Simplex Mills Company Ltd Directors Report

To

The Members,

Your Directors present the Annual Report, together with the Audited Accounts of Simplex Mills Company Limited for the financial year ended 31st March, 2023.

FINANCIAL RESULTS

(in 000)

Particulars	2022-2023	2021-2022
Profit/(Loss) before Depreciation, Finance Costs, Exceptional Items and Taxation	1,632.76	1,977.29
Less: Depreciation	369.25	552.92
Less: Finance Costs	1,929.19	1,772.14
Loss before Exceptional Items and Tax	(665.68)	(347.77)
Add/(Less): Exceptional Items (net)	-	7,352.60
Profit/(Loss) before Tax	(665.68)	7,004.83
Profit/(Loss) after Tax for the year	(665.68)	7,004.83

OPERATIONS

Your Company has reported total income of 6,306.92 thousands as compared to total income of 6,195.45 thousands in the previous financial year. Net loss after tax is 665.68 thousands during the year ended 31st March, 2023 as compared to net profit of 7,004.83 thousands in the previous financial year.

DIVIDEND

Your Directors do not recommend any dividend for the financial year under review.

TRANSFER TO RESERVES

The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.

PUBLIC DEPOSITS

The Company has not accepted any deposit from the public / members under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014 during the financial year under review. Consequently, there is no requirement of furnishing details related to deposit covered under Chapter V of the Companies Act, 2013.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 ("the Act") are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Changes in Directors and Key Managerial Personnel

In accordance with the provisions of Section 152 of the Companies Act, 2013 read with the applicable rules thereto, including any statutory modification(s) or re-enactment thereof for the time being in force, Shri Shekhar R Singh (DIN: 03357281), who is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Pursuant to Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and Secretarial Standards-2 on General Meetings, a brief profile of the Director proposed to be re-appointed has been furnished separately in the Notice convening this AGM.

B. Statement on Independent Directors declaration

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("the Listing Regulations") and that they are not disqualified to become directors under the Companies Act, 2013. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (‘IICA).

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

C. Board Evaluation

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration of the various aspects of the Boards functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors were carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Annual Report.

COMMITTEES OF THE BOARD

Audit Committee

The composition of the Audit Committee is in alignment with provisions of Section 177 of the Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. All the recommendations made by the Audit Committee were accepted by the Board of Directors of the Company. The details pertaining to Audit Committee and its composition are included in the Corporate Governance Report which forms part of this Annual Report.

Nomination and Remuneration Committee ("NRC")

Your Company has a duly constituted NRC, with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations. The detailed information with respect to the NRC is disclosed in the Corporate Governance Report forming part of this Annual Report.

Stakeholders Relationship Committee ("SRC")

Your Company has a duly constituted SRC, with its composition, quorum, powers, role and scope in line with the applicable provisions of the Act and SEBI Listing Regulations. The detailed information with respect to the SRC is disclosed in the Corporate Governance Report forming part of this Annual Report.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Annual Report. The Nomination and Remuneration Policy is also available on the website of the Company on https://simplex-group.com/simplex_update/ Mills_Co_Ltd/COMPANY%20CODE%20%20POLICIE S/Nomination%20and%20Reumenration%20Policy-% 20Amended%20as%20on%2007.04.2021.pdf

STATUTORY AUDITORS AND AUDITORS REPORT

Khandelwal and Mehta LLP, Chartered Accountants, (ICAI Firm Registration No. W100084), were appointed as Statutory Auditors of the Company, in the 24th Annual General Meeting of the Company held on 2nd August, 2022 for the first term of five consecutive years i.e. from 2022-23 to 2026-27.

There are no observations/ qualifications contained in the Auditors Report and therefore there are no explanations to be provided for in this report.

FRAUD REPORTING

During the year under review, there were no instances of material or serious fraud falling under Section 143 (12) of Companies Act, 2013 and Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, by officers or employees reported by the Statutory Auditors of the Company during the course of the audit.

COST AUDIT

As there was no production during the year 2022-23, no cost audit required to be carried out.

SECRETARIAL AUDITORS

Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board had appointed M/s.Taher Sapatwala & Associates, Practicing Company Secretaries, to undertake the Secretarial Audit of the Company for the financial year 2022-23.

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditors Report is annexed as Annexure-l and forms part of this Annual Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.

INTERNAL AUDITORS

M/s. V.K Goyal & Associates, Chartered Accountants, Mumbai are the Internal Auditors of the Company. The Internal Audit was completed as per the scope defined by the Audit Committee from time to time.

REGISTRAR AND TRANSFER AGENT

During the year under review, the Company had initiated change of existing Share Transfer Agent (the STA) from "Freedom Registry Limited" to "Purva Shareregistry (India) Private Limited" having SEBI Registration number INR000001112 as Registrar and Transfer Agent (RTA). The applications submitted with National Securities Depository Limited and Central Depository Services (India) Limited have been duly approved and accordingly the effective date for change of RTA is 3rd May, 2023.

SECRETARIAL STANDARDS

The Company has complied with all the applicable Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meeting.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Regulations. A separate report on Corporate Governance along with the requisite Auditors Certificate is annexed and forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5) of the Act and the Listing Regulations, on the basis of information placed before them, the Directors state that:

i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii).appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2023 and the loss of the Company for the said period;

iii).proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv). the annual accounts have been prepared on a going concern basis;

v). the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi). there is a proper system to ensure compliance with the provisions of all applicable laws and that such system is adequate and operating effectively.

RELATED PARTY TRANSACTIONS

During the financial year under review, the Company has not entered into any contracts/arrangements/ transactions with related parties which could be considered material in accordance with the Companys Policy on materiality of related party transactions. All contracts/arrangements/transactions entered into by the Company during the financial year under review with related parties were in the ordinary course of business and on an arms length basis but not material in nature. Accordingly, the disclosure of related party transactions to be provided under Section 134(3)(h) of the Act in Form AOC 2 is not applicable.

The detailed disclosure as required by the Indian Accounting Standards (Ind AS) 24 on Related Party Disclosures have been made in the notes to the Financial Statements.

The Companys Policy on Materiality of related party transactions and dealing with related party transactions is available on the Companys website at: https://simplex-group.com/simplex_update/Mills_Co_ Ltd/COMPANY%20CODE%20%20POLICIES/SMCL% 20Revised%20Related%20Party%20Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has an adequate and functional Whistle Blower Policy/Vigil Mechanism in place. The objective of the Vigil Mechanism is to provide the employees, directors, customers, vendors, contractors and other stakeholders of /in the Company an impartial and fair avenue to raise genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Companys code of conduct and seek redressal, in line with the Companys commitment to the highest possible standards of ethical, moral and legal business conduct and fair dealings with all its stakeholders and constituents and its commitment to open communication channels. The details of the Policy are explained in the Corporate Governance Report and are also available on the Companys website on https://simplex-group.com/simplex_update/Mills_Co_ Ltd/COMPANY%20CODE%20%20POLICIES/Final%2 0Whistle%20Blower%20Policy.pdf

ANNUAL RETURN

In terms of Section 92(3) of the Companies Act, 2013, copy of the Annual Return of the Company is placed on the website of the Company at https://simplex-group.com/simplex_update/Mills_Co_Ltd/ANNUAL%2 0RETURN/SMCL%20Form_MGT_7_31.03.2023.pdf

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-ll and forms a part of this Report.

STOCK EXCHANGE

The Companys equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2023-24 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO.

During the year under review, the Company has not carried out any manufacturing activity and hence the Directors have nothing to report under Section 134(3)(m) of the Act, read with Rule 8(3) of the Companies (Accounts) Rules, 2014, with reference to Conservation of Energy and Technology Absorption. There was no foreign exchange earnings and outgo during the year under review.

MATERIAL CHANGES AFFECTING THE COMPANY

There were no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which these financial statements relate and the date of this Report.

RISK ASSESSMENT AND MANAGEMENT

The Company in its Board Meeting identifies various risk involved in the working of the Company and suitable mitigation measures are thereafter adopted by the management after discussion with the board

CORPORATE SOCIAL RESPONSIBILITY (CSR):

In line with the provisions of the Companies Act, 2013 and the rules framed there under with respect to the Corporate Social Responsibility (CSR), the provisions of Section 135 of the Companies Act, 2013 and Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable because of criteria provided thereunder. Hence, the Company is not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

CHANGE IN THE NATURE OF BUSINESS:

During the year, there was no change in the nature of business.

DETAILS OF HOLDING / SUBSIDIARY / JOINT VENTURES / ASSOCIATE COMPANIES

The Company does not have any Holding/Subsidiary Company/Joint Venture/Associate Company during the year under review. Accordingly, the following disclosures of the same are not applicable:

Form AOC-1 pursuant to first proviso to subsection (3) of section 129 of the Companies Act, 2013 read with rule 5 of the Companies (Accounts) Rules, 2014) under Section 134 of the Companies Act, 2013, in Form AOC 1.

Highlights of performance of subsidiaries, associates and joint venture companies and their contribution to the overall performance of the Company pursuant to Rule 8(1) of the Companies (Accounts) Rules, 2014) under Section 134 of the Companies Act, 2013.

Receipt of commission from any holding company or subsidiary company by a Director of the Company.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Companys operations in future.

SHARE CAPTIAL

The paid-up equity share capital as on 31 st March, 2023, stood at 30,004.75 thousands. During the year under review, the Company has not issued equity shares with differential voting rights, sweat equity shares, employees stock options and not made any provision for purchase of its own shares.

CONSOLIDATION OF EQUITY SHARES

Pursuant to provisions of Section 61(1)(b) of the Companies Act, and as approved by the Shareholders in the 23 rd AGM of the Company held on 6 th July, 2021,the Company had submitted the application with the Honble National Company Law Tribunal (NCLT) on 25th October 2021 for consolidation of 100 (hundred) equity shares of face value of 10/- (Rupees Ten Only each), into 1 (one) equity shares of face value 1,000/- (Rupees One Thousand Only each).

NCLT vide its order dated 3rd March, 2023, has given its final approval on the aforesaid application for consolidation of shares.

RECLASSIFICATION OF PROMOTERS

The Company pursuant to the shareholders approval in the 23rd AGM held on 6th July, 2021 had filed an application with BSE Limited on 29th July, 2021 for reclassification of certain promoters from the ‘Promoter and Promoter Group category to the ‘Public Category of shareholders. The said application has been duly approved by BSE Limited on 5th May, 2023. Accordingly, the following Promoters shall stand reclassified into Public Category:

i. Kamladevi Bagri

ii. Shashi Patodia

iii. Nalini Somany

iv. Sandip Somany

v. Sumita Somany

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is a part of this Annual Report.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (IBC) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

Not applicable as the Company has not made or received any application under the IBC during the financial year.

DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

The Company has not entered into any one-time settlement and thus, this clause is not applicable.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the Financial Year under review as stipulated under Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, forms part of this Annual Report.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

As at 31st March 2023, there were only 2 employees on the payroll of the Company and thus, the Company was not required to constitute Internal Complaints Committee under the Sexual Harassment of Women at work place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board

Shekhar R Singh	Sabhapati G. Shukla
Director	Director
DIN: 03357281	DIN: 02799713
Mumbai, 10th May, 2023