Simplex Realty Ltd Directors Report

To

The Members,

Your Directors are pleased to present the Hundred and Eleventh Annual Report, together with the Audited Accounts for the year ended 31st March, 2024..

FINANCIAL RESULTS ( in Lakhs)

DIVIDEND

The Directors are pleased to recommend a dividend of 1/- per share (i.e. 10 %) on equity shares of face value of 10/- each for the year ended 31st March, 2024. The dividend, as recommended above, if approved by the Members at the ensuing Annual General Meeting, the total outflow towards dividend on equity shares for the year would be 29.91 Lakhs.

OPERATIONS

The total income of the Company for the current year is 847.31 Lakhs as against 767.90 Lakhs during the previous year. During the year, there was a sale of land at Gondia and surplus arised of 424.07 Lakhs has been shown as an exceptional item. The Company has made a net profit of 518.03 Lakhs during the current year as against the net profit of 130.00 Lakhs in the previous year. The EPS for the current year is 17.32 as against 4.35 in the previous year after the exceptional item.

TRANSFER TO RESERVES

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two Associate companies viz. Simplex Papers Limited and Simplex Mills Company Limited. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the Act).

During the year, the Board of Directors reviewed the affairs of the Associate Companies. In terms of sub- section 3 of Section 129 of the Act, we have prepared consolidated financial statements of the Company, which forms part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the Associate Companies is set out in the prescribed form AOC-1 (Part ‘B–Associates and Joint Ventures) which forms part of the Annual Report.

PROJECTS

The Company villa project at Nachinolla, Goa is completed and ready for sale, we have 4 villas for sale. The Company has inventory (i.e. commercial units) in the project "Simplex KhushAangan" and efforts are being made to sale the same.

year under review.

The Company is exploring opportunities for redevelopment projects in and around Mumbai.

The Company continues to focus on consolidation of its operations, rationalization of business and exploring the opportunities in the development and redevelopment projects of residential projects.

CHANGE IN THE NATURE OF BUSINESS

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

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 and date of this report.

SHARE CAPTIAL

The paid - up equity share capital stood at 299.14 Lakhs. During the year under review, the Company has

not issued equity shares.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposits was outstanding as on the balance sheet date.

LOANS, GUARANTEES AND INVESTMENTS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Shri Vishnubhai B. Haribhakti had retired as Independent Director on 31st March, 2024 due to completion of his 2nd term of the Independent Director. The Board places on record the contributions made by him. Which are enormous and praise worthy. The Board wishes him a healthy and active life in the years to come.

Shri Sanjay N Damani, Whole- time Director retires by rotation in compliance with Section 152 of the Act, at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that Shri Sanjay N Damani fulfills all the conditions as mentioned in the Act. Upon his re- appointment as a Director, Shri Sanjay N Damani shall continue to hold his office of the Whole- time Director, and shall not be deemed to constitute a break in his office.

Shri Navratan Damani was appointed as an Additional Director of the Company in the category of the

Independent Director with effect from 1st April, 2024 and the same was approved by Members of the Company by passing Special Resolution through Postal Ballot, to hold office for a period of five (5) consecutive years effective 1st April, 2024 to 31st March, 2029 (both days inclusive), not liable to retire by rotation.

The Board of Directors of the Company at its meeting held on 21st May, 2024 on the recommendation of Nomination and Remuneration Committee has recommended to re-appointment of Smt. Sandhya R Kini as a Whole - time Director of the Company for a period of three years with effect from 21st October, 2024 and appointment of Shri Satyan S Israni and Shri Anil Lohia as Additional Directors of the Company in the category of Independent Director with effect from 21st May, 2024 under Section 161 (1) of the Act, for a period of five (5) consecutive years with effect from 21st May 2024 to 20th May, 2029 (both days inclusive), not liable to retire by rotation.

The resolutions seeking Members approval for the re- appointment and appointment forms part of the Notice. The details of the Director being recommended for appointment and re–appointment are contained in the accompanying Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI 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.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

1. Shri Nandan Damani, Chairman and Managing Director;
2. Shri Sanjay Damani, Whole -time Director,
3. Shri Surendra Kabra, Chief Financial Officer (upto 7th August, 2023);
4. Shri Jaimin Desai, Chief Financial Officer ( w.e.f. 2nd November, 2023)
5. Smt. Kinjal P Shah Company Secretary ( upto 25th January, 2024)
6. Smt. Ipshita Rohit Dube (w.e.f. 5th April, 2024)

The Board had placed on record its appreciation for the services rendered by Shri Surendra Kabra and Smt. Kinjal P Shah, during their respective tenure as KMP of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Director, pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering 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 Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

BOARD AND COMMITTEE MEETINGS

During the year under review, four Board meetings were held. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of Non- Independent Directors and Members of management.

During the year under review, Independent Directors met separately on 24th January, 2024, inter-alia, for:

• Evalution performance of Non-Independent Directors and the Board of Directors of the Company as a whole.
•  
• Evaluation performance of the Chairman of the Company, taking into views of Executive and Non- Executive Directors.
• Evalution of the quality, content and time line of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointment for Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the Companys website on https://simplex-group.com/simplex_update/Realty_ Ltd/ COMPANY% 20 CODE% 20 % 20 POLICIES/ Nomination%20and%20Reumenration%20Policy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme are given in the Corporate Governance Report which forms part of this Report.

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 I and form part of this Report.

AUDITORS AND AUDITORS REPORT

1. STATUTORY AUDITORS

Khandelwal and Mehta LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. W100084) were appointed as the Statutory Auditors of the Company in the 110th Annual General Meeting held on 2nd August, 2023 for the second term of five consecutive i.e. from the conclusion of the 110th Annual General Meeting till the conclusion of 115th Annual General Meeting to be held for the financial year 2027-28.

The Statutory Auditors have submitted their Independent Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2024 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their report. No frauds have been reported by the Auditors under Section 143(12) of the Act.

2. SECRETARIAL AUDITOR

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditors Report is attached as Annexure II and forms part of this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer

FRAUD REPORTING

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act read with Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

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

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is attached and forms part of this Report.

CORPORATE GOVERNANCE

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

1. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
2.  
3. 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, 2024 and the profit of the Company for the said period;
4. 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;
5. the annual accounts have been prepared on a going concern basis;
6. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
7. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arms length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large during the year that would have required Members approval under the Listing Regulations.

The policy on Related Party Transactions as approved by the Board is available on the Companys website on h t t p s : / / s i m p l e x - g r o u p . c o m / s i m p l e x _ u p d a t e / Realty_Ltd/COMPANY%20CODE%20%20POLICIES/ SRL%20Revised%20Related%20Party%20Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is available on the Companys website on https://simplex- group.com/simplex_update/Realty_Ltd/COMPANY %20CODE%20%20POLICIES/Whistle%20Blower

ANNUAL RETURN

In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is available on the website of the Company. The web link of the same is https://simplex- group.com/admin/report/ uploads / Form_MGT_7-2022.pdf

STOCK EXCHANGE

The Companys equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2024-2025 has been paid.

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

Considering the Companys business activities, 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.

( in Lakhs)

Foreign Exchange Transactions	2023-24	2022-23
Foreign Exchange Earnings	NIL	Nil
Foreign Exchange Outgo	2.17	11.79

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Act and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company is not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

However, with a view to have a better corporate governance, the Company continues with the CSR Committee which is already formed and conducts a meeting once in a year.

The details of Committee and its terms of reference are set out in Corporate Governance Report. The Annual Report on CSR activities is attached as Annexure III and forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

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.

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 part of this Report.

RISK ASSESSMENT AND MANAGEMENT

Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, there was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (THE CODE )

During the year under review, the Company has not made or received any application under the Insolvency and Bankruptcy Code and there is no proceeding pending under the said Code.

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

During the year under review, the Company has not undergone any one-time settlement and therefore, the disclosure in this regard in not applicable.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Members 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 of Directors

Nandan Damani

Chairman and Managing Director

DIN:00058396

Mumbai, 21st May, 2024