DIRECTORS' REPORT To The Members, Your Directors are pleased to present the 103rdAnnual Report, together with the Audited Accounts for the year ended 31st March, 2016. DIVIDEND The Directors are pleased to recommend Dividend on equity shares for the year ended 31stMarch, 2016 of Rs. 1/-(i.e.10%) per equity share of face value of Rs. 10/-, subject to the approval of the Members at the Hundred and Third Annual General Meeting (AGM). The total cash out flow on account of equity dividend payment, including dividend distribution tax would be f 36,00,368/-for the financial year 2015-16. OPERATIONS Your Company has reported total income of Rs. 35,43,23,760/- and the net Loss of Rs. 1,60,85,326/-during the year ended 31st March, 2016. During the year, the Company has written off Rs. 11,33,15,805/- out of this f 2,94,63,607/- was provided as loans and advances in earlier years. As this amount is not recoverable, hence now written off and the net amount of Rs. 8,38,52,198/-has been shown as an extraordinary item. ASSOCIATE AND JOINT VENTURE COMPANIES The Company has two associates 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). In terms of proviso to sub-section 3 of Section 129 of the Act, the salient features of the financial statements of the Associate Companies is set out in the prescribed form AO C-1 (Part ' B' - Associates and Joint Ventures) which forms part of the Annual Report. PROJECT The Company's project "Simplex KhushAangan" is a cluster of Residential cum Commercial Complex in western suburbs of Mumbai with the land owner. The Company has booked approximately 59 percent of carpet area in residential wing and booking for shops in commercial wing has been opened and expect to get bookings in the current year. The finishing work is going on in full swing. 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 Shri Nandan Damani, Chairman & Managing 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 Nandan Damani fulfills all the conditions as mentioned in the Act. Upon his re-appointment as a Director, Shri Nandan Damani shall continue to hold his office of Chairman & Managing Director, and shall not be deemed to constitute a break in his office of the Chairman & Managing Director. 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). The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the ensuing AGM. ADOPTION OF NEW ARTICLES The Act has necessitated changes in the Articles of Association of the Company. It is accordingly proposed that a new set of Articles of Association be adopted by the Members and a resolution to this effect is included at Item number 5 in the Notice of the ensuing AGM. The Board recommends the resolution for adoption by the Members. BOARD EVALUATION Pursuant to the provisions of the Act and the SEBI Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's 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. 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 Report. REMUNERATION AND NOMINATION POLICY The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy is given in the Corporate Governance Report which forms part of this Report. 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 IV and form part of this Report. AUDITORS At the 101stAnnual General Meeting held on 6th August, 2014, M/s.Dayal and Lohia, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 4th consecutive AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM). In terms of the first proviso to Section 139 of the Act read with Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the Auditor shall be subject to ratification by the Members at every AGM till the expiry of his term. Accordingly, the appointment of M/s.Dayal and Lohia, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members. In this regard, the Company has received a certificate from the Auditors to the effect that if they are re-appointed, it would be in accordance with the provisions of Section 141 of the Act. The Auditors have given an unmodified opinon(s) report on the financial statements for the year under review. SECRETARIAL AUDIT A Secretarial Audit was conducted during the year by the Secretarial Auditor, Shri Manish L. Ghia of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure II and forms part of this Report. There is no secretarial audit qualification, reservation or adverse remark for the year under review. CORPORATE GOVERNANCE The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the SEBI Regulations. A separate report on Corporate Governance along with the requisite Auditors' Certificate is annexed and forms part of this Report. DIRECTOR'S 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 31stMarch, 2016 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 Compan y and th at s uch internal financial controls are adequate and were operating effectively; and vi. there is a proper systems 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 arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted. Thus disclosure in form AOC-2 is not required. Further, 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. The policy on Related Party Transactions as approved by the Board is available on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-à-vis the Company. CORPORATE SOCIAL RESPONSIBILITY As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education and Skill development and Health care including preventive health care. These projects are largely in accordance with Schedule VII of the Act. 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 I and forms part of this Report. RISK 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. 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 explained in the Corporate Governance Report and is also available on the Company's website. EXTRACT OF ANNUAL RETURN The details forming part of the extract of the Annual Return in form MGT 9 is attached as Annexure III. STOCK EXCHANGE The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2016-17 has been paid. PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO Considering the Company's 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. DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013 There was no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. ACKNOWLEDGEMENT 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 of Directors Nandan Damani Chairman & Managing Director Mumbai, 10th May, 2016 |