To

The Members,

Your Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2020.

FINANCIAL RESULTS

(in Rs.)

DIVIDEND

In view of the losses, your Directors regret their inability to propose any dividend.

OPERATIONS

Your Company has reported total income of Rs. 5,97,921/- and net loss after tax and exceptional items of Rs. 58,79,122/- during the year ended 31st March, 2020. During the year, the Industrial Court at Bhandara passed an order against the Company for payment of Rs.17,11,084/- to ex-workers towards extra wages, bonus, leave encashment and LTA. Also the Company has made a provision of Rs. 32,18,000/- for expected credit loss on inter corporate deposit given, considering the recovery doubtful. These have been shown as exceptional items in the Statement of Profit and Loss.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount on account of principal or interest on deposits from public 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 Companies Act, 2013 (the Act) are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Fatima Fernandes, Director of the Company who retires by rotation at the Twenty-Sixth Annual General Meeting (AGM) and, being eligible, offer herself for reappointment.

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).

CHANGE OF REGISTERED OFFICE OF THE COMPANY

The Board has decided to shift the registered office of the Company from its current location to new address at Om Shri Sai Bhavan, Balaghat Road, T Point, Gondia-441614 with a view to operational convenience and this will enable the Company to save administrative cost also. It will be convenient for the Company to find other key resources at more economic cost.

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 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 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 Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment for Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report.

FAMILIARIZATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the 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 the Company 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 an Employee 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 III and forms a part of this Report.

AUDITORS

Messrs K. M. Shah & Co. Chartered Accountants, Mumbai (ICAI Firm Registration No. 109637W), Auditors of the Company have submitted their Independent Auditors Report on the financial statements of the Company for the year ended 31st March, 2020 and they have given an unmodified opinion(s) report on the financial statements for the year under review. The Auditors have confirmed that they are not disqualified from being re-appointed as Auditors of the Company. No frauds have been reported by the Auditors under Section 143(12) of the Act.

COST AUDIT

As there was no production during the year 2019-2020, no cost audit required to be carried out.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure I and forms part of this Report.

With regard to the observations contained in the Secretarial Audit Report, the Directors state the following:

Reply to observations- (a) and (b)

The Company has been suffering losses continuously as it does not have major business operations and revenue. Hence, the Company has not been able to appoint Chief Executive Officer/ Managing Director and Chief Financial Officer.

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.

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 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 judgements 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, 2020 and of 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

All related party transactions that were entered into during the financial year were on an arm's length basis 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 and Directors or other designated persons which may have a potential conflict with the interest of the Company at large.

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 details of the Policy are explained in the Corporate Governance Report and are 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 annexed herewith as Annexure II and the web-link for the same is http://www.simplex-group.com/upload_pdf/29866MGT-9%20SPL.pdf

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2020-2021 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.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT

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.

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 employee of the Company.

For and on behalf of the Board of Directors

Shekhar R Singh

Directors

Mumbai, 19th June, 2020