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EQUITY - MARKET SCREENER

Simplex Papers Ltd
Industry :  Trading
BSE Code
ISIN Demat
Book Value()
533019
INE456H01029
-3935.6988173
NSE Symbol
P/E(TTM)
Mar.Cap( Cr.)
N.A
0
4.93
EPS(TTM)
Face Value()
Div & Yield %
0
1000
0
 

As on: Mar 03, 2024 08:28 AM

To

The Members,

st

Your Directors present the Annual Report, together with the Audited Accounts for the year ended 31 March, 2023.

FINANCIAL RESULTS

( in '000)

Particulars

2022-2023 2021-2022
Loss before Depreciation, Finance Costs, Exceptional Item and Taxation (2,216.87) (1,653.01)
Less: Depreciation - -
Less: Finance Cost - 0.79
Loss before Exceptional Item and Tax (2,216.87) (1,653.80)
Add/(Less): Exceptional Item - -
Loss before Tax (2,216.87) (1,653.80)
Loss after Tax for the year (2,216.87) (1,653.80)

DIVIDEND

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

OPERATIONS

Your Company has reported net loss of ` 2,216.87stthousands for the year ended 31 March, 2023.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

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

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 other than following:

The Company has 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 Share Transfer Agent (RTA) of therd

Company with effect from 3 May, 2023.ndThe Company had filed an application on 22 October, 2021 with the Hon'ble National Company Law Tribunal (NCLT), Mumbai Bench for consolidation of existing 100 (Hundred) equity shares of face value of ` 10/- (Rupees Ten Only each), into 1 (one) equity share of face value of 1,000/- (Rupees One Thousand Only each). The said application has been allowed and approved by NCLT on th 24 March, 2023. The Company pursuant to the shareholder's approval th th in the 27 AGM held on 6 July, 2021 had filed an application with BSE Limited for re-classification of certain persons from the ‘Promoter and Promoter Group' category to the ‘Public Category' of shareholders. The said application has been duly approved by BSE Limited and accordingly, the following persons have been removed from the ‘Promoter and Promoter Group' category and shown them into the Public Category.:

i.i Kamladevi Bagri ii. Nalini Somany iii. Sandip Somany iv. Shashi Amit Patodia v. Sumita Somany

SHARE CAPITAL

st

The paid up equity share capital as on 31 March, 2023 was ` 30,014.75 thousands. During the year under review, the Company has not issued any equity shares.

TRANSFER TO RESERVES

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

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

During the year under review, your Company did not have any subsidiary or associate or joint venture company. Accordingly, the disclosure as required in terms of Section 129 (3) of the Companies Act, 2013 (the Act) and Rule 5 of the Companies (Accounts) Rules is not required.

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

Director Retires by rotation

Shri Shekhar R Singh (DIN: 03357281), Director of the Company, is liable to retire by rotation at the Twenty- Ninth Annual General Meeting (AGM) and being eligible, offers himself for re-appointment. The Board recommends his re-appointment. A brief profile of Shri Shekhar R Singh together with other related information required under Regulation 36 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) and Secretarial Standard-2 has been furnished in the Notice convening the AGM.

Key Managerial Personnel

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

i. Shri Dinesh Chandra Shrimali - Chief Executive Officer and Chief Financial Officer

ii. Shri Bikash Singh - Company Secretary

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 the Listing Regulations and complied with the Code for Independent Directors prescribed in Schedule IV to the Act and that they are not disqualified to become directors under the Act. There has been no change in the circumstances affecting their status as Independent Directors of the Company. All the Independent Directors have registered themselves in the Independent Director's Database as maintained by the Indian Institute of Corporate Affairs. 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.

Shri Bikash Singh has been appointed as Company Secretary and Compliance Officer of the Company with th effect from 29 July, 2022.

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.

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 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 th met separately on 20 January, 2023, 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 details of this Policy are given in the Corporate Governance Report which forms part of this Report. The Nomination and Remuneration Policy is also available on the website of the Company on https://simplex-group.com/simplex_update/Papers _Ltd/COMPANY%20CODE%20%20POLICIES/Nomin ation%20and%20Remuneration%20Policy-%20 ameded%20as%20on%2007.04.2021.pdf

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 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 forms part of this Report.

AUDITORS

i. Statutory Auditors

Khandelwal and Mehta LLP, Chartered Accountants, Mumbai (ICAI Firm's Registration No. W100084), were appointed as the Statutory th

Auditors of the Company in the 28 Annual General nd

Meeting held on 2 August, 2022 for the first term of five consecutive years i.e., from financial year 2022-23 to 2026-27. The Statutory Auditors of the Company have submitted their Independent Auditors Report on the Financial Statements of thest Company for the year ended 31 March, 2023 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review.

ii. Cost Auditors

As there was no production during the year 2022-2023, no cost audit required to be carried out.

iii. Secretarial Auditors

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 Annexure II and forms part of this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer.

iv. Internal Auditors

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

FRAUD REPORTING

During the year under review, the Statutory Auditors, the Secretarial Auditors and the Internal 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 General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORTThe Management Discussion and Analysis Report the year under review as stipulated under Regulation of the Listing Regulations is attached and forms part this Report.

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 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 atst31 March, 2023 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 are 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 on https://simplex-group.com/simplex_update/ Papers_Ltd/COMPANY%20CODE%20%20POLICIES /Whistle%20Blower%20Policy_SPL.pdf

EXTRACT OF ANNUAL RETURN

In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is placed on the website of the

Company. The web link of the same is https://simplex-group.com/simplex_update/Papers_Ltd/ANNUAL%20 RETURN/MGT-7%202022-23%20SPL.pdf

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2023-2024 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.

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.

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

During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's 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

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.

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.

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.

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.

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 of Directors

Sita Sunil

Shekhar R Singh
Director Director
DIN: 00041722 DIN: 03357281

th

Mumbai, 10 May, 2023