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Simplex Mills Company Ltd.

BSE: 533018 | NSE: | Series: NA | ISIN: INE457H01019 | SECTOR: Textiles - General

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Jul 22, 16:00
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560
30-Day
285
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Dec 27, 11:22
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Simplex Mills Company is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

Dear Members, The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2015. FINANCIAL RESULTS (in Rs. ) 2014-15 2013-14 Profit / ( Loss) before Depreciation, Finance Costs, Exceptional Items and 1,54,76,911) (1,94,49,437) Taxation Less: Depreciation 41,29,118 48,80,974 Less: Finance Costs 49,11,501 17,28,315 Loss before Exceptional Items and Tax (2,45,17,530) (2,60,58,726) Less: Exceptional Items (net) 4,79,99,981 - Loss before Tax (7,25,17,511) (2,60,58,726) Less: Current Tax - - Loss after Tax for the year (7,25,17,511) (2,60,58,726) Less: Adjustment relating to Fixed Assets 3,29,80,891 - Balance brought forward from previous (7,68,17,287) (5,07,58,561) year Balance carried forward (18,23,15,689) (7,68,17,287) DIVIDEND In view of losses, your Directors regret their inability to propose any dividend. OPERATIONS During the year, total income of the Company has decreased to Rs. 17,90,356/- from Rs. 11,35,07,893/-. Loss after tax for the year is Rs. 7,25,17,511/- against Rs. 2,60,58,726/- in the previous year. CLOSURE OF PLANT Due to continued losses and with no hope of any improvement in the operations, the Company filed an application under Section 25-O of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the textile plant at Akola and the Company has received permission for closure of the said plant. The Tribunal vide its Order dated 9th April, 2014 has given a permission for closure of the said plant by giving closure compensation to the employees. Accordingly, the Company has closed the said plant by giving the closure compensation to the employees. The Company has sold plant and machinery during the year as the plant has been closed down. Your Director''s are evaluating other options in the textile business including trading of textile products. PUBLIC DEPOSITS The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year. 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 Shri S. M. Soni resigned as a Director of the Company with effect from 3rd February, 2015. The Board has placed on record its appreciation for the valuable services and guidance given by Shri S. M. Soni during his tenure as a Director of the Company. Shri Pradeep S. Chonkar and Smt. Fatima Fernandes were appointed by the Board as Additional Directors of the Company with effect from 12th February, 2015. Pursuant to Section 161(1) of the Act, Shri Pradeep S. Chonkar and Smt. Fatima Fernandes hold office upto the date of forthcoming Annual General Meeting (AGM) and being eligible, offer themselves for appointment as Directors of the Company. Shri Shekhar R Singh, Director of the Company who retires by rotation at the forthcoming AGM and, being eligible, offer himself for re-appointment. The Company has received declarations from all the Independent Directors of the Company confirming that they meet with criteria of independence as prescribed both under the Act and under Clause 49 of the Listing Agreement. BOARD EVALUATION Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, 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 was 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, five 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 programme is 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 III and forms a part of this Report. AUDITORS At the Sixteenth AGM held on 6th August, 2014, M/s. Vijay Rungta & Co, 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 3rd consecutive AGM to be held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM). In terms of the first provis to Section 139 of the Act read with the 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 annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Vijay Rungta & Co, 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. COST AUDIT As there was no production during the year 2014-2015, no cost audit required to be carried out. SECRETARIAL AUDIT A Secretarial Audit was conducted during the year by the Secretarial Auditors, 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 I and forms part of this Report. CORPORATE GOVERNANCE The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith 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 Clause 49 (III) (D) (4) (a) of the Listing Agreement, 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, 2015 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 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 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. RISK MANAGEMENT COMMITTEE Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted the Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this Report. 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 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 annexed herewith as Annexure II. STOCK EXCHANGE The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2015-16 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 There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (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 of Directors Sita Sunil Shekhar R Singh Mumbai, 27th May, 2015 Directors

Director’s Report