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Simplex Realty

BSE: 503229|ISIN: INE167H01014|SECTOR: Construction & Contracting - Real Estate
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Directors Report Year End : Mar '17    Mar 15

DIRECTORS'' REPORT

To

The Members,

The Directors are pleased to present the 104th Annual Report, together with the Audited Accounts for the year ended 31st March, 2017.

FINANCIAL RESULTS

(inRs.)

2016-17

2015-16

Total Income

15,27,14,086

35,43,23,760

(Loss) / Profit before Depreciation, Finance Costs, Extraordinary Item

and Taxation

(2,22,28,716)

10,67,33,930

Less: Depreciation

12,36,459

23,97,855

Less: Finance Costs

30,16,897

19,953

(Loss) / Profit before Extraordinary Item and Tax

(2,64,82,072)

10,43,16,122

Less: Extraordinary Item

5,97,59,760

8,38,52,198

(Loss) / Profit before Tax

(8,62,41,832)

2,04,63,924

Less: Current tax

-

3,81,38,062

Deferred tax

(2,54,85,815)

(16,81,161)

Taxes of earlier years (net)

-

92,349

Loss for the year

(6,07,56,017)

(1,60,85,326)

Add: Balance in the statement of Profit and Loss

44,92,63,182

46,89,48,876

Less: Appropriations

Proposed Dividend on Equity Shares

23,93,106

29,91,382

Tax on Dividend

4,87,189

6,08,986

Closing Balance

38,56,26,870

44,92,63,182

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2017 at Rs.

0.80/- (i.e. 8 %) per equity share of face value of Rs. 10/-, subject to approval of the Members at the Hundred and Fourth Annual General Meeting (AGM). The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 28,80,295/- for the financial year 2016-17.

OPERATIONS

Your Company has reported total income of Rs. 15,27,14,086/- and the net Loss of Rs. 6,07,56,017/during the year ended 31st March, 2017.During the year, the Company has written off Rs. 5,97,59,760/- out of advances given towards acquisition of land after adjusting the amount recovered and value of property acquired. As this amount is not recoverable, hence now been written off and the same 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 Sectio n 2(6) of the Co mpa nies 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 AOC-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 and commercial space located on prime location of S. V. Road, Malad (West), Mumbai.

The Company has received full Occupation Certificate for the said project. The Company has sold about 60 percent of carpet area in residential side and about 29 percent of carpet area of commercial. The Company has started giving possession to the buyers. During the year, the Company has recognized revenue from the project based on percentage completion method as per the guidance note issued by the ICAI.

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

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

Smt. Anna Malhotra, who was an Independent Director, submitted her resignation on 10th October, 2016 due to her prolonged illness. The Board accepted her resignation and recorded the appreciation for contributions made during her association with the Company.

Shri Sanjay N Damani, an Executive Director, retires by rotation in compliance with Section 152 of the Act, at the AGM of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that he 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 Executive Director, and shall not be deemed to constitute a break in his office of the Executive Director.

Shri Sabhapati G Shukla was appointed as an Additional Director of the Company in the category of Independent Director with effect from 21st October, 2016 under Section 161 (1) of the Act read with Article 147 of the Article of Association of the Company. He holds office up to the date of the AGM.

Smt. Sandhya R Kini was appointed as an Additional Director with effect from 21st October, 2016. She holds office up to the date of the AGM. The Board of Directors of the Company at its meeting held on 21st October, 2016 has appointed Smt. Sandhya R Kini, as a Whole-time

Director designated as an Executive Director of the Company for a period of five years with effect from 21st October, 2016.

The Board of Directors of the Company at its meeting held on 10th May, 2017 has re-appointed Shri Nandan Damani, as a Managing Director designated as the Chairman and Managing Director of the Company for a period of three years with effect from 29th June, 2017.

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 AGM.

No Key Managerial Personnel has been appointed or has retired or resigned during the year.

BOARD EVALUATION

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 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 are 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 (ICAI Firm Regn. No. 102200W) 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 the 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 their appointment is ratified, it would be in accordance with the provisions of Section 139 read with Section 141 of the Act. The Auditors have given an un-modified opinion (s) report on the financial statements for the year under review.

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 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 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.

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, 2017 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 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, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the 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 Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-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 preventing health care and providing educational aid under the sector of literacy.

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.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations. The details of the internal controls system are given in the Management Discussion and Analysis Report and 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 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.

STOCKEXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2017-18 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.

Foreign Exchange Transactions:

2016-17 2015-16 Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 9, 34,830/- 9, 82,325/DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013

There was no complaint 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 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 & Managing Director

Mumbai, 10th May, 2017

Source : Dion Global Solutions Limited
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