Your Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2024.

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DIVIDEND

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

OPERATIONS

Your Company has reported total income of ' 6,110.63
thousands as compared to total income of ' 6,306.92
thousands in the previous financial year. Net loss is
'1,408.73 thousands during the year ended 31st March,
2024 as compared to net loss of ' 665.68 thousands in
the previous financial year.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

During the year, there was no change in 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 the date of this report.

SHARE CAPITAL

The paid up equity share capital as on 31st March, 2024
was ' 30,004 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 does 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 Act
are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shabhapati G Shukla had retired on 31st March,
2024 due to completion of his 2nd term of the
Independent Director. The Board places on record the
contribution made by him.

Shri Shekhar R Singh (DIN:03357281), Director of the
Company, is liable to retire by rotation at the Twenty-
Sixth 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 SEBI Listing Regulations) and
Secretarial Standard-2 has been furnished in the Notice
convening the AGM.

Pursuant to Section 149(4) of the Act, every listed public
Company shall have 1/3rd of its Directors as an
Independent Director. Consequent to the completion of

the second term of Shri Sabhapati G Shukla as an
Independent Director on 31st March, 2024, the Board of
Directors in its meeting held on 23rd January, 2024,
proposed to change the designation of Smt. Sita Sunil
from Non-Executive Director to Non-Executive
Independent Director of the Company for a period of five
(5) consecutive years with effect from 1st April, 2024 to
31st March, 2029, subject to Members approval in the
Annual General Meeting,

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. Smt. Fatima Fernandes -Chief Executive Officer
and Chief Financial Officer

ii. Smt. Harshika Kataria -Company Secretary upto
29th February, 2024

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 SEBI 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.

BOARD EVALUATION

Pursuant to the provisions of the Act and the SEBI
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 SEBI 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
met separately on 23rd January, 2024, 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 Nomination and Remuneration
Policy is available on the website of the Company on
https://simplex_update/Mills_Co_Ltd/COMPANY%
20C0DE%20%20P0LICIES/Nomination%20and%20
Reumenration%20Policy-%20Amended%20as%20 on
% 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
Auditors of the Company in the 24th Annual
General Meeting held on 2nd 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 the Company for the year ended
31st March, 2024 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 2023¬
2024, 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
as Annexure II and forms part of this Report. The
Report does not contain any qualification,
reservation, adverse remark or disclaimer.

iv. Internal Auditors

Messers V. K. Goyal & Associates, Chartered
Accountants, Mumbai are the Internal Auditors of
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
REPORT

The Management Discussion and Analysis Report for
the year under review as stipulated under Regulation 34

of the SEBI Listing Regulations is attached and forms
part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the provisions of
Corporate Governance as stipulated in the SEBI Listing
Regulations on voluntary basis. 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, 2024 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
available on the Company’s website on http://
simplex_update/Mills_Co_Ltd/COMPANY%20CODE
%20%20POLICIES/Final%20Whistle%20Blower%20P
olicy.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 http://www.
simplex-group.com/upload_pdf/308Form_MGT-
7%20(SMCL).pdf

STOCKEXCHANGE

The Company’s equity shares are listed at BSE Limited
and the Annual Listing Fees for the year 2024-2025 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 HARASSMENTACT

As at 31st March, 2024, there was only one employee
on the payroll of the Company. Thus, the Company was
not required constitute an Internal Complaints
Committee under the Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the Rules thereunder.

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.

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

Sita Sunil Shekhar R Singh

Director Director

DIN: 00041722 DIN: 03357281

Mumbai, 17th May, 2024