Directors Report of Simplex Mills Company Ltd.

Mar 31, 2025

Your Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2025.
^{F|NANC|AL RESULTS}

Particulars	2024-2025	2023-2024
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation	2,067.00	1,063.37
Less: Depreciation	92.04	369.25
Less: Finance Costs	2,292.21	2,102.85
Loss before Exceptional Items and Tax	(317.25)	(1,408.73)
Add/(Less): Exceptional Items (net)	-	-
Loss before Tax	(317.25)	(1,408.73)
Loss after Tax for the year	(317.25)	(1,408.73)

DIVIDEND

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

OPERATIONS

Your Company has reported total income of '' 7,856.81
thousands as compared to total income of '' 6,110.63
thousands in the previous financial year. Net loss after
tax is '' 317.25 thousands during the year ended 31st
March, 2025 as compared to net loss of '' 1,408.73
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 date of this report.

SHARE CAPITAL

The paid up equity share capital as on 31st March, 2025
was Rs.30, 004 thousand. 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
Companies Act, 2013 (the Act) are given in the notes to
the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Shri Shekhar R Singh (DIN:03357281), Director of the
Company, is liable to retire by rotation at the 27 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.

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. Kalyani Natekar - Company Secretary (w.e.f.
1st June 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 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, Five 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 5th February, 2025, inter-alia, for

¦ Evalution of performance of Non-Independent
Directors and the Board of Directors of the
Company as a whole.

¦ Evaluation of 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 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. The Nomination and Remuneration Policy is
also available on the website of theCompanyon
https://simplex update/Mills Co Ltd/COMPANY%20C
ODE%20%20POLICIES/Nomination%20and%20Reu
menration%20Policy-%20Amended%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
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, 2025 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 2024¬
2025, 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.

In terms of Regulation 15(2) of the SEBI Listing
Regulations, the compliance with the provision of
Regulation 24A of the SEBI Listing Regulation,
pertaining to the appointment of Secretarial
Auditor is not applicable to the Company. As a
measure of good Corporate Governance, the
Company has voluntarily undertake Audit of its
records and operations.

iv. Internal Auditors

M/s. 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 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 BSE 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 SEBI 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, 2025 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 http://
simplex update/Mills Co Ltd/COMPANY%20CODE
%20%20POLICIES/Final%20Whistle%20Blower%2QP
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 2025-2026 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, 2025, there were two employees on
the payroll of the Company. Thus, the Company was not
required to 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, 20th May, 2025

---

Mar 31, 2024

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

^{F|NANC|AL RESULTS} in ,ooo)

Particulars	2023-2024	2022-2023
Profit before Depreciation, Finance Costs, Exceptional Items and Taxation	1,063.37	1,632.76
Less: Depreciation	369.25	369.25
Less: Finance Costs	2,102.85	1,929.19
Loss before Exceptional Items and Tax	(1,408.73)	(665.68)
Add/(Less): Exceptional Items (net)	-	-
Loss before Tax	(1,408.73)	(665.68)
Loss after Tax for the year	(1,408.73)	(665.68)

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

---

Mar 31, 2015

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

---

Mar 31, 2014

The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(in Rs.)

2013-14 2012-13

Profit / ( Loss) before Depreciation, Finance Costs and Taxation (1,94,49,437) 48,48,660

Less: Depreciation 48,80,974 49,18,589

Less: Finance costs 17,28,315 21,98,909

Loss before tax (2,60,58,726) (22,68,838)

Less : Current tax - -

Loss after tax for the year (2,60,58,726) (22,68,838)

Balance brought forward from previous year (5,07,58,561) (4,84,89,723)

Balance carried forward (7,68,17,287) (5,07,58,561)

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. 11,35,07,893/- from Rs. 16,91,49,772/- Loss after tax for the year is Rs. 2,60,58,726/- against Rs. 22,68,838/- 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 Labour Union was in appeal against the Order and now Union has filed an application for passing suitable Order and the said application has been allowed in the operative part of award by the Tribunal. Accordingly, the Company has offered voluntary retirement, under Voluntary Retirement Scheme and effect of the Order of the Tribunal will be given, after full Order is received by the Company.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Ms. Sita Laxman, Director of the Company who retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer herself for re-appointment.

Shri S.M.Soni, Shri O.D.Purohit and Shri S.G.Shukla who were Independent Directors of the Company as on 31st March, 2014, continue to be Independent Directors of the Company for a period of five years from 1st April, 2014. All of them are the persons of integrity and possesses relevant expertise and experience. The Board has also opined that all of them fulfill the conditions specified in Section 149 of the Companies Act, 2013 and rules made thereunder and that they are all independent of management.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the third consecutive Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting of the Company after the ensuing Annual General Meeting.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under Section 141(3) (g) of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of the Companies Act, 2013.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Company, Cost Accountants, Mumbai, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31st March, 2014 and Cost Audit Report will be submitted to the concerned authorities.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

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 Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Companies Act, 1956 for the financial year 2013-14 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2014-15 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956 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, 2014 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 Companies Act, 1956 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.

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 Laxman

Shekhar R Singh

Mumbai, 15th May, 2014 Directors

---

Mar 31, 2013

To The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(in Rs.)

2012-13 2011 -12

Profit /( Loss) before Depreciation, Finance Costs and Taxation 48,48,660 (1,58,23,544)

Less: Depreciation 49,18,589 49,58,213

Less: Finance Costs 21,98,909 23,70,608

Loss before Tax (22,68,838) (2,31,52,365)

Less: Deferred Tax Assets (50,75,424)

Loss after Tax for the year (22,68,838) (1,80,76,941)

Balance brought forward from previous year (4,84,89,723) (3,04,12,782)

Balance carried forward (5,07,58,561) (4,84,89,723)



DIVIDEND

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

OPERATIONS

During the year, total income of the Company has increased to Rs. 16,91,49,772/- from Rs. 13,50,92,837/-. Loss after tax for the year is Rs. 22,68,838/- against Rs. 1,80,76,941/- in the previous year.

CLOSURE OF PLANT

Due to continued losses, 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. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September, 2008 granted permission for closure of the said textile plant at Akola. The aggrieved Labour Unions have filed appeal before the Industrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra State, Mumbai has not been given and the textile plant is in operation.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri Girish Bagri resigned as a Director of the Company with effect from 25th October, 2012. The Board places on record its appreciation for the valuable services rendered by Shri Girish Bagri during his tenure as a Director of the Company.

Shri Shekher R Singh, was appointed by the Board as an Additional Director of the Company with effect from 19th January, 2013 under Section 260 of the Companies Act, 1956 (the Act) read with Article 141 of the Articles of Association of the Company. Shri Shekher R Singh holds office up to the date of forthcoming Annual General Meeting and, being eligible, offers himself for appointment as a Director at the said meeting.

Shri O.D. Purohit and Ms. Sita Laxman, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under Section 274 (1) (g) of the Act.

AUDITORS

M/s.Vijay Rungta & Co.,Chartered Accountants, Mumbai, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224(1B) of the Act, if appointed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Act, M/s. R. Nanabhoy & Co., Cost Accountants, Mumbai, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31st March, 2013 and Cost Audit Report will be submitted to the concerned authorities.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

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 Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Act, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Act for the financial year 2012-13 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2013 -14 has been paid.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Act, 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, 2013 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.

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

S.M.Soni Sita Laxman

Mumbai, 15th May, 2013 Directors

---

Mar 31, 2012

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31st March, 2012. FINANCIAL RESULTS

(in Rs)

2011-12 2010-11

Profit/(Loss) before Depreciation, Finance Costs and Taxation (1,58,23,544) 40,68,645

Less: Depreciation 49,58,213 49,33,732

Less: Finance Costs 23,70,608 13,77,152

(Loss) before Tax (2,31,52,365) (22,42,239)

Less : Deferred Tax (Assets)/Liability (50,75,424) 4,92,969

(Loss) after Tax (1,80,76,941) (27,35,208)

Balance brought forward from previous year (3,04,12,782) (2,76,77,574)

Balance carried forward (4,84,89,723) (3,04,12,782)

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 1,350.93 lacs from Rs 2,013.60 lacs. Loss after tax for the year is Rs 180.77 lacs against Rs 27.35 lacs 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. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September, 2008 granted permission for closure of the said textile plant at Akola. The aggrieved Labour Unions have filed appeal before the Industrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra State, Mumbai has not been given and the textile plant is in operation.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri S.M.Soni and Shri S.G.Shukla, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under Section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s.Vijay Rungta & Co., Chartered Accountants, Mumbai, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants, Mumbai, expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224(1B) of the Companies Act, 1956, if appointed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Company, Cost Accountants, Mumbai, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31st March, 2012 and Cost Audit Report will be submitted to the concerned authorities.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

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 Annual Report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai, as required under Section 383A of the Companies Act, 1956 for the financial year 2011-12 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2012-13 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, 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, 2012 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 Companies Act, 1956 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.

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

S.M.Soni

Sita Laxman

Mumbai, 14th May, 2012 Directors

---

Mar 31, 2011

The Members,

The Directors present the Annual Report, together with the Audited Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS

Year ended Previous Year ended

31.03.2011 31.03.2010

Rs. Rs.

Profit/(Loss) before Interest, Depreciation, Taxation and Extraordinary Items 35,82,387 67,00,255

Less: Interest 8,90,894 7,11,065

Less: Depreciation 49,33,732 49,15,451

Profit/(Loss) before Tax and Extraordinary Items (22,42,239) 10,73,739

Less: Extraordinary Items - 31,64,713

Profit / (Loss) before Tax (22,42,239) (20,90,974)

Less: Deferred Tax (Assets)/ Liability 4,92,969 (47,14,824)

Taxes for earlier years - 1,18,760

Profit/(Loss) after Tax (27,35,208) 25,05,090

Balance brought forward from previous year (2,76,77,574) (3,01,82,664)

Balance carried forward (3,04,12,782) (2,76,77,574)

DIVIDEND

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

OPERATIONS

During the year, total income of the Company has increased to Rs. 2,190.85 lacs from Rs. 1,546.74 lacs. The Company has reported a net loss of Rs. 27.35 lacs against net profit of Rs. 25.05 lacs 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 25-0 of the Industrial Disputes Act, 1947 with the Commissioner of Labour, Maharashtra State, Mumbai for closure of the Textile plant at Akola. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September, 2008 granted permission for closure of the said textile plant at Akola. The aggrieved Labour Unions have filed appeal before the Industrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra State, Mumbai has not been given and the textile plant at Akola is in operation.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri R. L. Saboo resigned from the Directorship of the Company with effect from 29th September, 2010. The Board places on record its appreciation for the valuable services rendered by Shri R. L. Saboo during his tenure as Director of the Company.

Under Article 156 of the Articles of Association of the Company, Shri Girish Bagri and Smt. Sitalaxmi Narayanan, Directors retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s. Vijay Rungta & Co., Chartered Accountants, retire as Auditors of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Vijay Rungta & Co., Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under section 224(1 B) of the Companies Act, 1956, if appointed.

COST AUDIT

Pursuant to the directives of the Central Government under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Co., Cost Accountants, have been appointed as Cost Auditors to conduct the cost audit of the product of the Company for the year ended 31 st March, 2011 and Cost Audit Report will be submitted to the concerned authorities.

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 Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee in receipt of remuneration as prescribed under Section 217 (2A) of the Companies Act, 1956.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217(1 )(e) of the Companies Act, 1956, read with the.Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earnings and outgo has been given in a separate statement annexed hereto and forming part of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates, Practicing Company Secretaries, as required under Section 383A of the Companies Act, 1956 for the financial year 2010-11 is annexed and forming part of this Annual Report.

STOCK EXCHANGE

The Company's equity shares are listed at Bombay Stock Exchange Ltd., and the Annual Listing Fees for the year 2011-12 has been paid.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, 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, 2011 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 Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on agoing concern basis.

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

S.M.Soni

Mumbai, May 14, 2011 Sitalaxmi Narayanan ,

Registered Office:

30/Keshavrao Khadye Marg,

Directors

Sant Gadge Maharaj Chowk,

Mumbai-400 011.

---

Mar 31, 2010

The Directors present their Annual Report, together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS

Year ended Previous Year ended

31.03.2010 31.03.2009

Rs. Rs,

Profit/ (Loss) before Interest, Dpreciation Taxation and

Extraordinary Items 67,00,255 (95,04,162)

Less: Interest 7,11,065 4,95,298

Less: Depreciation 49,15,451 49,40,685

Profit (less) before Tax and Extraordinary Items 10,73,739 (1,49,40,145)

Less: Extraordinary Items 3164713 -

Profit/(Loss) before Tax (20,90,974) (1,49,40,145)

Less: Provision for Fringe Benefit Tax - 74,500

Deferred Tax (Assets)/Liability (47,14,824) 21,09,457

Taxes for earlier years 1,18,760 -

Profit/(Loss) after Tax 25,05,090 (1,71,24,102)

Balance brought forward from previous year (3,01,82,664) (1,30,58,562)

Balance carried forward (2,76,77,574) (3,01,82,664)

DIVIDEND

In view of brought forward losses, your Directors do not recommend any dividend for the year ended 31 st March, 2010.

OPERATIONS

During the year, total income of the Company has increased to Rs.1,546.74 lacs from Rs.1,254.07 lacs. Profit after tax for

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. The Commissioner of Labour, Maharashtra State, Mumbai vide their order dated 25th September 2008 granted permission for closure of the said textile plant at Akola. The aggrieved labour Unions have filed appeal before the lndustrial Tribunal against the said order and the matter is pending before the Tribunal.

In view of pending appeal before the Industrial Tribunal, the effect of the order of Commissioner of Labour, Maharashtra

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year. DIRECTORS

DIRECTORS

Shri S.G. Shukla was appointed as an Additional Director of the Company with effect from 31 st October 2009 and as per the provisions of Section 260 pf the Companies Act, 1956 (Act) holds office upto the date of ensuing Annual General Meeting .The Company has received notice along with requisite deposit from the member of the Company under Section 257 of the Act, proposing his candidature for the office of Directors of the Company.

Under Article 156 of the Article of Association of the company, Shri R.L. Saboo and Shri O.D Purohit, Directors retires by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

AUDITORS

M/s Vijay Rungta & Co, Chartered Accountants, retire as Auditors of the Company and are eligible for re-appointment The Company has received a letter from M/s Vijay Rungta & Co. Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under section 224(1B) of the Companies Act, 1956, if appointed.

COST AUDIT

Pursuant to the directives of the Central of the Central Govemment under the provisions of Section 233B of the Companies Act, 1956, M/s. R. Nanabhoy & Co. Cost Accountants have been appointed as Cost Audit report will be submitted to the concemed authorities.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Govemance as stipulated in the Listing Agreement with the stock Exchange. A separate report on Coporate Govemance along with the requisite Auditors Certificate is annexed and forms part of this Annual Report.

PARTICULARS OF EMPLOYEES

During the year under review, there was no employee in receipt of remuneration as prescribed under Section 217 (2A) of

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Information pursuant to Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of the board of Directors) Rules, 1988 regarding conservation of energy, technology absorption and foreign exchange earings and outgo has been given in a separate statement annexed hereto and forming of this Report.

SECRETARIAL COMPLIANCE CERTIFICATE

Secretarial Compliance Certificate received from M/s. Manish Ghia & Associates. Practicing Company Secretaries, as required under Section 38 3A of the Companies Act, 1956 for the financial year 2009-10 is annexed and forming part of this Report.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that: (i) in the preparation of the annual accounts, the applicable accounting standars 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 judments 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 31 st March, 2010 and of the profit of the Company for the said period:

(iii) proper and sufficiant care has been taken for the maintenance of adequate accounting recoreds in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts on a going concern basis.

ACKNOWLEDGEMENT

For and on behalf of the Board of Directors S.M.Soni Mumbai,May 21,2010

Registered Office: R.L.Saboo 30, Keshavrao Khadye Marg, sant Gadge maharaj Chowk, Mumbai - 400 011.