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Simplex Casting Annual Report

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0% found this document useful (0 votes)
232 views107 pages

Simplex Casting Annual Report

I am not a honour of this project so kindly visit to the official site of the simplex casting.

Uploaded by

SUKOMAL EKKA
Copyright
© © All Rights Reserved
We take content rights seriously. If you suspect this is your content, claim it here.
Available Formats
Download as PDF, TXT or read online on Scribd
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Simplex Castings Ltd.

Corporate Office : 32,Shivnath Complex G.E. Road, Supela, Bhilai - 490023 (C.G) India
Phone : +91-788-2290483 /84 /85 Fax : +91-788-2285664
E-Mail : [email protected] Website : www.simplexcastings.com
CIN : L27320MH1980PLC067459

Ref: SCL/FY2022-23/ BSE/25 Date: 07.09.2022

To,
The Secretary
Department of Corporate Services
Bombay Stock Exchange Limited
Floor 25, Phiroze Jeejeebhoy Tower,
Dalal Street, Mumbai-400 001

Ref No: Scrip Code-513472

Sub: Annual Report for the Financial Year 2021-22 and Notice of the 42 nd Annual General Meeting
of Simplex Castings Limited (“the Company”).

Dear Sir/Madam,

With reference to the captioned subject and pursuant to Regulation 30 and 34 (1) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 we hereby submit the 42 nd
Annual Report of Simplex Castings Limited for the Financial year 2021-22 and Notice convening
the 42nd Annual General Meeting scheduled to be held on Friday, September 30, 2022, at 3.00 P.M.
through Video Conferencing (“VC")/ Other Audio-Visual Means (“OAVM").

The Annual Report containing the Notice of Annual General Meeting is also uploaded on the
Company’s website at www.simplexcastings.com.

For, Simplex Castings Limited

Akanksha Kotwani
Company Secretary

OFFICE ADDRESS PHONE FAX E-MAIL


Regd. Office : 601/602 A, FAIRLINK CENTER, OFF ANDHERI LINK ROAD, ANDHERI (W), MUMBAI -53 022-40034768 [email protected]
Kolkata : 119, PARK STREET, WHITE HOUSE 4th FLOOR KOLKATA - 700016 (W.B.) INDIA 08961045611 033-22493251 [email protected]
Bhilai (Plant) : 5, INDUSTRIAL ESTATE, BHILAI - 490026 (C.G.) INDIA 0788-4015273 0788-4034188 [email protected]
Rajnandgaon (Plant) : 223/2,224 INDUSTRIAL ESTATE, TEDESARA, RAJNANDGAON - 491441(C.G.) INDIA 9203901697 0788-2285664 [email protected]
MESSAGE FROM THE CHAIRMAN AND MANAGING DIRECTOR
Dear Shareholders, FINANCIAL AND OPERATIONAL PERFORMANCE
It gives us pleasure to present to you your Company’s Our Company revenue from operations rose by 14% at
Annual Report for the FY 2021-22. Rs 9183.85 Lacs compared to Rs 8055.76 Lacs in FY
2021-22. The Profit Before Tax (PBT) and Profit After Tax
(PAT) for the year 2021-22 were Rs 202.95 Lacs and Rs
152.15 Lacs respectively, as against Rs 146.67 Lacs and
Rs 101.03 respectively during the previous year ended 31
March, 2021. With the improvement of economic
conditions in these markets, we anticipate further increase
in sales volume and profitability in the near future.

OPERATIONAL REVIEW
We are happy to inform you that recently the Company
has bagged an order worth of Rs 11.58 Cr from Rourkela
Steel Plant and Rs 26.00 Cr from Zarman Poland for
supply of Coke Oven Doors.

As on 31st March, 2022, the Company has pending order


worth of Rs 96.15 Cr.

THE ROAD AHEAD


Looking ahead, we will continue the next phase of our
growth journey by strengthening the quality of customer
engagement, sharpening existing strong procurement and
It gives me great pleasure to address you all as we logistics practices, enhancing safety and sustainability
collectively continue to navigate through the challenges efforts and nurturing a progressive work culture.
posed by the pandemic. We express our gratitude to all
those with whose support India managed to quickly return Recent unfortunate geopolitical developments in Europe
to the growth path. are directly and indirectly impacting the global economy
which withstood the COVID-19 challenges to a greater
As we celebrate “Azadi Ka Amrit Mahotsav” this year, we extent. We are optimistic, yet cautious in managing
continue to be proud of our nation’s past achievements associated risks, which are too early to predict.
and remain confident of advancing further on the path of
progress. Your directors and we thank our shareholders and other
stakeholders – employees, customers, partners, bankers
The Indian economy sharply bounced back in FY 2021- and Government Agencies – for their continued trust and
22, with robust GDP growth of 8.7% after 6.6% contraction support. We remain committed in acting as trustee to
reported in the previous year due to restrictions and create long-term value for all our stakeholders.
lockdowns imposed by the Government to control the
spread of COVID-19 pandemic. With Best Wishes
Government expenditure and domestic spending has
supported the economy, complemented by a long-term Ketan Shah Sangeeta Ketan Shah
focused growth-oriented budget. The initiatives Chairman Managing Director
undertaken by the Government in the recent past, such as
the commodity-intensive National Infrastructure Pipeline
(NIP) and Production Linked Incentive (PLI) scheme to
boost local manufacturing, will play a big role in making
India a manufacturing hub for global majors. This is
encouraging, and such bold and scalable programmes are
instrumental in realising the vision of a self-reliant India.
CORPORATE INFORMATION
COMMITTEES OF THE BOARD COMPANY SECRETARY
Mrs Akanksha Kotwani
AUDIT COMMITTEE
CHIEF FINANCIAL OFFICER
Mr Champak Kalyanji Dedhia Chairman
Mr Avinash Hariharno
Mrs Ushma Nitin Khabaria Member
Mrs S M Swathi Member STATUTORY AUDITORS
M/s APAS & Co LLP
NOMINATION & REMUNERATION COMMITTEE
Mr Champak Kalyanji Dedhia Chairman INTERNAL AUDITORS
Mrs Ushma Nitin Khabaria Member M/s Harshit Malviya & Associates
Mrs S M Swathi Member
COST AUDITOR
M/s Arindam Goswami & Co
STAKEHOLDERS RELATIONSHIP COMMITTEE
Mr Champak Kalyanji Dedhia Chairman SECRETERIAL AUDITOR
Mrs Ushma Nitin Khabaria Member Meena Naidu & Associates
Mrs S M Swathi Member
BANKERS
State Bank of India
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Bank of Baroda
Mr Champak Kalyanji Dedhia Chairman Union Bank of India
Mr Ketan Moolchand Shah Member
Mrs Sangeeta Ketan Shah Member REGISTRAR AND TRANSFER AGENT
Link Intime India Pvt. Ltd.
BOARD OF DIRECTORS C 101, 247 Park, L.B.S. Marg,
Vikhroli (West), Mumbai - 400083
Mr. Ketan Moolchand Shah Chairman and
Executive Director REGISTERED OFFICE
Mrs Sangeeta Ketan Shah Managing Director 601/602 A, Fairlink Center, Off Andheri Link Road,
Mr. Om Prakash Patel Executive Director Andheri (West), Mumbai -400053 (M.H.)
Mr. Champak K Dedhia Independent Director
Mrs Ushma Nitin Khabaria Independent Director CORPORATE OFFICE
Mrs. S M Swathi Independent Director Plot 32, Shivnath Complex,
G.E. Road, Supela, Bhilai – 490023 (C.G.)

CONTENT

Summarised Financial Data…………………………………………………………………………………………………2


Notice…………………………………………………………………………………………………………………………..3
Directors Report………………………………………………………………………………………………………………17
Corporate Governance Report……………………………………………………………………………………………..30
Management Discussion and analysis report…………………………………………………………………………….48
Financials………………….......................................................................................................................................54
SUMMERISED FINANCIAL DATA
Rs.In Lacs(Except Other Financial Data)
PARTICULARS 2021-22 2020-21 2019-20 2018-19 2017-18
PROFIT & LOSS ACCOUNT
Revenue from operations 9183.85 8055.76 5442.51 18297.82 22442.04
Other income 82.96 225.82 220.98 375.91 145.11
TOTAL INCOME 9266.81 8281.58 5663.49 18673.73 22587.15
(-) Cost of raw material and Component consumed 5698.99 3644.54 3323.68 9384.13 7767.5
(-) Employee benefit expenses 1357.82 1356.02 1520.51 1793.23 1727.35
(-) Purchase of Traded Goods 169.12 0.00 0.00 2384.73 7429.86
(-) Finance Costs 877.75 1011.32 964.40 1371.93 1163.14
(-) Depreciation & Amortisation Expense 560.76 601.31 714.15 1518.34 1244.58
(-) Other expenses 399.43 1781.71 4657.24 4715.53 2926.74
PROFIT BEFORE TAX BEFORE EXCEPTIONAL ITEMS 202.95 (113.33) (5516.49) (2494.16) 327.97
Exceptional Items 0.00 (260.00) 159.89 - -
PROFIT BEFORE TAX AFTER EXCEPTIONAL ITEMS 202.95 146.67 (5676.38) - -
(-) Current Tax 0 2.21 0.00 (22.19) 28.05
(-) Deferred Tax 50.8 43.43 (1140.83) (889.78) (35.55)
PROFIT AFTER TAX FROM CONTINUING OPERATIONS 152.15 101.03 (4535.55)
PROFIT AFTER TAX FROM DISCONTINUING OPERATIONS 0 0 1680.17
PROFIT FOR THE YEAR 152.15 101.03 (2855.38) (1582.18) 335.47
TOTALCOMPREHENSIVE INCOME 212.03 149.35 (3093.91) (1526.25) 232.40
EARNING PER SHARE (Rs)
Basic EPS 2.48 1.65 (46.57) (25.81) 5.61
Diluted EPS 2.48 1.65 (46.57) (19.83) 5.59
EXTRACTS FROM BALANCE SHEET
Share Capital 613.12 613.12 613.12 613.12 598.42
Equity Share Warrants 0.00 0.00 0.00 738.68 797.48
Reserve & Surplus/Other Equity 4148.74 3936.71 3787.36 6142.59 7484.36
Fixed Assets 4331.36 4820.66 5368.39 10288.72 11450.32
Inventories 7132.37 5614.68 4754.87 7636.35 8643.43
Trade Receivables
2685.58 2185.38 2079.06 8768.85 6059.93
OTHER FINANCIAL DATA
TURNOVER ( Rs.in Cr) 91.83 80.55 54.42 182.98 224.42
BOOK VALUE PER SHARE (Rs) 77.67 74.20 71.78 122.00 148.00
NET WORTH (Rs.in Cr) 47.61 45.49 44.00 74.94 88.80
DIVIDEND PER SHARE (Rs.) 0.00 0.00 0.00 0.00 0.50
2
NOTICE
Notice is hereby given that the 42nd Annual General To consider and if thought fit, to pass with or without
Meeting (AGM) of the members of Simplex Castings modification(s), the following resolution as SPECIAL
th
Limited will be held on Friday, 30 September, 2022 at RESOLUTION:
3:00 pm, through Video Conferencing (VC)/ Other Audio
Visual Means (OAVM), to transact the following business: “RESOLVED THAT pursuant to the provisions of
Section 196,197,198, Schedule V and other
applicable provisions of the Companies Act, 2013,
ORDINARY BUSINESS: and subject to such approval(s), consent(s) or
permission(s), as may be required, the consent of the
1. To consider and adopt the audited financial members of the Company be and is hereby accorded
statements for the financial year ended 31st March, to pay the remuneration as set out in the statement
2022 and, in this regard, pass the following annexed hereto, to Mr Ketan M Shah
resolutions as an Ordinary Resolutions. (DIN:00312343), Whole Time Director and Mrs
Sangeeta Ketan Shah (DIN: 05322039 ), Managing
“RESOLVED THAT the audited financial statement Director of the Company, for the financial year 2022-
of the Company for the financial year ended 31st 23 and for further two consecutive years in case of
March, 2022 and the reports of the Board of Directors absence or inadequate profits.
and Auditors thereon laid before this meeting, be and
are hereby considered, adopted and approved.” RESOLVED FURTHER THAT the Board of Directors
of the Company be and are hereby authorized to take
2. To appoint a Director in place of Mr Om all such steps as may be necessary, proper and
Prakash Patel (DIN: 08301041) who retires by expedient to give effect to this resolution.”
rotation and being eligible offer himself for re-
appointment.
5. To take loan from Directors and Promoter
Companies with an option to convert into Equity
SPECIAL BUSINESS: Shares.

3. Ratification of Remuneration to Cost Auditor To consider and if thought fit, to pass with or without
modification(s), the following resolution as SPECIAL
To Consider and if thought fit, to pass, with or without RESOLUTION:
modification(s), the following resolution as an
ORDINARY RESOLUTION:
"RESOLVED THAT pursuant to the provisions of Section
“RESOLVED THAT pursuant to the provisions of 62(3) and other applicable provisions, if any, of the
Section 148 and all other applicable provisions of the Companies Act, 2013 (including any statutory
Companies Act, 2013 and rules thereof (including modifications thereof) and any applicable rules and
any statutory modification(s) or re-enactments regulations made thereunder, the consent of the members
thereof for time being in force) the remuneration of of the Company be and is hereby accorded by way of
Rs. 70,000/-(Rupees Seventy Thousand Only) plus special resolution, to the Board of Directors of the
reimbursement of out of pocket expenses at actual Company ("Board") for borrowing from time to time, as per
basis to be paid to M/s Arindam & Associates, Cost the requirement of the Company, any sum or sums of
Accountants, Raipur having Firm Registration money from Directors of the Company and Promoter
no.000559 as Cost Auditors to conduct the audit of Companies on such terms and conditions as the Board
Cost Records of the Company for the financial year may deem fit by way of loans convertible into equity
2022-23 as recommended by the Board of the
shares at the option of Lender.
Directors, be and is hereby ratified.”

4. Approve the Remuneration to be paid to Mr Ketan RESOLVED FURTHER THAT specific Loan Agreements
M Shah, Whole Time Director and Mrs Sangeeta with the terms of conversion of Loans into equity shares
Ketan Shah, Managing Director shall be executed between the lenders (Directors or

3
Promoter Companies) and the Company governing the 3. Although, a member entitled to attend and vote at the
terms of conversion. meeting is entitled to appoint a proxy to attend and
on a poll to vote instead of himself/ herself, but since
RESOLVED FURTHER THAT the Board (including any this meeting is being held through VC/OAVM under
Committee duly constituted by the Board of Directors or the framework of MCA circulars on account of threat
any authority as approved by the Board of Directors) be posed by COVID-19, where physical presence of
members has been dispensed with, the facility of
and is hereby authorized to do all such acts, deeds and
appointment of proxy will not be available and hence
things and to sign and execute all such deeds, documents
the proxy form and attendance slip are not annexed
and instruments as may be necessary, expedient and hereto.
incidental thereto to give effect to this resolution.”
4. Since the AGM will be held through VC / OAVM, the
Route Map is not annexed to this Notice.
By Order of the Board
Simplex Castings Limited 5. Pursuant to the provisions of Section 108 of the
Companies Act, 2013 read with Rule 20 of the
Akanksha Kotwani Companies (Management and Administration)
Company Secretary Rules, 2014 (as amended) and Regulation 44 of
SEBI (Listing Obligations & Disclosure
Date : 13.08.2022 Requirements) Regulations 2015 (as amended), and
Place : Bhilai MCA Circulars dated April 08, 2020, April 13, 2020
and May 05, 2020 the Company is providing facility
Reg Off: 601/602A, Fairlink Center, Off Andheri Road, of remote e-voting to its Members in respect of the
Andheri (W), Mumbai-400 053 business to be transacted at the AGM. For this
purpose, the Company has entered into an
Notes: agreement with Central Depository Services (India)
Limited (CDSL) for facilitating voting through
1. In compliance with the provisions of the Companies electronic means, as the authorized e-Voting’s
Act, 2013 (‘Act’), SEBI (Listing Obligations and agency. The facility of casting votes by a member
Disclosure Requirements) Regulations, 2015 and using remote e-voting as well as the e-voting system
MCA circulars, the AGM of the Company is being on the date of the AGM will be provided by CDSL.
held through VC / OAVM. The Board of Directors of
the Company considered that the special business 6. The Members can join the AGM in the VC/OAVM
under Item Nos. 3 to 5 be transacted at the ensuing mode 15 minutes before and after the scheduled
AGM of the Company. time of the commencement of the Meeting by
following the procedure mentioned in the Notice. The
2. In view of the continuing Covid-19 pandemic and facility of participation at the AGM through VC/OAVM
social distancing norm, the Ministry of Corporate will be made available to atleast 1000 members on
Affairs (“MCA”) has vide it’s circular dated April 8, first come first served basis. This will not include
2020 and April 13, 2020, May 5, 2020 and January large Shareholders (Shareholders holding 2% or
13, 2021 and December 8, 2021 and December 14, more shareholding), Promoters, Institutional
2021 and May 5, 2022 (collectively referred to as Investors, Directors, Key Managerial Personnel, the
“MCA Circulars”) and Securities and Exchange Chairpersons of the Audit Committee, Nomination
Board of India vide its Circular No. and Remuneration Committee and Stakeholders
SEBI/HO/CFD/CMD1/ CIR/P/2020/79 dated May 12, Relationship Committee, Auditors etc. who are
2020 and SEBI/HO/CFD/ CMD2/CIR/P/2021/11, allowed to attend the AGM without restriction on
Dated January 15, 2021 (referred to as “SEBI account of first come first served basis.
Circular”) permitted the holding of the “AGM” through
Video Conferencing (VC) / Other Audio-Visual 7. The attendance of the Members attending the AGM
Means (OAVM), without the physical presence of the through VC/OAVM will be counted for the purpose of
Members at a common venue. Accordingly, in ascertaining the quorum under Section 103 of the
compliance with the provisions of the MCA Circulars Companies Act, 2013.
and SEBI Circulars, the AGM of the Company is
being held through VC / OAVM. Hence, Members 8. In line with the Ministry of Corporate Affairs (MCA)
can attend and participate in the AGM through Circular No. 17/2020 dated April 13, 2020, the Notice
VC/OAVM only. calling the AGM along with Annual Report for the
4
Financial year ended 31st March,2022 is available on against, if any, forthwith to the Chairman of the
the website of the Company at Company.
www.simplexcastings.com, on the website of the
Stock Exchange i.e BSE Limited at 14. The Results shall be declared on or after the AGM of
www.bseindia.com and on the website of CDSL the Company. The Results declared along with the
(agency for providing the Remote e-Voting facility Scrutinizers Report shall be placed on the
and e-voting system during the AGM) i.e. Company’s website www.simplexcastings.com and
www.evotingindia.com. on the website of CDSL within two working days from
the conclusion of AGM of the Company and
9. Members of the Company under the category of communicated to the Stock Exchange ( BSE).
Institutional Investors are requested to attend and
vote at the AGM through VC. Corporate Members/ 15. The Explanatory Statement pursuant to section 102
Institutional Investors intending to appoint their of the Companies Act, 2013 is annexed hereto.
authorized representatives pursuant to Section 113
of the Act, to attend the AGM through VC or OAVM 16. In accordance with the above mentioned MCA
or to vote through remote e-voting are requested to General Circulars and SEBI Circulars, in view of the
send a certified copy of the Board Resolution to the prevailing situation and owing to the difficulties
Scrutinizer by e-mail at [email protected]. involved in dispatching physical copies of the
Financial Statements (including Board’s Report,
10. The Register of Members and Share Transfer Books Auditor’s Report or other documents required to be
of the Company will be closed from 24th September, attached therewith) for the Financial Year ended 31st
2022 to 30th September, 2022 (both days inclusive) March, 2022 pursuant to section 136 of the Act and
for the purpose of the Annual General Meeting for Notice calling the AGM pursuant to section 101 of the
the year ended 31st March,2022. Act read with the Rules framed thereunder, such
statements including the Notice of AGM are being
11. AGM has been convened through VC/OAVM in sent only in electronic mode to those Members
compliance with applicable provisions of the whose e-mail addresses are registered with the
Companies Act, 2013 read with MCA Circular No. Company/ RTA or the Depository Participant(s). The
14/2020 dated April 08, 2020, MCA Circular No. Company will not be dispatching physical copies of
17/2020 dated April 13, 2020, MCA Circular No. such statements and Notice of AGM to any Member.
20/2020 dated May 05, 2020, MCA Circular No. Members are requested to register/update their
2/2021 dated January 13, 2021 and MCA Circular email addresses, in respect of electronic holdings
No. 03/2022 dated May 05, 2022. The Notice of AGM with the Depository through the concerned
is being sent only in electronic mode to those Depository Participants and in respect of physical
members whose, e-mail addresses are registered holdings with RTA by following due procedure. In line
with the Company/ RTA or the Depository with the Ministry of Corporate Affairs (MCA) Circular
Participant(s) as on 26th August, 2022. A person who No. 17/2020 dated April 13, 2020, a copy of the
has acquired the shares and has become a member Notice of this AGM along with Annual Report for the
of the Company after the dispatch of the Notice of Financial Year 2021-2022 is available on the website
the AGM and shareholders as on Cut-off date i.e. of the Company at www.simplexcastings.com
23rd September, 2022, shall be entitled to exercise website of the Stock Exchanges where the shares of
his/her vote electronically i.e. remote e-voting or e- the Company is listed i.e. BSE Limited at
voting system on the date of the AGM by following www.bseindia.com and the AGM Notice is also
the procedure mentioned in Annexure-B. available on the website of CDSL (agency for
providing the e-voting facility) i.e.
12. CS Meena Naidu, Practicing Company Secretary www.evotingindia.com.
(CP No. 23853 & Membership No. A28193) Meena
Naidu & Associates has been appointed as the 17. The Securities and Exchange Board of India (SEBI)
Scrutinizer to scrutinize the e-voting process in a fair has mandated the submission of Permanent Account
and transparent manner. Number (PAN) by every participant in the Securities
Market. Members holding shares in electronic form
13. The Scrutinizer shall within a stipulated period from are therefore, requested to submit the PAN to their
the conclusion of the e-voting period unblock the Depository Participants with whom they are
votes in the presence of at least two (2) witnesses maintaining their demat accounts. Members holding
not in the employment of the Company and make a the shares in physical form can submit their PAN
Scrutinizer’s Report of the votes cast in favour or details to the Company/RTA.
5
18. As per Regulation 40 of SEBI Listing Regulations, as 21. Members who hold shares under more than one folio
amended, securities of listed companies can be in name(s) in the same order, are requested to send
transferred only in dematerialised form with effect the relative Share Certificate(s) to the Company’s
from, 1st April, 2019. Further w.e.f. 24th January Registrar and Transfer Agent for consolidating the
2022, transmission or transposition of securities held holdings into one account. The Share Certificate(s)
in physical or dematerialised form shall be effected will be returned after consolidation.
only in dematerialised form. In view of this and to
eliminate all risks associated with physical shares 22. Pursuant to Section 72 of the Companies Act, 2013,
and for ease of portfolio management, members Members who hold shares in the physical form can
holding shares in physical form are requested to nominate a person in respect of all the shares held
consider converting their holdings to dematerialised by them singly or jointly. Members who hold shares
form. in single name are advised, in their own interest, to
avail of the nomination facility by filling form SH-13.
19. Transfer of Unclaimed Dividend Amounts to the Members holding shares in the dematerialized form
Investor Education and Protection Fund (IEPF): may contact their Depository Participant for
recording the nomination in respect of their holdings.
The following are the details of dividends paid by the
Company and respective due dates for transfer of
23. PROCEDURE FOR INSPECTION OF
unclaimed dividend to such Investor Education and
DOCUMENTS:
Protection Fund (IEPF) of the Central Government:
a. All the documents referred to in the
Year of Date of Due Date for accompanying notice and the statement pursuant
Dividend Declaration Transfer of to Section 102 (1) of the Companies Act, 2013
IEPF A/c shall be available for inspection through
electronic mode. Members are requested to write
2014-15 NA NA to the Company on [email protected] for
2015-16 12/03/2016 11/03/2023 inspection of said documents; and
2016-17 14/09/2017 13/09/2024
b. The Register of Directors and Key Managerial
2017-18 21/09/2018 20/09/2025 Personnel and their shareholding, maintained
2018-19 NA NA under Section 170 of the Act, and the Register of
2019-20 NA NA Contracts or Arrangements in which the directors
2020-21 NA NA are interested, maintained under Section 189 of
the Act, will be available electronically for
inspection by the Members during the AGM. All
Further, the Company shall not be in a position to documents referred to in the Notice will also be
entertain the claims of the shareholders for the available for electronic inspection by the
unclaimed dividends which have been transferred to Members from the date of circulation of this
the credit of the IEPF of the Central Government Notice up to the date of AGM. Members seeking
under the provisions of Section 125 of the Companies to inspect such documents can send an email to
Act 2013. The shareholders are requested to claim [email protected]
their dividend/shares after filing of relevant form
available at the website of IEPF at 24. Details under Regulation 36 of SEBI (Listing
http://www.iepf.gov.in/ Obligations and Disclosure Requirements)
Regulations, 2015, “Listing Regulations” in respect of
20. To prevent fraudulent transactions, members are the Director seeking re-appointment at the Annual
advised to exercise due diligence and notify any General Meeting, has also been annexed as
change in information to Registrar and Share Annexure -I. The Directors have furnished the
Transfer Agent or Company as soon as possible. requisite declarations for their re-appointment.
Members are also advised not to leave their Demat
account(s) dormant for long. Periodic statement of 25. The attendance of the Members attending the AGM
holdings should be obtained from the concerned through VC/OAVM will be counted for the purpose of
Depository Participant and holdings should be ascertaining the quorum under Section 103 of the
verified. Companies Act, 2013.

6
None of the Directors and Key Managerial Personnel of
26. Members holding shares in physical form are the Company (including relatives of Directors and Key
requested to advise any change in their registered Managerial Personnel) are in any way, whether financially
address, E-mail address, Contact Numbers and Bank or otherwise, concerned or interested, in the said
particulars etc., to the Company’s Registrar and resolution.
Share Transfer Agent (RTA), Link Intime India Private
Limited (LIIPL), Mumbai quoting their folio number at The Board of Directors recommend the Ordinary
[email protected]. Members holding
Resolution as set out at item No. 3 of the Notice for
shares in electronic form must send the advice about
approval by the members.
change in their registered address, E-mail address,
Contact Number and bank particulars to their
respective Depository Participant and not to the ITEM NO.4
Company.
Mr Ketan Moolchand Shah:
27. In all correspondence with the Company or with its The Members of the Company at the Annual General
Share Transfer Agent, members are requested to Meeting held on 30th September 2020 had approved the
quote their folio number and in case the shares are reappointment of Mr Ketan Moolchand Shah as Whole
held in the dematerialized form, they must quote their Time Director of the Company for further period of five
Client ID Number and their DPID Number. years and remuneration payable to Mr Ketan Moolchand
Shah, Whole Time Director of the Company and the Board
28. Members are encouraged to express their views /send of Directors were authorized to revise the same within the
their queries in advance mentioning their name demat overall limits prescribed in this regard.
account number / folio number, email id, mobile
number at [email protected]. Questions /
Due to inadequate profit, Mr Ketan Moolchand Shah shall
queries received by the Company till 5.00 p.m. on
Wednesday, 28th September, 2022 shall only be pay minimum remuneration of Rs 3,75,000/- per month
considered and responded during the AGM. plus perquisites accordance with Section II (A) of Part II of
Schedule V of the Companies Act, 2013.
Explanatory Statement
[Pursuant to Section 102 of the Companies Act, 2013 He has contributed a lot towards the growth of Company.
(“Act”)] He has been; drawing minimum remuneration since 2010
due to inadequate profit.
The following Statement sets out all material facts relating
to Item Nos. 3 to 5 mentioned in the accompanying Notice. Further, Mr Ketan Moolchand Shah is Promoter as
envisaged in clause 2(1)(za) of the Securities and
ITEM NO. 3 Exchange Board of India (Issue of Capital and Disclosure
Requirements) Regulation, 2009 as amended from time to
The Board of Directors of the Company on the time.
recommendation of Audit Committee, has approved the
appointment and remuneration of M/s Arindam & Mrs Sangeeta Ketan Shah:
Associates, Cost Accountants, to conduct the audit of the The Members of the Company at the Annual General
cost records of the Company for the financial year 2022- Meeting held on 26th September 2019 had approved the
23. reappointment of Mrs Sangeeta Ketan Shah as Managing
Director of the Company for period of five years and
In terms of the provisions of Section 148(3) of the remuneration payable to Mrs Sangeeta Ketan Shah,
Companies Act, 2013 read with Rules thereunder, the Managing Director of the Company and the Board of
remuneration payable to the Cost Auditors is required to Directors were authorized to revise the same within the
be ratified by the members of the Company. Accordingly, overall limits prescribed in this regard.
the members are requested to ratify the remuneration
payable to the Cost Auditors for audit of cost records of Due to inadequate profit, Mrs Sangeeta Ketan Shah shall
the Company for the financial year 2022-23 as set out in paid minimum remuneration of Rs 3,00,000/- per month
the resolution for the aforesaid services to be rendered by plus perquisites accordance with Section II (A) of Part II
them. of Schedule V of the Companies Act, 2013.

7
Mrs Sangeeta Ketan Shah has contributed a lot towards global presence as one of the reliable name for
the growth of Company. She has been drawing minimum customers.
remuneration from the date of her appointment due to
inadequate profit. Mrs Sangeeta Ketan Shah:
Mrs Sangeeta Ketan Shah holds Master degree in
Further, Mrs Sangeeta Ketan Shah is part of Promoter Business Administration. She is an experienced and
Group as envisaged in clause 2(1)(zb) of the Securities dynamic women entrepreneur. She is an active
and Exchange Board of India (Issue of Capital and member of Industrial Association, Confederation of
Disclosure Requirements) Regulation, 2009 as amended Indian Industry, Institute of Indian Foundry,
from time to time. Chhattisgarh Skills Development, and also holds
membership in various committees and associations.
The information as required under Section II of Part II
of Schedule V of the Companies Act, 2013: 2. Past Remuneration:
Mr Ketan Moolchand Shah: Rs 3,75,000 P.M Plus
I. General Information: - perquisites

1. Nature of Industry: Castings Industry Mrs Sangeeta Ketan Shah: Rs 3,00,000 P.M Plus
2. Date or expected date of commencement of perquisites
commercial production:
Simplex Castings Limited was incorporated as a 3. Recognition or awards: NA
private company on 30th January, 1980.
Subsequently, the Company got converted to Public 4. Job Profile and his suitability:
Company in 1993.
3. In case of new companies expected date of Mr Ketan Moolchand Shah has played an important
commencement of activities as per project approved role as a Leader in developing our Company
by financial institutions appearing in the prospectus:
business. He has a vast and varied experience in
NA
Marketing and Production function.
4. Financial Performance based on given indicators-
Mrs Sangeeta Ketan Shah has played an important
role in handling the administration functions. She is
Particulars 2021-22 2020-21
also a perfect personality to handle all major
Turnover 9183.85 8055.76
commercial and financial aspects of the Company.
Total Revenue 9266.81 8281.59
Profit before tax 202.95 146.67 5. Remuneration Proposed:
Profit after tax 152.15 101.03 Mr Ketan Moolchand Shah- Rs 3,75,000 P.M Plus
perquisites
5. Foreign investments or collaborations, if any: Nil Mrs Sangeeta Ketan Shah- Rs 3,00,000 P.M Plus
perquisites
II. Information about the Appointee:
6. Comparative remuneration profile with respect
1. Background Details: to industry, size of the Company,
profile of the position and person:
Mr Ketan Moolchand Shah: Taking into consideration the size of the Company,
the profile, knowledge, skills and responsibilities
Mr Ketan Moolchand Shah holds a Bachelor degree shouldered by Mr Ketan Moolchand Shah and Mrs
in Mechanical Engineering from the Madhav Institute Sangeeta Ketan Shah, the remuneration proposed to
of Technology and Science, Gwalior (M.P) and a be paid is commensurate with the remuneration
postgraduate degree in Business Management from packages paid to their similar counterparts in other
the University of Florida. Over the period of his thirty- Companies.
five years of experience and being an innovative
technocrat, company succeeded in positioning its 7. Pecuniary relationship directly or indirectly with the
Company or relationship with the managerial
personnel:
8
Beside their proposed remuneration and except the
transactions as mentioned under the heading The Loan Agreements will be executed with the lenders
‘Related Party Transaction’ in the Notes to the having one of the conditions that during the period till the
Accounts, the appointees do not have any pecuniary Loan is outstanding and/or extended period as defined in
relation with the managerial persons. the Loan Agreement, the lender shall have right (but not
obligation) to convert whole or part of the loan facility into
III. Other information: fully paid-up Equity Shares of the Company which shall
1. Reasons of loss or inadequate Profits: rank pari-passu in all respects with the then Equity Shares
Due to lack of demand of steel products in the
of the Company, by issuing advance written notice of 30
infrastructure, railway and power sector the major
days to the Company. On notice of Conversion, whole or
sectors where company sells its products. Because
of lack of development and liquidity crunch in these part of the Loan Facility amount shall be converted into
sectors there has been a low demand of company's equity shares of the Company subject to the Applicable
products. Laws in relation thereto.

2. Steps taken or proposed to be taken for Provided further, if at the time of conversion, the
improvement and Expected increase in Productivity authorised share capital of the Company is not sufficient
and Profits in measurable terms: to accommodate the allotment of equity shares to the
As long as these sectors continue to underperform, Lender, then the Company and the Promoters shall take
the prospects of the Company to achieve a higher all the necessary steps to increase the authorised share
level of production and growth will remain capital of the Company, thereby ensuring the effective
unattained. However, the company is forecasting a conversion of the relevant Loan Facility amount in
good demand in its products in the second quarter of accordance with the terms of the Loan Agreement.
current financial year in the market which will
eventually help increasing the production level of the
company thereby increasing profits. Pursuant to provisions of Section 62(3) of the Companies
Act, 2013, this resolution requires approval of the
IV. Disclosures: members by way of passing of a Special Resolution.
The information and disclosures of the remuneration Hence, the Board recommends the said enabling
package of the managerial personnel have been resolution for the approval of the members as a Special
mentioned in the Annual Report in the Corporate Resolution.
Governance Report under the heading “Details of
remuneration paid to the Directors of the Company” for the None of the Directors or Key Managerial Personnel of the
year ended March 31, 2022. Company or their relatives, except those directors who are
providing loan to the company, are in any way, concerned
The Resolution at Item No. 4 is recommended by the or interested, financially or otherwise, in the Resolution set
Board for approval by the Members by passing Special out.
Resolution.
By Order of the Board
None of the Directors or Key Managerial Personnel of the Simplex Castings Limited
Company or their respective relatives except Mr Ketan
Moolchand Shah, Mrs Sangeeta Ketan Shah and their Akanksha Kotwani
relatives is concerned or interested in the Resolution Company Secretary
mentioned at Item No. 4 of the Notice.
Date:13.08.2022
Place :Bhilai
ITEM NO 5
The Company requires financial assistance time to time in
Reg Off: 601/602A,Fairlink Center, Off Andheri Road,
form of unsecured loan from directors and promoter Andheri (W),Mumbai-400 053
companies upon such terms and conditions as may be
stipulated in the financing documents and approved by the
Board.

9
Annexure-I
Brief Profile of Appointee:

Name of Director: Om Prakash Patel

Age 17/06/1955

Date of First Appointment on Board: 14/12/2018

Qualifications Engineering degree in Mechanical

Experience/Expertise in specific Mr Om Prakash Patel has 42 years’ Experience in Marketing and Production
functional area/ Brief resume of the field. He has joined Simplex Castings Limited in year 1983 and got promoted
Director: in several positions time to time. Mr Om Prakash Patel has made significant
contribution in areas of Production, Design, Maintenance and Marketing.

Terms and conditions for As per Company Policy on appointment of Board members
appointment / reappointment

Details of As mentioned in the Corporate Governance Report (forming part of Annual


Remuneration sought to be paid Report 2021-22)
and Remuneration last drawn:
Number of Board Meetings attended 2/5
during FY 2021-22:

Other Directorship held: Nil

No. of Shares Held (as on 31st 0


March,2022) (0.00%)

Name of committees in which he/she Nil


holds membership/ chairmanship

Relationship with other Directors None


and KMPs of the Company

10
Annexure - II
I THE INTRUCTIONS OF SHAREHOLDERS FOR E-VOTING AND JOINING VIRTUAL MEETINGS ARE AS
UNDER:

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders
holding shares in demat mode.

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode
and non-individual shareholders in demat mode.

(i) The voting period begins on 27th September, 2022 ( 9 A.M IST) and ends on 29th September, 2022
(5 P.M IST). During this period shareholders of the Company, holding shares either in physical form
or in dematerialized form, as on the cut-off date (record date) of 23rd September, 2022 may cast their
vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the
meeting venue.

(iii) Currently, there are multiple e-voting service providers (ESPs) providing e-voting facility to listed
entities in India. This necessitates registration on various ESPs and maintenance of multiple user
IDs and passwords by the shareholders.

In order to increase the efficiency of the voting process, pursuant to a public consultation, it has been
decided to enable e-voting to all the demat account holders, by way of a single login credential,
through their demat accounts/ websites of Depositories/ Depository Participants. Demat account
holders would be able to cast their vote without having to register again with the ESPs, thereby, not
only facilitating seamless authentication but also enhancing ease and convenience of participating
in e-voting process.

Step 1 : Access through Depositories CDSL/NSDL e-Voting system in case of individual shareholders holding
shares in demat mode.

(iv) In terms of SEBI circular no. SEBI/HO/CFD/CMD/CIR/P/2020/242 dated December 9, 2020 on e-


Voting facility provided by Listed Companies, Individual shareholders holding securities in demat
mode are allowed to vote through their demat account maintained with Depositories and Depository
Participants. Shareholders are advised to update their mobile number and email Id in their demat
accounts in order to access e-Voting facility.

Pursuant to abovesaid SEBI Circular, Login method for e-Voting and joining virtual meetings for
Individual shareholders holding securities in Demat mode CDSL/NSDL is given below:

11
Type of shareholders Login Method
1. Users who have opted for CDSL Easi / Easiest facility, can login through their
Individual Shareholders existing user id and password. Option will be made available to reach e-Voting
holding securities in page without any further authentication. The URL for users to login to Easi / Easiest
Demat mode with CDSL are https://web.cdslindia.com/myeasi/home/login or visit www.cdslindia.com and
Depository click on Login icon and select New System Myeasi.

2. After successful login the Easi / Easiest user will be able to see the e-Voting option
for eligible companies where the evoting is in progress as per the information
provided by company. On clicking the evoting option, the user will be able to see
e-Voting page of the e-Voting service provider for casting your vote during the
remote e-Voting period or joining virtual meeting & voting during the meeting.
Additionally, there is also links provided to access the system of all e-Voting
Service Providers i.e. CDSL/NSDL/KARVY/LINKINTIME, so that the user can visit
the e-Voting service providers’ website directly.

3. If the user is not registered for Easi/Easiest, option to register is available at


https://web.cdslindia.com/myeasi/Registration/EasiRegistration

4. Alternatively, the user can directly access e-Voting page by providing Demat
Account Number and PAN No. from a e-Voting link available
on www.cdslindia.com home page or click on
https://evoting.cdslindia.com/Evoting/EvotingLogin The system will authenticate
the user by sending OTP on registered Mobile & Email as recorded in the Demat
Account. After successful authentication, user will be able to see the e-Voting
option where the evoting is in progress and also able to directly access the system
of all e-Voting Service Providers.

1) If you are already registered for NSDL IDeAS facility, please visit the e-Services
Individual Shareholders website of NSDL. Open web browser by typing the following URL:
holding securities in demat https://eservices.nsdl.com either on a Personal Computer or on a mobile. Once
mode with NSDL the home page of e-Services is launched, click on the “Beneficial Owner” icon
Depository under “Login” which is available under ‘IDeAS’ section. A new screen will open.
You will have to enter your User ID and Password. After successful authentication,
you will be able to see e-Voting services. Click on “Access to e-Voting” under e-
Voting services and you will be able to see e-Voting page. Click on company name
or e-Voting service provider name and you will be re-directed to e-Voting service
provider website for casting your vote during the remote e-Voting period or joining
virtual meeting & voting during the meeting.

2) If the user is not registered for IDeAS e-Services, option to register is available at
https://eservices.nsdl.com. Select “Register Online for IDeAS “Portal or click at
https://eservices.nsdl.com/SecureWeb/IdeasDirectReg.jsp

3) Visit the e-Voting website of NSDL. Open web browser by typing the following
URL: https://www.evoting.nsdl.com/ either on a Personal Computer or on a mobile.
Once the home page of e-Voting system is launched, click on the icon “Login”
which is available under ‘Shareholder/Member’ section. A new screen will open.
12
You will have to enter your User ID (i.e. your sixteen digit demat account number
hold with NSDL), Password/OTP and a Verification Code as shown on the screen.
After successful authentication, you will be redirected to NSDL Depository site
wherein you can see e-Voting page. Click on company name or e-Voting service
provider name and you will be redirected to e-Voting service provider website for
casting your vote during the remote e-Voting period or joining virtual meeting &
voting during the meeting

Individual Shareholders You can also login using the login credentials of your demat account through your
(holding securities in Depository Participant registered with NSDL/CDSL for e-Voting facility. After
demat mode) login through Successful login, you will be able to see e-Voting option. Once you click on e-
their Depository Voting option, you will be redirected to NSDL/CDSL Depository site after
Participants (DP) successful authentication, wherein you can see e-Voting feature. Click on
company name or e-Voting service provider name and you will be redirected to e-
Voting service provider website for casting your vote during the remote e-Voting
period or joining virtual meeting & voting during the meeting.

Important note: Members who are unable to retrieve User ID/ Password are advised to use Forget User ID and
Forget Password option available at abovementioned website.

Helpdesk for Individual Shareholders holding securities in demat mode for any technical issues related to
login through Depository i.e. CDSL and NSDL

Login type Helpdesk details


Individual Shareholders holding securities in Members facing any technical issue in login can contact CDSL
Demat mode with CDSL helpdesk by sending a request at
[email protected] or contact at toll free no. 1800
22 55 33

Individual Shareholders holding securities in Members facing any technical issue in login can contact NSDL
Demat mode with NSDL helpdesk by sending a request at [email protected] or call at toll
free no.: 1800 1020 990 and 1800 22 44 30

Step 2 : Access through CDSL e-Voting system in case of shareholders holding shares in physical mode and non-
individual shareholders in demat mode.

(v) Login method for e-Voting and joining virtual meetings for Physical shareholders and shareholders other than
individual holding in Demat form.

1) The shareholders should log on to the e-voting website www.evotingindia.com.


2) Click on “Shareholders” module.
3) Now enter your User ID
a. For CDSL: 16 digits beneficiary ID,
b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,
c. Shareholders holding shares in Physical Form should enter Folio Number registered with the Company.

4) Next enter the Image Verification as displayed and Click on Login.


5) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier e-
voting of any company, then your existing password is to be used.

13
6) If you are a first-time user follow the steps given below:

For Physical shareholders and other than individual shareholders holding shares in
Demat.
PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both
demat shareholders as well as physical shareholders)

 Shareholders who have not updated their PAN with the Company/Depository
Participant are requested to use the sequence number sent by Company/RTA or
contact Company/RTA.
Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your
Bank Details demat account or in the company records in order to login.
OR Date of  If both the details are not recorded with the depository or company, please enter the
Birth (DOB) member id / folio number in the Dividend Bank details field.

(vi) After entering these details appropriately, click on “SUBMIT” tab.

(vii) Shareholders holding shares in physical form will then directly reach the Company selection screen. However,
shareholders holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required
to mandatorily enter their login password in the new password field. Kindly note that this password is to be also
used by the demat holders for voting for resolutions of any other company on which they are eligible to vote,
provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your
password with any other person and take utmost care to keep your password confidential.

(viii) For shareholders holding shares in physical form, the details can be used only for e-voting on the resolutions
contained in this Notice.

(ix) Click on the EVSN for the relevant Simplex Castings Limited on which you choose to vote.

(x) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO”
for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution
and option NO implies that you dissent to the Resolution.

(xi) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(xii) After selecting the resolution, you have decided to vote on, click on “SUBMIT”. A confirmation box will be
displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and
accordingly modify your vote.

(xiii) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(xiv) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xv) If a demat account holder has forgotten the login password then Enter the User ID and the image verification
code and click on Forgot Password & enter the details as prompted by the system.

14
(xvi) There is also an optional provision to upload BR/POA if any uploaded, which will be made available to scrutinizer
for verification.

(xvii) Additional Facility for Non – Individual Shareholders and Custodians –For Remote Voting only.

 Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodians are required to log on
to www.evotingindia.com and register themselves in the “Corporates” module.
 A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed to
[email protected].
 After receiving the login details a Compliance User should be created using the admin login and password. The
Compliance User would be able to link the account(s) for which they wish to vote on.
 The list of accounts linked in the login will be mapped automatically & can be delink in case of any wrong
mapping.
 It is Mandatory that, a scanned copy of the Board Resolution and Power of Attorney (POA) which they have
issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to
verify the same.
 Alternatively, Non Individual shareholders are required mandatory to send the relevant Board Resolution/
Authority letter etc. together with attested specimen signature of the duly authorized signatory who are
authorized to vote, to the Scrutinizer and to the Company at the email address viz; [email protected],
if they have voted from individual tab & not uploaded same in the CDSL e-voting system for the scrutinizer to
verify the same.

II INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING
MEETING ARE AS UNDER:

1. The procedure for attending meeting & e-Voting on the day of the AGM is same as the instructions mentioned
above for e-voting.

2. The link for VC/OAVM to attend meeting will be available where the EVSN of Company will be displayed after
successful login as per the instructions mentioned above for e-voting.

3. Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will
not be eligible to vote at the AGM.

4. Shareholders are encouraged to join the Meeting through Laptops / IPads for better experience.

5. Further shareholders will be required to allow Camera and use Internet with a good speed to avoid any
disturbance during the meeting.

6. Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via
Mobile Hotspot may experience Audio/Video loss due to Fluctuation in their respective network. It is therefore
recommended to use Stable Wi-Fi or LAN Connection to mitigate any kind of aforesaid glitches.

7. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote
on the Resolutions through remote e-Voting and are otherwise not barred from doing so, shall be eligible to vote
through e-Voting system available during the AGM.

15
8. If any Votes are cast by the shareholders through the e-voting available during the AGM and if the same
shareholders have not participated in the meeting through VC/OAVM facility, then the votes cast by such
shareholders may be considered invalid as the facility of e-voting during the meeting is available only to the
shareholders attending the meeting.

III PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE
COMPANY/DEPOSITORIES.

1. For Physical shareholders- please provide necessary details like Folio No., Name of shareholder,
scanned copy of the share certificate (front and back), PAN (self-attested scanned copy of PAN
card), AADHAR (self-attested scanned copy of Aadhar Card) by email to Company/RTA email id.
2. For Demat shareholders -, Please update your email id & mobile no. with your respective Depository
Participant (DP)
3. For Individual Demat shareholders – Please update your email id & mobile no. with your respective
Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through
Depository.
IV If you have any queries or issues regarding attending AGM & e-Voting from the CDSL e-Voting System, you can write
an email to [email protected] or contact at toll free no. 1800 22 55 33.

V All grievances connected with the facility for voting by electronic means may be addressed to Mr. Rakesh Dalvi, Sr.
Manager, (CDSL, ) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill
Compounds, N M Joshi Marg, Lower Parel (East), Mumbai - 400013 or send an email to
[email protected] or call toll free no. 1800 22 55 33.

16
DIRECTOR’S REPORT
Dear Members,

Your Directors have pleasure in presenting the 42nd Annual Report on the business & operations of the Company
with the Audited Financial Statement for the year ended 31st March 2022.

FINANCIAL HIGHLIGHTS
Financial results are presented in the table below:

Particulars 31st March, 2022 31st March, 2021


Revenue from Operations 9183.85 8055.76
Other Income 82.96 225.82
Less: Finance Costs 877.75 1011.32
Less: Depreciation and amortization expenses 560.76 601.31
Profit Before Tax and Exceptional Item 202.95 (113.33)
Less: Exceptional Item - (260.00)
Less: Tax Expense 50.80 45.64
Profit After Tax 152.15 101.03
Other Comprehensive Income 59.88 48.32
Total Comprehensive Income 212.03 149.35

PERFORMANCE OF THE COMPANY TRANSFER TO RESERVES


Our Company revenue from operations increased by Your Company has not transferred any amount to the
14.00% at Rs 9183.85 Lacs compared to Rs 8055.76 General Reserves Account during the Financial Year
Lacs in FY 2020-21. The Profit Before Tax (PBT) and 2021-22.
Profit After Tax (PAT) for the year 2021-22 were Rs
202.95 Lacs and Rs 152.14 Lacs respectively, as SUBSIDIARY, JOINT VENTURE (JV) AND
against Rs 146. 67 Lacs and Rs 101.03 Lacs ASSOCIATE COMPANIES
The Company has filed the strike off application before
respectively during the previous year ended 31 March,
Accounting and Corporate Regulatory Authority,
2021.
Singapore for closing of Simplex Castings
International Pte Ltd and the same has been approved
With the improvement of economic conditions in these
by the Authority. The Company does not have any
markets, we anticipate further increase in sales
associate or joint venture company.
volume and profitability in the near future.
MANAGEMENT DISCUSSION AND ANALYSIS
DIVIDEND
REPORT
Your Company intends to conserve available
A detailed report on the Management Discussion and
resources to invest in the growth of the business and
Analysis in terms of the provisions of Regulation 34 of
pursue strategic growth opportunities. Accordingly,
the SEBI (Listing Obligations and Disclosure
your Directors do not recommend any dividend for the
Requirements) Regulations, 2015 is provided as a
year.
separate chapter in the annual report.

17
MATERIAL CHANGES AND COMMITEMENT The Board recommends his re-appointment for the
AFFECTING FINANCIAL POSITION OF THE consideration of the Members of the Company at the
COMPANY forthcoming Annual General Meeting. Brief profile of
There have been no material changes and Mr. Om Prakash Patel has been given in the Notice
commitments affecting the financial position of the convening the Annual General Meeting.
Company which have occurred between the end of the
financial year of the Company to which the financial KEY MANAGERIAL PERSONNEL
statements relate and the date of this report except an The following are the Key Managerial Personnel of the
unfortunate fire accident occurred at around 2.00 am Company as on 31st March, 2022:
on 1st June, 2022 at one of our factory office building 1. Mrs Sangeeta K Shah: Managing Director
in our plant situated on Unit-1 ,5, Industrial Estate, 2. Mr. Avinash Hariharno: Chief Financial Officer
Bhilai (C.G) — 490026. Company. The fire has been 3. Mrs Akanksha Kotwani: Company Secretary
brought under control and there is no loss or injury to
Human Life. The estimated losses are adequately During the year, following no changes took place in
covered by Insurance. However, the operations at the the Key Managerial Personnel
plant are not affected.
PERFORMANCE EVALUATION
DEPOSITS Meeting the requirements of the statute and
During the year under review, your Company has not considering Board Performance Evaluation as an
accepted any deposits within the meaning of Sections important step for a Board to transit to a higher level
73 and 74 of the Companies Act, 2013 read with of performance, the Nomination and Remuneration
Companies (Acceptance of Deposits) Rules, 2014 Committee has laid down a comprehensive
(including any statutory Modification(s) or re- framework for carrying out the evaluations prescribed
enactment(s) for the time being in force). in the Companies Act, 2013 and the SEBI (Listing
Obligations and Disclosure Requirements)
CORPORATE GOVERNANCE Regulations, 2015.
The Company has taken the requisite steps to comply
with the recommendations concerning Corporate The framework was developed to give all Board
Governance. members an opportunity to evaluate and discuss the
Board’s performance openly from multiple
A separate statement on Corporate Governance perspectives and enhance governance practices
together with a certificate from the practicing within the Board. The framework describes the
Company Secretary regarding compliance of evaluation coverage and the process thereof.
conditions of Corporate Governance as stipulated
under SEBI (Listing Obligations and Disclosure A structured questionnaire each for evaluation was
Requirements) Regulations, 2015 forms part of the prepared and a separate exercise was carried out to
Annual Report. evaluate the performance of individual Directors
including the Chairman of the Board.
CHANGE IN THE NATURE OF BUSINESS, IF ANY
There was no change in the nature of business of the The performance evaluation of the Independent
Company during the Financial Year ended 31st Directors was also carried by the entire Board. The
March, 2022. performance evaluation of the Chairman, Managing
Director & Executive Directors was carried out by the
DIRECTORS AND KEY MANAGERIAL independent Directors at its separate meeting held on
PERSONNEL 12th February, 2022. The Directors expressed their
satisfaction with the evaluation process.
Retirement of director by rotation
In accordance with the provisions of Section 152 of STATEMENT ON DECLARATION BY
the Act and the Company’s Articles of Association, Mr INDEPENDENT DIRECTOR:
Om Prakash Patel (DIN: 08301041), Director retires All Independent Directors of the Company have given
by rotation at the forthcoming Annual General Meeting declarations as required under the provisions of
and, being eligible offers himself for re-appointment. Section 149 (7) of the Companies Act, 2013 stating
18
that they meet the eligibility criteria of independence independent judgment. The Directors are also
as laid down under section 149(6) of the Companies expected to abide by the respective Code
Act, 2013 and Regulation 25 of Securities and of Conduct as applicable to them.
Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015.  Independence - A Director will be considered
independent if he/she meets the criteria laid
FAMILIARISATION PROGRAMME OF down in Section 149(6) of the Act, the Rules
INDEPENDENT DIRECTORS framed thereunder and Regulation 16(1)(b) of the
The Company conducts Familiarization Programme Listing Regulations, as amended from time to
for the Independent Directors to provide them an time.
opportunity to familiarize with the Company, its
Management and its operations so as to gain a clear PARTICULARS OF EMPLOYEES AND RELATED
understanding of their roles, rights and responsibilities DISCLOSURES
and contribute significantly towards the growth of the The information required under Section 197 of the
Company. The initiatives undertaken by the Company Companies Act, 2013 and Rule 5 (1) Companies
(Appointment and Remuneration of Managerial
in this respect has been disclosed on the website of
Personnel) Rules, 2014 (including any statutory
the Company at www.simplexcastings.com and modification(s) or re-enactment(s) thereof for the time
weblink is being in force is set out in the Annexure-I to this
http://www.simplexcastings.com/public/asset/docs/in report.
vestor/notice-announcements/notices/2021-22.pdf
The Company does not have any employee, whose
NOMINATION AND REMUNERATION POLICY particulars are required to be given pursuant to the
The remuneration paid to the Directors is in provisions of section 197 of the Companies Act, 2013
accordance with the Nomination and Remuneration read with Rule 5(2) & (3) of the Companies
Policy formulated in accordance with Section 178 of (Appointment and Remuneration of Managerial
the Companies Act, 2013 and Regulation 19 of the Personnel) Rules, 2014.
Listing Regulations (including any statutory
modification(s) or re-enactment(s) for the time being The statement containing the names of top ten
in force). The silent aspects covered in the Nomination employees in terms of remuneration drawn and the
and Remuneration Policy has been outlined in the particulars of employees as required under Section
Corporate Governance Report which forms part of this 197(12) of the Companies Act, 2013 read with Rule
report. 5(2) of the aforementioned Rules will be made
available on request sent to the Company on
CRITERIA FOR DETERMINING QUALIFICATIONS, [email protected].
POSITIVE ATTRIBUTES AND INDEPENDENCE OF
A DIRECTOR DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of the provisions of Section 178(3) of the Act Pursuant to Section 134(3)(c) and Section 134(5) of
and Regulation 19 of the Listing Regulations, the NRC the Companies Act, 2013 (including any statutory
has formulated the criteria for determining modifications or re-enactments thereof for the time
qualifications, positive attributes and independence of being in force), the Directors of the Company confirm
Directors, the key features of which are as follows: that:
 Qualifications – The Board nomination process
encourages diversity of thought, experience, a. In the preparation of the annual accounts for the
knowledge, age, and gender. It also ensures that financial year ended 31st March, 2022, the
the Board has an appropriate blend applicable Accounting Standards and Schedule
of functional and industry expertise. III of the Companies Act,2013 have been
followed and there are no material departures
 Positive Attributes - Apart from the duties of from the same;
Directors as prescribed in the Act, the Directors
are expected to demonstrate high standards of b. the Directors have selected such accounting
ethical behaviour, communication skills, and policies and applied them consistently, and made
19
judgments and estimates that are reasonable perform their duties.
and prudent so as to give a true and fair view of
the state of affairs of the Company as at 31st All the Independent Directors of the Company
March, 2022 and of the profit and loss of the attended the separate Meeting of Independent
Company for the financial year ended 31st March, Directors. Mr Champak K Dedhia chaired the Meeting.
2022;
STATUTORY AUDITORS AND THEIR REPORT
c. proper and sufficient care has been taken for the At the 41st AGM of the Company held on 30th
maintenance of adequate accounting records in September, 2021, the shareholders had approved the
accordance with the provisions of the Companies reappointment of M/s APAS & Co, Chartered
Act, 2013 for safeguarding the assets of the Accountants (Firm Registration No. No.000340C), as
Company and for preventing and detecting fraud Statutory Auditors of the Company, to hold office till
and other irregularities; the conclusion of the 44th AGM.
d. the Annual Accounts have been prepared on a The Auditors have issued an un modified opinion on
going concern basis; the Financial Statements, for the financial year ended
31st March, 2022.
e. proper internal financial controls laid down by the
Directors were followed by the Company and that The Emphasis of matter in Audited Financial
such internal financial controls are adequate and
Statement and management reply thereto was as
operating effectively; and
under: -
f. Proper systems to ensure compliance with the SL Auditors' emphasis Management's Reply
provisions of all applicable laws were in place No on matters
and that such systems are adequate and 1. In view of the Looking into the
operating effectively. ongoing war in uncertainty of
Ukraine, company dispatches related to
MEETING OF BOARD AND COMMITTEES has written down such items due to
The details of the meetings of the Board of Directors semi-finished goods continuing war
and its Committees, convened during the financial amounting to Rs. situation between
Year 2021-22 are given in the Corporate Governance 318.04 lakhs
Ukraine and Russia,
Report which forms a part of Annual Report. (amount over ECGC
management has
cover of 5 crores)
pertaining to decided to written
SEPARATE MEETING OF THE INDEPENDENT
DIRECTORS inventory related to down the underlying
During the year under review, the Independent order from Ukraine semi-finished stock in
Directors met on 12th February, 2022, without the company as there is the Godown by cutting
attendance of Non-Independent Directors and no certainty of the same and using as
members of the management, inter alia, to discuss on payments and raw material.
dispatch for the said
the following:
orders till the Geo
 To review the performance of the Non political tension in
Independent Directors and the Board as whole; the country is eased
out.
 Review the performance of the Chairperson of
your Company, taking into account views of
Executive/Non-Executive Directors; and
COST AUDITOR AND THEIR REPORT
Pursuant to Section 148(2) of the Companies Act,
 Assess the quality, quantity and timeliness of flow
2013 read with the Companies (Cost Records and
of information between your Company’s
Audit) Amendment Rules, 2014, your Company is
management and the Board that was necessary
required to get its cost accounting records audited by
for the Board to effectively and reasonably
a Cost Auditor.
20
Accordingly, the Board, at its meeting held on 28th May RELATED PARTY TRANSACTIONS
,2022, has on the recommendation of the Audit All Related Party Transactions (RPTs) entered into by
Committee, re-appointed M/s Arindam & Associates, the Company during the year under review were on an
Cost Accountants to conduct the audit of the cost arms’ length basis and in the ordinary course of
accounting records of the Company for F.Y. 2022-23 business. These were no material RPTs under
on a remuneration of Rs 0.70 lacs plus taxes as Regulation 23 of the Listing Regulations. Given that
applicable and out-of-pocket expenses. The the Company does not have anything to report
remuneration is subject to the ratification of the pursuant to Section 134(3)(h) of the Act read with Rule
Members in terms of Section 148 read with Rule 14 of 8(2) of the Companies (Accounts) Rules, 2014 in
the Companies (Audit and Auditors) Rules, 2014. Form No. AOC- 2, therefore the same is not provided.
All related party transactions are approved by the
INTERNAL AUDITOR Audit Committee and are periodically reported to the
Pursuant to the provisions of section 138 and rules Audit Committee. Prior approval of the Audit
made there under, the Board on recommendation of Committee was obtained on a periodic basis for the
Audit Committee, in the Board Meeting held on 28th transactions which were planned and / or repetitive in
May, 2022 has reappointed M/s Harshit Malviya & nature and omnibus approvals were also taken as per
Associates, Chartered Accountants for the FY 2022- the policy laid down for unforeseen transactions.
23.
The Policy on Related Party Transactions as
SECRETARIAL AUDITOR AND THEIR REPORT approved by the Board of Directors is available on the
Pursuant to the provisions of Section 204 of the Company’s website.
Companies Act, 2013 and The Companies
(Appointment and Remuneration of Managerial The details of the transactions with related parties
Personnel) Rules, 2014, the Company has appointed during FY 2021-22 are provided in the accompanying
M/s Divanshu Mittal & Associates, Company financial statements.The transactions with person or
Secretaries, (FCS 8703, CP No. 13800) to undertake entity belonging to the promoter/ promoter group
the Secretarial Audit of the Company for the Financial which hold(s) 10% or more shareholding in the
Year 2021-22. Company has been disclosed in the accompanying
financial statements.
The Secretarial Audit Report for the financial year
ended 31st March, 2022 is annexed herewith as PARTICULARS OF LOANS, GUARANTEES OR
Annexure II to this report. INVESTMENTS
Details of loans, guarantees and investments under
The Secretarial Audit Report does not contain any the provisions of Section 186 of the Act read with the
qualification, reservation or adverse remark. Companies (Meetings of Board and its Powers) Rules,
2014, as on 31st March, 2022, are set out in Notes to
DETAILS IN RESPECT OF FRAUDS REPORTED the Financial Statements of the Company.
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT SHARE CAPITAL
The Statutory Auditors, Cost Auditor or Secretarial The paid-up Equity Share Capital as on 31st March,
Auditor of the Company have not reported any frauds 2022 is Rs 613.12 Lacs.
to the Audit Committee or to the Board of Directors
under Section 143(12) of the Companies Act, 2013, Your Company has not issued equity shares with
including rules made thereunder. differential rights as to dividend, voting or otherwise;
and does not have any ESOP Scheme for its
EXTRACT OF ANNUAL RETURN employees/Directors. As on March 31, 2022, none of
The Extract of the Annual Return of the Company has the Directors of the Company hold instruments
been placed on the website of the Company at convertible into Equity Shares of the Company.
www.simplexcastings.com.
LISTING OF SHARES
The Company Securities are listed on Bombay Stock
Exchange and Calcutta Stock Exchange.
21
The Annual Report on Corporate Social Responsibility
RISK MANAGEMENT activities during the year are set out in Annexure III of
The Company has in place comprehensive risk this Report in the format prescribed in the Companies
assessment and minimization procedures, which are (Corporate Social Responsibility Policy) Rules 2014.
reviewed by the Board periodically. The Company has
been addressing various risks impacting the CONSERVATION OF ENERGY, TECHNOLOGY
Company. ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
DISCLOSURE ON AUDIT COMMITTEE Information on conservation of energy, technology
The Audit Committee as on 31st March, 2022 absorption, foreign exchange earnings and outgo
comprises of the following Independent Directors: required to be given pursuant to Section 134(3) (m) of
Mr Champak K Dedhia (Chairman), Ms Ushma Nitin the Companies Act, 2013 read with Rule 8 of the
Khabaria and Mrs S. M Swathi as Members. Companies (Accounts) Rules, 2014 is annexed
herewith as Annexure – IV to this report.
The Board has accepted all recommendations made
by the Audit Committee during the year. INTERNAL FINANCIAL CONTROL
Internal Financial Controls are an integrated part of
VIGIL MECHANISM the risk management process, addressing financial
A Vigil Mechanism Policy for Directors and employees and financial reporting risks. The internal financial
of the Company is constituted, to provide a controls have been documented, digitized and
mechanism which ensures adequate safeguards to embedded in the business processes.
employees and Directors from any victimization on
rising of concerns of any violations of legal or Assurance on the effectiveness of internal financial
regulatory requirements, incorrect or controls is obtained through management reviews,
misrepresentation of any, financial statements and control self-assessment, continuous monitoring by
reports, etc. functional experts as well as testing of the internal
financial control systems by the internal auditors
All employees of the Company have access to the during the course of their audits. We believe that these
Chairman of the Audit Committee in case they want to systems provide reasonable assurance that our
report any concern. The Policy on Vigil Mechanism is internal financial controls are designed effectively and
available on your Company website. are operating as intended.

During the year under review, the Company has not SIGNIFICANT AND MATERIAL ORDERS PASSED
received any complaints under the Mechanism. BY THE REGULATORS / COURTS
There are no significant and material orders passed
CORPORATE SOCIAL RESPONSIBILITY: by the Regulators or Courts or Tribunals which would
The CSR Committee has formulated a CSR policy of impact the going concern status of the Company and
the Company for undertaking the activities as its operation in future.
specified in Schedule VII to the Companies Act, 2013.
A copy of the CSR Policy has been posted on the INVESTOR EDUCATION AND PROTECTION FUND
website of the company at www.simplexcastings.com (IEPF)
and also on the following weblink Pursuant to the provisions of Section 125 of the
http://www.simplexcastings.com/investors/code-of- Companies Act, 2013, the outstanding amount of
conduct/docs/policies/Corporate_Social_Responsibili dividend which remained unpaid or unclaimed for a
ty_Policy.pdf. period of seven years and shares whose dividend was
unpaid/unclaimed for seven consecutive years have
The Composition of the CSR Committee: been transferred by the Company, from time to time
Mr Champak K Dedhia (Chairman) on due dates, to the Investor Education and Protection
Mrs Sangeeta Ketan Shah (Member) Fund.
Mr Ketan M Shah(Member)
During the year under review, the Company has
credited Rs 0.80 Lacs to the Investor Education and
22
Protection Fund (IEPF) pursuant to Section 125 of the DETAILS OF DIFFERENCES BETWEEN AMOUNT
Companies Act, 2013/ Section 205C of the OF THE VALUATION DONE AT THE TIME OF ONE
Companies Act, 1956 read with the Investor TIME SETTLEMENT AND THE VALUATION DONE
Education and Protection Fund (Awareness and WHILE TAKING LOAN FROM THE BANKS OR
Protection of Investors) Rules, 2001 relating to the FINANCIAL INSTITUTIONS ALONG WITH THE
Dividend paid by the Company for FY 2013-14. REASON THEREOF:
Your Company has not made any one-time settlement
During the year under review, the Company has also with any of its lenders.
transferred 9216 Equity Shares to the Investor
Education and Protection Fund (IEPF) relating to 79 DETAILS OF APPLICATIONS MADE OR ANY
shareholders of the Company, whose dividend were PROCEDDINGS PENDING UNDER THE
unclaimed/unpaid for seven consecutive years, INSOLVANCY AND BANKRUTCY 2016:
pursuant to Section 125 of the Companies Act, 2013 Cimmco Ltd. has filed an application before NCLT,
read with the Investor Education and Protection Fund Mumbai for demanding Rs.831.01 lacs for non-supply
(Awareness and Protection of Investors) Rules, 2001 of Bogie which is on account of loss of profit, goodwill,
and the Investor Education and Protection Fund harassment, LD, Interest etc. from the company
Authority (Accounting, Audit, Transfer and Refund) whereas the company is having receivable of
Rules, 2016. Rs.91.01 lacs against supply of Bogie to Cimmco Ltd.
The company has also filed an application before
Pursuant to the provisions of Investor Education and NCLT, Kolkata for demanding Rs.91.01 lacs but due
Protection Fund (Uploading of information regarding COVID-19, the hearing was adjourned. The Company
unpaid and unclaimed amounts lying with companies) has not provided for the liability towards the amount of
Rules, 2012, the Company has uploaded the details claims raised by Cimmco against the Company, in
of unpaid and unclaimed amounts lying with the view of strong defence of the Company, the
Company, as on 30th September 2021 (date of last management believes ultimate outcome of the
Annual General Meeting) on the Company’s website proceedings is expected to be in Company's favour.
at www.simplexcastings.com and on the website of
the Ministry of Corporate Affairs. Any person, whose COMPLIANCE OF SECRETARIAL STANDARD:
unclaimed or unpaid amount has been transferred by Your Company have complied with all Secretarial
the Company to IEPF may claim their refunds to the Standards issued by the Institute of Company
IEPF authority. For claiming such amount, claimant Secretaries of India (ICSI) and approved by Central
needs to file form IEPF-5 along with requisite Government from time to time.
documents.
DISCLOSURE UNDER SEXUAL HARASSMENT OF
The detailed procedure for claiming shares and WOMEN AT THE WORKPLACE (PREVENTION,
Dividend Amount has been uploaded on the Website PROHIBITION & REDRESSAL) ACT, 2013
of the Company at www.simplexcastings.com and The Company has adopted zero tolerance for sexual
also available on the website of IEPF harassment at the workplace and has formulated a
(www.iepf.gov.in). policy on prevention, prohibition, and redressal of
sexual harassment at the workplace in line with the
The Nodal Officer for the purpose of IEPF is Company provisions of the Sexual Harassment of Women at
Secretary and the website address is Workplace (Prevention, Prohibition and Redressal)
www.simplexcastings.com. Act, 2013 and the rules thereunder for prevention and
redressal of complaints of sexual harassment at
HUMAN RESOURCE AND INDUSTRIAL workplace. Awareness programs were conducted at
RELATIONS various locations of the Company. The Company has
Your Company believes that its employees are one of complied with provisions relating to the constitution of
the most valuable assets of the Company. During the the Internal Committee under the Sexual Harassment
year under review, the Company organised various of Women at Workplace (Prevention, Prohibition and
training programs at all level to enhance skill of the Redressal) Act, 2013. There were no complaints
employees. The employees are deeply committed to relating to sexual harassment, pending at the
the growth of the Company. beginning of financial year, received during the year
23
and pending as on the end of the Financial Year 2021-
22. For and on behalf of the Board of Directors

ACKNOWLEDGEMENT
The Board of Directors would like to express their
sincere appreciation for the assistance and co- Ketan M Shah Sangeeta K Shah
operation received from the financial institutions, Chairman Managing Director
banks, Government authorities, customers, vendors DIN:00312343 DIN:05322039
and members during the year under review. The
Board of Directors also wish to place on record its Place :Bhilai
deep sense of appreciation for the committed services Date: 13.08.202
by the Company’s executives, staff and workers.

ANNEXURE - I
DETAILS UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5(1) OF THE COMPANIES
(APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

a) The ratio of the remuneration of each Executive Director to the median employee’s remuneration for the financial
year 2021-22:
Sl No Name of Executive Directors Ratio

1 Mr Ketan M Shah, Chairman and Whole Time Director 19.34:1

2 Mrs Sangeeta Ketan Shah , Managing Director 19.34:1

3 Mr Om Prakash Patel, Executive Director 5.08:1

Note:

1. The Independent Directors are paid only sitting fees for attending the meetings of the Board and its Committees. The
ratio of remuneration and percentage increase in remuneration of these Directors is therefore not considered for the
above.

b) The percentage increase in Remuneration of Managing Director, Executive Director, Chief Financial Officer &
Company Secretary in the FY 2021-22 is Nil.

c) During FY 2021-22, the percentage increase in the median remuneration of employees as compared to previous
year is 9.09%.

d) The Company has 326 permanent employees on the rolls of Company as on March 31, 2022.

e) Average percentile increase made in the salaries of employees other than the managerial personnel in the last
financial year viz. FY 2021-22 is Nil.

f) It is hereby affirmed that the remuneration paid is as per the Remuneration Policy for Directors, Key Managerial
Personnel and other Employees.

24
ANNEXURE - II
FORM NO MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED 31st March 2022
[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No 9 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014]

To,
The Members,
Simplex Castings Limited,
601/602A, Fairlink Center,
Off Andheri Link Road,
Andheri (W), Mumbai (M. H.) - 53

We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good
corporate practices by Simplex Castings Limited (CIN: L27320MH1980PLC067459) (hereinafter called the Company).
Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.

Based on our verification of the Company’s books, papers, minute books, forms and returns filed and other records
maintained by the Company and also the information provided by the Company, its officers, agents and authorized
representatives during the conduct of secretarial audit, we hereby report that in our opinion, the Company has during
the audit period covering the financial year ended on 31st March 2022 ('Audit Period') complied with the statutory
provisions listed hereunder and also that the Company has proper Board -processes and compliance-mechanism in
place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by the
Company for the financial year ended on 31st March 2022 according to the provisions of:

(i) The Companies Act, 2013, as amended from time to time and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act,1999 and the rules and regulations made thereunder to the extent of
Overseas Direct Investment;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act,
1992 (‘SEBI Act’) as may be appropriately applicable for the year under Review:
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers)
Regulations, as amended from time to time;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, as amended from
time to time;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements)
Regulations,2018; (Not applicable to the Company during audit period);
d) The Securities and Exchange Board of India (Registrars to an issue and Share Transfer Agents)
Regulations,1993 regarding the Companies Act and Dealing with Client; (Not applicable to the Company
during audit period);
e) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009 (Not applicable
to the Company during audit period);
f) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 2018 (Not applicable to
the Company during audit period);

25
g) The Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity)
Regulations, 2021 (Not applicable to the Company during audit period); and
h) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations,
2021 (Not applicable to the Company during audit period).

We have examined compliance with the applicable clauses of the following:

1) SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015;

2) Secretarial Standards issued by the Institute of Company Secretaries of India.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,
Standards etc mentioned above.

We further report that


The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive
Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during
the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were
sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications
on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions at Board Meetings and Committee Meetings are carried out unanimously as recorded in the minutes of the
meeting of the Board of Directors or Committee of the Board, as the case may be.

We further report that there are adequate systems and processes in the Company commensurate with the size and
operations of the Company to monitor and ensure compliance with applicable laws, Rules, regulations and guidelines.

We further report that during the audit period, there were no specific events / actions having a major bearing on the
company’s affairs in pursuance of the above referred laws, rules, regulations, guidelines, standards, etc.

We hereby affirm that this report is being issued an online search and verification of all documents and records of the
Company.

FOR DIVANSHU MITTAL & ASSOCIATES

DIVANSHU MITTAL
COMPANY SECRETARIES
M. NO. FCS 8703
CP NO.: 13800
DATE :13.08.2022 PEER REVIEW NO : 935/2020
PLACE :JAIPUR UDIN: F008703D000805279

Note : This report is to be read with our letter of even date which is annexed as ‘ANNEXURE-A’ and forms as integral
part of this report.

26
Annexure-A
To,
The Members,
Simplex Castings Limited,
601/602A, Fairlink Center,
Off Andheri Link Road,
Andheri (W), Mumbai (M. H.) - 53

Our Secretarial Audit Report of even date is to be read along with this letter.

Management’s Responsibility
1. It is the responsibility of the management of the Company to maintain secretarial records, devise proper systems to
ensure compliance with the provisions of all applicable laws and regulations and to ensure that the systems are adequate
and operate effectively.

Auditor’s Responsibility
2. Our responsibility is to express an opinion on these secretarial records, standards and procedures followed by the
Company with respect to secretarial compliances.

3. We believe that audit evidence and information obtained from the Company’s management is adequate and
appropriate for us to provide a basis for our opinion.

4. We have relied on the documents and evidences provided by electronic mode, in view of prevailing pandemic situation
of Covid-19.

5. Wherever required, we have obtained the management’s representation about the compliance of laws, rules and
regulations and happening of events, etc.

Disclaimer
6. The Secretarial Audit Report is neither an assurance as to the future viability of the Company nor of the efficacy or
effectiveness with which the management has conducted the affairs of the Company.

7. We have not verified the correctness and appropriateness of financial records and books of accounts of the Company.

FOR DIVANSHU MITTAL & ASSOCIATES

DIVANSHU MITTAL
COMPANY SECRETARIES
M. NO. FCS 8703
CP NO.: 13800
DATE :13.08.2022 PEER REVIEW NO : 935/2020
PLACE: JAIPUR UDIN: F008703D000805279

27
ANNEXURE – III
ANNUAL REPORT ON COPORATE SOCIAL RESPONSIBILITY ACTIVITIES

(Pursuant to Section 135 of the Companies Act, 2013)

1. A brief outline of the Company's CSR policy, The CSR Committee has formulated a CSR policy of the
including overview of projects or programs Company for undertaking the activities as specified in Schedule
proposed to be undertaken and a reference to VII to the Companies Act, 2013. A copy of the CSR Policy has
the web-link to the CSR policy and projects or been posted on the website of the company at
programs. www.simplexcastings com and the weblink
http://www.simplexcastings.com/investors/code-of-
conduct/docs/policies/Corporate_Social_Responsibility_Policy.pdf
2. The Composition of the CSR Committee Mr Champak K Dedhia (Chairman)
Mr Ketan Moolchand Shah (Member)
Mrs Sangeeta Ketan Shah (Member)
3. Average net profit of the Company for last Rs (2114.39)Lacs
three financial years
4. Prescribed CSR Expenditure (two per cent of Nil
the amount as in item 3 above)
5. Amount unspent carried forward of the Nil
Financial Year 2020-21
6. Total CSR Budget for Financial year 2021-22 Nil
7. Details of CSR spent during the financial year.
1. Total amount spent for the Financial Year Nil
2.Amount unspent, if any Nil
3.Manner in which the amount spent during The manner in which the amount is spent is detailed in the
the financial year annexure.

CSR Project or Sector in Location Amount Amount Spent Cumulative Amount spent:
activities which the where project outlay(budget) on the Projects Expenditure Direct or
project is is undertaken project or or Programs upto the through
covered. State(Local programs wise reporting period implementing
Area and agency
District)

Nil

8. In case the Company has failed to spend the two per cent, of the average net profit of the last three financial
years or any part thereof, the Company shall provide the reasons for not spending the amount in its Board
Report.
Not Applicable

9. The CSR Committee confirms that the implementation and monitoring of the CSR policy is in compliance with CSR
objectives and Policy of the Company.

Sangeeta Ketan Shah Champak K Dedhia


Managing Director Chairman-CSR Committee

28
ANNEXURE – IV

STATEMENT PURSUANT TO SECTION 134(3) OF THE COMPANIES ACT, 2013, READ WITH RULE 8(3) OF
COMPANIES (ACCOUNTS) RULES, 2014

Conservation of Energy

The Company is continuously putting its efforts to improve Energy Management by way of monitoring energy related
parameters on regular basis. It is putting best endeavour to reduce energy consumption in all its operations and activities.

To achieve above objectives the following steps are being undertaken by the Company: -

i. Continuously monitoring the energy parameters such as maximum demand, power factor, load factor, TOD tariff
utilization on regular basis.

ii. Continuously replacing the inefficient equipment’s with latest energy efficient technology & up gradation of
equipment’s continually.

iii. Increasing the awareness of energy saving within the organization to avoid the wastage of energy.

iv. Replacement of CFL lamp to LED lamp for shop floor.

v. Monitoring and Eliminating Compressed Air Leakages.

vi. Recycling of drain water.

vii. Process improvements through batch cycle time reduction.

viii. Capacitor Replacements for maintaining the power factor close to unity.

During the Year, the Company has invested Rs 0.75 Lacs for this purpose.

Technology Absorption

i. the efforts made towards technology absorption; None

ii. the benefits derived like product improvement, cost reduction, product development or import substitution; None

iii. in case of imported technology (imported during the last three years reckoned from the beginning of the Financial
Year)- None

iv. the expenditure incurred on Research and Development- None

Foreign Exchange Earnings and Outgo:

Particulars are given in the notes forming part of Accounts. Kindly refer the same.

29
REPORT ON CORPORATE GOVERNANCE
The Directors present the Company’s Report on Corporate Governance for the year ended 31st March, 2022, in terms
of Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015 (The “Listing Regulations”).

COMPANY’S PHILOSOPHY BOARD OF DIRECTORS


Your Company believes that Corporate Governance is
a prerequisite for attaining sustainable growth in this Composition of the Board
competitive world. Simplex Castings philosophy on The Board is broad-based and consists of eminent
Corporate Governance is based on trusteeship, individuals from Industrial, Managerial, Technical,
transparency and accountability. Your Company is Financial and Marketing background. The Company
committed to the highest standards of corporate is managed by the Board of Directors in co-ordination
governance, and setting industry-leading benchmarks. with the senior Management team. The composition
Our goal is to promote and protect the long-term and strength of the Board is reviewed from time to
interest of all stakeholders, and to that end, our time for ensuring that it remains aligned with statutory
philosophy of Corporate Governance is built on a as well as business requirements.
foundation of ethical and transparent business
operations and is designed to inspire trust among all The Company has a judicious Combination of
stakeholders, strengthen the Board and management Executive and Non- Executive Directors. As on 31st
accountability. March, 2022, the Board comprised of 6 Directors out
of which three are Executive Directors (including one
GOVERNANCE STRUCTURE Managing Director) and three are Independent
The Corporate Governance structure at Simplex Directors. The Chairman of the Board is an Executive
Castings Limited is as follows: Director. The Board Composition is in conformity with
SEBI (LODR) Regulations, 2015 and the provisions
Board of Directors of the Companies Act, 2013.
The Board is entrusted with an ultimate responsibility
of the Management, directions and performance of the Directors’ Attendance Record and their other
Company. As its primary role is fiduciary in nature, the Directorships/ Committee Memberships
Board provides leadership, strategic guidance, In accordance with Regulation 26 of the Listing
objective and independent view to the Company’s Regulations, none of the Directors are members in
management while discharging its responsibilities, thus more than 10 committees excluding private limited
ensuring that the management adheres to ethics, companies, foreign companies and companies under
transparency and disclosures. Section 8 of the Companies Act, 2013 or act as
Chairperson of more than 5 committees across all
Committees of the Board listed entities in which he/she is a Director. The Audit
The Board has constituted the following Committee and Stakeholders’ Relationship
Committees viz, Audit Committee, Nomination and Committee are only considered in computation of
Remuneration Committee, Corporate Social limits. Further all Directors have informed about their
Responsibility Committee and Stakeholders Directorships ,Committee, Memberships
Relationship Committee. Each of the said Committee /Chairmanships including any changes in their
has been mandated to operate within a given positions. Relevant details of the Board of Directors
framework. as on March 31, 2022 are given below:

30
Directorship / Committee Membership as on March 31, 2022

Sl. Name of the Director Category Attendance at Directorships in No. of


No meeting during other Indian Public Board
2021-22 Limited Companies Committee
(excluding Simplex) s in
which
Board Chairman /
AGM Member
Meeting
(excluding
Simplex)
1. Mr. Ketan Moolchand Chairman and 5/5 Yes Hem Holdings and 2
Shah Whole Time Trading Limited (Non-
(DIN:00312343) Director Executive Director)
(Promoter)
2. Mrs. Sangeeta Ketan Managing Director 5/5 Yes Hem Holdings and 2
Shah (Belongs to Trading Limited
(DIN: 05322039) Promoter Group) (Managing Director)
3. Mr. Champak Kalyanji Independent 4/5 Yes Nil Nil
Dedhia Director
(DIN: 00044969)
4. Ms. Ushma Nitin Independent 4/5 Yes Nil Nil
Khabaria Director
(DIN: 06791342)
5. Mr.Om Prakash Patel Executive Director 2/5 Yes Nil Nil
(DIN: 08301041)
6. Mrs S M Swathi Independent 4/5 Yes -PC Jeweller Limited 1
(DIN: 06952954) Director (Independent Director)
-Bhartiya International
Limited
(Independent Director)
-Gold Plus Glass
Industry Limited
(Independent Director)

Notes:
(a) Directorships exclude Private Limited Companies, Foreign Companies and Section 8 Companies.
(b) Mr Ketan Moolchand Shah and Mrs Sangeeta Ketan Shah are related to each other.
(c) Chairman/Membership of Committee only includes Audit Committee and Stakeholders Relationship
Committee in Indian Public Limited Companies other than Simplex Castings Limited.
(d) Details of Directors retiring or being reappointed are given in notice to Annual General Meeting.
31
Skills / Expertise / Competencies of the Board of Directors:
Detailed below are the core skills / expertise / competencies required for the effective functioning of our Company
along with specific expertise of the Board of the Directors of the Company:

SL No Name of Director Qualification and Experience Core Skills and Expertise


1. Mr. Ketan Moolchand Shah B.E (Mech) and M.B.A Engineering, Strategic Planning,
Over 37 years of experience Production and Operations.
2. Mrs. Sangeeta Ketan Shah M.B.A HR, Administration & Government
Over two decades of experience Relations, Supply Chain, Finance
and Strategy & Business
Leadership.
3. Mr. Champak Kalyanji B. COM & F.C.A with 27 years of Financial Analyst, Legal,
Dedhia experience Budgeting, Accounts & Auditing
and Taxation
4. Ms. Ushma Nitin Khabaria B.B.M and M.B.A with 10 years of Business Development
experience
5. Mr Om Prakash Patel B.E (Mech) Operation, Design, Sales and
Over 40 years of experience Marketing
Experience
6. Mrs S M Swathi MSC, MBA(Finance) and CAHB Banking, Finance and
Over 40 years of experience Management

Independent Directors Board Meetings


The Independent Directors have been appointed for a The Board meets at regular intervals to discuss and
fixed tenure of five years from their respective dates of decide on business strategies/policies and review the
appointment, in compliance with the Act and the Listing financial performance of the Company. In case of
Regulations. All Independent Directors have given business exigencies, the Board’s approval is taken
declarations that they meet the criteria of through circular resolutions. The circular resolutions
independence as laid down under Section 149(6) of the are noted at the subsequent Board Meeting.
Companies Act, 2013 and Regulation 16(1) (b) of the
Listing Regulations. In the opinion of the Board, the The notice and detailed agenda along with the relevant
Independent Directors, fulfil the conditions of notes and other material information are sent in
independence specified in Section 149(6) of the advance separately to each Director and in exceptional
Companies Act, 2013 and Regulation 16(1) (b) of the cases tabled at the Meeting with the approval of the
Listing Regulations. A formal letter of appointment to Board. This ensures timely and informed decisions by
Independent Directors as provided in Companies Act, the Board.
2013 has been issued and disclosed on website of the
Company viz. www.simplexcastings.com. As per Total five meetings of the Board of Directors were held
Regulation 17A of the Listing Regulations, Independent in the financial year 2021-22. All the Board meetings
Directors of the Company do not serve as Independent were held within the period of 120 days.
Director in more than seven listed companies. Further,
the Managing Director of the Company does not serve No of Board Meeting:
as an Independent Director in any listed entity. Sl No Date of Meetings No of Directors
Presents
During the period under review, Mr. Champak Kalyanji 1 28.05.2021 3
Dedhia has been reappointed for a term of Five years 2 19.06.2021 6
with effect from 1st August 2021 and no Independent 3 14.08.2021 5
Directors of the Company have resigned, before the 4 13.11.2021 5
expiry of their term of appointment. 5 12.02.2022 5

32
Information placed before the Board available on the Company’s website, viz.
The Company provides the information as set out in www.simplexcastings.com
Regulation 17 read with Part A of Schedule II of the
Listing Regulations to the Board and the Board COMMITTEES OF THE BOARD
Committees to the extent it is applicable and relevant. The Board of Directors have constituted Board
Such information is submitted either as part of the Committees to deal with specific areas and activities
agenda papers in advance of the respective Meetings which concern the Company and requires a closer
or by way of presentations and discussions during the review. The Board Committees are formed with
Meetings. Video conferencing facility is provided to approval of the Board and function under their
facilitate Directors to participate in the meetings. respective Charters. These Committees play an
important role in the overall management of day to-day
Post Meeting Mechanism affairs and governance of the Company. The Board
The important decisions taken at the Board/Board Committees meet at regular intervals and take
Committee Meetings are communicated to the necessary steps to perform its duties entrusted by the
concerned department/division. Board. The Minutes of the Committee Meetings are
placed before the Board for noting.
Board Support
The Company Secretary attends the Board Meetings The composition of various Committees of the Board of
and advises the Board on Compliances with applicable Directors is available on the website of the Company at
laws and governance. www.simplexcastings.com and weblink for the same is
http://www.simplexcastings.com/investors/board-
Separate Meeting of the Independent Directors committees/.
During the year under review, the Independent
Directors met on 12th February, 2022, without the The Board currently has the following Committees:
attendance of Non-Independent Directors and A. Audit Committee,
members of the management, inter alia, to discuss on B. Nomination and Remuneration Committee,
the following: C. Stakeholders’ Relationship Committee, and
D. Corporate Social Responsibility Committee,
 To review the performance of the Non-
Independent Directors and the Board as whole;
AUDIT COMMITTEE
 Review the performance of the Chairperson of
your Company, taking into account views of Composition
Executive/Non-Executive Directors; and Audit Committee of the Board of Directors is entrusted
 Assess the quality, quantity and timeliness of flow with the responsibility to supervise the Company’s
of information between your Company’s internal controls and financial reporting Process.
management and the Board that was necessary
for the Board to effectively and reasonably The composition, quorum, powers, role and scope of
perform their duties. the Audit Committee are in alignment with provisions of
Section 177 of the Companies Act, 2013 and
All the Independent Directors of the Company attended Regulation 18 of the Listing Regulations. All members
the separate Meeting of Independent Directors. Mr of the Audit Committee are financially literate and
Champak K Dedhia chaired the Meeting. majority of them having accounting or related financial
management experience. The Executive Chairman,
Managing Director and Statutory Auditor are
Shareholding of Non- Executive Directors
permanent invitees to attend the meeting. Mrs.
None of the Non-Executive Directors holds any shares
Akanksha Kotwani, Company Secretary acts as
and any Convertible Warrants in the Company. Secretary to the Committee.

Familiarisation Program for Independent Directors Mr Champak K Dedhia, Independent Director is the
The programme aims to provide insights into the Chairman of the Audit Committee. The other members
Company to enable the Independent Directors to of the Audit Committee include Mrs Ushma Khabaria,
understand its business in depth, to acclimatize them Independent Director and Mrs S M Swathi ,
with the processes, businesses and functionaries of the Independent Director.
Company and to assist them in performing their role as
Independent Directors of the Company. The details of
the familiarisation programme for Directors are

33
Meetings and Attendance 9. Review of the Vigil Mechanism/ Whistle Blower
During the Financial Year 2021-22, the Audit of the Company as per Vigil
Committee met five times on 28/05/2021, 19/06/2021, Mechanism/Whistle Blower Policy. Overseeing
14/08/2021, 13/11/2021 and 12/02/2022. the functioning of the same;
10. Reviewing and Scrutinizing of inter-corporate
The Composition of the Audit Committee of the Board loans and investments;
of Directors of the Company along with the details of 11. Appointment of Chief Financial Officer and
the meetings held and attended during the financial 12. Carrying out any other function as is
year ended 31st March, 2022 is detailed below: mentioned in the terms of reference of the Audit
Committee.
Name of the Category No of
NOMINATION AND REMUNERATION COMMITTEE
Member(s) Meeting
Composition
attended
The Nomination and Remuneration Committee
Mr. Champak Independent 5/5
comprises of three Directors. Mr Champak K Dedhia ,
Kalyanji Dedhia Director
Independent Director, is the Chairman of the
(Chairman)
Committee. The other members of the Nomination and
Ms. Ushma Nitin Indepenent 5/5
Remuneration Committee include Mrs Ushma
Khabaria Director
Khabaria, Independent Directors and Mrs S M Swathi ,
Mrs S M Swathi Independent 5/5
Independent Directors.
Director
The role of the Nomination and Remuneration
The Chairman of the Audit Committee was present at
Committee is governed by its Charter and its
the Last Annual General Meeting held on 30th
composition is in compliance with the provisions of
September, 2021.
Section 178 of the Companies Act, 2013 and
Terms of reference and Role of the Audit Regulation 19 of the Listing Regulations.
Committee:
Meetings and Attendance
The Audit Committee is empowered, pursuant to its The Committee met once during the year on 19th June,
term of reference and its role, inter alia, includes the 2021. The composition of the Nomination and
following: Remuneration Committee of the Board of Directors of
1. Oversight of the Company's financial reporting the Company along with the details of the meetings
process and the disclosure of its financial held and attended by the members of the Committee
information to ensure that the financial during the financial year 2021-22 is detailed below:
statement are correct, sufficient and credible;
2. Review of the quarterly/half-yearly/annual Name of the Category No of
financial statements with reference to changes, Member(s) meeting
if any in accounting policies and reasons for the Attended
same;
3. Compliance with listing and legal requirements
Mr. Champak K Independent 1/1
relating to financial statements, qualifications, if
Dedhia (Chairman) Director
any in the draft audit report;
4. Review of internal audit function and discussion Ms.Ushma Nitin Independent 1/1
on internal audit reports; Khabaria Director
5. Recommending the appointment, Mrs S M Swathi Independent 1/1
remuneration and terms of appointment of Director
statutory auditors, Cost auditors, Secretarial
Auditor and Internal Auditor of the Company; Mrs. Akanksha Kotwani, Company Secretary acts as
6. Approving payment to Statutory Auditors and Secretary to the Committee.
Cost Auditor, for any other services rendered
by them; The Chairman of the Nomination and Remuneration
7. Reviewing the adequacy of internal audit Committee was present at the last Annual General
function; Meeting held on 30th September, 2021.
8. To approve transaction of the Company with
related parties and subsequent modifications,
if any;

34
Terms of reference Remuneration to Independent Director
The Nomination and Remuneration Committee is The Independent Director may receive remuneration by
empowered with the following terms of reference and way of sitting fees for attending meetings of Board or
responsibilities in accordance with the provisions of law Committee thereof. Provided that the amount of such
and the Nomination and Remuneration policy: fees shall not exceed the maximum amount as
provided in the Act per meeting of the Board or
1. Identify persons who are qualified to become
Committee or such amount as may be prescribed by
directors and who may be appointed in senior
the Central Government from time to time. An
management in accordance with the criteria laid down,
Independent Director shall not be entitled to any stock
recommend to the Board their appointment/ removal;
option of the Company. There were no other pecuniary
relationships or transactions of Non-Executive
2. Carry out evaluation of every director’s performance
Directors /Independent director vis-à-vis the Company.
and formulate criteria for evaluation of Independent
Mr Champak K Dedhia, Independent Director of the
Directors, Board/Committees of Board and review the
Company, is the Partner of CGCA & ASSOCIATES
term of appointment of Independent Directors on the
LLP & C K Dedhia & Associates which renders
basis of the report of performance evaluation of
professional services to the Company. The quantum of
Independent Directors;
fees is an insignificant portion of their total revenue,
thus, M/s CGCA & Associates LLP & C K Dedhia &
3. Formulate criteria for determining qualifications,
Associates, are not to be construed to have any
positive attributes and independence of a director and
material association with the Company.
recommend to the Board a policy relating to the
remuneration for the directors, key managerial
Details of Remuneration paid to Directors for the
personnel and other employees; and
year ended 31st March, 2022
4. Devising a policy on Board Diversity.
(a) Independent Directors
The Non-Executive Directors are paid sitting fees within
5. Undertake any other matters as the Board may the limit prescribed under the Companies Act, 2013 for
decide from time to time. attending the Board meetings, Audit Committee
meetings and other committee meetings. The
NOMINATION AND REMUNERATION POLICY
Company has paid Rs 10,000/- per meeting for
attending Board meeting, Rs 10,000/- per meeting for
Policy on Director’s appointment and remuneration
The Nomination and Remuneration Policy provides for attending the Audit Committee meetings and Rs
appropriate composition of Executive and Non 5,000/- per meeting for attending other committee
Executive Independent Directors on the Board of meetings, as sitting fees.
Directors of your company along with criteria for
appointment and remuneration including determination Details of sitting fees paid to Independent Directors for
of qualifications, positive attributes, independence of the Financial Year ended 31st March, 2022:
Directors and other matters as provided under sub-
section (3) of Section 178 of the Companies Act, 2013. (Rs in Lacs)
The remuneration paid to the Directors is as per the Name of Director Sitting Fees
terms laid out in the Nomination and Remuneration Mr. Champak Kalyanji Dedhia Rs 1.00
Policy of your Company.
Mrs S M Swathi Rs 0.95
Remuneration to Executive Directors Mrs. Ushma Nitin Khabaria Rs 0.95
The Remuneration to be paid to Managing Director and Total Rs 2.90
Whole Time Directors shall be governed as per
provisions of the Act and rules made there under or any (b) Executive Directors
other enactment for the time being in force and the Details of remuneration paid to the Executive Directors
approvals obtained from the Members of the Company. of the Company for the financial year 2021-22 are as
follows:
Presently, the Company does not have a stock options
scheme for its Directors.

35
(Rs in Lacs) Section 178 of the Companies Act, 2013 and
Name of Director Total Regulation 20 of the Listing Regulations.
Mr. Ketan Moolchand Shah Rs 35.19
The Stakeholders Relationship Committee comprises
Mrs. Sangeeta Ketan Shah Rs 35.19 of three directors. Mr Champak K Dedhia, Independent
Director is the Chairman of this Committee. The other
members of the Stakeholders Relationship Committee
Mr Om Prakash Patel Rs 9.24
include Mrs Ushma Khabaria and Mrs S M Swathi,
Independent Directors.

Notes- Meetings and Attendance


(a)The agreement with Whole –time Director/Managing The Committee met once during the year on 12th
Director is for 5 Years. Further, either party to the February, 2022. The composition of the Stakeholders
agreement is entitled to terminate the Agreement by Relationship Committee of the Board of Directors of the
giving not less than six months’ notice in writing to the Company along with the details of the meetings held
other party. and attended by the members of the Committee during
the financial year 2021-22 is detailed below:
(b) Mr Ketan M Shah and Mrs Sangeeta K Shah shall
be entitled to minimum remuneration comprising of Name of the Category No of
Salary, Perquisites and benefits as per applicable Member(s) meeting
provisions of the Companies Act, 2013 in the event of Attended
inadequate profit/absence of profits.

(c)The remuneration paid to Mr Om Prakash Patel Mr. Champak K Independent 1/1


who was functioning in the professional capacity, is in Dedhia (Chairman) Director
line with Clause B of Section II of Part II of Schedule V
of Companies Act, 2013. Ms.Ushma Nitin Independent 1/1
Khabaria Director
Performance Evaluation Mrs S M Swathi Independent 1/1
Pursuant to the provisions of the Companies Act, 2013 Director
and Regulation 17 of the Listing Regulations, the Board
has carried out the annual evaluation of its own
Mrs Akanksha Kotwani is the Company Secretary and
performance, its Committees and Directors
Compliance Officer for complying with the
individually. A structured questionnaire was prepared
requirements of Securities Law and acts as Secretary
covering various aspects of the Board’s functioning
to the Committee.
such as adequacy of the composition of the Board and
its Committees, Board culture, execution and
The committee focuses primarily on monitoring
performance of specific duties, obligations and
expeditious redressal of investors/stakeholders
governance.
grievances and also function in an efficient manner that
all issues/concerns stakeholders are addressed/
The performance evaluation of the Chairman and the resolved promptly.
Executive Directors were carried out by the
Independent Directors. The Directors expressed their The Company Secretary and the Registrar and Share
satisfaction with the evaluation process. Transfer Agent, Link Intime India Private Limited attend
to all grievances of the shareholders received directly
SUCCESSION PLAN or through SEBI, Stock Exchanges, Ministry of
The Board of Directors has satisfied itself that plans are Corporate Affairs, Registrar of Companies, etc.
in place for orderly succession for appointment to the
Board of Directors and Senior Management. Continuous efforts are made to ensure that grievances
are more expeditiously redressed to the complete
STAKEHOLDERS RELATIONSHIP COMMITTEE satisfaction of the investors. Shareholders are
The composition of the Stakeholders’ Relationship requested to furnish their updated telephone numbers
Committee is in compliance with the provisions of and e-mail addresses to facilitate prompt action.

36
Investor Grievance redressal d. Such other activities as the Board of Directors may
Details of complaints received and resolved by the determine from time to time.
Company during the financial year 2021-22 are given
below: The CSR policy has been placed on the website of your
Company and can be accessed through the following
No of Complaints received 2 link: http://www.simplexcastings.com/investors/code-
Resolved 2 ofconduct/docs/policies/Corporate_Social_Responsibil
Pending 0 ity_Policy.pdf

CORPORATE SOCIAL RESPONSIBILITY (CSR) GENERAL BODY MEETINGS


COMMITTEE The date and time of Annual General Meetings held
during last three years are as follows:
Composition
The CSR Committee comprises of three Directors, Mr FY Day, Date Location of No of
Champak K Dedhia, Independent Director is the & Time the Meeting special
resolution
Chairman of the Committee. The other members of the
passed
CSR Committee include Mr Ketan M Shah, Whole Time
2020-21 30.09.2021 VC/OAVM 1
Director and Mrs Sangeeta K Shah, Managing Director.
at 3.00 P.M
The composition of the CSR Committee is in alignment
with provisions of Section 135 of the Companies Act, 2019-20 30.09.2020 VC/OAVM 1
2013. at 3.00 P.M

Meeting and Attendance 2018-19 26.09.2019 Babasaheb 5


The CSR Committee met once during the year on 12th at 3.00 P.M Dhaanukar
February, 2022.The Table below provides the Hall,
attendance of the CSR Committee members: Maharashtra
Chamber of
Commerce,
Name of the Category No of Industry &
Member(s) Meeting Agriculture,
Attended Oricon
house, 6th
Mr. Champak K Independent 1/1
Floor, 12 K
Dedhia Director
Dubhash
(Chairman)
Marg, Near
Mrs. Sangeeta Managing 1/1 Kala Ghoda,
Ketan Shah Director Fort
Mumbai-
Mr. Ketan Executive 1/1
400 001
Moolchand Shah Director
The following Special Resolutions were taken up in the
Mrs Akanksha Kotwani acts as Secretary to the last three AGMs and were passed with requisite
Committee. majority.
Terms of reference 30th September, 2021
The CSR Committee is empowered, pursuant to its (a) Re-Appointment of Mr Champak K Dedhia (DIN-
terms of reference, inter alia, to: 00044969) as an Independent Director of the Company
to hold office for second term from 1st August, 2021 to
a. Formulate and recommend to the Board, a CSR 31st July, 2026.
Policy which shall indicate the activities to be
undertaken by the Company in compliance with the 30th September, 2020
Companies Act, 2013 and rules thereunder; (a) Re-Appointment of Mr Ketan Moolchand Shah
b. Recommend the amount of expenditure to be (DIN-00312343) as an Whole Time Director
incurred on the activities as above; Designated as Chairman and Chief Executive Officer
c. Monitor the CSR Policy of the Company from time to of the Company
time; and

37
26th September, 2019 displayed on the Company’s website
(a) Reappointment of Mrs Ushma Khabaria www.simplexcastings.com.
(DIN:06791342) as an Independent Director
d. SCORES (SEBI complaints redressal system):
(b) Re-appointment of Mrs Sangeeta Ketan Shah (DIN SEBI processes investor complaints in a centralized
: 05322039) as Managing Director web-based complaints redressal system i.e. SCORES.
Through this system a shareholder can lodge complaint
©Approve the Remuneration to be paid to Mr Ketan M against a Company for his grievance. The Company
Shah, Whole Time Director and Mrs Sangeeta Ketan uploads the action taken on the complaint which can be
viewed by the shareholder. The Company and
Shah, Managing Director
shareholder can seek and provide clarifications online
through SEBI.
(d)Appove the Remuneration to be paid to Promoter
Executive Directors AFFIRMATIONS AND DISCLOSURES

(e) Approve the reclassification of Mr Piyush P Shah Related Party Transactions


and Mr G Gopalswamy from Promoter & Promoter The Company has formulated a Policy on materialty of
Group to Public Related Party Transactions and on dealing with
Related Party Transactions, in accordance with
Extraordinary General Meeting (EGM) relevant provisions of Companies Act, 2013 and Listing
No Extraordinary General Meeting of the Members was Regulations. The Policy on Related Party Transaction
held during the year. has been displayed on the Company website at
www.simplexcastings.com at weblink
Postal Ballot
http://www.simplexcastings.com/public/asset/docs/inv
During the year under review, no resolution was
estor/code-of-conduct/policies/RPT%20Policy.pdf
passed through postal ballot.
The Audit Committee has, after obtaining approval of
MEANS OF COMMUNICATION
the Board of Directors, laid down the criteria for
Timely disclosure of the information on Corporate granting omnibus approval which also forms part of the
Financial performance and the corporate Policy. Related Party Transactions of repetitive nature
developments is a sign of good governance practice are approved by the Audit Committee on omnibus basis
which Company follows: for one financial year at a time. The Audit Committee
satisfies itself regarding the need for omnibus approval
a. Publication of Quarterly results: and that such approval is in the interest of the Company
Quarterly, half yearly and annual financial results of the and ensures compliance with the requirements of
Company were published in leading English and Listing Regulations and the Companies Act, 2013. All
vernacular Language newspaper viz, Free Press omnibus approvals are reviewed by the Audit
Journal and Navshakti. Committee on a quarterly basis. During the year, there
were no materially significant related party transactions
b. Website and News Releases:
that may have potential conflict with the interests of
In compliance with Regulation 46 of the Listing
Company at large.
Regulations, a separate dedicated section under
‘Investors’ on the Company’s website at
www.simplexcastings.com gives information on Details of non-compliance by the Company
various announcements made by the Company, status The unaudited financial results for the Quarter ended
of unclaimed dividend, Annual Report, Quarterly/Half December,2019 couldn’t approved by the Board of
Yearly/ Nine-months and Annual financial results along Directors in their meeting held on 14th February,2020
with the applicable policies of the Company. Your as some clarification and document required by the
Company official news release is also available on the Director. Further the Board of Directors has approved
Company website at www.simplexcastings.com. the financials in their meeting held on 27th Feb,2020
and the same submitted to BSE. The Company has
c. Exclusive email ID for investors: paid fine of Rs 64900/- for delay filing of results respect
The Company has designated the e-mail id to non-compliance of Regulation 33 of SEBI (Listing
[email protected] exclusively for obligations and Disclosure Requirements)
investor servicing and the same is prominently Regulation,2015.

38
The company has not approached the exchange for said policy has been uploaded on the website of the
listing of its 1,47,000 equity shares respect to Company viz. www.simplexcastings.com. The weblink
Conversion of Convertible Warrants into Equity within for the same is http://www.simplexcastings.com/public/
twenty days from the date of allotment i.e. 28/01/2019. asset/docs/investor/code-of-conduct/policies/Policy-
The Company has filed the application on 18/02/2019 for-Determining-Material-Subsidiaries.pdf.
and delayed by one day. The BSE has imposed a fine
of Rs 20,000 plus applicable taxes according to SEBI
The Company has filed the strike off application before
circular No CIR/ CFD/DIL/57 /2017 dated 15/06/2017
Accounting and Corporate Regulatory Authority,
for the delay. The Company has paid fine of Rs
21,600/- on 22.02.2019. Singapore for closing of Simplex Castings International
Pte Ltd and the same has been approved by the
Except as mentioned above, no other penalty/ stricture Authority.
was imposed on the Company by Stock Exchange or
SEBI or any statutory authority, on any matter related Code of Conduct on prohibition of Insider Trading
to capital markets during the last three years. In line with the requirements of the Securities and
Exchange Board of India (Prohibition of Insider
Disclosure of Accounting Treatment Trading) Regulations, 2015, the Company has adopted
In the preparation of the financial statements, the a Code of Conduct for prohibition of insider trading. The
Company has followed the Accounting Standards objective of the policy is to ensure the prohibition of
referred to in Section 133 of the Companies Act, 2013. insider trading practices in the Company. Mrs
The significant accounting policies which are Akanksha Kotwani, Company Secretary, is the
consistently applied are set out in the Notes to the Compliance Officer for the purpose of this policy.
Financial Statements.
The above code has been displayed on the Company
Risk Management website at www.simplexcastings.com at weblink
Business risk evaluation and management is an http://www.simplexcastings.com/public/asset/docs/inv
ongoing process within the Company. The assessment estor/code-of-conduct/policies/Code_of_PIT.pdf
is periodically examined by the Board.
Compliance with Mandatory and Non-Mandatory
Vigil Mechanism Requirements
The Company has adopted a Vigil Mechanism system The company has not adopted/ complied with any non-
to provide a formal mechanism to its Directors and mandatory requirements. However, the Company has
Employees to voice concerns in a responsible and complied with all the mandatory requirements,
effective manner regarding suspected unethical
contained in SEBI (LODR) Regulations, 2015.
matters involving serious malpractice, abuse or
wrongdoing within the organization and also
safeguards against victimization of Directors and Non-mandatory
Employees who avail of the mechanism. i) Maintenance of Chairman Office:
The requirement relating to maintenance of office and
It is affirmed that no person has been denied access to reimbursement of expenses of Non-Executive
the audit committee in this respect. The Directors and Chairman is not applicable to the Company since the
senior management are to maintain confidentiality of Chairman of the Company is an Executive Director.
such reporting and ensure that the vigil mechanism is
not subjected to any discriminatory practice. ii) Shareholder rights:
The Company has not adopted the practice of sending
The above mechanism has been displayed on the out half-yearly declaration of financial performance to
Company website at www.simplexcastings.com at shareholders. Quarterly results as approved by the
weblink
Board are disseminated to Stock Exchanges and
http://www.simplexcastings.com/public/asset/docs/inv
updated on the website of the Company.
estor/code-of-nduct/policies/Vigil_Mechanism
_Whistle_Blower_Policy.pdf
iii) Modified opinion (s) in Audit Report:
Subsidiary Companies The auditors have expressed an unmodified opinion on
The Board of Directors of the Company has approved the financial statements of the Company.
a Policy for determining Material Subsidiaries which is
in line with the Listing Regulations as amended. The

39
iv) Separate post of Chairman and CEO: Company. All the Board members and senior
Mr Ketan M Shah is Chairman & CEO of the Company. Management Personnel have affirmed their compliance
with the said code of conduct for the financial year
v) Reporting of Internal Auditor: 2021-22. The declaration to this effect signed by Mrs
The Internal Audit report has sent to Members of Audit Sangeeta K Shah, Managing Director of the Company
Committee as part of the Agenda of the Meeting on forms part of the Report.
Quarterly Basis.
Disclosures in relation to the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Disclosure of Commodity Price risks and
Commodity hedging activities Redressal) Act, 2013.
The principal raw materials of the Company are There was no complaints at the beginning of the year
procured from the domestic suppliers and not from i.e. as on 1st April, 2021 and during the year the
overseas markets. The Company does not indulge in Company has not received any complaints and no
any commodity hedging activities. Therefore, there is complaints were pending as on 31st March, 2022.
no disclosure to offer in terms of SEBI circular no.
SEBI/HO/CFD/CMD1/ CIR/P/2018/0000000141 dated Disclosure on compliance with Corporate
November 15, 2018. Governance Requirements specified in Listing
Regulations
Certificate from Practicing Company Secretary Your Company has complied with all the requirements
A certificate from a Company Secretary in practice has of Regulations 17 to 27 and clause (b) to (i) of sub-
been received stating that none of the directors on the regulation 46 of SEBI (Listing obligations and
Board of the Company have been debarred or Disclosure Requirements) Regulations, 2015. and
disqualified from being appointed or continuing as necessary disclosures thereof have been made in this
directors of companies by SEBI/Ministry of Corporate Corporate Governance Report.
Affairs or any such statutory authority. The same is
placed at the end of this report. CEO/ CFO Certification
In terms of Regulation 17(8) of the Listing Regulations,
Disclosure in relation to recommendation made by the CEO and CFO have certified to the Board of
Committees of the Board Directors of the Company in their meeting held on 13th
During the year under review, all recommendations of August, 2022, with regard to the financial statements
the Board Committees have been accepted by the and other matters specified in the said regulation, for
Board. the financial year 2021-22.

Total fees for all services paid by the listed entity, Certificate on Corporate Governance:
to the statutory auditor and all entities in the The Company has obtained a certificate from a
network firm/network entity of which the statutory practicing Company Secretary regarding compliance of
auditor is a part: the conditions of Corporate Governance as stipulated
The total fee paid to statutory auditor is given in note in the Listing regulation. This is annexed to this Report.
no. 29 of Financial Statements. The certificate will be sent to the Stock Exchanges
along with the Annual Report to be filed by the
Details of utilization of funds raised through Company.
preferential allotment or qualified institutions
placement as specified under Regulation 32 (7A). Reconciliation of Share Capital Audit
No funds were raised through preferential allotment or Meena Naidu & Associates, practicing Company
qualified institutions placement as specified under Secretary, carries out the Reconciliation of Share
Regulation 32 (7A). Capital Audit as mandated by SEBI, and reports on the
reconciliation of total issued and listed Capital with that
Code of Conduct for Board Members and Senior of total share capital admitted / held in dematerialized
Management form with NSDL and CDSL and those held in physical
Your Company has adopted a code of conduct for all form. This audit is carried out on quarterly basis and the
the Board Members and members of senior report thereof is submitted to the Stock Exchanges,
management in accordance with the requirement under where the Company shares are listed.
Regulation 17 of the Listing Regulations. The Code of
Conduct has been posted on the website of your

40
GENERAL SHAREHOLDER'S INFORMATION

42nd Annual General Meeting


Date 30th September, 2022 (Friday)
Time 3.00 P.M
Venue The Annual General Meeting (AGM) is being held through Video
Conferencing/Other Audio Visual Means (VC/OAVM).

Financial Calendar
Financial year 1st April 2022 to 31st March 2023
Tentative Schedule for
declaration of results during the
Financial Year 2022-23
Unaudited First Quarter Results On or before 14th August, 2022
Unaudited second Quarter Results On or before 14th November, 2022
Unaudited Third Quarter Results On or before 14th February, 2023
Unaudited Fourth Quarterly Results On or before 30th May, 2023
Date of Book Closure 24th September ,2022 to 30th September, 2022 (both days inclusive)
Dividend Payment Date The Board of Directors of the Company has not recommended payment
of any dividend for the year under review. Hence, the dividend payment
date is not applicable.
Listing Bombay Stock Exchange
Stock code 513472
Trading Symbol SIMPLEXCAS
ISIN Number INE 658 D01011
CIN L27320MH1980PLC067459

Dividend History for the last 10 financial years and Protection Fund (‘the IEPF’), a fund established
The Table below highlights the history of Dividend under sub-section (1) of section 125.
declared by the Company in the last 10 financial years:
Details of dividends remaining unpaid/unclaimed have
Sl No Year Amount declared per share been duly uploaded on the website of the Company at
1. 2011-12 2.50 www.simplexcastings.com and at the website of IEPF
2. 2012-13 1.00 authority at www.iepf.gov.in.
3. 2013-14 0.50
4. 2014-15 - Financial Date of Unclaim Due Date
5. 2015-16 0.50
Year Declaration ed for Transfer
6. 2016-17 0.50
of Dividend Amount of IEPF A/c
7. 2017-18 0.50
(Rs in
8. 2018-19 0.00
lakhs )
9. 2019-20 0.00
10. 2020-21 0.00 2014-15 NA NA NA
2015-16 12/03/2016 1.45 11/03/2023
Unclaimed Dividend
2016-17 14/09/2017 1.24 13/09/2024
Pursuant to the provisions of Section 124(5) of the
Companies Act, 2013, if the dividend transferred to the 2017-18 21/09/2018 0.94 20/09/2025
Unpaid Dividend Account of the Company remains 2018-19 NA NA NA
unpaid or unclaimed for a period of seven years from
the date of such transfer then such unclaimed or unpaid 2019-20 NA NA NA
dividend shall be transferred by the Company along 2020-21 NA NA NA
with interest accrued, if any to the Investor Education

41
Share Transfer System Depository Limited (NSDL) and Central Depository
The Securities and Exchange Board of India has Services (India) Limited for the Financial Year 2022-23
mandated transfer of securities only in dematerialized
form with effect from 1st April, 2019, baring certain Equity Evolution during the year
instances. As at 31st March, 2022, the paid-up share capital of the
Company was Rs. 6,13,12,000 consisting of 61,31,200
Applications for transfer of shares held in physical form Equity Shares of Rs 10/- each.
are received at the office of the Registrar & Share
Outstanding GDRs/ADRs/WARRANTS
Transfer Agents of the Company. All valid transfers are
The Company has no Warrants Outstanding as on
processed and registered within 15 days from the date 31st March, 2022. The Company has not issued any
of receipt. GDRs/ADRs during the financial year ended 31st
March,2022.
Shares held in the dematerialised form are
electronically traded through the Depositories. The Consolidation of folios and avoidance of multiple
Registrar & Share Transfer Agents of the Company mailing
periodically receive updated beneficiary holdings from In order to enable the Company to reduce costs and
the Depositories so as to enable them to update their duplicity of efforts for providing services to investors,
records and send corporate communications, dividend members who have more than one folio in the same
warrants and other documents to beneficiaries. order of names, are requested to consolidate their
holdings under one folio. Members may write to the
Requests for dematerialization of physical shares are Registrars & Transfer Agents indicating the folio
processed and completed within the statutory numbers to be consolidated along with the original
timelines, provided they are in order in every respect. shares certificates to be consolidated.
Bad deliveries are immediately returned to Depository
Participants under advice to the Members. Dematerialization of Shares
96.81% of our equity shares representing 59,35,594
Compliance with Secretarial Standards equity shares have been dematerialized as on 31st
The Institute of Company Secretaries of India, a March, 2022.
statutory body, has issued Secretarial Standards (SS)
on various aspects of corporate law and practices. The Particulars No of % of Shares
Company has complied with the Secretarial Standards. Shares
Physical 1,95,606 3.19
Payment of Listing Fees Demat 59,35,594 96.81
Your Company has paid the Listing Fees to BSE & CSE Total 61,31,200 100.00
and the Custodian charges to National Securities

Market price Data


The monthly high and low prices and volumes of your Company shares at BSE for the year ended 31 st March,
2022 are as under:
Month(s) Highest Lowest No of Shares No of Trades
April 2021 17.10 13.50 80756 402
May 2021 21.87 13.55 556125 1324
June 2021 28.55 18.50 281881 625
July 2021 74.70 29.95 1544003 3659
August 2021 74.35 40.90 829505 3772
September 2021 45.00 37.05 168154 1261
October 2021 50.70 37.00 160688 1198
November 2021 45.95 33.15 166086 982
December 2021 46.90 41.50 173320 1288
January 2022 56.00 44.10 203784 1499
February 2022 54.75 35.00 253266 1029
March 2022 40.70 35.00 125516 618

42
(Source: The information is compiled from the data available from the website of BSE)

Particulars BSE
Closing share price as on March 31, 2022 Rs 36.45
Market Capitalization as on March 31, 2022 Rs. 2234.82 Lacs

Performance in Comparison to broad - based Indices


The Chart below shows the comparison of your Company share price movement on BSE vis-à-vis the
movement of the BSE Sensex for the Year 2021-22 (based on month end closing)

Simplex Castings Share Price Movement

80 68,000.00
Simplex Castings

60 58,000.00

Sensex
48,000.00
40
38,000.00
20 28,000.00
0 18,000.00
Apr-21 May-21 Jun-21 Jul-21 Aug-21 Sep-21 Oct-21 Nov-21 Dec-21 Jan-22 Feb-22 Mar-22

BSE SENSEX

Distribution of Shareholding as on 31.03.2022


Slab Total No. of (%) Number of shares % of Total Share Capital
Shareholders
1 - 500 3338 86.16 443271 7.23
501 - 1000 242 6.25 202283 3.30
1001- 2000 119 3.07 181088 2.95
2001- 3000 55 1.42 138360 2.25
3001- 4000 26 0.67 91792 1.50
4001- 5000 17 0.44 79056 1.29
5001- 10000 32 0.83 242737 3.96
10001- above 45 1.16 4752613 77.52
Total 3874 100.00 6131200 100.00

Shareholding Pattern as on 31.03.2022:


Sr. Category %
No of Shares
No Shareholding
1 Promoter & Promoter group:
(I) Individual / HUF 31,73,273 51.76
(II) Bodies Corporate 2,93,600 4.79
Total: 34,66,873 56.54
2 Public Shareholding:
Institutions
(I) Mutual Fund/UTI 0 0.00
Non-Institutions
(I) Bodies Corporate 3,91,473 6.38
(II) HUF 1,08,502 1.77
(III) Individuals
Individual shareholders holding nominal share capital upto Rs 2
(a) 14,27,141 23.28
Lakh

43
Individual shareholders holding nominal share capital in excess of
(b) 409905 6.69
Rs 2 Lakh
(IV) Non-Resident Individuals 1,43,535 2.34
(V) Clearing Members 12,137 0.20
(VI) IEPF 95,861 1.56
(VII) LLP 75,773 1.24
Total: 26,64,327 43.46
Total 61,31,200 100.00

Address for Correspondence:


Registrar and Share Transfer Registered office : Compliance Officer:
Agents: Simplex Castings Limited Akanksha Kotwani,
Link Intime India Private Limited 601/602A, Fair Link Centre, Off Company Secretary
C 101, 247 Park, L.B.S Marg, Andheri Link Road, Andheri (W), Corporate Office
Vikhroli (West), Mumbai, Mumbai – 400 053 Plot No. 32, Shivnath Complex,
Maharashtra 400083 Tel. No: +91-22-40034768 G.E. Road, Supela, Bhilai, Dist. -
PH No:022 2594 6970 Fax. No: +91-22-40034768 Durg (CG) 490023 India Tel. No:
E-mail: Email Id: 0788-2290483,
[email protected] [email protected] 2290484, 2290485
Fax. No: 0788-2285664
E-mail Id:
[email protected]

DECLARATION BY THE MANAGING DIRECTOR UNDER REGULATION 34(3) READ WITH PARAGRAPH D
OF SCHEDULE V OF THE SECURITIES AND EXCHANGE BOARD OF INDIA (LISTING OBLIGATIONS AND
DISCLOSURE REQUIREMENTS) REGULATIONS, 2015
To,
The Members of
Simplex Castings Limited

I, Sangeeta K Shah , Managing Director of Simplex Castings Limited declare that all the Members of the Board of
Directors and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year
ended 31st March, 2022.
For Simplex Castings Limited
Sd/-
Place : Bhilai Sangeeta K Shah
Date : 13/08/2022 Managing Director

44
CERTIFICATE FROM COMPANY SECRETARY IN PRACTICE REGARDING DISQUALIFICATION
OF DIRECTORS

[Pursuant to Regulation 34 (3) and Schedule V Para C Clause (10) (i) of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015]

To,
The Members
Simplex Castings Limited

We have examined the relevant registers, records, forms, returns and disclosures provided by the Directors of
Simplex Castings Limited and having CIN L27320MH1980PLC067459 and having registered office at 601/602A,
Fairlink Center, Off Andheri Link Road, Andheri (W),Mumbai-400 053 (hereinafter referred to as ‘the
Company’) ,produced before us by the Company for the purpose of issuing this Certificate, in accordance with
Regulation 34 (3) read with Schedule V Para C clause 10 (i) of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015.

In our opinion and to the best of our information and according to the verifications (including Directors Identification
Number (DIN) status at the portal www.mca.gov.in) as considered necessary and based on the disclosures of the
Directors, We hereby certify that none of the Directors on the Board of the Company have been debarred or
disqualified from being appointed or continuing as Directors of the companies by the Securities and Exchange
Board of India, Ministry of Corporate Affairs or any such other Statutory Authority for the period ended as on March
31, 2022.

TABLE A
Sr.. Name of the Directors Director Identification Original Date of appointment in
No Number Company
1. Champak Kalyanji Dedhia 00044969 01/08/2016
2. Ketan Moolchand Shah 00312343 12/03/1993
3. Sangeeta Ketan Shah 05322039 01/10/2014
4. Ushma Nitin Khabaria 06791342 01/10/2014
5. Sannovanda Swathi Machaiah 06952954 09/02/2019
6. Om Patel Prakash 08301041 14/12/2018

Ensuring the eligibility of for the appointment / continuity of every Director on the Board is the responsibility of the
management of the Company. Our responsibility is to express an opinion based on my verification. This certificate
is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which
the management has conducted the affairs of the Company.

For Meena Naidu & Associates


Company Secretaries
FRN: S2022CG465700
Peer Review Certificate No.: 1522/2021

MEENA NAIDU
Mem No : A28193
COP No : 23853

Date: :13/08/2022
UDIN:A028193D000781308
Place:Bhilai

45
CERTIFICATE FROM PRACTICING COMPANY SECRETARY ON CORPORATE GOVERNANCE

To
The Members of
Simplex Castings Limited

We have examined the compliance of conditions of Corporate Governance by Simplex Castings Limited for the
year ended 31st March, 2022 as stipulated in SEBI (LODR) Regulations, 2015 of the said Company, with the stock
exchange(s).

The compliance of conditions of Corporate Governance are the responsibility of the Management. Our examination
was limited
to procedures and implementation thereof adopted by the Company for ensuring the compliance of the conditions
of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the
Company.

In our opinion and to the best of our information and according to the explanations given to us and the
representations made by the Directors and the management, We certify that the Company has complied with the
conditions of Corporate Governance as stipulated in the above mentioned SEBI (LODR) Regulations, 2015.

We further state that such compliance is neither an assurance as to the future viability of the Company nor the
efficiency of effectiveness with which the Management has conducted the affairs of the Company.

For Meena Naidu & Associates


Company Secretaries
FRN: S2022CG465700
Peer Review Certificate No.: 1522/2021

MEENA NAIDU
Mem No : A28193
COP No : 23853

Date: :13/08/2022
UDIN: A028193D000781385
Place: Bhilai

46
COMPLIANCE CERTIFICATE BY CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER

[Pursuant to regulation 17(8)] of SEBI (LODR) Regulations, 2015]

To,
The Board of Directors
Simplex Castings Limited

We the undersigned, in our respective capacities as CEO and Chief Financial Officer of Simplex Castings Limited
(“the Company”) to the best of our knowledge and belief certify that:

a. We have reviewed financial statements and the cash flow statement for the year ended March 31, 2022 and that
to the best of our knowledge and belief, we state that:

I. These statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
II. These statements together present a true and fair view of the Company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.

b. We further state that to the best of our knowledge and belief, no transactions entered into by the Company during
the year, which are fraudulent, illegal or violative of the Company’s code of conduct.

c. We are responsible for establishing and maintaining internal controls for financial reporting and that we have
evaluated the effectiveness of internal control systems of the Company pertaining to financial reporting of the
Company and have disclosed to the Auditors and the Audit Committee, deficiencies in the design or operation of
internal controls, if any, of which we are aware and the steps we have taken or propose to take to rectify these
deficiencies.

d. We have indicated to the Auditors and the Audit Committee:


I. Significant changes, if any, in internal control over financial reporting during the year;
II. Significant changes, if any, in accounting policies during the year and that the same have been disclosed
in the notes to the financial statements; and
III. No significant fraud witnessed during the year.

sd/- sd/-
Date: 13/08/2022 (Ketan M Shah) (Avinash Hariharno)
Place: Bhilai Chief Executive officer Chief Financial Officer

47
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Simplex Castings Limited (SCL) is premier ECONOMY OVERVIEW
manufacturing organization in India with global business
presence. SCL possess well equipped manufacturing GLOBAL ECONOMY
facilities such as Cast-Iron Foundry, and Heavy The geopolitical crisis unfolded while the global
Engineering & Fabrication Plant. Each plant is economy was on a recovery path from the Covid-19
associated with modern machining facilities and a pandemic, with a significant divergence between the
central machine shop with several machine tools economic recoveries of advanced economies,
including large number of CNCs, EPC Division to take emerging market and developing ones. Recent
up Turn-Key Projects, Design wing with modern International Monetary Fund (IMF) Report projects
computer setup and aided tools. SCL is complete one global growth at 3.6% in 2022 and 2023, 0.8% and
stop shop for all engineering components manufacturing 0.2% lower than the January forecast, respectively.
needs, castings, forging, fabrication, machining, During the last two years of the pandemic, the global
assembly, equipment building, in-house testing, EPC economy continues to be plagued by uncertainty, with
division and Designing facility. SCL Units are situated in resurgent waves of mutant variants, supply chain
Bhilai, & Rajnandgaon, state of Chhattisgarh, the disruptions and a return of inflation in both advanced
central part of India, most mineral rich & densely and emerging economies.
industrialized province in India. SCL is catering to
various industrial sectors like Steel, Railways, Power, Year-on-Year (%) Difference from January
Mining , Cement, Sugar, Chemicals, Earthmovers, Region Projections 2022 WEO
2021 2022 2023 2021 2022 2023
Machines Tools, Ship Building , Oil & Gas and Defense.
World
Your Company believes in developing new products in 6.1 3.6 3.6 0.2 -0.8 -0.2
Output
line with changing technology and requirement of Advanced
5.2 3.3 2.4 0.2 -0.6 -0.2
customer. Economies
United
5.7 3.7 2.3 0.1 -0.3 -0.3
States
Simplex has been pioneer in its field for several Euro Area 5.3 2.8 2.3 0.1 -1.1 -0.2
landmark activities: Japan 1.6 2.4 2.3 0 -0.9 0.5
United
7.4 3.7 1.2 0.2 -1 -1.1
 Pioneer to Export steel plant equipment’s to Russia. Kingdom
Emerging
 Pioneer to Enter into tech tie-up with Tyazhprom Market and
Export Russia for Turnkey Projects in India. 6.8 3.8 4.4 0.3 -1 -0.3
Developing
 Pioneer to bring advance Japanese Technology for Economies
Emerging
Sinter Plant in India for SAIL - Bhilai Steel Plant for
and
complete Sinter Plant -III, executed on Turnkey basis Developing
7.3 5.4 5.6 0.1 -0.5 -0.2
in consortium with Mitsui / Kawasaki & Hitachi Zosen Asia
of Japan. China 8.1 4.4 5.1 0 -0.4 -0.1
 Pioneer to install on turnkey basis, Mini Blast India 8.9 8.2 6.9 -0.1 -0.8 -0.2
ASEAN-5 3.4 5.3 5.9 0.3 -0.3 -0.1
Furnace of 350 Cubs. Mt for Southern Iron Steel
Russia 4.7 -8.5 -2.3 0.2 -11.3 -4.4
Company at Salem (India) with Chinese Technology.
 Pioneer to Design, engineering and supply of 1 For India, data and forecasts are presented on a
equipment for hot rolling stackle mill, executed for fiscal year basis and GDP from 2011 onward is based
Salem Steel Plant as per SMS / Germany’s design. on GDP at market prices with fiscal year 2011/12 as a
 Pioneer in manufacturing undercarriage (bogie) for base year.
Railway Locomotives. 2 Indonesia, Malaysia, Philippines, Thailand, Vietnam.

 Pioneer in manufacturing Sucker rod pumping units Source: World Economic Outlook- April 2022,
for Oil & Gas, for ONGC, India International Monetary Fund

48
INDIAN ECONOMY 4.4% growth forecast published in January 22 , due to
India shone as the shining star in the global economic the Russia-Ukraine Conflict, Inflation and monetary
landscape as it emerged as the fastest growing major policy tightening and supply bottlenecks.
economy in the world. From a GDP contraction of 6.6%
in FY21, India rebounded sharply to register an 8.9% The global economy continues to face headwinds due
growth in its GDP in FY22. This was primarily owing to to rising inflationary pressures and geopolitical
the government thrust on vaccination and ensuring tensions. Moreover, conflict between Russia and
adequate availability of vaccines, financial support by Ukraine has led to many countries announcing trade
the government, waning of the fear from the pandemic, sanctions , thereby resulting in a reconfiguration of
opening up of trades and services in most of the trade relations across the globe. Even as the
sectors. Economic resurgence was supported by all the aforementioned has led to uncertainty across financial
sectors – the agriculture and allied sector grew by and Commodity markets, it also provides newer
3.9%, the industrial sector grew by 11.8% while the avenues for many emerging economics to build trade
services sector upped by 8.2%. relations. Besides better healthcare measures and
more widespread vaccinations should help stabilize
Estimates suggested that exports will touch US$670 activity across economics.
billion in FY22, which will position the nation among the
top-10 exporters globally in value terms. Despite this INDIA
jump, India’s mercantile trade deficit increased by 55% The headwinds notwithstanding ,India is likely to
owing to high crude oil prices and a spike in prices of remain the fastest growing major economy , with the
metals and other inputs. In addition, the inventory build- expansion of economic output pegged at 7.2%.
up by India Inc.to pre-empt supply-chain disruptions on Withdrawal of Covid -19 restrictions and normalization
account of the Ukraine war added to the deficit. New of the economy has led to a broad-based recovery
investment and ordering activity witnessed a healthy across sectors. Most sectors , excluding services , are
rise in FY22. New investment announcements by the not at pre-COVID levels.
private sector saw a 145-150% rise in FY22 as
compared to FY21.This was owing to megaproject Infrastructure and manufacturing initiatives by the
announcements, especially in the steel sector. government are supportive of growth, and healthy tax
collections provide the government with enhanced
% change of Indian GDP over fiscal years flexibility. Realignment of global supply chains will
continue to provide opportunities to grow exports.
8.7 Outlook for auto sales, especially Passenger Vehicles,
remains healthy with the easing of the chip shortage,
4.2
and the production of Medium and Heavy Commercial
Vehicles is expected to be healthy, driven by
infrastructure spending and mining. The real estate
FY20 FY 21 FY 22 market remains strong despite rising interest rates.
Healthy power consumption growth is expected to aid
-6.6 the addition of renewable energy capacities.

Source: Ministry of Statistics and Programme The vaccination programme having covered majority of
Implementation (MOSPI) the population, massive infrastructure spending,
benefits of supply-side reforms, easing of regulations,
OUTLOOK robust exports and the availability of fiscal space to
ramp up spending across several key sectors, provides
GLOBAL a platform for witnessing higher economic growth.
The IMF has moderated its CY 2022 global economy However, a prolonged Russia-Ukraine conflict, higher
growth forecast by 80 bps to 3.6 % from the estimated energy costs, elevated commodity prices resulting in

49
higher inflation and rate hikes by the Reserve Bank of INDIA STEEL EXPORTS AND IMPORTS
India (RBI), will be dampeners to growth.
Exports
INDUSTRY STRUCTURE & DEVELOPMENT A swift recovery in demand from developed countries
Steel is a champion industry with growing domestic and fall in exports from traditional steel exporting
demand and an opportunity to leverage the space countries contributed to growth in India’s finished steel
vacated by Russia and Ukraine in the global market exports, which were up 25% y-o-y in FY 2021-22. Steel
through exports. India remained a net importer of steel firms increased their share of exports leveraging the
for several years. However, starting 2017, fuelled by opportunity in export market while ensuring the
large-scale capex projects and the National Steel availability of steel in the local market. Semis exports
Policy, the country started contributing to the global declined by 26% due to base effect as steel
steel markets more than ever, with nearly 18 MnT steel manufacturers exported slabs following the onset of the
exported in FY 2021-22. India is now racing to build pandemic in India. Even though the export duty
steel capacities that meet the domestic demand and at introduced in India is primarily to curb inflation, the steel
the same time can supply to the global markets. India mills in India would need to continue their exports of at
is thus, on its path to becoming an integral part of the least value-added steel, to retain their customers and
global supply chain. In response to PLI Scheme also additional capacity is created over the year to meet
announced by Government of India for speciality steel export demand and this surplus cannot be absorbed in
products, the steel industry is geared up to create the domestic market in the short term.
capacity in this space.
Imports
The Indian steel industry recorded crude steel Finished steel imports stood at 4.67 MnT in FY 2021-
production of 120.01 MnT in FY 2021-22, despite 22 versus 4.75 MnT in FY 2020-21. The fall in imports
pandemic-induced disruptions in Q1 FY 2021-22. Led is due to greater import substitution and development
by a sharp recovery in demand in developed markets of comparable indigenous production lines in response
and production cuts in China, steel prices rose sharply to the government’s call for building a self-reliant India.
in H1 FY 2021-22 in domestic as well as global Imports are projected to decline even further as steel
markets. Prices moderated in Q3 FY 2021- 22 and mills take advantage of the PLI scheme for specialty
have remained volatile following the start of the Russia- steel.
Ukraine crisis. Steel production showed a solid
recovery and domestic finished steel consumption The details of top 10 steel producing nations are as
continued to grow. Finished steel consumption follows:
surpassed pre-pandemic levels and was supported by (mn tonnes)
the government’s improved infrastructure investments. Country 2022 2021 %
Demand from the auto sector was temporarily weak, Change
due to the semi-conductor shortage. However, the China 1033 1065 -3.00
industry closed the year on a positive note and India 118 100 17.7
recorded 11% growth in finished steel consumption. Japan 96 83 15.7
Russia 76 72 6.1
Domestic finished steel production rose 18.1% y-o-y to
United 86 73 18.3
touch 113.6 MnT. Finished steel consumption stood at
States
105.8 MnT, up 11.4% y-o-y, driven by the government’s
South Korea 71 67 5.2
infrastructure spending and the resumption of projects Turkey 40 36 12.8
stalled due to the pandemic. Germany 40 36 12.3
Brazil 36 31 16.1
Iran 29 29 -1.7

50
GOVERNMENT INITIATIVES FOR STEEL tonnage and market share. Corporate India’s capex is
INDUSTRY expected to grow and generate greater demand for
In addition to the capital outlays announced in Budget steel.
2022-23, several large-scale infrastructure initiatives
have also been unveiled, which carry the prospects of Infrastructure
multi-year, multi-crore investments in creating national The infrastructure sector accounts for 9 per cent of
infrastructure. The PM Gati Shakti National Masterplan steel consumption and expected to increase 11 per
was launched in October 2021 with the aim of faster cent by 2025-26. Due to such a huge investment in
and synchronised execution of key projects covering infrastructure the demand for long steel products
roads, railways, airports, ports, mass transport, would increase in the years ahead.
waterways and logistics infrastructure. The PLI scheme Airport
for solar module manufacturing will Fasttrack India’s More and more modern and private airports are
capabilities for manufacturing the necessary expected to be set up. Development of Tier-II city
infrastructure indigenously, to meet the goal of 280 GW airports would sustain consumption growth and
of installed solar capacity by 2030. The solar module estimated steel consumption in airport building is likely
manufacturing scheme carries an outlay of ₹19,500 to grow more than 20 per cent over next few years.
crore.
Railways
OPPORTUNITIES & THREATS The Dedicated Rail Freight Corridor (DRFC) network
The thrust on infrastructure development, road expansion would be enhanced in future. Gauge
construction, coal production, power generation, conversion, setting up of new lines and electrification
housing policies is driving the demand for castings from would drive steel demand.
the foundry industry. Besides, the Government's focus
on manufacturing in India and other policies will also Oil and Gas
drive demand for castings. The Company is in a India’s primary energy consumption of oil and gas is
position to grab the opportunity in the years to come expected to increase to 10 mbpd and 14 bcfd,
and confident to improvise the growth of turnover and respectively, by 2040.This would lead to an increase in
profitability. The Company has necessary and well- demand of steel tubes and pipes, providing a lucrative
equipped production facilities to reap the benefits of the opportunity to the steel industry.
growth opportunities. OPERATIONAL AND FINANCIAL PERFORMANCE
Our Company revenue from operations on Standalone
The Economic demand slow down presents a real basis rose by 14.00% at Rs 9183.85 Lacs compared to
challenge to growing volumes. The inflation figures, Rs 8055.76 Lacs in FY 2020-21. The Profit Before Tax
and recent emerging developments across the world, (PBT) and Profit After Tax (PAT) for the year 2021-22
like Corona virus has potential to de stabilize existing were Rs 202.95 Lacs and Rs 152.14 Lacs respectively,
business model of the industry. as against Rs 146.67 Lacs and Rs 101.03 Lacs
respectively during the previous year ended 31 March,
Automotive 2021.
The automotive industry is forecasted to grow in size
by US$ 74 billion in 2015 to US$ 260-300 billion by With the improvement of economic conditions in these
2026.With increasing capacity addition in the markets, we anticipate further increase in sales volume
automotive industry, demand for steel from the sector and profitability in the near future.
is expected to be robust.

Capital Goods
The capital goods sector accounts for 11 per cent of
steel consumption and expected to increase 14/15 per
cent by 2025-26 and has the potential to increase in

51
KEY FINANCIAL RATIOS: anticipated delay in economic revival, unfavorable
The Company has identified following ratios as key exchange rate fluctuations, emergence of inflationary
financial ratios for Operations: conditions, Competition in Indian and Global market
and any unexpected changes in regulatory framework.
Particulars 2021- 2020- Change
22 21 in % The Company is well aware of these risks and
challenges and has put in place mechanisms to ensure
Debtors turnover 3.77 3.78 0%
ratio that they are managed and mitigated with adequate
Payables 1.96 1.46 34% timely actions.
Turnover Ration
Inventory 1.44 1.55 (7)% INTERNAL CONTROL SYSTEM AND THEIR
Turnover Ratio ADEQUACY
Debt Service 1.56 1.67 (7)% The Company has adequate internal audit and control
coverage ratio
systems. Internal auditors comprising of professional
Current Ratio 1.23 1.20 3%
firms of Chartered Accountants have been entrusted
Debt Equity Ratio 1.41 1.64 (14)% the job to conduct regular internal audits at all units/
locations and report to the management the lapses, if
Turnover Ratio 4.67 5.58 (16)%
any. Both internal auditors and statutory auditors
Net Profit Ratio 0.02 0.01 32% independently evaluate the adequacy of internal
control system. Based on the audit observations and
Return on Net 0.03 0.02 45%
suggestions, follow up, remedial measures are being
Worth
taken including review and increase in the scope of
coverage, if necessary. The Audit Committee of
LONG-TERM AND MEDIUM-TERM STRATEGY Directors, in its periodical meetings, review the
The Company has strategies for business development adequacy of internal control systems and procedures
to cop up with the dynamic situation evolving everyday and suggest areas of improvements.
globally. Your Company is subject to all the positive &
negative effects of the change in the global scenario. The internal control system ensures compliance with all
Your Company works on long term and medium-term applicable laws and regulations, facilitates in optimum
strategies to deal with the challenges: utilization of resources and protect the Company’s
assets and investors’ interests. The Company has a
a. Long-term Strategy: clearly defined organizational structure, decision rights,
a) Widening of customer base manuals and operating procedures for its business
b) Entry into new industry segments units to ensure orderly and efficient conduct of its
c) Development of new casting products for business.
existing
d) customers The Company has a whistle blower policy so that
Directors and Senior personal can report their genuine
b. Medium-term Strategy: concern. The Audit Committee of the Board on
a) Improvement in product quality Quarterly basis reviews significant audit findings
b) Control & minimising rejections covering operational, financial and other areas and
c) Cost reduction provides guidance on further strengthening the internal
controls framework.
RISK CONCERN
Business risks exist for any enterprise having national HUMAN RESOURCES DEVELOPMENT AND
and international exposure. Your Company also faces INDUSTRIAL RELATIONS
some such risks, the key ones being - a longer than Human resource is considered as key to the future
growth strategy of the Company and looks upon to

5253
focus its efforts to further align human resource Cautionary Statement
policies, processes and initiatives to meet its business Statements in the Management Discussion and
needs. In order to focus on keeping employees abreast Analysis describing the Company’s objectives,
of technological and technical developments, the expectations or predictions may be forward looking
Company provides opportunity for training and within the meaning of applicable securities, laws and
learning. Industrial relations at all the units and regulations. Actual results may differ materially from
locations are cordial. As on March 2022, the company those expressed in the statement. Important factors
had 326 employees on its rolls. that would influence the Company’s operations include
cost of raw materials, tax laws, interest and power cost
and economic developments and such other factors
within the country and the international economic and
financial developments.

53
INDEPENDENT AUDITOR’S REPORT

TO THE MEMBERS OF SIMPLEX CASTINGS LIMITED

Report on the Audit of Standalone Financial Statements

Opinion
We have audited the accompanying standalone financial statements of M/s SIMPLEX CASTINGS LIMITED (CIN:
L27320MH1980PLC067459) ("the Company") which comprises the Balance Sheet as at March 31, 2022, the
Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity &
Statement of Cash flows for the year then ended, and notes to the financial statements, including a summary of
significant accounting policies and other explanatory information(hereinafter referred to as the “standalone financial
statements”).

In our opinion and to the best of our information and according to the explanations given to us, the aforesaid
financial statements give the information required by the Companies Act 2013 ('Act') in the manner so required and
give a true and fair view in conformity with the Indian Accounting Standards prescribed under section 133 of the
Act read with the Companies (Indian Accounting Standards) Rules, 2015, as amended, (“Ind AS) and other
accounting principles generally accepted in India, of the state of affairs of the Company as at March 31, 2022, and
the Profit and total comprehensive income, changes in equity and its cash flows for the year ended on that date.

Basis for Opinion


We conducted our audit in accordance with the Standards on Auditing (SAs) specified under section 143(10) of the
Companies Act, 2013. Our responsibilities under those Standards are further described in the Auditor’s
Responsibilities for the Audit of the Financial Statements section of our report. We are independent of the Company
in accordance with the Code of Ethics issued by the Institute of Chartered Accountants of India together with the
ethical requirements that are relevant to our audit of the financial statements under the provisions of the Companies
Act, 2013 and the Rules there under, and we have fulfilled our other ethical responsibilities in accordance with
these requirements and the Code of Ethics. We believe that the audit evidence we have obtained is sufficient and
appropriate to provide a basis for our opinion.

Emphasis of Matter

1. Attention is drawn to Note No. 43 which refers to the write down in value of semi-finished goods
manufactured for export to customer of Ukraine.

Key audit matters

Key audit matters are those matters that, in our professional judgment, were of most significance in our audit of the
standalone financial statements of the current period. These matters were addressed in the context of our audit of
the standalone financial statements as a whole, and in forming our opinion thereon, and we do not provide a
separate opinion on these matters.

We have determined the matters described below to be the key audit matters to be communicated in our report.

54
Sr. Key Audit Matters How our audit addressed the Key Audit Matter
No.

1 VALUATION OF INVENTORIES: Our Audit Procedure:

The net carrying value of inventory as on 31st March To address the risk of material error on
2022 is 39.63% of total assets of the company. inventories, our audit procedures included
amongst other:
Inventories were considered as a key audit matter due
to the size of the Balance sheet and because inventory  Assessing the compliance of
valuation involves management judgement. According company’s accounting policies over
to financial statements accounting principles inventories inventory with applicable IND AS.
are measured at the lower of cost or net realizable value.  Assessing the effectiveness of key
The company has segment and region-specific controls at the inventory storage
procedures for identifying risk for obsolescence and location.
measuring inventories at the lower of cost or net  Relying on the report of stock audit
realizable value. conducted during the year by external
agencies appointed by lender banking
RELATED DISCLOSURES: institutions.
 Relying on the Physical verification
Please refer to Note-2.3 (i) for details of the accounting conducted by management at the end
policies of inventories and Note-11 of notes to financial of the year.
statements for relevant disclosures of inventories.

Information other than the Financial Statements and Auditor’s Report thereon

The Company’s Board of Directors is responsible for the other information. The other information comprises the
information included in the Annual Report but does not include the financial statements and our auditor’s report
thereon. The Annual Report is expected to be made available to us after the date of this auditor's report.

Our opinion on the financial statements does not cover the other information and we will not express any form of
assurance conclusion thereon.

In connection with our audit of the standalone financial statements, our responsibility is to read the other information
and, in doing so, consider whether the other information is materially inconsistent with the standalone financial
statements, or our knowledge obtained in the audit or otherwise appears to be materially misstated. If, based on
the work we have performed, we conclude that there is a material misstatement of this other information, we are
required to report that fact. We have nothing to report in this regard.

When we read the Annual Report, if we conclude that there is a material misstatement therein, we are required to
communicate the matter to those charged with governance.

55
Management’s Responsibilities for the Standalone Financial Statements

The Company’s Board of Directors is responsible for the matters stated in section 134(5) of the Act with respect to
the preparation of these standalone financial statements that give a true and fair view of the financial position,
financial performance, including other comprehensive income, changes in equity and cash flows of the Company
in accordance with the Ind AS and other accounting principles generally accepted in India. This responsibility also
includes maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding
of the assets of the Company and for preventing and detecting frauds and other irregularities; selection and
application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent;
and design, implementation and maintenance of adequate internal financial controls, that were operating effectively
for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation
of the standalone financial statement that give a true and fair view and are free from material misstatement, whether
due to fraud or error.

In preparing the standalone financial statements, management is responsible for assessing the Company’s ability
to continue as a going concern, disclosing, as applicable, matters related to going concern and using the going
concern basis of accounting unless management either intends to liquidate the Company or to cease operations,
or has no realistic alternative but to do so.

Those Board of Directors are also responsible for overseeing the Company’s financial reporting process.

Auditor’s Responsibility for the Audit of the Standalone Financial Statements

Our objectives are to obtain reasonable assurance about whether the standalone financial statements as a whole
are free from material misstatement, whether due to fraud or error, and to issue an auditor’s report that includes
our opinion. Reasonable assurance is a high level of assurance but is not a guarantee that an audit conducted in
accordance with SAs will always detect a material misstatement when it exists. Misstatements can arise from fraud
or error and are considered material if, individually or in the aggregate, they could reasonably be expected to
influence the economic decisions of users taken on the basis of these standalone financial statements.

As part of an audit in accordance with SAs, we exercise professional judgment and maintain professional skepticism
throughout the audit. We also:

1. Identify and assess the risks of material misstatement of the financial statements, whether due to fraud or
error, design and perform audit procedures responsive to those risks, and obtain audit evidence that is
sufficient and appropriate to provide a basis for our opinion. The risk of not detecting a material misstatement
resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery,
intentional omissions, misrepresentations, or the override of internal control.
2. Obtain an understanding of internal controls relevant to the audit in order to design audit procedures that are
appropriate in the circumstances. Under section 143(3)(i) of the Act, we are also responsible for expressing
our opinion on whether the Company has adequate internal financial controls system in place and the
operating effectiveness of such controls.
3. Evaluate the appropriateness of accounting policies used and the reasonableness of accounting estimates
and related disclosures made by management.

56
4. Conclude on the appropriateness of management’s use of the going concern basis of accounting and, based
on the audit evidence obtained, whether a material uncertainty exists related to events or conditions that may
cast significant doubt on the Company’s ability to continue as a going concern. If we conclude that a material
uncertainty exists, we are required to draw attention in our auditor’s report to the related disclosures in the
financial statements or, if such disclosures are inadequate, to modify our opinion. Our conclusions are based
on the audit evidence obtained up to the date of our auditor’s report. However, future events or conditions may
cause the Company to cease to continue as a going concern.
5. Evaluate the overall presentation, structure and content of the standalone financial statements, including the
disclosures, and whether the financial statements represent the underlying transactions and events in a
manner that achieves fair presentation.

Materiality is the magnitude of misstatements in the standalone financial statements that, individually or in
aggregate, makes it probable that the economic decisions of a reasonably knowledgeable user of the standalone
financial statements may be influenced. We consider quantitative materiality and qualitative factors in (i) planning
the scope of our audit work and in evaluating the results of our work; and (ii) to evaluate the effect of any identified
misstatements in the standalone financial statements.

We communicate with those charged with governance regarding, among other matters, the planned scope and
timing of the audit and significant audit findings, including any significant deficiencies in internal control that we
identify during our audit.

We also provide those charged with governance with a statement that we have complied with relevant ethical
requirements regarding independence, and to communicate with them all relationships and other matters that may
reasonably be thought to bear on our independence, and where applicable, related safeguards.

From the matters communicated with those charged with governance, we determine those matters that were of
most significance in the audit of the financial statements of the current period and are therefore the key audit
matters. We describe these matters in our auditor’s report unless law or regulation precludes public disclosure
about the matter or when, in extremely rare circumstances, we determine that a matter should not be communicated
in our report because the adverse consequences of doing so would reasonably be expected to outweigh the public
interest benefits of such communication.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (Auditor’s Report) Order, 2020 (“the Order”), issued by the Central
Government of India in terms of sub-section (11) of section 143of the Companies Act, 2013 are given in
the Annexure A on the matters Specified in paragraphs 3 and 4 of the Order, to the extent applicable.

2. A. As required by Section 143(3) of the Act, we report that:


a. We have sought and obtained all the information and explanations which to the best of our
knowledge and belief were necessary for the purposes of our audit.

b. In our opinion, proper books of account as required by law have been kept by the Company so far
as it appears from our examination of those books.

57
c. The Balance Sheet, the Statement of Profit and Loss and the Cash Flow Statement dealt with by
this Report are in agreement with the books of account.

d. In our opinion, the aforesaid financial statements comply with the IND AS specified under Section
133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

e. On the basis of the written representations received from the directors as on 31st March, 2022 taken
on record by the Board of Directors, none of the directors is disqualified as on 31st March, 2022 from
being appointed as a director in terms of Section 164 (2) of the Act.

f. With respect to the adequacy of the internal financial controls over financial reporting of the Company
and the operating effectiveness of such controls, refer to our separate Report in ‘Annexure B’ ; and

B. With respect to the other matters to be included in the Auditor’s Report in accordance with Section 197
(16) of the Act, as amended:

a. In our opinion and to the best of our information and according to the explanations given to us, the
remuneration paid by the Company to its directors during the year is in with accordance with the
provisions of Section 197 of the Act; and

b. With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11
of the Companies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information
and according to the explanations given to us:
c. the Company has disclosed the impact of pending litigations on its financial position in its
standalone financial statements – Refer Note 31 to the standalone financial statements;
ii. the Company did not have any long-term contracts including derivative contracts for which
there were any material foreseeable losses; and
iii. there has been no delay in transferring amounts, required to be transferred, to the Investor
Education and Protection Fund by the Company

d. i. The management has represented that, to the best of its knowledge and belief, as disclosed in
Note 35 to the standalone financial statements, no funds have been advanced or loaned or invested
(either from borrowed funds or share premium or any other sources or kind of funds) by the
Company to or in any other persons or entities, including foreign entities (“Intermediaries”), with
the understanding, whether recorded in writing or otherwise, that the Intermediary shall:
- directly or indirectly lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Company or
- provide any guarantee, security or the like to or on behalf of the Ultimate Beneficiaries.

ii. The management has represented, that, to the best of its knowledge and belief, as disclosed in
Note 35 to the standalone financial statements, no funds have been received by the Company from
any persons or entities, including foreign entities (“Funding Parties”), with the understanding,
whether recorded in writing or otherwise, that the Company shall:
- directly or indirectly, lend or invest in other persons or entities identified in any manner
whatsoever (“Ultimate Beneficiaries”) by or on behalf of the Funding Party or
- provide any guarantee, security or the like from or on behalf of the Ultimate Beneficiaries.

58
iii. Based on such audit procedures as considered reasonable and appropriate in the
circumstances, nothing has come to our notice that has caused us to believe that the
representations under sub-clause (d) (i) and (d) (ii) contain any material misstatement.

e. Company has not declared or paid any dividend during the year.

C. With respect to the matter to be included in the Auditor’s Report under Section 197(16) of the Act:

In our opinion and according to the information and explanations given to us, the remuneration paid by the
Company to its directors during the current year is in accordance with the provisions of Section 197 of the
Act. The remuneration paid to any director is not in excess of the limit laid down under Section 197 of the
Act. The Ministry of Corporate Affairs has not prescribed other details under Section 197(16) of the Act which
are required to be commented upon by us.

Bhilai, dated: 28 May 2022 For APAS & Co. LLP


Chartered Accountants
(FRN- 000340C/C400308)

RAJDEEP SINGH
Partner
(Membership No. 415549)
UDIN-22415549AJUTWH2959

59
ANNEXURE ‘A’ TO THE INDEPENDENT AUDITOR’S REPORT
(Referred to in paragraph 2 under ‘Report on Other Legal and Regulatory Requirements’ section of our report of
even date)
1.
A. i) The Company has maintained proper records showing full particulars, including quantitative details
and situation of Property, Plant and Equipment.
ii) The Company has maintained proper records showing full particulars of intangible assets.
B. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has a regular programme of physical verification of its Property,
Plant and Equipment by which all property, plant and equipment are verified in a phased manner over
a period of three years. In accordance with this programme, certain property, plant and equipment
were verified during the year. In our opinion, this periodicity of physical verification is reasonable having
regard to the size of the Company and the nature of its assets. No material discrepancies were noticed
on such verification.
C. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the title deeds of immovable properties (other than immovable properties
where the Company is the lessee and the lease agreements are duly executed in favour of the lessee)
disclosed in the standalone financial statements are held in the name of the Company
D. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not revalued its Property, Plant and Equipment (including
Right of Use assets) or intangible assets or both during the year.
E. According to information and explanations given to us and on the basis of our examination of the
records of the Company, there are no proceedings initiated or pending against the Company for holding
any benami property under the Prohibition of Benami Property Transactions Act, 1988 and rules made
thereunder.

2. A. As explained to us, the physical verification of inventories have been conducted at reasonable intervals
by the management during the year. In our opinion, the frequency of the verification is reasonable. The
discrepancies noticed on verification between the physical stocks and the book records were not material
and have been properly dealt with in the books of account.
B. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has been sanctioned working capital limits in excess of five crore
rupees, in aggregate, from banks or financial institutions on the basis of security of current assets. In our
opinion, the quarterly returns or statements filed by the Company with such banks or financial institutions
are in agreement with the books of account of the Company.

3. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not provided any guarantee or security or granted any loans or
advances in the nature of loans, secured or unsecured to companies, firms, limited liability partnership or
any other parties during the year. The Company has not made any investments in firms, limited liability
partnership or any other parties. Accordingly, clause 3(iii)(a) and clause 3(iii)(c) to clause 3(iii)(f) of the
Order are not applicable to the Company.

4. According to the information and explanations given to us and on the basis of our examination of the
records, the Company has not given any loans, or provided any guarantee or security as specified under

60
section 185 and 186 of the Companies Act, 2013. In respect of the investments made by the Company,
the provisions of section 186 of the Companies Act, 2013 have been complied with.

5. The Company has not accepted any deposits or amounts which are deemed to be deposits from the public.
Accordingly, clause 3(v) of the Order is not applicable.

6. We have broadly reviewed the books of accounts maintained by the Company pursuant to the rules
prescribed by the Central Government for maintenance of cost records under Section 148(1) of the
Companies Act, 2013 in respect of its manufactured goods and are of the opinion that prima facie, the
prescribed accounts and records have been made and maintained. However, we have not carried out a
detailed examination of the records with a view to determine whether these are accurate or complete.

7. a. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, amounts deducted / accrued in the books of account in respect of undisputed
statutory dues including Goods and Services Tax (‘GST’), Provident fund, Income-Tax, Duty of Customs,
Cess and other statutory dues have been regularly deposited by the Company with the appropriate
authorities. According to the information and explanations given to us, no undisputed amounts payable in
respect of Goods and Services Tax (‘GST’), Provident fund, Income-Tax, Duty of Customs, Cess and other
statutory dues were in arrears as at 31 March 2022 for a period of more than six months from the date they
became payable. As explained to us, the provisions of employee state insurance are not applicable to the
Company.

b. According to the records of the company, the dues outstanding of income tax, sales tax, wealth-tax,
Service-tax, Customs duty, excise duty and cess on account of any dispute, are as follows:
Name of Statute Nature of Amount(Rs. In Period to which Forum where dispute
dues Lacs) Amount relates pending

Income Tax Act, Income Tax 977.34 AY 2010-11 At High Court, Mumbai
1961 demand

8. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not surrendered or disclosed any transactions, previously
unrecorded as income in the books of account, in the tax assessments under the Income Tax Act, 1961
as income during the year.

9. a. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not defaulted in the repayment of loans or other borrowings or
in the payment of interest thereon to any lender during the year.

b. According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not been declared a willful defaulter by any bank or financial
institution or government or government authority.

c. To the best of our knowledge and belief, in our opinion, term loans availed by the Company were, applied
by the Company during the year for the purposes for which the loans were obtained.

61
d. According to the information and explanations given to us and on an overall examination of the balance
sheet of the company, we report that no funds raised on short-term basis have been used for long-term
purposes by the company.

e. According to the information and explanations given to us and on an overall examination of the financial
statements of the company, we report that the company has not taken any funds from any entity or person
on account of or to meet the obligations of its subsidiary as defined under Companies Act, 2013. The
Company does not hold any investment in any associate companies or joint ventures as defined under
Companies Act, 2013.

f. According to the information and explanations given to us and procedures performed by us, we report
that the company has not raised loans during the year on the pledge of securities held in its subsidiary as
defined under Companies Act, 2013. The Company does not hold any investment in any associate
companies or joint ventures as defined under Companies Act, 2013.

10. (a) The Company has not raised any moneys by way of initial public offer or further public offer (including
debt instruments). Accordingly, clause 3(x)(a) of the Order is not applicable to the Company.

(b) According to the information and explanations given to us and on the basis of our examination of the
records of the Company, the Company has not made any preferential allotment or private placement of
shares or fully or partly convertible debentures during the year. Accordingly, clause 3(x)(b) of the Order is
not applicable.

11. (a) Based on examination of the books and records of the Company and according to the information and
explanations given to us, no fraud by the Company or on the Company has been noticed or reported during
the course of the audit.

(b) According to the information and explanations given to us, no report under sub-section (12) of Section
143 of the Companies Act, 2013 has been filed by the auditors in Form ADT-4 as prescribed under rule 13
of Companies (Audit and Auditors) Rules, 2014 with the Central Government.

(c) As represented to us by the management, there are no whistle blower complaints received by the
Company during the year.

12. According to the information and explanations given to us, the Company is not a Nidhi Company.
Accordingly, clause 3(xii) of the Order is not applicable.

13. In our opinion and according to the information and explanations given to us, the transactions with related
parties are in compliance with Section 177 and 188 of the Companies Act, 2013, where applicable, and
the details of the related party transactions have been disclosed in the financial statements as required by
the applicable accounting standards.

14. (a) Based on information and explanations provided to us and our audit procedures, in our opinion, the
Company has an internal audit system commensurate with the size and nature of its business.
(b) We have considered the internal audit reports of the Company issued till date for the period under audit.

15. In our opinion and according to the information and explanations given to us, the Company has not entered
into any non-cash transactions with its directors or persons connected to its directors and hence, provisions
of Section 192 of the Companies Act, 2013 are not applicable to the Company.

62
16. (a) & (b) The Company is not required to be registered under Section 45-IA of the Reserve Bank of India
Act, 1934. Accordingly, clause 3(xvi)(a) and clause 3(xvi)(b) of the Order is not applicable.
(c) &(d) The Company is not a Core Investment Company (CIC) as defined in the regulations made by the
Reserve Bank of India. Accordingly, clause 3(xvi)(c) and clause 3(xvi)(d) of the Order is not applicable.

17. The Company has not incurred cash losses in the current and in the immediately preceding financial year.

18. There has been no resignation of the statutory auditors during the year. Accordingly, clause 3(xviii) of the
Order is not applicable.

19. According to the information and explanations given to us and on the basis of the financial ratios, ageing
and expected dates of realisation of financial assets and payment of financial liabilities, other information
accompanying the financial statements, our knowledge of the Board of Directors and management plans
and based on our examination of the evidence supporting the assumptions, nothing has come to our
attention, which causes us to believe that any material uncertainty exists as on the date of the audit report
that company is not capable of meeting its liabilities existing at the date of balance sheet as and when they
fall due within a period of one year from the balance sheet date. We, however, state that this is not an
assurance as to the future viability of the company. We further state that our reporting is based on the facts
up to the date of the audit report and we neither give any guarantee nor any assurance that all liabilities
falling due within a period of one year from the balance sheet date, will get discharged by the company as
and when they fall due.

20. In our opinion and according to the information and explanations given to us, there is no unspent amount
under sub-section (5) of section 135 of the Companies Act, 2013 pursuant to any project. Accordingly,
clauses 3(xx)(a) and 3(xx)(b) of the Order are not applicable.

For APAS & Co. LLP


Chartered Accountants
(FRN- 000340C/C400308)

RAJDEEP SINGH
Partner
(Membership No. 415549)
UDIN-22415549AJUTWH2959

Bhilai, dated: 28 May 2022

63
ANNEXURE B TO THE INDEPENDENT AUDITOR’S REPORT OF EVEN DATE ON THE
FINANCIAL STATEMENTS OF SIMPLEX CASTINGS LIMITED

Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies
Act, 2013 (“the Act”)

We were engaged to audit the internal financial controls over financial reporting of Simplex Castings Limited(“the
Company”) as of March 31, 2022 in conjunction with our audit of the standalone financial statements of the
Company for the year ended on that date.

Management’s Responsibility for Internal Financial Controls

The Company’s management is responsible for establishing and maintaining internal financial controls based on
the internal control over financial reporting criteria established by the Company considering the essential
components of internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial
Reporting issued by the Institute of Chartered Accountants of India (‘ICAI’). These responsibilities include the
design, implementation and maintenance of adequate internal financial controls that were operating effectively for
ensuring the orderly and efficient conduct of its business, including adherence to company’s policies, the
safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of
the accounting records, and the timely preparation of reliable financial information, as required under the
Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the Company's internal financial controls over financial reporting
based on my/our audit conducted in accordance with the Guidance Note on Audit of Internal Financial Controls
Over Financial Reporting (the “Guidance Note”) and the Standards on Auditing, to the extent applicable to an audit
of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and
the Guidance Note require that we comply with ethical requirements and plan and perform the audit to obtain
reasonable assurance about whether adequate internal financial controls over financial reporting was established
and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial
controls system over financial reporting and their operating effectiveness. Our audit of internal financial controls
over financial reporting included obtaining an understanding of internal financial controls over financial reporting,
assessing the risk that a material weakness exists, and testing and evaluating the design and operating
effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor’s
judgment, including the assessment of the risks of material misstatement of the standalone financial statements,
whether due to fraud or error.

We believe that Audit evidence we have obtained is sufficient and appropriate audit evidence to provide a basis
for an audit opinion on internal financial controls system over financial reporting of the Company.

Meaning of Internal Financial Controls Over Financial Reporting

A company's internal financial control over financial reporting is a process designed to provide reasonable
assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with generally accepted accounting principles. A company's internal financial control over
financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the

64
company are being made only in accordance with authorizations of management and directors of the company;
and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of the company's assets that could have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of
collusion or improper management override of controls, material misstatements due to error or fraud may occur
and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to
future periods are subject to the risk that the internal financial control over financial reporting may become
inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may
deteriorate.

Opinion

In our opinion, the company has, in all material respects, an adequate internal financial controls system over
financial reporting and such internal financial controls over financial reporting were operating effectively as at 31st
March 2022, based on the internal control over financial reporting criteria established by the company considering
the essential components of internal control stated in the Guidance Note on “Audit of Internal Financial Controls
Over Financial Reporting” issued by the Institute of Chartered Accountants of India.

For APAS & Co. LLP


Chartered Accountants
(FRN- 000340C/C400308)

RAJDEEP SINGH
Partner
(Membership No. 415549)
UDIN-22415549AJUTWH2959

Bhilai, dated: 28 May 2022

65
Balance sheet as at 31.03.2022
Amount in Rs. Lacs
Particulars Note No As at 31.03.2022 As at 31.03.2021
ASSETS
(1) Non-current assets
(a) Property, plant and equipment 4 4,089.60 4,351.32
(b) Capital work-in-progress - 206.57
© Investment properties 5 200.01 208.25
(d) Other intangible assets 6 41.75 54.51
© Financial assets
(i) Investments 7 0.06 19.03
(ii) Other financial assets 8 242.32 218.20
(f) Deferred tax assets (net) 9 1,213.83 1,284.46
(g) Other non-current assets 10 398.13 497.84
(2) Current-assets
(a) Inventories 11 7,132.37 5,614.68
(b) Financial assets
(i) Trade Receivables 12 2,685.58 2,185.38
(ii) Bank, Cash and cash equivalents 13 23.75 78.67
(iii) Bank balances other than (ii) above 13 521.65 426.65
© Other current assets 10 1,450.54 2,114.58
Total Assets 17,999.58 17,260.14

EQUITY AND LIABILITIES


Equity
(a) Equity share capital 14 613.12 613.12
(b) Other equity 4,148.74 3,936.71

Liabilities
(1) Non-current liabilities
(a) Financial liabilities
- Borrowings 15 2,715.32 3,056.80
(b) Provisions 16 911.42 935.11
© Other non-current liabilities 17 7.64 20.97
(2) Current liabilities
(a) Financial liabilities
(i) Borrowings 18 3,982.35 4,406.50
(ii) Trade payables 19
-total outstanding dues of micro enterprises and small 153.57 196.67
enterprises
-total outstanding dues of Creditors other than micro 3,148.25 2,622.52
enterprises and small enterprises
(iii) Other financial liabilities 20 606.23 514.16
(b) Other current liabilities 21 1,688.10 923.75
(c) Provisions 16 24.84 33.86
Total Equity and Liabilities 17,999.58 17,260.15
0
Summary of significant accounting policies 2&3
The accompanying notes are integral part of the financial
statements.
As per our report of even date For and on behalf of the Board of Directors of
For APAS & CO LLP Simplex Castings Limited
(ICAI Firm Reg. No.000340C/C400308)
Chartered Accountants

Rajdeep Singh Ketan M Shah Sangeeta K Shah


Partner Chairman & Whole time Director Managing Director
Membership No.415549 (DIN: 00312343) (DIN: 05322039)
UDIN-22415549AJUTWH2959
Place : Bhilai Akansha Kotwani Avinash Hariharno
Date : 28.05.2022 Company Secretary CFO

66

68
Statement of Profit & Loss for the year ended 31st March, 2022
Amount in
Rs. Lacs
For the period For the period
Notes ended on ended on
31.03.2022 31.03.2021
INCOME
Revenue from operations 22 9,183.85 8,055.76
Other Income 23 82.96 225.82
TOTAL REVENUE (I) 9,266.81 8,281.59
EXPENDITURE
Cost of raw material and component consumed 24 5,698.99 3,644.54
Purchase of traded goods 169.12 -
Changes in inventories of work-in-progress, stock-in- 25 (1,227.50) 320.31
trade and finished goods
Employees benefit expense 26 1,357.82 1,356.02
Finance costs 27 877.75 1,011.32
Depreciation and amortization expense 28 560.76 601.31
Other expenses 29 1,626.93 1,461.40
TOTAL EXPENDITURE (II) 9,063.86 8,394.92
Profit/(Loss) before exceptional items and tax from 202.95 (113.33)
continuing operations
Exceptional items - (260.00)
Profit/(Loss) before tax from continuing operations 202.95 146.67
Tax expenses
Current tax - 2.21
Deferred Tax 50.80 43.43
Total tax expenses 50.80 45.64
Profit/(loss) for the year 152.15 101.03
Other Comprehensive Income
A (i) Items that will not be reclassified to profit or loss
Acturial gain or loss on defined benefit plans 75.49 55.62
Income tax relating to items that will not be reclassified to (19.83) (15.47)
profit or loss
A (i) Items that will be reclassified to profit or loss
Fair valuation of investments, net of taxes 4.22 8.17
Income tax relating to items that will be reclassified to - -
profit or loss
Total Comprehensive Income for the period Comprising 212.03 149.35
Profit/(Loss) and Other Comprehensive Income for the
period)
Earnings per equity share [nominal value of share 30
@ Rs 10/- (31st March,2022 Rs 10)
Basic 2.48 1.65
Diluted 2.48 1.65
Summary of significant accounting policies 2&3

The accompanying notes are integral part of the


financial statements.
As per our report of even date
For APAS & CO LLP For and on behalf of the Board of Directors of
(ICAI Firm Reg. No.000340C/C400308) Simplex Castings Limited
Chartered Accountants

Rajdeep Singh
Partner Ketan M Shah Sangeeta K Shah
Membership No.415549 Chairman & Whole time Director Managing Director
UDIN-22415549AJUTWH2959 (DIN: 00312343) (DIN: 05322039)
Avinash Hariharno
Place : Bhilai Akansha Kotwani
Date : 28.05.2022 Company Secretary CFO

6768
CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2022

Amount in Rs.
Lacs
For the year ended on
31-03-2022 31-03-2021
Cash Flow from operating activities
Profit/(loss) before tax from continuing operations 202.95 146.67
Non-cash adjustment to reconcile profit before tax to net cash flows
Depreciation/amortization 560.76 601.31
Profit from sale of investment properties (16.98) (107.48)
Provision/Allowances for credit loss on debtors and receivables (80.27) 191.31
Provision for warranty & guarantee (6.56) (11.47)
Finance Cost 877.75 1,011.32
Interest Income (31.94) (78.80)
OPERATING PROFIT BEFORE WORKING CAPITAL CHANGES 1,505.71 1,752.86
Movements in working capital :
Increase/(decrease) in trade payables 482.63 (646.93)
Increase/(decrease) in other financial liabilities 403.01 (177.99)
Increase/(decrease) in other current liabilities 764.35 164.45
Increase/(decrease) in Other non-current liablities (13.33) (0.38)
Decrease/(increase) in trade receivables (419.93) (297.63)
Decrease/(increase) in inventories (1517.69) (859.81)
Decrease/(increase) in other non current assets 75.60 (8.40)
Decrease/(increase) in provisions 53.59 359.45
Decrease/(increase) in other current assets 569.04 (321.05)
Cash generated from/(used in ) operations 1902.97 (35.42)
Direct taxes paid (net of refunds) - -
Net Cash flow from/(used in) operating activities continuing 1902.97 (35.42)
operation
Net Cash flow from/(used in) operating activities discontinuing - -
operation
Net Cash flow from/(used in) operating activities A 1902.97 (35.42)
Cash flows from investing activities
Purchase of PPE, including intangible assets, CWIP & net of (71.52) (53.58)
capital creditors
Proceeds from sale of investment properties 16.98 180.14
Investments/advances in/to subsidiary company -
Changes in investments 19.03 (4.88)
Investment in bank deposits (having original maturity of more than - 102.33
three months)
Interest received 31.94 78.80
Net cash flow from/(used in) investing activities continuing (3.57) 302.80
operations
Net cash flow from/(used in) investing activities discontinuing -
operations
Net cash flow from/(used in) investing activities B (3.57) 302.80
Cash flows from financing activities
Proceeds from Share capital issued -
Proceeds/(Repayment) of long-term borrowings (net) (341.47) 732.84
Proceeds from short-term borrowings (735.08) (24.05)
Interest paid (877.75) (1,011.32)
Dividends paid on equity shares -
Tax on equity dividend paid -
Net cash flow from/(used in) financing activities continuing (1954.30) (302.53)
operations
Net cash flow from/(used in) financing activities discontinuing -
operations
Net cash flow from/(used in) financing activities C (1954.30) (302.53)
NET INCREASE/(DECREASE) IN CASH & CASH EQUIVALENTS (54.90) (35.15)
(A+B+C)
Cash and Cash Equivalents at the beginning of the year 78.67 113.83

68
Cash and Cash Equivalents at the end of the year 23.76 78.67
Components of cash and cash equivalents
Cash in hand 0.25 0.35
With banks- on current account - 1.94
With banks- on deposit account 23.50 76.38
23.76 78.67
The Statement of Cash Flow has been prepared using Indirect method as per
Ind AS 7.
As per our report of even date
For APAS & CO LLP For and on behalf of the Board of Directors of
(ICAI Firm Reg. No.000340C/C400308) Simplex Castings Limited
Chartered Accountants

Rajdeep Singh Ketan M Shah Sangeeta K Shah


Partner Chairman & Whole time Director Managing Director
Membership No.415549 (DIN: 00312343) (DIN: 05322039)
UDIN-22415549AJUTWH2959
Akansha Kotwani Avinash Hariharno
Place : Bhilai
Date : 28.05.2022 Company Secretary CFO

69
Statement of Changes in Equity for the year ended 31.03.2021
(Amount in Rs. Lacs)
Equity Share Capital
Balance as at 01.04.2020 Changes in the Balance as at
equity share 31.03.2021
capital during the
year
613.12 - 613.12

Other Equity
Reserves and Surplus Equity Instruments Other itmes of Other Total
Capital Reserve Securities Premium* General Retained Earnings through Other Comprehensive
Reserve** Comprehensive Income (Gain/loss
Income (Net of Tax) on employee
benefit) (Net of Tax)

Restated balance at the beginning of the 738.68 731.62 5,700.00 (3,140.37) 0.15 (242.72) 3,787.36
reporting period 01.04.2020
Addition During the year - - - - - - -
Acturial Gain/loss on employee benefit) (Net of - - - - - 40.15 40.15
Tax)
Equity Instruments through Other Comprehensive - - - - 8.17 - 8.17
Income (Net of Tax)
Profit/(loss) for the year - - - 101.03 - - 101.03
Proposed Dividend & Tax - -
Balance at the end of the reporting period 738.68 731.62 5,700.00 (3,039.34) 8.32 (202.57) 3,936.71
31.03.2021
* Securities premium is used to record the premium received on issue of shares. It is to be utilised in accordance with the provisions of Companies Act, 2013.
** General Reserve is available for payment of dividend to the shareholders as per the provisions of Companies Act, 2013.

As per our report of even date For and on behalf of the Board of Directors of
For APAS & CO LLP Simplex Castings Limited
(ICAI Firm Reg. No.000340C/C400308)
Chartered Accountants

Rajdeep Singh Ketan M Shah Sangeeta K Shah


Partner Chairman & Whole time Director Managing Director
Membership No.415549 (DIN: 00312343) (DIN: 05322039)
UDIN-22415549AJUTWH2959

Place : Raipur Akansha Kotwani Avinash Hariharno


Date : 28.05.2022 Company Secretary CFO

70
Statement of Changes in Equity for the year ended 31.03.2022
(Amount in Rs. Lacs)
Equity Share Capital
Balance as at 01.04.2021 Changes in the Balance as at
equity share 31.03.2022
capital during the
year
613.12 - 613.12

Other Equity
Reserves and Surplus Equity Instruments Other itmes of Other Total
Capital Reserve Securities Premium* General Retained Earnings through Other Comprehensive
Reserve** Comprehensive Income (Gain/loss
Income (Net of Tax) on employee
benefit) (Net of Tax)

Balance at the beginning of the reporting 738.68 731.62 5,700.00 (3,039.34) 8.32 (202.57) 3,936.71
period 01.04.2021
Addition During the year (refer note 45) - - -
Acturial Gain/loss on employee benefit) (Net of 55.66 55.66
Tax)
Equity Instruments through Other Comprehensive 4.22 4.22
Income (Net of Tax)
Profit/(loss) for the year 152.15 152.15
Balance at the end of the reporting period 738.68 731.62 5,700.00 (2,887.19) 12.54 (146.91) 4,148.74
31.03.2022
* Securities premium is used to record the premium received on issue of shares. It is to be utilised in accordance with the provisions of Companies Act, 2013.
** General Reserve is available for payment of dividend to the shareholders as per the provisions of Companies Act, 2013.

As per our report of even date


For APAS & CO LLP For and on behalf of the Board of Directors of
(ICAI Firm Reg. No.000340C/C400308) Simplex Castings Limited
Chartered Accountants

Rajdeep Singh Ketan M Shah Sangeeta K Shah


Partner Chairman & Whole time Director Managing Director
Membership No.415549 (DIN: 00312343) (DIN: 05322039)
UDIN-22415549AJUTWH2959

Place : Raipur Akansha Kotwani Avinash Hariharno


Date : 28.05.2022 Company Secretary CFO

71
NOTES TO THE STANDALONE FINANCIAL STATEMENTS FOR THE YEAR ENDED 31ST MARCH, 2022

1. CORPORATE INFORMATION
Simplex Castings Limited (the company) is a public company domiciled in India and incorporated under the provisions of the
Companies Act. It's shares are listed on one stock exchanges in India. The company is mainly engaged in Manufacturing of
SG Iron, Steel, Special Alloy Castings, C.I. Castings and Equipments.
The addresses of its registered office and principal place of business are disclosed in the introduction to the annual report.

2. SIGNIFICANT ACCOUNTING POLICIES


2.1 BASIS OF PREPARATION AND PRESENTATION
i) The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) notified under the
Companies (Indian Accounting Standards) Rules,2016 and guidelines issued by the Securities and Exchange Board
of India (SEBI).
ii) The standalone financial statements have been prepared on a historical cost basis, except for the following assets
and liabilities which have been measured at fair value:
- Certain financial assets and liabilities and
- Defined benefit plans - plan assets
iii) Company’s financial statements are presented in Indian Rupees (INR), which is also its functional currency.

2.2 Estimation of uncertainties relating to the global health pandemic from COVID-19 (COVID-19)
The company has assessed possible impact COVID-19 on its financial statements based on internal and external information
available up to the date of approval of the financial results and concluded that no adjustment is required in these results. The
company continues to monitor future economic conditions
2.3 SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a) Current versus non-current classification
The company presents assets and liabilities in the balance sheet based on current/ non-current classification. An
asset is classified as current when it is:
- expected to be realised or intended to be sold or consumed in normal operating cycle;
- held primarily for the purpose of trading;
- expected to be realised within twelve months after the reporting period; or
- cash or a cash equivalent unless restricted from being exchanged or used to settle a liability for at least twelve
months after the reporting period. Terms of a liability that could, at the option of the counterparty, result in its
settlement by the issue of equity instruments do not affect its classification.
All other assets are classified as non-current.
A liability is current when it is:
- expected to be settled in normal operating cycle;
- held primarily for the purpose of trading;
- due to be settled within twelve months after the reporting period; or
- there is no unconditional right to defer the settlement of the liability for at least twelve months after the reporting
period.
All other liabilities are classified as non-current.

Deferred tax assets and liabilities are classified as non-current assets and liabilities.

The operating cycle is the time between the acquisition of assets for processing and their realisation in cash or cash
equivalents. The company has identified twelve months as its operating cycle.

b) Fair Value Measurement


Fair value is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction
between market participants at the measurement date. Normally at initial recognition, the transaction price is the best
evidence of fair value.
However, when the Company determines that transaction price does not represent the fair value, it uses inter-alia
valuation techniques that are appropriate in the circumstances and for which sufficient data are available to measure
fair value, maximising the use of relevant observable inputs and minimising the use of unobservable inputs.

72
All financial assets and financial liabilities for which fair value is measured or disclosed in the financial statements are
categorised within the fair value hierarchy. This categorisation is based on the lowest level input that is significant to the fair
value measurement as a whole:

- Level 1 - Quoted (unadjusted) market prices in active markets for identical assets or liabilities
- Level 2 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is directly
or indirectly observable
- Level 3 - Valuation techniques for which the lowest level input that is significant to the fair value measurement is
unobservable
Financial assets and financial liabilities that are recognised at fair value on a recurring basis, the Company determines whether
transfers have occurred between levels in the hierarchy by re- assessing categorisation at the end of each reporting period.

c) Property, Plant and Equipment (PPE)


i) On transition to Ind AS, the Company has elected to continue with the carrying value of all of its property, plant and
equipment recognised as at April 1, 2016, measured as per the previous GAAP, and use that carrying value as the
deemed cost of such property, plant and equipment.
ii) An item of PPE is recognized as an asset if it is probable that future economic benefits associated with the item will
flow to the Company and the cost of the item can be measured reliably.

iii) The cost of an item of property, plant and equipment is measured at :


- its purchase price, including import duties and non-refundable purchase taxes, after deducting trade discounts and
rebates.
- any costs directly attributable to bringing the asset to the location and condition necessary for it to be capable of
operating in the manner intended by management.
- the initial estimate of the costs of dismantling and removing the item and restoring the site on which it is located, the
obligation which is to be incurred either when the item is acquired or as a consequence of having used the item
during a particular period for purposes other than to produce inventories during that period.
iv) Expenditure incurred on renovation and modernization of PPE on completion of the originally estimated useful life
resulting in increased life and/or efficiency of an existing asset, is added to the cost of the related asset. In the carrying
amount of an item of PPE, the cost of replacing the part of such an item is recognized when that cost is incurred if the
recognition criteria are met. The carrying amount of those parts that are replaced is derecognized in accordance with
the derecognition principles.
v) After initial recognition, PPE is carried at cost less accumulated depreciation/amortization and accumulated impairment
losses, if any.
vi) Spare parts procured along with the Plant & Machinery or subsequently which meet the recognition criteria are
capitalized and added in the carrying amount of such item. The carrying amount of those spare parts that are replaced
is derecognized when no future economic benefits are expected from their use or upon disposal. Other machinery
spares are treated as “stores & spares” forming part of the inventory.
vii) If the cost of the replaced part or earlier inspection is not available, the estimated cost of similar new parts/ inspection
is used as an indication of what the cost of the existing part/ inspection component was when the item was acquired or
inspection carried out.
viii) An item of property, plant and equipment is derecognized upon disposal or when no future economic benefits are
expected from its use or disposal. Any gain or loss arising on derecognition of the asset (calculated as the difference
between the net disposal proceeds and the carrying amount of the asset) is included in the Statement of Profit and Loss
when the asset is derecognized.
d) Capital Work in Progress
i) Expenditure incurred on assets under construction (including a project) is carried at cost under Capital Work in
Progress. Such costs comprises purchase price of asset including import duties and non-refundable taxes after
deducting trade discounts and rebates and costs that are directly attributable to bringing the asset to the location and
condition necessary for it to be capable of operating in the manner intended by management.

ii) Cost directly attributable to projects under construction include costs of employee benefits, expenditure in relation to
survey and investigation activities of the projects, cost of site preparation, initial delivery and handling charges,
installation and assembly costs, professional fees, expenditure on maintenance and up-gradation etc. of common public
facilities, depreciation on assets used in construction of project, interest during construction and other costs if
attributable to construction of projects. Such costs are accumulated under “Capital works in progress” and subsequently

73
allocated on systematic basis over major assets, other than land and infrastructure facilities, on commissioning of
projects.

iii) Capital Expenditure incurred for creation of facilities, over which the Company does not have control but the creation
of which is essential principally for construction of the project is capitalized and carried under “Capital work in progress”
and subsequently allocated on systematic basis over major assets, other than land and infrastructure facilities, on
commissioning of projects, keeping in view the “attributability” and the “Unit of Measure” concepts in Ind AS 16-
“Property, Plant & Equipment”. Expenditure of such nature incurred after completion of the project, is charged to
Statement of Profit and Loss.

e) Intangible Assets
i) Intangible assets acquired separately are measured on initial recognition at cost. After initial recognition, intangible
assets are carried at cost less any accumulated amortisation and accumulated impairment losses.
ii) Software (not being an integral part of the related hardware) acquired for internal use, is stated at cost of acquisition
less accumulated amortisation and impairment losses, if any.
iii) An item of Intangible asset is derecognised upon disposal or when no future economic benefits are expected from its
use or disposal. Gains or losses arising from derecognition of an intangible asset are measured as the difference
between the net disposal proceeds and the carrying amount of the asset and are recognised in the Statement of Profit
and Loss when the asset is derecognised.

f) Leases
The company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if
the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To
assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (i) the
contract involves the use of an identified asset (ii) the Company has substantially all of the economic benefits from use of the
asset through the period of the lease and (iii) the Company has the right to direct the use of the asset.

The company applies the short-term lease recognition exemption to its short-term leases (i.e., those leases that have a lease
term of 12 months or less from the commencement date and do not contain a purchase option). It also applies the lease of
low-value assets recognition exemption to leases that are considered to be low value. Lease payments on short-term leases
and leases of low-value assets are recognised as expense on a straight-line basis over the lease term.
g) Revenue recognition
Revenue is recognised upon transfer of control of promised goods to customers in an amount that reflects the consideration
which the company expects to receive in exchange for those products.
Revenue is measured based on the transaction price, which is the consideration, adjusted for discounts, price concessions
and incentives, if any, as specified in the contract with the customer. Revenue also excludes taxes collected from customers.
i) Revenue from sales of goods is recognised on output basis measured by units delivered, number of transactions etc.

ii) Revenue from sales of goods is recognised at the point in time when control is transferred to the customer which
coincides with the performance obligation under the contract with the customer.

Interest income
Interest income is recognised on a time proportion basis taking into account the amount outstanding and the rate applicable.
Dividends
Revenue is recognised when the company's right to receive payment is established, which is generally when shareholders
approve the dividend.
Rendering of services
Income from services rendered is recognised based on agreements/arrangements with the customers as the service is
performed and there are no unfulfilled obligations.

h) Depreciation on Property, Plant & Equipment and Amortization of Intangible Assets


i) Depreciation on Property, Plant & Equipment is provided on Straight Line Method based on plant & machinery
and factory shed & building. In case of other assets, it is provided on written down value method as per the
estimated useful life of the assets which is same as envisaged in schedule II of the Companies Act, 2013 with
the exception of the following:

74
- spares classified as plant and equipment are depreciated over 2 to 15 years based on the technical
evaluation of useful life done by the management.
- assets costing Rs. 5,000 or less are fully depreciated in the year of purchase.

ii) Depreciation on additions to/deductions from Property, Plant & Equipment during the year is charged on pro-
rata basis from / up to the date on which the asset is available for use / disposal.

iii) The residual values, useful lives and method of depreciation of property, plant and equipment is reviewed at
each financial year end and adjusted prospectively, if appropriate.

iv) Where the life and / or efficiency of an asset is increased due to renovation and modernization, the expenditure
thereon along with its unamortized depreciable amount is charged prospectively over the revised / remaining
useful life determined by technical assessment.
v) Spares parts procured alongwith Plant & Machinery or subsequently, which are capitalized and added in the
carrying amount of such items, are depreciated over the residual useful life of the related plant and machinery
or their useful life whichever is lower.
vi) Leasehold land is amortised annually on the basis of tenure of lease period. Freehold land is not depreciated.

vii) Other Intangible assets are amortized over technically useful life of the assets.

i) Inventories :
i) Inventories are valued at lower of cost and net realizable value, after providing for obsolences, if any.
ii) Cost of Raw Materials, Stores & Spares, Work in Progress, Finished Goods and Stock-in-Trade are
computed on Moving Average basis.
iii) Cost of Work in Progress and Finished Goods includes direct materials, labour, conversion and proportion
of manufacturing overheads incurred in bringing the inventories to their present location and condition.
iv) The cost is determined using moving average cost formula and net realizable value is the estimated selling
price in the ordinary course of business, less the estimated costs necessary to make the sale.

j) Borrowing Cost
Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily
takes a substantial period of time to get ready for its intended use or sale are capitalised as part of the cost of
the asset. All other borrowing costs are expensed in the period in which they occur. Borrowing costs consist of
interest and other costs that the company incurs in connection with the borrowing of funds. Borrowing cost also
includes exchange differences to the extent regarded as an adjustment to the borrowing costs.
k) Income Taxes
Income tax expense represents the sum of current and deferred tax. Tax is recognised in the Statement of
Profit and Loss, except to the extent that it relates to items recognised directly in equity or other comprehensive
income. In such cases tax are also recognised directly in equity or in other comprehensive income.

i) Current tax
Current tax assets and liabilities are measured at the amount expected to be recovered from or paid to
the taxation authorities, based on tax rates and laws that are enacted or substantively enacted at the
Balance sheet date.
ii) Deferred tax
Deferred tax is recognised on temporary differences between the carrying amounts of assets and
liabilities in the financial statements and the corresponding tax bases used in the computation of taxable
profit.
Deferred tax liabilities and assets are measured at the tax rates that are expected to apply in the period
in which the liability is settled or the asset realised, based on tax rates (and tax laws) that have been
enacted or substantively enacted by the end of the reporting period. The carrying amount of deferred tax
liabilities and assets are reviewed at the end of each reporting period.

l) Foreign Currency Transactions

75
i) Transactions in foreign currency are initially recorded at exchange rate prevailing on the date of transaction. At
each Balance Sheet date, monetary items denominated in foreign currency are translated at the exchange rates
prevailing on that date.
ii) Exchange differences arising on translation or settlement of monetary items are recognised as income or
expenses in the period in which they arise in the Statement of Profit and loss.

m) Employee Benefits Expense


Short Term Employee Benefits
The undiscounted amount of short-term employee benefits expected to be paid in exchange for the services rendered
by employees are recognised as an expense during the period when the employees render the services.
Post-Employment Benefits
Defined Contribution Plans
A defined contribution plan is a post-employment benefit plan under which the Company pays specified contributions
to a separate entity. The Company makes specified monthly contributions towards Provident Fund and Contributory
Pension Fund. The Company’s contribution is recognised as an expense in the Statement of Profit and Loss during
the period in which the employee renders the related service.

Defined Benefits Plans


The cost of the defined benefit plan and other post-employment benefits and the present value of such obligation are
determined using actuarial valuations. An actuarial valuation involves making various assumptions that may differ
from actual developments in the future. These include the determination of the discount rate, future salary increases,
mortality rates and future pension increases. Due to the complexities involved in the valuation and its long-term
nature, a defined benefit obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed
at each reporting date.

The company has recognized the gratuity payable to the employees as per the Payment of Gratuity Act,1972 and
Leave Encashment Benefits as defined benefit plans. The liability in respect of these benefits is calculated using the
Projected Unit Credit Method and spread over the period during which the benefit is expected to be derived from
employees' services.
Re-measurement of defined benefit plans in respect of post-employment are charged to the Other Comprehensive
Income.
n) Provisions, Contingent Liabilities and Contingent Assets
Provisions are recognised when the Company has a present legal or constructive obligation as a result of a past
event and it is probable that an outflow of resources embodying economic benefits will be required to settle the
obligation and a reliable estimate can be made of the amount of the obligation. Such provisions are determined based
on management estimate of the amount required to settle the obligation at the balance sheet date. When the
Company expects some or all of a provision to be reimbursed, the reimbursement is recognised as a standalone
asset only when the reimbursement is virtually certain.

If the effect of the time value of money is material, provisions are discounted using a current pre-tax rate that reflects
when appropriate, the risks specific to the liability. When discounting is used, the increase in the provision due to the
passage of time is recognised as a finance cost.

Contingent liabilities are disclosed on the basis of judgment of management. These are reviewed at each balance
sheet date and are adjusted to reflect the current management estimate.

Contingent assets are not recognized but are disclosed in the financial statements when inflow of economic benefits
is probable.
o) Impairment of non-financial assets - property, plant and equipment and intangible assets
The Company assesses at each reporting date as to whether there is any indication that any property, plant and
equipment and intangible assets or group of assets, called cash generating units (CGU) may be impaired. If any such
indication exists the recoverable amount of an asset or CGU is estimated to determine the extent of impairment, if
any. When it is not possible to estimate the recoverable amount of an individual asset, the Company estimates the
recoverable amount of the CGU to which the asset belongs.

76
An impairment loss is recognised in the Statement of Profit and Loss to the extent, asset’s carrying amount exceeds
its recoverable amount. The recoverable amount is higher of an asset’s fair value less cost of disposal and value in
use. Value in use is based on the estimated future cash flows, discounted to their present value using pre-tax discount
rate that reflects current market assessments of the time value of money and risk specific to the assets.

The impairment loss recognised in prior accounting period is reversed if there has been a change in the estimate of
recoverable amount.
p) Share capital and share premium
Ordinary shares are classified as equity. Incremental costs directly attributable to the issue of new shares are shown in
equity as a deduction, net of tax, from the proceeds.
Par value of the equity share is recorded as share capital and the amount received in excess of the par value is classified
as share premium.

q) Financial Instruments
i) Financial Assets
A. Initial recognition and measurement
All financial assets and liabilities are initially recognized at fair value. Transaction costs that are directly
attributable to the acquisition or issue of financial assets and financial liabilities, which are not at fair value
through profit or loss, are adjusted to the fair value on initial recognition. Purchase and sale of financial assets
are recognised using trade date accounting.
B. Subsequent measurement
Financial assets carried at amortised cost
A financial asset is measured at amortised cost if it is held within a business model whose objective is to hold
the asset in order to collect contractual cash flows and the contractual terms of the financial asset give rise
on specified dates to cash flows that are solely payments of principal and interest on the principal amount
outstanding.
Financial assets at fair value through other comprehensive income (FVTOCI)
A financial asset is measured at FVTOCI if it is held within a business model whose objective is achieved by
both collecting contractual cash flows and selling financial assets and the contractual terms of the financial
asset give rise on specified dates to cash flows that are solely payments of principal and interest on the
principal amount outstanding.
Financial assets at fair value through profit or loss (FVTPL)
A financial asset which is not classified in any of the above categories are measured at FVTPL.
C. Equity Investments
All equity investments are measured at fair value through Other Comprehensive Income with value changes
recognised therein.

D. Impairment of financial assets


In accordance with Ind AS 109, the Company uses ‘Expected Credit Loss’ (ECL) model, for evaluating
impairment of financial assets other than those measured at fair value through OCI.
Expected credit losses are measured through a loss allowance at an amount equal to:
- The 12-months expected credit losses (expected credit losses that result from those default events on the
financial instrument that are possible within 12 months after the reporting date); or
- Full lifetime expected credit losses (expected credit losses that result from all possible default events over
the life of the financial instrument).

For trade receivables Company applies ‘simplified approach’ which requires expected lifetime losses to be
recognised from initial recognition of the receivables. The Company uses historical default rates to determine
impairment loss on the portfolio of trade receivables. At every reporting date these historical default rates are
reviewed and changes in the forward looking estimates are analysed.

ii) Financial Liabilities


A. Initial recognition and measurement
All financial liabilities are recognized at fair value and in case of loans, net of directly attributable cost. Fees
of recurring nature are directly recognised in the Statement of Profit and Loss as finance cost.

77
B. Subsequent measurement
Financial liabilities are carried at amortized cost using the effective interest method. For trade and other
payables maturing within one year from the balance sheet date, the carrying amounts approximate fair value
due to the short maturity of these instruments.
iii) Derivative financial instruments
The Company uses derivative financial instruments such as interest rate swaps and forward contracts to mitigate
the risk of changes in interest rates and exchange rates. Such derivative financial instruments are initially
recognised at fair value on the date on which a derivative contract is entered into and are also subsequently
measured at fair value. Derivatives are carried as financial assets when the fair value is positive and as financial
liabilities when the fair value is negative.
Any gains or losses arising from changes in the fair value of derivatives are taken directly to Statement of Profit
and Loss, except for the effective portion of cash flow hedges which is recognised in Other Comprehensive Income
and later to Statement of Profit and Loss when the hedged item affects profit or loss or treated as basis adjustment
if a hedged forecast transaction subsequently results in the recognition of a non-financial assets or non-financial
liability.
Hedges that meet the criteria for hedge accounting are accounted for as follows:
A. Cash flow hedge
The Company designates derivative contracts or non-derivative financial assets / liabilities as hedging
instruments to mitigate the risk of movement in interest rates and foreign exchange rates for foreign exchange
exposure on highly probable future cash flows attributable to a recognised asset or liability or forecast cash
transactions. When a derivative is designated as a cash flow hedging instrument, the effective portion of
changes in the fair value of the derivative is recognized in the cash flow hedging reserve being part of other
comprehensive income. Any ineffective portion of changes in the fair value of the derivative is recognized
immediately in the Statement of Profit and Loss. If the hedging relationship no longer meets the criteria for
hedge accounting, then hedge accounting is discontinued prospectively. If the hedging instrument expires or
is sold, terminated or exercised, the cumulative gain or loss on the hedging instrument recognized in cash
flow hedging reserve till the period the hedge was effective remains in cash flow hedging reserve until the
underlying transaction occurs. The cumulative gain or loss previously recognized in the cash flow hedging
reserve is transferred to the Statement of Profit and Loss upon the occurrence of the underlying transaction.
If the forecasted transaction is no longer expected to occur, then the amount accumulated in cash flow
hedging reserve is reclassified in the Statement of Profit and Loss.
B. Fair Value Hedge
The Company designates derivative contracts or non-derivative financial assets / liabilities as hedging
instruments to mitigate the risk of change in fair value of hedged item due to movement in interest rates and
foreign exchange rates.
Changes in the fair value of hedging instruments and hedged items that are designated and qualify as fair
value hedges are recorded in the Statement of Profit and Loss. If the hedging relationship no longer meets
the criteria for hedge accounting, the adjustment to the carrying amount of a hedged item for which the
effective interest method is used is amortised to Statement of Profit and Loss over the period of maturity.

iv) Derecognition of financial instruments


The Company derecognizes a financial asset when the contractual rights to the cash flows from the financial asset
expire or it transfers the financial asset and the transfer qualifies for derecognition under Ind AS 109. A financial
liability (or a part of a financial liability) is derecognized from the Company's Balance Sheet when the obligation
specified in the contract is discharged or cancelled or expires.

r) Earnings Per Share


Basic earnings per share are calculated by dividing the net profit or loss for the period attributable to equity shareholders
by weighted average number of equity shares outstanding during the period. The weighted average number of equity
shares outstanding during the period are adjusted for events of bonus issue; bonus element in a right issue to existing
shareholders.
For the purpose of calculating diluted earnings per share, the net profit or loss for the year attributable to equity
shareholders and the weighted average number of shares outstanding during the year are adjusted for the effects of all
dilutive potential equity shares.

s) Dividend Distribution

78
Dividend distribution to the Company’s shareholders is recognised as a liability in the company’s financial statements
in the period in which the dividends are approved by the Company’s shareholders.

t) Statement of Cash Flows


i) Cash and Cash equivalents
For the purpose of presentation in the statement of cash flows, cash and cash equivalents includes cash on
hand, deposits held at call with financial institutions, other short-term, highly liquid investments with original
maturities of three months or less that are readily convertible to known amounts of cash and which are subject
to an insignificant risk of changes in value, and bank overdrafts. However, for Balance Sheet presentation, Bank
overdrafts are classified within borrowings in current liabilities.
ii) Statement of Cash Flows is prepared in accordance with the Indirect Method prescribed in the relevant
Accounting Standard.
u) Warranty provisions
Provisions for warranty-related costs are recognised when the product is sold or service provided to the customer.
Initial recognition is based on historical experience. The initial estimate of warranty-related costs is revised
annually.
3 KEY ACCOUNTING ESTIMATES AND JUDGEMENTS
The preparation of the Company’s financial statements requires management to make judgement, estimates and
assumptions that affect the reported amount of revenue, expenses, assets and liabilities and the accompanying disclosures.
Uncertainty about these assumptions and estimates could result in outcomes that require a material adjustment to the
carrying amount of assets or liabilities affected in future periods.
a) Depreciation / amortisation and useful lives of property plant and equipment / intangible assets
Property, plant and equipment / intangible assets are depreciated / amortised over their estimated useful lives, after
taking into account estimated residual value. The estimated useful lives and residual values of the assets are
reviewed annually in order to determine the amount of depreciation / amortisation to be recorded during any reporting
period. The useful lives and residual values are based on the Company’s historical experience with similar assets
and take into account anticipated technological changes and other related matters. The depreciation / amortisation
for future periods is revised if there are significant changes from previous estimates.

b) Recoverability of trade receivable


Judgements are required in assessing the recoverability of overdue trade receivables and determining whether a
provision against those receivables is required. Factors considered include the period of overdues, the amount and
timing of anticipated future payments and the probability of default.

c) Provisions
Provisions and liabilities are recognized in the period when it becomes probable that there will be a future outflow of
resources resulting from past operations or events and the amount of cash outflow can be reliably estimated. The
timing of recognition and quantification of the liability requires the application of judgement to existing facts and
circumstances. The carrying amounts of provisions and liabilities are reviewed regularly and revised to take account
of changing facts and circumstances.
d) Impairment of non-financial assets
The Company assesses at each reporting date whether there is an indication that an asset may be impaired. If any
indication exists, the Company estimates the asset’s recoverable amount. An asset’s recoverable amount is the
higher of an assets or Cash Generating Units (CGU’s) fair value less costs of disposal and its value in use. It is
determined for an individual asset, unless the asset does not generate cash inflows that are largely independent of
those from other assets or a group of assets. Where the carrying amount of an asset or CGU exceeds its recoverable
amount, the asset is considered impaired and is written down to its recoverable amount.
In assessing value in use, the estimated future cash flows are discounted to their present value using pre-tax discount
rate that reflects current market assessments of the time value of money and the risks specific to the asset. In
determining fair value less costs of disposal, recent market transactions are taken into account, if no such transactions
can be identified, an appropriate valuation model is used.
e) Measurement of defined benefit obligations

79
The measurement of defined benefit and other post-employment benefits obligations are determined using actuarial
valuations. An actuarial valuation involves making various assumptions that may differ from actual developments in
the future. These include the determination of the discount rate, future salary increases, mortality rates and future
pension increases. Due to the complexities involved in the valuation and its long-term nature, a defined benefit
obligation is highly sensitive to changes in these assumptions. All assumptions are reviewed at each reporting date.

3.1 NEW AND AMENDED STANDARDS


During the year the company has not early adopted any standards, amendments that have been issued but are not yet
effective/notified.

3.2 RECENT ACCOUNTING DEVELOPMENTS


Ministry of Corporate Affairs (“MCA”) notifies new standards or amendments to the existing standards. There is no such
notification which would have been applicable from April 1, 2021.

Amount in Rs.
4. Property, Plant and Equipment Lacs
Freehold Leasehold Factory Plant & Furniture & Vehicles Total
Land Land Shed & Machinery Fixtures
Building
Gross Block
Carring Value
At 1 April 2020
408.71 76.74 1,383.66 5,370.43 19.74 90.60 7,349.88
Additions
- - - 20.36 - 10.33 30.69
Disposals - - -
- - 20.22 20.22
At 31 March, 2021
408.71 76.74 1,383.66 5,390.79 19.74 80.71 7,360.34
Additions -
- 6.10 271.40 - 9.26 286.76
Disposals -
- - - - 22.08 22.08
Reclassified as
discontinued - - - -
- - -
operations
At 31st March, 2022
408.71 76.74 1,389.75 5,662.19 19.74 67.89 7,625.02
Depreciation
At 1 April 2020
- 4.72 327.14 2,020.67 12.80 70.29 2,435.62
Charge for the year on
continuing operations - 0.91 73.91 509.06 1.81 6.36 592.05
Transfers/adjustments - - -
- - 18.65 18.65
At 31 March, 2021
- 5.63 401.04 2,529.74 14.60 58.01 3,009.02
Charge for the year on
continuing operations - 0.91 49.43 484.58 1.48 10.98 547.38
Transfers/adjustments
- - - - - 20.98 20.98
At 31st March, 2022
- 6.54 450.47 3,014.32 16.09 48.01 3,535.42
Net Block
At 31 March, 2021
408.71 71.11 982.62 2,861.05 5.13 22.70 4,351.32
At 31st March, 2022
408.71 70.20 939.28 2,647.87 3.65 19.88 4,089.60

80
Amount in Rs.
5. Investment Properties Lacs
Freehold Building Total
Land
Gross Block
Carrying Value
At 1 April 2020 254.50 28.98 283.48
Purchase/additions - - -
Disposals 72.66 - 72.66
At 31 March, 2021 181.85 28.98 210.83
Purchase/additions - - -
Disposals 7.73 - 7.73
At 31st March, 2022 174.12 28.98 203.10
Depreciation/Amortization
At 1 April 2020 - 2.06 2.06
Charge for the year - 0.52 0.52
At 31 March, 2021 - 2.58 2.58
Charge for the year - 0.52 0.52
At 31st March, 2022 - 3.09 3.09
Net Block
At 31 March, 2021 181.85 26.41 208.25
At 31st March, 2022 174.12 25.89 200.01

6. Other Intangible assets Amount in Rs. Lacs


Computer Total
software
Gross Block
Carrying Value
At 1 April 2020 129.20 129.20
Purchase/additions 4.70 4.70
Reclassified as discontinued operations - -
At 31 March, 2021 133.90 133.90
Purchase/additions 0.11 0.11
Reclassified as discontinued operations - -
At 31 March, 2022 134.01 134.01
Amortization
At 1 April 2020 70.64 70.64
Charge for the year on continuing operations 8.75 8.75
Reclassified as discontinued operations - -
Transfers/adjustments - -
At 31 March, 2021 79.39 79.39
Charge for the year on continuing operations 12.86 12.86
Reclassified as discontinued operations - -
Transfers/adjustments - -
At 31 March, 2022 92.25 92.25
Net Block
At 31 March, 2021 54.51 54.51
At 31 March, 2022 41.75 41.75

81
Amount in
7. Investments Rs. Lacs
No. of
Shares/
Units as at As at As at
31.03.2022 31.03.2022 31.03.2021

Trade investments
Valued at cost
Investment in subsidiaries
Investment in Ordinary Shares with no par value
Simplex Castings International Pte Ltd. of $
0.074 each
NIL - 3.29
Less: Provision for diminution in value of
investment
-
(3.29)
Non-Trade investments - -
Carried at Fair Value through OCI - -
Investment in equity instruments, fully Paid up - -
Quoted - -
Equity Shares of Rs. 10/- each of Industrial
Development Bank of India
NIL - 2.78
- -
Investment in mutual fund, fully Paid up - -
Carried at Fair Value through OCI - -
SBI Magnum Comma Fund NIL - 10.91
SBI PSU Fund NIL - 5.28
- -
Investment in government securities - -
Other Long-term investments - -
National Saving Certificates 0.06 0.06

0.06 19.03
Agrregate amount of quoted investments and
market value thereof - 18.97
Agreegate amount of Unquoted investments 0.06 0.06
Investment in government securities carried at cost 0.06 0.06
Investment in subsidiaries carried at cost - 3.29
Investment carried at fair value through OCI - 18.97

8. Other financial assets


As at As at
31.03.2022 31.03.2021
Unsecured, considered good unless stated
otherwise
Security deposit with govt. & others 242.32 218.20
242.32 218.20
9. Deferred Tax (Assets)/Liabilities
As at As at
31.03.2022 31.03.2021
Deferred Tax (Assets)/Liabilities
Temporary differences on account of PPE & Other intangible assets 354.02 406.78
Temporary differences on account of Employee Benefits (171.17) (154.91)
Temporary differences on index cost of inflation (0.39) (12.99)
MAT Credit Entitlement (0.98) (0.98)
Unabsorbed Depreciation and Business losses (949.61) (1,113.53)

82
Temporary differences on Provisions for receivables and warranties (445.70) (408.83)
Net deferred tax (assets)/ liabilities (1,213.83) (1,284.46)

RECONCILIATION OF DEFERRED TAX (ASSETS)/LIABILITIES (NET)


Deferred Tax (Assets)/Liabilities
Deferred tax liability / (assets) at the beginning of the year (1,284.46) (1,343.36)
Deferred tax liability / (assets) during the year on
70.63 58.90
account of timing difference
DEFERRED TAX LIABILITIES / (ASSETS) AT THE END OF THE YEAR (1,213.83) (1,284.46)

9A Tax Expenses As at 31.03.2022 As at 31.03.2021

Current Tax:
Current Tax for profit of current year - -

Total Current Tax Expenses - -

Deferred Tax:
Decrease in Deferred Tax Asset (net) 70.63 58.9

Total Deferred Tax(Credit)/ Charge 70.63 58.9

Total Tax Expense 70.63 58.9

Effective Tax Rate 34.80% 40.16%

Reconcilation of Tax Expense and accounting Profit multiplied by


Statutory Tax rate
Profit Before Tax 202.95 146.67
Rate of Tax 27.82% 27.82%

Tax Expense at applicable Tax rate 56.46 40.8


Effect of expenses not deductible in determining taxable profit (Net) 14.17 18.09

Total Tax Expenses / (Credit) 70.63 58.9

Non-Current Current
As at As at As at As at
10. Other assets (unsecured, considered good) 31.03.2022 31.03.2021 31.03.2022 31.03.2021
Advances other than capital advances
Advance to Subsidiary Company - - - 1.96
Advance to Vendors - - 1,081.37 1,325.72
Prepaid expenses - - 40.36 41.43
Balance with statutory/govt. authorities - - 108.65 390.07
Others 398.13 497.84 220.16 355.39
Total 398.13 497.84 1,450.54 2,114.58

11. Inventories (valued at lower of cost and net realizable value)


As at As at
31.03.2022 31.03.2021
Raw Materials, components and Stores & spares 4,392.75 4,102.55
Finished goods 804.16 515.83
Semi-finished goods 1,935.46 996.29
7,132.37 5,614.68

83
12. Trade receivables

As at As at
31.03.2022 31.03.2021
Trade receivables considered good - Unsecured 2,685.58 2,185.38
Trade Receivables which have significant increase in Credit Risk 962.11 1,042.38
3,647.69 3,227.76
Less: Provision for doubtful receivables 962.11 1,042.38

2,685.58 2,185.38

Trade receivable ageing schedule as at 31st March 2022:


Not Due Less than 6 6 months to 1 1 year to 2 2 years to 3 More than 3
Particulars
months Year years years years
Undisputed:
(i) Considered Good NIL 2152.25
160.54 370.65 205.47 615.33
(ii) Credit Impaired NIL 30.75
10.15 65.92 96.51 615.33
Disputed:
(i) Considered Good NIL NIL NIL NIL NIL
143.45
(ii) Credit Impaired NIL NIL NIL NIL NIL
143.45

Trade receivable ageing schedule as at 31st March 2021:


Not Due Less than 6 6 months to 1 1 year to 2 2 years to 3 More than 3
Particulars
months Yeat year years years
Undisputed :
(i) Considered Good 17.21 1642.65 60.95 417
265.45 681.05
(ii) Credit Impaired 0.18 17.14 4.66 85.12
110.78 681.05
Disputed:
(i) Considered Good NIL NIL NIL NIL 89.25 54.20
(ii) Credit Impaired NIL NIL NIL NIL 89.25 54.20

13. Bank, Cash and cash equivalents


Non-Current Current
As at As at As at
As at 31.03.2022
31.03.2022 31.03.2021 31.03.2021
Cash and cash equivalents
Balances with
banks:
On current accounts - 1.94
Deposits with original maturity of less than three months 23.50 76.38
Cash on hand 0.25 0.35
23.75 78.67

Other bank balances


Unpaid dividend account 3.63 4.43
Deposits with original maturity for more than 12
- 153.00
months - -

84
Deposits with original maturity for more than 3 518.03 422.23
months but less than 12 months
- 153.00 521.65 426.65
Amount disclosed under other financial assets
- 153.00
(note 8)

- - 545.40 505.33

Deposits are pledged with various banks for availing LC, Bank Guarantee and margin money.

As at As at
14. Equity Share capital 31.03.2022 31.03.2021
Authorised
10000000 (31st March, 2022: 10000000) equity shares of Rs.10/-
each 1,000.00 1,000.00

1,000.00 1,000.00

Issued, Subscribed and fully paid-up

6131200 (31st March, 2022: 6131200) equity shares of Rs.10/- each fully paid-up 613.12 613.12

Reconciliation of the equity shares outstanding at the beginning and at the end of the reporting
a. period

As at 31.03.2022 As at 31.03.2021
No. Rs. In lacs No. Rs. In lacs

At the beginning of the period 61,31,200 613.12 61,31,200 613.12

Issued during the period - - - -

Outstanding at the end of the period 61,31,200 613.12 61,31,200 613.12

b. Terms/rights attached to equity shares


The company has only one class of equity shares having a par value of Rs.10/- per share. Each holder of equity shares is
entitled to one vote per share. The company declares and pays dividends in Indian rupees. The dividend proposed by the
Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting.

In the event of liquidation of the company, the holders of the equity shares will be entitled to receive remaining assets of the
company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equity shares
held by the shareholders.

c. There is no holding/ultimate holding company of the Company.

d. In the period of five years immediately preceding 31st March, 2022, the company has neither issued bonus shares, bought
back any equity shares nor has allotted any equity shares as fully paid up without payment being received in cash.

e. Details of shareholders holding more than 5% shares in the company:

85
As at 31.03.2022 As at 31.03.2021
% of holding % of holding
No. in the class No. in the class

Equity shares of Rs.10/- each fully paid


Shri Ketan M Shah 2354415 38.40 2354415 38.40
Smt. Sangeeta Ketan Shah 773697 12.62 773697 12.62
3128112 51.02 3128112 51.02

f. Promoter shareholding details:


Name of Promoter group Shareholder As at 31.03.2022
% Change
No. % of holding during the year
Ketan Shah 23,54,415 38.40% NIL
Sangeeta Ketan Shah 7,73,797 12.62% NIL
Jayshree Sanjiv Haria 38,300 0.62% NIL
Kisan Ratilal Choksey 3,500 0.06% NIL
Piyush Shah 3,240 0.05% NIL
Usha Piyush Shah 21 0.00% NIL
Sim Prabha Estates & Trading Co.(P) Ltd 2,37,500 3.87% NIL
Hem Holdings And Trading Limited 48,700 0.79% NIL
Prabha Plantations ( P ) Ltd 7,400 0.12% NIL

15. Borrowings
Amount in
Rs. Lacs
Long-Term Current maturities
Effective
Particulars Maturity As at As at As at As at
interest rate
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Secured
Term loan from financial
12.00% March, 2023 17.55 60.91 48.96 39.12
institutions
Term loan from financial
13.00% Sept', 2027 23.54 32.19 4.39 3.80
institutions
Term loan from financial
7.40% Aug, 2024 189.00 398.49 132.00 -
institutions (SBI)
Term loan from financial
8.00% Oct, 2024 204.79 402.55 150.41 -
institutions (BOB)
Term loan from financial
7.50% Sep, 2024 28.05 50.00 15.93 -
institutions (UBI)
Other loans
and advances
Other loans from financial
13.00% Jan, 2022 - - - 1.27
institutions (secured)
Other loans from financial
institutions (Mahindra & 11.90% July, 2025 3.56 5.33 1.71 1.52
Mahindra Bolero(secured))
Other loans from financial
institutions (Mahindra & 12.18% Aug, 2024 2.71 - 3.25 -
Mahindra Bolero(secured))
Unsecured
Loans & advances from
0.00% -- 955.08 813.17 - -
Directors

86
Loans & advances from
0% to 12% -- 1,291.03 1,294.16 - -
body corporates
2,715.32 3,056.80 356.65 45.71
The above amount
includes

Secured
469.21 949.47 356.65 45.71
borrowings
Unsecured
2,246.11 2,107.33 - -
borrowings
Amount disclosed under the
head
"Short term borrowings"
(refer note 18) (356.65) (45.71)
Net amount 2,715.32 3,056.80 - -

Security and terms & conditions for above loans:


a. Term Loan from financial institutions are secured by way of equitable mortgage on the freehold land.
b. Other loans and advances from Banks and financial institutions are secured by Hypothecation of respective vehicles
purchased under the loan.
c. Other loans from directors and body corporates are repayable after more than one year.
d. Unsecured loan from financial institutions are secured by personal guarantee of two directors of the company.

16. Provisions
Long Term Short Term
As at As at As at As at
31.03.2022 31.03.2021 31.03.2022 31.03.2021
Provision for Employee Benefits 513.58 537.27 19.31 19.56
Provision for warranty and - 5.53 12.09
guarantees -
Provision for Income Tax - - 2.21
-
Other Provisions 397.84 397.84 - -

911.42 935.11 24.84 33.86

17. Other non-current liabilities


As at As at
31.03.2022 31.03.2021

Retention money/Security Deposit payable 7.64 20.97


7.64 20.97

18. Borrowings
As at As at
31.03.2022 31.03.2021
Cash Credit facility from banks (secured) 3,530.85 4,360.79
Bill Discounting from Financial Institutions 94.86 -
Current Maturities of Long Term Borrowings (Refer Note 15) 356.65 45.71
The above amount includes 3,982.35 4,406.50
Secured borrowings 3,982.35 4,406.50

87
Terms & Conditions of Secured Loans

1. The cash credit facilities from Banks are secured by first pari passu charge over entire current assets i.e. stocks of raw materials,
finished goods, stock in process, stores & consumables, trade receivables of the Company and second charge over the other
movable assets and immovable assets of the Company.

2. The above credit facilities are also secured by personal guarantee of promoter directors of the Company

As at
As at
31.03.2021
19. Trade Payable 31.03.2022

Trade payables - dues for micro and small enterprises 153.57 196.67
Trade payables other than micro and small enterprises 3,148.25 2,622.52

3,301.81 2,819.18

Trade payable ageing schedule as at 31st March 2022:


Less than 1 1 year to 2 2 year to 3 More than 3
Particulars Unbilled & not due
year year year years
Undisputed :
(i) MSME 28.78 19.41 36.48 68.89
-
(ii) Others 2,354.29 539.97 39.13 214.86
-
Trade payable ageing schedule as at 31st March 2021:
Less than 1 1 year to 2 2 year to 3 More than 3
Particulars Unbilled & not due
year year year years
Undisputed :
(i) MSME
- 65.47 58.86 45.44 26.90
(ii) Others
- 2,103.96 96.79 231.41 190.36

As at As at
20. Other Financial Liabilities 31.03.2022 31.03.2021
Interest accrued but not due on borrowings 1.23 -
Interest accrued and due on borrowings 113.28 78.99
Investor Education and Protection Fund will be credited by following amounts
(as and when due) - -
Unpaid dividend 3.63 4.43
Liabilities for expenses 488.09 430.74
606.23 514.16

As at As at
21. Other Current Liabilities 31.03.2022 31.03.2021
Other Payable
Duties & Taxes Payable 86.95 316.91
TDS payable 11.50 14.48
Capital creditors 61.50 59.86
Advances from Customer 1,528.16 532.51
1,688.10 923.75

88
22. Revenue from operations Amount in Rs.Lacs

2021-22 2020-21
Revenue from operations
Sale of products 9,183.35 7,158.92
Sale of Services 896.01
Other operating revenue
Sale of Scrap 0.50 0.83
Revenue from operations 9,183.85 8,055.76

23. Other Income


2021-22 2020-21
Interest Income on
Bank Deposits & others 31.94 78.80
Exchange fluctuation gain 10.87 1.79
Profit on sale of investment properties 16.98 107.48
Other non-operating income (net of expenses
directly attributable to such income) 23.17 37.75
82.96 225.82

24. Cost of material and components consumed 2021-22 2020-21


Inventory at the beginning of the year 4,102.55 2,910.93
Add: purchases 5,989.18 4,576.16
10,091.73 7,487.10
Less: Inventory at the end of the year 4,392.75 3,842.55
Cost of raw material and components consumed 5,698.99 3,644.54

25. Changes in inventories of work-in-progress,


stock-in-trade and finished goods 2021-22 2020-21 (Increase)/Decrease
2021-22
Inventories at the end of the year
Finished goods 804.16 515.83 (288.33)
Semi-Finished goods 1,935.46 996.29 (939.17)
2,739.62 1,512.13 (1,227.50)
Inventories at the beginning of the year 2020-21
Finished goods 515.83 356.45 (159.38)
Semi-Finished goods 996.29 1,475.99 479.70
1,512.13 1,832.44 320.31
Net (increase)/decrease in inventories (1,227.50) 320.31

26. Employees benefit expense 2021-22 2020-21


Salaries, wages and other benefits 1,149.26 1,157.55
Directors' remuneration 73.28 3.07
Contribution to provident and other funds 64.31 63.06
Gratuity expense 58.44 50.98
Workmen and staff welfare expense 12.52 11.36

1,357.82 1,356.02

27. Finance Costs 2021-22 2020-21


Interest
- on working capital 696.41 664.50
- on others 49.10 260.58
Bank charges 132.23 86.24

877.75 1,011.32

89
28. Depreciation and amortization expense 2021-22 2020-21
Depreciation on property, plant & equipment 547.38 592.05
Depreciation on investment properties 0.52 0.52
Amortization of intangible assets 12.86 8.75
560.76 601.31

29. Other Expenses 2021-22 2020-21


Testing/Laboratory charges - 1.34
Offloading/Job contract charges 2.58 20.99
Power & Fuel 483.09 368.95
Frieght and forwarding charges 208.13 73.88
Rent 12.00 12.00
Rates and taxes
- Sales tax & work contract tax - -
- Others 12.13 9.28
Insurance 24.12 20.38
Repairs and maintenance
- Plant and machinery 11.83 18.88
- Buildings 4.00 3.48
- Others 31.00 27.90
Liquidated damages 79.53 412.96
Commission
- Other than Sole selling agents 0.16 24.18
Provision for doubtful debtors (80.27) 191.31
Provision for Warranty & Guarantee (6.56) (11.47)
Travelling and conveyance 33.94 29.63
Communication expenses 4.07 0.40
Printing and stationery 7.35 4.32
Legal and professional fees 111.75 54.48
Directors' sitting fees 2.90 3.05
Payment to Auditor (Refer details below) 7.50 7.50
Advertisement/Sales Promotion expense 6.47 8.44
Donation 0.32 1.20
Corporate Social Responsibility 4.33 0.45
Balances written off - -
Bad Debts written off 388.68 61.24
Miscellaneous expenses 277.88 116.65
1,626.93 1,461.40

Payment to Auditor
2021-22 2020-21
As auditor:
Audit fee 7.00 7.00
Tax Audit fee 0.50 0.50
7.50 7.50

30. Earnings per share (EPS) 2021-22 2020-21


Profit/ (Loss) after tax for the year 152.15 101.03
Nominal Value of Equity Shares 10 10
Weighted average number of equity shares in calculating Basic EPS 61,31,200 61,31,200
Weighted average number of equity shares in calculating Diluted EPS 61,31,200 61,31,200

Basic & Diluted EPS


- Basic earnings per share 2.48 1.65
- Diluted earnings per share 2.48 1.65

90
31. Contingent Liabilities and Capital Commitments are not provided for in respect of:-
i) Counter Guarantees given to banks against Bank guarantees issued by the Company Banker aggregate to Rs.506.57
lacs (Previous Year Rs.506.57 lacs.)

ii) Disputed liability of Rs.977.34 lacs (Previous Year Rs.977.34 lacs) on account of Income Tax for the A.Y. 2010-11
where the department has filed an appeal with Hon'ble High Court, Mumbai as against the order of Appellate Tribunal
in favour of the company.

iii) During the year Employee Provident Fund Organisation has raised demand of Rs. 6.50 Lacs (PY- NIL) for the period
from Jan'2018 to Jan'2020. Company has filed an appeal at Central Govt Industrial Tribunal cum Labour court against
the said demand.
iv) Cimmco Ltd. has filed an application before NCLT, Mumbai for demanding Rs.831.01 lacs for non-supply of Bogie which
is on account of loss of profit, goodwill, harassment, LD, Interest etc. from the company whereas the company is having
receivable of Rs.91.01 lacs against supply of Bogie to Cimmco Ltd. The company has also filed an application before
NCLT, Kolkata for demanding Rs.91.01 lacs but due COVID-19, the hearing was adjourned. The Company has not
provided for the liability towards the amount of claims raised by Cimmco against the Company, in view of strong defence
of the Company, the management believes ultimate outcome of the proceedings is expected to be in Company's favour.

v) Demand has been raised by GST department for wrong availment of ITC for Rs. 84.01 lakhs against which company
is in process of filing appeal. Amount of GST paid under protest is Rs. 84.01 Lakhs

vi) Claim against the company not acknowledged as debt Rs.18.56 Lacs (Previous year: Rs. 18.56 Lacs)

32. Case filed by party under NCLT for their dues amounting to Rs.NIL (PY- Rs. 13.52 lacs) and the company is in the process of
settlement the case with the party. Further, the company has also received notices from MSME in respect of their dues to the
tune of Rs. Nil (PY- Rs.156.45 lacs) for which necessary replies has been submitted.

33. The transaction of Slump sale of Urla unit executed on 26-04-2019 with M/s Texmaco Rail & Engineering Limited was initially
contemplated for Rs. 8750 Lacs. The said transaction is still not completed and the M/s Texmaco Rail & Engineering Limited
has violated several contractual obligations. As such, company litigation for recovery of differential amount along with damages
and compensation is in process.

35. FINANCIAL RISK MANAGEMENT OBJECTIVE AND POLICIES

The Company’s principal financial liabilities comprise of loans and borrowings, trade payables and other financial liabilities.
The main purpose of these financial liabilities is to finance the Company’s operations. The Company’s principal financial assets
include investments, other financial assets, trade and other receivables, and cash and short-term deposits that derive directly
from its operations.

The Company is exposed to the following risks from its use of financial instruments:
- Credit risk
- Liquidity risk
- Interest rate risk
- Currency risk
- Price risk
The Company’s board of directors has overall responsibility for the establishment and oversight of the Company’s risk
management framework. This note presents information about the risks associated with its financial instruments, the
Company’s objectives, policies and processes for measuring and managing risk, and the Company’s management of capital.

91
Credit Risk
The Company is exposed to credit risk as a result of the risk of counterparties non-performance or default on their obligations.
The Company’s exposure to credit risk primarily relates to investments, accounts receivable and cash and cash equivalents.
The Company monitors and limits its exposure to credit risk on a continuous basis. The Company’s credit risk associated with
accounts receivable is primarily related to party not able to settle their obloigation as agreed. To manage this the Company
periodically reviews the finanial reliability of its customers, taking into account the financial condition, current economic trends
and analysis of historical bad debts and ageing of accounts receivables.

Trade receivables
Trade receivables represent the most significant exposure to credit risk and are stated after an allowance for impairment and
expected credit loss.

Bank, Cash and cash equivalents


Bank, Cash and cash equivalents comprise cash in hand and deposits which are readily convertible to cash. These are subject
to insignificant risk of change in value or credit risk.

The carrying amount of financial assets represents the maximum credit exposure. The maximum exposure to credit risk at the
reporting date was:

Amount in INR
Lacs
31-Mar-22 31-Mar-21

Trade receivables 2,685.58 2,185.38

Bank, Cash and cash equivalents 545.40 505.33

Impairment losses
31-Mar-22 31-Mar-21
Trade receivables (measured under life time excepted credit loss
model)
Opening balance 1,042.37 1,252.19
Provided during the year (80.27) -
209.82
Reversal of provision - -
Closing balance 962.10 1,042.37

Ageing analysis
31-Mar-22 31-Mar-21
Upto 3 months 1,909.97 1,514.56
3-6 months 360.69 47.82
More than 6 months 414.92 623.00
2,685.58 2,185.38

No significant changes in estimation techniques or assumptions were made during the reporting period

94 92
Liquidity risk

The Company is exposed to liquidity risk related to its ability to fund its obligations as they become due. The
Company monitors and manages its liquidity risk to ensure access to sufficient funds to meet operational and
financial requirements. The Company has access to credit facilities and debt capital markets and monitors cash
balances daily. In relation to the Company’s liquidity risk, the Company’s policy is to ensure, as far as possible,
that it will always have sufficient liquidity to meet its liabilities when due, under both normal and stressed conditions
as they fall due while minimizing finance costs, without incurring unacceptable losses or risking damage to the
Company’s reputation.

Maturities of financial liabilities


The contractual undiscounted cash flows of financial liabilities are as follows:
Less 1-5 years
As at 31 March 2022 than 1
year More than 5 years Total
Borrowings 4,339.00 2,691.78 23.54 7,054.32
Trade payables 3,301.81 - - 3,301.81
Other financial liabilities 606.23 - - 606.23

8,247.04 2,691.78 23.54 10,962.36


Less 1-5 years
As at 31 March 2021 than 1
year More than 5 years Total

Borrowings 4,406.50 3,040.48 16.32 7,463.29


Trade payables 2,819.19 - - 2,819.19
Other financial liabilities 514.16 - - 514.16

7,739.84 3,040.48 16.32 10,796.64

Interest rate risk


Interest rate risk is the risk that an upward movement in the interest rate would adversly effect the borrowing cost
of the company. The Company is exposed to long term and short-term borrowings. The Company manages interest
rate risk by monitoring its mix of fixed and floating rate instruments, and taking action as necessary to maintain an
appropriate balance.
The exposure of the Company's borrowings to interest rate changes at the end of the reporting period are as
follows:

a) Interest rate risk exposure


31-Mar-22 31-Mar-21
Variable rate borrowings 3,530.85 4,360.79
Fixed rate borrowings 3,523.47 3,102.51

b) Sensitivity analysis

Profit or loss estimate to higher/lower interest rate expense from borrowings as a result of changes in interest
rates.
Impact on profit after tax
31-Mar-22 31-Mar-21
Interest rates - increase by 70 basis points (24.72) (30.69)
Interest rates - decrease by 70 basis points 24.72 30.69

93
FOREX EXPOSURE RISK
The Company operates internationally and is exposed to foreign exchange risk arising from foreign currency
transactions. Foreign exchange risk arises from future commercial transactions and recognised assets and
liabilities denominated in a currency that is not the company's functional currency (INR). The risk is measured
through a forecast of highly foreign currency cash flows.
The company does not have any long-term borrowings in foreign currency. However, short term borrowings have
been hedged by the company including interest.

The Company evaluates exchange rate exposure arising from foreign currency transactions and the Company
follows established risk management policies, including the hedge most of its currency exposure.

Currency in Lacs
PARTICULARS Currency 2021-22 2020-21
Borrowings USD - -
Trade Receivables USD - -
Trade Receivables EURO 2.53 0.48

Profit or loss estimate to higher/lower as a result of changes in foreign exchange rates-


Amount in INR
Lacs
Impact on profit after tax
2021-22 2020-21
Foreign exchange rates - increase by 1% 1.95 1.57
Foreign exchange rates - decrease by 1% (1.95) (1.57)

PRICE RISK:
The entity is exposed to equity price risk, which arised out from FVTOCI quoted equity shares and mutual funds. The
management monitors the proportion of equity securities in its investment portfolio based on market indices. Material
investments within the portfolio are managed on an individual basis and all buy and sell decisions are approved by the
management. The primary goal of the entity's investment strategy is to maximize investments returns.

Sensitivity Analysis for Price Risk:

Equity Investments carried at FVTOCI are listed on the stock exchange and in case of mutual funds NAV is available.
For equity investments and mutual funds classified as at FVTOCI, the impact of a 2 % in the index at the reporting date
on profit & loss would have been an increase of Rs.NIL lacs (2019-20: Rs.0.38 lacs); an equal change in the opposite
direction would have decreased profit and loss.

CAPITAL MANAGEMENT

The Company’s main objectives when managing capital are to:

- Ensure sufficient liquidity is available (either through cash and cash equivalents, investments or committed credit
facilities) to meet the needs of the business;

· Ensure compliance with covenants related to its credit facilities; and

94
· Minimize finance costs while taking into consideration current and future industry, market and economic risks and
conditions.

· Safeguard its ability to continue as a going concern

· To maintain an efficient mix of debt and equity funding thus achieving an optimal capital structure and cost of capital.

The Board of Directors has the primary responsibility to maintain a strong capital base and reduce the cost of capital
through prudent management of deployed funds and leveraging opportunities in domestic and international financial
markets so as to maintain investor, creditor and market confidence and to sustain future development of the business.

For the purpose of Company's capital management, capital includes issued capital and all other equity reserves. The
Company manages its capital structure in light of changes in the economic and regulatory environment and the
requirements of the financial covenants.

The Company manages its capital on the basis of net debt to equity ratio which is net debt (total borrowings net of bank,
cash and cash equivalents) divided by total equity

Amount in INR Lacs


31-Mar-22 31-Mar-21
Total liabilities (long term debt) 3,071.97 3,102.51
Less : Bank, Cash and cash equivalent 545.40 505.33
Net debt 2,526.57 2,597.18
Total equity 4,761.86 4,549.83
Net debt to equity ratio 0.53 0.57

37 FINANCIAL INSTRUMENTS - ACCOUNTING CLASSIFICATIONS AND FAIR VALUE


. MEASUREMENTS
The following methods and assumptions were used to estimate the fair values:
1. Fair value of cash and short-term deposits, trade and other short-term receivables, trade payables,
other current liabilities, short term loans from banks and other financial institutions approximate their
carrying amounts largely due to the short-term maturities of these instruments.

2. Financial instruments with fixed and variable interest rates are evaluated by the Company based on
parameters such as interest rates and individual credit worthiness of the counter party. Based on this
evaluation, allowances are taken to account for the expected losses of these receivables.

The Company uses the following hierarchy for determining and disclosing the fair value of financial
instruments by valuation technique:
Level 1 : quoted (unadjusted)prices in active markets for
identical assets or liabilities
Level 2 : other techniques for which all inputs which have a significant effect on the recorded fair
valueare observable, either directly of indirectly
Level 3 : techniques which use inputs that have a significant effect on the recorded fair value that are
not based on observable market data

95
Carrying
Amount in INR Lacs
amount
As at
Level 1 Level 2 Level 3
31.03.2022
Financial assets at amortised cost:
Investments 0.00
Trade receivables 2685.58 - -
-
Other financial assets 242.32
Bank, Cash and bank balances 545.40 - -
-
3473.30 -
- -

Financial assets at fair value through other


comprehensive income:
Investments 0.00 0.00 -
-
Total 0.00 0.00 -
-
Financial liabilities at amortised cost:
Long term borrowings 2715.32 - -
-
Short term borrowings 3982.35 - -
-
Trade payables 3301.81 - -
-
Other financial liabilities 606.23 - -
-
Total 10605.72 -
- -

Carrying Amount in INR


amount Lacs
As at
Level 1 Level 2 Level 3
31.03.2021
Financial assets at amortised cost:
Investments 3.29
Trade receivables 2185.38 - -
-
Other financial assets 218.20
Bank, Cash and bank balances 505.33 - -
-
2912.20 - -
-
Financial assets at fair value through other
comprehensive income:
Investments 18.97 18.97 -
-

96
Total 18.97 18.97 -
-

Financial liabilities at amortised cost:


Long term borrowings 3056.80 - -
-
Short term borrowings 4406.50 - -
-
Trade payables 2819.18 - -
-
Other financial liabilities 514.16 - -
-
Total 10796.63 - -
-

During the reporting period ending 31st March, 2022 and 31st March, 2021, there were no transfers
between Level 1, Level2 and Level 3 fair value measurements.
38. Information on Related Party Disclosures are given below :
i) Related Parties
a) Subsidiaries
- Simplex Castings International Pte Ltd. (upto 31-12-2021)

b) Other Related Parties where significant


influence exist
-Prabha Plantations Pvt. Ltd.
-Sim Prabha Estates & Trading Co. Pvt. Ltd.
-SEFW Projects Pvt. Ltd.
-Ssquare Iromax Pvt. Ltd.
-Hem Holdings & Trading Limited
c) Key Management Personnel
 Shri Ketan M. Shah  Shri Champak K. Dedhia,
Chairman and Whole time Director Independent Director
 Smt. Sangeeta K. Shah  Smt. Ushma N Khabaria,
Managing Director Independent Director
 Shri O P Patel  Smt. S M Swathi
Executive Director ,Independent Director
 Ms. Akansha Kotwani
Company Secratery
 Shri Avinash Hariharno
CFO

d) Relatives of Key Management Personnel


Devansh Ketan Shah (Son of KMP)

ii) Transaction with Related Parties in the ordinary course of business (Rs.in lacs)

97
2021-22 2020-21
a) Subsidiaries Capital Contribution - -
Advances Given - -
Balances written off 1.96 -
Outstanding
Receivables - 1.96
b) Other Related Commission paid 0.00 6.60
Parties
where significant Interest Paid 4.32 12.96
influence
exist Unsecured Loan received 88.50 120.38
Unsecured Loan repaid 95.51 171.32
Job work receipts 287.28 155.50
Job work rendered 51.67 60.82
Rent received 6.10 1.20
Outstandings
Payables 1,291.03 1,294.16
Receivables 266.79 -
c) Key Management Remuneration/salary Paid 79.62 73.07
Personnel
Rent Paid 12.00 12.00
Consultancy Charges Paid 0.54 0.00
Sitting Fees 2.90 3.05
Unsecured Loan receive 262.86 -

Unsecured Loan repaid 120.95 30.00


Outstandings
Payables 955.08 813.17

d) Relatives of Key Salary paid 0.00 0.00


Management Loan Received 0.00 20.00
Personnel
Loan paid back 0.00 20.00
Outstandings 0.00 0.00
Payables 0.00 0.00

iii) Disclosure in respect of transactions which are more than 10% of the total transactions of the
same type with related parties during the year
a) Commission paid: 2021-22 2020-21
SEFW Projects Pvt. Ltd.
6.60
-

b) Job work receipts 2021-22 2020-21


Ssquare Iromax Pvt. Ltd.
287.28 155.50

c) Interest Paid: 2021-22 2020-21


Hem Holdings & Trading Ltd. 4.32 8.90

98
d) Rent Paid: 2021-22 2020-21
Shri Ketan M Shah 12.00 12.00

e) Rent Received: 2021-22 2020-21


Ssquare Iromax Pvt. Ltd.
6.10 1.20

f) Remuneration/Salary Paid 2021-22 2020-21


Shri Ketan M Shah 35.19 37.80
Smt. Sangeeta K Shah 35.19 35.19
Shri OP Patel
9.24 9.90

i) Sitting Fees Paid 2021-22 2020-21


Mrs. S M Swathi 0.95 1.00
Shri Champak K. Dedhia 1.00 1.05
Mrs. Usma N Khabaria .95 1.00

j) Unsecured Loans Received: 2021-22 2020-21


Prabha Plantation Pvt. Ltd. 8.5 8.23
Shri Ketan M Shah 207.86 -
Hem Holdings & Trading Limited 80.00 55.25
Sangeeta K. Shah 55.00 -
Ssquare Iromax Pvt. Ltd. 0 56.89

k) Repayment of Unsecured Loans: 2021-22 2020-21


Prabha Plantation Pvt. Ltd. 0 61.5
Shri Ketan M Shah 90.95 30.00
Hem Holdings & Trading Limited 85.12 50.12
Sangeeta K. Shah 30.00 -
SEFW Projects Pvt. Ltd. 10.4 -
Ssquare Corporate Consultants Pvt. Ltd. 0 59.70
l) Payables: 2021-22 2020-21
SEFW Projects Pvt. Ltd. 249.52 259.92
Prabha Plantation Pvt. Ltd. 894.05 885.55
Shri Ketan M Shah
930.08 813.17
SIM Prabha Estate & Trading Co. Pvt. Ltd
95.18 95.18

39. The Company gives warranty and guarantee on certain products in the nature of repairs / replacement, which fail
to perform satisfactorily during the warranties period. Provision made represents the amount of the expected cost
of meeting such obligation on account of rectification/replacement. The timing of outflow is expected to be within
two years. The movement of provision for warranties are as follows:

99
(Rs. in
lacs)
Movement in provision for warranty and
2021-22 2020-21
guarantee:
Opening Balance
23.55
12.08
Add: Provision during the year
- -
Less: Amount reversed during the year
6.56 11.47
Closing Balance
5.52 12.08

40. During the year the company has incurred Rs.4.33 lac on account of Corporate Social Responsibility Activities.
According to provisions of section 135 of the Companies Act,2013 the company is not required to spent any amount,
due to losses incurred in the previous year. The break-up of amount spent during the year are as follows:

Particulars In Yet to be paid


Total
Cash in cash
Constructions/acquisition of any assets 0.00 0.00 0.00
On purpose other than above 4.33 0.00 4.33

41. The Company has identified the amount due to Micro, Small and Medium Enterprises under The Micro, Small and
Medium Enterprises Development Act,2006 (MSMED Act) as at 31st March,2022:
(Rs. in lacs)
2021-22 2020-21
i) The principal amount and the interest due thereon remaining unpaid to any
supplier as at 31st March,2022
Principal Amount 153.57 184.99
Interest 105.41 75.45
ii) The amount of interest paid by the Company along with the amounts of the
payment made to the supplier beyond the appointed day for the year ending 0.00 0.00
31st March,2022
iii) The amount of interest due and payable for the period of delay in making
0.00 0.00
payment (beyond the appointed day during the year)
iv) The amount of interest accrued and remaining unpaid for the year ending 31st
29.96 34.55
March,2022
v) The amount of further interest remaining due and payable for the earlier years. 75.45 40.90
Note : The information has been given in respect of such suppliers to the extent they could be identified as "Micro,
Small and Medium" enterprises on the basis of information available with the Company.

42. During the year company had not entered in any any transactions with Struck off companies (as defined in
Companies Act, 2013) and there are no outstanding balances with any struck off company.

43. In view of the ongoing war in Ukraine, company has written down semi-finished goods amounting to Rs. 318.04
lakhs (amount over ECGC cover of 5 crores) pertaining to inventory related to order from Ukraine company as there
is no certainty of payments and dispatch for the said orders till the Geo political tension in the country is eased out.

100
44. Ratio Analysis:
Particulars Parameters of Calculation Year ended on 31-03- Year ended on 31-03- % of
2022 2021 variance
Current ratio Current Assets/Current Liabilities 1.23 1.20 3%
Debt- Equity Total Debt/ Shareholder's Equity -14%
1.41 1.64
Ratio
Debt Service (Net profit after taxes + Non-cash
Coverage ratio operating expenses)/(Interest &
1.56 1.67 -7%
Lease Payments + Principal
Repayments)
Return on PAT/ Average Shareholder's Fund
0.03 0.02 45%
Equity ratio
Inventory Total Income/ Average Inventory
Turnover ratio 1.44 1.55 -7%

Trade Total Income/ Average Receivables


Receivable 3.77 3.78 0%
Turnover Ratio
Trade Payable Net Purchases/ Avg. Trade payable
Turnover Ratio
1.96 1.46 34%
(Services
Procured)
Net Capital Total Income/ Average Turnover
Turnover Ratio 4.67 5.58 -16%

Net Profit ratio PAT/ Total Income 0.02 0.01 32%


Return on EBIT/Average Caiptal Employed
Capital 0.11 0.11 %
Employed
Return on Income generated from NA NA
Investment invested funds/
avg. invested funds

45. Transaction with Struck off companies: - The company has not entered into any transactions with companies which
are Struck-off under section 248 of the Companies Act, 2013.

46. Immovable property with title deed not in the name of Company: - There is no Immovable property whose title deed
is not held in the name of the company.

47. Dealing in Virtual Digital assets: - The company has not traded or invested in cryptocurrency or virtual currency
during the reporting period.

48. Proceedings under Benami Transactions (Prohibition) Act: - There are no proceedings initiated or pending against
the company for holding any benami property under the Benami Transactions (Prohibition) Act, 1988 (45 of 1988)
and rules made thereunder.

101
49. No classification as Wilful Defaulter by Bank: - The company has not been declared as a wilful defaulter by any
bank or Financial Institutions or consortium thereof in accordance with the guidelines on wilful defaulters issued by
RBI.
50. Previous year figures have been regrouped or rearranged wherever necessary.

For APAS & CO LLP For and on behalf of the Board of Directors of
(ICAI Firm Reg. No.000340C/C400308) Simplex Castings Limited
Chartered Accountants

Rajdeep Singh Ketan M Shah Sangeeta K Shah


Partner Chairman and Whole time Director Managing Director

Membership No.415549 (DIN: 00312343) (DIN: 05322039)


UDIN-22415549AJUTWH2959

Place : Bhilai Akansha Kotwani Avinash Hariharno


Date :28.05.2022 Company Secretary CFO

102
FINANCIAL HIGHLIGHTS

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