General information about company
Scrip code	533018
NSE Symbol
MSEI Symbol
ISIN	INE457H01019
Name of the entity	SIMPLEX MILLS COMPANY LIMITED
Date of start of financial year	01-04-2018
Date of end of financial year	31-03-2019
Reporting Quarter	Yearly
Date of Report	31-03-2019
Risk management committee	Not Applicable

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Wether the listed entity has a Regular Chairperson

Yes

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of 
cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing  Regulations)Notes for not providing PANNotes for not providing DIN

Shekhar R Singh

BBHPS0106G

03357281

Non-Executive - Non Independent Director

Chairperson

19-01-2013

SABHAPATI G SHUKLA

ADXPS0676C

02799713

Non-Executive - Independent Director

Not Applicable

06-08-2014

MANISH HARSHEY

ABCPH6108H

07733097

Non-Executive - Independent Director

Not Applicable

20-02-2017

Mrs

SITA SUNIL

AEPPN1149C

00041722

Non-Executive - Non Independent Director

Not Applicable

08-06-2009

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

SrTitle (Mr / Ms)Name of the DirectorPANDINCategory 1 of directorsCategory 2 of directorsCategory 3 of directorsDate of appointment in the current term Date of 
cessationTenure of director (in months)No of Directorship in listed entities including this listed entity (Refer Regulation 25(1) of Listing Regulations)Number of memberships in Audit/ Stakeholder Committee(s) including this listed entity (Refer Regulation 26(1) of Listing Regulations)No of post of Chairperson in Audit/ Stakeholder Committee held in listed entities including this listed entity (Refer Regulation 26(1) of Listing  Regulations)Notes for not providing PANNotes for not providing DIN

Mrs

FATIMA FERNANDES

AAJPF2215K

00506058

Non-Executive - Non Independent Director

Not Applicable

12-02-2015

Audit Committee Details
Whether the Audit Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	02799713	SABHAPATI G SHUKLA	Non-Executive - Independent Director	Chairperson	01-02-2016
2	07733097	MANISH HARSHEY	Non-Executive - Independent Director	Member	20-02-2017
3	03357281	Shekhar R Singh	Non-Executive - Non Independent Director	Member	31-01-2013

Nomination and remuneration committee
Whether the Nomination and remuneration committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	02799713	SABHAPATI G SHUKLA	Non-Executive - Independent Director	Chairperson	01-02-2016
2	07733097	MANISH HARSHEY	Non-Executive - Independent Director	Member	20-02-2017
3	03357281	Shekhar R Singh	Non-Executive - Non Independent Director	Member	15-05-2014

Stakeholders Relationship Committee
Whether the Stakeholders Relationship Committee has a Regular Chairperson					Yes
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks
1	02799713	SABHAPATI G SHUKLA	Non-Executive - Independent Director	Chairperson	01-02-2016
2	07733097	MANISH HARSHEY	Non-Executive - Independent Director	Member	20-02-2017

Risk Management Committee
Whether the Risk Management Committee has a Regular Chairperson
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks

Corporate Social Responsibility Committee
Whether the Corporate Social Responsibility Committee has a Regular Chairperson					No
Sr	DIN Number	Name of Committee members	Category 1 of directors	Category 2 of directors	Date of Appointment	Date of Cessation	Remarks

Other Committee
Sr	DIN Number	Name of Committee members	Name of other committee	Category 1 of directors	Category 2 of directors	Remarks

Annexure 1
Annexure 1
III. Meeting of Board of Directors
Disclosure of notes on meeting of board of directors explanatory
Sr	Date(s) of meeting (if any) in the previous quarter	Date(s) of meeting (if any) in the current quarter	Maximum gap between any two consecutive (in number of days)	Notes for not providing Date
1	30-10-2018
2		07-02-2019	99
3		25-03-2019	45

Annexure 1
IV. Meeting of Committees
Disclosure of notes on meeting of committees explanatory
Sr	Name of Committee	Date(s) of meeting of the committee in the relevant quarter	Whether requirement of Quorum met (Yes/No)	Requirement of Quorum met	Date(s) of meeting of the committee in the previous quarter	Maximum gap between any two consecutive meetings (in number of days)	Name of other committee	Reson for not providing date
1	Audit Committee	07-02-2019	Yes		30-10-2018	99
2	Stakeholders Relationship Committee	07-02-2019	Yes		30-10-2018	99
3	Nomination and remuneration committee	07-02-2019	Yes			0		There was no Nomination and Remuneration Committee Meeting held on previous quarter.
4	Nomination and remuneration committee	25-03-2019	Yes			0		There was no Nomination and Remuneration Committee Meeting held on previous quarter.

Annexure 1
V. Related Party Transactions
Sr	Subject	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
1	Whether prior approval of audit committee obtained	Yes
2	Whether shareholder approval obtained for material RPT	NA
3	Whether details of RPT entered into pursuant to omnibus approval have been reviewed by Audit Committee	Yes

Annexure 1
VI. Affirmations
Sr	Subject	Compliance status (Yes/No)
1	The composition of Board of Directors is in terms of SEBI (Listing obligations and disclosure requirements) Regulations, 2015	Yes
2	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015 a. Audit Committee	Yes
3	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. b. Nomination & remuneration committee	Yes
4	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. c. Stakeholders relationship committee	Yes
5	The composition of the following committees is in terms of SEBI(Listing obligations and disclosure requirements) Regulations, 2015. d. Risk management committee (applicable to the top 100 listed entities)	NA
6	The committee members have been made aware of their powers, role and responsibilities as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
7	The meetings of the board of directors and the above committees have been conducted in the manner as specified in SEBI (Listing obligations and disclosure requirements) Regulations, 2015.	Yes
8	This report and/or the report submitted in the previous quarter has been placed before Board of Directors.	Yes

Annexure 1
Sr	Subject	Compliance status
1	Name of signatory	Manika Arora
2	Designation	Company Secretary and Compliance Officer

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.	Web address
1	Details of business	Yes		www.simplex-group.com
2	Terms and conditions of appointment of independent directors	Yes		www.simplex-group.com
3	Composition of various committees of board of directors	Yes		www.simplex-group.com
4	Code of conduct of board of directors and senior management personnel	Yes		www.simplex-group.com
5	Details of establishment of vigil mechanism/ Whistle Blower policy	Yes		www.simplex-group.com
6	Criteria of making payments to non-executive directors	Yes		www.simplex-group.com
7	Policy on dealing with related party transactions	Yes		www.simplex-group.com
8	Policy for determining ‘material’ subsidiaries	NA
9	Details of familiarization programmes imparted to independent directors	Yes		www.simplex-group.com

Annexure II
Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)
I. Disclosure on website in terms of Listing Regulations
Sr	Item	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.	Web address
10	Contact information of the designated officials of the listed entity who are responsible for assisting and handling investor grievances	Yes		www.simplex-group.com
11	email address for grievance redressal and other relevant details	Yes		www.simplex-group.com
12	Financial results	Yes		www.simplex-group.com
13	Shareholding pattern	Yes		www.simplex-group.com
14	Details of agreements entered into with the media companies and/or their associates	NA
15	New name and the old name of the listed entity	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
1	Independent director(s) have been appointed in terms of specified criteria of ‘independence’ and/or ‘eligibility’	16(1)(b) & 25(6)	Yes
2	Board composition	17(1)	NA
3	Meeting of Board of directors	17(2)	NA
4	Review of Compliance Reports	17(3)	NA
5	Plans for orderly succession for appointments	17(4)	NA
6	Code of Conduct	17(5)	NA
7	Fees/compensation	17(6)	NA
8	Minimum Information	17(7)	NA
9	Compliance Certificate	17(8)	NA
10	Risk Assessment & Management	17(9)	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
11	Performance Evaluation of Independent Directors	17(10)	NA
12	Composition of Audit Committee	18(1)	NA
13	Meeting of Audit Committee	18(2)	NA
14	Composition of nomination & remuneration committee	19(1) & (2)	NA
15	Composition of Stakeholder Relationship Committee	20(1) & (2)	NA
16	Composition and role of risk management committee	21(1),(2),(3),(4)	NA
17	Vigil Mechanism	22	NA
18	Policy for related party Transaction	23(1),(5),(6),(7) & (8)	NA
19	Prior or Omnibus approval of Audit Committee for all related party transactions	23(2), (3)	NA
20	Approval for material related party transactions	23(4)	NA

Annexure II
II. Annual Affirmations
Sr	Particulars	Regulation Number	Compliance status (Yes/No/NA)	If status is “No” details of non-compliance may be given here.
21	Composition of Board of Directors of unlisted material Subsidiary	24(1)	NA
22	Other Corporate Governance requirements with respect to subsidiary of listed entity	24(2),(3),(4),(5) & (6)	NA
23	Maximum Directorship & Tenure	25(1) & (2)	NA
24	Meeting of independent directors	25(3) & (4)	NA
25	Familiarization of independent directors	25(7)	NA
26	Memberships in Committees	26(1)	NA
27	Affirmation with compliance to code of conduct from members of Board of Directors and Senior management personnel	26(3)	NA
28	Disclosure of Shareholding by Non-Executive Directors	26(4)	NA
29	Policy with respect to Obligations of directors and senior management	26(2) & 26(5)	NA
	Any other information to be provided - Add Notes

Annexure II
1	Name of signatory	MANIKA ARORA
2	Designation	Company Secretary and Compliance Officer

Annexure II
III. Affirmations
Sr	Particulars	Compliance status (Yes/No/NA)
1	The Listed Entity has approved Material Subsidiary Policy and the Corporate Governance requirements with respect to subsidiary of Listed Entity have been complied	NA
	Any other information to be provided

Annexure II
1	Name of signatory	MANIKA ARORA
2	Designation	Company Secretary and Compliance Officer

Signatory Details
Name of signatory	Manika Arora
Designation of person	Company Secretary and Compliance Officer
Place	Mumbai
Date	04-04-2019

General information about company

Annexure I

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Annexure I to be submitted by listed entity on quarterly basis

I. Composition of Board of Directors

Disclosure of notes on composition of board of directors explanatory

Audit Committee Details

Nomination and remuneration committee

Stakeholders Relationship Committee

Risk Management Committee

Corporate Social Responsibility Committee

Other Committee

Annexure 1

Annexure 1

III. Meeting of Board of Directors

Annexure 1

IV. Meeting of Committees

Annexure 1

V. Related Party Transactions

Annexure 1

VI. Affirmations

Annexure 1

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Annexure II

Annexure II to be submitted by listed entity at the end of the financial year (for the whole of financial year)

I. Disclosure on website in terms of Listing Regulations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

II. Annual Affirmations

Annexure II

Annexure II

III. Affirmations

Annexure II

Signatory Details