Simplex Castings Ltd. — AGM Information 2021

Sep 7, 2021

Sim lex Castin s Ltd. p g

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Regd. Office : 601/602A, FairLink Center, Off AndheriLink Road, Andheri (W) Mumbai 53 (M.S.) India

Phone : +91-022-40034768 E-Mail : sclmumbai@simplexcastings.com Website : www.simplexcastings.com

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CIN:L27320MH1980PLC067459

Ref: SCL/FY2021-22/BSE/22 Date: 07.09.2021

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 (F.Y. 2020-21) OF THE COMPANY, NOTICE CONVENING 41[ST] ANNUAL GENERAL MEETING, BOOK CLOSURE DATES & E-VOTING INFORMATION

Dear Sir/ Madam,

Pursuant to applicable regulations of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, this is to inform you that the 41[st] Annual General Meeting ('AGM') of the Members of the Company will be held on Thursday, 30[th] September, 2021 at 3.00 p.m. through Video Conferencing ('VC')/Other Audio Visual Means ('OAVM'), in compliance with the relevant circulars issued by the Ministry of Corporate Affairs ('MCA') and Securities and Exchange Board of India ('SEBI’).

The Register of Members and the Share Transfer Books of the Company will remain closed from 24[th] September, 2021 to 30[th] September, 2021 (both days inclusive) for the purpose of AGM. Further, the Company has fixed Thursday 23[rd] September, 2021 as the cut-off date to ascertain the eligibility of Members entitled to cast their vote electronically on all the resolutions to be passed at the AGM. The Company has engaged the services of National Securities Depository Limited ('NSDL') to provide the e-Voting facility. The remote eVoting schedule is as under:

schedule is as under:
Commencement of remote e-Voting	September 27,2021(9 a.m onwards)
End of remote e-Voting	September 29,2021(upto 5p.m)

Pursuant to Regulation 34(1) of the Listing Regulations, please find enclosed the Annual Report (F.Y. 2020-21) alongwith the Notice convening the 41[st] AGM of the Company. The said documents are also available on the website of the Company at www.simplexcastings.com.

Kindly note and display the notice on your notice board for the information of the members of your exchange and general public.

For, Simplex Castings Limited

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Akanksha Kotwani Company Secretary

OFFICE

ADDRESS

: 32, SHIVNATH COMPLEX, G.E. ROAD SUPELA BHILAI - 490023 (C.G.) INDIA

: 119, PARK STREET, WHITE HOUSE 4[th ] FLOOR KOLKATA - 700016 (W.B.) INDIA

PHONE FAX E-MAIL 0788-2290483 0788-2285664 sclho@simplexcastings.com 08961045611 033-22493251 kol@simplexcastings.com 0788-4015273 0788-4034188 sclbhilai@simplexcastings.com 9203901697 0788-2285664 scltedesara@simplexcastings.com

Corporate Office Kolkata

Bhilai (Plant) : 5, INDUSTRIAL ESTATE, BHILAI - 490026 (C.G.) INDIA Rajnandgaon (Plant) : 223/2,224INDUSTRIAL ESTATE, TEDESARA, RAJNANDGAON - 491441(C.G.) INDIA

ANNUAL REPORT 2020-21

NOTICE

Notice is hereby given that the 41[st] Annual General Meeting (AGM) of the members of Simplex Castings Limited will be held on Thursday, 30th September, 2021 at 3:00 pm, through Video Conferencing (VC)/ Other Audio Visual Means (OAVM), to transact the following business:

ORDINARY BUSINESS:

• st March, 2021 and in this

• regard, pass the following resolutions as an Ordinary Resolutions.

• (a) “ RESOLVED THAT the audited standalone st March, 2021 and the

• reports of the Board of Directors and Auditors thereon laid before this meeting, be and are hereby considered, adopted and approved.”

• (b) “ RESOLVED THAT the audited consolidated st March, 2021 and the

• report of Auditors thereon laid before this meeting, be and are hereby considered and adopted.”

• To appoint a Director in place of Mr Ketan M Shah (DIN:00312343) who retires by rotation and being eligible offer himself for re-appointment.

3. Re-Appointment of Statutory Auditor

resolution as an Ordinary Resolution, with or without

“RESOLVED THAT pursuant to the provisions of Section 139, 142 and other applicable provisions of the Companies Act, 2013 read with rules made or re-enactment thereof for the time being in force), and upon recommendation of the Audit Committee and Board of Directors, consent of the members of the Company be and is hereby accorded to reappoint M/s. APAS & Co LLP ,Chartered Accountants (Firm Registration No.000340C/C400308) as the Statutory Auditors of the Company for a period of three year st Annual General Meeting till the conclusion of 44[th] Annual General Meeting of the Company at Rs 7,00,000 yearly (Rupees Seven Lacs only) plus applicable taxes, and out-of-pocket expenses, as may be mutually agreed with the Board of Directors.

RESOLVED FURTHER THAT the Board of Directors and/or the Company Secretary be and are hereby that may arise in giving effect to this resolution and to do all such acts, deeds and things as may be necessary, expedient and desirable for the purpose of giving effect to this resolution”.

SPECIAL BUSINESS:

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ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013 and rules thereof (including thereof for time being in force) the remuneration of Rs. 70,000/-(Rupees Seventy Thousand Only) plus reimbursement of out of pocket expenses at actual basis to be paid to M/s Arindam & Associates, Cost Accountants, Raipur having Firm Registration no.000559 as Cost Auditors to conduct the audit of Cost as recommended by the Board of the Directors, be and

5. Re-appointment of Mr Champak Kalyanji Dedhia (DIN:00044969) as an Independent Director of the st

August , 2021 to 31[st] July, 2026

resolution as a SPECIAL RESOLUTION:

“ RESOLVED THAT pursuant to the provisions of Sections 149, 150 and 152 of the Companies Act, 2013 (‘the Act’) read with Schedule IV and other applicable provisions of the Act [including any Directors) Rules, 2014 and Regulation 17 and other applicable provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘SEBI Listing Regulations’), as amended, Mr Champak Kalyanji Dedhia (DIN:00044969), who was appointed as an Independent Director of the Company at the 36th Annual General Meeting of the Company and holds re-appointment as an Independent Director has given his consent along with a declaration that he meets the criteria for independence under Section 149(6) of the Act and the rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations and in respect of whom the Company has received a Notice in writing from a Member under Section 160(1) of the Act and is hereby re-appointed as an Independent Director of the Company, not liable to retire by rotation, to hold the Board of the Company commencing from August 1, 2021 upto July 31, 2026.”

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By Order of the Board Simplex Castings Limited

Date : 14.08.2021 Akanksha Kotwani Place : Bhilai Company Secretary

Reg Off: 601/602A,Fairlink Center, Off Andheri Road, Andheri (W),Mumbai-400 053

Notes:

1. The Explanatory Statement setting out material facts, pursuant to Section 102 of the Companies Act, 2013, Secretarial Standard-2 on General Meetings and Regulation 36 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 in respect of the Business under Item No. 3 to 5 of the accompanying Notice is annexed hereto.

2. In view of the continuing Covid-19 pandemic and social distancing norm, the Ministry of Corporate Affairs (“MCA”) has vide it’s circular dated April 8, 2020 and April 13, 2020, May 5, 2020 and January 13, 2021 (collectively referred to as “MCA Circulars”) and Securities and Exchange Board of India vide its Circular No. SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12, 2020 and SEBI/HO/CFD/CMD2/ CIR/P/2021/11, Dated January 15, 2021 (referred to as “SEBI Circular”) permitted the holding of the “AGM” through Video Conferencing (VC)/ Other AudioVisual Means (OAVM), without the physical presence of the Members at a common venue. Accordingly, in compliance with the provisions of the MCA Circulars and SEBI Circulars, the AGM of the Company is being held through VC / OAVM. Hence, Members can attend and participate in the AGM through VC/OAVM only.

3. Although, a member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and on a poll to vote instead of himself/ herself, but since this meeting is being held through VC/OAVM under the framework of MCA circulars on account of threat posed by COVID-19, where physical presence of members has been dispensed with, the facility of appointment of proxy will not be available and hence the proxy form and attendance slip are not annexed hereto.

4. Since the AGM will be held through VC / OAVM, the Route Map is not annexed to this Notice.

5. Institutional shareholders (i.e. other than individuals, (PDF/JPG Format) of the relevant Board Resolution/ Authority letter etc. with attested specimen signature of the duly authorized signatory(ies) who are authorized to vote, to the Scrutinizer by e-mail to cscmameena@ gmail.com with a copy marked to evoting@nsdl.co.in.

6. The Register of Members and Share Transfer Books of the Company will be closed from 24[th] September, 2021 to 30[th] September, 2021 (both days inclusive) for

the purpose of the Annual General Meeting for the year ended 31[st] March,2021.

1. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in the securities market. Accordingly, members holding shares in electronic form are requested to submit their PAN to the Depository Participants with whom they maintain their demat accounts. Members holding shares in physical form should submit their PAN to the Company. Members may please note that SEBI has also made it mandatory for submission of PAN in the following cases, viz. (i) Deletion of name of the deceased shareholder(s) (ii) Transmission of shares to the legal heir(s) and (iii) Transposition of shares.

2. As per Regulation 40 of Listing Regulations, securities of listed companies can only be transferred in dematerialized form, with effect from 1st April, 2019, except in case of request of transmission or transposition of securities. In view of this and to eliminate all risks associated with physical shares and for ease of portfolio management, Members holding shares in physical form are urged for converting their holding to demat form. Members may contact the Company or RTA for any assistance in this regard.

3. Investor Education and Protection Fund (IEPF):

4. A. Pursuant to the Act read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (hereinafter referred to as “IEPF Rules”), (including any thereof for the time being in force), dividends that are unpaid or unclaimed for a period of seven (7) years from the date of their transfer are required to be transferred by the Company to the IEPF, administered by the Central Government. Further, according to the said IEPF Rules, shares in respect of which dividend has not been claimed by the shareholders for 7 (seven) consecutive years or more shall also be transferred to the demat account of the IEPF Authority.

   • has transferred to IEPF, the following unclaimed dividends and corresponding shares thereto:

Particulars	Amount of Dividend(in Rs)	No of shares
FY 2012-13	Rs 1,23,966	9576

• C. The dividend amount and shares transferred to the IEPF can be claimed by the concerned members from the IEPF Authority after complying with the procedure prescribed under the IEPF Rules. The details of the unclaimed dividends are also available on the Company’s website at www. simplexcastings.com and the said details have

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ANNUAL REPORT 2020-21

also been uploaded on the website of the IEPF Authority and the same can be accessed through the link (www.iepf.gov.in).

1. To prevent fraudulent transactions, members are advised to exercise due diligence and notify any change in information to Registrar and Share Transfer Agent or Company as soon as possible. Members are also advised not to leave their Demat account(s) dormant for long. Periodic statement of holdings should be obtained from the concerned Depository Participant

2. Members who hold shares under more than one folio in name(s) in the same order, are requested to send the and Transfer Agent for consolidating the holdings into after consolidation.

3. Pursuant to Section 72 of the Companies Act, 2013, Members who hold shares in the physical form can nominate a person in respect of all the shares held by them singly or jointly. Members who hold shares in single name are advised, in their own interest, to Members holding shares in the dematerialized form may contact their Depository Participant for recording the nomination in respect of their holdings.

13. PROCEDURE FOR INSPECTION OF DOCUMENTS: :

• a. All the documents referred to in the accompanying notice and the statement pursuant to Section 102 (1) of the Companies Act, 2013 shall be available for inspection through electronic mode. Members are requested to write to the Company on cs@simplexcastings.com for inspection of said documents; and

• b. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Act, and the Register of Contracts or Arrangements in which the directors are interested, maintained under Section 189 of the Act, will be available electronically for inspection by the Members during the AGM. All documents referred to in the Notice will also be available for electronic inspection by the Members from the date of circulation of this Notice up to the date of AGM. Members seeking to inspect such documents can send an email to cs@simplexcastings.com

• Details under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, “Listing Regulations” in respect of the Director seeking re-appointment at the Annual General Meeting, has also been annexed as Annexure -I.The Directors have furnished the requisite declarations for their reappointment.

DISPATCH OF ANNUAL REPORT THROUGH EMAIL AND REGISTRATION OF EMAIL IDs:

1. In compliance with the aforementioned MCA and SEBI Circulars, Notice of the AGM along with the Annual Report 2020-21 is being sent only through electronic mode to those Members whose email addresses are registered with the Company/ Depository Participant. Members may note that the Notice and Annual Report 2020-21 will also be available on the Company’s website www.simplexcastings.com, websites of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited (NSDL) https://www.evoting.nsdl.com.

2. Members holding shares in physical mode and who have not updated their email addresses with the Company are requested to update their email addresses by writing to the Company at cs@ simplexcastings.com along with the copy of the signed request letter mentioning the name and address of the Member, self-attested copy of the PAN card, and selfattested copy of any document (eg.: Aadhaar, Driving License, Election Identity Card, Passport) in support of the address of the Member. Members holding shares in dematerialised mode are requested to register/update their e-mail addresses with the relevant Depository registering the e-mail address, Members may write to cs@simplexcastings.com.

INSTRUCTIONS FOR MEMBERS FOR ATTENDING THE AGM THROUGHVC/OAVM ARE AS UNDER:

1. Member will be provided with a facility to attend the AGM through VC/OAVM through the NSDL e-Voting system. Members may access by following the steps mentioned above for Access to NSDL e-Voting system . After successful login, you can see link of “VC/OAVM link” placed under “Join General meeting” menu against company name. You are requested to click on VC/ OAVM link placed under Join General Meeting menu. The link for VC/OAVM will be available in Shareholder/ Member login where the EVEN of Company will be displayed. Please note that the members who do not same by following the remote e-Voting instructions mentioned in the notice to avoid last minute rush.

2. for remote e-voting and e-voting or have forgotten following the remote e-voting instructions mentioned in the Notice. Further, Members can also use the OTP based login for logging into the e-voting system of NSDL.

3. The Members can join the AGM in the VC/OAVM mode 15 minutes before and after the scheduled time of the commencement of the Meeting by following

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the procedure mentioned in the Notice. The facility of participation at the AGM through VC/OAVM will be served basis. This will not include large Shareholders (Shareholders holding 2% or more shareholding), Promoters, Institutional Investors, Directors, Key Managerial Personnel, the Chairpersons of the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Auditors etc. who are allowed to attend the AGM without

1. Members are encouraged to join the Meeting through Laptops for better experience. Further Members will be required to allow Camera and use Internet with a good speed to avoid any disturbance during the meeting.

2. 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.

3. Members who need assistance before or during the AGM with use of technology, can send a request at evoting@nsdl.co.in or use Toll free no.: 1800 1020 990 /1800 224 430

4. Members attending the AGM through VC / OAVM shall be counted for the purpose of reckoning the quorum under Section 103 of the Act.

PROCEDURE TO RAISE QUESTIONS / SEEK CLARIFICATIONS WITH RESPECT TO ANNUAL REPORT AT THE ENSUING 41[ST] AGM:

1. Members are encouraged to express their views /send their queries in advance mentioning their name demat account number / folio number, email id, mobile number at cs@simplexcastings.com. Questions / queries received by the Company till 5.00 p.m. on Tuesday, 28th September, 2021 shall only be considered and responded during the AGM.

VOTING THROUGH ELECTRONIC MEANS:

1. Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 (as amended) and Regulation 44 of SEBI (Listing Obligations & Disclosure Requirements) Regulations 2015 (as amended), and the Circulars issued by the Ministry of Corporate Affairs dated April 08, 2020, April 13, 2020 and May 05, 2020 the Company is providing facility of remote e-Voting to its Members in respect of the business to be transacted at the AGM. For this purpose, the Company has entered into an agreement with National Securities Depository Limited (NSDL) for facilitating voting through electronic means, as the authorized agency. The facility of casting votes by a member using remote e-Voting system as well as venue voting on the date of the AGM will be provided by NSDL.

2. The Company has appointed Mrs Dunna Meena Kumari , Practicing Company Secretary (Mem No: A28193 and COP No :23853) as the Scrutinizer to scrutinize the voting process in a fair and transparent manner.

3. Members who have cast their vote by remote E-voting prior to the AGM may also attend/ participate in the AGM through VC / OAVM but shall not be entitled to cast their vote again during the AGM. Members attending the AGM who have not cast their vote by remote e-voting shall be eligible to cast their vote through e-voting during the AGM. Members holding shares in physical form are requested to access the remote e-voting facility provided by the Company through NSDL e-voting system at https://www.evoting. and Password may retrieve the same by following the remote e-Voting instructions mentioned in the notice. Further members can also use the OTP based login for logging into the e-Voting system of NSDL.

4. Members whose name appears in the Register of maintained by the depositories as on the cut-off date i.e 23[rd] September, 2021 shall only be entitled to attend and vote at the AGM. A person who is not a Member as on the cut-off date should treat this Notice of AGM for information purpose only.

5. Any person holding shares in physical form and nonindividual shareholders, who acquires shares of the Company and becomes member of the Company after the notice is sent through e-mail and holding shares as of the cut-off date i.e. 23[rd] September, 2021, may obtain the login ID and password by sending a request at evoting@nsdl.co.in. However, if you are already registered with NSDL for remote e-voting, then can use your existing user ID and password for casting your vote. If you forgot your password, option available on www.evoting.nsdl.com or call on toll free no. 1800 1020 990 and 1800 22 44 30 . In case of Individual Shareholders holding securities in demat mode who acquires shares of the Company and becomes a Member of the Company after sending of the Notice and holding shares as of the cut-off date i.e. 23[rd] September,2021 may follow steps mentioned in the Notice of the AGM under Step 1 :“Access to NSDL e-Voting system”.

6. It is strongly recommended not to share your password with any other person and take utmost care to keep your in the correct password. In such an event, you will need https://www. evoting.nsdl.com to reset the password.

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ANNUAL REPORT 2020-21

1. In case of any queries, you may refer the Frequently Asked Questions (FAQs) for Shareholders and e-voting user manual for Shareholders available at the download section of www.evoting.nsdl.com or call on toll free no.: 1800 1020 990 and 1800 22 44 30 or send a request to to Mr. Amit Vishal, Senior Manager and /or Ms. Pallavi Mhatre, Manager at evoting@nsdl.co.in.

2. THE INSTRUCTIONS FOR MEMBERS FOR REMOTE E-VOTING ARE AS UNDER:-

3. a. The remote e-voting period begins on Monday ,27[th] September, 2021 at 9:00 A.M. and ends on Wednesday, 29[th] September,2021 at 5:00 P.M. The remote e-voting module shall be disabled by NSDL for voting thereafter. The Members, whose names appear in the Register of date (cut-off date) i.e. 23[rd] September,2021, may cast their vote electronically. The voting right of shareholders shall be in proportion to their share in the paid-up equity share capital of the Company as on the cut-off date, being 23[rd] September, 2021.

How do I vote electronically using NSDL e-Voting system?

The way to vote electronically on NSDL e-Voting system consists of “Two Steps” which are mentioned below:

Step 1: Access to NSDL e-Voting system

• A) Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode

In terms of SEBI circular 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.

Login method for Individual shareholders holding securities in demat mode is given below:

Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with NSDL.	1. 2. 4.	ExistingIDeASuser can visit the e-Services website of NSDL Viz. https://eservices. nsdl.com either on a Personal Computer or on a mobile. On the e-Services home page click on the “ icon under“Login”which is available under ‘IDeAS’ After successful authentication, you will be able to see e-Voting services under Value added 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 ore-Voting service provider i.e. NSDLand you will be re-directed to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. If you are 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 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. You will successful authentication, you will be redirected to NSDL Depository site wherein you can see e-Voting page. Click on company name ore-Voting service provider i.e. NSDLand you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period or joining virtual meeting & voting during the meeting. Shareholders/Members can also download NSDL Mobile App “NSDL Speede” facilitybyscanningthe QR code mentioned below for seamless votingexperience.

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Type of shareholders	Login Method	Login Method
Individual Shareholders holding securities in demat mode with CDSL	1. 2. 3. 4.	Existing users who have opted for Easi / Easiest, they can login through their user id and password. Option will be made available to reach e-Voting page without any https://web. cdslindia.com/myeasi/home/login or www.cdslindia.com and click on New System Myeasi. After successful login of Easi/Easiest the user will be also able to see the E Voting Menu. The Menu will have links ofe-Voting service provider i.e. NSDL.Click on NSDLto cast your vote. If the user is not registered for Easi/Easiest, option to register is available at https:// web.cdslindia.com/myeasi/Registration/EasiRegistration Alternatively, the user can directly access e-Voting page by providing demat Account Number and PAN No. from a link in www.cdslindia.com home page. 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 provided links for the respective ESP i.e.NSDLwhere the e-Votingis inprogress.
Individual Shareholders (holding securities in demat mode) login through their depository participants	You can also login using the login credentials of your demat account through your Depository Participant registered with NSDL/CDSL for e-Voting facility. upon logging in, you will be able to see e-Voting option. Click on e-Voting option, you will be redirected to NSDL/CDSL Depository site after successful authentication, wherein you can see e-Voting feature. Click on company name or e-Voting service provider i.e. NSDL and you will be redirected to e-Voting website of NSDL for casting your vote during the remote e-Voting period orjoiningvirtual meeting& votingduringthe meeting.

Important note:

Forget Password option available at abovementioned website.

HELPDESK FOR INDIVIDUAL SHAREHOLDERS HOLDING SECURITIES IN DEMAT MODE FOR ANY TECHNICAL ISSUES REALTING TO LOGIN THROUGH DEPOSITORIES i.e. NSDL AND CDSL

Login type	Helpdesk details
Individual Shareholders holding securities in demat mode with NSDL	Members facing any technical issue in login can contact NSDL helpdesk by sending a request at evoting@ nsdl. co.in or call at toll free no. 1800 1020 990 and 1800 22 44 30
Individual Shareholders holding securities in demat mode with CDSL	Members facing any technical issue in login can contact CDSL helpdesk by sending a request at helpdesk evoting@cdslindia.com or contact a 022-23058738 or 022-23058542-43

• B) Login Method for e-Voting and joining virtual meeting for shareholders other than Individual shareholders holding securities in demat mode and shareholders holding securities in physical mode.

How to Log-in to NSDL e-Voting website?

1. Visit the e-Voting website of NSDL. Open web https://www.

evoting.nsdl.com/ either on a Personal Computer or on a mobile.

1. Once the home page of e-Voting system is launched, click on the icon “Login” which is available under ‘Shareholder/Member’ section.

2. A new screen will open. You will have to enter your Code as shown on the screen.

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ANNUAL REPORT 2020-21

Alternatively, if you are registered for NSDL eservices i.e. IDEAS, you can log-in at https:// eservices.nsdl.com/ with your existing IDEAS login. Once you log-in to NSDL eservices after using your log-in credentials, click on e-Voting and you can proceed to Step 2 i.e. Cast your vote electronically.

• Manner of holding Your User ID is: shares i.e. Demat (NSDL or CDSL) or Physical a) For Members 8 Character DP ID followed by who hold 8 Digit Client ID shares in For example if your DP ID demat account is IN300 and Client ID is with NSDL. 12 then your user ID is IN30012**.

• b) For Members who hold shares in ID is 12** then your demat account user ID is 12** with CDSL.

• c) For Members EVEN Number followed by holding shares Folio Number registered with in Physical the company Form. For example if folio number is 001 and EVEN is 101456 then user ID is 101456001

• Password details for shareholders other than Individual shareholders are given below:

• a) If you are already registered for e-Voting, then you can user your existing password to login and cast your vote.

• b) If you are using NSDL e-Voting system for the password’ which was communicated to you. Once you retrieve your ‘initial password’, you need to enter the ‘initial password’ and the system will force you to change your password.

  • (i) If your email ID is registered in your demat account or with the company, your ‘initial password’ is communicated to you on your email ID. Trace the email sent to you from NSDL from your mailbox. Open the email and open the attachment i.e. a ID for NSDL account, last 8 digits of client ID for CDSL account or folio number for password’.

  • (ii) If your email ID is not registered, please follow steps mentioned below in process for those shareholders whose email ids are not registered.

• If you are unable to retrieve or have not received the “ Initial password” or have forgotten your password:

• a) Click on “ Forgot User Details/Password ”(If you are holding shares in your demat account with NSDL or CDSL) option available on www. evoting.nsdl.com.

• b) Physical User Reset Password ” (If you are holding shares in physical mode) option available on www.evoting.nsdl.com.

• c) If you are still unable to get the password by aforesaid two options, you can send a request at evoting@nsdl.co.in mentioning your demat account number/folio number, your PAN, your name and your registered address etc.

• d) Members can also use the OTP (One Time Password) based login for casting the votes on the e-Voting system of NSDL.

• After entering your password, tick on Agree to “Terms and Conditions” by selecting on the check box.

• Now, you will have to click on “Login” button.

• After you click on the “Login” button, Home page of e-Voting will open.

Step 2: Cast your vote electronically and join General Meeting on NSDL e-Voting system.

How to cast your vote electronically and join General Meeting on NSDL e-Voting system?

1. After successful login at Step 1, you will be able to see all the companies “EVEN” in which you are holding shares and whose voting cycle and General Meeting is in active status.

2. Select “EVEN” of company for which you wish to cast your vote during the remote e-Voting period and casting your vote during the General Meeting. For joining virtual meeting, you need to click on “VC/OAVM” link placed under “Join General Meeting”.

3. Now you are ready for e-Voting as the Voting page opens.

4. Cast your vote by selecting appropriate options i.e. assent or dissent, verify/modify the number of shares for which you wish to cast your vote prompted.

5. successfully” will be displayed.

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1. You can also take the printout of the votes cast by you by clicking on the print option on the will not be allowed to modify your vote.

2. b. Process for those shareholders whose email ids are not registered with the depositories for procuring user id and password and registration of e-mail ids for e-voting for the resolutions set out in this notice:

3. In case shares are held in physical mode please provide Folio No., Name of shareholder, scanned PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) by e-mail to cs@simplexcastings.com.

4. In case shares are held in demat mode, please provide DPID-CLID (16 digit DPID + CLID or 16 of Consolidated Account statement, PAN (self attested scanned copy of PAN card), AADHAR (self attested scanned copy of Aadhar Card) to cs@simplexcastings.com.

If you are an Individual shareholders holding securities in demat mode, you are requested to refer to the login method explained at step 1 (A) i.e. Login method for e-Voting and joining virtual meeting for Individual shareholders holding securities in demat mode.

1. Alternatively shareholder/members may send a request to evoting@nsdl.co.in for procuring user id and password for e-voting by providing above mentioned documents.

2. In terms of SEBI circular dated 9 December 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

required to update their mobile number and email ID correctly in their demat account in order to access e-Voting facility.

• c. The instructions for members for e-voting on the day of the agm are as under:-

• The procedure for e-Voting on the day of the AGM is same as the instructions mentioned above for remote e-voting.

• Only those Members/ shareholders, who will be 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 in the AGM.

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

• The details of the person who may be contacted for any grievances connected with the facility for e-Voting on the day of the AGM shall be the same person mentioned for Remote e-voting.

OTHER INSTRUCTIONS

1. The Scrutinizer shall, immediately after the conclusion the AGM, thereafter unblock the votes cast through remote E-voting and make not later than 48 Hours of conclusion of the AGM, a consolidated Scrutinizer’s Report of the total votes cast in favour or against, if any, to the Chairman or a person authorised by him in writing, who shall countersign the same.

2. The result declared along with the Scrutinizer’s Report shall be placed on the Company’s website at www. simplexcastings.com and on the website of NSDL at https://www.evoting.nsdl.com immediately. The Company shall simultaneously forward the results to BSE Limited, where the shares of the Company is listed.

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ANNUAL REPORT 2020-21

EXPLANATORY STATEMENT

In terms of Regulation 36(5) of the Listing Regulations

ITEM NO. 3

At the 40[th] AGM of the Company held on 30[th] September, 2020, the shareholders had approved the appointment of M/s APAS & Co, Chartered Accountants (Firm Registration No. No.000340C) , as Statutory Auditors of the Company, to st AGM. The Board of Directors at their meeting held on 19[th] June, 2021, based on recommendations of the Audit Committee, have approved the re-appointment of M/s. APAS & Co LLP, Chartered Accountants, as the Statutory Auditors of the Company for a term of 3 (Three) years i.e. from the conclusion of this AGM till the conclusion of 44[th] AGM. The re-appointment is subject to approval of the shareholders of the Company. In accordance with the provisions of Sections 139, 141 and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) read with the Companies (Audit and Auditors) Rules, 2014 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”), M/s. APAS & Co LLP, Chartered Accountants, have that, their re-appointment, if made, would be in compliance with the applicable laws.

The proposed remuneration to be paid to M/s APAS & Rs 7.00 Lacs (Rupees seven lakhs only ) plus applicable taxes, and out-of-pocket expenses.

The remuneration to be paid to Statutory Auditors during the second term shall be mutually agreed between the Board of Directors and Statutory Auditors, from time to time.

Explanatory Statement

[Pursuant to Section 102 of the Companies Act, 2013 (“Act”)]

The following Statement sets out all material facts relating to Item Nos. 4 to 5 mentioned in the accompanying Notice.

ITEM NO. 4

The Board of Directors of the Company on the recommendation of Audit Committee, has approved the appointment and remuneration of M/s Arindam & Associates, Cost Accountants, to conduct the audit of the

In terms of the provisions of Section 148(3) of the Companies Act, 2013 read with Rules thereunder, the remuneration members of the Company. Accordingly, the members are requested to ratify the remuneration payable to the Cost Auditors for audit of cost records of the Company for the aforesaid services to be rendered by them.

None of the Directors and Key Managerial Personnel of the Company (including relatives of Directors and Key

or otherwise, concerned or interested, in the said resolution.

The Board of Directors recommend the Ordinary Resolution as set out at item No. 4 of the Notice for approval by the members.

ITEM NO.5

At the 36[th] AGM of the Company, the shareholders had approved the appointment of Mr Champak Kalyanji Dedhia st July, 2021 .The Board of Directors of the Company at their meeting held on 19th June, 2021, based on Nomination and Remuneration Committee have approved his reappointment consecutive years w.e.f. 1[st] August 2021 to 31[st] July, 2026, subject to approval of the shareholders.

Relevant details relating to re- appointment including his Secretarial Standards issued by ICSI are provided in the “Annexure” to the Notice.

appointed as a Director in terms of Section 164 of the Act and has consented to act as an Independent Director of the Company. Mr Champak Kalyanji Dedhia is not debarred by

The Company has also received declarations from Mr Champak Kalyanji Dedhia that he meets the criteria of independence as prescribed under Section 149 of the Act and the Listing Regulations.

In the opinion of the Board, Mr Champak Kalyanji Dedhia The Company has received a notice in writing from a member under Section 160 of the Act proposing the of Director of the Company.

Other than Mr Champak Kalyanji Dedhia ,being appointee, none of the Directors, Key Managerial Personnel and their or otherwise, in these resolutions.

The Board recommends the Special Resolutions set out at Item Nos. 5 of the Notice for approval by the members.

By Order of the Board Simplex Castings Limited Date:14.08.2021 Akanksha Kotwani Place :Bhilai Company Secretary

Reg Off: 601/602A,Fairlink Center, Off Andheri Road, Andheri (W), Mumbai-400 053

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Annexure-I

Name of Director:	Champak Kalyanji Dedhia	Ketan M Shah
Age	48 Years	55 Years
Date of First Appointment on Board:	01/08/2016	12/03/1993
	B. COM & F.C.A	B.E and M.B.A
Experience/Expertise in Brief resume of the Director:	Mr Champak K Dedhia is a Chartered Accountant and practicing since more than 25 Years in the areas of Corporate Audit and Taxation , Tax Planning and Transaction Structuring , Consulting on Corporate Restructuring, NBFC Regulations and FEMA etc. Presently he is Partner in CGCA & Associates, LLP , Chartered Accountants Mumbai.	Mr Ketan Moolchand Shah holds a Bachelor degree in Mechanical Engineering from the Madhav Institute of Technology and Science, Gwalior (M.P) and a postgraduate degree in Business Management from technocrat, company succeeded in positioning its global presence as one of the reliable name for customers.
Terms and conditions for appointment / reappointment	Appointment of Mr Champak Dedhia as a Non-Executive Independent Director years effective from 1 August 2021 to 31st July,2026.	Appointment of Mr Ketan Moolchand Shah as Whole Time Director designated as Chairman and Chief years effect from 10.07.2020 to 09.07.2025.
Details of Remuneration sought to be paid and Remuneration last drawn:	Sitting fees as may be approved by the Board of Directors in accordance with applicable provisions of law. Last drawn remuneration is given in the Corporate Governance Report.	Rs 3,75,000 P.M plus perquisites Last drawn remuneration is given in the Corporate Governance Report.
Number of Board Meetings attended during FY 2020-21:	4/4	4/4
Other Directorship held:	Nil	1. Hem Holdings and Trading Limited 2. Sim Prabha Estates and Trading Company Pvt Ltd. 3. Prabha Plantations Pvt Ltd. 4. SEFW Projects Pvt Ltd.
No. of Shares Held (as on 31stMarch,2021)	0 (0.00%)	23,54,415 (38.40%)
Name of committees in which he/she holds membership/ chairmanship Except Simplex	Nil	Hem Holdings & Trading Limited -Audit Committee (Member) -Nomination and Remuneration Committee (Member) -Stakeholders & Relationship Committee (Member)
Relationship with other Directors and KMPs of the Company	None	Mrs Sangeeta K Shah and Mr Ketan M Shah are related to each other.

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