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Directors Report of Simplex Infrastructures Ltd.

Mar 31, 2014

The Directors are pleased to present the Ninety-Sixth Annual Report along with Company''s Audited Accounts for the financial year ended 31st March, 2014.

Financial Results

Te financial performance of the Company, for the year ended March 31, 2014 is summarized below:

Rs. in Million (mn)

Standalone Consolidated

Particulars 31st March, 2014 2013 31st March, 2014 2013

Revenue from Operations 55130 58208 56154 58975

Earning before finance costs, tax, depreciation and 5553 5101 5606 5078 amortization (EBITDA)

Less: Finance Costs 3341 2894 3349 2899

Less: Depreciation and amortisation 1356 1304 1401 1350

Profit before tax 856 903 856 829

Less: tax expenses Current tax 373 200 391 204

MAT credit Entitlement (84) - (84) -

Deferred tax 24 105 25 105

Current tax provision for earlier years written back (63) - (63) -

Profit afar tax and before share of results 606 598 587 520 of associates & Minority Interest

Less: Minority Interest - - 2 (13)

Share of Profit/ loss in Associate - - 0.2 0.3

Profit for the period 606 598 585 533

Balance brought forward from the previous year 5504 5024 5485 5071

Profit available for Appropriation 6110 5622 6071 5604 Appropriations:

General Reserve 61 60 61 60

Debenture Redemption Reserve 115 - 115 - Proposed Dividend 25 50 25 50

Tax thereon 4 8 4 8

Review of Operations

During the year under review, on standalone basis, the Company reported revenue from operations at Rs.55130 mns as compared to Rs.58208 mns in the previous year. Profit before tax decreased to Rs. 856 mns from Rs. 903 mns last year mainly due to high finance cost. Profit after tax increased to Rs. 606 mns from Rs. 598 mns in previous financial year owing to MAT credit adjustment and write back of previous years'' tax provisions.

On a consolidated basis, the revenue from operations stood at Rs. 56154 mns during the financial year under review as compared to Rs. 58975 mns in the previous year. Profit before tax increased to Rs. 856 mns as compared to Rs. 829 mns in the previous year and profit after tax increased to Rs. 587 mns as against Rs. 520 mns in the previous financial year.

During the year under review, the Company bagged a number of high value projects amounting to Rs. 78760 mns in various vertical it operates, which includes among others construction of 1620 Apartments including Sports Complex, Community Centre & Sports facility at Mohali, Punjab, execution of infrastructure facilities for Jamnagar Petrochemical J3 project at Jamnagar, Gujarat, modernization of marine structures at Vasco-da-gama, Goa, in India and overseas projects includes construction of an expressway class road for Batinah Expressway Package-3, Sultanate of Oman and a bridge at Jeddah, Saudi Arabia.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 0.50/- per equity share ( Previous year Rs. 1/- per equity share) of face value of Rs. 2/- each for the financial year ended 31st March, 2014, amounting to Rs. 29 mns (including tax on dividend), which if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 29th August, 2014 and in respect of shares held in dematerialized form, the dividend will be paid to Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as at the close of business hours on Friday, 29th August, 2014.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report.

Corporate Governance

All Directors of the Company and Senior Management

Personnel have farmed the compliance with the Code of Conduct framed by the Company. A separate section titled ''Corporate Governance'' including a certificate from M/s. H.S.Bhattacharjee & Co., Chartered Accountants, Statutory Auditors of the Company confirming compliance of the Clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 676 mns to its Fixed Assets consisting tangible assets of Rs. 670mns and intangible assets of Rs. 6 mns.

Fixed Deposit

As in the previous year, the Company has not accepted/ renewed any fxed deposits during the year. All deposits have matured and have been repaid when claimed by the depositors together with interest accrued up to the date of maturity. All unclaimed deposits along with interest accrued up to the date of maturity has been deposited as and when they became due, with the Investor Education and Protection Fund (IEPF). As on 31st March, 2014, the Company had an unclaimed deposit amounting to Rs. 0.05 mn and on the date of this Report, deposits aggregating to Rs. 0.01 mn out of the aforesaid unclaimed amount has been transferred to the Investor Education & Protection Fund.

Issue of Secured Redeemable Non- Convertible Debentures on Private Placement Basis

During the year under review, the Company raised Rs. 1000 mns (previous year Rs. 2000 mns ) by issue of 1000 secured redeemable non-convertible debentures (NCDs) of face value of Rs. 10,00,000/- each for a tenure of 7 years at coupon rate of 11.25 % p.a., on private placement basis. Tese NCDs are listed in the wholesale debt market (WDM) segment of the Bombay Stock Exchange. Tese NCDs were issued for the purpose of raising funds for the normal business purposes/ activities including augmentation of long term resources for the requirement of working capital and regular capital expenditure.

Subsidiaries

As on 31st March, 2014, your Company has six Subsidiaries namely (i) Simplex Infrastructures LLC (ii)Simplex (Middle East) Limited (iii)Simplex Infrastructures Libya Joint Venture Co. (iv)Simplex Infra Development Limited (v) Maa Durga Expressways Private Limited and (vi) Jaintia Highway Private Limited.

In accordance with the General Circular no. 2/2011 dtd. 8th February, 2011 issued by the Ministry of Corporate Affairs’, Govt. of India, the Balance Sheet, Proft and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However a statement of summarized financials of all Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, profit before and afer taxation, provision for taxation and proposed dividend is disclosed in the Annual Report in compliance with the said circular. Te Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Member of the Company as well as shareholder of the Subsidiary Companies, who may be interested in obtaining the same. Te Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and also at the Registered Office of the Subsidiary Companies concerned on any working day during business hours.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards AS- 21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India. Te Consolidated Statements reflect the results of the Company and that of its Subsidiaries, Joint Ventures and Associates.

Te current political situation in Libya has improved to some extent but yet to be fully normalized. Subsequent to the year end, Management''s Representative had visited Libya to take stock of the current situation and also follow up of the recovery of dues with the local government which was a

substantial amount. Te Representative also carried out physical inspection of Simplex Libya''s tangible assets i.e. plant and machinery etc. and also got its valuation done by an independent value and as per his report the present market value of these assets are more than the amount due to the Company. Upon further improvement of the political situation and on assessment of recoverability of the total exposure, the Management is of the opinion that on recovery of Simplex Libya''s dues, financial position of the subsidiary is expected to improve substantially together with positive net worth.

As required by clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Companies Act, 2013

Te Companies Act, 2013 (''the Act'') has been passed replacing the Companies Act, 1956 and a large portion of the Act has already become effective. Several Rules under various sections of the Act have also been notified. Your Company is taking necessary steps to comply with the requirements of the new Act. Te Company has already formed, reconstituted and renamed various committees in terms of the requirements of the Act.

Te MCA vide Circular No.08/2014 dated April 4, 2014 clarified that the financial statements and the documents required to be attached thereto, the auditors'' and directors'' report in respect of the financial year under reference shall continue to be governed by the relevant provisions of the Companies Act, 1956, schedules and rules made there under. Te Company has accordingly prepared this balance sheet, statement of profit and loss, the schedules and notes thereto and the Directors'' Report in accordance with the relevant provisions of the Companies Act, 1956, schedules and rules made there under.

Te Company has taken cognizance of the new legislation and shall comply with the provisions of the Companies Act, 2013, as applicable.

Corporate Social Responsibility (CSR) and CSR Committee

In terms of the requirement of Section 135 of the Companies Act, 2013 and rules made there under, the Board of Directors in their meeting held on 30th May, 2014 constituted a CSR Committee comprising of Mr.A.D.Mundhra, Vice-Chairman, Mr. S.Dutta and Mr. Rajiv Mundhra, Whole-time Directors and Mr. B.Sengupta, Independent Director of the Company. Te Committee has been entrusted with the responsibility of formulation and recommending to the Board, a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of CSR Policy and recommending the amount to be spent on CSR activities.

Vigil Mechanism (Whistle Blower Policy)

Te Company has formulated a vigil mechanism (whistle blower policy) for its directors and employees of the Company for reporting genuine concerns about unethical practices and suspected or actual fraud or violation of the code of conduct of the Company as prescribed under the Companies Act, 2013 and Clause 49 of the Listing Agreement. This vigil mechanism shall provide a channel to the employees and Directors to report to the management concerns about unethical behavior, and also provide for adequate safeguards against victimization of persons who use the mechanism and also make provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed with proper explanation relating to material departures, if any;

(ii) Te Directors have selected such accounting policies

and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) Te Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting of fraud and other irregularities; and

(iv) Te Directors have prepared the accounts for the financial year ended 31st March, 2014 on a going concern basis.

Particulars of Employees

A statement of Particulars of Employees as required under section 217 (2A) of the Companies Act, 1956. Read with the Rules made there under, are provided in Annexure "A" to this report.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Te particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the Annexure ''B'' to this report.

Auditors

M/s. Price Waterhouse, Chartered Accountants (Firm Registration no.301112E) and M/s. H.S.Bhattacharjee & Co., Chartered Accountants ( Firm Registration No.322303E), Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

M/s. Price Waterhouse, Chartered Accountants are proposed to be re-appointed as Auditors of the company for three consecutive years from the conclusion of the ensuing Annual General Meeting of the Company, upon ratification of the appointment by the members at each subsequent Annual General Meeting.

M/s.H.S.Bhattacharjee & Co., Chartered Accountants are proposed to be re-appointed as Auditors of the company for five consecutive years from the conclusion of the ensuing Annual General Meeting of the Company, upon ratification of the appointment by the members at each subsequent Annual General Meeting.

As required under Section 139 of the Companies Act, 2013, the Company has obtained written consent from both the Auditors to such appointment and also a certificate to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the Rules made there under, as may be applicable and within the limits prescribed under section 141(3)(g) of the Act and that they are not disqualified for reappointment. Te Audit Committee and the Board of Directors recommend their appointment as Statutory Auditors of the Company.

Auditors'' Report

With respect to paragraph no 6, 7 and 9 (a) (b) & (d) of the Independent Auditors Report, we would like to inform that the matter pertaining to one of the subsidiaries of the Company, namely, Simplex Infrastructures Libya Joint Venture Co., operating in Libya, has been explained in Note no. 32 forming part of the Balance Sheet.

Te Board is of the opinion that the matter being elucidated in detail at note no.32 is self-explanatory and do not call for further explanation.

Directors

Dr. B.D.Mundhra, Non-Executive Chairman relinquished his Ofce on 15.03.2014 having rendered the yeoman''s service for more than fve decades to the Company in various capacities. His contributions are reflected in the growth and sustained performance of the Company during his tenure. Considering his valuable contribution and vast experience in various facets of the construction industry, he was requested to perpetuate his association with the Company as Chairman Emeritus. Te Board of Directors placed on record its appreciation of the valuable contribution, commitment and guidance rendered by Dr. Mundhra during his tenure of service.

Mr. A.K. Chatterjee, whole-time Director and Mr. Asutosh Sen, Independent Director were inducted to the Board of Directors w.e.f 30.05.2013. Their appointment had been approved by the Shareholders in the Annual General Meeting of the Company held on 30.08.2013.

Mr. A.D. Mundhra relinquished his ofce as Whole-time Director of the Company, effective 01.03.2014 due to his increased involvement in other business activities of the Company. However he is continuing as Vice-Chairman of the Company.

Te term of ofce of Mr. Sukumar Dutta and Mr. A.K.Chatterjee, Whole-time Directors is due to expire on 31.08.2015 and 29.05.2015 respectively. In view of their expertise in their respective field, the Board of Directors of the Company at their meeting held on 30.05.2014 recommended their re-appointment as Whole-time Directors, retiring by rotation, for a further period of three years, to the Members in the ensuing Annual General Meeting. Their appointment are appropriate and in the best interest of the Company.

Section 149 and other applicable provisions of the Companies Act, 2013, require the Company to have at least one-third of the total number of Directors as Independent Directors. In the opinion of the Board, Mr. B.Sengupta, Dr. R.Natrajan, Mr.N.N.Bhattacharyya, Mr. S.K.Damani and Mr. Asutosh Sen, Independent Directors in terms of the Listing Agreement, meet the criteria of independence in terms of section 149 (6) of the Act, are being considered for appointment as Independent Directors of the Company under sections 149,150 and 152 read with Schedule IV of the Act. Te Company has received declarations from all these Directors of the Company confirming that they meet with the criteria of independence as prescribed both under section 149 (6) and Schedule IV of the Companies Act, 2013 and clause 49 of the Listing Agreement with the Stock

Exchanges. Accordingly resolutions will be placed at the ensuing Annual General meeting (AGM) for their appointment as Independent Directors for a period of five consecutive years from the date of ensuing AGM.

Mr. A.D. Mundhra, Vice-Chairman, retire by rotation and being eligible, offer himself for re-appointment at the ensuing Annual General Meeting.

Te appropriate resolution(s) seeking your approval and brief resume / details for the appointment/ re-appointment of Directors are furnished in the notice of the ensuing Annual General Meeting.

Acknowledgment

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Financial Institutions, Banks, Customers, Vendors, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Company''s'' valued stakeholders. Your Directors also take this opportunity to place on record their gratitude for the eforts and continuous hard work of all the employees and their contribution to the progress of the Company.

By Order of the Board

Rajiv Mundhra S. Dutta

Whole -Time Director Whole -Time Director

Place: Kolkata

Dated: 30th May, 2014


Mar 31, 2013

To The Members,

The Company''s Directors are pleased to present the Ninety-Fifth Annual Report, alongwith Audited Accounts for the financial year ended 31st March, 2013.

Financial Results

The financial performance of the Company, for the year ended March 31, 2013 is summarized below:

Rupees in Million (mn)

Standalone Consolidated Particulars 31st March, 2013 31st March, 2012 31st March, 2013 31st March, 2012

Revenue from Operations 58208 58976 58975 60098

Earning before finance costs, tax, depreciation and 5101 4779 5078 4775 amortisation (EBITDA)

Less: Finance Costs 2894 2303 2899 2313

Earning before tax, depreciation and amortisation (EBTDA) 2207 2476 2179 2462

Less: Depreciation amortisation 1304 1143 1350 1188

Profit before tax 903 1333 829 1274

Less: tax expenses

Current tax 200 277 204 283

Deferred tax 105 564 105 564

Current tax provision for earlier years written back (400) (400)

Profit after tax and before share of results of associates 598 892 520 827 & Minority Interest

Less: Minority Interest (13) (12)

Share of Profit/ loss in Associate 0.3 2

Profit for the period 598 892 533 837

Balance brought forward from the previous year 5024 4397 5071 4499

Profit available for appropriation 5622 5289 5604 5336 Appropriations:

General Reserve 60 150 60 150

Proposed Dividend 50 99 50 99

Tax thereon 8 16 8 16

Balance carried to Balance Sheet 5504 5024 5486 5071

Review of Operations

During the year under review, on standalone basis, the Company reported, revenue from operations at Rs. 58208 mns as compared to Rs.58976 mns in the previous year. Profit before tax decreased to Rs.903 mns from Rs.1333 mns last year and profit after tax declined to Rs.598 mns from Rs.892 mns in previous financial year. This was mainly attributable to high finance cost putting pressure on Company''s profitability.

On a consolidated basis, the revenue from operations stood at Rs. 58975 mns during the financial year under review as compared to Rs. 60098 mns in the previous year. Profit before tax stood at Rs. 829 mns as compared to Rs.1274 mns in the previous year and profit after tax stood at Rs.520 mns as against Rs.827 mns in the previous financial year. Like standalone accounts, the main reason for decline in profit before tax and profit after tax is on account of high finance cost.

During the year under review, the Company secured handful of prestigious projects in different vertical it operates, which includes construction of four stations in Joka-BBD Bag Corridor of Kolkata Metro Railway, comprehensive development of corridor (outer ring road) between Vikaspuri to Meera Bagh, Delhi , TG Area & Chimney civil works package for 3 X 800 MW Kudgi Super Thermal Power Project at Kudgi, Karnataka, Engineering Procurement and Construction of 765 KV DC

Transmission line from Jabalpur Gantry of Substation of PGCIL to Angle Point 102/8 (Approx 200 KMS), construction works Phase 3 A of Goa Shipyard Limited modernization plan, Goa and water treatment plants at New town, Kolkata and a slew of orders for residential towers in major cities.

Dividend

Your Directors are pleased to recommend a dividend of Re.1/- per equity share of face value of Rs.2/- each for the financial year ended 31st March, 2013, amounting to Rs. 58 mns (including tax on dividend), which if approved at the forthcoming Annual General Meeting will be paid to all eligible Members whose names appear in the Register of Members of the Company as on Friday, 23rd August, 2013 and in respect of shares held in dematerialised form, the dividend will be paid to Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as at the close of business hours on Friday, 23rd August, 2013.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report.

Capital Expenditure

During the year under review, the Company has made additions of Rs.761 mns to its Fixed Assets consisting tangible assets of Rs.726 mns and intangible assets of Rs.35 mns.

Fixed Deposit

As in the previous year, the Company has not accepted/ renewed any fixed deposits during the year. All deposits have matured and have been repaid when claimed by the depositors together with interest accrued upto the date of maturity. All unclaimed deposits along with interest accrued upto the date of maturity has been deposited as and when they became due, with the Investor Education and Protection Fund (IEPF). As on 31st March, 2013, the Company had an unclaimed deposit amounting to Rs.0.135 mn and on the date of this Report, deposits aggregating to Rs.0.015 mn out of the aforesaid unclaimed amount has been transferred to the Investor Education & Protection Fund.

Issue of Secured Redeemable Non-Convertible Debentures on Private Placement Basis

During the year under review, the Company raised Rs.2000 mns by issue of 2000 secured redeemable non- convertible debentures (NCDs) of face value of Rs.1 mn each for a tenure of 10 years in three tranches of Rs.750 mns, Rs.750 mns and Rs.500 mns at coupon rate of 11 % p.a., 10.75 % p.a. and 10.40 % p.a respectively, on private placement basis. These NCDs are listed in the wholesale debt market (WDM) segment of the Bombay Stock Exchange. These NCDs were issued for the purpose of raising fund for utilization for the normal business purposes/ activities including augmentation of long term resources for the requirement of working capital and regular capital expenditure and refinancing of existing debts.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company and that of its Subsidiaries, Joint Ventures and Associates.

The political situation in Libya, although improved to some extent compared to the previous year, has not yet been fully normalized. Only after improvement of the political situation in Libya and resumption of business activities, the Company will be in a position to make a detailed review of the situation and evaluate business possibilities and assess recoverability of its total exposure in Simplex Infrastructures Libya Joint Venture Co.

As required by clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Subsidiaries

As on 31st March, 2013, your Company has six Subsidiaries namely (i) Simplex Infrastructures LLC

(ii) Simplex (Middle East) Limited (iii) Simplex Infrastructures Libya Joint Venture Co. (iv)Simplex Infra Development Limited (v) Maa Durga Expressways Private Limited and (vi) Jaintia Highway Private Limited.

In accordance with the General Circular no. 2/2011 dtd. 8th February, 2011 issued by the Ministry of Corporate Affairs, Govt. of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However a statement of summarized financials of all Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, profit before and after taxation, provision for taxation and proposed dividend is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Member of the Company as well as shareholder of the Subsidiary Companies, who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and also at the Registered Office of the Subsidiary Companies concerned on any working day during business hours.

The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. The management accounts of two of the Subsidiaries, namely, Maa Durga Expressways Private Limited and Simplex Infrastructures Libya Joint Venture Co. have been considered for consolidation.

Directors'' Responsibility Statement

Pursuant to sub-section (2AA) of Section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed with proper explanation relating to material departures, if any;

(ii) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting of fraud and other irregularities; and

(iv) The Directors have prepared the accounts for the financial year ended 31st March, 2013 on a going- concern basis.

Particulars of Employees

Information as required under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, forms part of this report. However as per the provisions of Section 219 (1) (b) (iv) of the Companies Act, 1956, the report and accounts are being sent excluding the statement containing the particulars to be provided under section 217 (2A) of the Companies Act, 1956. Any Member interested in obtaining such particulars may write to the Company Secretary for a copy thereof.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in the Annexure ‘A'' to this report.

Corporate Governance

All Directors of the Company and Senior Management Personnel have affirmed the compliance of Code of Conduct framed by the Company. A separate section titled ‘Corporate Governance'' including a certificate from M/s. H.S.Bhattacharjee & Co., Chartered Accountants, Statutory Auditors of the Company confirming compliance of the clauses of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report.

Auditors

M/s. Price Waterhouse, Chartered Accountants and M/s. H.S.Bhattacharjee & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from both of them to the effect that their proposed appointment, if made, would be within the limits specified under section 224 (1B) of the Companies Act, 1956.

Auditors'' Report

With respect to paragraph no. 6 ,7 & 9 (a), (b) and (d) of the Independent Auditors'' Report, we would like to inform that the matter pertaining to one of the subsidiaries of the Company, namely, Simplex Infrastructures Libya Joint Venture Co., operating in Libya, has been explained in Note no. 32 forming part of the Balance Sheet.

The Board is of the opinion that the matter being elucidated in detail at note no. 32 is self-explanatory and do not call for further explanation.

Directors

During the year under review, Mr. B. D. Mundhra relinquished his position as Managing Director w.e.f 27.09.2012 and has been continuing as Non-Executive Chairman of the Company from the above date. Mr. A. Mukherjee, Whole-time Director of the Company, was associated with the Company for the last 47 years, on attaining the age of 75, he stepped down from the Board of Directors and retired from the services of the Company w.e.f.27.09.2012. The Board acknowledges and places on record his invaluable contribution to the Company''s growth and development. During the year under review, Mr. A.D.Mundhra was elevated to the position of Vice- Chairman w.e.f 26.09.2012 to recognize the significant contribution he has made in the business development of the Company.

Mr. Kunal Shroff, Director resigned from the Board w.e.f. 5.02.2013. The Board acknowledges and places on record its appreciation for the contribution made by him as an Independent Director of the Company.

Mr. Amiyo Kumar Chatterjee was inducted to the Board of Directors as an Additional Director and as a Whole-time

Director w.e.f 30.05.2013. Notice has been received from a member pursuant to section 257 of the Companies Act, 1956 together with necessary deposits proposing his candidature for appointment as a Director of the Company.

Mr. Asutosh Sen was also appointed as Additional Director on the Board w.e.f 30.05.2013. He has been inducted to the Board as an Independent Director. Notice has been received from a member pursuant to section 257 of the Companies Act, 1956 together with necessary deposits proposing his candidature for appointment as a Director of the Company.

The term of Mr. A.D.Mundhra, Vice-Chairman and Whole-time Director of the Company, is due to expire on 31.08.2013. The Board of Directors at its meeting held on 30.05.2013, re-appointed Mr. A. D. Mundhra as Vice- Chairman and Whole-time Director for a further period of five years with effect from 01.09.2013, subject to the approval of the Members at this Annual General Meeting.

Mr. S.Dutta and Dr.R.Natarajan, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The appropriate resolution(s) seeking your approval and brief resume /details for the appointment/re-appointment are furnished in the notice of the ensuing Annual General Meeting.

Acknowledgment

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Financial Institutions, Banks, Customers, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Company''s valued stakeholders. Your Directors also take this opportunity to place on record their gratitude for the efforts and continuous hard work of all the employees and their contribution to the progress of the Company.

By Order of the Board

B.D. Mundhra

Chairman Kolkata

Dated: 30th May, 2013


Mar 31, 2012

The Directors have pleasure in presenting the Ninety-Fourth Annual Report together with Audited Accounts for the financial year ended 31st March, 2012.

Financial Results

The financial performance of the Company, for the year ended March 31, 2012 is summarized below:

Rupees in Million (mn)

Standalone Consolidated Particulars 31st March, 2012 31st March, 2011 31st March, 2012 31st March, 2011

Revenue from Operations 58976 46912 60098 48238

Earning before finance costs, tax, depreciation and 4779 4311 4775 4442 amortisation (EBITDA)

Less: Finance Costs 2303 1445 2313 1475

Earning before tax, depreciation and amortisation (EBTDA) 2476 2866 2462 2967

Less: Depreciation and Amortisation 1143 912 1188 963

Profit before tax 1333 1954 1274 2004

Less: tax expenses

Current tax 277 404 283 425

MAT Credit Entitlement - (179) - (179)

Deferred tax 564 497 564 498

Current tax provision for earlier years written back (400) - (400) -

Profit after tax and before share of results of 892 1232 827 1260 associates & Minority Interest

Less: Minority Interest - - (12) 14

Share of Profit/ loss in Associate - - 2 -

Profit for the period 892 1232 837 1246

Balance brought forward from the previous year 4397 3430 4499 3528

Profit available for appropriation 5289 4662 5336 4774

Appropriations:

General Reserve 150 150 150 150

Legal Reserve - - - 10

Proposed Dividend 99 99 99 99 Tax thereon 16 16 16 16

Balance carried to Balance Sheet 5024 4397 5071 4499

Review of Operations

On standalone basis, the Company's revenue from operations stood at Rs. 58976 mns for the financial year under review as compared to Rs. 46912 mns in the previous year, registering a growth of 26%, despite a challenging market for construction industry. The EBITDA also increased by 11% to Rs. 4779 mns as against Rs. 4311mns. However the profit before tax was subdued at Rs.1333 mns from Rs.1954 mns and profit after tax also declined to Rs. 892 mns from Rs. 1232 mns. This was mainly attributable to high interest cost arising from the rate rise as well as higher working capital requirements.

On a consolidated basis, the revenue from operations grew by 25% to Rs. 60098 mns during the financial year under review as compared to Rs. 48238 mns in the previous year. The EBITDA also increased to Rs. 4775 mns from Rs. 4442 mns. However profit before tax declined to Rs.1274 mns from Rs. 2004 mns and profit after tax also declined to Rs. 837 mns from Rs.1246 mns.

The order book,on consolidated basis, at year end rose by 4% to Rs.152240 mns from Rs.147070 mns last year with order intake of Rs.64460 mns during the year.

During the year under review, the Company obtained a number of large road projects which includes contracts from NHAI for four laning of Mahulia -Bahragora Section on NH-33 and Bahragora - Kharagpur section on NH-6 in the states of Jharkhand and West Bengal and also two laning of Jowai- Meghalaya/Assam Border section on NH-44 in the State of Meghalaya, both on Design-Build-Finance-Operate- Transfer (DBFOT) Toll basis. In the power sector, the Company has secured Civil, Structural and Architectural Works for 1320 MW (2x660) Thermal Power Projects at Banka , Bihar, for 3x660 MW (Unit 1, 2 & 3), Lalitpur Super Thermal Power Plant at UP, for 2x600 MW ITPCL Power Project. The Company was also awarded several prestigious contracts in different segments it operates like housing and building, urban infrastructure, etc.

Dividend

Your Directors are pleased to recommend a dividend of Rs.2/- per equity share of face value of Rs.2/- each for the financial year ended 31st March, 2012, amounting to Rs.115mn (including tax on dividend), which if approved at the forthcoming Annual General Meeting will be paid to all eligible Members whose names appear in the Register of Members of the Company as on 24th August , 2012 and in respect of shares held in dematerialised form, the dividend will be paid to

Members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited as beneficial owners as at the close of business hours on Friday, 24th August, 2012.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange(s) in India is presented in a separate section forming part of the Annual Report.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 2050 mns to its Fixed Assets consisting tangible assets of Rs. 2037 mns and intangible assets of Rs.13 mns.

Public Deposit

During the year under review, the Company has neither accepted nor renewed any public deposit, as defined under section 58A of the Companies Act, 1956 read with Companies(Acceptance of Deposit) Rules, 1975. As on 31st March 2012, the Company has an unclaimed deposit amounting to Rs.0.35mn. On the date of this Report deposits aggregating to Rs. 0.02 mn out of the aforesaid unclaimed amount has been paid.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by the Institute of Chartered Accountants of India. The Consolidated Statements reflect the results of the Company and that of its Subsidiaries, Joint Ventures and Associates.

The political turmoil in Libya and consequential stoppage of business activities continued for the year 2011-12, therefore the position remains same as that of last year. Only after the improvement of the political situation in Libya, the Company will be in a position to make a detailed review of the situation and will review the long term business interest in Simplex Infrastructures Libya Joint Venture Co.

As required by clause 32 of the Listing Agreement with the Stock Exchanges, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

Subsidiaries

As on March 31, 2012, your Company has five Subsidiaries namely (i) Simplex Infrastructures LLC (ii) Simplex (Middle East) Limited (iii) Simplex Infrastructures Libya Joint Venture Co. (iv) Simplex Infra Development Limited and (v) Maa Durga Expressways Private Limited.

Recently, the Company had incorporated a Subsidiary in the name of Jaintia Highway Private Limited for executing a road contract awarded to the Company by NHAI. Further your Company acquired 100% stake of Joy Mining Services India Private Limited, a company engaged in underground mining business. With this your Company has forayed into underground mining services.

In accordance with the General Circular no. 2/2011 dtd. 8th February 2011 issued by the Ministry of Corporate Affairs, Govt. of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the Subsidiary Companies and the related detailed information to any Member of the Company as well as shareholder of the Subsidiary Companies, who may be interested in obtaining the same. The Annual Accounts of the Subsidiary Companies will also be kept open for inspection at the Registered Office of the Company and also at the Registered Office of the Subsidiary Companies concerned on any working day during business hours.

The Consolidated Financial Statements presented by the Company include the financial results of its Subsidiary Companies. The Figures of financial statements of Subsidiaries have been converted into equivalent Indian rupees on basis of exchange rate as on 31.03.2012.

A statement of summarized financial of all Subsidiaries of your Company including capital, reserves, total assets, total liabilities, details of investment, turnover, profit before and after taxation, provision for taxation and proposed dividend pursuant to the Genera Circular issued by Ministry of Corporate Affairs, forms part of this Report.

Directors' Responsibility Statement

Pursuant to sub-section (2AA) of section 217 of the Companies Act, 1956, the Board of Directors of the Company hereby state and confirm that:

(i) In the preparation of the Annual Accounts, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed with proper explanation relating to material departures, if any;

(ii) The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

(iii) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting of fraud and other irregularities; and

(iv) The Directors have prepared the accounts for the financial year ended 31st March 2012 on a going- concern basis.

Particulars of Employees

In terms of the provisions of section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are required to be set out in the Annexure to the Directors' Report. However, in terms of section 219(1)(b)(iv) of the Companies Act,1956, the Annual Report excluding the statement of particulars of employees is being sent to all the Members of the Company and others entitled thereto. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo as required to be disclosed under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, are provided in the Annexure 'A' to this Report.

Corporate Governance

All Directors of the Company and Senior Management has affirmed the compliance of Code of Conduct framed by the Company. A separate section titled Corporate Governance' including a certificate from M/s. H.S. Bhattacharjee & Co., Chartered Accountants, Joint Auditors of the Company confirming compliance of the clauses of Corporate Governance as stipulated under Clause 49 of the Listing Agreement is annexed hereto and forms a part of the Report.

Auditors

M/s. Price Waterhouse, Chartered Accountants and M/s. H.S. Bhattacharjee & Co., Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment. The Company has received letters from both of them to the effect that their proposed appointment, if made, would be within the limits specified under section 224 (1B) of the Companies Act, 1956.

Auditors' Report

With respect to paragraph no.4 & 5 (a), (d) and (f) of the Auditors' Report, we would like to inform that the matter pertaining to Simplex Infrastructures Libya Joint Venture Co., has been explained in Note no. 32 forming part of the Balance Sheet.

The Board is of the opinion that the matter being elucidated in detail at note no. 32 is self-explanatory and does not call for further explanation.

Directors

Mr. A. Mukherjee, Mr. B. Sengupta and Mr. Sheo Kishan Damani, Directors of the Company, retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors in their meeting held on 30th May 2012, subject to the approval of the Members at this Annual General Meeting, approved the re-appointment of Mr. S. Dutta as whole-time Director for a further period of three years with effect from 1st September, 2012 on the terms and conditions as set out in the Agreement, to be entered between the Company and Mr. S. Dutta.

Further in the same board meeting, re-appointment of Mr. Rajiv Mundhra as whole-time Director for a further period of five years with effect from 1st April 2013 was also approved, subject to the approval of the Members at this Annual General Meeting, on the terms and conditions as set out in the Agreement, to be entered between the Company and Mr. Rajiv Mundhra.

The appropriate resolution(s) seeking your approval and brief resume / details for the re-appointment are furnished in the notice of the ensuing Annual General Meeting. appreciation for the co-operation and support received from the Financial Institutions, Banks, Customers, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Company's valued stakeholders. Your Directors also take this opportunity to place on record their gratitude for the efforts and continuous hard work of all the employees and their contribution to the progress of the Company.

Acknowledgment

Your Directors would like to express their sincere appreciation for the co-operation and support received from the Financial Institutions, Banks, Customers, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Company's valued stakeholders. Your Directors also take this opportunity to place on record their gratitude for the efforts and continuous hard work of all the employees and their contribution to the progress of the Company

By Order of the Board B.D. MUNDHRA

Chairman and Managing Director

Kolkata

Dated: 8th June, 2012

 
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