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Directors Report of Simplex Infrastructures Ltd.

Mar 31, 2016

Dear Members,

The Directors are pleased to present the Ninety-Eighth Annual Report along with Company''s Audited Financial Statements for the financial year ended 31st March, 2016.

Financial Results

The financial performance of the Company for the year ended 31st March, 2016 is summarized below:

Rs. in Millions (mns)

Particulars

Standalone

Consolidated

31st March, 2016

31st March, 2015

31st March, 2016

31st March, 2015

Revenue from Operations

58116

55816

58993

62024

Earning before finance costs, tax, depreciation and amortization (EBITDA)

6632

6150

6765

6342

Less: Finance Costs

4293

3843

4293

3930

Less: Depreciation and amortization

1375

1368

1399

1539

Profit before tax

964

939

1073

873

Less: Tax expenses

Current Tax

685

347

770

379

Deferred Tax

(273)

(32)

(273)

(34)

Current Tax provision for earlier years written back

(111)

-

(111)

(1)

Profit after tax and before share of results of associates & Minority Interest

663

624

687

529

Minority Interest

-

-

9

47

Share of Profit / Loss in Associate

-

-

(12)

(2.5)

Profit for the period

663

624

684

573

Balance brought forward from the previous year

6279

5905

6187

5866

Transferred from legal reserve during the year

-

-

10

-

Profit available for appropriation

6942

6529

6881

6439

Appropriations:

General Reserve

70

62

70

63

Debenture Redemption Reserve

283

158

283

159

Proposed Dividend

25

25

25

25

Tax thereon

5

5

5

5

Balance carried to Balance Sheet

6559

6279

6498

6187

Review of Operations

During the year under review, on standalone basis, revenue from operations were Rs. 58116 mns as against Rs. 55816 mns in the previous year registering an increase of 4.12%. Profit before tax stood at Rs. 964 mns as against Rs. 939 mns in the previous financial year, registering an increase of 3% and Profit for the period stood at Rs. 663 mns as against Rs. 624 mns in previous financial year, registering an increase of 6%.

On a consolidated basis, the revenue from operations stood at Rs. 58993 mns against Rs. 62024 mns in the previous year, registering a decline of 5%. Profit before tax stood at Rs. 1073 mns as compared to Rs. 873 mns in the previous year, registering an increase of 23% and profit for the period stood at Rs. 684 mns as against Rs. 573 mns in the previous financial year, registering an increase of 19%.

Business Review

The Order book of the Company as on March 31, 2016 stood over Rs. 140000 mns. During the year under review, the Company bagged a number of new projects amounting to Rs. 50624 mns in various vertical it operates, which includes among others civil construction works for residential tower, Mumbai, design & build sewerage treatment plant, survey, review of designs and build new underground sewerage, Kolkata, civil & external development works at Sativa Divinity, Bangalore, civil, structural and architectural finishes works for residential development Eden Park-phase 2, Chennai, in India and Civil and building works, Qatar, construction of 216 Villas at Amazonia Cluster, Dubai at overseas.

Issue of Secured Redeemable Nonconvertible Debentures on Private Placement Basis

During the year under review, the Company raised Rs. 750 mns (previous year Rs. 1750 mns) by issue of 750 secured redeemable non-convertible debentures (NCDs) of face value of Rs. 10,00,000/- on private placement basis. Details of NCDs have been stated in the Corporate Governance Report which forms part of this Report.

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 funds for present and future business activities in the normal course of business including augmentation of medium to long term resources for the Company.

Material changes and commitments

There are no material changes or commitments affecting the financial position of the Company between the end of the financial year and the date of this report.

Dividend

The Directors recommend payment of dividend of Rs. 0.50 per equity share for the FY 2015-16 (Previous year Rs. 0.50 per equity share) of face value of Rs. 2/- each. The dividend on equity shares including dividend tax for the FY 2015-16 would aggregate Rs. 30 mns, which if approved at the forthcoming Annual General Meeting will be paid to Members whose names appear in the Register of Members as on 13th September, 2016 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 Tuesday, 13th September, 2016.

Transfer to Reserves

The Company proposes to transfer Rs. 70 mns to the General Reserve.

Extract of the Annual Return

An extract of the annual return in Form MGT-9 in accordance with section 92(3) of the Companies Act, 2013 (‘the Act’) and relevant Rules made there under is annexed herewith as Annexure - 1.

Number of meetings of the Board

Four meetings of the Board were held during the year. The details are provided in the corporate governance report, which forms part of this Report.

Audit Committee

The details pertaining to composition of Audit Committee are included in the Corporate Governance Report which forms part of this report.

Directors’ Responsibility Statement

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of section 134 (3)(c) & 134 (5) of the Companies Act, 2013:

(a) That in the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

(b) That appropriate accounting policies were selected and have been applied consistently and have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profits of the company for that period;

(c) That proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) That the annual accounts have been prepared on a going concern basis;

(e) That proper internal financial controls were followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) That proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems were adequate and operating effectively.

Based on the framework of internal financial controls and compliance systems established and maintained by the Company, work performed by the internal, statutory and secretarial auditors and external consultants, and the reviews performed by management and the relevant board committees, including the audit committee, the Board is of the opinion that the Company''s internal financial controls were adequate and effective during FY 2015-16.

Remuneration Policy of the Company

The Company’s Policy on Directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of this Report.

Particulars of Employees and other additional information

Particulars of Employees pursuant to Section 134(3)(q) and Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are annexed herewith as Annexure-2 and Annexure-3 respectively.

Particulars of Loans, Guarantees or Investments

The Company is engaged in the business of contract constructing infrastructural facilities as specified in Schedule VI of the Companies Act, 2013. In accordance with the exemption provided by Section 186 (11) to the companies engaged in the business of providing infrastructural facilities, the provisions of sub-section (2) to (13) of Section 186 of the Act, in respect of giving loan, guarantee or providing security to any other body corporate/ person do not apply to the Company.

Related Party Transactions

The Board of Directors have approved the Related Party Transaction Policy and the same has been uploaded on the Company''s website www.simplexinfra.com.

All Related Party Transactions are placed before the Audit Committee for review and approval. Prior omnibus approval for transactions up to Rs. 1 crore per transaction has been obtained for Related Party Transactions which are of repetitive nature and / or entered in the Ordinary Course of Business and are at Arm’s Length as per Regulation 23 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations). A statement of all related party transactions is presented before the Audit Committee on a quarterly basis. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

However, the details of the related party transactions are set out in Note 42 to the standalone financial statements forming part of this Annual Report.

Risk Management

The Board of Directors has formed a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The Company also has in place a Risk Management Policy to identify and assess the key risk areas. The Members of the Risk Management Committee monitors and reviews the implementation of various aspects of the risk management policy. Major risks identified by the Company are systematically addressed through mitigating actions on a continuous basis. At present no particular risk whose adverse impact may threaten the existence of the Company is visualized.

The details of risk management are covered in the management discussion and analysis, which forms part of this report.

Corporate Social Responsibility (CSR)

As part of CSR initiatives, your Company focuses on promotion of education, preservation of national heritage, art and culture and livelihood enhancement projects. During the year under review, the Company undertook its CSR activities through Shree Charity Trust and Acharya Mahapragya Mahashraman Education and Research Foundation, both these organizations are registered Trusts and recognized Charitable Institutions under IT Act, 1961 and have objects aligned with activities specified in Schedule VII of the Act.

Pursuant to Section 135 of the Act and the relevant Rules made there under, the Board has constituted the CSR Committee. Consequent upon resignation of Mr. B. Sengupta, Independent Director and also a Member of the Committee, the CSR Committee was reconstituted by the Board of Directors in their meeting held on 14.11.2015. Presently, the Committee consists of Mr. Rajiv Mundhra, Whole-time Director as the Chairman, Mr. S. Dutta, Whole-time Director & CFO and Mr. S. K. Damani, Independent Director of the Company. The CSR policy of the Company approved by the Board of Directors is displayed on the Company''s website www.simplexinfra.com.

The annual report on CSR containing particulars specified in Companies (Corporate Social Responsibility Policy) Rules, 2014 , is set out herewith as “Annexure-4”.

Performance evaluation of the Board, its Committees and Individual Directors

The Board have laid down the manner in which formal annual evaluation of the performance of the Board, Committees and individual Directors has to be made. It includes circulation of questionnaires to all Directors for evaluation of the Board and its Committees, which entails a wide range of parameters facilitating proper evaluation of the Board, its Committees and individual Directors. The response/ feedback/ comment received from each Director is carefully considered by the Board.

The Board of Directors has carried out an annual evaluation of its own performance, board committees and individual Directors pursuant to the provisions of the Act and Listing Regulations, as per the framework laid down by the Board. The response received from all the Directors were discussed in the meeting of the Independent Directors held on 15th March, 2016, as per Schedule IV of the Act. The performance of the Vice-Chairman was also evaluated, taking into account the views of Executive and Nonexecutive Directors on the key aspects of his role. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

Subsidiary, Associate & Joint Venture Companies

As on 31st March, 2016, your Company has six Subsidiaries namely (i)Simplex (Middle East) Limited, UAE (ii)Simplex Infrastructures Libya Joint Venture Co., Libya (iii) Simplex Infra Development Private Limited (formerly Simplex Infra Development Limited) (iv) Maa Durga Expressways Private Limited, (v) Jaintia Highway Private Limited and (vi) Simplex (Bangladesh)Private Limited, three Associates namely (i) Shree Jagannath Expressways Private Limited, (ii) Raichur Sholapur Transmission Company Private Limited and (iii) Simplex Infrastructures LLC, Oman and two incorporated Joint venture Companies.

The Consolidated Financial Statement comprises the financial statements of the Company and those of its subsidiaries, Joint Ventures and its Associate Companies. Pursuant to provisions of Section 129(3) of the Act, a statement containing the salient features of the financial statement of the Company’s subsidiary/ associate/ joint venture companies is provided in the Form AOC-1, attached after the consolidated financial statements of the Company.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements of the Company including the consolidated financial statements and separate audited accounts in respect of its subsidiaries are available on the website of the Company www.simplexinfra.com.The financial statements of the Subsidiary Companies are kept open for inspection by the Shareholders at the Registered Office of the Company and a statement containing the salient features of the Company''s financial statement of the Company''s subsidiary/ associate/ joint ventures is attached as aforesaid.

Formation / Cessation of Company''s Subsidiary /Associate / Joint Venture

During the year under review, Simplex (Middle East) Limited, wholly-owned subsidiary of the Company incorporated a new subsidiary in the name of Simplex (Bangladesh) Pvt. Ltd in Bangladesh for furthering the business of the Company. The new subsidiary was registered with Registrar of Joint Stock Companies & Firms, Bangladesh on 19th May, 2015. Thus, making Simplex (Bangladesh) Pvt. Ltd, a new foreign subsidiary of the Company.

During the year, Simplex Infrastructures LLC ceased to be a subsidiary of the Company and became an associate company consequent upon reduction in the stake from 70% to 45%.

Directors

Mr. B. Sengupta, Independent Director of the Company resigned with effect from 14th November, 2015 owing to his advanced age and ill health. The Board places on record its appreciation for the contribution made by him during his association with the Company.

Mr. Sukumar Dutta retires by rotation and being eligible has offered himself for re-appointment at the ensuing annual general meeting.

Pursuant to the provisions of Section 149 of the Act and Listing Regulations, Mr. Asutosh Sen, Mr. N.N. Bhattacharyya, Mr. Sheo Kishan Damani and Ms. Leena Ghosh, Independent Directors of the Company have submitted their declaration that they meet with the criteria of independence as provided in Section 149 (6) of the Act and are not disqualified from continuing as Independent Directors of the Company.

All the Directors have submitted the requisite disclosures/ declarations as required under the relevant provisions of the Act.

Appropriate resolution seeking your approval and brief resume / details for re-appointment of Director is furnished in the notice of the ensuing Annual General Meeting.

Key Managerial Personnel

Pursuant to the provisions of Section 203 of the Act, Mr.

A.K. Chatterjee, CEO & Whole-time Director, Mr. S. Dutta, Whole-time Director & CFO and Mr. B. L. Bajoria, Sr. Vice President & Company Secretary are key managerial personnel of the Company. There has been no change in the key managerial personnel during the year.

Remuneration and other details of the said Key Managerial Personnel for the financial year ended March 31, 2016 are mentioned in the extract of the Annual Return (Annexure-1) which is attached to the Board''s Report.

Public Deposits

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 up to the date of maturity. All unclaimed deposits and 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, 2016, there is no unclaimed deposit as all unclaimed deposit has been transferred to IEPF

Significant and material orders passed by Regulators/Courts/Tribunals

During the year under review, there were no significant or material orders passed by the Regulators/ Courts/Tribunals impacting the going concern status of the Company and its operations in future.

Internal Control Systems & their adequacy

The details in respect of internal control systems and their adequacy are included in the management discussion & analysis, which forms part of this report.

Vigil Mechanism (Whistle Blower Policy)

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to Directors and employees to report their concerns about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail the mechanism and also provides for direct access to the Chairman of the Audit Committee. Appropriate steps are taken for redressing the grievances as per the mechanism approved by the Board as and when the complaints are received.

The Whistle Blower policy has been posted on the website of the Company www.simplexinfra.com.

Statutory Auditors

Pursuant to the provisions of Section 139 of the Act and the Rules framed there under, the Members of the Company at their 96th Annual General Meeting (“AGM”) held on September 4, 2014, approved the appointment of M/s. Price Waterhouse, Chartered Accountants, bearing ICAI Firm Registration No.301112E and M/s. H. S. Bhattacharjee & Co., Chartered Accountants bearing ICAI Firm Registration No.322303E as the Statutory Auditors of the Company for a period of 3 and 5 consecutive years respectively (subject to ratification of the appointment by the Members at every AGM ).

Appointment of Statutory Auditors covering the period from the conclusion of this ensuing AGM until the conclusion of the next AGM to be held in the FY 2016-17, is being placed for Members'' ratification.

As required under Section 139 of the Companies Act, 2013, the Company has obtained written consent from both the Auditors to such continued appointment and also a certificate from them to the effect that their appointment, if ratified, would be in accordance with the conditions prescribed under the Companies Act, 2013 and the Rules made there under, as may be applicable.

Auditors Report

Standalone Financial Statement

With respect to paragraph no. 8, 9 and 11 (a), (b) and (d) of the Independent Auditors’ Report on the Standalone Financial Statements, in respect of which the Auditors have qualified their report, we would like to state 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 Standalone Financial Statements.

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

Consolidated Financial Statement

With respect to paragraph no. 7, 8 and 12 (a), (b) and (d) of the Independent Auditors’ Report on the Consolidated Financial Statements, in respect of which the Auditors have qualified their report, we would like to state that the matter pertaining to one of the associate of the Company which ceased to be a subsidiary of the Company during the year, has been explained in Note no. 30 (c) forming part of the Consolidated Financial Statements.

The Board is of the opinion that the matter being elucidated in detail at Note no.30 (c) of the consolidated financial statements is self-explanatory and do not call for further explanation.

With respect to paragraph no.8, 9, 10 and 11 of Annexure A to Independent Auditors'' Report (Report on the Internal Financial Controls under Clause ( i)of sub-section 3 of Section 143 of the Act) on the Consolidated Financial Statements, in respect of which the Auditors have qualified their report, we would like to state that during the year, the Company''s internal financial control relating to monitoring of timely preparation of financial statements of the component entities on a periodic basis, initiating appropriate corrective action where required and review of their financial performance were operating effectively which resulted in availability of financial information regularly of 26 component entities except for 1 associate company which ceased to be a subsidiary of the Company during the year, in which preparation of financial statements were delayed due to some extraneous factors. Appropriate action is being taken by the Management of the said Company so that financial statements are prepared timely in future.

Secretarial Audit

Secretarial Audit for the FY 2015-16 was conducted by Mr. Deepak Kumar Khaitan, Practicing Company Secretary in accordance with the provisions of Section 204 of the Act. The Secretarial Auditor’s Report is annexed herewith as “Annexure - 5”. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

Cost Audit

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Record & Audit) Amendment Rules, 2014, as amended from time to time, your Company has appointed M/s Bandyopadhyaya Bhaumik & Co., Cost Accountants to conduct the audit of cost records of the Company for the financial year 2015-16.

As required under the Act, a resolution seeking members ratification for the remuneration payable to the Cost Auditors forms part of the notice convening the Annual General meeting.

Consolidated Financial Statement

Your Company has prepared Consolidated Financial Statements in accordance with Section 129 (3) of the Act and applicable accounting standards 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.

As required by Regulations 33 of the Listing Regulations, the Audited Consolidated Financial Statements together with the Auditors Report thereon are annexed and form part of this Annual Report.

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 134(3)(m) of the Act read with Companies (Accounts) Rules, 2014 are provided in the Annexure - 6 to this Report.

Management Discussion and Analysis

Management Discussion and Analysis for the year under review, as stipulated under Regulation 34 of the Listing Regulations is presented in a separate section and forms part of the Annual Report.

Corporate Governance Report

A separate report on ''Corporate Governance'' including a certificate from M/s. H. S. Bhattacharjee & Co., Chartered Accountants, Statutory Auditors of the Company confirming compliance of the Regulation 34 of the Listing Regulations is annexed hereto and forms a part of the Annual Report.

Capital Expenditure

During the year under review, the Company has made additions of Rs. 1774 mns to its Fixed Assets consisting tangible assets of Rs. 1770 mns and intangible assets of Rs. 4 mns.

Acknowledgement

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 efforts and continuous hard work of all the employees and their contribution to the progress of the Company.

By Order of the Board For Simplex Infrastructures Limited

Place: Kolkata S.Dutta A.K.Chatterjee

Date: 30.05.2016 Whole-time CEO &

Director Whole-time

& CFO Director


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


Mar 31, 2011

To The Members,

The Directors have pleasure in presenting the Ninety-third Annual Report together with standalone and consolidated Audited Statement of Accounts for the financial year ended 31st March, 2011.

Financial Results

The financial performance of the Company, for the year ended March 31, 2011 is given below:

Rupees in Million (mn)

Stand Alone Consolidated

31st March- 31st March- 31st March- 31st March 2010 2011 2010 2011

Gross Billing 47497.13 44434.81 48753.18 45524.66

Earning before interest, tax, depreciation and 4870.70 4556.13 4997.87 4700.45 amortisation (EBITDA)

Less: Interest &finance charges 1307.74 1112.09 1324.64 1122.00

Earning before tax, depreciation and 3562.96 3444.04 3673.23 3578.45 amortisation (EBTDA)

Less: Depreciation and amortisation 1608.39 1533.57 1669.80 1572.84

Profit before tax 1954.57 1910.47 2003.43 2005.61

Less: Provision for taxation

Current tax 404.00 380.00 424.95 409.72

Fringe benefit tax - - - 0.04

MAT Credit Entitlement (179.02) - (179.02) -

Profit before deferred tax 1729.59 1530.47 1757.50 1595.85

Less: Deferred tax 497.23 304.50 497.69 305.05

Profit after tax and before Minority Interest 1232.36 1225.97 1259.81 1290.80

Less: Minority Interest - - 13.97 19.33

Profit after tax & Minority Interest 1232.36 1225.97 1245.84 1271.47

Balance brought forward from the previous year 3429.96 2469.37 3528.30 2522.21

Profit available for appropriation 4662.32 3695.34 4774.14 3793.68

Appropriations:

General Reserve 150.00 150.00 150.00 150.00

Legal Reserve - - 9.83 -

Proposed Dividend 98.95 98.95 98.95 98.95

Tax thereon 16.05 16.43 16.05 16.43

Balance carried to Balance Sheet 4397.32 3429.96 4499.31 3528.30

Review of Operations

The turnover for the financial year under review increased to Rs.47497mn from Rs. 44435 mn in the previous financial year .The Profit before Tax (PBT) increased to Rs 1955 mn and Profit after Tax (PAT) increased to Rs.1232 mn for the financial year under review as against Rs. 1911 mn and Rs.1226 mn in the previous year. The Company also recorded a higher EBITDA, from Rs.4556 mn in the previous financial year to Rs.4871 mn in the year under review. EBTDA also rose from Rs. 3444 mn in the previous financial year to Rs.3563 mn in the current year. However, the financial result for the year under review were subdued which was largely attributed to a considerable rise in the Interest and Finance Charges of the Company.

On consolidated basis, the turnover for the financial year under review stood enhanced to Rs.48753 mn from Rs. 45525 mn of the previous financial year. However the Profit before Tax declined to Rs.2003 mn from Rs 2006 mn in the previous year and Profit after Tax and Minority Interest also reduced to Rs.1246 mn from Rs.1271 mn in the previous year, mainly due to higher interest burden.

Despite a generally sluggish market for construction industry, the order book on consolidated basis for the financial year under review surged by 28% to Rs.147070 mn from Rs.114910 mn last year. Your Company continued its presence in the diverse verticals of the construction sector and is confident of securing a good quantum of order in the current financial year too, on the back of large bid pipeline.

During the year under review, the Company through joint venture/ associate companies has bagged some of the landmark contracts, to mention a few, civil construction of one of the world's tallest residential building “World One (King Tower)” at Mumbai, construction of 6 Laning of Chandikhole-Jagatpur-Bhubaneshwar Section of NH-5 at Bhubaneshwar on DBFOT(Design, Built, Finance, Operate and Transfer) basis. The Company has also secured several contracts in India and overseas, viz., construction of Jatrabari- Gulsitan Flyover at Dhaka, Bangladesh and construction of viaduct between Joka to Mominpur in BBD Bag corridor of Kolkata Metro, among others. Your Company has a pan India presence and internationally, it has presence in Qatar, Oman, Ethiopia, Saudi Arabia, Sri Lanka and Bangladesh.

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, 2011, amounting to Rs.115 mn (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 8th September, 2011 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 Thursday, 8th September, 2011.

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.2297 mn to its Fixed Assets.

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 2011, the Company has an unclaimed deposit amounting to Rs.0.61 mn. 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 and Joint Ventures.

The political turmoil in Middle East resulted in stoppage of business activities during the year 2010-11 of Simplex

Infrastructures Libya Joint Venture Co. 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 the above subsidiary.

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, 2011, your Company has four Subsidiaries namely (i) Simplex Infrastructures LLC (ii) Simplex (Middle East) Limited (iii) Simplex Infrastructures Libya Joint Venture Co. (iv) Simplex Infra Development Limited.

The Ministry of Corporate Affairs by General Circular no. 2/2011 dtd. 8th February 2011 issued a direction under Section 212(8) of the Companies Act, 1956 that the provisions of Section 212 shall not apply to Companies in relation to their subsidiaries, subject to fulfilling certain conditions mentioned in the said circular with immediate effect. 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 shareholders will also be furnished a hard copy of accounts of subsidiaries, on requisition from them.

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 31.03.2011.

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 pursuant to the General 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 and there are no material departures from the same except as explained in Note no.8 and 9 on Schedule 19 forming part of this Balance Sheet;

(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 the 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 2011 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 Directors' Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees and the said particulars will be made available on request and also made available for inspection at the Registered Office of the Company. 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 the 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

The Auditors, Messrs Price Waterhouse, Chartered Accountants, will hold office until the conclusion of the ensuing Annual General Meeting. The Board of Directors recommends re-appointing them as Auditors of the Company. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limits specified under Section 224 (1B) of the Companies Act, 1956.

The Company has received a Special Notice under Section 190 of the Companies Act, 1956, from one of the Members of the Company, proposing the appointment of M/s. H.S. Bhattacharjee & Co., Chartered Accountants (Registration No. 322303E), as Joint Auditors of the Company for the financial year 2011-12.

The Company has received a consent letter from M/s. H.S. Bhattacharjee & Co., Chartered Accountants, confirming their eligibility as required under section 224(1B) of the Companies Act, 1956 and their willingness to act as Joint Auditor of the Company, if appointed, in the ensuing Annual General Meeting.

The Board of Directors accordingly recommends the Resolution set out in Item no. 7 of the accompanying Notice for approval of the Members.

Auditors’ Report

With respect to paragraph no. 4(a) and (b) & 5(a), (d) and

(f) of the Auditors’ Report, we would like to inform that the matter pertaining to foreign currency loan has been explained in Note no. 8 of Schedule 19 and the matter pertaining to Simplex Infrastructures Libya Joint Venture Co., has been explained in Note no.9 of Schedule 19 forming part of the Balance Sheet.

The Board is of the opinion that the matter being elucidated in detail at note no. 8 and 9 respectively of Schedule 19 are self-explanatory and do not call for further explanation.

Directors

Mr. A.D.Mundhra, Mr. Rajiv Mundhra and Mr. N.N. Bhattacharyya retire by rotation and being eligible, offer themselves for re-appointment at the ensuing Annual General Meeting.

The Board of Directors in its meeting held on 14th February 2011, subject to the approval of the Members at this Annual General Meeting, approved the re-appointment of Mr. B.D.Mundhra as Chairman and Managing Director for a further period of five years with effect from 1st April 2011 on the terms and conditions as set out in the Agreement entered into between the Company and Mr. B.D.Mundhra dated 14th February 2011.

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.

Acknowledgment

Your Directors would like to acknowledge and place on record their sincere appreciation for the co-operation received from the Financial Institutions, Banks, Customers, Central and State Government Authorities, Regulatory Authorities, Stock Exchanges and the Companys’ valued stakeholders for their excellent support. Your Directors also take this opportunity to recognize and appreciate 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 Mumbai

Dated: 30th May, 2011


Mar 31, 2010

The Directors have pleasure in presenting the Ninety-second Annual Report together with stand alone and consolidated Audited Statement of Accounts for the financial year ended 31st March, 2010.

The financial highlights are set out below:

Rupees in Million (mn) Stand Alone Consolidated 31st March 31st March 31st March 31st March 2010 2009 2010 2009 Gross Billing 44434.81 46536.88 45524.66 46960.66 Earning before interest, depreciation, 4556.13 4402.56 4700.45 4471.96 tax and amortisation (EBIDTA) Less: Interest & finance charges 1112.09 1417.91 1122.00 1419.93 Earning before depreciation, tax 3444.04 2984.65 3578.45 3052.03 and amortisation (EBDTA) Less: Depreciation & amortisation 1533.57 1299.30 1572.84 1320.21 Profit before tax 1910.47 1685.35 2005.61 1731.82 Less: Provision for tax-current tax 380.00 255.00 409.72 267.39 Fringe benefit tax 380.00 15.00 270.00 0.04409.7615.23282.62 Profit before deferred tax 1530.47 1415.35 1595.85 1449.20 Less: Deferred tax 304.50 207.32 305.05 207.31 Profit after tax and before 1225.97 1208.03 1290.80 1241.89 Minority Interest Less: Minority Interest - - 19.33 7.65 Profit After Ta x & Minority Interest 1225.97 1208.03 1271.47 1234.24 Balance brought forward from 2469.37 1877.10 2522.21 1903.73 the previous year Profit available for appropriation 3695.34 3085.13 3793.68 3137.97 General Reserve 150.00 150.00 150.00 150.00 Contingency Reserve - 350.00 - 350.00 Proposed Dividend 98.95 98.95 98.95 98.95 Tax thereon 16.43 265.38 16.85 16.43 265.38 16.81 1615.76 615.76 Balance carried to Balance Sheet 3429.96 2469.37 3528.30 2522.21 Review of Operations

Effect of the global economic recession continued to be felt across the world in 2009-10 and a poor monsoon further impacted Indias economy. However, in spite of these adversities, the financial performance of your Company during the year under review was more or less at par with the previous year. Profit before Ta x (PBT) increased by 13.36% from Rs. 1,685.35 mn to Rs 1,910.47 mn while Profit after Ta x (PAT) increased by 1.49% to Rs.1,225.97 mn compared to Rs. 1,208.03.mn in 2008-2009. However, the turnover showed a decline of 4.52%, being recorded at Rs.44,434.81 mn as compared to Rs. 46,536.88 mn in the previous year.

The Company also recorded a higher EBITDA, which increased by 3.49% from Rs.4,402.56 mn to Rs.4,556.13 mn in the year under review. Cash or Gross Profit (EBDTA)

was also higher by 15.39%, rising from Rs. 2,984.65 mn to Rs. 3,444.04 mn.

Consolidated results were in line with the above. The consolidated turnover stood at Rs. 45,524.66 mn reflecting a marginal decrease of 3.06% as compared to Rs.46,960.66 mn in the previous year. The Consolidated Profit before Ta x increased by 15.81% from Rs. 1,731.82 mn to Rs.2,005.61mn and Consolidated Profit after Ta x and Minority Interest increased by 3.02% to Rs.1,271.47mn compared to Rs.1,234.24 mn in 2008-09.

Improved internal efficiencies and efficient resource management were the key factors for better profitability. The order book position stood at over Rs 110,000 mn with the Company bagging several prestigious orders in various sectors of the construction business viz. Ground Engineering, Power, Urban Infrastructure, Building & Housing, Marine, Industrial and Transportation.

The Company continues to have branch offices/ subsidiaries/ associate companies in the UAE, Qatar, Bahrain, Oman, Libya, Indonesia, Thailand and neighboring countries to explore and expand business activities. It remains committed to execute projects with consistent quality assurance and adherence to benchmarks as per customers’ requirements with the objective of customer-satisfaction. The Company has recently forayed into the businesses of Power Transmission & Distribution and Construction, Real Estate project on joint development basis and the road project on BOT/BOOT basis. Your Directors are optimistic to make the presence of your Company felt in these fields.

Dividend

Your Directors recommend a dividend of Rs. 2 per share on equity shares of face value of Rs.2/- each for the financial year ended 31st March, 2010, 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 the Book closure date. The dividend outgo (including tax on dividend) will be Rs. 115.38 mn.

Capital Expenditure

During the year under review, the Company has made additions of Rs.1,057.63 mn to its Fixed Assets.

Public Deposit

The Company has no overdue deposit other than unclaimed deposits amounting to Rs 0.78 mn as on 31st March, 2010. On the date of this report, deposits aggregating Rs.0.05 mn out of the same has been claimed and paid.

Subsidiaries

Your Directors present herewith an overview of Subsidiaries.

During the year under review your Company has set up a subsidiary in the form of a joint venture at Libya in the name and style of Simplex Infrastructures Libya Joint Venture Company. Your Company is holding 65% share capital in that company by making an investment of Rs.38.69 mn. Operations of the subsidiary is yet to start. As on March 31,2010, your Company has the following Subsidiaries.

A. Simplex Infrastructures LLC (“LLC Company”)

B. Simplex (Middle East) Limited

C. Simplex Infrastructures Libya Joint Venture Company

In view of the exemption received from Central Government vide letter no. 47/99/2010 - CL III dated April 05,2010, the audited statement of accounts, Auditors reports and other related documents of the subsidiary companies are not annexed as required under Sec.212(8) of The Companies Act 1956. Shareholders who wish to have a copy of the full report and accounts of the subsidiaries will be provided the same on receipt of a written request from them. These documents will be put up on the Companies Website viz www.simplexinfrastructures.com and will also be available for inspection by any shareholder at the registered office of the Company and that of the subsidiary companies on any working day during the business hours. Figures of financial statements of subsidiaries have been converted into equivalent Indian rupees on basis of exchange rate as on 31.03.2010. The summarized financial performance of the subsidiaries, in terms of Central Governments exemption letter as mentioned above are in Annexure A.

Consolidated Financial Statement

Your Company has prepared consolidated Financial Statements in accordance with Accounting Standard 21(AS-21) 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. 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.

Auditors

The Auditors, Messrs Price Waterhouse, Chartered Accountants, will hold office until the conclusion of the ensuing Annual General Meeting. We recommend re- appointing them as Statutory Audiorts of the Company. They have furnished a certificate to the effect that their proposed appointment, if made, will be in accordance with the limits specified under Section 224 (1B) of the Companies Act, 1956 and also confirmed that they are complying with ongoing cycle of peer review process as required by the ‘Statement on peer Review’ issued by The Institute of Chartered Accountants of India (ICAI) together with a copy of the peer review certificate dated 30.8.2006 issued by the ‘Peer Review Board’ of ICAI regarding their eligibility for re-appointment as Auditors.

Auditors’ Report

With respect to paragraph no. 4 and 5(d) & (f) of the Auditors Report, we would like to inform that the matter has been explained in Note no.9 on Schedule 19 forming part of the Balance Sheet. The Board is of the opinion that year end exchange fluctuation loss of Rs.60.97mn as shown in Note no.9 on schedule 19 pertains to a foreign currency loan, which is fully hedged by derivative contracts together with a year end mark to market gain of Rs.80.15mn, which has not been provided for, as the loan is fully hedged and the aforesaid loss / gain are notional in nature. Hence, the Company has not provided for the aforesaid exchange fluctuation loss.

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 Directors Report and Accounts are being sent to all the shareholders of the Company excluding the statement of particulars of employees and the said particulars will be made available on request and also made available for inspection at the Registered Office of the Company. Any Member interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Disclosure of Particulars

A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo in accordance with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rule, 1988, as per annexure ‘B’ to 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 and there are no material departures from the same except as explained in Note no.9 on Schedule 19 forming part of this Balance Sheet;

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 the profit of the company for the 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 fraud and other irregularities;

iv) The Directors have prepared the accounts for the financial year ended 31st March 2010 on a going concern basis.

Corporate Governance

All Directors of the Company and Senior Management have affirmed the compliance of Code of Conduct framed by the Company. A separate section titled ‘Corporate Governance’ including a certificate from the 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.

Directors

Dr.R.Natarajan, Mr.S.Dutta and Mr.Kunal Shroff retire by rotation at the forthcoming Annual General Meeting and being eligible for re-appointment. Mr. Apurba Mukherjee, Whole-time Director of the Company is proposed to be re-appointed for a period of three years with effect from 1st September, 2011.

Acknowledgement

Your Directors would like to acknowledge with gratitude the co-operation and assistance received from the Financial Institutions, Banks, Customers, Central and State Government authorities, Regulatory authorities, Stock Exchanges and the Company’s valued stake holders for their continued co-operation and support. Your Directors also take this opportunity to record their sincere appreciation of the efforts put in by the employees at all levels for their contribution to the success achieved by the Company.

By Order of the Board B.D. MUNDHRA Chairman & Managing Director Kolkata Dated: 30th May, 2010

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