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Notes to Accounts of Simplex Infrastructures Ltd.

Mar 31, 2016

(a) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of '' 2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

a) Bonds / Debentures

i) 11% (2015: 11%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 7,500 (2015 : Rs. 7,500) are secured by First Charge by way of mortgage and charge on the specified immovable and movable Properties/Assets of the Company. The Principal is repayable in three Annual Installments at the end of 8th year -30%, 9th year-30% & 10th year-40% with put & call option at the end of 7th year from the date of allotment being 29th June, 2012.

ii ) 10.75% (2015: 10.75%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 7,500 (2015 : Rs. 7,500) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable in three annual Installments at the end of 8th year-30%, 9th year-30% & 10th year-40% with put & call option at the end of 7th year from the date of allotment being 6th December, 2012 and 31st December, 2012.

iii) 11.60% (2015: 11.10%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 5,000 (2015 : Rs. 5,000) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable by way of bullet payment at the end of 10th year with put & call option at the end of 7th year from the date of disbursement being 12th February, 2013. If the put & call option is not exercised at the end of the 7th year, the coupon shall be 10.80% per annum from the beginning of the 8th year.

iv) 11.75% (2015: 11.25%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 4,000 (2015 : Rs. 4,000) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 26th December, 2020 i.e. 7th year from the date of allotment being 26th December, 2013.

v) 11.75% (2015: 11.25%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 3,000 (2015 : Rs. 3,000) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 11th March, 2021 i.e. 7th year from the date of allotment being 11th March, 2014.

vi) 11.75% (2015: 11.25%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 2,500 (2015 : Rs. 2,500) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 18 th March, 2021 i.e. 7th year from the date of allotment being 18th March, 2014.

vii) 11.75% (2015: 11.25%) Non-Convertible Debentures of Face value of Rs. 1,000,000 each amounting to Rs. 500 (2015 : Rs. 500) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 28th March, 2021 i.e. 7th year from the date of allotment being 28th March, 2014.

viii) 11.15% (2015: 11.15%) Non-Convertible Debentures of Face Value of Rs. 1,000,000 each amounting to Rs. 7,500 (2015: Rs. 7,500) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 9th July, 2021 i.e. 7th year from the date of allotment being 9th July, 2014.

ix) 11.15% (2015: 11.15%) Non-Convertible Debentures of Face Value of Rs. 1,000,000 each amounting to Rs. 2,500 (2015: Rs. 2,500) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 28th July, 2021 i.e. 7th year from the date of allotment being 28th July, 2014.

x) 12.15% (2015: 11.85%) Non-Convertible Debentures of Face Value of Rs. 1,000,000 each amounting to Rs. 5,000 (2015: Rs. 5,000) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company. The Principal is repayable on 22nd January, 2020 i.e. 5th year from the date of allotment being 22nd January, 2015 with put option at the end of 3rd year from the date of allotment.

xi) 11.25% (2015 : Nil) Non-Convertible Debentures of Face Value of Rs. 1,000,000 Each amounting to Rs. 5,000 (2015: Rs. Nil) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified immovable and specified movable Fixed Assets of the Company. The Principal is repayable on 17th June, 2020 i.e. 5th year from the date of allotment being 17th June, 2015 with put & call option at the end of 3rd year from the date of allotment.

xii) 11.25% (2015 : Nil) Non-Convertible Debentures of Face Value of Rs. 1,000,000 Each amounting to Rs. 2,500 (2015: Rs. Nil) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified immovable and specified movable Fixed Assets of the Company. The Principal is repayable on 17th June, 2020 i.e. 1790 days from the date of allotment being 24th July, 2015 with put & call option on 17th June, 2018.

b) Rupee Term Loans from Banks

i) Term Loans from a Bank Rs. 182 (2015 : Rs. 139) are secured by way of hypothecation/exclusive charge on the assets financed. Repayable along with Interest ranging from 9.35% to 10.49% p.a (as on 31.03.2016) in monthly Installments ranging from 11 to 49.

ii) Term Loans from a Bank Rs. 244 (2015 : Rs. 315) are secured by way of hypothecation/exclusive charge on the assets financed. Repayable along with Interest ranging from 9.46% to 10.75% p.a (as on 31.03.2016) in monthly Installments ranging from 1 to 44.

iii) Term Loans from a Bank Rs. 11 (2015 : Rs. 26) are secured by way of hypothecation/exclusive charge on the assets financed. Repayable along with Interest ranging from 10.30% to 10.75% p.a (as on 31.03.2016) in monthly Installments ranging from 1 to 36 numbers.

iv) Term Loan from a Bank Rs. Nil (2015 : Rs. 99) was secured by an exclusive charge on assets purchased with the loan fund.

v) Term Loans from a Bank Rs. 2,290 (2015 : Rs. 1,320) are secured by way of hypothecation/exclusive charge on assets purchased out of said loans. Repayable along with Interest ranging from 9.75% to 10.30% p.a (as on 31.03.2016) in monthly Installments ranging from 10 to 41 numbers.

vi) Term Loan from a Bank Rs. 1,375 (2015 : Rs. 1,875) is secured by way of exclusive hypothecation of specific equipments. Repayable along with Interest of Base Rate 0.50% p.a. (as on 31.03.2016) in 11 equal quarterly Installments.

vii) Term Loans from a Bank Rs. 43 (2015 : Rs. 22) are secured by way of hypothecation/exclusive charge on assets purchased out of said loans. Repayable along with Interest 9.79% to 10.15% p.a (as on 31.03.2016) in monthly Installments ranging from 32 to 41 numbers.

viii) Term Loans from a Bank Rs. 458 (2015 : Rs. Nil) are secured by way of hypothecation/exclusive charge on assets purchased out of said loans. Repayable along with Interest 10.15% p.a (as on 31.03.2016) in monthly Installments ranging from 37 to 38 numbers.

ix) Term Loan from a Bank Rs. 2,139 (2015 : Rs. Nil) is secured by way of exclusive charge on the plant, machinery and equipments purchased out of the said loan. Repayable along with Interest of Base Rate 0.15% p.a. (as on 31.03.2016) in

1. equal quarterly Installments.

c) Foreign Currency Term Loans from Banks

Foreign Currency Term Loan from a Bank Rs. 2,816 (2015 : Rs. 3,904) is secured by an exclusive charge over Moveable Fixed Assets purchased out of said loans. Repayable along with Interest of 6 month USD LIBOR 1.9% p.a. (as on 31.03.2016) in 3 Half Yearly Installments.

d) Term Loans from Financial Companies

Term Loans from a Financial Company Rs. 25 (2015 : Rs. 33) are secured by way of hypothecation/exclusive charge on assets purchased out of said loans. Repayable along with Interest ranging from 10.15% to 10.25% p.a (as on 31.03.2016) in monthly Installments ranging from 33 to 36 numbers.

e) Outstanding balances of loans as indicated in (a) to (d) above are exclusive of current maturities of such loans as disclosed in Note 10.

a) Bonds / Debentures

12.15% (2015: 11.85%) Non-Convertible Debentures of Face Value of Rs. 1,000,000 Each amounting to Rs. 2,500 (2015: Rs. 2,500) are secured by way of First pari passu charge on specified immovable Fixed Assets & First charge on specified movable Fixed Assets of the Company.

b) Rupee Term Loans from Banks

Term Loans from Banks Rs. 805 (2015 : Rs. 900) are secured by an exclusive charge on assets acquired out of the said loans.

c) Foreign Currency Term Loans from Banks

i) Foreign Currency Term Loans from a Bank Rs. Nil (2015 : Rs. 92) are secured by an exclusive charge on Specific assets.

ii) Foreign Currency Term Loans from a Bank Rs. 2,146 (2015 : Rs. 1,531) are secured by way of security as recited in (e)(i) below.

iii) Foreign Currency Term Loans from a Bank Rs. 6,134 (2015 : Rs. Nil) are secured by an exclusive charge on assets financed out of said loans.

d) Rupee Term Loans from Financial Companies

Rupee Term Loans from Financial Companies Rs. Nil (2015 : Rs. 98) are secured by an exclusive hypothecation/charge on assets acquired out of the said loans.

e) Working Capital Loans repayable on demand from Banks

i) Working Capital Rupee Loans from Banks Rs. 235,626 (2015 : Rs. 198,607) are secured / to be secured by first charge by way of hypothecation of stocks, stores, trade receivables, second charge on movable Plant and Equipment (other than those which are exclusively charged in favour of the respective lenders) ranking pari passu amongst the Banks on the point of security, as also by second charge on specific immovable properties by deposit of title deeds / documents in India.

ii) Working Capital Foreign Currency Loans from Banks Rs. 5,228 (2015 : Rs. 7,551) are secured by assignment of receivables at overseas branches.

* Amount is below the rounding off norm adopted by the Company.

(a) Ceased to be a Subsidiary Company and became an Associate during this year.

(b) 1,792 (2015: 1,792) Equity Shares of Shree Jagannath Expressways Private Limited are pledged in favour of Axis Trustee Services Ltd., Security Trustee for the benefit of consortium of lending Banks.

(c) 12,238,776 (2015: 12,238,776) Equity Shares of Raichur Sholapur Transmission Company Private Limited are pledged in favour of IDBI Trusteeship Services Limited, Security Trustee for the benefit of Axis Bank Limited (DIFC Branch), Lender.

(d) For classification of investments in accordance with AS-13 : Accounting for Investments, refer Note 50.

(e) Refer Note 31(c) for certain undertakings given by the Company in respect of Non-current Investments.

a) Defined Contribution Plans

The Company has recognized, in the Statement of Profit and Loss for the year ended 31st March, 2016 an amount of '' 819 (2015: Rs. 685) as expenses under defined contribution plans.

b) Post Employment Defined Benefit Plans

i) a) Gratuity (Funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust fund managed by the Trust, makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (half month''s salary) depending upon the tenure of service subject to a revised maximum limit of amount payable under Payment of Gratuity Act effective 1st April, 2015. Prior to such revision, the maximum limit was twenty month’s salary or amount payable under Payment of Gratuity Act whichever produced higher benefit. Vesting occurs upon completion of five years of service. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 1.15, based upon which, the Company makes contribution to the Gratuity fund.

b) Gratuity (Unfunded)

The Company provides for gratuity, a defined benefit retirement plan covering employees of a foreign branch. As per the scheme, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary (one month''s salary) depending upon the tenure of service subject to a maximum limit of twenty month''s salary. Vesting occurs upon completion of one year of service. Liabilities with regard to the unfunded Gratuity plan are determined by actuarial valuation as set out in Note 1.15.

ii) End of Service Benefit / Severance Pay [ESB/SP] (Unfunded)

The Company provides for End of Service Benefit / Severance Pay (unfunded) defined benefit retirement plans for certain foreign branches covering eligible employees. As per the schemes, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee''s eligible salary for specified number of days (ranging from fifteen days to one month) depending upon the tenure of service (maximum limit of up to two years salary in case of certain foreign branches). Vesting occurs upon completion of one year of service (except for a foreign branch where there is no vesting period). Liabilities with regard to the End of Service Benefit / Severance Pay Scheme are determined by actuarial valuation as set out in Note 1.15.

iii) Leave Encashment Scheme [LES] (Unfunded)

The Company provides for accumulated leave benefit for eligible employees payable at the time of retirement of service subject to maximum of ninety / one hundred twenty days (for India and a foreign branch) and in case of others foreign branches, actual number of days outstanding based on last drawn salary. Liabilities with regard to leave encashment scheme are determined by actuarial valuation as set out in Note 1.15.

The following Table sets forth the further particulars in respect of Gratuity (Funded), Gratuity (Unfunded), ESB/SP (Unfunded) and LES (Unfunded) of the Company :-

2. Employee Benefits Expense (contd..)

iv) Provident Fund (contd..)

The Actuary has carried out actuarial valuation of interest rate guarantee obligations as at the Balance Sheet date using Projected Unit Credit Method and Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate guarantee obligation of the Company as at the Balance Sheet date. Further during the year, the Company''s contribution of '' 425 (2015: '' 457) to the Provident Fund Trust, has been expensed under “Contribution to Provident and Other Funds”. Disclosures given hereunder are restricted to the information available as per the Actuary''s report.

(a) Revision in useful lives of Tangible Assets

Effective 1st April, 2014, the Company has started charging depreciation in keeping with the requirements of Schedule II to the Companies Act, 2013 and as a result of which the estimated useful lives of certain tangible assets have been revised. Pursuant to the transitional provision set out in the said Schedule II, the carrying amount (after retaining the residual values) aggregating Rs. Nil (2015: Rs. 3,517) relating to tangible assets, where the revised useful lives were nil as on 1st April, 2014, had been debited to General Reserve (Refer Note 3). Further, related tax impact on such adjustment amounting to Rs. Nil (2015: Rs. 1,217) had been credited to General Reserve.

3. Claims against the Company not acknowledged as debts (contd..)

h) Show-cause cum demand notices for Rs. 12,014 (2015: Rs. 12,014) on certain matters up to 2009 - 10 relating to Service Tax issued by the concerned Tax Authorities in Kolkata during previous years have been challenged by the Company by writ petitions currently pending before the Hon’ble Calcutta High Court. Further, show-cause cum demand notices aggregating Rs. 1,594 (2015: Rs. 1,585) on similar matter relating to Service Tax issued by the concerned Tax Authorities in Delhi during the period from 2004-05 to 2009-10 have also been challenged by the Company and currently the matter is pending before the Hon’ble Supreme Court of India. According to a legal opinion obtained in this regard, the contention of the Tax Authorities and consequent demand of Service Tax is not valid in law. Based on the aforesaid legal opinion the management is of the view that the disputed tax amount, though not admitted, in this regard should not exceed Rs. 1,206 (2015: Rs. 1,206).

@ Represents amount of credit facilities utilized against corporate guarantee given to banks of Rs. Nil (2015: Rs. 80,888).

# Relates to the following:

(A) In respect of another associate Corporate Guarantee outstanding as at 31st March, 2016 given to the Lender for any shortfall of funds for repayment of last installment of facility given amounting to USD 196 Lakhs (Equivalent Rs. 12,986) [2015: USD 196 Lakhs (Equivalent Rs. 12,245)], has been jointly provided by the Company with its consortium members. Further, Corporate Guarantee has also been jointly provided with its consortium members for any adverse variation in foreign currency exchange rate at the time of repayment of facility given, other than the aforesaid last installment, subject to maximum limit of USD 200 Lakhs (Equivalent Rs. 13,250) [2015: USD 200 Lakhs (Equivalent Rs. 12,494)]. In terms of the Deed of Guarantee, guarantors’ obligations are joint and several.

4. In respect of the contingent liabilities mentioned in Note 30.1 above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters mentioned in Note

30.2 above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees. The Company does not expect any reimbursements in respect of the above contingent liabilities, other than the matter set out in Note 30.2 (i)(B) above.

c) Other Commitments

i) The Company has given, inter alia, the following undertakings in respect of Non-current Investments:

(a) To National Highways Authority of India, to hold together with its associates, other sponsors/shareholders, not less than 26% of the issued and paid up equity share capital in Shree Jagannath Expressways Private Limited (SJEPL), an associate company, during construction period of the project being executed by SJEPL and two years thereafter. As at 31st March, 2016, the Company singly holds 2,600 (2015: 2,600) equity shares of Rs. 10/each fully paid up of SJEPL (Note 14) representing 0.002% (2015: 0.002%) of the total paid up equity share capital of SJEPL.

(b) To Long Term Transmission Customers, to hold together with its other sponsors/shareholders, not less than 51% in the issued and paid up equity share capital of Raichur Sholapur Transmission Company Private Limited (RSTCPL), an associate company, up to a period of two years after Commercial Operation Date of the project being executed by RSTCPL and not less than 26% in the issued and paid up equity share capital of RSTCPL for a period of three years thereafter. As at 31st March, 2016, the Company holds 26,664,000 (2015: 26,664,000) equity shares of '' 10/- each fully paid up of RSTCPL (Note 14) representing 33.33% (2015: 33.33%) of the total paid up equity share capital of RSTCPL.

(c) To the lender of RSTCPL, an associate company, to hold together with its other sponsors/shareholders, at least 51% of issued and paid up equity share capital, up to the final settlement date of facility given.

(d) To the lender of SJEPL, an associate company, to hold together with its associates and/or affiliates, other sponsors/shareholders, the management and control, up to the final settlement date of facility given.

5. The Company has long term strategic Investments in shares of Simplex Infrastructures Libya Joint Venture Company (Simplex Libya), a subsidiary Company located in Libya. The year-end book value of which is Rs. 387 (2015 Rs. 387) (Note 14) and its year-end exposure in “Other Current Assets” [arising from sale of some plant & equipments referred to in paragraph below] (Note 22) and short term loans & advances (Note 21) due from Simplex Libya amounting to Rs. 1,576 (2015 Rs. 1,481) and Rs. 446 (2015 Rs. 440) respectively.

Though the political situation in Libya is expected to improve but on the basis of accounting prudence, the Company has made full provision during the year against aforesaid Investments and Short-term Loans and Advances.

The Management''s Representatives have carried out a physical inspection of Simplex Libya''s aforesaid plant and equipments in May 2016 and Management has plan to bring back these items to some other locations of the Company at the earliest upon further improvement of the political situation in Libya and accordingly the Company expects that aforesaid Other Current Assets balance would be recovered.

In view of the foregoing, Management is of view that the above Other Current Assets balance is recoverable and no provision in this regard is required to be made at this stage.

6. (a) The Company has entered into non-cancellable operating lease for office, warehouses and employee accommodation. Terms of the lease include renewal of the lease period at the end of the non - cancellable period, increase in rent in future periods, etc. The obligation for non-cancellable operating lease is Rs. 46 (2015: Rs. 289) payable within one year and Rs. Nil (2015: Rs. 1,157) payable later than one year but not later than five years and payable after five years Rs. Nil (2015: Rs. 892) as on 31st March, 2016.

(b) The Company has entered into cancellable operating lease for office, warehouses, employee accommodation and equipments. Tenure of leases generally vary between 6 months to 3 years. Terms of the lease include operating term for renewal, terms of cancellation, etc.

(c) Lease payments in respect of (a) and (b) above are recognized in the Statement of Profit and Loss under the heads ''Rent'' and ‘Equipment Hire Charges’ in Note 29.

7. On implementation of Income Computation and Disclosure Standard (ICDS) with effect from 1st April 2015, certain claims of deductions and exemptions have been allegedly withdrawn effective from the Financial Year 2015-16.

Based on a legal opinion obtained by the Company, withdrawal of aforesaid claims of deductions and exemptions are not tenable and there is a good case on merit, the Company has filed a Writ Petition in the Hon''ble High Court at Calcutta challenging the validity of the alleged provisions of ICDS as aforesaid, the outcome of which is awaited. Pending judicial resolution of the matter, the impact of such purported provisions of ICDS has not been considered necessary for computation of tax expenses in these financial statements.

8. Previous year’s figures are reclassified, where necessary, to conform to the current year’s classification. Signatures to Notes 1 to 51


Mar 31, 2014

Not Available.


Mar 31, 2013

31st March, 2013 31st March, 2012

1. CONTINGENT LIABILITIES:

1.1 Claims against the company not acknowledged as debts

a) Interest (others) 6 6

b) Professional Tax 4 4

c) Sales Tax / Value Added Tax 9,163 5,046

d) Entry Tax 443 446

e) Excise Duty 150 150

f) Income Tax [Also refer item (h) below] 339 40

g) Service Tax [Also refer item (i) below] 2,300 514

h) The Company claimed certain deduction under the provision of the Income-tax Act,1961 up to the Assessment Year 2009-10. In respect of the Assessment Years 2005-06 to 2008-09 the deduction was disallowed by the Income Tax Authorities and for those Assessment Years, the Company''s appeals are currently pending before the said appellate authorities. However, on the basis of legal opinion obtained, the Company being eligible to such benefit, has challenged the issue by a writ petition before the Hon''ble Calcutta High Court and obtained interim stay order from the said High Court restraining the Tax Authorities from enforcing any demand against the Company. In the mean time on the basis of direction of the Hon''ble Supreme Court, the case has been transferred to Hon''ble Bombay High Court for hearing with other similar cases where the matter is pending. The estimated tax impact in this regard is Rs.1,597 (2012: Rs.1,597).

i) Show-cause cum demand notices for Rs.9,892 (2012: Rs.9,892) on certain matter relating to Service Tax issued by the concerned Tax Authorities in Kolkata during previous years have been challenged by the Company by writ petitions currently pending before the Hon''ble Calcutta High Court. Further, show-cause cum demand notices aggregating Rs.1,585 (2012: Rs.1,585) on similar matter relating to Service Tax issued by the concerned Tax Authorities in Delhi during previous years have also been challenged by the Company before the Hon''ble Delhi High Court. According to a legal opinion obtained in this regard, the contention of the Tax Authorities and consequent demand of Service Tax is not valid in law. Based on the aforesaid legal opinion the management is of the view that the disputed tax amount, though not admitted, in this regard should not exceed Rs.1,057 (2012: Rs.1,057).

30.3 In respect of the contingent liabilities mentioned in Note 30.1 above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters mentioned in Note 30.2 above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees. The Company does not expect any reimbursements in respect of the above contingent liabilities, other than the matter set out in Note 30.2 (i)(b) above.

d) Other Commitments

i) Pursuant to an Assignment Agreement dated 15th November, 2011, the Company along with Simplex Infra Development Limited (SIDL), a subsidiary has undertaken to acquire the right to subscribe to 8% of the equity share capital of Shree Jagannath Expressways Private Limited (SJEPL), an associate company from another shareholder of SJEPL at an agreed consideration and the related commitment outstanding at the year end is Rs.Nil (2012: Rs.1,500).

ii) The Company has given, inter alia, the following undertakings in respect of Non-current Investments :

(a) To National Highways Authority of India, to hold together with its associates, other sponsors/shareholders, not less than 26% of the issued and paid up equity share capital in Shree Jagannath Expressways Private Limited (SJEPL), an associate company, during construction period of the project being executed by SJEPL and two years thereafter. As at 31st March, 2013, the Company singly holds 2,600 (2012: 2,600) equity shares of Rs.10/- each fully paid up of SJEPL (Note 14) representing 0.002% (2012: 0.003%) of the total paid up equity share capital of SJEPL.

(b) To National Highways Authority of India, to invest and maintain at all times either by itself and/or through its associates/subsidiaries/affiliates together with its other sponsors/shareholders, not less than 51% of the issued and paid up equity share capital of Maa Durga Expressways Private Limited (MDEPL), a subsidiary company, during construction period of the project being executed by MDEPL and two years thereafter. As at 31st March, 2013, the Company holds 10,000 (2012: 9,999) equity shares of Rs.10/- each fully paid up of MDEPL (Note 14) representing 0.10% (2012: 99.99%) of the total paid up equity share capital of MDEPL.

(c) To Long Term Transmission Customers, to hold together with its other sponsors/shareholders, not less than 51% in the issued and paid up equity share capital of Raichur Sholapur Transmission Company Limited (RSTCL), an associate company, up to a period of two years after Commercial Operation Date of the project being executed by RSTCL and not less than 26% in the issued and paid up equity share capital of RSTCL for a period of three years thereafter. As at 31st March, 2013, the Company holds 1,59,98,400 (2012: 6,977,692) equity shares of Rs.10/- each fully paid up of RSTCL (Note 14) representing 33.33% (2012: 33.33%) of the total paid up equity share capital of RSTCL.

(d) To National Highways Authority of India, to invest and maintain at all times either by itself and/or through its associates/subsidiaries/affiliates together with its other sponsors/shareholders, not less than 51% of the issued and paid up equity share capital of Jaintia Highway Private Limited (JHPL), a subsidiary company, during construction period of the project being executed by JHPL and two years thereafter. As at 31st March,2013, the Company holds 10,000 (2012: Nil) equity shares of Rs.10/- each fully paid up of JHPL (Note 14) representing 0.28% (2012: Nil) of the total paid up equity share capital of JHPL.

(e) To the lender of RSTCL, an associate company, to hold together with its other sponsors/shareholders, at least 51% of issued and paid up equity share capital, up to the final settlement date of facility given.

(f) To the lender of SJEPL, an associate company, to hold together with its associates and/or affiliates, other sponsors/shareholders, the management and control, up to the final settlement date of facility given.

(g) To the lender of MDEPL, a subsidiary company, to hold and continue to hold at all times either by itself and/or through its associates/subsidiaries/affiliates, together with its other sponsors/shareholders, at least 51% of the issued and paid up equity share capital, up to the final settlement date of facility given.

(h) To the lender of JHPL, a subsidiary company, to hold and continue to hold at all times either by itself and/or through its associates/subsidiaries/affiliates, together with its other sponsors/shareholders, at least 51% of the issued and paid up equity share capital, up to the final settlement date of facility given.

2. The Company has long term strategic investments in shares of Simplex Infrastructures Libya Joint Venture Co.(Simplex Libya), a subsidiary company, located in Libya with the Company''s ownership interest being 65%, the year-end book value of which is Rs.387 (2012: Rs.387) (Note 14). Further year end Other Current Asset - considered good (Note 22) and Short term Loans and Advances - considered good (Note 21) includes Rs.1,292 (2012: Rs.1,210) and Rs.401 (2012: Rs.395) respectively due from Simplex Libya.

The current political situation in Libya, although improved to some extent compared to the previous year, has not yet been fully normalized and consequently complete information relating to Simplex Libya are not available and audit of the financial statements for the year 2012-13 of Simplex Libya could not be carried out. However, as per the financial statements for the year 2012-13 of Simplex Libya as prepared by the Management, its year-end net worth has been eroded.

Upon further improvement of the political situation and indications of resumption of business activities, the Company will make a detailed review of the situation to evaluate business possibilities and assess recoverability of its total exposure as aforesaid.

Pending such review/assessment and considering gradual improvement in political situation and long term strategic business interest, in the opinion of the Company, no adjustment to the carrying amounts of investments in and receivables from Simplex Libya is considered necessary at this stage.

3. (a) The Company has entered into non-cancellable operating lease for office, warehouses and employee accommodation.

Terms of the lease include renewal of the lease period at the end of the non - cancellable period, increase in rent in future periods, etc. The obligation for non-cancellable operating lease is Rs.624 (2012: Rs.988) payable within one year and Rs.1,017 (2012: Rs.1,072) payable later than one year but not later than five years and payable after five years Rs.1,447 (2012: Rs.1,460) as on 31st March, 2013.

(b) The Company has entered into cancellable operating lease for office, warehouses, employee accommodation and equipments. Tenure of leases generally vary between 6 months to 3 years. Terms of the lease include operating term for renewal, terms of cancellation, etc.

(c) Lease payments in respect of (a) and (b) above are recognised in the Statement of Profit and Loss under the heads ''Rent'' and ''Equipment Hire Charges'' in Note 29.

4.OTHER NON-CURRENT ASSETS - TOOLS

Tools represent various construction accessories which are expected to be used in construction over a period beyond normal operating cycle.

These are initially recorded at cost and carried thereafter at below cost after considering write-off based on their usage.

5.SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH,2013

The Company considers business segment as primary segment for disclosure of segment information. Business segments have been identified as Construction business and Others which include income from oil drilling services, wind mill, real estate and hire of plant and equipment including oil drilling rig.

6. Previous year''s figures are reclassified, where necessary, to conform to the current year''s classification.


Mar 31, 2012

(a) Rights, preferences and restrictions attached to shares

The Company has one class of equity shares having a par value of Rs.2/- per share. Each shareholder is eligible for one vote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuing Annual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receive the remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

(a) Created out of Surplus in Profit and Loss Statement for meeting future contingencies, if any.

(b) Represents a free reserve and is not meant for meeting any specific Liability, contingency or commitment.

1. LONG-TERM BORROWINGS (contd.)

a) Rupee Term Loans from Banks

i) Term Loans from a Bank Rs.10 (2011: Rs.Nil) are secured by way of hypothecation/charge of the assets financed. Repayable along with Interest of 10.53% p.a ( as on 31.03.2012) in 53 Monthly Instalments.

ii) Term Loans from a Bank Rs.184 (2011: Rs.11) are secured by way of hypothecation/charge of the assets financed. Repayable along with Interest ranging from 8.50% to 11.00% p.a ( as on 31.03.2012) in Monthly Instalments ranging from 40 to 60 numbers.

iii) Term Loan from a Bank Rs.62 (2011: Rs. Nil) are secured by way of hypothecation/charge of the assets financed. Repayable along with Interest ranging from 10.69% to 10.89% p.a ( as on 31.03.2012) in Monthly Instalments ranging from 58 to 60 numbers.

iv) Term Loan from a Bank Rs.Nil (2011: Rs.844) are secured by an exclusive charge on assets to be acquired out of the loan i.e. Construction Equipment/Assets Purchased out of said loans. Repayable along with Interest of Base Rate 2.25% ( as on 31.03.2012) in 3 Quarterly Instalments. Covered by personal guarantee of Chairman and Managing Director of the Company.

v) Term Loan from a Bank Rs.1,112 (2011: Rs. Nil) are secured by an exclusive charge on assets purchased with the loan fund. Repayable along with Interest of Base Rate ( as on 31.03.2012) in 16 Quarterly Instalments.

vi) Term Loan from a Bank Rs.1,839 (2011: Rs. 1,499) are secured by an exclusive charge on assets purchased out of said loans. Repayable along with Interest of Base Rate 1.25% ( as on 31.03.2012) in 16 Quarterly Instalments .

b) Foreign Currency Term Loans from Banks

i) Foreign Currency Term Loan from a Bank Rs.4,834 (2011: Rs. Nil) are secured by an exclusive charge over Moveable Fixed Assets purchased out of said loans. Repayable along with Interest of 6 month USD LIBOR 1.9% p.a. (as on 31.03.2012) in 12 Half Yearly Instalments.

ii) Foreign Currency Term Loan from a Bank Rs.379 (2011: Rs. 1,246) are secured by an exclusive charge on specific assets . Repayable along with Interest of 6 month JPY LIBOR 1.35% p.a. (as on 31.03.2012) in 5 Quarterly Instalments.

c) Term Loans from Financial Companies

i) Rupee Term Loan from a Financial Company Rs.Nil (2011: Rs.3) are secured by an exclusive charge on specific assets purchased out of said loans. Repayable along with Interest of 11 % p.a. (as on 31.03.2012) in 4 Quarterly Instalments.

ii) Rupee Term Loan from a Financial Company Rs.Nil (2011: Rs.99) are secured by an exclusive charge on specific assets purchased out of said loans. Repayable along with Interest of 11.50 % p.a. (as on 31.03.2012) in 3 Quarterly Instalments.

iii) Rupee Term Loan from a Financial Company Rs.317 (2011: Rs.409) are secured by an exclusive charge on specific assets purchased out of said loans. Repayable along with Interest of 10 % p.a. (as on 31.03.2012) in 46 Monthly Instalments.

d) Rupee Term Loans from Banks

Term Loans from a Bank Rs.56 (2011: Rs. 72) repayable along with Interest ranging from 8.75% to 12% p.a.(as on 31.3.2012) in Monthly Instalments ranging from 4 to 56 numbers.

e) Term Loan from Financial Company

Rupee Term Loan from a Financial Company Rs.Nil (2011: Rs.3) repayable along with Interest of 11% p.a. (as on 31.3.2012) in 4 Quarterly Instalments.

f) Outstanding balances of loans as indicated in (a) to (e) above are exclusive of current maturities of such loans as disclosed in Note 10.

2. SHORT-TERM BORROWINGS (contd.)

a) Rupee Term Loans from Banks Term Loans from Banks Rs. 4,427 (2011 : Rs. 7,125 ) are secured by an exclusive charge on assets acquired out of the said loans. Out of the above, Term Loan from a Bank Rs. 803 (2011 : Rs.2,179) are also covered by personal guarantee of Chairman and Managing Director of the Company.

b) Foreign Currency Term Loans from Banks i) Foreign Currency Term Loan from a Bank Rs.3,831 (2011: Rs.1,671) are secured by an exclusive charge on Specific assets.

ii) Foreign Currency Term Loan from a Bank Rs.2,633 (2011: Rs.2,308) are secured by way of security as recited in (d)(i) below.

iii) Foreign Currency Term Loan from Banks Rs.Nil (2011: Rs.884) are secured by assignment of receivables at overseas branches.

c) Rupee Term Loans from Financial Companies Rupee Term Loans from Financial Companies Rs.3,514 (2011: Rs.6,401) are secured/ to be secured by an exclusive hypothecation/charge on assets acquired out of the said loans.

d) Working Capital Loans repayable on demand from Banks i) Working Capital Rupee Loans from Banks Rs. 67,272 (2011: Rs.77,329) and Working Capital Foreign Currency Loans from Banks Rs. 12,713 (2011: Rs.Nil) are secured by first charge by way of hypothecation of stocks, stores, trade receivables, second charge on Plant and Equipment (other than those which are exclusively charged in favour of the respective lenders) ranking pari passu amongst the Banks on the point of security, as also by second charge on certain immovable properties by deposit of title deeds / documents in India subject to first charge created / to be created in favour of term lenders.

ii) Working Capital Foreign Currency Loans from Banks Rs.9,249 (2011: Rs.4,941) are secured by assignment of receivables at overseas branches.

(a) There are no amounts due for payment to the Investor Education and Protection Fund under section 205C of the Companies Act, 1956 as at the year-end.

a) Defined Contribution Plans.

The Company has recognised, in the Profit and Loss Statement for the year ended 31st March, 2012 an amount of Rs.493 (2011: Rs.398) as expenses under defined contribution plans.

b) Post Employment Defined Benefit Plans

i) a) Gratuity (Funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust fund managed by the Trust, make payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary (half month's salary) depending upon the tenure of service subject to a maximum limit of twenty months salary or amount payable under Payment of Gratuity Act whichever produces higher benefit. Vesting occurs upon completion of five years of service. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 1.15, based upon which, the Company makes contribution to the Gratuity fund.

b) Gratuity (Unfunded)

The Company provides for gratuity, a defined benefit retirement plan covering employees of a foreign branch. As per the scheme, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary (one month's salary) depending upon the tenure of service subject to a maximum limit of twenty month's salary. Vesting occurs upon completion of one year of service. Liabilities with regard to the unfunded Gratuity plan are determined by actuarial valuation as set out in Note 1.15.

ii) End of Service Benefit / Severance Pay [ESB/SP] (Unfunded)

The Company provides for End of Service Benefit / Severance Pay (unfunded) defined benefit retirement plans for certain foreign branches covering eligible employees. As per the schemes, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary for specified number of days (ranging from fifteen days to one month) depending upon the tenure of service (maximum limit varies from one month to twenty four months). Vesting occurs upon completion of one year of service. Liabilities with regard to the End of Service Benefit / Severance Pay Scheme are determined by actuarial valuation as set out in Note 1.15.

iii) Leave Encashment Scheme [LES] (Unfunded)

The Company provides for accumulated leave benefit for eligible employees payable at the time of retirement of service subject to maximum of ninety / one hundred twenty days and in case of foreign branches actual number of days outstanding based on last drawn salary. Liabilities with regard to leave encashment scheme are determined by actuarial valuation as set out in Note 1.15.

iv) Provident Fund (contd.)

Unlike in earlier years, the Actuary has carried out actuarial valuation of interest rate guarantee obligations as at the balance sheet date using Deterministic Approach as outlined in the Guidance Note 29 issued by the Institute of Actuaries of India. Based on such valuation, there is no future anticipated shortfall with regard to interest rate guarantee obligation of the Company as at the balance sheet date. Further during the year, the Company's contribution of Rs.523 (2011: Rs.399) to the Provident Fund Trust, has been expensed under "Contribution to Provident and Other Funds". Disclosures given hereunder are restricted to the information available as per the Actuary's report.

31st March, 2012 31st March, 2011

3. CONTINGENT LIABILITIES:

3.1 Claims against the company not acknowledged as debts

a) Interest (others) 6 6

b) Professional Tax 4 4

c) Sales Tax / Value Added Tax 5,046 2,606

d) Entry Tax 446 161

e) Excise Duty 150 -

f) Income Tax [Also refer item (h) below] 40 40

g) Service Tax [Also refer item (i) below] 514 759

3.1 Claims against the company not acknowledged as debts (contd.)

h) The Company claimed certain deduction under the provision of the Income-tax Act,1961 upto the Assessment Year 2009-10. In respect of the Assessment Years 2005-06 to 2008-09 the deduction was disallowed by the Income Tax Authorities and for those Assessment Years, the Company's appeals are currently pending before the said appellate authorities. However, on the basis of legal opinion obtained, the Company being eligible to such benefit, has challenged the issue by a writ petition before the Hon'ble Calcutta High Court and obtained interim stay order from the said High Court restraining the Tax Authorities from enforcing any demand against the Company. In the mean time on the basis of direction of the Hon'ble Supreme Court, the case has been transferred to Hon'ble Bombay High Court for hearing with other similar cases where the matter is pending. The estimated tax impact in this regard is Rs.1,597 (2011: Rs.1,597).

i) Show-cause cum demand notices for Rs.9,892 (2011: Rs.9,892) on certain matter relating to Service Tax issued by the concerned Tax Authorities in Kolkata during previous years have been challenged by the Company by writ petitions currently pending before the Hon'ble Calcutta High Court. Further, show-cause cum demand notices aggregating Rs.1,585 (2011: Rs.1,689) on similar matter relating to Service Tax issued by the concerned Tax Authorities in Delhi during previous years have also been challenged by the Company before the Hon'ble Delhi High Court. According to a legal opinion obtained in this regard, the contention of the Tax Authorities and consequent demand of Service Tax is not valid in law. Based on the aforesaid legal opinion the management is of the view that the disputed tax amount, though not admitted, in this regard should not exceed Rs.1,057 (2011: Rs.1,065).

3.2 In respect of the contingent liabilities mentioned in Note 30.1 above, pending resolution of the respective proceedings, it is not practicable for the Company to estimate the timings of cash outflows, if any. In respect of matters mentioned in Note 30.2 above, the cash outflows, if any, could generally occur during the validity period of the respective guarantees. The Company does not expect any reimbursements in respect of the above contingent liabilities.

4. COMMITMENTS (contd.)

c) Other Commitments

i) Pursuant to an Assignment Agreement dated 15th November, 2011, the Company along with Simplex Infra Development Limited (SIDL), a subsidiary has undertaken to acquire the right to subscribe to 8% of the equity share capital of Shree Jagannath Expressways Private Limited (SJEPL), an associate company from another shareholder of SJEPL at an agreed consideration and the related commitment outstanding at the year end is Rs.1,500 (2011: Rs. Nil).

ii) The Company has given, inter alia, the following undertakings in respect of Non-current Investments :

(a) To National Highways Authority of India, to hold together with its associates, not less than 26% of the issued and paid up equity share capital in Shree Jagannath Expressways Private Limited (SJEPL), an associate company, during construction period of the project being executed by SJEPL and two years thereafter. As at 31st March, 2012, the Company singly holds 2,600 (2011: 2,600) equity shares of Rs.10/- each fully paid up of SJEPL (Note 14) representing 0.003% (2011: 0.013%) of the total paid up equity share capital of SJEPL.

(b) To National Highways Authority of India, to invest and maintain at all times either by itself and/or through its associates/subsidiaries/affiliates not less than 51% of the issued and paid up equity share capital of Maa Durga Expressways Private Limited (MDEPL), a subsidiary company, during construction period of the project being executed by MDEPL and two years thereafter. As at 31st March, 2012, the Company holds 9,999 (2011: Nil) equity shares of Rs.10/- each fully paid up of MDEPL (Note 14) representing 99.99% (2011: Nil) of the total paid up equity share capital of MDEPL.

(c) To Long Term Transmission Customers, to hold together with its consortium members, not less than 51% in the issued and paid up equity share capital of Raichur Sholapur Transmission Company Limited (RSTCL), an associate company, up to a period of two years after Commercial Operation Date of the project being executed by RSTCL and not less than 26% in the issued and paid up equity share capital of RSTCL for a period of three years thereafter. As at 31st March, 2012, the Company holds 6,977,692 (2011: 16,665) equity shares of Rs.10/- each fully paid up of RSTCL (Note 14) representing 33.33% (2011: 33.33%) of the total paid up equity share capital of RSTCL.

5. The Company has long term strategic investments in shares of Simplex Infrastructure Libya Joint Venture Co.(Simplex Libya), a subsidiary company, located in Libya with the Company's ownership interest being 65%, the year end book value of which is Rs.387 (2011: Rs.387) (Note 14). Further year end Other Current Asset - considered good (Note 22) and Short term Loans and Advances - considered good (Note 21) includes Rs.1,210 (2011: Rs.1059) and Rs.395 (2011: Rs.385) respectively due from Simplex Libya.

In view of current political crisis and unrest prevailing in Libya, and consequential stoppage of business activities, complete information relating to Simplex Libya are not available and audit of the financial statements for the year 2011- 12 of Simplex Libya could not be carried out. However, as per the financial statements for the year 2011-12 of Simplex Libya as prepared by the Management, its year end net worth has been eroded .

After the improvement of the political situation in Libya and upon resuming business activities, the Company will be in a position to make a detailed review of the situation and assess recoverability of its total exposure as aforesaid.

Pending such review/assessment and considering the long term strategic business interest, in the opinion of the Company, no adjustment to the carrying amounts of investments in and receivables from Simplex Libya is considered necessary at this stage .

6. (a) The Company has entered into non-cancellable operating lease for office, warehouses and employee accommodation. Terms of the lease include renewal of the lease period at the end of the non - cancellable period, increase in rent in future periods, etc. The obligation for non-cancellable operating lease is Rs.988 (2011: Rs.919) payable within one year and Rs.1,072 (2011: Rs.978) payable later than one year but not later than five years and payable after five years Rs.1,460 (2011: Rs.1,489) as on 31st March, 2012.

(b) The Company has entered into cancellable operating lease for office, warehouses, employee accommodation and equipments. Tenure of leases generally vary between 6 months to 3 years. Terms of the lease include operating term for renewal, terms of cancellation, etc.

(c) Lease payments in respect of (a) and (b) above are recognised in the Profit and Loss Statement under the heads 'Rent' and 'Equipment Hire Charges' in Note 29.

7. OTHER NON-CURRENT ASSETS - TOOLS

Tools represent various construction accessories which are expected to be used in construction over a period beyond normal operating cycle.

These are initially recorded at cost and carried thereafter at below cost after considering write-off based on their usage.

8. SEGMENT INFORMATION FOR THE YEAR ENDED 31ST MARCH,2012

The Company considers business segment as primary segment for disclosure of segment information. Business segments have been identified as Construction business and Others which include income from wind mill, real estate and hire of plant and equipment including oil drilling rig.

9. The financial statements for the year ended March 31, 2011 had been prepared as per the then applicable, pre-revised Schedule VI to the Companies Act,1956. Consequent to the notification of Revised Schedule VI under the Companies Act,1956, the financial statements for the year ended March 31, 2012 are prepared as per Revised Schedule VI. Accordingly, the previous year figures have also been reclassified to conform to this year's classification. The adoption of Revised Schedule VI for previous year figures does not impact recognition and measurement principles followed for preparation of financial statements.

Signatures to Notes 1 to 51


Mar 31, 2011

1. (a) There are outstanding guarantees given by Banks amounting to Rs.28,688,807 (2010 - Rs.23,123,527). (b) Bills discounted with Banks Rs.2,989 (2010 - Rs.51,443).

2. (a) Te Company has entered into non-cancellable operating lease for office, warehouses and employee accommodation. The obligation for non-cancellable operating lease is Rs.91,926 (2010 - Rs.78,935) payable within one year and Rs.97,767 (2010 - Rs.114,339) payable later than one year but not later than five years and payable after five years Rs.148,869 (2010 - Rs.170,858) as on 31st March 2011. Rental expenses towards non-cancellable operating lease charged to the Profit and Loss Account for the year amounts to Rs.143,509 (2010 - Rs.212,704).

(b) The Company has entered into cancellable operating leases for office, warehouses and employee accommodation. Tenure of leases generally vary between 1 to 3 years. Terms of the lease include operating term for renewal, terms of cancellation, etc.. Related lease rentals aggregating Rs.59,723 (2010 - Rs.54,756) have been debited to the Profit and Loss Account during the year.

3. Contingent Liabilities:

31st March, 2011 31st March, 2010

a) Claims not acknowledged as Debts Interest (others) 600 600

Professional Tax 434 434

b) Uncalled liability on partly paid shares 100 100

c) Sales Tax / Value Added Tax 260,582 261,699

d) Entry Tax 16,051 1,387

e) Income Tax [Also refer item (g) below] 3,990 3,990

f) Service Tax [Also refer item (h) below] 75,929 46,012

g) The Company claimed certain deduction under the provision of the Income-tax Act,1961 up to the Assessment year 2009-10. In respect of the Assessment Years 2005-06 to 2008-09 the deduction was disallowed by the Income Tax Authorities and for those Assessment Years, the Company's appeals are currently pending before the said appellate authorities. However, on the basis of legal opinion obtained, the Company being eligible to such Benefit, has challenged the issue by a writ petition before the Hon'ble Calcutta High Court and obtained interim stay order from the said High Court restraining the Tax Authorities from enforcing any demand against the Company. In the meantime on the basis of direction of the Hon'ble Supreme Court, the case has been transferred to Hon'ble Bombay High Court for hearing with other similar cases where the matter is pending. The estimated tax impact in this regard is Rs.159,692 (2010 - Rs.256,594).

h) Show-cause cum demands aggregating for Rs.989,237 (2010 - Rs.989,237) on certain matters relating to Service Tax issued by the concerned Tax Authorities in Kolkata during previous years have been challenged by the Company by writ petitions currently pending before the Hon'ble Calcutta High Court. Further, show- cause cum demand aggregating Rs.148,091 (2010 - Rs.66,943) and for Rs.20,779 (2010 - Rs.81,148) on similar matters relating to Service Tax issued by the concerned tax authorities in Delhi during previous years and current year respectively have also been challenged/is being challenged by the Company before the Hon'ble Delhi High Court. According to a legal opinion obtained in this regard, the contention of the Tax

Authorities and consequent demand of Service Tax are not valid in law. Based on the aforesaid legal opinion the management is of the view that the disputed tax amount, though not admitted, in this regard should not exceed Rs.106,523 (2010 - Rs.102,199).

4. Capital commitments not provided for Rs.277,122 (Net of advance) (2010 – Rs.207,137).

5. Year-end exchange fluctuation loss of Rs.73,411 (2010 - Rs.60,972) pertaining to a foreign currency loan, which is fully hedged by derivative contracts with a year-end mark to market gain of Rs.77,586 (2010 - Rs.80,149), has not been provided for as according to management the loan is fully hedged and the aforesaid loss / gain are notional in nature.

6. The Company has long term strategic investments in shares of Simplex Infrastructures Libya Joint Venture Co. (Simplex Libya), a subsidiary company, located in Libya with the Company's ownership interest being 65%, the year end book value of which is Rs.38,688 (Schedule 6). Further year end Sundry Debtors - considered good (Schedule 8) and Advance to Subsidiaries - considered good (Schedule 11) includes Rs.105,942 and Rs.38,507 respectively due from Simplex Libya.

In view of current political crisis and unrest prevailing in Libya, and consequential stoppage of business activities, complete information relating to Simplex Libya are not available and audit of the financial statements for the year 2010-11 of Simplex Libya could not be carried out. However, as per the financial statements for the year 2010-11 of Simplex Libya as prepared by the Management, its year end net worth has been substantially eroded.

After the improvement of the political situation in Libya and upon resuming business activities, the Company will be in a position to make a detailed review of the situation and assess recoverability of its total exposure as aforesaid.

Pending such review/assessment and considering the long term strategic business interest, in the opinion of the Company, no adjustment to the carrying amounts of investments in and receivables from Simplex Libya is considered necessary at this stage.

7. EMPLOYEE BENEFITS.

a) In terms of the Guidance on implementing Accounting Standard (AS) 15 on Employee Benefits issued by the Accounting Standard Board of the Institute of Chartered Accountants of India, a Provident Fund set up by the Company is treated as a defined benefit plan in view of the Company's obligation to meet interest shortfall, if any. However, there is no such interest shortfall at the year end. According to the management on the basis of consultation with an actuary, actuarial valuation cannot be applied reliably to measure provident fund liabilities as at the year end in the absence of any guidance from the Actuarial Society of India. Accordingly, complete information required to be considered as per AS 15 in this regard are not available and the same could not be disclosed. During the year, the Company has contributed Rs.39,928 (2010 - Rs.33,633) to the Provident Fund.

b) defined Contribution Plans.

The Company has recognised, in the Profit and Loss Account for the year ended 31st March, 2011 an amount of Rs.39,755 (2010 - Rs.31,768) as expenses under defined contribution plans.

c) Post Employment defined benefit Plans i) a) Gratuity (Funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust fund managed by the Trust, make payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary (half month's salary) depending upon the tenure of service subject to a maximum limit of twenty months salary or amount payable under Payment of Gratuity Act whichever produces higher Benefit. Vesting occurs upon completion of five years of service. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 1(k) above, based upon which, the Company makes contribution to the Gratuity fund.

b) Gratuity (Unfunded)

The Company provides for gratuity, a defined benefit retirement plan covering employees of a foreign branch. As per the scheme, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary (one month's salary) depending upon the tenure of service subject to a maximum limit of twenty month's salary. Vesting occurs upon completion of one year of service. Liabilities with regard to the unfunded Gratuity plan are determined by actuarial valuation as set out in Note 1(k) above.

ii) End of Service benefit / Severance Pay [ESB/SP] (Unfunded)

The Company provides for End of Service benefit / Severance Pay (unfunded) defined benefit retirement plans for certain foreign branches covering eligible employees. As per the schemes, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employee's eligible salary for specified number of days (ranging from fifteen days to one month) depending upon the tenure of service (maximum limit varies from one month to twenty four months). Vesting occurs upon completion of one year of service. Liabilities with regard to the End of Service benefit / Severance Pay Scheme are determined by actuarial valuation as set out in Note 1(k) above.

iii) Leave Encashment Scheme [LES] (Unfunded)

The Company provides for accumulated leave benefit for eligible employees payable at the time of retirement of service subject to maximum of ninety / one hundred twenty days and in case of foreign branches actual number of days outstanding based on last drawn salary.

8. a) Repairs and renewals under Schedule 14 comprises Repairs to Machinery Rs.10,508 (2010 - Rs.5,478) and Repairs Others Rs.14,312 (2010 - Rs.10,044).

b) Other Expenses under Schedule 14 includes Rent Rs.536,946 (2010 - Rs.503,417), Equipment Hire Charges Rs.1,957,684 (2010 - Rs.1,443,299), Insurance Rs.6,541 (2010 - Rs.3,092), Staff Welfare Expenses Rs.90,973 (2010 - Rs.57,099), Repairs to Machinery Rs.189,174 (2010 - Rs.161,604) and Repairs Others Rs.44,099 (2010 - Rs.20,209).

c) Expenses on Power and Fuel Rs.1,373,876 (2010 - Rs.1,097,680) included in Stores Consumed and Other Expenses under Schedule 14.

d) Miscellaneous Expenses under Schedule 17 include Derivative loss of Rs.2,939 (2010 - Rs.4,302).

9. Work in Progress include Salaries and Wages (including amount paid / payable to Sub-contractors) Rs.262,827 (2010 - Rs.50,266) and rent Rs.12,458 ; (2010 - Rs.2,936).

10. MAT Credit Entitlement of Rs.179,022 (2010 - Rs. Nil), recognised in these accounts, relates to an earlier year which has since been allowed to be carried forward by the Income Tax authorities after completion of assessment.

11. Loans and Advances include the amount due from an officer of the Company Rs.790 (2010 - Rs.Nil) [Maximum Balance due at any time during the year Rs.1,000 (2010 - Rs.Nil)]

12. Previous year's figures are rearranged / regrouped, where necessary, to make the same comparable with the current year's figures.


Mar 31, 2010

1. (a) There are outstanding guarantees given by Banks amounting to Rs.23,127,527 (2009 - Rs.20,863,115). The above guarantees are secured by the security as recited under Working Capital Loans from Banks in Schedule 3. (b) Bills discounted with Banks Rs. 51,443 (2009, Rs. Nil).

2. Obligations under Finance Lease arrangements:

The Company acquired Vehicles, Plant and Machineries and Tools under Finance Lease/ Hire Purchase Scheme. Minimum lease payments outstanding as at 31st March,2010 in respect of these assets are as under:

3. (a) The Company has entered into non-cancellable operating lease for office, warehouses and employee accommodation.

The obligation for non-cancellable operating lease is Rs.78,935 (2009 - Rs.99,778) payable within one year and Rs.114,339 (2009 - Rs.178,382) payable later than one year but not later than five years and payable after five years Rs.170,858 (2009 - Rs.206,369) as on 31st March 2010. Rental expenses towards non-cancellable operating lease charged to the Profit and Loss Account for the year amounts to Rs.212,704 (2009 - Rs.112,490).

(b) The Company has entered into cancellable operating lease for office, warehouses and employee accommodation. Tenure of leases generally vary between 1 to 3 years. Terms of the lease include operating term for renewal, terms of cancellation, etc.. Related lease rentals aggregating Rs.54,756 ( 2009 - Rs.53,448) have been debited to Profit and Loss Account during the year.

4. Contingent Liabilities:

31st March, 2010 31st March, 2009 a) Claims not acknowledged as Debts Interest (others) 600 600 Professional Tax 434 434

b) Uncalled liability on partly paid shares 100 100

c) Sales Ta x / Value Added Tax 261,699 32,268

d) Entry Tax 1,387 1,387

e) Income Ta x [Also refer item (g) below] 3,990 3,990

f) Service Ta x [Also refer item (h) below]46,012 -

g) The Company claimed certain deduction under the provision of the Income-tax Act,1961 upto the Assessment year 2009-10. In respect of the Assessment Years 2005-06 to 2008-09 the deduction was disallowed by the Income Ta x Authorities and for those Assessment Years, the Companys appeals are currently pending before the said appellate authorities. However, on the basis of legal opinion obtained, the Company being eligible to such benefit, has challenged the issue by a writ petition before the Honble Calcutta High Court and obtained interim stay order from the said High Court restraining the Tax Authorities from enforcing any demand against the Company. In the mean time on the basis of direction of the Honble Supreme Court, the case has been transferred to Honble Bombay High Court for hearing with other similar cases where the matter is pending. The estimated tax impact in this regard is Rs.256,594 (2009 - Rs.310,604).

h) Show-cause cum demand notices for Rs.591,571(2009 - Rs.591,571) and Rs.397,665 (2009 - Rs.Nil) on certain matter relating to Service Ta x issued by the concerned Ta x Authorities in Kolkata during previous years and current year respectively have been challenged by the Company by writ petitions currently pending before the Honble Calcutta High Court. Further, show-cause notices for Rs.66,943 (2009 - Rs.66,943) and Rs.81,148 (2009 - Rs.Nil) on similar matter relating to Service Ta x issued by the concerned tax authorities in Delhi during previous year and current year respectively has also been challenged/is being challenged by the Company before the Honble Delhi High Court. According to a legal opinion obtained in this regard, the contention of the Tax Authorities and consequent demand of Service Tax is not valid in law. Based on the aforesaid legal opinion the management is of the view that even in case of an adverse decision, tax impact in this regard should not exceed Rs.102,199 (2009 - Rs.63,464).

5. Capital commitments not provided for Rs.207,137 (Net of advance) (2009 – Rs.88,371).

6. Year-end exchange fluctuation loss of Rs.60,972 (2009 - Rs.113,664) pertaining to a foreign currency loan, which is fully hedged by derivative contracts with a year-end mark to market gain of Rs.80,149 (2009 - Rs.139,582), has not been provided for as according to management the loan is fully hedged and the aforesaid loss / gain are notional in nature.

7.On 4 October 2007, the Company had allotted 5,500,000 warrants at a price of Rs.401/- per warrant to a promoter group company, in accordance with Section 81 (1A) of the Companies Act, 1956 and Chapter XIII of Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. Each warrant was convertible into one Equity Share of nominal value of Rs.2/- each at a price of Rs.401/- per share at the option of the warrant holder within eighteen months from the date of allotment in accordance with relevant SEBI Guidelines. Such option was exercised by the allottee company during 2007-2008 with regard to 200,000 warrants only and accordingly at the expiry of the aforesaid stipulated time-frame the remaining 5,300,000 warrants stood lapsed and were cancelled by forfeiting the amount of Rs.212,530 received in earlier years against issue of those warrants by crediting Capital Reserve Account.

8.EMPLOYEE BENEFITS.

a) In terms of the Guidance on implementing Accounting Standard (AS) 15 on Employee Benefits issued by the Accounting Standard Board of the Institute of Chartered Accountants of India, a Provident Fund set up by the Company is treated as a defined benefit plan in view of the Companys obligation to meet interest shortfall, if any. However, there is no such interest shortfall at the year end. According to the management on the basis of consultation with an actuary, actuarial valuation cannot be applied reliably to measure provident fund liabilities as at the year end in the absence of any guidance from the Actuarial Society of India. Accordingly, complete information required to be considered as per AS 15 in this regard are not available and the same could not be disclosed. During the year, the Company has contributed Rs.33,633 ( 2009 - Rs.33,029) to the Provident Fund.

b) Defined Contribution Plans.

The Company has recognised, in the Profit and Loss Account for the year ended 31st March, 2010 an amount of Rs.31,768 (2009 - Rs.31,357) as expenses under defined contribution plans.

c) Post Employment Defined Benefit Plans i) Gratuity (Funded)

The Company provides for gratuity, a defined benefit retirement plan covering eligible employees. As per the scheme, the Gratuity Trust fund managed by the Trust, make payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective employees eligible salary (half months salary) depending upon the tenure of service subject to a maximum limit of twenty months salary or amount payable under Payment of Gratuity Act whichever produces higher benefit. Vesting occurs upon completion of five years of service. Liabilities with regard to the Gratuity plan are determined by actuarial valuation as set out in Note 1(k) above, based upon which, the Company makes contribution to the Gratuity fund.

ii) End of Service Benefit / Severance Pay [ESB/SP] (Unfunded)

The Company provides for End of Service Benefit / Severance Pay (unfunded) defined benefit retirement plans for certain foreign branches covering eligible employees. As per the schemes, the Company makes payment to vested employees on retirement, death, incapacitation or termination of employment, of an amount based on the respective

employees eligible salary for specified number of days (ranging from fifteen days to one month) depending upon the tenure of service (maximum limit of two years salary in case of a foreign branch). Vesting occurs upon completion of one year of service. Liabilities with regard to the End of Service benefit / Severance Pay Scheme are determined by actuarial valuation as set out in Note 1(k) above.

iii) Leave Encashment Scheme [LES] (Unfunded)

The Company provides for accumulated leave benefit for eligible employees payable at the time of retirement of service subject to maximum of ninety / one hundred twenty days and in case of foreign branches actual number of days outstanding based on last drawn salary.

9. Sundry Creditors include Rs.Nil (2009 - Rs.285 ) on account of outstanding installment dues under Finance Lease.

10. a) Other Expenses under Schedule 14 includes Rent Rs.503,417 (2009 - Rs.536,043), Equipment Hire Charges

Rs.1,443,299 (2009 - Rs.1,271,687), Insurance Rs.3,092 (2009 - Rs.19,228), Staff Welfare Expenses Rs.57,099 (2009 - Rs.60,247), Repairs to Machinery Rs.161,604 (2009 - Rs.58,492) and Repairs Others Rs.20,209 (2009 - Rs.19,504).

b) Expenses on Power and Fuel Rs.1,097,680 (2009 - Rs.1,176,605) included in Stores Consumed and Other Expenses under Schedule 14.

c) Repairs and renewals under Schedule 14 comprises of Repairs to Machinery Rs.5,478 (2009 - Rs.8,339) and Repairs Others Rs.10,044 (2009 - Rs.12,424).

d) Miscellaneous Expenses under Schedule 17 include Derivative loss of Rs.4,302 (2009 - Rs.60,244).

11. Work in Progress include Salaries and Wages (including payment to sub-contractors) Rs.50,266 (2009 - Rs.29,009) and rent Rs. 2,936 ; (2009 - Rs.1,335)

12. Segment information for the year ended 31st March, 2010

The Company considers business segment as primary segment for disclosure of segment information. Business segments have been identified as Construction business and Others which includes income from wind mill and hire of plant and equipment including oil drilling rig.

13. Previous years figures are rearranged / regrouped, where necessary, to make the same comparable with the current years figures.

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