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Directors Report of Simplex Projects Ltd.

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting the 25th Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2015.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2015 is summarized below: (Rs. in lakhs)

Year ended Year ended 31st March, 2015 31st March, 2014

Total Income 53,019.00 56,974.92

Less: Expenses 57,022.97 56,559.05

Profit / (Loss) before exceptional and extra-ordinary items (4003.97) 415.87

Exceptional Items 474.68 -

Profit before extra-ordinary items & tax (3,529.29) 415.87

Less: Provisions for Taxation (125.62) 45.12

Profit After Tax (3403.67) 370.75

Add: Balance brought forward from last year 7,877.32 7,506.51

Profit Available For Appropriation 4,425.79 7,877.32

Less: Proposed Dividend

(including tax on dividend) NIL NIL

Tax thereon NIL NIL

Transfer to General Reserve NIL NIL

Balance Profit after appropriation 4,425.79 7,877.32

OPERATIONAL PERFORMANCE

For financial year ended March 31, 2015, your Company has achieved a gross turnover of Rs. 53019.00 lakh as against Rs 56974.92 lakh for the previous period. The turnover of the Company has shown a decline of 6.94% as compared to previous year.

The Company has incurred a loss of Rs. 3529.29 lakh (after interest and depreciation charges) as against a profit of Rs. 415.87 Lakh for the previous year, thus showing a decline of Rs. 3945.16 lakh as against the previous year.

The financial year under review witnessed increase in cost of Subcontracting & Other Site Expenses and finance cost resulting in escalation in total cost. Moreover, due to competitive pressure Infrastructure development in India has been going through a very difficult phase over the last three years, affecting the overall performance. Consequently players in the construction space, especially those in business of building large infrastructure for the state and central governments, have had to face severe financial, operational and regulatory challenges, such as very tight liquidity conditions, serious stress on cash flows, as well as sundry issues brought up in the ambit of environment and social displacement.

As informed earlier the operations of the company's branch at Libya, was stopped due to prevailing political situation. But the management is confident of reassuming the projects, once the situation is conducive. The Company has also signed a supplementary agreement with the Government of Libya for realization of dues and resumption of contract.

The overseas order for construction work at Kuwait as per the following details is going on smoothly:

Contract Value KD 24,387,360 [ Approx USD 86.33 Mn]

Principal Client Public Works Authority

Client Combined Group Contracting Company

The overseas client is a reputed listed Company of Kuwait primarily engaged in the civil engineering and infrastructure construction of medium to large scale projects in Kuwait and other middle-east countries. The project has been awarded to the Combined Group by the Ministry of Public Works, Govt. of Kuwait through a tender process. The project has been awarded on a sub-contract on back to back basis for the entire work, excluding the electro- mechanical works.

Our focus area continues to be the execution of civil engineering projects with specialization on piling, building, bridge and flyovers. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. The Company expects substantial increase in the order book position.

3. DIVIDEND :

During the year under review, the Board of Directors of the Company at their meeting held on May 27, 2015 did not recommend payment of Dividend with a view to conserve the resources for the future development of the Company.

During the year under review no amount which remained unclaimed and unpaid dividend for a period of seven years, is due for transfer to Investor Education & Protection Fund.

4. RESERVES

The Company proposes not to transfer any amount to the general reserve out of the amount available for appropriation and an amount of Rs. 4425.79 lacs is proposed to be retained in the profit and loss account

5. DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. B.K. Mundhra, Chairman & Managing Director of the Company retires by rotation at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

As per the Articles of Association of the Company, Mr. B.K Mundhra Chairman and Managing Director, whilst holding office as Chairman and Managing Director shall not be subject to retirement by rotation. However, as per section 6 of the Companies Act, 2013 the provisions of the Act will have effect notwithstanding anything to the contrary contained in the Articles of Association of the Company. The Board noted that Mr. B.K Mundhra, Chairman and Managing Director shall be the director liable to retire by rotation and being eligible, has offered himself for re-appointment.

As per the provisions of Section 149(1) of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement, the Company should have at least one Woman Director. Accordingly, pursuant to Section 161 of the Companies Act, 2013 the Board of Directors based on the recommendation of the Nomination and Remuneration Committee has appointed Mrs. Nandini Jhanwar as an Additional Independent Director of the Company on 24th March, 2015. According to the provisions of the said Section, she will hold office only upto the date of this Annual General Meeting. The Company has received a notice in writing from a member along with a deposit of requisite amount under section 160 of the Act proposing the candidature of Mrs. Nandini Jhanwar for the office of director of the Company.

6. PARTICULARS OF EMPLOYEES

Pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, statement of particulars of employees is annexed as Annexure IV.

7. MEETINGS

A calendar of Meetings is prepared and circulated in advance to the Directors. During the year five Board Meetings and four Audit Committee Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

8. BOARD EVALUATION

During the year, the Board formulated and adopted a Board Evaluation Framework for evaluating the performance of the Board as a whole, Committees of the Board and the Individual Directors on the Board.

Pursuant to the said Evaluation Framework, the Board evaluated the performance of the Board, its Committees and the Individual Directors for the financial year 2014-15.

The Board was of the view that the performance of the Board as a whole was adequate and fulfilled the parameters stipulated in the evaluation framework in its pro growth activity and facing challenging operational, and economic adversities during the year. The Board also ensured that the Committees functioned adequately and independently in terms of the requirements of the Companies Act, 2013 and the Listing Agreement and at the same time supported as well as coordinated with the Board to help in its decision making. The individual Directors' performance was also evaluated and the Board was of the view that the Directors fulfilled their applicable responsibilities and duties as laid down by the listing agreement and the Companies Act, 2013 and at the same time contributed with their valuable knowledge, experience and expertise to grab the opportunity and counter the adverse challenges faced by the Company during the year.

9. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY

Mrs. Nandini Jhanwar (DIN : 00530926), who was appointed as an Additional Director pursuant to the provisions of Section 161 of the Companies Act, 2013 and the Articles of Association of the Company and who holds office up to the date of this Annual General Meeting and in respect of whom the Company has received a notice in writing under Section 160 of the Companies Act, 2013 proposing her candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company not liable to retire by rotation and to hold office for a term of five years with effect from March 24, 2015.

The director fulfills the conditions specified in the Act and the Rules framed thereunder for appointment as Independent Director and has given a declaration to the Board that she meets the criteria of independence as provided under section 149(6) of the Act.

10. DETAILS OF SUBSIDIARY/JOINT VENTURES

As on 31st March, 2015, your Company has two subsidiaries namely, Simpark Infrastructure Pvt. Ltd. and Simplex Agri-Infra Services Pvt. Ltd.

Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned Subsidiary of the Company and undertakes activities of multi-level car parking projects.

Simplex Agri-Infra Services Pvt. Ltd., another subsidiary, which was awarded contracts by Food Corporation of India (FCI) to construct and maintain warehouses at different parts of Jammu & Kashmir on Build, Own & Operate/Lease basis is yet to commence commercial operations. The said subsidiary has also been awarded contracts by FCI & HIMFED for construction and maintenance of warehouses in Himachal Pradesh on Build, Own & Operate/Lease basis.

The Company has a Joint Venture in the form of Joint Venture Co-operative at Netherland in the name and style of Simplex Projects (Netherlands) Cooperatie U.A., in partnership with one of its Group Companies, to foray into the European Markets. The Company also has a joint venture in the name and style of "Triveni Engicon Pvt.Ltd.- Simplex Projects Limited" which has completed its project during the year.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt. of India, the Balance Sheet and Statement of Profit & Loss and other documents of the subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the annual accounts of the subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiaries will be kept open for inspection at the registered office of the Company and that of the respective subsidiary Companies.

The Company has disclosed in the Annual Report the following information in aggregate for its subsidiaries:

(a) capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (f) turnover (g) profit before taxation (h) Provision for taxation (g) profit after taxation (i) proposed dividend (j) percentage of shareholding , as applicable.

Further, the Annual Accounts and related documents of the subsidiary companies shall be kept open for inspection at the Registered & Corporate Office of the Company. The Company will also make available copy thereof upon specific request by any Member of the Company interested in obtaining the same. Further, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report include the financial information of its subsidiaries.

11. AUDITORS:

The Statutory Auditors of the Company M/s. Chaturvedi & Company, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. Your Company has also received their confirmation pursuant to section 139 of the Companies Act 2013.

12. AUDITORS' REPORT

Auditors' Report read with Annexure referred to in Paragraph 7 of the Auditors' Report do not contain any qualification of significant nature. Comments under Annexure to the Auditors' Report are self-explanatory and, therefore, require no further comments from the Board of directors.

13. DISCLOSURE ABOUT COST AUDIT

In terms of the provisions of Section 148 and all other applicable provisions of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. S. Chhaparia & Associates, Cost Accountants had been appointed as Cost Auditors to conduct the audit of cost records of your Company for the financial year 2014-15. Your Company submits its Cost Audit Report with the Ministry of Corporate Affairs within the stipulated time period.

14. SECRETARIAL AUDIT REPORT

In terms of the requirements of Section 204 of the Companies Act, 2013 the Secretarial Audit of the Company for the year ended 31st March 2015 was conducted by Messrs. A. K. Labh & Co; Company Secretaries. The Secretarial Auditors' Report is attached to this Report as Annexure V and forms part of the Directors' Report. There is no qualification or reservation or adverse remark or disclaimer made by the Secretarial Auditor in the Report.

15. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS

Financial statements (i.e. Balance Sheet, Profit & Loss Statement and Cash-Flow Statement, together with notes) are prepared through the process which has automated as well as manual controls to ensure accuracy of recording all transactions which have taken place during any accounting period, and the resultant financial position at period end. All data pertaining to payroll, purchases, sales, expenses and other activities are recorded through ERP systems operating in construction sites as well as registered office, branch office, representative office and administrative office. All data/ transactions entered in systems are checked by various functional personnel on the basis of supporting documents & records, then the accounting entries are checked by accounts personnel, and finally those are validated by managerial personnel. At periodic intervals, the accounting data are compiled, and financial statements are prepared. While preparing the financial statements, it is ensured that all transactions pertaining to the accounting period are recorded. Fixed assets, Stock of inventories, all significant items of stores and monetary assets are physically verified. Balance confirmations are obtained for all significant items of trade receivables and advances. After preparation of the financial statements, all items appearing in the statements are analysed in order to ensure overall reasonableness. The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company's policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.

16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS.

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of your Company and its future operations.

17. ISSUE OF EMPLOYEE STOCK OPTIONS

No stock options were issued by the company for the financial year 2014-2015.

18. VIGIL MECHANISM :

In pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Vigil Mechanism Policy has been uploaded on the website of the Company at www.simplexprojects.com

19. RISK MANAGEMENT POLICY

Risk management policy adopted, enables the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. The Risk management policy is stated in the Company's website www.simplexprojects.com

20. EXTRACT OF ANNUAL RETURN:

As required pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure II.

21. DEPOSITS

The Company, during the year under review, has neither accepted nor renewed any public deposit as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

All contracts / arrangements / transactions entered into by the Company during the financial year with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website www.simplexprojects .Your Directors draw attention to the particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto disclosed in Annexure-III (Form AOC -2).

24. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by Securities and Exchange Board of India (SEBi). The report on Corporate Governance as per the requirement of the Listing Agreement forms an integral part of this Annual Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the report on Corporate Governance

25 MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis forms part of this Annual Report for the year ended 31st March, 2015.

26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information relating to the Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo as required to be disclosed under the Companies (Accounts) Rules, 2014, is given in Annexure I, forming part of this Report

27. CORPORATE SOCIAL RESPONSIBILITY (CSR)

CSR is not applicable to the Company.

28. RELATED PARTY TRANSACTION

All related party transactions attracting compliance under Section 188 and / or Clause 49 of the Listing Agreement are placed before the Audit Committee as also before the Board for approval. Prior omnibus approval of the Audit Committee is also sought for transactions which are of a foreseen and repetitive nature. The Policy on materiality of related party transactions and dealing with related party transactions as approved by the Board of Directors of the Company is uploaded on the website of the Company i.e. www.simplexprojects.com. The disclosures on related party transactions are made in the Financial Statements of the Company.

29. HUMAN RESOURCES

Your Company treats its "human resources" as one of its most important assets. Your Company continuously invests in attraction, retention and development of talent on an ongoing basis. A number of programs that provide focused people attention are currently underway. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year under review, there were no cases filed pursuant to sexual harassment of women at workplace (prevention, prohibition and redressal) act, 2013.

30. DIRECTORS' RESPONSIBILITY STATEMENT

Your Directors, state that—

a) in the preparation of the annual accounts for the year ended March 31, 2015, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2015 and of the loss of the Company for the year ended on that date;

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

d) the Directors have prepared the annual accounts on a 'going concern' basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate

31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

An amount of Rs. 12,20,550/- towards the application money received by company for allotment of securities and due for refund were transferred to Investor Education and Protection Fund (IEPF) during the year.

32. LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015-2016 to NSE and BSE where the Company's shares are listed.

33. ACKNOWLEDGEMENTS

Your Directors take this opportunity to place on record their deep appreciation for the whole-hearted and sincere co-operation the Company has received from the statutory authorities, banks, Stakeholders and customers. Your Directors also wish to thank all the employees for their dedicated and committed service to the Company.

For and on behalf of the Board of Directors

B.K.Mundhra

Chairman & Managing Director

Registered Office :

12/1, Nellie Sengupta Sarani

Kolkata - 700 087

Date: 27th May 2015


Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting the 24th Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31 st March, 2014.

1. FINANCIAL RESULTS

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

(Rs. in lakhs)

Year ended Year ended 31st March, 2014 31st March, 2013

Total Income 56,974.92 50,055.34

Less: Expenses 56,559.05 49,615.90

Profit / Loss before exceptional and extra-ordinary items 415.87 439.44

Profit before extra-ordinary items & tax 415.87 439.44

Less: Provisions for Taxation 45.12 114.29

Profit After Tax 370.75 325.15

Add: Balance brought forward from last year 7,506.57 7,181.42

Profit available for appropriation 7,877.32 7,506.57

Less: Proposed Dividend (including tax on dividend) NIL NIL

Tax thereon NIL NIL

Transfer to General Reserve NIL NIL

Balance Profit after appropriation 7,877.32 7,506.57

2. OPERATIONAL PERFORMANCE:

For financial year ended march 31, 2014, your Company has achieved gross turnover of Rs. 56974.92 Lacs as against Rs. 50055.34 Lacs for the previous period. The turnover of the Company has shown a rise of 13.82 % as compared to previous year.

The profit before tax (after interest and depreciation charges) has dropped to Rs. 415.87 Lacs, as against Rs. 439.44 Lacs for the previous year, thus showing a decline of 5.36% as against the previous year. While the profit after tax was Rs. 370.75 Lacs as against Rs. 325.16 Lacs in the previous year, thus rising by 14.02 % as against the previous year.

The Company has received an approval from the Government of Libya for resumption of its project for construction of 2000 housing units, service buildings and related infrastructure at Ghira, Shabiyat of Ashati, Libya which was stalled due to political unrest in Libya since February 2011. In view of the revised agreement the project is to be completed within a period of 900 days from the date of initial payment of outstanding dues. A similar Supplementary Agreement is under preparation for resumption of work relating to execution of housing units at Wadi, Libya.

Your Company has received an overseas order for construction work at Kuwait as per the following details:

Contract Value KD 24,387,360 [Approx USD 86.33 Mn]

Principal Client Public Works Authority

Client Combined Group Contracting Company

The overseas client is a reputed listed Company of Kuwait primarily engaged in the civil engineering and infrastructure construction of medium to large scale projects in Kuwait and other middle-east countries. The project has been awarded to the Combined Group by the Ministry of Public Works, Govt, of Kuwait through a tender process. The project has been awarded on a sub- contract on back to back basis for the entire work, excluding the electro-mechanical works.

Our focus area continues to be the execution of civil engineering projects with specialization on piling, building, bridge and flyovers. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. The Company expects substantial increase in the order book position.

3. DIVIDEND:

During the year under review, the Board of Directors of the Company at their meeting held on May 30, 2014 did not recommend payment of dividend with a view to conserve the resources for the future development of the Company.

During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor Education & Protection Fund.

4. CAPITAL EXPENDITURE:

During the year under review, the Company has made additions to the Fixed Assets amounting to Rs. 1099.89 Lacs. Additions were required for augmenting the Company''s business turnover and to procure various construction equipments needed for the effective discharge of the Projects undertaken.

5. SUBSIDlARY COMPANY (IES)/JOINT VENTURE:

As on 31st March, 2014, your Company has two subsidiaries namely, Simpark Infrastructure Pvt. Ltd. and Simplex Agri-lnfra Services Pvt. Ltd.

Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned Subsidiary of the Company and undertakes activities of multi-level car parking projects.

Simplex Agri-lnfra Services Pvt. Ltd., another subsidiary, which was awarded contracts by Food Corporation of India (FCI) to construct and maintain warehouses at different parts of Jammu & Kashmir on Build, Own & Operate/Lease basis is yet to commence commercial operations. The said subsidiary has also been awarded contracts by FCI & HIMFED for construction and maintenance of warehouses in Himachal Pradesh on Build, Own & Operate/Lease basis.

The Company also has a Joint Venture in the form of Joint Venture Co-operative at Netherland in the name and style of Simplex Projects (Netherlands) Cooperatie U.A., in partnership with one of its Group Companies, to foray into the European Markets.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt, of India, the Balance Sheet and Statement of Profit & Loss and other documents of the subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the annual accounts of the subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiaries will be kept open for inspection at the registered office of the Company and that of the respective subsidiary Companies.

The Company has disclosed in the Annual Report the following information in aggregate for its subsidiaries:

(a) Capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (f) turnover (g) profit before taxation (h) profit after taxation (i) proposed dividend, as applicable.

6. CHANGE IN COMPANY LAW

The Companies Act, 2013,(''the Act'') has been passed replacing the age old 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. The Company has already formed, reconstituted and renamed various committees in terms of the requirement of the Act. Steps are in hand to implement various other provisions of the Act to ensure compliance at appropriate time.

Pursuant to General Circular 8/2014 no 1/19/2013-CL-V dated 4th April 2014 issued by the Ministry of Corporate Affairs the financial statements and documents attached thereto, the Report of the Board of Directors and Auditors in respect of the Financial year ended 31st March 2014 have been prepared in accordance with the provisions of the Companies Act, 1956.With respect to the provisions of the Act, appropriate references have been made in this report in respect of certain provisions which have become applicable

7. CONSOLIDATED FINANCIAL STATEMENTS:

In compliance with the Accounting Standard - 21 on Consolidated Financial Statements, read with AS-23 on Accounting for Investments in Associates prescribed by Companies (Accounting Standard) Rule, 2006 and the Listing Agreement entered into with BSE Limited and National Stock Exchange of India Ltd., this Annual Report includes the consolidated financial statements of the Company together with the financial statements of Simpark Infrastructure Private Limited, the wholly owned subsidiary and Simplex Agri-lnfra Services Pvt. Ltd, the subsidiary Company.

8. PUBLIC DEPOSITS:

The Company, during the year under review, has neither accepted nor renewed any public deposit as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the Balance Sheet.

9. PARTICULARS OF EMPLOYEES:

During the year under review, the Company had no employee drawing remuneration as prescribed Under Section 217 (2A) of the Companies Act 1956, read with, Rule 1A of the Companies (Particulars of Employees) Rules, 1975.

10. DISCLOSURE OF PARTICULARS:

Disclosure in accordance with the provisions of 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, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo, are set out as an Annexure to this Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors state as follows:

1. That in the preparation of the annual accounts for the financial year ended March 31, 2014, the applicable accounting standards had been followed with no material departures;

2. That 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 a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

3. That the Directors had taken proper and sufficient care 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;

4. That the Directors had prepared the annual accounts on a going concern basis.

12. DIRECTORS

The Company had, pursuant to the provisions of clause 49 of the Listing Agreement entered into with Stock Exchanges, appointed Mr. Anand Chopra, Mr. Shyam Das Mundhra and Dr. Nitindra Nath Som as Independent Directors of the Company. As per section 149(4) of the Companies Act, 2013 (Act), which came into effect from April 1,2014, every listed public company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these Directors are being appointed as Independent Directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Re-appointment of Mr. Sudarshandas Mundhra and Mr. Jai Kishan Bagri as Whole Time Director, for a period of 3 (Three) years from the expiry of their present term, which expires on 30"'' September, 2014, at the remuneration recommended by the Nomination and Remuneration Committee of the Board has been approved by the Board.

Profile of all these Directors has been given in the Explanatory Statement to the Notice of the ensuing Annual General Meeting of the Company.

Mr. Anand Prasad Agarwalla resigned from the Board during the period and the Board places on record its deep sense of appreciation for the services rendered by him during the tenure of his directorship of the Company.

13. AUDITORS & AUDITORS''REPORT:

The Statutory Auditors of the Company - Messrs

Chaturvedi & Company, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. Your Company has also received their confirmation pursuant to section 139 of the Companies Act 2013.

Auditors'' Report read with Annexure referred to in Paragraph 3 of the Auditors'' Report do not contain any qualification of significant nature. Comments under para (ix) & (xi) of the Annexure to the Auditors'' Report are self- explanatory and, therefore, require no further comments from the Board of Directors.

14. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:

Corporate Governance Report as well as Corporate Governance Compliance Certificate received from the Statutory Auditors and Management Discussion & Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

15. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a vigil mechanism for directors and employees to report genuine concerns has been established.

16. CODE OF CONDUCT:

Pursuant to clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel for the financial year 2013-14 is annexed and forms part of the Directors and Corporate Governance Report.

17. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their deep appreciation for the whole-hearted and sincere co-operation the Company has received from the statutory authorities, banks, stakeholders and customers. Your Directors also wish to thank all the employees for their dedicated and committed service to the Company.

On behalf of the Board For Simplex Projects Limited

B.K.Mundhra Chairman & Managing Director

Registered Office: 12/1, Nellie Sengupta Sarani, Kolkata-700 087 Dated: 11th August, 2014


Mar 31, 2013

Dear Members,

The Directors have pleasure in presenting the 23rd Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2013.

1. FINANCIAL RESULTS

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

(Rs.in lakhs)

Year ended Year ended 31st March, 2013 31st March, 2012

Total Income 50,055.34 49,486.88

Less: Expenses 49,615.90 49,046.97

Profit / Loss before exceptional and extra-ordinary items 439.44 439.91

Profit before extra-ordinary items & tax 439.44 439.91

Less: Provisions for Taxation 114.29 230.15

Profit After Tax 325.15 209.76

Add: Balance brought forward from last year 7,181.42 6,971.66

Profit Available For Appropriation 7,506.57 7,181.42

Less: Proposed Dividend (including tax on dividend) NIL NIL

Tax thereon NIL NIL

Transfer to General Reserve NIL NIL

Balance Profit after appropriation 7,506.57 7,181.42

2. OPERATIONAL PERFORMANCE :

During the year under review, your Company has achieved gross turnover of Rs. 50,055.34 Lacs as against Rs. 49,486.88 Lacs for the previous period. The turnover of the Company has shown a rise of 1.15 % as compared to previous year.

The profit before tax (after interest and depreciation charges) has dropped to Rs. 439.44 Lacs, as against Rs. 439.91 Lacs for the previous year, thus showing a marginal decline of 0.11 % as against the previous year. While the profit after tax was Rs. 325.15 Lacs as against Rs. 209.76 Lacs in the previous year, thus rising by 55.12 % as against the previous year.

The operations of the Company''s branch at Libya, which was clogged due to prevailing political situation, has

since stabilized and the management is confident of reassuming the projects, once the situation is conducive. Our focus area continues to be the execution of civil engineering projects with specialization on piling, building, bridge and flyovers. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. The Company expects substantial increase in the order book position. 3. DIVIDEND :

In order to plough back the surplus earned during the year, your Directors have not recommended any dividend for the financial year ended 31st March, 2013. During the year under review no amount which remained unclaimed and unpaid for a period of seven years, is due for transfer to Investor Education & Protection Fund.

4. CAPITAL EXPENDITURE :

During the year under review, the Company has made additions to the Fixed Assets amounting to Rs. 1283.71 Lacs. Additions were required for augmenting the Company''s business turnover and to procure various construction equipments needed for the effective discharge of the Projects undertaken.

5. SUBSIDIARY / JOINT VENTURE :

As on 31st March, 2013, your Company has two subsidiaries namely, Simpark Infrastructure Pvt. Ltd. and Simplex Agri-Infra Services Pvt. Ltd.

Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned Subsidiary of the Company and undertakes activities of multi-level car parking projects. Simplex Agri-Infra Services Pvt. Ltd., another subsidiary, which was awarded contracts by Food Corporation of India (FCI) to construct and maintain warehouses at different parts of Jammu & Kashmir on Build, Own & Operate/Lease basis is yet to commence commercial operations. The said subsidiary has also been awarded contracts by FCI & HIMFED for construction and maintenance of warehouses in Himachal Pradesh on Build, Own & Operate/Lease basis.

The Company also has a Joint Venture in the form of Joint Venture Co-operative at Netherland in the name and style of Simplex Projects (Netherlands) Cooperatie U.A., in partnership with one of its Group Companies, to foray into the European Markets.

In accordance with the general circular issued by the Ministry of Corporate Affairs, Govt. of India, the Balance Sheet and Statement of Profit & Loss and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. The Company will make available the annual accounts of the subsidiary Companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiaries will be kept open for inspection at the registered office of the Company and that of the respective subsidiary Companies.

The Company has disclosed in the Annual Report the following information in aggregate for its subsidiaries: (a) Capital (b) reserves (c) total assets (d) total liabilities (e) details of investments (f) turnover (g) profit before taxation (h) profit after taxation (i) proposed dividend, as applicable.

6. CONSOLIDATED FINANCIAL STATEMENTS :

In compliance with the Accounting Standard – 21 on

Consolidated Financial Statements, read with AS-23 on Accounting for Investments in Associates prescribed by Companies (Accounting Standard) Rule, 2006 and the Listing Agreement entered into with BSE Limited and National Stock Exchange of India Ltd., this Annual Report includes the consolidated financial statements of the Company together with the financial statements of Simpark Infrastructure Private Limited, the wholly owned subsidiary and Simplex Agri-Infra Services Pvt. Ltd, the subsidiary company.

7. PUBLIC DEPOSITS:

The Company, during the year under review, has neither accepted nor renewed any public deposit, as defined under Section 58A of the Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules, 1975. As on 31st March, 2013, there is no un-claimed deposit amount.

8. LISTING OF SHARES:

The equity shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited. The Company has paid the applicable listing fees to the above stock exchanges up to date. The Company''s shares are also traded in dematerialized segment for all investors compulsorily.

The Company has entered into agreement with the Central Depository Services (India) Ltd. and National Securities Depository Limited for trading in electronic form. The Company has also paid the annual custodian fees to both the Depositories.

9. PARTICULARS OF EMPLOYEES:

During the year under review, the Company had no employee drawing remuneration as prescribed Under Section 217 (2A) of the Companies Act 1956, read with, Rule 1A of the Companies (Particulars of Employees) Rules, 1975. [As amended by Companies (Particulars of Employees) Amendment Rules, 2011read with the General Circular No. 23/2011 issued by the Ministry of Corporate Affairs, Govt. of India.]

10. DISCLOSURE OF PARTICULARS:

Disclosure in accordance with the provisions of 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, regarding Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo, are set out as an Annexure to this Report.

11. 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 have been followed and proper explanations were provided for material departure, 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 a true and fair view of the state of affairs of the Company as at the end of the financial year and of the profit of the Company for the year;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of the 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, 2013 on a going concern basis;

12. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and the Articles of Association of your Company, Dr. Nitindra Nath Som and Mr. Anand Prasad Agarwalla, Directors of the Company are due to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-election Your Board is of the opinion that their continued association with the Board of Directors of the Company will be beneficial to the Company and hence recommends their re-election. Brief resumes of the Directors proposed to be appointed / re-appointed, as stipulated under Clause 49 of the Listing Agreement entered into with the Stock Exchanges, are being provided in the Notice convening the Annual General Meeting.

13. AUDITORS & AUDITORS'' REPORT :

The Statutory Auditors of the Company -Messrs Chaturvedi & Company, Chartered Accountants, retire at the ensuing Annual General Meeting of the Company and have given their consent for re-appointment. Your Company has also received their confirmation pursuant to section 224 (1B) of the Companies Act 1956. Auditors'' Report read with Annexure referred to in Paragraph 3 of the Auditors'' Report do not contain any qualification of significant nature. Comments under para xxi of the Annexure to the Auditors'' Report are self- explanatory and, therefore, require no further comments from the Board of directors.

14. CORPORATE GOVERNANCE:

Your Company believes that Corporate Governance is a way of life rather than something to be carried out under legal compulsion. Your Company is committed to the application of the best management practices, compliance with law, adherence to ethical standards and discharge of social responsibilities. Your Company has introduced adequate checks and balances in all spheres of its activities to ensure protection of all stakeholders'' interest. Your Company also endeavours to share with its stakeholders openly and transparently information on matters which have a bearing on their economic and reputational interest. This calls for a great degree of judgment and discretion so as not to put business and commercial interest of the Company at risk.

Corporate Governance Report as well as Corporate Governance Compliance Certificate received from the statutory auditors is provided as separate Annexure to this Report.

15. MANAGEMENT DISCUSSION & ANALYSIS REPORT: Management Discussion & Analysis Report for the year under review as required under Clause 49 of the Listing Agreement is presented in a separate section forming part of the Annual Report.

16. CODE OF CONDUCT :

Pursuant to clause 49 of the Listing Agreement, the declaration signed by the Managing Director affirming compliance of the Code of Conduct by the Directors and senior management personnel for the financial year 2012-13 is annexed and forms part of the Directors and Corporate Governance report.

17. ACKNOWLEDGEMENT:

Your Directors take this opportunity to place on record their deep appreciation for the whole-hearted and sincere co-operation the Company has received from the statutory authorities, banks, Stakeholders and customers. Your Directors also wish to thank all the employees for their dedicated and committed service to the Company.

On behalf of the Board

For Simplex Projects Limited B.K.Mundhra

Chairman & Managing Director

Registered Office:

12/1,Nellie Sengupta Sarani,

Kolkata – 700 087

Dated: 9th August, 2013

 
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