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Directors Report of Simplex Projects Ltd.

Mar 31, 2016

Dear Members,

It is our pleasure to present the 26th Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2016.

1. FINANCIAL RESULTS

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

(Rs. in lakhs)

Year ended 31st March, 2016

Year ended 31st March, 2015

Total Income

42,671.30

53,019.00

Less: Expenses

51,022.68

57,022.97

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

(8,531.38)

(4,003.97)

Exceptional Items

(400.50)

474.68

Profit before extra-ordinary items & tax

(8,751.88)

(3,529.29)

Less: Provisions for Taxation

(218.37)

(125.62)

Profit After Tax

(8,533.51)

(3,403.67)

Add: Balance brought forward from last year

4,425.79

7,877.32

Profit Available For Appropriation

(4,107.72)

4,425.79

Less: Proposed Dividend (including tax on dividend)

NIL

NIL

Tax thereon

NIL

NIL

Transfer to General Reserve

NIL

NIL

Balance Profit after appropriation

(4,107.72)

4,425.79

2. OPERATIONAL PERFORMANCE

On consolidated basis, for the Financial Year ended March 31, 2016, your Company has achieved a Gross Turnover of Rs. 4,2657.21 Lacs as against Rs. 5,3071.65 Lacs for the previous period. The turnover of the Company has thus shown a decline of 19.62%.

On Standalone basis, the Gross Turnover for the Financial Year 2015-16 at Rs. 42,116.51 Lacs was lower by 19.16% over last year (Rs. 52,099.06 Lacs in FY 201415). The Company has incurred a loss of Rs. 8,533.51 Lacs (after interest and depreciation charges) as against a loss of Rs. 3,403.67 Lacs for the previous year, thus showing a decline of Rs. 5,129.84 Lacs.

The financial year under review witnessed significant increase in the 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 few 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. However, in view of the prolonged uncertainty of resumption, the company is proceeding with Arbitration. The overseas order for construction work at Kuwait is going on smoothly.

Our focus area continues to be the execution of civil engineering projects with specialization on piling, building, bridge and flyover. 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, 2016 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, an amount of Rs. 57,194/was transferred to the Investor Education & Protection Fund pertaining to the Unclaimed Dividends for the Financial Year 2007-08.

4. RESERVES

There is no amount available for transfer to Reserves for the year ended March 31, 2016

5. SUBSIDIARY, ASSOCIATES & JOINT VENTURES

The Company has one subsidiary as on March 31, 2016, namely Simplex Agri-Infra Services Pvt. Ltd. The Policy for determining Material Subsidiaries, adopted by your Board, pursuant to Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges, can be accessed on the Company''s website. The same is in harmony with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (hereinafter referred to as “SEBI Listing Regulations”). Further, it may be note that the Company does not have any material subsidiary.

Simpark Infrastructure Pvt. Ltd. (SIPL), ceased to be a Wholly-owned Subsidiary of the Company during the year under review. Pursuant to the decision taken by the Board of Directors, 16,31,400 Shares (51.21%) of the Company were disposed off on March 31, 2016, resulting in generation of liquidity for the Company. The proceeds of the sale are to be utilized for achieving the objectives of the Company in an efficient manner. Hence, SIPL is now an Associate of your Company, as defined under Section 2(6) of the Companies Act 2013 (hereinafter referred to as “the Act”).

The subsidiary of your Company, Simplex Agri-Infra Services Pvt. Ltd., which was earlier awarded contracts by Food Corporation of India (FCI) to construct and maintain warehouses at different parts of Jammu & Kashmir and Himachal Pradesh on Build, Own & Operate/Lease basis has commenced commercial operations during the financial year 2015-16. Accordingly, the Statement of Profit & Loss of the Company has been prepared for the first time for the year ended March 31, 2016, according to the provisions of the Act and consolidated with the Financial Statements of your Company.

Simplex projects Road & Highway Construction Private Ltd. continues to remain an associate of the Company. Further, your Company has a Joint Venture in the form of Joint Venture Co-operative at Netherland in the name and style of Simplex Projects (Netherlands) Cooperative 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 and there were no further operations during the year.

Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is appended to this Report as Annexure I. The Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard 21, issued by the Institute of Chartered Accountants of India.

6. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, state that : -

a) In the preparation of the annual accounts for the financial year ended March 31, 2016, 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 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 March 31, 2016 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 and operating effectively.

Based on the framework of Internal Financial Controls and compliance systems established by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by management and the Audit committee of the Company, the board is of the opinion that the Internal Financial Controls of the Company were adequate and effective during FY 2015-16.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL

The Board of your Company consists of six directors as on March 31, 2016, with an optimum mix of Executive and Non-executive Directors. Details of the composition of the Board have been disclosed in details in the

Corporate Governance Report, which forms an integral part of this report.

Mr. Jai Kishan Bagri, Whole-time Director of the Company retires by rotation, in terms of Section 152(6) of the Act, read along with the Articles of the Company, at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.

The Board at its meeting held on February 12, 2016, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Keshava Das Mundhra (DIN: 00969981) as an Additional Independent Director of the Company, pursuant to Section 149, 161 and other applicable provisions of the Act, read along with the SEBI Listing Regulations. Accordingly, he shall hold the office only up to the date of this Annual General Meeting.

Pursuant to Section 160 of the Act, the Company has received a notice, in writing, from a member, along with a deposit of requisite amount proposing the candidature of Mr. Keshava Das Mundhra for the office of Independent Director of the Company. The members are requested to see the Notice of Annual General Meeting for further details.

The Board at its meetings held on September 24,

2015 and November 13, 2015 accepted the resignation of Mr. Nitindra Nath Som and Mr. Shyam Das Mundhra, both Independent Directors of the Company, respectively. The Board places on record, its appreciation for the services and expertise rendered by them during their tenure as Independent Directors of the Company. The Board also took note of relinquishment of Mr. Anil Jain, GM-Commercial and Company Secretary of the Company, at its meeting held on February 24, 2016.

All the directors of the Company, including the Independent Directors, have disclosed their concern and interest in other companies, bodies corporate, firms, and other association of individuals, including the shareholding, in Form MBP-1. Further, all the Independent Directors have confirmed that they meet the criteria of independence, as laid down under Section 149(6) of the Act, read along with the Regulation 16(1 )(b) of the SEBI Listing Regulations.

Pursuant to SEBI Listing Regulations, your Company has framed and adopted a Policy on Familiarization of the Independent Directors, Accordingly, the Company had arranged a familiarization program for the Independent Directors of your Company on February 16, 2016. The Independent Directors met the members of the Senior Management Team of the Company and discussed about the current state of operations of the Company. As required under Regulation 46 of the SEBI

Listing Regulations, the details of the familiarization program is available on the website of the Company.

8. BOARD EVALUATION

The Nomination & Remuneration Committee of the Company has approved the Policy on Board evaluation, evaluation of Board Committees'' functioning and individual Director evaluation. The Company believes that it is the collective effectiveness of the Board and the senior management that impacts Company performance. The primary evaluation platform is that of collective performance of the Board as a whole.

The Board of Directors had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the directors and the senior management of the Company, on the parameters derived from Board''s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the SEBI Listing Regulations.

The performance of the various committees of the Board was evaluated after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, flow of information, etc. Reports on functioning of Committees were placed by the respective Committee before the Board.

The Board as well as the Nomination and Remuneration Committee of the Company reviewed the performance of the individual directors on the basis of the role played by each Director as a member of the Board, contribution to the Company, relationship with the stakeholders, peer evaluation, etc. In addition, the Chairman and Managing Director was also evaluated on the key aspects of his role.

Pursuant to Clause VII of the Schedule IV to the Act, in a separate meeting, the Independent Directors of the Company evaluated the performance of No independent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of the Non-independent Directors and the senior management. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the director being evaluated.

9. REMUNERATION POLICY

Pursuant to Section 178(1) of the Act, the Company had constituted Nomination and Remuneration Committee to perform such functions as enumerated in the Act and the SEBI Listing Regulations. Your Company follows the Policy on Remuneration of Directors and Senior Management Employees, as approved by the Committee. A detailed report on the same is given in the Corporate Governance Report, which forms an integral part of this report.

10. MEETINGS OF THE BOARD

The Board of Directors met seven times during the financial year ended March 31, 2016, in accordance with the provisions of the Act and the rules made there under. The dates and details of these meetings are provided in the Corporate Governance Report, which forms a part of this report.

The intervening gap between the meetings was within the stipulated period under the Act. The Company followed the principles and guidelines prescribed by the Secretarial Standard 1- Meetings of the Board of Directors, issued by The Institute of Company Secretaries of India.

11. AUDIT COMMITTEE

Pursuant to Section 177 of the Act and the SEBI Listing Regulations, the Audit Committee of your Company consists of majority of Independent Directors and the details pertaining to composition and meetings of the committee are included in the Corporate Governance Report, which forms part of this report. The Board has accepted all the recommendations made by the Audit Committee during the financial year 2015-16.

12. AUDITORS & AUDIT REPORTS:

a. Statutory Audit

The Statutory Auditors of the Company, M/s. Chaturvedi & Company, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment until the conclusion of the Annual General Meeting of the Company to be held in the Year 2017. As required under Section 139 of the Act, your Company has received a written consent and a certificate from M/s. Chaturvedi & Co., Chartered Accountants, to effect the re-appointment. Members are requested to appoint them as the Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2017 and to authorize the Board to fix their remuneration for the year 2016-17.

The qualifications in the Auditors’ Report read with Annexure referred to in Paragraph 7 of the Auditors’ Report are repetitive and not significant in nature. Comments under Annexure to the Auditors’ Report are self-explanatory and, therefore, require no further comments from the Board of Director.

b. Cost Audit

In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, on recommendation of the Audit Committee, the Board of Directors have appointed M/s. S. Chhaparia & Associates, Cost Accountants, Kolkata (Firm Registration No. 101591) as Cost Auditors to conduct the audit of cost records of your Company for the financial year

2016-17. The remuneration of the Cost Auditors has been approved by the Board, on the recommendation of the Audit Committee, and the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the Notice of the 26th Annual General Meeting of the Company.

c. Secretarial Audit

Pursuant to Section 204 of the Act, the Board had appointed M/s. A. K. Labh & Co., Company Secretaries, Kolkata to carry out Secretarial Audit for the year ended March 31, 2016. The Secretarial Auditor Report is appended to this Report. There are no qualifications made in the Report. However, the matters on which the emphasis has been laid down in the Report has been duly taken care of.

13. LOANS, GUARANTEES OR INVESTMENTS

The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the notes to the Financial Statements.

14. RELATED PARTY TRANSACTIONS

None of the transactions with the Related Parties fall under the ambit of Section 188(1) of the Act, since all the agreement and transactions were in the ordinary course of business and on an arm’s length basis. None of the transactions could be considered as material in accordance with the policy of your Company on Materiality of Related Party Transactions, which is available on the Company’s website. Further, none of the transactions with related parties required approval of the shareholders, as the same were within the prescribed limits, under Section 188(1) of the Act and the Rules framed there under, as amended from time to time.

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.

15. DEPOSITS

The Company, during the year under review, has not accepted any deposit from public and as such, no amount on account of principal or interest on Public Deposits was outstanding as on the date of the Balance Sheet.

16. INTERNAL FINANCIAL CONTROLS

Your Company has adequate Internal Control Systems and Procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The Financial Statements of the Company 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. Management Information System has been established which ensures that adequate and accurate information is available for reporting and facilitating decision making.

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.

Internal Audit, pursuant to Section 138 of the Act, is conducted by independent firm of auditors. Internal Auditors regularly checked the adequacy of the system and their observations were reviewed by the management and remedial measures, as necessary, were undertaken. Internal Auditors directly report to the Chairman of the Audit Committee of the Company to maintain its objectivity and independence.

17. MATERIAL CHANGES & COMMITMENTS

Except as disclosed elsewhere in this report, there have been no material changes or commitments which could affect the financial position of your Company, between the end of Financial Year 2015-16 and the date of this report.

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

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

19. HUMAN RESOURCE

Your Company treats its “Human Resource” as one of its most important assets. It has always provided a congenial atmosphere for work to all its employees that is free from discrimination and harassment. During the year under review, it invested in attraction, retention and development of talent on an ongoing basis.

Your Company has zero tolerance towards sexual harassment at the workplace. To strengthen the security against sexual harassment, as required under Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted “Anti-Sexual Harassment Policy” and also constituted an Internal Complaints Committee (ICC). No complaints with allegation of any sexual harassment were reported during the year under review.

Particulars of employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III.

20. CHANGES IN THE SHARE CAPITAL OF THE COMPANY

During the year under review, Financial Year 2015-16, the Company has not issued any Equity Shares. Accordingly, the details of Shares issued with Differential Voting Rights, Issue of Sweat Equity Shares and Issue of Employee Stock Option Scheme are not applicable on your Company.

21. VIGIL MECHANISM :

In terms of Section 177(9) & (10) of the Act, Vigil Mechanism for directors and employees to report genuine concerns has been established by your Company. The Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and provides a formal process for all directors, employees and vendors to approach the Chairman of the Audit Committee and make protective disclosures about any concern. The Vigil Mechanism Policy has been uploaded on the website of the Company and is reviewed by the Audit Committee as well as the Board at regular intervals.

22. CORPORATE GOVERNANCE

Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Act and SEBI Listing Regulations. The report on Corporate Governance as stipulated under Regulation 34(3) read with the Schedule V of the SEBI Listing Regulations, together with the Certificate received from the Company''s Statutory Auditors is attached and forms an integral part of this Annual Report.

23. MANAGEMENT DISCUSSION AND ANALYSIS

In terms of the provisions of Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2016 is attached and forms an integral part of this report.

24. RISK MANAGEMENT

The Company is exposed to uncertainties, owing to the sectors in which it operates. These uncertainties create new business opportunities with inherent risks. The Company has been proactive in adopting new and effective tools to protect the interests of its stakeholders. The Company''s Risk Management processes focus on ensuring that the risks are identified on timely basis and reasonably addressed.

The Directors of your Company have formed a Risk Management Committee and also adopted a policy on the same which enables the Company to proactively manage uncertainties from changes in the internal and external environment and also capitalize on the opportunities. The Audit Committee has additional oversight in the area of financial risk and controls. The Risk management Policy of the Company is published in the Company''s website.

25. EXTRACT OF ANNUAL RETURN:

As required under Section 92(3) of the Act, the extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure IV.

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

A. CONSERVATION OF ENERGY:

a) Energy Conservation measures taken:

All efforts are made to conserve and optimize the use of energy, continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques. Energy conservation continues to receive priority attention at all levels.

Company is continuing with energy saving measures initiated earlier like usage of more sophisticated machinery which can do more work in lesser time and thereby reducing the requirement of equipment that programmes to maximize saving in two specific areas:

i) Electric Energy

ii) Fuel oil consumption

In this industry 99% equipments are powered by either electrical motor or by fuel oil powered engines. The scope of energy efficiency in our industry will be energy conservation through well planned actions such as quality preventive maintenance, machinery up-gradation, modernization and introduction of sophisticated control system. Fuel oil consumption has been reduced by implementing vigorous preventive maintenance measures and introducing new fuel efficient engines coupled with newer machinery and reducing idle running of equipments

b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:

Continuous additional investments are made in phases to replace old machinery with newer more sophisticated and more fuel efficient ones. The replacement theory is applied in repairs and renewals.

c) Impact of the measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of the production of goods:

Energy conservation measures continue to reduce the production cost.

d) Total energy consumption and energy consumption as per unit of production as per prescribed Form A of the annexure in respect of industries specified in Schedule thereto:

Not applicable as the Company is not covered under the list of specified industries.

B. TECHNOLOGY ABSORPTION: i. Research and Development :-

The Company is not having any Research and Development activity at present.

ii. Technology Absorption, Adoption and Innovation: -

Efforts, in brief, made towards technology absorption, adoption and innovation:

The Company has absorbed advanced technology and technical know-how in the field of automated care parking systems.

Benefit derived as a result of the above efforts:

The technology implemented in parking projects has been economical and more effective in terms of ground coverage in comparison to conventional method of construction.

Technology imported during the last five years:

a) Technology imported : Nil

b) Year of import : Not applicable

c) Has the technology

been fully absorbed : Not applicable

C. FOREIGN EXCHANGE EARNINGS (Rs. in Lakh)

Particular

Year Ended 31st March, 2016

Year Ended 31stMarch 2015

On Contract Work (Gross Billing (Overseas Branch)

13,575.75

12,659.84

D. FOREIGN EXCHANGE OUTGO (Rs. in Lakh)

Particular

Years Ended 31st March, 2016

Years Ended 31stMarch 2015

Travelling

13.46

37.45

Contract Expenses

(Overseas Branch)

12,869.21

11,399.44

27. CORPORATE SOCIAL RESPONSIBILITY

The provisions of Corporate Social Responsibly are not applicable to your Company.

28. LISTING WITH STOCK EXCHANGES:

Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.

29. ACKNOWLEDGEMENTS

Your Directors like to express their sincere appreciation for the co-operation the Company has received from the Statutory Authorities, Banks, Other Financial Institutions, Stakeholders and Customers during the year under review. Your Directors also wish to thank and place on record their deep appreciation for the committed services by the Company’s executives, employees and workers.

For and on behalf of the Board of Directors

B. K. Mundhra

Place : Kolkata Chairman & Managing Director

Date : August 12, 2016 (DIN-00013125)


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


Mar 31, 2012

The Directors have pleasure in presenting the 22nd Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2012.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2012 is summarized below: (Rs. in lakhs)

Year ended Year ended 31st March, 2012 31st March, 2011

Total Income 49,486.88 80,201.06

Less: Expenses 49,046.97 75,705.75

Profit / Loss before exceptional and extra-ordinary items 439.91 4,495.31

Profit before extra-ordinary items & tax 439.91 4,495.31

Less: Provisions for Taxation 230.15 955.50

Profit After Tax 209.76 3,539.81

Add: Balance brought forward from last year 6,971.66 4,578.78

Profit Available For Appropriation 7,181.42 8,118.59

Less: Proposed Dividend - 126.00

Tax thereon NIL 20.93

Transfer to General Reserve NIL 1,000.00

Balance Profit after appropriation 7,181.42 6,971.66

2. OPERATIONAL PERFORMANCE :

During the year under review, your Company has achieved gross turnover of Rs. 49486.88 Lakh as against Rs. 80201.06 Lakh for the previous period. The turnover of the Company has shown a decrease of 38 % as compared to previous year.

The profit before tax (after interest and depreciation charges) has dropped to Rs. 439.91 Lakh, as against Rs. 4495.31 Lakh for the previous year, thus showing a decrease of 90 % as against the previous year. While the profit after providing for tax was Rs. 209.76 Lakh as against Rs. 3539.81 Lakh in the previous year, thus sliding by around 94% as against the previous year.

The lower turnover and operating margins in an environment of high costs, necessitating high working capital requirements, has put severe pressure on the Company's profitability.

The operations of the Company's branch at Libya,

which was stopped 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 view of the decline in profit and in order to conserve the resources, your Directors have not recommended any dividend for the financial year ended 31st March, 2012.

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

4. CAPITAL EXPENDITURE :

During the period under review, the Company has made additions to the Fixed Assets amounting to Rs. 881.07 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, 2012, 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, is yet to commence commercial operations. The said subsidiary has also been awarded contracts for construction and maintenance of warehouses in Himachal Pradesh.

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 the Bombay Stock Exchange Limited and National Stock Exchange of India Ltd., this Annual Report includes the consolidated financial statements of the Company together with the financial details 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 period 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, 2012, there is no un-claimed deposit amount.

8. LISTING OF SHARES:

The equity shares of the Company are listed on the

Bombay Stock Exchange 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, 2011 read 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, 2012 on a going concern basis;

12. DIRECTORS:

Mr. Jai Kishan Bagri and Mr. Shyam Das Mundhra, Directors, retire from the Board by rotation under the Company's Articles of Association and being eligible; offer themselves for re-appointment at the ensuing Annual General Meeting.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the forthcoming Annual General Meeting, which the Board commends for your approval.

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.

Mr. Raghav Das Mundhra has resigned from the Board of Directors of the Company with effect from 21st May, 2012. The Board places on record its appreciation of the valuable services rendered by Mr. Mundhra, during his tenure as Whole Time Director.

13. AUDITORS & AUDITORS' REPORT :

M/s. Chaturvedi & Company, Chartered Accountants, retire on the conclusion of the ensuing Annual General Meeting and have signified their willingness to continue in office, if reappointed and have confirmed their eligibility under Section 224 (1B) of the Companies Act 1956. The auditors have also confirmed that they have duly undergone peer review process conducted by the Institute of Chartered Accountants of India (ICAI). The Board recommends re-appointing them as Auditors.

The observations of the Auditor, together with the notes to accounts referred to in Auditor's Report are self- explanatory and do not call for any further explanation from the Directors.

14. CORPORATE GOVERNANCE:

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section on corporate Governance has been provided in the Annual Report. The Auditor's Certificate on compliance with the mandatory recommendations of Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with 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 2011-12 is annexed and forms part of the Directors and Corporate Governance Report.

17. ACKNOWLEDGEMENT:

We wish to express our grateful appreciation for the valuable support and cooperation received from our valuable customers, lenders, business associates, banks, financial institutions, shareholders, various statutory authorities and agencies of Central and State Governments and the society at large. We place on record our appreciation of the contribution made by employees at all levels for sustaining the organizational growth especially during the challenging times. We thank the Government of India, state governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, we would like to express our gratitude to the members of the Company for their continued support and cooperation.

By Order of the Board For Simplex Projects Limited J. K. Bagri

Whole Time Director

Anand Chopra

Director

Registered Office :

12/1, Nellie Sengupta Sarani Kolkata - 700 087

Date : 14th August, 2012


Mar 31, 2011

Dear Members,

The Directors have immense pleasure in presenting the 21st Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2011.

1. FINANCIAL RESULTS

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

(Rs. in '000) Year ended Year ended

31st March, 2011 31st March, 2010

Total Income 80,20,106 61,93,587

Less : Operating Expenditures 72,18,566 55,22,895

Profit before Interest, Depreciation and Tax 8,01,540 6,70,692

Less : Interest 2,55,629 1,22,367

Depreciation 96,380 51,263

Profit before tax 4,49,531 4,97,062

Less : Provisions for Taxation 95,550 1,36,451

Profit After Tax 3,53,981 3,60,611

Add : Balance brought forward from last year 4,57,878 2,19,307

Profit Available For Appropriation 8,11,859 5,79,918

Less : Proposed Dividend 12,600 18,901 (including tax on dividend)

Tax thereon 2,093 3,139

Transfer to General Reserve 1,00,000 1,00,000

Balance Profit after appropriation 6,97,166 4,57,878

The Board proposes to carry over the said balance of Rs. 6,97,166 thousands to Balance Sheet.

2. OPERATIONAL PERFORMANCE :

Your Company's operations were under pressure during the last quarter as a result of hike of input commodities coupled with tight monetary policies adopted by Central Bank to control inflationary pressure.

During the year under review, your Company has achieved gross turnover of Rs. 80,20,106 Thousands as against Rs. 61,93,587 Thousands for the previous period, thus registering an increase of approximately 29 % over the previous year.

The profit before tax (after interest and depreciation charges) has dropped to Rs. 4,49,531 Thousands as against Rs. 4,97,062 Thousands for the previous year, thus showing a decrease of 9.6 % as against the previous year. While the profit after providing for tax was Rs. 3,53,981 Thousands as against Rs. 3,60,611 Thousands in the previous year, thus sliding by around 2% as against the previous year.

The Libya project, which got a setback due to the political crisis there, during the last quarter, was affected to a sizable extent. However the Company is hopeful of commencing its activity in Libya as soon as it settles down.

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

Keeping in view of the current scenario and the future funds requirements of your Company, your Directors have recommended a dividend of 10 %, i.e. Rs. 1.00 per equity share on 1,26,00,378 no. of equity shares of Rs. 10/- each for the financial year ended 31st March, 2011, which if approved at the Annual General Meeting of the Company, shall be paid to the eligible members, whose names appear in the Register of Members of the Company as on the date of Book Closure.

4. CAPITAL EXPENDITURE

During the period under review, the Company has made additions to the Fixed Assets amounting to Rs. 3,52,713 Thousands . 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

Your Company has a wholly owned subsidiary, Simpark Infrastructure Pvt. Ltd. (SIPL) undertaking activities of multi-level car parking projects.

During the year, your Company has promoted, a subsidiary Company in the name of Simplex Agri-Infra Services Pvt. Ltd. in the state of Jammu & Kashmir, to construct and maintain warehouses for FCI at different parts of Jammu & Kashmir.

The Company also has a subsidiary 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 Company 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 Profit & Loss Account 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) turn over

(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 the Bombay Stock Exchange 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 period under review, has repaid entirely the existing deposit and has not accepted any fresh deposits attracting the provisions of Section 58A of the Companies Act, 1956.The directives issued by the Reserve Bank of India and the provisions of the Section 58A of the Companies Act, 1956 and the Rules framed there under have been complied with. There were no overdue Deposit as on 31st March, 2011. The Company, during the period under review has not defaulted in the repayment of any deposit or part thereof or any interest thereupon including small depositor as defined in section 58AA of the Companies Act, 1956.

8. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange 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 employees 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, 2011 read 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, 2011 on a going concern basis;

12. DIRECTORS

During the year, Mr. Prabir Kumar De has resigned from the Board of Directors. The Board places on record its appreciation of the valuable services rendered by Mr. De during his tenure as Director. Mr. Anand Prasad Agarwalla has been appointed as an Additional Director up to the forthcoming Annual general Meeting. In terms of Section 257 of the Companies Act, 1956, the Company has received notice regarding re-appointment of Mr. Agarwalla as Director. Accordingly the Board recommends, appointment of Mr. Agarwalla as a Director, for the approval of the members.

Mr. Sudarshan Das Mundhra and Mr. Anand Chopra, Directors, retire from the Board by rotation under the Company's Articles of Association and being eligible, offer themselves for re-appointment.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the forthcoming Annual General Meeting, which the Board commends for your approval.

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

M/s. Chaturvedi & Company, Chartered Accountants, retires on the conclusion of the ensuing Annual General Meeting and have signified their willingness to continue in office, if reappointed and have confirmed their eligibility under Section 224 (1B) of the Companies Act 1956. The auditors have also confirmed that they have duly undergone peer review process conducted by the Institute of Chartered Accountants of India (ICAI). The Board recommends re-appointing them as Auditors.

The observations of the Auditor, together with the notes to accounts referred to in Auditor's Report are self- explanatory and do not call for any further explanation from the Directors.

14. CORPORATE GOVERNANCE

In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section has been provided in the Annual Report. The Auditor's Certificate on compliance with the mandatory recommendations of the Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with 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 2010-11 is annexed and forms part of the Directors and Corporate Governance report.

17. ACKNOWLEDGEMENT

We wish to express our grateful appreciation for the valuable support and cooperation received from our valuable customers, lenders, business associates, banks, financial institutions, shareholders, various statutory authorities and agencies of Central and State Governments and the society at large. We place on record our appreciation of the contribution made by employees at all levels for sustaining the organizational growth especially during the challenging times. We thank the Government of India, state governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, we would like to express our gratitude to the members of the Company for their continued support and cooperation.

By Order of the Board

For Simplex Projects Limited

B. K. Mundhra

Chairman & Managing Director

Registered Office :

12/1, Nellie Sengupta Sarani

Kolkata - 700 087

Date : 12th August, 2011


Mar 31, 2010

The Directors have immense pleasure in presenting the 20th Annual Report on the business and operations of the Company together with the audited accounts for the financial year ended 31st March, 2010.

1. FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2010 is summarized below:

Year ended Year ended

31st March, 31st March, 2010. 2010 Rs. Rs.

Total Income 6,19,35,86,643 3,17,36,47,417

Less : Operating Expenditures 5,52,28,94,889 2,83,06,93,691

Profit before Interest, Depreciation and Tax 67,06,91,754 34,29,53,726

Less : Interest 12,23,66,975 9,15,84,369

Depreciation 5,12,62,867 2,55,59,004

Profit before tax 49,70,61,912 22,58,10,353

Less : Provisions for Taxation 13,64,50,500 2,66,84,400

Profit After Tax 36,06,11,412 19,91,25,953

Add : Balance brought forward from last year 21,93,07,205 14,12,41,017

Profit Available For Appropriation 57,99,18,617 34,03,66,970

Less : Proposed Dividend 1,89,00,567 1,80,00,567

Ta x thereon 31,39,147 30,59,197

Transfer to General Reserve 10,00,00,000 10,00,00,000

Balance Profit after appropriation 45,78,78,903 21,93,07,206



The Board proposes to carry over the said balance of Rs. 45,78,78,903 to Balance Sheet.

2. OPERATIONAL PERFORMANCE

After the unprecedented changes in the economic environment in the last fiscal year, there has been a significant improvement in the economic situation more particularly in the later part of the financial year.

With all hard work and dedication your Company overcame the challenges of the global economic crisis and continued its growth streak. Your Company has in-house expertise and capability in construction and project management, development consultancy, sales and marketing, thereby making the Company vertically integrated. This enables the Company to meet the project timeliness and commitments and ensuring that the highest levels of technical and service standards are met. As a result of the measures taken by the Company there has been considerable increase in the quantum of work done by the Company and that resulted in increased profitability.

The Libya Project bagged last year is a testimony of our credential and strength in urban infrastructure development space and has laid the foundation for entering the high value overseas infrastructure industry. Your Company has been successful in generating revenue from this project. It is being executed at a good pace and is expected to contribute to a significant proportion towards revenues in the next two years. The overseas business will continue to be a focus area for your Company.

For the financial year under review, the revenue is Rs. 61,935.86 Lacs as against Rs. 31,736.47 Lacs for the previous period, thus showing an increase of 95.15 % as against the previous year.

The profit before tax (after interest and depreciation charges) has increased to Rs. 4,970.62 Lacs as against Rs. 2,258.10 Lacs for the previous year, thus showing an increase of 120.12% as against the previous year. While the profit after providing for tax was registered at Rs. 3,606.11 Lacs as against Rs. 1991.26 Lacs in the previous year, thus showing an increase of 81.09 % as against the previous year.

Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. Your Directors are pleased to state that during the year under review, your Company had unexecuted orders worth Rs. 301,937.61 lacs approx, which includes domestic order book of Rs. 122,797.74 and foreign order book of Rs. 179,139.87. Your Company’s order book was largely weighted towards the core strength areas of buildings, bridges and urban infrastructure projects.

3. DIVIDEND

Your Directors have recommended a dividend of 15%, i.e. Rs. 1.50 per equity share on 1,26,00,378 equity shares of Rs. 10/- each for the financial year ended 31st March, 2010, which if approved at the Annual General Meeting of the Company, shall be paid to the eligible members, whose names appear in the Register of Members of the Company as on the date of Book Closure.

4. PREFERENTIAL ISSUE OF SHARES & UTILISATION

During the year under review, the Company has issued 600,000 equity shares of Rs. 10 each at a premium of Rs. 125/- per equity share to a Non-Promoter in terms of the erstwhile Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. Consequently, the paid up equity share capital of the Company has increased from Rs. 120,003,780/- divided into 12,000,378 equity shares of Rs.10 each to Rs. 126,003,780/- divided into 12,600,378 equity shares of Rs. 10 each.

The proceeds of the issue have been utilized for the purpose of working capital requirements.

5. CAPITAL EXPENDITURE

During the period under review, the Company has made additions to the Fixed Assets amounting to Rs. 4,795.49 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.

6. SUBSIDIARY

Your Company has a wholly owned subsidiary, Simpark Infrastructure Pvt. Ltd. (SIPL) to undertake construction and maintenance of multi-level car parking projects.

During the year SIPL has been concentrating on providing consultancy marketing retail segment of multilevel parking and also installation and maintenance of multi-level car parking projects.

Today SIPL has created brand equity in multi- level car parking systems and has an excellent team to pursue the opportunities lying ahead in this sector.

The Company also has a subsidiary 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 Company to foray into the European Markets.

As required under Section 212 of the Companies Act, 1956, the Annual Accounts of SIPL along with other related information forms part of the Annual Report.

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 the Bombay Stock Exchange 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.

8. PUBLIC DEPOSITS

The Company, during the period under review, has accepted fixed deposits attracting the provisions of Section 58A of the Companies Act, 1956 through private circulation only. The directives issued by the Reserve Bank of India and the provisions of the Section 58A of the Companies Act, 1956 and the Rules framed there under have been complied with. There is no overdue Deposit as on 31st March, 2010. The Company, during the period under review has not defaulted in the repayment of any deposit or part thereof or any interest thereupon including small depositor as defined in section 58AA of the Companies Act, 1956.

9. LISTING OF SHARES

The equity shares of the Company are listed on the Bombay Stock Exchange 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.

10. EMPLOYEES

The Company is committed to improve employee satisfaction at all levels. It continues to develop and retain the best available talent. The Company strives to implement the best HR Practices so as to ensure that talent retention is ensured at all levels.

We appreciate and place on record excellent efforts and contributions made by our staff members in maintaining the growth streak of the Company.

11. PARTICULARS OF EMPLOYEES

The information required under Section 217(2A) of the Companies Act, 1956 and the Rules made there under is given in the Annexure to this Report and forms part of the Report. However, in terms of Section 219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts are being sent to the shareholders, excluding the aforesaid Annexure. Any shareholder interested in obtaining the copy of the same, may write to the Company Secretary at the registered office of the Company and the same is also available for inspection at the Regsitered Office of the Company.

12. 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.

13. 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, 2010 on a going concern basis;

14. DIRECTORS

At present, there are eight Directors on the Board of Directors of the Company.

Mr. Raghav Das Mundhra and Mr. Nitindra Nath Som, Directors, retire from the Board by rotation under the Company’s Articles of Association and being eligible, offer themselves for re-appointment.

Appropriate resolutions for the re-appointment of the aforesaid Directors are being moved at the forthcoming Annual General Meeting, which the Board commends for your approval.

Brief resumes of the Directors proposed to be 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.

Tenure of Mr. Balkrishandas Mundhra, Chairman & Managing Director shall expire in March, 2011. Mr. Mundhra has expressed his willingness to continue as the Chairman & Managing Director of the Company. The Board recommends his re-appointment subject to new terms and conditions.

15. AUDITORS & AUDITORS’ REPORT

M/s. Chaturvedi & Company, Chartered Accountants, retires on the conclusion of the ensuing Annual General Meeting and have signified their willingness to continue in office, if reappointed and have confirmed their eligibility under Section 224 (1B) of the Companies Act 1956. The auditors have also confirmed that they have duly undergone peer review process conducted by the Institute of Chartered Accountants of India (ICAI). The Board recommends re-appointing them as Auditors.

The Auditors have made certain observations, in their Report. The management’s response to the same is as follows:

(i) With regard to the Paragraph 4(vi) of the Auditor’s Report, we draw the attention of the members that since the nature of activity of the Company is such that true bifurcation of the material and labour expenses are not feasible. Hence, these expenses are clubbed and are not shown separately.

(ii) With regards to the paragraph 3(vi) of the Auditor’s Report, we draw the attention of the members that a Deposit was repaid before maturity due to urgent need of funds by the depositor.

16. CREDIT RATING FOR DEBT INSTRUMENTS

During 2009-10, the Company obtained the credit rating PR1 from CARE for the long term credit facilities. Further, the Company on the basis of the Rating assigned to it issued Commercial Paper for Rs. 50 Crores from time to time.

17. CORPORATE GOVERNANCE:

Your Company expresses considerable significance to good corporate governance, as an important step towards building investors’ confidence, improve investors’ protection and maximize long term stakeholders’ value. In pursuance of Clause 49 of the Listing Agreement entered into with the Stock Exchanges, a separate section has been provided in the Annual Report.

The Auditor’s Certificate on compliance with the mandatory recommendations of the Clause 49 of the Listing Agreement with the Stock Exchanges is annexed with this Report.

18. 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.

19. 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 2009-10 is annexed and forms part of the Directors and Corporate Governance report.

20. AWARDS & RECOGNITION

During the year, your Company was conferred with the “Excellence Award” by Institute of Economic Studies and “GIREM 2009 Award” for promising future Company – Infrastructure for its role in Urban Development and was ranked 370th among the Best Performing Mid-sized Companies by Inc.India.

21. ACKNOWLEDGEMENT

We wish to express our grateful appreciation for the valuable support and cooperation received from our valuable customers, lenders, business associates, banks, financial institutions, shareholders, various statutory authorities and agencies of Central and State Governments and the society at large. We place on record our appreciation of the contribution made by employees at all levels for sustaining the organizational growth especially during the challenging times. Our flawless growth was made possible by their hard and sincere work, solidarity, cooperation and support. We thank the Government of India, state governments and other government agencies for their assistance and cooperation and look forward to their continued support in future. Finally, we would like to express our gratitude to the members of the Company for their continued support and cooperation.

By Order of the Board

For Simplex Projects Limited

B. K. Mundhra

Chairman & Managing Director

Registered Office :

12/1, Nellie Sengupta Sarani

Kolkata - 700 087

Date : 26th May, 2010

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