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Directors Report of Simplex Realty Ltd.

Mar 31, 2015

The Members,

The Directors are pleased to present the 102nd Annual Report, together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (ini) 2014-15 2013-14

Total Income 11,84,46,458 40,72,65,594

Profit before Depreciation, Finance Costs and Taxation 2,13,08,459 17,29,68,433

Less: Depreciation 27,61,367 17,51,560

Less: Finance Costs 59,40,172 1,05,43,813

Profit before tax 1,26,06,920 16,06,73,060

Less: Current tax 54,71,140 6,64,52,504

Deferred tax (2,46,070) (17,52,411)

Taxes of earlier years (net) (34,215) 45,42,433

Profit for the year 74,16,065 9,14,30,534

Add: Balance in the Statement of Profit and Loss 46,55,95,801 39,38,64,569

Less: Appropriation

Transfer to General Reserve - 92,00,000

Proposed Dividend on Equity Shares 29,91,382 89,74,146

Tax on Dividend 6,08,986 15,25,156

Less: Adjustment relating to Fixed Assets 4,62,622 -

Closing Balance 46,89,48,876 46,55,95,801

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31stMarch, 2015 at Rs. 1/- (i.e. 10%) per equity share of face value of Rs. 10/-, subject to the approval of the Members at the Hundred and Second Annual General Meeting (AGM). The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 36,00,368/- for the financial year 2014-15.

OPERATIONS

Your Company has reported total income of Rs. 11,84,46,458/- and the net profit of Rs. 74,16,065/- during the year ended 31st March, 2015.

During the year, revenue from the project "Simplex KhushAangan" has been recognized.

ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two associates viz. Simplex Papers Limited and Simplex Mills Company Limited. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ('the Act').

in terms of proviso to sub-section 3 of Section 129 of the Act, the salient featu re s of th e fin ancial statements of the Associate Companies is set out in the prescribed form AOC-1 (Part 'B' - Associates and Joint Ventures) which forms part of the Annual Report.

PROJECT

The Company is developing a project "Simplex KhushAangan" a Residential cum Commercial Complex in the western suburb of Mumbai with the land owner.

The Company has booked approximately 48 percent of saleable area in residential wing and booking for shops in commercial wing has been opened and expect to get bookings in the coming quarters. The finishing work is going on in full swing and R.C.C. work has been completed.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

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

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Board meeting held on 11th May, 2015, Shri Sanjay N Damani, was appointed as the Executive Director of the Company for a period of three years with effect from 1st June, 2015 on the terms and conditions in conformity with the provisions of Sections 196,197 and read with Schedule V of the Act and subject to approval of the members in the forthcoming AGM.

Shri T C. Suseel Kumar who retires by rotation at the forthcoming AGM and, being eligible, offer himself for re- appointment.

Shri S.K. Somany, Director of the Company vide its letter dated 5th November, 2014 informed that consequent upon the requirements of revised Clause 49 of Listing Agreement, he had met the criteria prescribed in Clause 49 (II) (B) (1) of Listing Agreement and also under Section 149 (6) of the Act. Accordingly, Shri S .K. Somany was categorized as an Independent Director with effect from 12th November, 2014.

Shri Vijay S. Jindal was appointed as an Additional Director of the Company in the category of Independent Director with effect from 12th November, 2014 under Section 161 (1) of the Act read with Article 131 of the Articles of Association of the Company. Shri Vijay S. Jindal holds office upto the date of forthcoming AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and under Clause 49 of the Listing

Agreement.

The details of the Directors being recommended for appointment and re-appointment are contained in the accompanying Notice of the forthcoming AGM.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Nandan Damani, Chairman & Managing Director, Shri Surendra Kabra, Chief Financial Officer and Shri Shekhar R Singh, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy is given in the Corporate Governance Report which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme is given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and form part of this Report.

AUDITORS

At the 101stAnnual General Meeting held on 6th August, 2014, M/s. Dayal and Lohia, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 4th consecutive AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).

In terms of the first proviso to Section 139 of the Act read with Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Dayal and Lohia, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.

In this regard, the Company has received a certificate from the Auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of Section 141 of the Act.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Shri Manish L. Ghia of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure II and forms part of this Report. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance along with the requisite Auditors' Certificate is annexed and forms part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, and Clause 49 (IN) (D) (4) (a) of the Listing Agreement, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2015 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is available on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Scholarship, Bridge Education, Tuition Support, Book Provisioning and providing educational aid under the sector of literacy.

These projects are largely in accordance with Schedule VII of the Act. The details of Committee and its terms of reference are set out in Corporate Governance Report. The Annual Report on CSR activities is attached as Annexure I and forms part of this Report.

RISK MANAGEMENT COMMITTEE

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted the Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this Report.

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This policy seeks to minimize adverse impact on the business of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and is available on the Company's website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure III.

STOCKEXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2015-16 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the Company's business activities, the Directors have nothing to report under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy & Technology Absorption.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani Chairman & Managing Director

Mumbai, 11th May, 2015


Mar 31, 2014

The Members,

The Directors are pleased to present the 101st Annual Report, together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(In Rs.)

2013-14 2012-13

Total Income 40,72,87,804 5,68,01,541

Profit before Depreciation, Finance Costs and Taxation 17,29,68,433 2,25,18,576

Less: Depreciation 17,51,560 17,31,665

Less: Finance Costs 1,05,43,813 19,20,621

Profit before tax 16,06,73,060 1,88,66,290

Less: Current tax 6,64,52,504 55,40,036

Deferred tax (17,52,411) 95,730

Taxes of earlier years (net) 45,42,433 -

Profit for the year 9,14,30,534 1,32,30,524

Add: Balance in the statement of Profit and Loss 39,38,64,569 38,65,49,034

Less: Appropriation

Transfer to General Reserve 92,00,000 7,00,000

Proposed Dividend on Equity Shares 89,74,146 44,87,073

Tax on Dividend 15,25,156 7,27,916

Closing Balance 46,55,95,801 39,38,64,569

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2014 at Rs. 3/- (i.e. 30 %) per equity share of face value of Rs.10/-, subject to the approval of the members at the Hundred and First Annual General Meeting. The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 1,04,99,302/- for the financial year 2013-14.

OPERATIONS

Your Company has reported total income of Rs. 40,72,87,804/- and the net profit of Rs. 9,14,30,534/- during the year ended 31st March, 2014.

During the year, revenue from the project "Simplex KhushAangan" has been recognized along with the revenue from the project "Planet Godrej".

PROJECT

The Company is developing a project "Simplex KhushAangan" a Residential cum Commercial Complex in the western suburb of Mumbai with the land owner. The Project "Simplex KhushAangan" is having two basements ground two floors for Commercial on the front side and two basements ground three level podium stilt sixteen floors of residential wing on rear side.

The Company has booked approximately 40 percent of saleable area in residential wing and booking for shops in commercial wing has been opened recently and expect to get bookings in the coming quarters.The work is going on in full swing and about 80 percent of R.C.C. work has been completed and masonry and plaster work has started.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

At the Board Meeting held on 10th May, 2014, Shri Nandan Damani was re-appointed as Managing Director of the Company for a period of three years with effect from 29th June, 2014 on the terms and conditions in conformity with the provisions of Section 196, 197, 203 and read with Schedule V of the Companies Act, 2013 and subject to the approval of the members in the forthcoming Annual General Meeting.

Shri S.K.Somany, Director of the Company who retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment.

Shri V.B.Haribhakti, Smt. Anna Malhotra and Shri T.C.Suseel Kumar who were Independent Directors of the Company as on 31st March, 2014, continue to be Independent Directors of the Company for a period of five years from 1st April, 2014. All of them are the persons of integrity and possesses relevant expertise and experience. The Board has also opined that all of them fulfill the conditions specified in the Section 149 of the Companies Act, 2013 and rules made thereunder and that they are all independent of management.

The details of the Directors being recommended for appointment and re-appointment are contained in the accompanying notice of the forthcoming Annual General Meeting.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting of the Company after the ensuing Annual General Meeting.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under Section 141(3) (g)of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance along with the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2014-15 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the Company''s business activities, the Directors have nothing to report under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy & Technology Absorption.

Foreign Exchange Transactions: 2013-14 2012-13

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 6,59,473/- 4,05,721/-

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Chairman & Managing Director

Mumbai, 10th May, 2014


Mar 31, 2013

To The Members,

The Directors are pleased to present the 100th Annual Report, together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(In Rs.) 2012 -13 2011 -12

Total Income 5,68,01,541 6,99,76,969

Profit before Depreciation, Finance Costs and Taxation 2,25,18,576 2,38,10,942

Less: Depreciation 17,31,665 14,58,248

Less: Finance Costs 19,20,621 11,51,523

Profit before tax 1,88,66,290 2,12,01,171

Less: Current tax 55,40,036 57,69,789

Deferred tax 95,730 (9,50,523)

Profit for the year 1,32,30,524 1,63,81,905

Add: Balance in the statement of Profit and Loss 38,65,49,034 37,63,82,118

Less: Appropriation

Transfer to General Reserve 7,00,000 10,00,000

Proposed Dividend on Equity Shares 44,87,073 44,87,073

Tax on Dividend 7,27,916 7,27,916

Closing Balance 39,38,64,569 38,65,49,034

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2013 at Rs.1.50 (i.e.15%) per equity share of face value of Rs.10/-, subject to the approval of the members at the Hundredth Annual General Meeting. The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 52,14,989/- for the financial year 2012-13.

OPERATIONS

Your Company has reported total income of Rs. 5,68,01,541/- and the net profit of Rs. 1,32,30,524/- during the year ended 31st March, 2013.

PROJECT

The Company has undertaken development of a Residential cum Commercial Complex in western suburb of Mumbai with the land owner. The name of the project is "Simplex Khush Aangan" having Ground Two floors for Commercial and Seventeen floors of residential tower. The Company has received commencement certificate upto 13th floors of Residential area and upto the plinth level of Commercial area and construction work is in full swing.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri M. P. Jatia ceased to be a Director with effect from 25th May, 2012 due to sad demise. The Board places on record its appreciation for the valuable services and guidance given by Shri M. P. Jatia to the Company during his tenure as Director of the Company and conveyed the heartfelt condolence to the members of the bereaved family.

Smt. Gopa Ray resigned as Director of the Company with effect from 30th November, 2012. The Board places on record its appreciation for the valuable services and guidance given by Smt. Gopa Ray to the Company during her tenure as Director of the Company.

Shri T.C.Suseel Kumar, Executive Director (M- B & AC) of Life Insurance Corporation of India was appointed by the Board as an Additional Director of the Company with effect from 30th November, 2012 under Section 260 of the Companies Act, 1956 (the Act) read with Article 131 of the Articles of Association of the Company. Shri T. C. Suseel Kumar holds office up to the date of forthcoming Annual General Meeting and, being eligible, offers himself for appointment as a Director at the said meeting.

Shri V. B. Haribhakti and Smt. Anna Malhotra, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, Mumbai, hold office as Statutory Auditors of the Company until the conclusion of the forthcoming Annual General Meeting and are recommended by the Board for re-appointment to hold the office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. The Auditors have confirmed that, their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Act and that they are not disqualified in terms of Section 226 of the Act.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken 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;

iv. the annual accounts have been prepared on a going concern basis.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2013-14 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the Company''s business activities, the Directors have nothing to report under Section 217 (1)(e) of the Act read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy and Technology Absorption.

Foreign Exchange Transactions: 2012-13 2011-12

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 4,05,721/- 2,43,391/-

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company. For and on behalf of the Board of Directors

Nandan Damani

Chairman and Managing Director

Mumbai, 8th May, 2013


Mar 31, 2012

The Directors are pleased to present the 99th Annual Report, together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (In Rs.)

2011-12 2010-11

Total Income 6,99,76,969 8,57,27,890

Profit before Depreciation, Finance Costs and Taxation 2,38,10,942 5,56,12,336

Less: Depreciation 14,58,248 12,37,532

Less: Finance Costs 11,51,523 11,17,588

Profit before tax 2,12,01,171 5,32,57,216

Less: Current tax 57,69,789 1,91,72,600

Deferred tax (9,50,523) (57,778)

Profit for the year 1,63,81,905 3,41,42,394

Add: Balance in the statement of Profit and Loss 37,63,82,118 36,09,60,276

Less: Appropriation

Transfer to General Reserve 10,00,000 1,00,00,000

Proposed Dividend on Equity Shares 44,87,073 74,78,455

Tax on Dividend 7,27,916 12,42,097

Closing Balance 38,65,49,034 37,63,82,118

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2012 at Rs1.50 (i.e. 15%) per equity share of face value of Rs 10/-, subject to the approval of the members at the Ninety Ninth Annual General Meeting. The total cash out flow on account of equity dividend payment, including dividend distribution tax would beRs52.15lacsforthefinancialyear2011-12.

OPERATIONS

Your Company has reported total income of Rs 699.77 lacs and the net profit ofRs 163.82 lacs during the year ended 31st March, 2012.

SUBSIDIARY COMPANY

During the year under review, the Company has divest it's holding in Simplex Renewable Resources Private Limited (SRRPL) and accordingly, SRRPL has ceased to be the subsidiary of the Company with effect from 29th February, 2012.

NEW PROJECT

The Company has undertaken development of a Residential cum Commercial Complex in western suburb of Mumbai with the land owner. The name of the project is "Simplex KhushAangan" having Ground Two floors of commercial and Seventeen floors of residential tower. The company has received commencement certificate upto the plinth level and excavation work is in progress.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Smt. Gopa Ray and Shri S. K. Somany, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Shri Sanjay N. Damani, was appointed by the Board as an Additional Director of the Company with effect from 14th May, 2012 under Section 260 of the Companies Act, 1956 (the Act) read with Article 131 of Articles of Association of the Company. Shri Sanjay N. Damani holds office upto the date of forthcoming Annual General Meeting and being eligible, offer himself for appointment as a Director at the said Meeting.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, Mumbai, hold office as statutory Auditors of the Company until the conclusion of the forthcoming Annual General Meeting and are recommended by the Board for re-appointment to hold the office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. The Auditors have confirmed that, their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Act and that they are not disqualified in terms of Section 226 of the Act.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Annual Report.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Acton the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 For safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2012-13 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

Considering the Company's business activities, the Directors have nothing to report u/s 217 (1 )(e) of the Act read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy and Technology Absorption.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Mumbai, 14th May, 2012 Chairman & Managing Director


Mar 31, 2011

The Members,

The Directors are pleased to present the Annual Report, together with the Audited Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS (Rs.in lacs)

Current Year Previous Year ended ended 31.03.2011 31.03.2010 Rs. Rs.

Total Income 901.01 2,992.34

Profit before Interest, Depreciation, Taxation,Prior Period and 545.31 2,243.19 Extraordinary Items

Less: Interest 0.09 0.07

Less: Depreciation 12.37 11.75

Profit before Tax, Prior Period and Extraordinary Items 532.85 2,231.37

Add: Prior Period Adjustments - 193.44

Less: Extraordinary Items _ 75.03

Profit before Tax 532.85 2,349.78

Less: Provision for Tax (Incl. Wealth Tax) 192.00 891.51

Tax for earlier years - 32.37

Provision for Deferred Tax (0.57) (27.82)

Net Profit after Tax 341.42 1,453.72

Balance brought forward from previous year 3,609.60 3,217.49

Amount available for Appropriation 3,951.02 4,671.21

Appropriations

Proposed Dividend on Equity Shares 74.78 224.35

Taxon Dividend 12.42 37.26

Transfer to General Reserve 100.00 800.00

Balance carried forward 3,763.82 3,609.60

DIVIDEND

The Directors are pleased to recommend for approval of the Members the payment of dividend of Rs.2.50/- per share (i.e.25%) on 29,91,382 Equity Shares of Rs.10/-each of the Company for the year ended 31st March, 2011. The total cash outflow on account of equity dividend payment, including dividend distribution tax would be Rs.87.20 lacs for the financial year 2010-11.

OPERATIONS

Your Company has reported total income of Rs.901.01 lacs and the net profit of Rs.341.42 lacs during the year ended 31 st March, 2011.

SUBSIDIARY COMPANY

During the year under review, the Company has acquired 100% shares of Simplex Renewable Resources Private Limited (SRRPL) and hence SRRPL became wholly owned subsidiary of the Company. Simplex Renewable Resources Private Limited was incorporated on 13th April, 2010, and engaged in renewable energy business.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Company is attached to the accounts.

In terms of General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide Circular No.02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors Report thereon for the financial year ended 31st March, 2011 along with the Report of the Board of Directors of the Companys Subsidiary have not been annexed. The Annual Accounts and related documents of the Subsidiary Company shall be kept open for inspection at the Registered Office of the Company. The Company shall also make available these documents upon request by any member of the Company interested in obtaining the same. However, as directed by the said Circular, the financial data of the subsidiary have been furnished under Subsidiary Companys Particulars forming part of the Annual Report. 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 includes the financial information of its subsidiary.

NEW PROJECT

The Company is undertaking development of a Residential cum Commercial Complex in western suburb of Mumbai jointly with the land owner on a revenue sharing basis. The Company has obtained Intimation of Disapproval (IOD) for the project from the concerned authority. Plans have been approved by Municipal Corporation of Greater Mumbai and Commencement Certificate is awaited.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

At the Board Meeting held on 14th May, 2011, Shri Nandan Damani was re-appointed as Managing Director of the Company for a period of 3 years with effect from 29th June, 2011 on the terms and conditions in conformity with the provisions of Section 198, 309 and Schedule XIII of the Companies Act, 1956 and subject to the approval of the members in the ensuing Annual General Meeting.

Shri M. P. Jatia and Shri V. B. Haribhakti, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Director is disqualified under section 274 (1) (g) of the Companies Act, 1956.

The details of the Directors being recommended for re-appointment are contained in the accompanying notice of the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are annexed hereto.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, hold office as Statutory Auditors of the Company upto the conclusion of ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Dayal and Lohia, Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224 (1B) of the Companies Act, 1956, if appointed.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors Certificate is annexed and forms part of this Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2011 and of the profit of the Company for the said period;

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

(iv) the annual accounts have been prepared on a going concern basis.

STOCKEXCHANGE

The Companys equity shares are listed at Bombay Stock Exchange Ltd. (BSE) and the Annual Listing Fees for the year 2011-12 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the Companys business activities, the Directors have nothing to report u/s 217 (1)(e) ofthe Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules, 1988 with reference to Conservation of Energy & Technology Absorption.

Foreign Exchange Transactions: 2010-11 2009-10

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 1,78,901 1,47,800

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees ofthe company.

For and on Behalf of the Board of Directors

Nandan Damani Chairman & Managing Director Mumbai, May 14,2011


Mar 31, 2010

The Directors are pleased to present their Annual Report, together with the Audited Accounts for the year ended 31 st March, 2010.

(Rs.in lacs) Current Year Previous Year ended ended 31.03.2010 31.03.2009 Rs. Rs.

Total Income 3,097.51 17,468.72

Profit before lnterest,Depreciation, Taxation,Prior Period and 2,243.19 10,870.20 Extraordinary Items

Less: Interest 0.07 1.20

Less: Depreciation 11.75 11.01

Net Profit beforeTax, Prior Period and Extraordinary Items for the year 2,231.37 10,857.99

Add: Prior Period Adjustments 193.44 1.34

Less: Extraordinary Items 75.03 1

Net Profit before Tax 2,349.78 10,859.33

Less: Provision for Tax (Incl. Fringe benefit Tax & Wealth Tax) 891.51 2,264.36

Tax for earlier years 32.37 12.28

Provision for Deferred Tax (27.82) 314.35

Net Profit afterTax 1,453.72 8,268.34

Balance brought forward from previous year 3,217.49 299.13

Amount available for Appropriation 4,671.21 8,567.47

Appropriations

Proposed Dividend on Equity Shares 224.35 299.14

Tax on Dividend 37.26 50.84

Transfer to General Reserve 800.00 5,000.00

Balance carried forward 3,609.60 3,217.49

DIVIDEND

The Directors are pleased to recommend for approval of the Members the payment of dividend of Rs.7.50 per share (i.e.75%) on 29,91,382 Equity Shares of Rs.10/- each of the Company for the year ended 31 st March, 2010. The total cash outflow on account of equity dividend payment, including dividend distribution tax would be Rs.261.61 lacs for the financial year 2009-10.

OPERATIONS

The total income of your Company was Rs. 3,097.51 lacs and the net profit of Rs.1,453.72 lacs for the year ended 31st March, 2010. For Towers "1 to 4" of the project "Planet Godrej", Occupation Certificates (OC) has already been received and possession has been given to the buyers. During the year, the Company has received Part OC (Ground + Podium + 39 Upper Floors) for "Tower 5" (Celesta) and handing over of possession to the buyers is in process.

NEW PROJECT

The Company is undertaking development of a Residential cum Commercial Complex in western suburb of Mumbai jointly with the land owner.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Smt. Anna Malhotra and Shri S. K. Somany, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

COMPANY SECRETARY

Shri Asish Narayan, a member of The Institute of Company Secretaries of India (ICSI), has been appointed as Company Secretary of the Company with effect from 13th July, 2009 following the retirement of Shri R. L. Saboo.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are annexed hereto.

AUDITORS

M/s.Dayal and Lohia, Chartered Accountants, hold office as statutory Auditors of the Company upto the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Company has received a letter from M/s.Dayal and Lohia, Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224 (1B) of the Companies Act, 1956, if appointed.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors Certificate is annexed and forms part of this Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31 st March, 2010 and of the profit of the Company for the said period;

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

(iv) the annual accounts have been prepared on a going concern basis.

STOCKEXCHANGE

The Companys equity shares are listed at Bombay Stock Exchange Ltd. and the Annual Listing Fees for the year 2010-11 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the Companys business activities, the Directors have nothing to report u/s 217 (1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy & Technology Absorption.

Foreign Exchange Transactions: 2009-10 2008-09

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 1,47,800/- 66,750/-

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The Directors express their appreciation forthe dedicated and sincere services rendered by the employees of the company.

For and on Behalf of the Board of Directors

Nandan Damani

Chairman & Managing Director Mumbai, May 21, 2010

 
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