Directors Report of Simplex Castings Ltd.

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting their 38^th Annual Report of the Company, together with the audited accounts for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Rs in Lacs)

Particulars	Financial Year ended 31st March, 2018	Financial Year ended 31st March, 2017
Revenue from Operations (Gross)	22442.04	23676.33
Other Income	145.11	177.71
Earnings Before Interest , Taxes, Depreciation and Amortization	2735.70	2281.55
Less: Finance Costs	1163.14	1128.61
Less: Depreciation and amortization expenses	1244.58	782.37
Profit Before Tax	327.97	370.57
Less: Tax Expense	(7.50)	147.07
Profit After Tax	335.47	223.51
Other Comprehensive Income	(103.08)	42.93
Total Comprehensive Income	232.40	266.44

Your Company financial statements for the year ended March 31, 2018 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. The figures for all the comparative periods have been restated to give impact to the IND AS.

DIVIDEND

The Board of Directors of your Company are pleased to recommend dividend Rs 0.50 (5%) on Equity Shares of Rs 10/- each for the FY ended 31^st March,2018 subject to approval of the shareholding at the ensuring Annual General Meeting.

BUSINESS PERFORMANCE

The financial year 2017-18 was yet another challenging year for the economy. While the domestic economy was looking for improvement post demonetization led slowdown in growth, the same was delayed caused by the further disruptions followed by implementation of Goods and Service Tax (GST). While GST in long term is beneficial for domestic economy, the implementation of the same delayed due to initial teething troubles, the process of industrial recovery by couple of months.

The robust domestic demand, focused cost reduction drive and value added special product portfolio helped the Company deliver strong profitable performance and consequently the Company’s profitability improved during F.Y 2017-18.

Revenue from operations for the F.Y. 2017-18 stood at Rs 22442.04 Lacs against the Rs 23676.33 Lacs of previous year. However Net Profit after tax for the F.Y 2017-18 was Rs 335.47 Lacs, an increase of 50.10% over the previous year of Rs 223.51 Lacs. EBIDTA for the F.Y 2017-18 Rs 2735.70 Lacs as compared to previous year Rs 2281.55 Lacs, an increase of 19.91%.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture company.

RESERVES

Your Company did not transfer any amount to the General Reserves Account during the Financial Year 2017-18.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

MATERIAL CHANGES AND COMMITEMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments occurring after 31st March 2018, which may affect the financial position of the company or may require disclosure.

CREDIT RATINGS

The Company’s financial disciple and Prudence is reflected in the strong credit ratings ascribed rating agencies as given below:

Instrument	Rating Agency	Rating	Outlook
Long Term	SMERA	BBB-	Stable
Short Term	SMERA	A3	Stable

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits )Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or reenactments) for the time being in force).

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr Piyush Shah (DIN: 00199205), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.

The Shareholders have approved the Change of Designation of Mrs Sangeeta K Shah (DIN:05322039) from Whole Time Director to Managing Director and Mr Ketan M Shah from Chairman & Managing Director (DIN:00312343) to Chairman & Whole Time Director of the Company through Postal Ballot Dated 24^th March,2018 during the year.

PERFORMANCE EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Board’s performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

A structured questionnaire each for evaluation was prepared and a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 10th February, 2018. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. The initiatives undertaken by the Company in this respect has been disclosed on the website of the Company and can be accessed through the following link: http://www. simplexcastings.com/investors/notice-announcements/ docs/notices/2017-18/Familirisation-Programme-for-Independent-Director-on-10-02-2018.pdf

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The silent aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force is set out in the Annexure-I to this report.

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing the names of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rule 5(2) of the aforementioned Rules are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and Public holidays) between 11.00 am to 1.00 pm up to the date of AGM.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modification’s or re-enactments thereof for the time being in force), the Directors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 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 31^st March, 2018 and of the profit and loss of the Company for the financial year ended 31^st March, 2018;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

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

BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial Year 2017-18 are given in the Corporate Governance Report which forms a part of Annual Report.

STATUTORY AUDITORS AND THEIR REPORT

M/s O P Singhania & Co, Chartered Accountants (Firm Registration No. 002172C), Statutory Auditors of the Company were appointed until the conclusion of the 38th Annual General Meeting of the Company.

The Board of Directors in its meeting held on 11^th August, 2018 have approved the reappointment of M/s O P Singhania & Co, Chartered Accountants (Firm Registration No. 002172C), as the Statutory Auditors of the Company for a period of 5 years.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limit under the Act and that they are not disqualified for appointment.

A resolution proposing reappointment of M/s O P Singhania & Co Chartered Accountants as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice for the ensuing AGM.

Explanations response to Point 2(e) of Independent Auditors Report:

Point 2(e) -On the basis of Written Representations received from the Directors as on 31^st March 2018 taken on record by the Board of Directors, we report that one of the Director is disqualified as on 31^st March ,2018 from being appointed as a Director in terms of section 164(2) of the Act.

Management Reply - Mr Goverdhana Gopalswamy (DIN:02101651), Director of the Company has filed the petition in Bombay High Court against his disqualification.

Observations other than above made by the Statutory Auditors in their report for the Financial year ended 31^st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013.

COST AUDITOR AND THEIR REPORT

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Accordingly, the Board, at its meeting held on May 26, 2018, has on the recommendation of the Audit Committee, re-appointed M/s Arindam & Associates, Cost Accountants to conduct the audit of the cost accounting records of the Company for F.Y. 2018-19 on a remuneration of Rs 2.00 lacs plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the Financial Year ended March 31, 2017 was September 30, 2017 and the Cost Audit Report was filed in XBRL mode on August 29, 2017.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 26^th May, 2018 has reappointed Satish Batra & Associates, Practicing Company Secretary (Certificate of Practice No. 2875), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.

Your Company has received consent from Satish Batra & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2019.

The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

M/s. Agrawal Jain & Co, Chartered Accountants were reappointed as Internal Auditors for the FY 2018-19.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is set out herewith as Annexure III to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the year under review were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or related parties which may have a potential conflict with the interest of the Company at large.

Members may refer to Note No 36 to the financial statement which sets out related party disclosures pursuant to Ind AS.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year ended 31st March, 2018, no Loan under section 186 of the Companies Act, 2013 was made by the Company. Details of Loan, Guarantees and Investments are given in the notes to the financial statements.

SHARE CAPITAL

Your Company has increased its authorised share capital from Rs 7.50 Cr to Rs 10.00 Cr.

During the year the Company has received Rs. 7.97 Crores (25% of the issue price) from the issue and allotment of 19,93,700 warrants (11,37,900 Warrants Dated 28/03/2018, 7,01,500 Warrants Dated 31/03/2018 and 1,54,300 Warrants Dated 03/04/2018 ) of Rs. 10/- each at a premium of Rs. 150/- to non promoters on preferential basis , in pursuance of the approval of the shareholder accorded through Postal Ballot on 24th March, 2018 from the objects of the issue stated in the explanatory statement to the Notice of Postal Ballot dated 15th February, 2018. The proceeds of convertible warrants have been utilized for procurement of raw material and components along with routine expenses of working capital requirement of the company.

Presently the Company’s shares is listed on Bombay Stock Exchange. The Delisting application is pending before delisting Committee at Delhi Stock Exchange. The Company is also listed on Calcutta Stock Exchange but trading is suspended.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2018 comprises of the following Independent Directors:

Mr Kisan Ratilal Choksey (Chairman), Ms Ushma Nitin Khabaria, Mr Rajendra Amratlal Shah and Mr Champak Kalyanji Dedhia as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

IMPLEMENTATION OF SAP

The Company has implemented SAP a leading ERP solution with effect from 1^st April , 2018 by switching over from existing ERP. The implementation of SAP shall integrate all the business process across the organization. The new Regime of SAP shall Facilitate by transforming the work culture thereby increase transparency & structured information system. The SAP implementation is under stabilization process & shall soon get established across all the activities. After full stabilization of the same it will enhance the productivity & improve efficiency of the organization in the entire gamut of activities.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. (Annexure-IV).

The Policy is available on the website of the Company i.e www.simplexcastings.com.

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

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - V to this report.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

During the year, dividend amounting to Rs 3.99 lacs that had not been claimed by the shareholders for the year ended 31^st March, 2010, was transferred to the credit of Investor Education and Protection Fund as required under Act. As on 31st March, 2018, dividend amounting to Rs 14.46 lacs has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrar, Link Intime India Pvt Ltd., for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 14th September , 2017 (date of the last Annual General Meeting) on the website of the Company, www. simplexcastings.com

The same is also available on the website of the Ministry of Corporate Affairs, www.mca.gov.in.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organization’s growth and its sustainability in the long run.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, there were no complaint received pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company’s executives, staff and workers.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Chairman Managing Director

DIN:00312343 DIN:05322039

Place : Mumbai

Date:11.08.2018

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Mar 31, 2016

DIRECTOR''S REPORT

Dear Members,

The Directors have pleasure in presenting the 36th Annual Report of the Company, together with the audited accounts for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Rs in Lacs)

Particulars	Financial Year ended 31st March 2016	Financial Year ended 31st March 2015
Revenue from Operation	20426.87	16986.71
Other Income	722.72	82.14
EBITDA	2375.41	2386.45
Less: Finance Costs	1157.31	1499.08
Less: Depreciation	684.99	779.96
Profit Before Tax	533.11	107.41
Less: Tax Expense	177.33	(11.93)
Profit After Tax	355.78	119.34
Profit attributable to shareholders of the Company	355.78	119.34
Opening balance in Statement of Profit & Loss	1646.28	2017.50
AMOUNT AVAILABLE FOR APPROPRIATION	2002.06	2136.84
Interim Dividend	29.92	-
Tax on Dividend	6.09	-
Transfer to General Reserve	406.56	336.76
Prior Period Adjustment	104.22	12.67
Adjustment relating to Fixed Assets	-	141.13
Closing Balance in Statement of Profit &Loss	1455.27	1646.28

OVERVIEW OF COMPANY FINANCIAL PERFORMANCE

Net Revenue from operations increased to Rs 20426.87 Lacs as against Rs 16986.71 Lacs in the previous year- a growth of 20.25%. The Profit before tax and Profit after tax for the financial year 2015-16 are Rs 533.11 Lacs and Rs 355.78 Lacs as against Rs 107.41 Lacs and Rs 119.34 Lacs in the previous year- a growth of 396.33% and 198.12%.

The Company proposes to transfer an amount of Rs 406.56 Lacs to the General Reserves.

The Company does not have any subsidiary, or associate or joint venture company.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2015-16 and the date of this report.

DIVIDEND

The company has declared and paid an Interim Dividend of Rs 0.50 (5%) per equity shares of the face value of Rs 10/-(Rupee ten) each in the month of March 2016.

Considering the capital requirement, the Board of Directors do not recommend any final dividend on the equity shares and the interim dividend declared is the dividend on equity shares of the Company for the financial year ended March 31, 2016. The interim dividend declared and paid on equity shares including dividend tax thereon aggregated Rs 36.01 Lacs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits )Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE REPORT

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company''s management, its Board, shareholders and Stakeholders.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as Annexure I and forms part of this report. Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

CREDIT RATINGS

During the year under review, the Company has been rated by India Ratings and Research P Ltd and upgraded the Company''s Credit Rating as BBB- for Long Term Borrowings and A3 for Short Term Borrowings which is Investment grade. Previously, the Company''s rating was BB for Long Term Borrowings and A4 for Short Term Borrowings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sad demise of Directors

Mr Shivji R Shah and Mr H S Parikh, Independent Directors of the Company passed away on 18^th April, 2015 and 8^th May, 2016.

The Board has expressed gratitude and record deep condolence towards the sad demise of Mr Shivji R Shah and Mr H S Parikh.

The Board places on record its appreciation for the services rendered by Mr Shivji R Shah and Mr H S Parikh, during their tenure with the Company.

Chairman of the Board

Mr Ketan M Shah, Managing Director stepped up as Chairman of the Company effective from 3^rd August,2015.

Appointment and Re-appointment

As per the provisions of the Companies Act 2013, Mr Ketan M Shah, retires by rotation at the ensuring Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his reappointment.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on 28^th May, 2015 approved, subject to members'' approval, reappointment of Mr. Ketan M Shah Managing Director for 5 Years from 10^th July 2015, to 9^th July 2020 and appointment of Mr. G Gopalswamy as Wholetime Director for a period of 5 years with effect from 10^th July, 2015 to 9^th July 2020. The aforesaid appointments were approved by the members at the 35th Annual General Meeting held on 23^rd September, 2015.

During the period under review, Mr. Piyush P Shah was appointed as an Additional Director in their meeting held on 28^th May 2016 and Whole-time Director by the Board of Directors in its meeting held on 3^rd August, 2015. Subsequently, the Shareholders of the Company in the Annual General Meeting held on 23^rd September, 2015 approved the appointment of Mr.Piyush P Shah as Director and Whole-time Director of the Company.

The Board of Directors appointed Mr Champak K Dedhia as Additional Director of the Company, categorized as Independent. The Board recommends appointment of Mr Champak K Dedhia as Independent Directors under Section 149 of the Companies Act, 2013 for a term of five years, with effect from 1^st August 2016, respectively for approval of the shareholders at the forthcoming 36^th Annual General Meeting.

Ms D Meena was appointed as Company Secretary and Compliance officer of the Company with effect from 1 ^st June, 2015.

Resignations

Mr Arvind K Shah and Mr Shailesh A Shah, Whole Time Director of the Company, resigned due to personal reasons with effect from 1^st July 2015. The Board places on record its appreciation for the services rendered by Mr Arvind K Shah and Mr Shailesh A Shah, during their tenure with the Company.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

PERFORMANCE EVALUATION OF THE BOARD,ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. Structured questionnaires were prepared to evaluate the performance of the Board as a whole, individual performance of each director , performance of Committee and self assessment carried out by the Directors. The overall outcome of this exercise was positive.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The Silent aspects covered in the

Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

None of the employees covered under Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-II which forms part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b. That they 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 and loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,n2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they had prepared the Annual Accounts on a going concern basis;

e. That they had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD AND COMMITTEES

The Board met four (4) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of Committee have been given in the Report on the Corporate Governance.

STATUTORY AUDITORS AND THEIR REPORT

M/s Taunk & Srikanth, Chartered Accountants (Firm Registration No-001524C), who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuring Financial Year i.e. 2016-17.

The Auditors'' Report for the financial year ended 31^st March, 2016, does not contain any qualification, reservation or adverse remark.

COST AUDITOR AND THEIR REPORT

The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 29th May, 2016 has approved the appointment of M/s Arindam & Associates, Cost Accountants, (Firm Registration No. 000559) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2016-17.

Your Company has received consent from M/s Arindam & Associates., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2016-17 along with a certificate confirming their independence and arm''s length relationship.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 29th May, 2016 has appointed Satish Batra & Associates, Practicing Company Secretary (Certificate of Practice No. 2875), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2016-17.

Your Company has received consent from Satish Batra & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2017. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as Annexure III to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made there under.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2016 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is set out herewith as Annexure IV to this report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

The details of the related party transactions as per Accounting Standard 18 are set out in notes to the financial statements forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

Presently the Company''s share is listed on the Bombay Stock Exchange Limited (BSE) . The delisting application is pending before delisting committee at Delhi Stock Exchange.

There are no changes in Capital Structure during the FY ended March 31, 2016. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31,2016 comprises of the following Independent Directors:

Mr Kisan R Choksey (Chairman), Ms Ushma Khabaria, Mr Rajendra A Shah and Mr H S Parikh as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website at www. Simplexcastings.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. The CSR initiatives of your Company were under the thrust areas of health & hygiene, education ,women empowerment and enhancement of vocational training .

The annual report on the CSR activities is furnished as Annexure V which forms part of this report.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure VI to this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Section 205C of the Companies Act, 1956 and Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The details of any unpaid dividend amounts as per Section 125(2) of the Companies Act, 2013 have to be identified and uploaded on the website of the Company. Accordingly, unclaimed dividends up to the financial year 2007-08 have been transferred to IEPF by the Company.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the Industry. It has taken various steps to improve productivity across organization. During the year under review, the Company has appointed ANM Strategic & Management Consultants Pvt Ltd to prepare company Key Result Area and Key Performance Indicators of senior Management personnel.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In your Company, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, nationality, extraction, social origin, sexual orientation or age.

No Complaints relating to sexual Harassment were received in financial year 2015-16.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

Ketan M Shah

Chairman and Managing Director

DIN: 00312343

Place: Mumbai

Date: 01.08.2016

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Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report and the Statements of accounts of your Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Particulars Financial Year ended 31st March Financial Year ended 31st March 2015 (Rs in Lacs) 2014 (Rs in Lacs)

Operation Income 16986.71 15875.62

Other income 82.14 142.14

Total Revenue 17068.85 16017.76

Employee Benefit Expenses 1624.66 1592.13

Depreciation and Amortization Expenses 779.96 598.21

Finance Cost 1499.08 1414.76

Other Expenses 13057.74 12132.20

Total Expenses 16961.44 15737.30

Profit Before Tax: 107.41 280.46

Tax Expenses (11.93) 127.14

Profit for the period 119.34 153.32

Earning per share ( in Rs) 1.99 2.56

PERFORMANCE REVIEW

The highlights of the Company's performance are as under:

- Revenue from operation increased by 7% to Rs 16986.71 Lacs .

- Exports increased by 74.67% to Rs 2225.10 Lacs.

- Order book position as on 31st March 2015 stood at Rs 9271.8 Lacs.

- Profit before tax reduced by 61.70% to Rs 107.41 Lacs.

- Profit after tax reduced by 22.16% to Rs 119.34 Lacs.

- Earning per share reduced by 22.26% to Rs 1.99.

DIVIDEND

Due to inadequate Profit , your Directors have not recommended any dividend on equity shares for the year under review.

FUTURE PROSPECTS

India's steel industry is passing through one of the most challenging phases. It has been impacted by sluggish domestic demand and dumping of Steel into India by steel- surplus countries, primarily china, Russia, Japan & Korea and uncompetitive steel export due to stable Rupees .Though the market has down but your company has registered 7% growth in turnover and your management is quite confident that coming year will be more better.

The massive investment around so many mega watt in power sector will be added in the coming year. It has already put in to the action plan and initial working has already started.

This will give sufficient load for Fabrication work.

The present Modi Government has placed area by encouraging to Indian Manufacturer through make in India project to associate for making Equipment in India. The opening of the strategic defense sector for private sector participation will help foreign original equipment manufacturers to enter into strategic partnerships with Indian companies and leverage the domestic markets and also aim at global business. Besides helping build domestic capabilities, this will bolster exports in the long term.

In coming year, the huge investment will be introduced in Mining Industry and your Company is focusing on this area so that the Company can tie up for manufacturing of Equipment related to Coal Mining.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the stock exchange are complied in its letter and spirit. 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.

TRANSFER TO GENERAL RESERVE

During the year under review, the company has transferred Rs 336.76 Lacs to the General reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal controls to ensure that transactions are properly authorised, recorded and reported. The internal Control system is supplemented by well-documented policies, guidelines and procedures and reviews carried out by the Company's internal audit function, which submits reports periodically to the Management and the Audit Committee of the Board.

DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS

STATUTORY AUDITORS

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment , subject to the approval of shareholders. The Company has received letter from them to the effect that their re appointment , if made , would be within the prescribed limits and that they are not disqualified for reappointment . Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuring Financial Year i.e 2015-16.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014 and the Companies ( Cost Records and Audit ) Amendments Rules 2014 , the Company maintains the cost audit records in respect of its business. Your Board has, on the recommendation of the Audit Committee appointed M/s Arindam & Associates, Cost Accountants Raipur (C.G) as Cost auditors of the Company for FY 2016.The provisions also require that the remuneration of the Cost Auditors be ratified by the Shareholders.

SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act , 2013 and the Companies (Appointment & Remuneration of managerial Personnel)Rules , 2014, Satish Batra & Associates ,Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2014- 15. The Secretarial Audit Report for FY 2015 is attached as " Annexure- I ".

Basing on the consent received from Satish Batra & Associates ,Practicing Company Secretary and the recommendation of the Audit Committee, the Board has appointed Satish Batra & Associates ,Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2015-16.

BOARD RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Company Secretary in practice in the secretarial audit report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

Presently the Company's shares are listed on the Bombay Stock Exchange Limited (BSE) . The delisting application is pending before delisting committee at Delhi Stock Exchange and the Company has voluntary delisted from Madhya Pradesh Stock Exchange on 08.01.2015.

There are no changes in Capital Structure during the FY ended March 31,2015.

EXTRACT OF THE ANNUAL RETURN

The Details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-II".

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

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts)Rules 2014 are attached as "Annexure-III ".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of Mr Kisan R Choksey (Chairman ), Mr Shailesh A Shah and Mr Ketan M Shah as Members.

During the year under review, the Committee has not found any suitable project to initiate towards mandatory obligation as per Section 135 of the Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Arvind K Shah and Mr Shailesh A Shah, Directors of the Company, retire by rotation at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, the members approved the appointment of Mrs Sangeeta K Shah as a Whole Time Director of the Company who is liable to retire by rotation and of Mr Hasmukhlal S Parikh, Mr Kisan R Choksey, Mr Rajendra A Shah, Mr Shivji R Shah and Ms Ushma khabaria as a Independent Directors who are not liable to retire by rotational.

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 Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors .

During the year under review the Board has appointed Mr Avinash Hariharno as Chief Financial Officer of the Company with effect from 1st June, 2015. The Company has received resignation from Ms Monalisa Patni from the office of Company Secretary on March 23, 2015 and the same has been accepted in Board of Directors Meeting held on May 28,2015.

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP & EMPLOYEES

None of the employees covered under Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as " Annexure-IV" which forms part of this report.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details , please refer report on Corporate Governance section of this Annual Report.

AUDIT COMMITTEE

As required under section 177 of the Companies Act ,2013 read with Clause 49 of the Listing Agreement with the Stock Exchange , the Board constituted an Audit Committee. Audit

Committee of the Board comprises of four independent Directors namely Mr Kisan R Choksey, Chairman and Mr Hasmukhlal S Parikh, Mr Shivji R Shah and Mr Rajendra A Shah as Members . All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism to provide appropriate avenues to the employees to bring to the attention of the Management any issue which is perceived to be in violation of or in Conflict with the fundamental business principles of the Company. The Company has provided dedicated e-mail addresses for reporting such concerns . The employees are encouraged to raise any of their concerns by way of whistle blowing and none of the Employees have been denied access to the Audit Committee. Mr. Rajesh Shah is vigilance Officer for effective implementation of the Policy. The Vigil Mechanism policy is available on the website of the Company www.simplexcastings.com

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Mr Kisan R Choksey as the Chairman and Mr Hasmukhlal S Parikh and Mr. Rajendra A.Shah as Members of the Committee.

Nomination and Remuneration Policy:

The Board of Directors of your Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, senior Management and their remuneration .The contents of the policy are stated in the Corporate Governance Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the Listing Agreement , the board has carried out an Annual performance Evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees. The manner in which the evaluation was carried out has been explained in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements /transactions entered 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 contracts/arrangements/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your attention is drawn is to Related Party disclosures set out in Note No. 31 of the Financial Statements/Auditors Report.

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 at http:// www.simplexcastings.com/investors/information.php

RISK MANAGEMENT POLICY

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

(a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards 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, 2015 and of the Profit and loss of the company for that period;

(c) the Directors have 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;

(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.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of the Companies Act , the declared dividends, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and protection Fund (IEPF) established by the central Government pursuant to the said Act.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Your Company recognizes its responsibility and continues to provide a safe working environment for women ,free from sexual Harassment and discrimination to boost their confdent, morale and performance.

ACKNOWLEDGEMENT

Your Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Director Director

Place: Mumbai

Date : 03.08.2015

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting are pleased to present the 34th Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

Financial year Financial year Particulars ended ended 31st March 2014 31st March 2013 (Rs. in Lacs) (Rs. in Lacs)

Operating Income 15,875.62 20,314.36

Other Income 142.14 132.13

Total Receipts: 16,017.76 20,446.49

Employee Benefit Expenses 1,592.13 1,616.20

Depreciation & Amortization expenses 598.21 598.72

Finance Cost 1,414.76 1,541.62

Other Expenses 12,132.2 15,959.18

Total Expenses 15737.30 19715.72

Profit Before Tax: 280.46 730.77

Tax Expenses 127.14 235.23

Profit for the period : 153.32 495.54

Earning Per Share (in Rs.) 2.56 8.28

Public Shareholding (in %) 41.72 42.44

Promoters Shareholding (in %) 58.28 57.56

DIVIDEND:

The Board of Directors of the Company in their meeting held on 29th May, 2014 has recommended dividend @ 5%, i.e. 50 paisa per equity share for the financial year 2013-14.

performance review:

The sales and other Income for the financial year 2013 - 14 were Rs. 16,017.76 lacs as against Rs. 20,446.49 lacs for the year 2012-13, registering a decrease of 21.66% as compared to last year.

The Profit before tax was Rs. 280.46 lacs and Profit after tax was Rs. 153.32 lacs for the financial year 2013-14 as against Rs. 730.77 lacs and Rs. 495.54 lacs of the previous year.

Total expenses decreased from Rs. 18,174.10 lacs to Rs. 14,322.54 lacs in Financial year 2013-14, where as other income increased from Rs. 132.13 lacs to Rs. 142.14 lacs.

Earning per share has declined from Rs 8.28 in 2012-13 to Rs. 2.56 in Financial year 2013-14.

future prospects:

The objective of our company is to achieve & sustain reputation for quality at competitive price in the National and International markets for its entire products range. Being a part of steel industry as a foundry manufacturing unit, our company has sound future. The Company is expected to gain a steady growth again and use the opportunity available in National and International markets. The future prospects are looking bright, we are expecting following developments :

It is envisaged that in SAIL Plants & other private sector plants are going to put up new coke oven battery as well as re- building of old batteries like- Bhilai Steel Plant, Bokaro, Roulkela, Durgapur, Possco, Jindal etc. approximate 8-10 batteries will require air cooled coke oven doors in which Simplex Castings limited is one of the Company in India who has experience of manufacturing and commissioning for air cooled coke oven doors.

We are expecting some more orders from Indian Railways as well as American Railways, GE and EMD for truck frames and Casnub boogies. There is huge scope of pallet plants in India. We have supplied complete 110 set pallet body assembly to M/s Adhunik Mettals, Bajrang Alloys and NECO, Raipur. They are working very satisfactorily, we are looking forward for further more order of pallet plants in coming years, and there is also scope for orders for some parts of Shipbuilding.

conservation of energy, technology absorption & foreign exchange earnings and outgo:

Information as required under Section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

public deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

management discussion and analysis:

A report on Management Discussion and Analysis (MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

particulars of employees:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms a part of this report and will be sent on demand to the shareholders. Any Shareholders interested in obtaining a copy of the said statement may write to the Company Secretary.

board of directors:

Mr. Arvind S Shah and Mr. Shailesh A. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend his appointment.

Mrs. Sangeeta Ketan Shah,Whole Time Director and Ms. Ushma Nitin Khabaria, Independent Director are appointed by the Board of the Directors of the Company subject to the members approval as per the Companies Act, 2013.Your Directors recommend their appointments.

Pursuant to Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. As per Companies Act, 2013 the Nominee Director is not considered to be an Independent Director. Presently, Mr. Hasmukhlal S. Parikh, Mr Kisan R. Choksey, Mr Rajendra A. Shah,and Mr. Shivji R. Shah the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the Companies Act, 2013 and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, administration, technical operations and other disciplines related to Company''s business. Keeping in view, the educational / professional qualifications, working experience, expertise in line with Company''s business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years.

directors'' responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent. The purpose was to give a true and fair view of the state of affairs of your Company, and the profit of the Company at the end of the financial year.

c) The Directors took 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.

d) The Directors prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuing Financial Year i.e. 2014-15. The Notes on Accounts referred to in the Auditor''s Report are self-explanatory and give complete information.

cost audit

M/s. Arindam & Associates, Cost Accountants, Raipur (CG), have been appointed as Cost Auditors of the Company for financial year 2014-15 commencing 1st April, 2014 and in accordance with the Companies Act 2013 their remuneration is to be ratified at the Annual General Meeting.

corporate governance:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate Section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

sexual harassment act, 2013:

No complaints relating sexual harassment were received in financial year 2013-14.

vigil mechanism:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges Listed Companies has to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

APPRECIATION:

Your Directors take this opportunity to express their deep and sincere gratitude to the employees, who have largely contributed to the efficient management of your Company, as well as to the Government of India and Regulatory Authorities for their co-operation, support and guidance. The Directors also place on records their appreciation for the Company''s valued customers, bankers, vendors, employee unions, shareholders and all other business associates for their continued support and confidence in the company and its management.

For and on behalf of the Board of Directors

Place: Mumbai (Arvind S. Shah) Date: 29/05/2014 Chairman

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Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rupees in Lacs) Particulars Financial year ended Financial Year ended 31st 31st March 2012 March 2011

Operating Income 21,745.00 20,347.33

Other Income 107.20 94.04

Total Receipts 21,852.20 20,441.37

EBIDTA 3,609.18 3,367.30

Less: Interest & Financial Charges 1491.01 971.19

Depreciation & Amortisation 577.94 517.02

Less: Transfer from Revaluation Reserve 49.02 528.92 55.33 461.69

Profit Before Tax 1,589.25 1,934.42

Less: Provision for current taxation 405.67 570.62

Less: Deffered Tax Liability/(Asset) 125.55 67.84

Profit for the year 1,058.03 1,295.96

Add: Balance in P&L Account 2006.16 1438.79

Less: Previous Year adjustments (net) 17.67 54.71

Amount Available for appropriation 3046.52 2680.04

Appropriations:

General Reserve 1000.00 500.00

Dividend 149.61 149.60

Tax on distributed Profits 24.27 24.27

Balance Carried forward to Balance Sheet 1872.64 2006.16

DIVIDEND:

The Board of Directors of the Company in their meeting held on 10th August, 2012 has recommended a dividend @ 25%, i.e. Rs. 2.50/- per equity share of the Company for the financial year ended on 31st March' 2012 and fixed 20th September' 2012 as the record date for the purpose of payment of dividend.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2011 - 2012 were Rs. 21852.20 lacs as against Rs. 20441.38 lacs for the year 2010 - 2011, registering an increase of 6.91% over the last year's figure.

The Profit before tax was Rs. 1589.25 lacs and Profit after tax was Rs. 1058.03 lacs for the financial year under review as against Rs. 1934.41 lacs and Rs. 1295.95 lacs of the previous year, a decline of 17.84% and 18.36% over the last year's respective figures.

FUTURE PROSPECTS:

Analysis of the drivers and challenges indicate that the factors which lead to the growth of the market include increasing demand from automobile sector, strong economic growth, supportive government participation, low cost of labour and improving technology and modernization. Strong opportunity exists in the market as increasing demand for castings will drive the production of such products. This coupled with the fact that the Indian economy is growing strongly will lead to a developing market.

Additionally, improving production technology and government support will help to stimulate growth in this market. The key challenges identified are the market constraints, rising input costs and low capacity utilization. Restriction to local markets and infrastructure constraints deters the growth of this market. Fluctuating input costs & supply and low capacity utilization also acts as a major bottleneck. In future, your company will take benefit of all the positive factors and plan to overcome the negative factors.

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

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is given as below-

Name of the Age (Years) Qualification Experience employee (Years)

Mr. Arvind Shah 71 B. Com. 46

Name of the Designation Date of Joining Remuneration (Rs.) employee

Mr Arvind Shah Chairman 25/08/1980 69,97,160

BOARD OF DIRECTORS:

Shri Rajendra A. Shah, Shri H. S. Parikh and Shri Shivji R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year 2011 - 12, the applicable accounting standards have been followed and there are no material departures.

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended on 31st March, 2012.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

COST AUDIT

M/s. Murty A.V.R. & Co., Cost Accountants, Bhiali have been appointed as Cost Auditors of the company for Financial year 2011-12 commencing 1st April, 2011, subject to approval of Central Government. Audit of the Cost Accounts of the company for the year ended 31st March, 2012 will be conducted by the Cost Auditors and Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India within prescribed time.

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITOR'S REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory give complete information.

APPRECIATION:

Your Directors wish to place on record their appreciation towards the contribution of all employees of the company and their gratitude to the Company's valued customers, bankers, vendors, employee unions, Government authorities, shareholders and all other business associates for their continued support and confidence in the company and its management.

For and on behalf of the Board

Place: Mumbai

Date: 10th August, 2012 (Arvind Shah)

Chairman

---

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 31st Annual Report and Statement of Accounts of your Company, for the year ended on 31st March 2011.

FINANCIAL RESULTS: (Amt. Rs. Lacs) Year Ended Year Ended 31-03-2011 31-03-2010

Operating Income 20,347.33 16,440.99

Other Income 94.04 156.28

Total Receipts 20,441.37 16.597.28

EBIDTA 3.367.30 2767.67

Less: Interest & 971.19 725.26 Financial Charges

Depreciation 517.02 466.64 Less: Transfer from 55.33 56.24 Revaluation Reserve 461.69 410.40 Profit before Tax 1934.42 1,632.02

Less : Provision for Current Taxation 570.00 500.00

Provision for - - Fringe Benefit Tax

Provision for Deferred Tax 67.83 67.63

Provision for Wealth Tax 0.62 0.84

Profit after Tax 1,295.96 1.063.54

Add: Balance in Profit & Loss Account 1,438.78 1,043.91

Less : Previous Year 54.71 14.49 Adjustments (Net)

Amount Available for 2.680.03 2.092.96 Appropriations:

Appropriation General Reserve 500.00 496.65

Dividend - 134.64

Tax on Distributed Profits - 22.88

Balance Carried forward to Balance Sheet 2180.04 1,438.79

DIVIDEND:

The Board of Directors of the Company in their meeting held on 25th July' 2011 has recommended a dividend @ 25%, i.e. Rs.2.50/- per equity shares of the Company for the financial year ended on 31st March, 2011 and fixed 16th September, 2011 as record date for the purpose of payment of dividend.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2010 - 2011 were Rs. 20441.38 lacs as against Rs. 16,597.29 lacs for the year 2009 - 2010, registering an increase of 23.16% over the last year's figure.

The Profit before tax was Rs. 1934.42 lacs and Profit after tax was Rs. 1295.96 lacs for the financial year under review as against Rs. 1,632.01 lacs and Rs. 1,063.53 lacs of the last year, an improvement by 18.52 % and 21.85 % over the last year's respective figures.

FUTURE PROSPECTS:

The Indian economy is strongly on track and expected to grow continuously. The Company is expected to maintain a steady growth and use the opportunity available in the Railway, Power and Oil and gas industry. The combination of effective manufacturing costs with good quality systems would give an edge to the Company in terms of pricing & quality and the demands for greater environmental protection caused serious challenges to the casting industry.

The casting industry supplies castings not only for the automotive industry but also for a number of other industries including railways, farming, public works machines, machining tools and public services. It is indeed the backbone of many industries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1)(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

INDUSTRIAL RELATIONS:

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended are not applicable, as none of the employees drew remuneration beyond the limits specified.

BOARD OF DIRECTORS:

Shri. Arvind Shah, Shri Shailesh A Shah and Shri Kisan R Choksey, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year 2010-11, the applicable accounting standards have been followed and that there are no material departures.

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended 31st March, 2011.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITOR'S REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory give complete information.

APPRECIATION:

Your Directors wish to thank and place on record their appreciation for all the employees, workers, staff and the officers for their hard work, solidarity, co-operation and support during the year. The Directors also place on record their appreciation for the continued support from Financial Institutions, Bankers, Shareholders and all other business associates.

For and on behalf of the Board (Arvind Shah) Chairman

Place : Mumbai Date : 25th July, 2011

---

Mar 31, 2010

The Directors are pleased to present the 30th Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lacs)

Particulars Financial year ended Financial Year ended 31st March 2010 31st March 2009

Operating Income 16,440-99 17,376.63

Other Income 156.29 160.02

Total Receipts 16,597.28 17,536.65

EBIDTA 2,767.67 2,753.45

Less: Interest & Financial Charges 725,28 971.03

Depreciation 466.64 428.22

Less: Transfer from Revaluation Reserve 56.24 410.4 57.43 370.8

Profit Before Tax 1,632.01 1,411.62

Less: Provision for current taxation 500.84 410

Provision for Fringe Benefit Tax - 10.25

Provision for Deferred Tax 67.83 78.93

Profit After Tax 1,065.54 912.45

Add: Balance in Profit & Loss Account 1,043.91 758.02

Less: Previous Year Adjustments 14.49 3.79

Amount available for Appropriation 2,092.96 1,666.68 Appropriations:

General Reserve 496.65 482.75

Dividend 134.64 119.68

Tax on Distributed Profits 22.88 20.34

Balance carried forward to Balance Sheet 1438,79 1,043.91

DIVIDEND:

The Board of Directors of the Company in their meeting held on 10th July 2010 has recommended a dividend @ 22.5%, i.e. Rs2.25/- per equity shares of the Company for the financial year ended on 31st March 2010.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2009 - 2010 were Rs.16, 597.28 lacs as against Rs. 17,536.65 lacs for the year 2008 - 2009, registering a minor decrease of 5.36% over the last years figure. This was primarily due to cut in capital spending budgets by many of our clients during the period under review.

The Profit before tax was Rs.1, 632.01 lacs and Profit after tax was Rs. 1,063.54 lacs for the financial year under review as against Rs. 1,411.62 lacs and Rs. 912.45 lacs of the last year, an improvement by 15.61 % and 16.55 % over the last years respective figures.

FUTURE PROSPECTS:

The Company has good prospects in the fields of casting, fabrication, machining and complete equipment supply, both from public sector like Railways and SAIL, and private sector. Going forward, the Company is working towards reducing its reliance on Public Sector and establishing itself as one stop shop for all engineering requirements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(1 )(e) of the Companies Act, 1956 read with the Companies(Disclosure of particulars in the Report of Board of Directors) Rules,1988 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

INDUSTRIAL RELATIONS:

Your Company believes that the success of any organization very much depends upon the quality of its man power and their inter relationships, so that they could work with collective interest, for a common goal, which is maximization of value of the organization.

There were cordial and harmonious industrial relations during the year and the management received full cooperation from the employees. Employees at all levels actively participated in various activities to identify and implement efficiency improvement programmes, demonstrating a huge degree of commitment towards general cost consciousness. The Board would like to thank the contribution and commitment of all the employees towards the success and growth of the Company.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended forming part of Directors Report are as under:

Name Designation Age Remuneration Qualification Experience Date of Previous

(Years) Commencement employment of employment *GGopal Swamy Director 62yrs. 26,19,600/- B. E. (Mech.), 40yrs 22.042008 Arcellor Mittal

(Operations& PGDIM, FIE. China

Development)*

• Pursuant to the respective Clause of Articles of Association, appointed as an Additional Director with effect from July 10, 2010.

BOARD OF DIRECTORS:

Shri. Hasmukhlal. S. Parikh and Shri. Shivji R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year 2009 -10, the applicable accounting standards have been followed and there are no material departures:

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended on 31st March, 2010.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITORS REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and give complete information.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their appreciation to workers, staff and the officers who have largely contributed to the efficient management of your company. The Directors also place on record their appreciation for the continued support from Financial Institutions, Bankers, Shareholders and all other business associates.

For and on behalf of the Board

Place: Mumbai (Shailesh A. Shah)

Date : 10th July, 2010 Executive Director