Mar 31, 2016
Dear Members,
It is our pleasure to present the 26th Annual Report of your Company together with the Audited Financial Statements for the financial year ended March 31, 2016.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended March 31, 2016, compared with the previous financial year, is summarized below:
(Rs. in lakhs)
Year ended 31st March, 2016 |
Year ended 31st March, 2015 |
|
Total Income |
42,671.30 |
53,019.00 |
Less: Expenses |
51,022.68 |
57,022.97 |
Profit / (Loss) before exceptional and extra-ordinary items |
(8,531.38) |
(4,003.97) |
Exceptional Items |
(400.50) |
474.68 |
Profit before extra-ordinary items & tax |
(8,751.88) |
(3,529.29) |
Less: Provisions for Taxation |
(218.37) |
(125.62) |
Profit After Tax |
(8,533.51) |
(3,403.67) |
Add: Balance brought forward from last year |
4,425.79 |
7,877.32 |
Profit Available For Appropriation |
(4,107.72) |
4,425.79 |
Less: Proposed Dividend (including tax on dividend) |
NIL |
NIL |
Tax thereon |
NIL |
NIL |
Transfer to General Reserve |
NIL |
NIL |
Balance Profit after appropriation |
(4,107.72) |
4,425.79 |
2. OPERATIONAL PERFORMANCE
On consolidated basis, for the Financial Year ended March 31, 2016, your Company has achieved a Gross Turnover of Rs. 4,2657.21 Lacs as against Rs. 5,3071.65 Lacs for the previous period. The turnover of the Company has thus shown a decline of 19.62%.
On Standalone basis, the Gross Turnover for the Financial Year 2015-16 at Rs. 42,116.51 Lacs was lower by 19.16% over last year (Rs. 52,099.06 Lacs in FY 201415). The Company has incurred a loss of Rs. 8,533.51 Lacs (after interest and depreciation charges) as against a loss of Rs. 3,403.67 Lacs for the previous year, thus showing a decline of Rs. 5,129.84 Lacs.
The financial year under review witnessed significant increase in the finance cost resulting in escalation in total cost. Moreover, due to competitive pressure infrastructure development in India has been going through a very difficult phase over the last few years, affecting the overall performance. Consequently, players in the construction space, especially those in business of building large infrastructure for the state and central governments, have had to face severe financial, operational and regulatory challenges, such as very tight liquidity conditions, serious stress on cash flows, as well as sundry issues brought up in the ambit of environment and social displacement.
As informed earlier, the operations of the companyâs branch at Libya, was stopped due to prevailing political situation. However, in view of the prolonged uncertainty of resumption, the company is proceeding with Arbitration. The overseas order for construction work at Kuwait is going on smoothly.
Our focus area continues to be the execution of civil engineering projects with specialization on piling, building, bridge and flyover. Further your Company had been successful in bagging various contracts for execution of Infrastructure Projects. The Company expects substantial increase in the order book position.
3. DIVIDEND :
During the year under review, the Board of Directors of the Company at their meeting held on May 30, 2016 did not recommend payment of dividend with a view to conserve the resources for the future development of the Company.
During the year under review, an amount of Rs. 57,194/was transferred to the Investor Education & Protection Fund pertaining to the Unclaimed Dividends for the Financial Year 2007-08.
4. RESERVES
There is no amount available for transfer to Reserves for the year ended March 31, 2016
5. SUBSIDIARY, ASSOCIATES & JOINT VENTURES
The Company has one subsidiary as on March 31, 2016, namely Simplex Agri-Infra Services Pvt. Ltd. The Policy for determining Material Subsidiaries, adopted by your Board, pursuant to Clause 49 of the erstwhile Listing Agreement with the Stock Exchanges, can be accessed on the Company''s website. The same is in harmony with the provisions of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. (hereinafter referred to as âSEBI Listing Regulationsâ). Further, it may be note that the Company does not have any material subsidiary.
Simpark Infrastructure Pvt. Ltd. (SIPL), ceased to be a Wholly-owned Subsidiary of the Company during the year under review. Pursuant to the decision taken by the Board of Directors, 16,31,400 Shares (51.21%) of the Company were disposed off on March 31, 2016, resulting in generation of liquidity for the Company. The proceeds of the sale are to be utilized for achieving the objectives of the Company in an efficient manner. Hence, SIPL is now an Associate of your Company, as defined under Section 2(6) of the Companies Act 2013 (hereinafter referred to as âthe Actâ).
The subsidiary of your Company, Simplex Agri-Infra Services Pvt. Ltd., which was earlier awarded contracts by Food Corporation of India (FCI) to construct and maintain warehouses at different parts of Jammu & Kashmir and Himachal Pradesh on Build, Own & Operate/Lease basis has commenced commercial operations during the financial year 2015-16. Accordingly, the Statement of Profit & Loss of the Company has been prepared for the first time for the year ended March 31, 2016, according to the provisions of the Act and consolidated with the Financial Statements of your Company.
Simplex projects Road & Highway Construction Private Ltd. continues to remain an associate of the Company. Further, your Company has a Joint Venture in the form of Joint Venture Co-operative at Netherland in the name and style of Simplex Projects (Netherlands) Cooperative U.A., in partnership with one of its Group Companies, to foray into the European Markets. The Company also has a joint venture in the name and style of âTriveni Engicon Pvt.Ltd.- Simplex Projects Limitedâ which has completed its project and there were no further operations during the year.
Pursuant to provisions of section 129(3) of the Act, a statement containing salient features of the financial statements of the Company''s subsidiaries in Form AOC-1 is appended to this Report as Annexure I. The Consolidated Financial Statements of your Company are prepared in accordance with the Accounting Standard 21, issued by the Institute of Chartered Accountants of India.
6. DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the board of directors, to the best of their knowledge and ability, state that : -
a) In the preparation of the annual accounts for the financial year ended March 31, 2016, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;
b) The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2016 and of the loss of the Company for the year ended on that date;
c) The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d) The Directors have prepared the annual accounts on a ''going concern'' basis;
e) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and
f) The Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.
Based on the framework of Internal Financial Controls and compliance systems established by the Company, work performed by the Internal, Statutory and Secretarial Auditors and the reviews performed by management and the Audit committee of the Company, the board is of the opinion that the Internal Financial Controls of the Company were adequate and effective during FY 2015-16.
7. DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of your Company consists of six directors as on March 31, 2016, with an optimum mix of Executive and Non-executive Directors. Details of the composition of the Board have been disclosed in details in the
Corporate Governance Report, which forms an integral part of this report.
Mr. Jai Kishan Bagri, Whole-time Director of the Company retires by rotation, in terms of Section 152(6) of the Act, read along with the Articles of the Company, at the forthcoming Annual General Meeting and being eligible, offers himself for reappointment.
The Board at its meeting held on February 12, 2016, based on the recommendation of the Nomination and Remuneration Committee, appointed Mr. Keshava Das Mundhra (DIN: 00969981) as an Additional Independent Director of the Company, pursuant to Section 149, 161 and other applicable provisions of the Act, read along with the SEBI Listing Regulations. Accordingly, he shall hold the office only up to the date of this Annual General Meeting.
Pursuant to Section 160 of the Act, the Company has received a notice, in writing, from a member, along with a deposit of requisite amount proposing the candidature of Mr. Keshava Das Mundhra for the office of Independent Director of the Company. The members are requested to see the Notice of Annual General Meeting for further details.
The Board at its meetings held on September 24,
2015 and November 13, 2015 accepted the resignation of Mr. Nitindra Nath Som and Mr. Shyam Das Mundhra, both Independent Directors of the Company, respectively. The Board places on record, its appreciation for the services and expertise rendered by them during their tenure as Independent Directors of the Company. The Board also took note of relinquishment of Mr. Anil Jain, GM-Commercial and Company Secretary of the Company, at its meeting held on February 24, 2016.
All the directors of the Company, including the Independent Directors, have disclosed their concern and interest in other companies, bodies corporate, firms, and other association of individuals, including the shareholding, in Form MBP-1. Further, all the Independent Directors have confirmed that they meet the criteria of independence, as laid down under Section 149(6) of the Act, read along with the Regulation 16(1 )(b) of the SEBI Listing Regulations.
Pursuant to SEBI Listing Regulations, your Company has framed and adopted a Policy on Familiarization of the Independent Directors, Accordingly, the Company had arranged a familiarization program for the Independent Directors of your Company on February 16, 2016. The Independent Directors met the members of the Senior Management Team of the Company and discussed about the current state of operations of the Company. As required under Regulation 46 of the SEBI
Listing Regulations, the details of the familiarization program is available on the website of the Company.
8. BOARD EVALUATION
The Nomination & Remuneration Committee of the Company has approved the Policy on Board evaluation, evaluation of Board Committees'' functioning and individual Director evaluation. The Company believes that it is the collective effectiveness of the Board and the senior management that impacts Company performance. The primary evaluation platform is that of collective performance of the Board as a whole.
The Board of Directors had carried out an annual evaluation of its own performance, board committees and individual directors pursuant to the provisions of the Act and the corporate governance requirements as prescribed by SEBI Listing Regulations. The performance of the Board was evaluated after seeking inputs from all the directors and the senior management of the Company, on the parameters derived from Board''s core role of trusteeship to protect and enhance shareholder value as well as fulfill expectations of other stakeholders through strategic supervision. Board performance is assessed against the role and responsibilities of the Board as provided in the Act and the SEBI Listing Regulations.
The performance of the various committees of the Board was evaluated after seeking inputs from the committee members on the basis of the criteria such as the composition of committees, effectiveness of committee meetings, flow of information, etc. Reports on functioning of Committees were placed by the respective Committee before the Board.
The Board as well as the Nomination and Remuneration Committee of the Company reviewed the performance of the individual directors on the basis of the role played by each Director as a member of the Board, contribution to the Company, relationship with the stakeholders, peer evaluation, etc. In addition, the Chairman and Managing Director was also evaluated on the key aspects of his role.
Pursuant to Clause VII of the Schedule IV to the Act, in a separate meeting, the Independent Directors of the Company evaluated the performance of No independent Directors, performance of the board as a whole and performance of the Chairman, taking into account the views of the Non-independent Directors and the senior management. The same was discussed in the board meeting that followed the meeting of the Independent Directors, at which the performance of the board, its committees and individual directors was also discussed. Performance evaluation of Independent Directors was done by the entire board, excluding the director being evaluated.
9. REMUNERATION POLICY
Pursuant to Section 178(1) of the Act, the Company had constituted Nomination and Remuneration Committee to perform such functions as enumerated in the Act and the SEBI Listing Regulations. Your Company follows the Policy on Remuneration of Directors and Senior Management Employees, as approved by the Committee. A detailed report on the same is given in the Corporate Governance Report, which forms an integral part of this report.
10. MEETINGS OF THE BOARD
The Board of Directors met seven times during the financial year ended March 31, 2016, in accordance with the provisions of the Act and the rules made there under. The dates and details of these meetings are provided in the Corporate Governance Report, which forms a part of this report.
The intervening gap between the meetings was within the stipulated period under the Act. The Company followed the principles and guidelines prescribed by the Secretarial Standard 1- Meetings of the Board of Directors, issued by The Institute of Company Secretaries of India.
11. AUDIT COMMITTEE
Pursuant to Section 177 of the Act and the SEBI Listing Regulations, the Audit Committee of your Company consists of majority of Independent Directors and the details pertaining to composition and meetings of the committee are included in the Corporate Governance Report, which forms part of this report. The Board has accepted all the recommendations made by the Audit Committee during the financial year 2015-16.
12. AUDITORS & AUDIT REPORTS:
a. Statutory Audit
The Statutory Auditors of the Company, M/s. Chaturvedi & Company, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment until the conclusion of the Annual General Meeting of the Company to be held in the Year 2017. As required under Section 139 of the Act, your Company has received a written consent and a certificate from M/s. Chaturvedi & Co., Chartered Accountants, to effect the re-appointment. Members are requested to appoint them as the Statutory Auditors from the conclusion of the ensuing Annual General Meeting till the conclusion of the next Annual General Meeting in 2017 and to authorize the Board to fix their remuneration for the year 2016-17.
The qualifications in the Auditorsâ Report read with Annexure referred to in Paragraph 7 of the Auditorsâ Report are repetitive and not significant in nature. Comments under Annexure to the Auditorsâ Report are self-explanatory and, therefore, require no further comments from the Board of Director.
b. Cost Audit
In terms of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014, as amended from time to time, on recommendation of the Audit Committee, the Board of Directors have appointed M/s. S. Chhaparia & Associates, Cost Accountants, Kolkata (Firm Registration No. 101591) as Cost Auditors to conduct the audit of cost records of your Company for the financial year
2016-17. The remuneration of the Cost Auditors has been approved by the Board, on the recommendation of the Audit Committee, and the requisite resolution for ratification of remuneration of Cost Auditors by the members has been set out in the Notice of the 26th Annual General Meeting of the Company.
c. Secretarial Audit
Pursuant to Section 204 of the Act, the Board had appointed M/s. A. K. Labh & Co., Company Secretaries, Kolkata to carry out Secretarial Audit for the year ended March 31, 2016. The Secretarial Auditor Report is appended to this Report. There are no qualifications made in the Report. However, the matters on which the emphasis has been laid down in the Report has been duly taken care of.
13. LOANS, GUARANTEES OR INVESTMENTS
The particulars of loans, guarantees and investments covered under the provisions of Section 186 of the Act have been disclosed in the notes to the Financial Statements.
14. RELATED PARTY TRANSACTIONS
None of the transactions with the Related Parties fall under the ambit of Section 188(1) of the Act, since all the agreement and transactions were in the ordinary course of business and on an armâs length basis. None of the transactions could be considered as material in accordance with the policy of your Company on Materiality of Related Party Transactions, which is available on the Companyâs website. Further, none of the transactions with related parties required approval of the shareholders, as the same were within the prescribed limits, under Section 188(1) of the Act and the Rules framed there under, as amended from time to time.
Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure II in Form AOC-2 and the same forms part of this report.
15. DEPOSITS
The Company, during the year under review, has not accepted any deposit from public and as such, no amount on account of principal or interest on Public Deposits was outstanding as on the date of the Balance Sheet.
16. INTERNAL FINANCIAL CONTROLS
Your Company has adequate Internal Control Systems and Procedures in place for effective and smooth conduct of business and to meet exigencies of operation and growth. The Financial Statements of the Company are prepared through the process which has automated as well as manual controls to ensure accuracy of recording all transactions which have taken place during any accounting period, and the resultant financial position at period end. Management Information System has been established which ensures that adequate and accurate information is available for reporting and facilitating decision making.
The Company has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, safeguarding of its assets, prevention and detection of fraud and errors, accuracy and completeness of the accounting records, and timely preparation of reliable financial disclosures.
Internal Audit, pursuant to Section 138 of the Act, is conducted by independent firm of auditors. Internal Auditors regularly checked the adequacy of the system and their observations were reviewed by the management and remedial measures, as necessary, were undertaken. Internal Auditors directly report to the Chairman of the Audit Committee of the Company to maintain its objectivity and independence.
17. MATERIAL CHANGES & COMMITMENTS
Except as disclosed elsewhere in this report, there have been no material changes or commitments which could affect the financial position of your Company, between the end of Financial Year 2015-16 and the date of this report.
18. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS.
There are no significant material orders passed by any Regulator / Court which would impact the going concern status of your Company and its future operations.
19. HUMAN RESOURCE
Your Company treats its âHuman Resourceâ as one of its most important assets. It has always provided a congenial atmosphere for work to all its employees that is free from discrimination and harassment. During the year under review, it invested in attraction, retention and development of talent on an ongoing basis.
Your Company has zero tolerance towards sexual harassment at the workplace. To strengthen the security against sexual harassment, as required under Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013, the Company has adopted âAnti-Sexual Harassment Policyâ and also constituted an Internal Complaints Committee (ICC). No complaints with allegation of any sexual harassment were reported during the year under review.
Particulars of employees as required under Section 197(12) of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is annexed as Annexure III.
20. CHANGES IN THE SHARE CAPITAL OF THE COMPANY
During the year under review, Financial Year 2015-16, the Company has not issued any Equity Shares. Accordingly, the details of Shares issued with Differential Voting Rights, Issue of Sweat Equity Shares and Issue of Employee Stock Option Scheme are not applicable on your Company.
21. VIGIL MECHANISM :
In terms of Section 177(9) & (10) of the Act, Vigil Mechanism for directors and employees to report genuine concerns has been established by your Company. The Board has adopted a Whistle Blower Policy to promote reporting of any unethical or improper practice or violation of the company''s Code of Conduct or complaints regarding accounting, auditing, internal controls or disclosure practices of the company. It gives a platform to the whistle blower to report any unethical or improper practice (not necessarily violation of law) and provides a formal process for all directors, employees and vendors to approach the Chairman of the Audit Committee and make protective disclosures about any concern. The Vigil Mechanism Policy has been uploaded on the website of the Company and is reviewed by the Audit Committee as well as the Board at regular intervals.
22. CORPORATE GOVERNANCE
Your Company is committed to maintain the highest standards of Corporate Governance and adheres to the Corporate Governance requirements as stipulated by the Act and SEBI Listing Regulations. The report on Corporate Governance as stipulated under Regulation 34(3) read with the Schedule V of the SEBI Listing Regulations, together with the Certificate received from the Company''s Statutory Auditors is attached and forms an integral part of this Annual Report.
23. MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provisions of Regulation 34(2) of the SEBI Listing Regulations, the Management Discussion and Analysis for the year ended March 31, 2016 is attached and forms an integral part of this report.
24. RISK MANAGEMENT
The Company is exposed to uncertainties, owing to the sectors in which it operates. These uncertainties create new business opportunities with inherent risks. The Company has been proactive in adopting new and effective tools to protect the interests of its stakeholders. The Company''s Risk Management processes focus on ensuring that the risks are identified on timely basis and reasonably addressed.
The Directors of your Company have formed a Risk Management Committee and also adopted a policy on the same which enables the Company to proactively manage uncertainties from changes in the internal and external environment and also capitalize on the opportunities. The Audit Committee has additional oversight in the area of financial risk and controls. The Risk management Policy of the Company is published in the Company''s website.
25. EXTRACT OF ANNUAL RETURN:
As required under Section 92(3) of the Act, the extract of annual return in MGT 9 is attached as a part of this Annual Report as Annexure IV.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
A. CONSERVATION OF ENERGY:
a) Energy Conservation measures taken:
All efforts are made to conserve and optimize the use of energy, continuous monitoring, improvement in maintenance and distribution systems and through improved operational techniques. Energy conservation continues to receive priority attention at all levels.
Company is continuing with energy saving measures initiated earlier like usage of more sophisticated machinery which can do more work in lesser time and thereby reducing the requirement of equipment that programmes to maximize saving in two specific areas:
i) Electric Energy
ii) Fuel oil consumption
In this industry 99% equipments are powered by either electrical motor or by fuel oil powered engines. The scope of energy efficiency in our industry will be energy conservation through well planned actions such as quality preventive maintenance, machinery up-gradation, modernization and introduction of sophisticated control system. Fuel oil consumption has been reduced by implementing vigorous preventive maintenance measures and introducing new fuel efficient engines coupled with newer machinery and reducing idle running of equipments
b) Additional investments and proposals, if any, being implemented for reduction of consumption of energy:
Continuous additional investments are made in phases to replace old machinery with newer more sophisticated and more fuel efficient ones. The replacement theory is applied in repairs and renewals.
c) Impact of the measures at (a) and (b) for reduction of energy consumption and consequent impact on the cost of the production of goods:
Energy conservation measures continue to reduce the production cost.
d) Total energy consumption and energy consumption as per unit of production as per prescribed Form A of the annexure in respect of industries specified in Schedule thereto:
Not applicable as the Company is not covered under the list of specified industries.
B. TECHNOLOGY ABSORPTION: i. Research and Development :-
The Company is not having any Research and Development activity at present.
ii. Technology Absorption, Adoption and Innovation: -
Efforts, in brief, made towards technology absorption, adoption and innovation:
The Company has absorbed advanced technology and technical know-how in the field of automated care parking systems.
Benefit derived as a result of the above efforts:
The technology implemented in parking projects has been economical and more effective in terms of ground coverage in comparison to conventional method of construction.
Technology imported during the last five years:
a) Technology imported : Nil
b) Year of import : Not applicable
c) Has the technology
been fully absorbed : Not applicable
C. FOREIGN EXCHANGE EARNINGS (Rs. in Lakh)
Particular |
Year Ended 31st March, 2016 |
Year Ended 31stMarch 2015 |
On Contract Work (Gross Billing (Overseas Branch) |
13,575.75 |
12,659.84 |
D. FOREIGN EXCHANGE OUTGO (Rs. in Lakh)
Particular |
Years Ended 31st March, 2016 |
Years Ended 31stMarch 2015 |
Travelling |
13.46 |
37.45 |
Contract Expenses |
||
(Overseas Branch) |
12,869.21 |
11,399.44 |
27. CORPORATE SOCIAL RESPONSIBILITY
The provisions of Corporate Social Responsibly are not applicable to your Company.
28. LISTING WITH STOCK EXCHANGES:
Your Company is presently listed with BSE Limited (BSE) and National Stock Exchange of India Limited (NSE). The details of trading, listing fees etc. are given in the Corporate Governance Report.
29. ACKNOWLEDGEMENTS
Your Directors like to express their sincere appreciation for the co-operation the Company has received from the Statutory Authorities, Banks, Other Financial Institutions, Stakeholders and Customers during the year under review. Your Directors also wish to thank and place on record their deep appreciation for the committed services by the Companyâs executives, employees and workers.
For and on behalf of the Board of Directors
B. K. Mundhra
Place : Kolkata Chairman & Managing Director
Date : August 12, 2016 (DIN-00013125)
Mar 31, 2015
Dear Members,
The Directors have pleasure in presenting the 25th Annual Report on
the business and operations of the Company together with the audited
accounts for the financial year ended 31st March, 2015.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2015 is summarized below: (Rs. in lakhs)
Year ended Year ended
31st March, 2015 31st March, 2014
Total Income 53,019.00 56,974.92
Less: Expenses 57,022.97 56,559.05
Profit / (Loss) before exceptional
and extra-ordinary items (4003.97) 415.87
Exceptional Items 474.68 -
Profit before extra-ordinary
items & tax (3,529.29) 415.87
Less: Provisions for Taxation (125.62) 45.12
Profit After Tax (3403.67) 370.75
Add: Balance brought forward
from last year 7,877.32 7,506.51
Profit Available For Appropriation 4,425.79 7,877.32
Less: Proposed Dividend
(including tax on dividend) NIL NIL
Tax thereon NIL NIL
Transfer to General Reserve NIL NIL
Balance Profit after appropriation 4,425.79 7,877.32
OPERATIONAL PERFORMANCE
For financial year ended March 31, 2015, your Company has achieved a
gross turnover of Rs. 53019.00 lakh as against Rs 56974.92 lakh for the
previous period. The turnover of the Company has shown a decline of
6.94% as compared to previous year.
The Company has incurred a loss of Rs. 3529.29 lakh (after interest and
depreciation charges) as against a profit of Rs. 415.87 Lakh for the
previous year, thus showing a decline of Rs. 3945.16 lakh as against
the previous year.
The financial year under review witnessed increase in cost of
Subcontracting & Other Site Expenses and finance cost resulting in
escalation in total cost. Moreover, due to competitive pressure
Infrastructure development in India has been going through a very
difficult phase over the last three years, affecting the overall
performance. Consequently players in the construction space, especially
those in business of building large infrastructure for the state and
central governments, have had to face severe financial, operational and
regulatory challenges, such as very tight liquidity conditions, serious
stress on cash flows, as well as sundry issues brought up in the ambit
of environment and social displacement.
As informed earlier the operations of the company's branch at Libya,
was stopped due to prevailing political situation. But the management
is confident of reassuming the projects, once the situation is
conducive. The Company has also signed a supplementary agreement with
the Government of Libya for realization of dues and resumption of
contract.
The overseas order for construction work at Kuwait as per the following
details is going on smoothly:
Contract Value KD 24,387,360 [ Approx USD 86.33 Mn]
Principal Client Public Works Authority
Client Combined Group Contracting Company
The overseas client is a reputed listed Company of Kuwait primarily
engaged in the civil engineering and infrastructure construction of
medium to large scale projects in Kuwait and other middle-east
countries. The project has been awarded to the Combined Group by the
Ministry of Public Works, Govt. of Kuwait through a tender process. The
project has been awarded on a sub-contract on back to back basis for
the entire work, excluding the electro- mechanical works.
Our focus area continues to be the execution of civil engineering
projects with specialization on piling, building, bridge and flyovers.
Further your Company had been successful in bagging various contracts
for execution of Infrastructure Projects. The Company expects
substantial increase in the order book position.
3. DIVIDEND :
During the year under review, the Board of Directors of the Company at
their meeting held on May 27, 2015 did not recommend payment of
Dividend with a view to conserve the resources for the future
development of the Company.
During the year under review no amount which remained unclaimed and
unpaid dividend for a period of seven years, is due for transfer to
Investor Education & Protection Fund.
4. RESERVES
The Company proposes not to transfer any amount to the general reserve
out of the amount available for appropriation and an amount of Rs.
4425.79 lacs is proposed to be retained in the profit and loss account
5. DIRECTORS AND KEY MANAGERIAL PERSONNEL
Mr. B.K. Mundhra, Chairman & Managing Director of the Company retires
by rotation at the forthcoming Annual General Meeting and being
eligible, offers himself for reappointment.
As per the Articles of Association of the Company, Mr. B.K Mundhra
Chairman and Managing Director, whilst holding office as Chairman and
Managing Director shall not be subject to retirement by rotation.
However, as per section 6 of the Companies Act, 2013 the provisions of
the Act will have effect notwithstanding anything to the contrary
contained in the Articles of Association of the Company. The Board
noted that Mr. B.K Mundhra, Chairman and Managing Director shall be
the director liable to retire by rotation and being eligible, has
offered himself for re-appointment.
As per the provisions of Section 149(1) of the Companies Act, 2013 and
amended Clause 49 of the Listing Agreement, the Company should have at
least one Woman Director. Accordingly, pursuant to Section 161 of the
Companies Act, 2013 the Board of Directors based on the recommendation
of the Nomination and Remuneration Committee has appointed Mrs. Nandini
Jhanwar as an Additional Independent Director of the Company on 24th
March, 2015. According to the provisions of the said Section, she will
hold office only upto the date of this Annual General Meeting. The
Company has received a notice in writing from a member along with a
deposit of requisite amount under section 160 of the Act proposing the
candidature of Mrs. Nandini Jhanwar for the office of director of the
Company.
6. PARTICULARS OF EMPLOYEES
Pursuant to the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, statement of particulars of employees is
annexed as Annexure IV.
7. MEETINGS
A calendar of Meetings is prepared and circulated in advance to the
Directors. During the year five Board Meetings and four Audit Committee
Meetings were convened and held. The details of which are given in the
Corporate Governance Report. The intervening gap between the Meetings
was within the period prescribed under the Companies Act, 2013.
8. BOARD EVALUATION
During the year, the Board formulated and adopted a Board Evaluation
Framework for evaluating the performance of the Board as a whole,
Committees of the Board and the Individual Directors on the Board.
Pursuant to the said Evaluation Framework, the Board evaluated the
performance of the Board, its Committees and the Individual Directors
for the financial year 2014-15.
The Board was of the view that the performance of the Board as a whole
was adequate and fulfilled the parameters stipulated in the evaluation
framework in its pro growth activity and facing challenging
operational, and economic adversities during the year. The Board also
ensured that the Committees functioned adequately and independently in
terms of the requirements of the Companies Act, 2013 and the Listing
Agreement and at the same time supported as well as coordinated with
the Board to help in its decision making. The individual Directors'
performance was also evaluated and the Board was of the view that the
Directors fulfilled their applicable responsibilities and duties as
laid down by the listing agreement and the Companies Act, 2013 and at
the same time contributed with their valuable knowledge, experience and
expertise to grab the opportunity and counter the adverse challenges
faced by the Company during the year.
9. DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT, IF ANY
Mrs. Nandini Jhanwar (DIN : 00530926), who was appointed as an
Additional Director pursuant to the provisions of Section 161 of the
Companies Act, 2013 and the Articles of Association of the Company and
who holds office up to the date of this Annual General Meeting and in
respect of whom the Company has received a notice in writing under
Section 160 of the Companies Act, 2013 proposing her candidature for
the office of Director, be and is hereby appointed as an Independent
Director of the Company not liable to retire by rotation and to hold
office for a term of five years with effect from March 24, 2015.
The director fulfills the conditions specified in the Act and the Rules
framed thereunder for appointment as Independent Director and has given
a declaration to the Board that she meets the criteria of independence
as provided under section 149(6) of the Act.
10. DETAILS OF SUBSIDIARY/JOINT VENTURES
As on 31st March, 2015, your Company has two subsidiaries namely,
Simpark Infrastructure Pvt. Ltd. and Simplex Agri-Infra Services Pvt.
Ltd.
Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned
Subsidiary of the Company and undertakes activities of multi-level car
parking projects.
Simplex Agri-Infra Services Pvt. Ltd., another subsidiary, which was
awarded contracts by Food Corporation of India (FCI) to construct and
maintain warehouses at different parts of Jammu & Kashmir on Build, Own
& Operate/Lease basis is yet to commence commercial operations. The
said subsidiary has also been awarded contracts by FCI & HIMFED for
construction and maintenance of warehouses in Himachal Pradesh on
Build, Own & Operate/Lease basis.
The Company has a Joint Venture in the form of Joint Venture
Co-operative at Netherland in the name and style of Simplex Projects
(Netherlands) Cooperatie U.A., in partnership with one of its Group
Companies, to foray into the European Markets. The Company also has a
joint venture in the name and style of "Triveni Engicon Pvt.Ltd.-
Simplex Projects Limited" which has completed its project during the
year.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Govt. of India, the Balance Sheet and Statement of
Profit & Loss and other documents of the subsidiary Companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the annual accounts of the subsidiary Companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the
subsidiaries will be kept open for inspection at the registered office
of the Company and that of the respective subsidiary Companies.
The Company has disclosed in the Annual Report the following
information in aggregate for its subsidiaries:
(a) capital (b) reserves (c) total assets (d) total liabilities (e)
details of investments (f) turnover (g) profit before taxation (h)
Provision for taxation (g) profit after taxation (i) proposed dividend
(j) percentage of shareholding , as applicable.
Further, the Annual Accounts and related documents of the subsidiary
companies shall be kept open for inspection at the Registered &
Corporate Office of the Company. The Company will also make available
copy thereof upon specific request by any Member of the Company
interested in obtaining the same. Further, pursuant to Accounting
Standard AS-21 issued by the Institute of Chartered Accountants of
India, Consolidated Financial Statements presented by the Company in
this Annual Report include the financial information of its
subsidiaries.
11. AUDITORS:
The Statutory Auditors of the Company M/s. Chaturvedi & Company,
Chartered Accountants, retire at the ensuing Annual General Meeting of
the Company and have given their consent for re-appointment. Your
Company has also received their confirmation pursuant to section 139 of
the Companies Act 2013.
12. AUDITORS' REPORT
Auditors' Report read with Annexure referred to in Paragraph 7 of the
Auditors' Report do not contain any qualification of significant
nature. Comments under Annexure to the Auditors' Report are
self-explanatory and, therefore, require no further comments from the
Board of directors.
13. DISCLOSURE ABOUT COST AUDIT
In terms of the provisions of Section 148 and all other applicable
provisions of the Companies Act, 2013, read with the Companies (Audit
and Auditors) Rules, 2014, M/s. S. Chhaparia & Associates, Cost
Accountants had been appointed as Cost Auditors to conduct the audit of
cost records of your Company for the financial year 2014-15. Your
Company submits its Cost Audit Report with the Ministry of Corporate
Affairs within the stipulated time period.
14. SECRETARIAL AUDIT REPORT
In terms of the requirements of Section 204 of the Companies Act, 2013
the Secretarial Audit of the Company for the year ended 31st March 2015
was conducted by Messrs. A. K. Labh & Co; Company Secretaries. The
Secretarial Auditors' Report is attached to this Report as Annexure V
and forms part of the Directors' Report. There is no qualification or
reservation or adverse remark or disclaimer made by the Secretarial
Auditor in the Report.
15. DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH
REFERENCE TO THE FINANCIALSTATEMENTS
Financial statements (i.e. Balance Sheet, Profit & Loss Statement and
Cash-Flow Statement, together with notes) are prepared through the
process which has automated as well as manual controls to ensure
accuracy of recording all transactions which have taken place during
any accounting period, and the resultant financial position at period
end. All data pertaining to payroll, purchases, sales, expenses and
other activities are recorded through ERP systems operating in
construction sites as well as registered office, branch office,
representative office and administrative office. All data/
transactions entered in systems are checked by various functional
personnel on the basis of supporting documents & records, then the
accounting entries are checked by accounts personnel, and finally those
are validated by managerial personnel. At periodic intervals, the
accounting data are compiled, and financial statements are prepared.
While preparing the financial statements, it is ensured that all
transactions pertaining to the accounting period are recorded. Fixed
assets, Stock of inventories, all significant items of stores and
monetary assets are physically verified. Balance confirmations are
obtained for all significant items of trade receivables and advances.
After preparation of the financial statements, all items appearing in
the statements are analysed in order to ensure overall reasonableness.
The Company has adopted policies and procedures for ensuring the
orderly and efficient conduct of its business, including adherence to
the Company's policies, safeguarding of its assets, prevention and
detection of fraud and errors, accuracy and completeness of the
accounting records, and timely preparation of reliable financial
disclosures.
16. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS.
There are no significant material orders passed by the Regulators /
Courts which would impact the going concern status of your Company and
its future operations.
17. ISSUE OF EMPLOYEE STOCK OPTIONS
No stock options were issued by the company for the financial year
2014-2015.
18. VIGIL MECHANISM :
In pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a Vigil Mechanism for directors and employees to report
genuine concerns has been established. The Vigil Mechanism Policy has
been uploaded on the website of the Company at www.simplexprojects.com
19. RISK MANAGEMENT POLICY
Risk management policy adopted, enables the Company to proactively
manage uncertainty and changes in the internal and external environment
to limit negative impacts and capitalize on opportunities. The Risk
management policy is stated in the Company's website
www.simplexprojects.com
20. EXTRACT OF ANNUAL RETURN:
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 is attached as a part of
this Annual Report as Annexure II.
21. DEPOSITS
The Company, during the year under review, has neither accepted nor
renewed any public deposit as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the
Balance Sheet.
22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.
23. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
All contracts / arrangements / transactions entered into by the Company
during the financial year with related parties were in the ordinary
course of business and on an arm's length basis. During the year, the
Company had not entered into any contract / arrangement / transaction
with related parties which could be considered material in accordance
with the policy of the Company on materiality of related party
transactions.
The Policy on materiality of related party transactions and dealing
with related party transactions as approved by the Board may be
accessed on the Company's website www.simplexprojects .Your Directors
draw attention to the particulars of every contract or arrangements
entered into by the Company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013 including
certain arms length transactions under third proviso thereto disclosed
in Annexure-III (Form AOC -2).
24. CORPORATE GOVERNANCE
The Company is committed to maintain the highest standards of Corporate
Governance and adheres to the Corporate Governance requirements as
stipulated by Securities and Exchange Board of India (SEBi). The report
on Corporate Governance as per the requirement of the Listing Agreement
forms an integral part of this Annual Report. The requisite certificate
from the Auditors of the Company confirming compliance with the
conditions of Corporate Governance is attached to the report on
Corporate Governance
25 MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis forms part of this Annual Report
for the year ended 31st March, 2015.
26. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
The information relating to the Conservation of Energy, Technology
Absorption and Foreign Exchange Earnings and Outgo as required to be
disclosed under the Companies (Accounts) Rules, 2014, is given in
Annexure I, forming part of this Report
27. CORPORATE SOCIAL RESPONSIBILITY (CSR)
CSR is not applicable to the Company.
28. RELATED PARTY TRANSACTION
All related party transactions attracting compliance under Section 188
and / or Clause 49 of the Listing Agreement are placed before the Audit
Committee as also before the Board for approval. Prior omnibus approval
of the Audit Committee is also sought for transactions which are of a
foreseen and repetitive nature. The Policy on materiality of related
party transactions and dealing with related party transactions as
approved by the Board of Directors of the Company is uploaded on the
website of the Company i.e. www.simplexprojects.com. The disclosures
on related party transactions are made in the Financial Statements of
the Company.
29. HUMAN RESOURCES
Your Company treats its "human resources" as one of its most
important assets. Your Company continuously invests in attraction,
retention and development of talent on an ongoing basis. A number of
programs that provide focused people attention are currently underway.
Your Company's thrust is on the promotion of talent internally through
job rotation and job enlargement.Company has adopted a policy for
prevention of Sexual Harassment of Women at workplace. During the year
under review, there were no cases filed pursuant to sexual harassment
of women at workplace (prevention, prohibition and redressal) act,
2013.
30. DIRECTORS' RESPONSIBILITY STATEMENT
Your Directors, state thatÂ
a) in the preparation of the annual accounts for the year ended March
31, 2015, the applicable accounting standards read with requirements
set out under Schedule III to the Act, have been followed and there are
no material departures from the same;
b) the Directors have selected such accounting policies and applied
them consistently and made judgements and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at March 31, 2015 and of the loss of the Company for
the year ended on that date;
c) the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
d) the Directors have prepared the annual accounts on a 'going concern'
basis;
e) the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial controls are
adequate and are operating effectively; and
f) the Directors have devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems are
adequate
31. TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
An amount of Rs. 12,20,550/- towards the application money received by
company for allotment of securities and due for refund were transferred
to Investor Education and Protection Fund (IEPF) during the year.
32. LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to NSE and BSE where the Company's shares are listed.
33. ACKNOWLEDGEMENTS
Your Directors take this opportunity to place on record their deep
appreciation for the whole-hearted and sincere co-operation the Company
has received from the statutory authorities, banks, Stakeholders and
customers. Your Directors also wish to thank all the employees for
their dedicated and committed service to the Company.
For and on behalf of the Board of Directors
B.K.Mundhra
Chairman & Managing Director
Registered Office :
12/1, Nellie Sengupta Sarani
Kolkata - 700 087
Date: 27th May 2015
Mar 31, 2014
Dear Members,
The Directors have pleasure in presenting the 24th Annual Report on
the business and operations of the Company together with the audited
accounts for the financial year ended 31 st March, 2014.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2014 is summarized below:
(Rs. in lakhs)
Year ended Year ended
31st March, 2014 31st March, 2013
Total Income 56,974.92 50,055.34
Less: Expenses 56,559.05 49,615.90
Profit / Loss before exceptional
and extra-ordinary items 415.87 439.44
Profit before extra-ordinary
items & tax 415.87 439.44
Less: Provisions for Taxation 45.12 114.29
Profit After Tax 370.75 325.15
Add: Balance brought forward
from last year 7,506.57 7,181.42
Profit available for appropriation 7,877.32 7,506.57
Less: Proposed Dividend
(including tax on dividend) NIL NIL
Tax thereon NIL NIL
Transfer to General Reserve NIL NIL
Balance Profit after appropriation 7,877.32 7,506.57
2. OPERATIONAL PERFORMANCE:
For financial year ended march 31, 2014, your Company has achieved
gross turnover of Rs. 56974.92 Lacs as against Rs. 50055.34 Lacs for
the previous period. The turnover of the Company has shown a rise of
13.82 % as compared to previous year.
The profit before tax (after interest and depreciation charges) has
dropped to Rs. 415.87 Lacs, as against Rs. 439.44 Lacs for the previous
year, thus showing a decline of 5.36% as against the previous year.
While the profit after tax was Rs. 370.75 Lacs as against Rs. 325.16
Lacs in the previous year, thus rising by 14.02 % as against the
previous year.
The Company has received an approval from the Government of Libya for
resumption of its project for construction of 2000 housing units,
service buildings and related infrastructure at Ghira, Shabiyat of
Ashati, Libya which was stalled due to political unrest in Libya since
February 2011. In view of the revised agreement the project is to be
completed within a period of 900 days from the date of initial payment
of outstanding dues. A similar Supplementary Agreement is under
preparation for resumption of work relating to execution of housing
units at Wadi, Libya.
Your Company has received an overseas order for construction work at
Kuwait as per the following details:
Contract Value KD 24,387,360 [Approx USD 86.33 Mn]
Principal Client Public Works Authority
Client Combined Group Contracting Company
The overseas client is a reputed listed Company of Kuwait primarily
engaged in the civil engineering and infrastructure construction of
medium to large scale projects in Kuwait and other middle-east
countries. The project has been awarded to the Combined Group by the
Ministry of Public Works, Govt, of Kuwait through a tender process. The
project has been awarded on a sub- contract on back to back basis for
the entire work, excluding the electro-mechanical works.
Our focus area continues to be the execution of civil engineering
projects with specialization on piling, building, bridge and flyovers.
Further your Company had been successful in bagging various contracts
for execution of Infrastructure Projects. The Company expects
substantial increase in the order book position.
3. DIVIDEND:
During the year under review, the Board of Directors of the Company at
their meeting held on May 30, 2014 did not recommend payment of
dividend with a view to conserve the resources for the future
development of the Company.
During the year under review no amount which remained unclaimed and
unpaid for a period of seven years, is due for transfer to Investor
Education & Protection Fund.
4. CAPITAL EXPENDITURE:
During the year under review, the Company has made additions to the
Fixed Assets amounting to Rs. 1099.89 Lacs. Additions were required for
augmenting the Company''s business turnover and to procure various
construction equipments needed for the effective discharge of the
Projects undertaken.
5. SUBSIDlARY COMPANY (IES)/JOINT VENTURE:
As on 31st March, 2014, your Company has two subsidiaries namely,
Simpark Infrastructure Pvt. Ltd. and Simplex Agri-lnfra Services Pvt.
Ltd.
Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned
Subsidiary of the Company and undertakes activities of multi-level car
parking projects.
Simplex Agri-lnfra Services Pvt. Ltd., another subsidiary, which was
awarded contracts by Food Corporation of India (FCI) to construct and
maintain warehouses at different parts of Jammu & Kashmir on Build, Own
& Operate/Lease basis is yet to commence commercial operations. The
said subsidiary has also been awarded contracts by FCI & HIMFED for
construction and maintenance of warehouses in Himachal Pradesh on
Build, Own & Operate/Lease basis.
The Company also has a Joint Venture in the form of Joint Venture
Co-operative at Netherland in the name and style of Simplex Projects
(Netherlands) Cooperatie U.A., in partnership with one of its Group
Companies, to foray into the European Markets.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Govt, of India, the Balance Sheet and Statement of
Profit & Loss and other documents of the subsidiary Companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the annual accounts of the subsidiary Companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the
subsidiaries will be kept open for inspection at the registered office
of the Company and that of the respective subsidiary Companies.
The Company has disclosed in the Annual Report the following
information in aggregate for its subsidiaries:
(a) Capital (b) reserves (c) total assets (d) total liabilities (e)
details of investments (f) turnover (g) profit before taxation (h)
profit after taxation (i) proposed dividend, as applicable.
6. CHANGE IN COMPANY LAW
The Companies Act, 2013,(''the Act'') has been passed replacing the age
old Companies Act,1956 and a large portion of the Act has already
become effective. Several Rules under various sections of the Act have
also been notified. Your company is taking necessary steps to comply
with the requirements of the new Act. The Company has already formed,
reconstituted and renamed various committees in terms of the
requirement of the Act. Steps are in hand to implement various other
provisions of the Act to ensure compliance at appropriate time.
Pursuant to General Circular 8/2014 no 1/19/2013-CL-V dated 4th April
2014 issued by the Ministry of Corporate Affairs the financial
statements and documents attached thereto, the Report of the Board of
Directors and Auditors in respect of the Financial year ended 31st
March 2014 have been prepared in accordance with the provisions of the
Companies Act, 1956.With respect to the provisions of the Act,
appropriate references have been made in this report in respect of
certain provisions which have become applicable
7. CONSOLIDATED FINANCIAL STATEMENTS:
In compliance with the Accounting Standard - 21 on Consolidated
Financial Statements, read with AS-23 on Accounting for Investments in
Associates prescribed by Companies (Accounting Standard) Rule, 2006 and
the Listing Agreement entered into with BSE Limited and National Stock
Exchange of India Ltd., this Annual Report includes the consolidated
financial statements of the Company together with the financial
statements of Simpark Infrastructure Private Limited, the wholly owned
subsidiary and Simplex Agri-lnfra Services Pvt. Ltd, the subsidiary
Company.
8. PUBLIC DEPOSITS:
The Company, during the year under review, has neither accepted nor
renewed any public deposit as such, no amount on account of principal
or interest on public deposits was outstanding as on the date of the
Balance Sheet.
9. PARTICULARS OF EMPLOYEES:
During the year under review, the Company had no employee drawing
remuneration as prescribed Under Section 217 (2A) of the Companies Act
1956, read with, Rule 1A of the Companies (Particulars of Employees)
Rules, 1975.
10. DISCLOSURE OF PARTICULARS:
Disclosure in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, regarding
Conservation of Energy, Technology Absorption and Foreign Exchange
Earnings and outgo, are set out as an Annexure to this Report.
11. DIRECTORS'' RESPONSIBILITY STATEMENT:
Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors
state as follows:
1. That in the preparation of the annual accounts for the financial
year ended March 31, 2014, the applicable accounting standards had been
followed with no material departures;
2. That the Directors had selected such accounting policies and
applied them consistently and made judgments and estimates that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company at the end of the financial year and of the
profit or loss of the Company for that period;
3. That the Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the Company and
for preventing and detecting fraud and other irregularities;
4. That the Directors had prepared the annual accounts on a going
concern basis.
12. DIRECTORS
The Company had, pursuant to the provisions of clause 49 of the Listing
Agreement entered into with Stock Exchanges, appointed Mr. Anand
Chopra, Mr. Shyam Das Mundhra and Dr. Nitindra Nath Som as Independent
Directors of the Company. As per section 149(4) of the Companies Act,
2013 (Act), which came into effect from April 1,2014, every listed
public company is required to have at least one-third of the total
number of directors as Independent Directors. In accordance with the
provisions of section 149 of the Act, these Directors are being
appointed as Independent Directors to hold office as per their tenure
of appointment mentioned in the Notice of the forthcoming Annual
General Meeting (AGM) of the Company.
Re-appointment of Mr. Sudarshandas Mundhra and Mr. Jai Kishan Bagri as
Whole Time Director, for a period of 3 (Three) years from the expiry of
their present term, which expires on 30"'' September, 2014, at the
remuneration recommended by the Nomination and Remuneration Committee
of the Board has been approved by the Board.
Profile of all these Directors has been given in the Explanatory
Statement to the Notice of the ensuing Annual General Meeting of the
Company.
Mr. Anand Prasad Agarwalla resigned from the Board during the period
and the Board places on record its deep sense of appreciation for the
services rendered by him during the tenure of his directorship of the
Company.
13. AUDITORS & AUDITORS''REPORT:
The Statutory Auditors of the Company - Messrs
Chaturvedi & Company, Chartered Accountants, retire at the ensuing
Annual General Meeting of the Company and have given their consent for
re-appointment. Your Company has also received their confirmation
pursuant to section 139 of the Companies Act 2013.
Auditors'' Report read with Annexure referred to in Paragraph 3 of the
Auditors'' Report do not contain any qualification of significant
nature. Comments under para (ix) & (xi) of the Annexure to the
Auditors'' Report are self- explanatory and, therefore, require no
further comments from the Board of Directors.
14. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Corporate Governance Report as well as Corporate Governance Compliance
Certificate received from the Statutory Auditors and Management
Discussion & Analysis Report for the year under review as required
under Clause 49 of the Listing Agreement is presented in a separate
section forming part of the Annual Report.
15. VIGIL MECHANISM:
Pursuant to the provisions of section 177(9) & (10) of the Companies
Act, 2013, a vigil mechanism for directors and employees to report
genuine concerns has been established.
16. CODE OF CONDUCT:
Pursuant to clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and senior management personnel for the financial year
2013-14 is annexed and forms part of the Directors and Corporate
Governance Report.
17. ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their deep
appreciation for the whole-hearted and sincere co-operation the Company
has received from the statutory authorities, banks, stakeholders and
customers. Your Directors also wish to thank all the employees for
their dedicated and committed service to the Company.
On behalf of the Board
For Simplex Projects Limited
B.K.Mundhra
Chairman & Managing Director
Registered Office:
12/1, Nellie Sengupta Sarani,
Kolkata-700 087
Dated: 11th August, 2014
Mar 31, 2013
Dear Members,
The Directors have pleasure in presenting the 23rd Annual Report on
the business and operations of the Company together with the audited
accounts for the financial year ended 31st March, 2013.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2013 is summarized below:
(Rs.in lakhs)
Year ended Year ended
31st March,
2013 31st March,
2012
Total Income 50,055.34 49,486.88
Less: Expenses 49,615.90 49,046.97
Profit / Loss before
exceptional and extra-ordinary items 439.44 439.91
Profit before extra-ordinary items & tax 439.44 439.91
Less: Provisions for Taxation 114.29 230.15
Profit After Tax 325.15 209.76
Add: Balance brought
forward from last year 7,181.42 6,971.66
Profit Available For Appropriation 7,506.57 7,181.42
Less: Proposed Dividend (including
tax on dividend) NIL NIL
Tax thereon NIL NIL
Transfer to General Reserve NIL NIL
Balance Profit after appropriation 7,506.57 7,181.42
2. OPERATIONAL PERFORMANCE :
During the year under review, your Company has achieved gross turnover
of Rs. 50,055.34 Lacs as against Rs. 49,486.88 Lacs for the previous
period. The turnover of the Company has shown a rise of 1.15 % as
compared to previous year.
The profit before tax (after interest and depreciation charges) has
dropped to Rs. 439.44 Lacs, as against Rs. 439.91 Lacs for the previous
year, thus showing a marginal decline of 0.11 % as against the previous
year. While the profit after tax was Rs. 325.15 Lacs as against Rs. 209.76
Lacs in the previous year, thus rising by 55.12 % as against the
previous year.
The operations of the Company''s branch at Libya, which was clogged due
to prevailing political situation, has
since stabilized and the management is confident of reassuming the
projects, once the situation is conducive. Our focus area continues to
be the execution of civil engineering projects with specialization on
piling, building, bridge and flyovers. Further your Company had been
successful in bagging various contracts for execution of Infrastructure
Projects. The Company expects substantial increase in the order book
position. 3. DIVIDEND :
In order to plough back the surplus earned during the year, your
Directors have not recommended any dividend for the financial year
ended 31st March, 2013. During the year under review no amount which
remained unclaimed and unpaid for a period of seven years, is due for
transfer to Investor Education & Protection Fund.
4. CAPITAL EXPENDITURE :
During the year under review, the Company has made additions to the
Fixed Assets amounting to Rs. 1283.71 Lacs. Additions were required for
augmenting the Company''s business turnover and to procure various
construction equipments needed for the effective discharge of the
Projects undertaken.
5. SUBSIDIARY / JOINT VENTURE :
As on 31st March, 2013, your Company has two subsidiaries namely,
Simpark Infrastructure Pvt. Ltd. and Simplex Agri-Infra Services Pvt.
Ltd.
Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned
Subsidiary of the Company and undertakes activities of multi-level car
parking projects. Simplex Agri-Infra Services Pvt. Ltd., another
subsidiary, which was awarded contracts by Food Corporation of India
(FCI) to construct and maintain warehouses at different parts of Jammu
& Kashmir on Build, Own & Operate/Lease basis is yet to commence
commercial operations. The said subsidiary has also been awarded
contracts by FCI & HIMFED for construction and maintenance of
warehouses in Himachal Pradesh on Build, Own & Operate/Lease basis.
The Company also has a Joint Venture in the form of Joint Venture
Co-operative at Netherland in the name and style of Simplex Projects
(Netherlands) Cooperatie U.A., in partnership with one of its Group
Companies, to foray into the European Markets.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Govt. of India, the Balance Sheet and Statement of
Profit & Loss and other documents of the Subsidiary Companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the annual accounts of the subsidiary Companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the
subsidiaries will be kept open for inspection at the registered office
of the Company and that of the respective subsidiary Companies.
The Company has disclosed in the Annual Report the following
information in aggregate for its subsidiaries: (a) Capital (b) reserves
(c) total assets (d) total liabilities (e) details of investments (f)
turnover (g) profit before taxation (h) profit after taxation (i)
proposed dividend, as applicable.
6. CONSOLIDATED FINANCIAL STATEMENTS :
In compliance with the Accounting Standard  21 on
Consolidated Financial Statements, read with AS-23 on Accounting for
Investments in Associates prescribed by Companies (Accounting Standard)
Rule, 2006 and the Listing Agreement entered into with BSE Limited and
National Stock Exchange of India Ltd., this Annual Report includes the
consolidated financial statements of the Company together with the
financial statements of Simpark Infrastructure Private Limited, the
wholly owned subsidiary and Simplex Agri-Infra Services Pvt. Ltd, the
subsidiary company.
7. PUBLIC DEPOSITS:
The Company, during the year under review, has neither accepted nor
renewed any public deposit, as defined under Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975. As on 31st March, 2013, there is no un-claimed deposit amount.
8. LISTING OF SHARES:
The equity shares of the Company are listed on BSE Limited and National
Stock Exchange of India Limited. The Company has paid the applicable
listing fees to the above stock exchanges up to date. The Company''s
shares are also traded in dematerialized segment for all investors
compulsorily.
The Company has entered into agreement with the Central Depository
Services (India) Ltd. and National Securities Depository Limited for
trading in electronic form. The Company has also paid the annual
custodian fees to both the Depositories.
9. PARTICULARS OF EMPLOYEES:
During the year under review, the Company had no employee drawing
remuneration as prescribed Under Section 217 (2A) of the Companies Act
1956, read with, Rule 1A of the Companies (Particulars of Employees)
Rules, 1975. [As amended by Companies (Particulars of Employees)
Amendment Rules, 2011read with the General Circular No. 23/2011 issued
by the Ministry of Corporate Affairs, Govt. of India.]
10. DISCLOSURE OF PARTICULARS:
Disclosure in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, regarding
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo, are set out as an Annexure to this Report.
11. DIRECTORS'' RESPONSIBILITY STATEMENT : Pursuant to sub-section (2AA)
of Section 217 of the Companies Act 1956, the Board of Directors of the
Company hereby state and confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and proper explanations were
provided for material departure, if any;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the profit of
the Company for the year;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the accounts for the financial year
ended 31st March, 2013 on a going concern basis;
12. DIRECTORS:
In accordance with the provisions of the Companies Act, 1956 and the
Articles of Association of your Company, Dr. Nitindra Nath Som and Mr.
Anand Prasad Agarwalla, Directors of the Company are due to retire by
rotation at the ensuing Annual General Meeting and being eligible,
offer themselves for re-election Your Board is of the opinion that
their continued association with the Board of Directors of the Company
will be beneficial to the Company and hence recommends their
re-election. Brief resumes of the Directors proposed to be appointed /
re-appointed, as stipulated under Clause 49 of the Listing Agreement
entered into with the Stock Exchanges, are being provided in the Notice
convening the Annual General Meeting.
13. AUDITORS & AUDITORS'' REPORT :
The Statutory Auditors of the Company -Messrs Chaturvedi & Company,
Chartered Accountants, retire at the ensuing Annual General Meeting of
the Company and have given their consent for re-appointment. Your
Company has also received their confirmation pursuant to section 224
(1B) of the Companies Act 1956. Auditors'' Report read with Annexure
referred to in Paragraph 3 of the Auditors'' Report do not contain any
qualification of significant nature. Comments under para xxi of the
Annexure to the Auditors'' Report are self- explanatory and, therefore,
require no further comments from the Board of directors.
14. CORPORATE GOVERNANCE:
Your Company believes that Corporate Governance is a way of life rather
than something to be carried out under legal compulsion. Your Company
is committed to the application of the best management practices,
compliance with law, adherence to ethical standards and discharge of
social responsibilities. Your Company has introduced adequate checks
and balances in all spheres of its activities to ensure protection of
all stakeholders'' interest. Your Company also endeavours to share with
its stakeholders openly and transparently information on matters which
have a bearing on their economic and reputational interest. This calls
for a great degree of judgment and discretion so as not to put business
and commercial interest of the Company at risk.
Corporate Governance Report as well as Corporate Governance Compliance
Certificate received from the statutory auditors is provided as
separate Annexure to this Report.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT: Management Discussion &
Analysis Report for the year under review as required under Clause 49
of the Listing Agreement is presented in a separate section forming
part of the Annual Report.
16. CODE OF CONDUCT :
Pursuant to clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and senior management personnel for the financial year
2012-13 is annexed and forms part of the Directors and Corporate
Governance report.
17. ACKNOWLEDGEMENT:
Your Directors take this opportunity to place on record their deep
appreciation for the whole-hearted and sincere co-operation the Company
has received from the statutory authorities, banks, Stakeholders and
customers. Your Directors also wish to thank all the employees for
their dedicated and committed service to the Company.
On behalf of the Board
For Simplex Projects Limited
B.K.Mundhra
Chairman & Managing Director
Registered Office:
12/1,Nellie Sengupta Sarani,
Kolkata  700 087
Dated: 9th August, 2013
Mar 31, 2012
The Directors have pleasure in presenting the 22nd Annual Report on
the business and operations of the Company together with the audited
accounts for the financial year ended 31st March, 2012.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2012 is summarized below:
(Rs. in lakhs)
Year ended Year ended
31st March, 2012 31st March, 2011
Total Income 49,486.88 80,201.06
Less: Expenses 49,046.97 75,705.75
Profit / Loss before exceptional
and extra-ordinary items 439.91 4,495.31
Profit before extra-ordinary
items & tax 439.91 4,495.31
Less: Provisions for Taxation 230.15 955.50
Profit After Tax 209.76 3,539.81
Add: Balance brought forward
from last year 6,971.66 4,578.78
Profit Available For Appropriation 7,181.42 8,118.59
Less: Proposed Dividend - 126.00
Tax thereon NIL 20.93
Transfer to General Reserve NIL 1,000.00
Balance Profit after appropriation 7,181.42 6,971.66
2. OPERATIONAL PERFORMANCE :
During the year under review, your Company has achieved gross turnover
of Rs. 49486.88 Lakh as against Rs. 80201.06 Lakh for the previous
period. The turnover of the Company has shown a decrease of 38 % as
compared to previous year.
The profit before tax (after interest and depreciation charges) has
dropped to Rs. 439.91 Lakh, as against Rs. 4495.31 Lakh for the
previous year, thus showing a decrease of 90 % as against the previous
year. While the profit after providing for tax was Rs. 209.76 Lakh as
against Rs. 3539.81 Lakh in the previous year, thus sliding by around
94% as against the previous year.
The lower turnover and operating margins in an environment of high
costs, necessitating high working capital requirements, has put severe
pressure on the Company's profitability.
The operations of the Company's branch at Libya,
which was stopped due to prevailing political situation, has since
stabilized and the management is confident of reassuming the projects,
once the situation is conducive.
Our focus area continues to be the execution of civil engineering
projects with specialization on piling, building, bridge and flyovers.
Further your Company had been successful in bagging various contracts
for execution of Infrastructure Projects. The Company expects
substantial increase in the order book position.
3. DIVIDEND :
In view of the decline in profit and in order to conserve the
resources, your Directors have not recommended any dividend for the
financial year ended 31st March, 2012.
During the year, under review, no amount which remained unclaimed and
unpaid for a period of seven years, is due for transfer to Investor's
Education & Protection Fund.
4. CAPITAL EXPENDITURE :
During the period under review, the Company has made additions to the
Fixed Assets amounting to Rs. 881.07 Lacs . Additions were required for
augmenting the Company's business turnover and to procure various
construction equipments needed for the effective discharge of the
Projects undertaken.
5. SUBSIDIARY / JOINT VENTURE :
As on 31st March, 2012, your Company has two subsidiaries namely,
Simpark Infrastructure Pvt. Ltd. and Simplex Agri-Infra Services Pvt.
Ltd.
Simpark Infrastructure Pvt. Ltd. (SIPL), continues to be wholly-owned
Subsidiary of the Company and undertakes activities of multi-level car
parking projects.
Simplex Agri-Infra Services Pvt. Ltd., another subsidiary, which was
awarded contracts by Food Corporation of India (FCI) to construct and
maintain warehouses at different parts of Jammu & Kashmir, is yet to
commence commercial operations. The said subsidiary has also been
awarded contracts for construction and maintenance of warehouses in
Himachal Pradesh.
The Company also has a Joint Venture in the form of
Joint Venture Co-operative at Netherland in the name and style of
Simplex Projects (Netherlands) Cooperatie U.A., in partnership with one
of its Group Companies, to foray into the European Markets.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Govt. of India, the Balance Sheet and Statement of
Profit & Loss and other documents of the subsidiary Companies are not
being attached with the Balance Sheet of the Company. The Company will
make available the annual accounts of the subsidiary Companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the
subsidiaries will be kept open for inspection at the registered office
of the Company and that of the respective subsidiary Companies.
The Company has disclosed in the Annual Report the following
information in aggregate for its subsidiaries:
(a) Capital (b) reserves (c) total assets (d) total liabilities (e)
details of investments (f) turnover (g) profit before taxation (h)
profit after taxation (i) proposed dividend, as applicable.
6. CONSOLIDATED FINANCIAL STATEMENTS :
In compliance with the Accounting Standard à 21 on consolidated
Financial statements, read with AS-23 on Accounting for Investments in
Associates prescribed by Companies (Accounting Standard) Rule, 2006 and
the Listing Agreement entered into with the Bombay Stock Exchange
Limited and National Stock Exchange of India Ltd., this Annual Report
includes the consolidated financial statements of the Company together
with the financial details of Simpark Infrastructure Private Limited,
the wholly owned subsidiary and Simplex Agri-Infra Services Pvt. Ltd,
the subsidiary Company.
7. PUBLIC DEPOSITS:
The Company, during the period under review, has neither accepted nor
renewed any public deposit, as defined under Section 58A of the
Companies Act, 1956 read with Companies (Acceptance of Deposits) Rules,
1975. As on 31st March, 2012, there is no un-claimed deposit amount.
8. LISTING OF SHARES:
The equity shares of the Company are listed on the
Bombay Stock Exchange Limited and National Stock Exchange of India
Limited. The Company has paid the applicable listing fees to the above
stock exchanges up to date. The Company's shares are also traded in
dematerialized segment for all investors compulsorily.
The Company has entered into agreement with the Central Depository
Services (India) Ltd. and National Securities Depository Limited for
trading in electronic form. The Company has also paid the annual
custodian fees to both the Depositories.
9. PARTICULARS OF EMPLOYEES:
During the year under review, the Company had no employee drawing
remuneration as prescribed Under Section 217 (2A) of the Companies Act
1956, read with, Rule 1A of the Companies (Particulars of Employees)
Rules, 1975. [As amended by Companies (Particulars of Employees)
Amendment Rules, 2011 read with the General Circular No. 23/2011 issued
by the Ministry of Corporate Affairs, Govt. of India].
10. DISCLOSURE OF PARTICULARS:
Disclosure in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, regarding
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo, are set out as an Annexure to this Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT :
Pursuant to sub-section (2AA) of Section 217 of the Companies Act 1956,
the Board of Directors of the Company hereby state and confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and proper explanations were
provided for material departure, if any;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the profit of
the Company for the year;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the accounts for the financial year
ended 31st March, 2012 on a going concern basis;
12. DIRECTORS:
Mr. Jai Kishan Bagri and Mr. Shyam Das Mundhra, Directors, retire from
the Board by rotation under the Company's Articles of Association and
being eligible; offer themselves for re-appointment at the ensuing
Annual General Meeting.
Appropriate resolutions for the re-appointment of the aforesaid
Directors are being moved at the forthcoming Annual General Meeting,
which the Board commends for your approval.
Brief resumes of the Directors proposed to be appointed / re-appointed,
as stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchanges, are being provided in the Notice convening
the Annual General Meeting.
Mr. Raghav Das Mundhra has resigned from the Board of Directors of the
Company with effect from 21st May, 2012. The Board places on record its
appreciation of the valuable services rendered by Mr. Mundhra, during
his tenure as Whole Time Director.
13. AUDITORS & AUDITORS' REPORT :
M/s. Chaturvedi & Company, Chartered Accountants, retire on the
conclusion of the ensuing Annual General Meeting and have signified
their willingness to continue in office, if reappointed and have
confirmed their eligibility under Section 224 (1B) of the Companies Act
1956. The auditors have also confirmed that they have duly undergone
peer review process conducted by the Institute of Chartered Accountants
of India (ICAI). The Board recommends re-appointing them as Auditors.
The observations of the Auditor, together with the notes to accounts
referred to in Auditor's Report are self- explanatory and do not call
for any further explanation from the Directors.
14. CORPORATE GOVERNANCE:
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate section on corporate Governance has
been provided in the Annual Report. The Auditor's Certificate on
compliance with the mandatory recommendations of Clause 49 of the
Listing Agreement with the Stock Exchanges is annexed with this Report.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT:
Management Discussion & Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
16. CODE OF CONDUCT :
Pursuant to clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and senior management personnel for the financial year
2011-12 is annexed and forms part of the Directors and Corporate
Governance Report.
17. ACKNOWLEDGEMENT:
We wish to express our grateful appreciation for the valuable support
and cooperation received from our valuable customers, lenders, business
associates, banks, financial institutions, shareholders, various
statutory authorities and agencies of Central and State Governments and
the society at large. We place on record our appreciation of the
contribution made by employees at all levels for sustaining the
organizational growth especially during the challenging times. We thank
the Government of India, state governments and other government
agencies for their assistance and cooperation and look forward to their
continued support in future. Finally, we would like to express our
gratitude to the members of the Company for their continued support and
cooperation.
By Order of the Board
For Simplex Projects Limited
J. K. Bagri
Whole Time Director
Anand Chopra
Director
Registered Office :
12/1, Nellie Sengupta Sarani
Kolkata - 700 087
Date : 14th August, 2012
Mar 31, 2011
Dear Members,
The Directors have immense pleasure in presenting the 21st Annual
Report on the business and operations of the Company together with the
audited accounts for the financial year ended 31st March, 2011.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2011 is summarized below:
(Rs. in '000)
Year ended Year ended
31st March, 2011 31st March, 2010
Total Income 80,20,106 61,93,587
Less : Operating Expenditures 72,18,566 55,22,895
Profit before Interest, Depreciation
and Tax 8,01,540 6,70,692
Less : Interest 2,55,629 1,22,367
Depreciation 96,380 51,263
Profit before tax 4,49,531 4,97,062
Less : Provisions for Taxation 95,550 1,36,451
Profit After Tax 3,53,981 3,60,611
Add : Balance brought forward from
last year 4,57,878 2,19,307
Profit Available For Appropriation 8,11,859 5,79,918
Less : Proposed Dividend 12,600 18,901
(including tax on dividend)
Tax thereon 2,093 3,139
Transfer to General Reserve 1,00,000 1,00,000
Balance Profit after appropriation 6,97,166 4,57,878
The Board proposes to carry over the said balance of Rs. 6,97,166
thousands to Balance Sheet.
2. OPERATIONAL PERFORMANCE :
Your Company's operations were under pressure during the last quarter
as a result of hike of input commodities coupled with tight monetary
policies adopted by Central Bank to control inflationary pressure.
During the year under review, your Company has achieved gross turnover
of Rs. 80,20,106 Thousands as against Rs. 61,93,587 Thousands for the
previous period, thus registering an increase of approximately 29 %
over the previous year.
The profit before tax (after interest and depreciation charges) has
dropped to Rs. 4,49,531 Thousands as against Rs. 4,97,062 Thousands for
the previous year, thus showing a decrease of 9.6 % as against the
previous year. While the profit after providing for tax was Rs.
3,53,981 Thousands as against Rs. 3,60,611 Thousands in the previous
year, thus sliding by around 2% as against the previous year.
The Libya project, which got a setback due to the political crisis
there, during the last quarter, was affected to a sizable extent.
However the Company is hopeful of commencing its activity in Libya as
soon as it settles down.
Our focus area continues to be the execution of civil engineering
projects with specialization on piling, building, bridge and flyovers.
Further your Company had been successful in bagging various contracts
for execution of Infrastructure Projects. The Company expects
substantial increase in the order book position.
3. DIVIDEND
Keeping in view of the current scenario and the future funds
requirements of your Company, your Directors have recommended a
dividend of 10 %, i.e. Rs. 1.00 per equity share on 1,26,00,378 no. of
equity shares of Rs. 10/- each for the financial year ended 31st
March, 2011, which if approved at the Annual General Meeting of the
Company, shall be paid to the eligible members, whose names appear in
the Register of Members of the Company as on the date of Book Closure.
4. CAPITAL EXPENDITURE
During the period under review, the Company has made additions to the
Fixed Assets amounting to Rs. 3,52,713 Thousands . Additions were
required for augmenting the Company's business turnover and to procure
various construction equipments needed for the effective discharge of
the Projects undertaken.
5. SUBSIDIARY
Your Company has a wholly owned subsidiary, Simpark Infrastructure Pvt.
Ltd. (SIPL) undertaking activities of multi-level car parking projects.
During the year, your Company has promoted, a subsidiary Company in the
name of Simplex Agri-Infra Services Pvt. Ltd. in the state of Jammu &
Kashmir, to construct and maintain warehouses for FCI at different
parts of Jammu & Kashmir.
The Company also has a subsidiary in the form of Joint Venture
Co-operative at Netherland in the name and style of Simplex Projects
(Netherlands) Cooperatie U.A., in partnership with one of its Group
Company to foray into the European Markets.
In accordance with the general circular issued by the Ministry of
Corporate Affairs, Govt. of India, the balance sheet and Profit & Loss
Account and other documents of the subsidiary Companies are not being
attached with the balance sheet of the Company. The Company will make
available the annual accounts of the subsidiary Companies and the
related detailed information to any member of the Company who may be
interested in obtaining the same. The annual accounts of the
subsidiaries will be kept open for inspection at the registered office
of the Company and that of the respective subsidiary Companies.
The Company has disclosed in the Annual Report the following
information in aggregate for its subsidiaries:
(a) Capital
(b) reserves
(c) total assets
(d) total liabilities
(e) details of investments
(f) turn over
(g) profit before taxation
(h) profit after taxation
(i) proposed dividend, as applicable.
6. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard à 21 on consolidated
Financial statements, read with AS-23 on Accounting for Investments in
Associates prescribed by Companies (Accounting Standard) Rule, 2006 and
the Listing Agreement entered into with the Bombay Stock Exchange
Limited and National Stock Exchange of India Ltd., this Annual Report
includes the consolidated financial statements of the Company together
with the financial statements of Simpark Infrastructure Private
Limited, the wholly owned subsidiary and Simplex Agri-Infra Services
Pvt. Ltd, the subsidiary Company.
7. PUBLIC DEPOSITS
The Company, during the period under review, has repaid entirely the
existing deposit and has not accepted any fresh deposits attracting the
provisions of Section 58A of the Companies Act, 1956.The directives
issued by the Reserve Bank of India and the provisions of the Section
58A of the Companies Act, 1956 and the Rules framed there under have
been complied with. There were no overdue Deposit as on 31st March,
2011. The Company, during the period under review has not defaulted in
the repayment of any deposit or part thereof or any interest thereupon
including small depositor as defined in section 58AA of the Companies
Act, 1956.
8. LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. The
Company has paid the applicable listing fees to the above stock
exchanges up to date. The Company's shares are also traded in
dematerialized segment for all investors compulsorily.
The Company has entered into agreement with the Central Depository
Services (India) Ltd. and National Securities Depository Limited for
trading in electronic form. The Company has also paid the annual
custodian fees to both the Depositories.
9. PARTICULARS OF EMPLOYEES
During the year under review, the Company had no employees drawing
remuneration as prescribed Under Section 217 (2A) of the Companies Act
1956, read with, Rule 1A of the Companies (Particulars of Employees)
Rules, 1975. [As amended by Companies (Particulars of Employees)
Amendment Rules, 2011 read with the General Circular No. 23/2011 issued
by the Ministry of Corporate Affairs, Govt. of India.
10. DISCLOSURE OF PARTICULARS
Disclosure in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, regarding
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo, are set out as an Annexure to this Report.
11. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act 1956,
the Board of Directors of the Company hereby state and confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and proper explanations were
provided for material departure, if any;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the profit of
the Company for the year;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the accounts for the financial year
ended 31st March, 2011 on a going concern basis;
12. DIRECTORS
During the year, Mr. Prabir Kumar De has resigned from the Board of
Directors. The Board places on record its appreciation of the valuable
services rendered by Mr. De during his tenure as Director. Mr. Anand
Prasad Agarwalla has been appointed as an Additional Director up to the
forthcoming Annual general Meeting. In terms of Section 257 of the
Companies Act, 1956, the Company has received notice regarding
re-appointment of Mr. Agarwalla as Director. Accordingly the Board
recommends, appointment of Mr. Agarwalla as a Director, for the
approval of the members.
Mr. Sudarshan Das Mundhra and Mr. Anand Chopra, Directors, retire from
the Board by rotation under the Company's Articles of Association and
being eligible, offer themselves for re-appointment.
Appropriate resolutions for the re-appointment of the aforesaid
Directors are being moved at the forthcoming Annual General Meeting,
which the Board commends for your approval.
Brief resumes of the Directors proposed to be appointed / re-appointed,
as stipulated under Clause 49 of the Listing Agreement entered into
with the Stock Exchanges, are being provided in the Notice convening
the Annual General Meeting.
13. AUDITORS & AUDITORS' REPORT
M/s. Chaturvedi & Company, Chartered Accountants, retires on the
conclusion of the ensuing Annual General Meeting and have signified
their willingness to continue in office, if reappointed and have
confirmed their eligibility under Section 224 (1B) of the Companies Act
1956. The auditors have also confirmed that they have duly undergone
peer review process conducted by the Institute of Chartered Accountants
of India (ICAI). The Board recommends re-appointing them as Auditors.
The observations of the Auditor, together with the notes to accounts
referred to in Auditor's Report are self- explanatory and do not call
for any further explanation from the Directors.
14. CORPORATE GOVERNANCE
In pursuance of Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, a separate section has been provided in the Annual
Report. The Auditor's Certificate on compliance with the mandatory
recommendations of the Clause 49 of the Listing Agreement with the
Stock Exchanges is annexed with this Report.
15. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
16. CODE OF CONDUCT
Pursuant to clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and senior management personnel for the financial year
2010-11 is annexed and forms part of the Directors and Corporate
Governance report.
17. ACKNOWLEDGEMENT
We wish to express our grateful appreciation for the valuable support
and cooperation received from our valuable customers, lenders, business
associates, banks, financial institutions, shareholders, various
statutory authorities and agencies of Central and State Governments and
the society at large. We place on record our appreciation of the
contribution made by employees at all levels for sustaining the
organizational growth especially during the challenging times. We thank
the Government of India, state governments and other government
agencies for their assistance and cooperation and look forward to their
continued support in future. Finally, we would like to express our
gratitude to the members of the Company for their continued support and
cooperation.
By Order of the Board
For Simplex Projects Limited
B. K. Mundhra
Chairman & Managing Director
Registered Office :
12/1, Nellie Sengupta Sarani
Kolkata - 700 087
Date : 12th August, 2011
Mar 31, 2010
The Directors have immense pleasure in presenting the 20th Annual
Report on the business and operations of the Company together with the
audited accounts for the financial year ended 31st March, 2010.
1. FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2010 is summarized below:
Year ended Year ended
31st March, 31st March,
2010. 2010
Rs. Rs.
Total Income 6,19,35,86,643 3,17,36,47,417
Less : Operating Expenditures 5,52,28,94,889 2,83,06,93,691
Profit before Interest, Depreciation
and Tax 67,06,91,754 34,29,53,726
Less : Interest 12,23,66,975 9,15,84,369
Depreciation 5,12,62,867 2,55,59,004
Profit before tax 49,70,61,912 22,58,10,353
Less : Provisions for Taxation 13,64,50,500 2,66,84,400
Profit After Tax 36,06,11,412 19,91,25,953
Add : Balance brought forward from
last year 21,93,07,205 14,12,41,017
Profit Available For Appropriation 57,99,18,617 34,03,66,970
Less : Proposed Dividend 1,89,00,567 1,80,00,567
Ta x thereon 31,39,147 30,59,197
Transfer to General Reserve 10,00,00,000 10,00,00,000
Balance Profit after appropriation 45,78,78,903 21,93,07,206
The Board proposes to carry over the said balance of Rs. 45,78,78,903
to Balance Sheet.
2. OPERATIONAL PERFORMANCE
After the unprecedented changes in the economic environment in the last
fiscal year, there has been a significant improvement in the economic
situation more particularly in the later part of the financial year.
With all hard work and dedication your Company overcame the challenges
of the global economic crisis and continued its growth streak. Your
Company has in-house expertise and capability in construction and
project management, development consultancy, sales and marketing,
thereby making the Company vertically integrated. This enables the
Company to meet the project timeliness and commitments and ensuring
that the highest levels of technical and service standards are met. As
a result of the measures taken by the Company there has been
considerable increase in the quantum of work done by the Company and
that resulted in increased profitability.
The Libya Project bagged last year is a testimony of our credential and
strength in urban infrastructure development space and has laid the
foundation for entering the high value overseas infrastructure
industry. Your Company has been successful in generating revenue from
this project. It is being executed at a good pace and is expected to
contribute to a significant proportion towards revenues in the next two
years. The overseas business will continue to be a focus area for your
Company.
For the financial year under review, the revenue is Rs. 61,935.86 Lacs
as against Rs. 31,736.47 Lacs for the previous period, thus showing an
increase of 95.15 % as against the previous year.
The profit before tax (after interest and depreciation charges) has
increased to Rs. 4,970.62 Lacs as against Rs. 2,258.10 Lacs for the
previous year, thus showing an increase of 120.12% as against the
previous year. While the profit after providing for tax was registered
at Rs. 3,606.11 Lacs as against Rs. 1991.26 Lacs in the previous year,
thus showing an increase of 81.09 % as against the previous year.
Further your Company had been successful in bagging various contracts
for execution of Infrastructure Projects. Your Directors are pleased
to state that during the year under review, your Company had unexecuted
orders worth Rs. 301,937.61 lacs approx, which includes domestic order
book of Rs. 122,797.74 and foreign order book of Rs. 179,139.87. Your
CompanyÃs order book was largely weighted towards the core strength
areas of buildings, bridges and urban infrastructure projects.
3. DIVIDEND
Your Directors have recommended a dividend of 15%, i.e. Rs. 1.50 per
equity share on 1,26,00,378 equity shares of Rs. 10/- each for the
financial year ended 31st March, 2010, which if approved at the Annual
General Meeting of the Company, shall be paid to the eligible members,
whose names appear in the Register of Members of the Company as on the
date of Book Closure.
4. PREFERENTIAL ISSUE OF SHARES & UTILISATION
During the year under review, the Company has issued 600,000 equity
shares of Rs. 10 each at a premium of Rs. 125/- per equity share to a
Non-Promoter in terms of the erstwhile Securities and Exchange Board of
India (Disclosure and Investor Protection) Guidelines, 2000.
Consequently, the paid up equity share capital of the Company has
increased from Rs. 120,003,780/- divided into 12,000,378 equity shares
of Rs.10 each to Rs. 126,003,780/- divided into 12,600,378 equity
shares of Rs. 10 each.
The proceeds of the issue have been utilized for the purpose of working
capital requirements.
5. CAPITAL EXPENDITURE
During the period under review, the Company has made additions to the
Fixed Assets amounting to Rs. 4,795.49 Lacs. Additions were required
for augmenting the CompanyÃs business turnover and to procure various
construction equipments needed for the effective discharge of the
Projects undertaken.
6. SUBSIDIARY
Your Company has a wholly owned subsidiary, Simpark Infrastructure Pvt.
Ltd. (SIPL) to undertake construction and maintenance of multi-level
car parking projects.
During the year SIPL has been concentrating on providing consultancy
marketing retail segment of multilevel parking and also installation
and maintenance of multi-level car parking projects.
Today SIPL has created brand equity in multi- level car parking systems
and has an excellent team to pursue the opportunities lying ahead in
this sector.
The Company also has a subsidiary in the form of Joint Venture
Co-operative at Netherland in the name and style of Simplex Projects
(Netherlands) Cooperatie U.A., in partnership with one of its Group
Company to foray into the European Markets.
As required under Section 212 of the Companies Act, 1956, the Annual
Accounts of SIPL along with other related information forms part of the
Annual Report.
7. CONSOLIDATED FINANCIAL STATEMENTS
In compliance with the Accounting Standard à 21 on consolidated
Financial statements, read with AS-23 on Accounting for Investments in
Associates prescribed by Companies (Accounting Standard) Rule, 2006 and
the Listing Agreement entered into with the Bombay Stock Exchange
Limited and National Stock Exchange of India Ltd., this Annual Report
includes the consolidated financial statements of the Company together
with the financial statements of Simpark Infrastructure Private
Limited, the wholly owned subsidiary.
8. PUBLIC DEPOSITS
The Company, during the period under review, has accepted fixed
deposits attracting the provisions of Section 58A of the Companies Act,
1956 through private circulation only. The directives issued by the
Reserve Bank of India and the provisions of the Section 58A of the
Companies Act, 1956 and the Rules framed there under have been complied
with. There is no overdue Deposit as on 31st March, 2010. The Company,
during the period under review has not defaulted in the repayment of
any deposit or part thereof or any interest thereupon including small
depositor as defined in section 58AA of the Companies Act, 1956.
9. LISTING OF SHARES
The equity shares of the Company are listed on the Bombay Stock
Exchange Limited and National Stock Exchange of India Limited. The
Company has paid the applicable listing fees to the above stock
exchanges up to date. The CompanyÃs shares are also traded in
dematerialized segment for all investors compulsorily.
The Company has entered into agreement with the Central Depository
Services (India) Ltd. and National Securities Depository Limited for
trading in electronic form. The Company has also paid the annual
custodian fees to both the Depositories.
10. EMPLOYEES
The Company is committed to improve employee satisfaction at all
levels. It continues to develop and retain the best available talent.
The Company strives to implement the best HR Practices so as to ensure
that talent retention is ensured at all levels.
We appreciate and place on record excellent efforts and contributions
made by our staff members in maintaining the growth streak of the
Company.
11. PARTICULARS OF EMPLOYEES
The information required under Section 217(2A) of the Companies Act,
1956 and the Rules made there under is given in the Annexure to this
Report and forms part of the Report. However, in terms of Section
219(1)(b)(iv) of the Companies Act, 1956, the Report and accounts are
being sent to the shareholders, excluding the aforesaid Annexure. Any
shareholder interested in obtaining the copy of the same, may write to
the Company Secretary at the registered office of the Company and the
same is also available for inspection at the Regsitered Office of the
Company.
12. DISCLOSURE OF PARTICULARS
Disclosure in accordance with the provisions of Section 217 (1) (e) of
the Companies Act, 1956, read with the Companies (Disclosure of
Particulars in the Report of Board of Directors) Rules, 1988, regarding
Conservation of Energy, Technology Absorption and Foreign Exchange
earnings and outgo, are set out as an Annexure to this Report.
13. DIRECTORSÃ RESPONSIBILITY STATEMENT
Pursuant to sub-section (2AA) of Section 217 of the Companies Act 1956,
the Board of Directors of the Company hereby state and confirm that:
(i) in the preparation of the Annual Accounts, the applicable
accounting standards have been followed and proper explanations were
provided for material departure, if any;
(ii) the directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at the end of the financial year and of the profit of
the Company for the year;
(iii) the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provision of the Companies Act, 1956 for safeguarding the assets of the
Company and for preventing and detecting fraud and other
irregularities;
(iv) the directors have prepared the accounts for the financial year
ended 31st March, 2010 on a going concern basis;
14. DIRECTORS
At present, there are eight Directors on the Board of Directors of the
Company.
Mr. Raghav Das Mundhra and Mr. Nitindra Nath Som, Directors, retire
from the Board by rotation under the CompanyÃs Articles of Association
and being eligible, offer themselves for re-appointment.
Appropriate resolutions for the re-appointment of the aforesaid
Directors are being moved at the forthcoming Annual General Meeting,
which the Board commends for your approval.
Brief resumes of the Directors proposed to be re- appointed, as
stipulated under Clause 49 of the Listing Agreement entered into with
the Stock Exchanges, are being provided in the Notice convening the
Annual General Meeting.
Tenure of Mr. Balkrishandas Mundhra, Chairman & Managing Director shall
expire in March, 2011. Mr. Mundhra has expressed his willingness to
continue as the Chairman & Managing Director of the Company. The Board
recommends his re-appointment subject to new terms and conditions.
15. AUDITORS & AUDITORSÃ REPORT
M/s. Chaturvedi & Company, Chartered Accountants, retires on the
conclusion of the ensuing Annual General Meeting and have signified
their willingness to continue in office, if reappointed and have
confirmed their eligibility under Section 224 (1B) of the Companies Act
1956. The auditors have also confirmed that they have duly undergone
peer review process conducted by the Institute of Chartered Accountants
of India (ICAI). The Board recommends re-appointing them as Auditors.
The Auditors have made certain observations, in their Report. The
managementÃs response to the same is as follows:
(i) With regard to the Paragraph 4(vi) of the AuditorÃs Report, we draw
the attention of the members that since the nature of activity of the
Company is such that true bifurcation of the material and labour
expenses are not feasible. Hence, these expenses are clubbed and are
not shown separately.
(ii) With regards to the paragraph 3(vi) of the AuditorÃs Report, we
draw the attention of the members that a Deposit was repaid before
maturity due to urgent need of funds by the depositor.
16. CREDIT RATING FOR DEBT INSTRUMENTS
During 2009-10, the Company obtained the credit rating PR1 from CARE
for the long term credit facilities. Further, the Company on the basis
of the Rating assigned to it issued Commercial Paper for Rs. 50 Crores
from time to time.
17. CORPORATE GOVERNANCE:
Your Company expresses considerable significance to good corporate
governance, as an important step towards building investorsÃ
confidence, improve investorsà protection and maximize long term
stakeholdersà value. In pursuance of Clause 49 of the Listing Agreement
entered into with the Stock Exchanges, a separate section has been
provided in the Annual Report.
The AuditorÃs Certificate on compliance with the mandatory
recommendations of the Clause 49 of the Listing Agreement with the
Stock Exchanges is annexed with this Report.
18. MANAGEMENT DISCUSSION & ANALYSIS REPORT
Management Discussion & Analysis Report for the year under review as
required under Clause 49 of the Listing Agreement is presented in a
separate section forming part of the Annual Report.
19. CODE OF CONDUCT
Pursuant to clause 49 of the Listing Agreement, the declaration signed
by the Managing Director affirming compliance of the Code of Conduct by
the Directors and senior management personnel for the financial year
2009-10 is annexed and forms part of the Directors and Corporate
Governance report.
20. AWARDS & RECOGNITION
During the year, your Company was conferred with the ÃExcellence AwardÃ
by Institute of Economic Studies and ÃGIREM 2009 Awardà for promising
future Company à Infrastructure for its role in Urban Development and
was ranked 370th among the Best Performing Mid-sized Companies by
Inc.India.
21. ACKNOWLEDGEMENT
We wish to express our grateful appreciation for the valuable support
and cooperation received from our valuable customers, lenders, business
associates, banks, financial institutions, shareholders, various
statutory authorities and agencies of Central and State Governments and
the society at large. We place on record our appreciation of the
contribution made by employees at all levels for sustaining the
organizational growth especially during the challenging times. Our
flawless growth was made possible by their hard and sincere work,
solidarity, cooperation and support. We thank the Government of India,
state governments and other government agencies for their assistance
and cooperation and look forward to their continued support in future.
Finally, we would like to express our gratitude to the members of the
Company for their continued support and cooperation.
By Order of the Board
For Simplex Projects Limited
B. K. Mundhra
Chairman & Managing Director
Registered Office :
12/1, Nellie Sengupta Sarani
Kolkata - 700 087
Date : 26th May, 2010
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