To The Members,
 
 The Directors have pleasure in presenting the Ninety-third Annual
 Report together with standalone and consolidated Audited Statement of
 Accounts for the financial year ended 31st March, 2011.
 
 Financial Results
 
 The financial performance of the Company, for the year ended March 31,
 2011 is given below:
 
                                              Rupees in Million (mn)
 
                           Stand Alone             Consolidated
 
                     31st March- 31st March- 31st March- 31st March 2010
                     2011        2010        2011
 
 Gross Billing         47497.13    44434.81     48753.18        45524.66
 
 Earning before 
 interest, tax, 
 depreciation and       4870.70     4556.13      4997.87         4700.45
 amortisation 
 (EBITDA)
 
 Less: Interest 
 &finance charges       1307.74     1112.09      1324.64         1122.00
 
 Earning before tax, 
 depreciation and       3562.96     3444.04      3673.23         3578.45
 amortisation (EBTDA)
 
 Less: Depreciation 
 and amortisation       1608.39     1533.57      1669.80         1572.84
 
 Profit before tax       1954.57     1910.47      2003.43         2005.61
 
 Less: Provision 
 for taxation
 
 Current tax             404.00      380.00       424.95          409.72
 
 Fringe benefit tax          -           -           -               0.04
 
 MAT Credit 
 Entitlement            (179.02)        -        (179.02)            -
 
 Profit before 
 deferred tax           1729.59     1530.47      1757.50         1595.85
 
 Less: Deferred tax      497.23      304.50       497.69          305.05
 
 Profit after tax 
 and before Minority 
 Interest               1232.36     1225.97      1259.81         1290.80
 
 Less: Minority 
 Interest                  -           -           13.97           19.33
 
 Profit after tax 
 & Minority 
 Interest               1232.36     1225.97      1245.84         1271.47
 
 Balance brought 
 forward from the 
 previous year          3429.96     2469.37      3528.30         2522.21
 
 Profit available for 
 appropriation          4662.32     3695.34      4774.14         3793.68
 
 Appropriations:
 
 General Reserve         150.00      150.00       150.00          150.00
 
 Legal Reserve              -           -           9.83             -
 
 Proposed Dividend        98.95       98.95        98.95           98.95
 
 Tax thereon              16.05       16.43        16.05           16.43
 
 Balance carried to 
 Balance Sheet          4397.32     3429.96      4499.31         3528.30
 
 Review of Operations
 
 The turnover for the financial year under review increased to Rs.47497mn
 from Rs. 44435 mn in the previous financial year .The Profit before Tax
 (PBT) increased to Rs 1955 mn and Profit after Tax (PAT) increased to
 Rs.1232 mn for the financial year under review as against Rs. 1911 mn
 and Rs.1226 mn in the previous year. The Company also recorded a higher
 EBITDA, from Rs.4556 mn in the previous financial year to Rs.4871 mn in
 the year under review.  EBTDA also rose from Rs. 3444 mn in the
 previous financial year to Rs.3563 mn in the current year. However, the
 financial result for the year under review were subdued which was
 largely attributed to a considerable rise in the Interest and Finance
 Charges of the Company.
 
 On consolidated basis, the turnover for the financial year under review
 stood enhanced to Rs.48753 mn from Rs. 45525 mn of the previous
 financial year. However the Profit before Tax declined to Rs.2003 mn from
 Rs 2006 mn in the previous year and Profit after Tax and Minority
 Interest also reduced to Rs.1246 mn from Rs.1271 mn in the previous
 year, mainly due to higher interest burden.
 
 Despite a generally sluggish market for construction industry, the
 order book on consolidated basis for the financial year under review
 surged by 28% to Rs.147070 mn from Rs.114910 mn last year. Your Company
 continued its presence in the diverse verticals of the construction
 sector and is confident of securing a good quantum of order in the
 current financial year too, on the back of large bid pipeline.
 
 During the year under review, the Company through joint venture/
 associate companies has bagged some of the landmark contracts, to
 mention a few, civil construction of one of the world''s tallest
 residential building “World One (King Tower)” at Mumbai, construction
 of 6 Laning of Chandikhole-Jagatpur-Bhubaneshwar Section of NH-5 at
 Bhubaneshwar on DBFOT(Design, Built, Finance, Operate and Transfer)
 basis. The Company has also secured several contracts in India and
 overseas, viz., construction of Jatrabari- Gulsitan Flyover at Dhaka,
 Bangladesh and construction of viaduct between Joka to Mominpur in BBD
 Bag corridor of Kolkata Metro, among others. Your Company has a pan
 India presence and internationally, it has presence in Qatar, Oman,
 Ethiopia, Saudi Arabia, Sri Lanka and Bangladesh.
 
 Dividend
 
 Your Directors are pleased to recommend a dividend of Rs.2/- per equity
 share of face value of Rs.2/- each for the financial year ended 31st
 March, 2011, amounting to Rs.115 mn (including tax on dividend), which
 if approved at the forthcoming Annual General Meeting will be paid to
 all eligible members whose names appear in the register of Members of
 the Company as on 8th September, 2011 and in respect of shares held in
 dematerialised form, the dividend will be paid to members whose names
 are furnished by National Securities Depository Limited and Central
 Depository Services (India) Limited as beneficial owners as at the close
 of business hours on Thursday, 8th September, 2011.
 
 Management Discussion and Analysis
 
 Management Discussion and Analysis for the year under review, as
 stipulated under Clause 49 of the Listing Agreement with the Stock
 Exchange(s) in India is presented in a separate section forming part of
 the Annual Report.
 
 Capital Expenditure
 
 During the year under review, the Company has made additions of Rs.2297
 mn to its Fixed Assets.
 
 Public Deposit
 
 During the year under review, the Company has neither accepted nor
 renewed any public deposit, as defined under section 58A of the
 Companies Act, 1956 read with Companies (Acceptance of Deposit) Rules,
 1975. As on 31st March 2011, the Company has an unclaimed deposit
 amounting to Rs.0.61 mn. On the date of this report, deposits
 aggregating to Rs.0.02 mn out of the aforesaid unclaimed amount has
 been paid.
 
 Consolidated Financial Statement
 
 Your Company has prepared Consolidated Financial Statements in
 accordance with Accounting Standards AS-21, AS-23 and AS-27 issued by
 the Institute of Chartered Accountants of India. The Consolidated
 Statements reflect the results of the Company and that of its
 Subsidiaries and Joint Ventures.
 
 The political turmoil in Middle East resulted in stoppage of business
 activities during the year 2010-11 of Simplex
 
 Infrastructures Libya Joint Venture Co. Only after the improvement of
 the political situation in Libya, the Company will be in a position to
 make a detailed review of the situation and will review the long term
 business interest in the above subsidiary.
 
 As required by clause 32 of the Listing Agreement with the Stock
 Exchanges, the Audited Consolidated Financial Statements together with
 the Auditors Report thereon are annexed and form part of this Annual
 Report.
 
 Subsidiaries
 
 As on March 31, 2011, your Company has four Subsidiaries namely (i)
 Simplex Infrastructures LLC (ii) Simplex (Middle East) Limited (iii)
 Simplex Infrastructures Libya Joint Venture Co. (iv) Simplex Infra
 Development Limited.
 
 The Ministry of Corporate Affairs by General Circular no.  2/2011 dtd.
 8th February 2011 issued a direction under Section 212(8) of the
 Companies Act, 1956 that the provisions of Section 212 shall not apply
 to Companies in relation to their subsidiaries, subject to fulfilling
 certain conditions mentioned in the said circular with immediate
 effect. The Company will make available the Annual Accounts of the
 Subsidiary Companies and the related detailed information to any Member
 of the Company as well as shareholder of the Subsidiary Companies, who
 may be interested in obtaining the same. The Annual Accounts of the
 Subsidiary Companies will also be kept open for inspection at the
 Registered Office of the Company and also at the Registered Office of
 the Subsidiary Companies concerned on any working day during business
 hours. The shareholders will also be furnished a hard copy of accounts
 of subsidiaries, on requisition from them.
 
 The Consolidated Financial Statements presented by the Company include
 the financial results of its Subsidiary Companies. The Figures of
 financial statements of Subsidiaries have been converted into equivalent
 Indian rupees on basis of exchange rate as on 31.03.2011.
 
 A statement of summarized financials of all subsidiaries of your Company
 including capital, reserves, total assets, total liabilities, details
 of investment, turnover, Profit before and after taxation, provision for
 taxation and proposed dividend pursuant to the General Circular issued
 by Ministry of Corporate Affairs, forms part of this Report.
 
 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 read with requirements set out under Schedule VI
 to the Companies Act, 1956, have been followed and there are no
 material departures from the same except as explained in Note no.8 and
 9 on Schedule 19 forming part of this Balance Sheet;
 
 (ii) 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 true and fair view of the state of affairs of
 the Company at the end of the financial year and of the Profit of the
 Company for that period;
 
 (iii) The Directors have taken proper and sufficient care for the
 maintenance of adequate accounting records in accordance with the
 provisions of the Companies Act, 1956 for safeguarding the assets of
 the Company and for preventing and detecting of fraud and other
 irregularities; and
 
 (iv) The Directors have prepared the accounts for the financial year
 ended 31st March 2011 on a going concern basis.
 
 Particulars of Employees
 
 In terms of the provisions of Section 217(2A) of the Companies Act,
 1956, read with the Companies (Particulars of Employees) Rules, 1975,
 as amended, the names and other particulars of the employees are
 required to be set out in the Annexure to the Directors’ Report.
 However, in terms of section 219(1)(b)(iv) of the Companies Act,1956,
 the Directors'' Report and Accounts are being sent to all the
 shareholders of the Company excluding the statement of particulars of
 employees and the said particulars will be made available on request
 and also made available for inspection at the Registered Office of the
 Company. Any Member interested in obtaining such particulars may write
 to the Company Secretary at the Registered Office of the Company.
 
 Energy Conservation, Technology Absorption and Foreign Exchange
 Earnings and Outgo
 
 The particulars relating to conservation of energy, technology
 absorption, foreign exchange earnings and outgo as required to be
 disclosed under Section 217(1)(e) of the Companies Act, 1956 read with
 the Companies (Disclosure of Particulars in the Report of Board of
 Directors) Rule, 1988, are provided in the Annexure ‘A’ to this Report.
 
 Corporate Governance
 
 All Directors of the Company and Senior Management has affirmed the
 compliance of Code of Conduct framed by the Company. A separate section
 titled ‘Corporate Governance’ including a certificate from the Auditors
 of the Company confirming compliance of the clauses of Corporate
 Governance as stipulated under Clause 49 of the Listing Agreement is
 annexed hereto and forms a part of the Report.
 
 Auditors
 
 The Auditors, Messrs Price Waterhouse, Chartered Accountants, will hold
 office until the conclusion of the ensuing Annual General Meeting. The
 Board of Directors recommends re-appointing them as Auditors of the
 Company. They have furnished a certificate to the effect that their
 proposed appointment, if made, will be in accordance with the limits
 specified under Section 224 (1B) of the Companies Act, 1956.
 
 The Company has received a Special Notice under Section 190 of the
 Companies Act, 1956, from one of the Members of the Company, proposing
 the appointment of M/s. H.S.  Bhattacharjee & Co., Chartered
 Accountants (Registration No. 322303E), as Joint Auditors of the
 Company for the financial year 2011-12.
 
 The Company has received a consent letter from M/s. H.S.  Bhattacharjee
 & Co., Chartered Accountants, confirming their eligibility as required
 under section 224(1B) of the Companies Act, 1956 and their willingness
 to act as Joint Auditor of the Company, if appointed, in the ensuing
 Annual General Meeting.
 
 The Board of Directors accordingly recommends the Resolution set out in
 Item no. 7 of the accompanying Notice for approval of the Members.
 
 Auditors’ Report
 
 With respect to paragraph no. 4(a) and (b) & 5(a), (d) and
 
 (f) of the Auditors’ Report, we would like to inform that the matter
 pertaining to foreign currency loan has been explained in Note no. 8 of
 Schedule 19 and the matter pertaining to Simplex Infrastructures Libya
 Joint Venture Co., has been explained in Note no.9 of Schedule 19
 forming part of the Balance Sheet.
 
 The Board is of the opinion that the matter being elucidated in detail
 at note no. 8 and 9 respectively of Schedule 19 are self-explanatory
 and do not call for further explanation.
 
 Directors
 
 Mr. A.D.Mundhra, Mr. Rajiv Mundhra and Mr. N.N.  Bhattacharyya retire
 by rotation and being eligible, offer themselves for re-appointment at
 the ensuing Annual General Meeting.
 
 The Board of Directors in its meeting held on 14th February 2011,
 subject to the approval of the Members at this Annual General Meeting,
 approved the re-appointment of Mr.  B.D.Mundhra as Chairman and
 Managing Director for a further period of five years with effect from
 1st April 2011 on the terms and conditions as set out in the Agreement
 entered into between the Company and Mr. B.D.Mundhra dated 14th
 February 2011.
 
 The appropriate resolution(s) seeking your approval and brief
 resume/details for the re-appointment are furnished in the notice of
 the ensuing Annual General Meeting.
 
 Acknowledgment
 
 Your Directors would like to acknowledge and place on record their
 sincere appreciation for the co-operation received from the Financial
 Institutions, Banks, Customers, Central and State Government
 Authorities, Regulatory Authorities, Stock Exchanges and the Companys’
 valued stakeholders for their excellent support. Your Directors also
 take this opportunity to recognize and appreciate the efforts and
 continuous hard work of all the employees and their contribution to the
 progress of the Company.
 
                                                  By Order of the Board
 
                                                           B.D. MUNDHRA
 
                                         Chairman and Managing Director
 Mumbai
 
 Dated: 30th May, 2011