Simplex Projects

The Directors are pleased to present the 18th Annual Report on the
 business and operations of the Company along with the audited accounts
 for the financial year ended 31st March, 2008. It is indeed a great
 pleasure to present the first report since your Company entered the
 capital market with the maiden public issue of its equity shares which
 was met with overwhelming response from all investors. It has brought
 with it the onerous responsibility and challenge to meet shareholders
 expectations and your Directors shall endeavor to meet it.
 
 1.  FINANCIAL RESULTS
 
 The performance of the Company for the financial year ended 31st March,
 2008 is summarized below:
 
                                         Year Ended       Year Ended
                                   31st March, 2008 31st March, 2007
                                              (Rs.)            (Rs.)
 
 Total Income                        2,29,87,58,421   1,36,16,89,635
 
 Less: Operating Expenditures        2,00,50,40,379   1,16,99,62,149
 
 Profit before interest, 
 Depreciation and Tax                  29,37,18,042     19,17,27,486
 
 Less: Interest                         5,62,28,912      6,40,20,790
 
 Depreciation                           1,37,27,334        98,25,105
 
 Profit before tax                     22,37,61,796     11,78,81,591
 
 Less: Provisions for Taxation          2,58,71,000      1,36,14,000
 
 Profit after Tax                      19,78,90,796     10,42,67,591
 
 Add: Balance brought 
 forward from last Year                 1,44,09,985      1,80,39,540
 
 Profit Available For Appropriation    21,23,00,781     12,23,07,131
 
 Less: Transferred to :
 
 Proposed Dividend                      1,80,00,567        67,49,986
 
 Tax thereon                              30,59,197        11,47,160
 
 Transfered to General Reserve          5,00,00,000     10,00,00,000
 
 Balance Profit after appropriation    14,12,41,017      1,44,09,985
 
 
 The Board proposes to carry over the said balance of Rs. 14,12,41,017/-
 to Balance Sheet.
 
 2.  PERFORMANCE REVIEW
 
 For the financial year under review: a) Revenue for the year under
 review is Rs. 22987.58 Lacs as against Rs. 13616.89 Lacs for the
 previous period, thus showing an increase of 69 % as against the
 previous period.
 
 b) Profit before tax (after interest and depreciation charges) is Rs.
 2237.62 Lacs as against Rs. 1178.81 Lacs for the Previous period, a
 rise of 90 % as against the previous period.
 
 c) Profit after providing for current tax and fringe benefit tax is Rs.
 1978.91 Lacs as against Rs. 1042.68 Lacs for the previous period, a
 rise of 90%.
 
 3.  DIVIDEND
 
 Your Directors have recommended a dividend of 15%.  i.e. Rs. 1.50 per
 equity share on 1,20,00,378 equity shares of Rs. 10/- each for the
 financial year ended 31 st March, 2008, up from 7.5% last year.
 
 The dividend pay out for the year under review has been formulated
 keeping in view the companys need for capital, its growth plans and
 intent to finance such plans through internal accruals. The dividend
 outgo (excluding tax on dividend) will be Rs. 180.01 Lacs (previous
 year :Rs. 67.50 Lacs).
 
 4.  OPERATIONAL PERFORMANCE & BUSINESS PROSPECT
 
 Your Company has significantly increased its presence in the
 infrastructure sector as a whole and more specifically in the segments
 of core competency, which include construction of buildings and
 bridges. Your Company is further committed to strengthen its presence
 in these segments. There is ample growth potential of road, highway
 segment and other mfrastructural projects of construction industry.
 Though there is tough competition in this segment, your company will
 persist in its endeavor to improve further its operational efficiency.
 Your Company has benchmarked itself with the best practices in the
 Industry and will constantly endeavour to maintain the highest level of
 quality in execution and corporate governance.
 
 The Company will pursuit policy and expand geographically across the
 country to achieve its goal of strategic growth in terms of volume as
 well as geographical spread. To further the growth, your Company is
 also trying its level best to procure jobs and execute contracts
 outside India. 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. For operational efficiency, your Company has opened a Branch
 Office in Delhi.
 
 The Directors are pleased to state that during the year under review,
 your Company had an unexecuted orders worth Rs 680 Crores approx. Your
 Companys order book was largely weighted towards the core strength
 areas of buildings, bridges and urban infrastructure projects. The
 segmental distribution of order is given below:
 
 Segment                Unexecuted Value               % of total
 
 Piling                      5,562.20                     8.16
 
 Building                   19,885.34                    29.17
 
 Bridge & Fly overs          8,413.41                    12.34
 
 Industrial & others        34,317.97                    50.33
 
 Total                      68,178.92                   100.00
 
 
 5.  CLIENT RELATIONSHIPS
 
 Your Company enjoys excellent business relationships with existing
 clients, resulting in repeat orders of similar nature, extension of
 projects of a higher value.
 
 6.  OUTLOOK
 
 A detailed discussion related to the outlook of the Company has been
 conducted in the Management Discussion & Analysis Report, which forms a
 part of this Annual Report.
 
 7.  CAPITAL EXPENDITURE
 
 During the period under review, the Company has made additions to the
 Fixed Assets amounting to Rs. 1610.00 Lacs. Additions were required for
 augmenting the Companys business turnover and as per commitment
 disclosed in the prospectus to procure various construction equipments
 through the proceeds of the issue.
 
 8.  IPO & INCREASE OF EQUITY SHARE CAPITAL
 
 During the year under review, your Company made its maiden IPO of
 30,00,000 equity shares of Rs 10 each through 100% book building
 process. The issue was priced at Rs.  185 per share. The issue was
 oversubscribed almost 84 times. The Company raised an amount of Rs.
 55.50 crores, which has been and is being utilized for the purposes
 listed as the objects to the issue. Details of the utilization of IPO
 proceeds as on 31 st March, 2008 is as follows :
 
 Particulars                                 Amount
                                        (Rs.in Lacs)
 
 Funds raised through Initial
 
 Public Offer Utilization :                5,550.73
 
 Investment in subsidiary                    600.00
 
 Investment in Plant & Machinery             883.16
 
 Long Term Working Capital                 3,208.54
 
 Public Issue Expenses                       597.95
 
 Total IPO funds utilised up to
 31st March, 2008                          5,289.65
 
 
 The balance un-utilised fund has been invested in short term liquid
 instruments besides reducing the working capital facilities.
 
 The equity shares of the Company were listed on Bombay stock Exchange
 Limited (BSE) and National Stock Exchange of India Limited (NSE) on 3rd
 August, 2007.  Consequent to IPO, the paid up capital of the Company
 increased to Rs. 1200.00 Lacs (1,20,00,378 nos. of equity shares of Rs.
 10 each).
 
 9.  SUBSIDIARY
 
 During the year under review, the Company has made further investments
 in its wholly-owned subsidiary Company, M/s. Simpark Infrastructure
 Pvt. Ltd. (SIPL).  thereby increasing its shareholding from 27,85,200
 to 31,85,200. The investments were made in accordance with commitment
 made in the Prospectus under utilization of IPO Proceeds.  As required
 under Section 212 of the Companies Act.  1956, the Annual Accounts of
 SIPL along with other related information is annexed herewith.
 
 10.  CONSOLIDATED FINANCIAL STATEMENTS
 
 In compliance with the Accounting Standard- 21 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.
 
 11.  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 31 st March, 2008. 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.
 
 12.  LISTING FEES
 
 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 Companys 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.
 
 13.  EMPLOYEE RELATIONS
 
 Employee relations with the management were cordial throughout the year
 under review. The Human Resources Department is committed to improve
 employees satisfaction at all levels.
 
 During the period, 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.
 
 14.  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, is given in the Annexure forming part of this
 Report.
 
 15.  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 31 st March, 2008 on a going concern basis;
 
 16.  DIRECTORS
 
 Mr. Anand Chopra and Mr. Prabir Kumar De, Directors retire from the
 Board by rotation under the Companys 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 commend for your approval.
 
 Brief profile of these Directors, as required by Clause 49 of the
 Listing Agreement entered into with the Stock Exchanges, is given in
 the Notice convening the Annual General Meeting.
 
 17.  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 Board recommends re-appointing them as Auditors.
 
 The Auditors have made certain observations, in their Report dated 27th
 June, 2008, the managements response to the same is given below:
 
 (i) With regard to the Paragraph 4(vi) of the Auditors Report, we draw
 the attention of the members that since the nature of activity of the
 Company is such that bifurcation of the material and sub-contracting
 expenses are not feasible. Hence, these expenses are clubbed and are
 not shown separately.
 
 (ii) With regards to the paragraph 3(ix)(a) & (b) of the Auditors
 Report, we draw the attention of the members that the Company has
 strong check for timely deposit of statutory dues. However, on certain
 account, the same were delayed in view of un-availability of figures
 from sites, which are very remotely located. However, the same are
 deposited immediately on receipt of information.
 
 18.  CHANGE OF ACCOUNTING POLICY
 
 During the year, the Company has changed the basis of accounting.
 Hence, accounting of interest on fixed deposits which were hitherto
 accounted for under cash basis of accounting has been treated under
 accrual basis, in conformity with AS-9 prescribed by the Companies
 (Accounting Standard) Rules, 2006.
 
 19.  CORPORATE GOVERNANCE
 
 In todays era, where compliance is treated as an investment, your
 Company expresses considerable significance to good corporate
 governance, as an important step towards building investors
 confidence.  improve investors protection and maximize long term
 shareholders value. The Companys excellence is judged and guided by
 its compliance with the Corporate Governance Code. The compliance has
 been documented in the Corporate Governance Report of this Annual
 Report.
 
 The Auditors Certificate on compliance with the mandatory
 recommendations of the Clause 49 of the Listing Agreement with the
 Stock Exchanges is annexed with this Report.
 
 20.  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.
 
 21. ACKNOWLEDGEMENT
 
 Your Directors wish to place on record their sincere appreciation for
 the valuable support from the Companys bankers, central and state
 government authorities, clients, consultants, suppliers and members of
 the Company and look forward to a greater measure of the same in the
 coming years.
 
 Your Directors also wish to place on record their grateful appreciation
 of the contributions made by the devoted executives, staff and workers
 whose hard work, co- operation and support have contributed to its
 efficient and successful management.
 
                                              By Order of the Board
                                       For SIMPLEX PROJECTS LIMITED
 
                                                      B. K. Mundhra
                                                         Chairman &
 Dated :22nd August, 2008                         Managing Director