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
Company’s 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 Company’s 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 – 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 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.
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. 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, 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 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 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 & 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 Auditors have made certain observations, in their Report. The
management’s response to the same is as follows:
(i) With regard to the Paragraph 4(vi) of the Auditor’s 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 Auditor’s 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 investors’
confidence, improve investors’ protection and maximize long term
stakeholders’ 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 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.
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 “Excellence Award”
by Institute of Economic Studies and “GIREM 2009 Award” for promising
future Company – 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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