Get App Open
In App
Open App
you are here:

Simplex Projects Ltd.

BSE: 532877 | NSE: SIMPLEX | Series: NA | ISIN: INE898F01018 | SECTOR: Construction & Contracting - Civil

BSE Live

Dec 13, 16:00
10.45 0.00 (0.00%)
No Data Available
  • Prev. Close


  • Open Price


  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    10.45 (1698)

Simplex Projects is not traded on BSE in the last 30 days

NSE Live

Jun 10, 15:58
5.20 0.00 (0.00%)
No Data Available
  • Prev. Close


  • Open Price


  • Bid Price (Qty.)

    0.00 (0)

  • Offer Price (Qty.)

    5.20 (4)

Simplex Projects is not traded on NSE in the last 30 days

Annual Report

For Year :
2016 2015 2014 2013 2012 2011 2010 2009 2008

Director’s Report

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.


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



Less: Expenses



Profit / (Loss) before exceptional and extra-ordinary items



Exceptional Items



Profit before extra-ordinary items & tax



Less: Provisions for Taxation



Profit After Tax



Add: Balance brought forward from last year



Profit Available For Appropriation



Less: Proposed Dividend (including tax on dividend)



Tax thereon



Transfer to General Reserve



Balance Profit after appropriation




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 company’s 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.


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.


There is no amount available for transfer to Reserves for the year ended March 31, 2016


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 “SEBI Listing Regulations”). 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 “the Act”).

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 “Triveni Engicon Pvt.Ltd.- Simplex Projects Limited” 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.


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.


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.


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.


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.


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.


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.


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 Auditors’ Report read with Annexure referred to in Paragraph 7 of the Auditors’ Report are repetitive and not significant in nature. Comments under Annexure to the Auditors’ 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.


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.


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 arm’s 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 Company’s 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.


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.


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.


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.


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.


Your Company treats its “Human Resource” 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 “Anti-Sexual Harassment Policy” 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.


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.


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.


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.


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.


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.


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.



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



Year Ended 31st March, 2016

Year Ended 31stMarch 2015

On Contract Work (Gross Billing (Overseas Branch)





Years Ended 31st March, 2016

Years Ended 31stMarch 2015




Contract Expenses

(Overseas Branch)




The provisions of Corporate Social Responsibly are not applicable to your Company.


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.


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 Company’s 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)

Director’s Report