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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Simplex Castings Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 45^th Annual Report on the business & operations of the Company with the
Audited Financial Statement for the year ended 31st March 2025.

FINANCIAL HIGHLIGHTS

Financial results are presented in the table below: (Rs in Lacs)

Particulars	31^s1 March, 2025	31^s1 March, 202''
Revenue from Operations	17188.36	12213.0!
Other Income	133.75	175.1
Total Income	17322.11	12388.1
Less : Expenses
Cost of goods sold	11145.01	6622.2!
Employees Benefit Expenses	1096.17	1053.3!
Finance Costs	891.46	861.5''
Depreciation and amortization expenses	366.03	446.9!
Other Expenses	1838.81	3213.8
Profit Before Tax and Exceptional Item	1984.63	190.9
Less: Exceptional Item	-	(120.13
Less: Tax Expense	471.52	71.8''
Profit After Tax	1513.11	239.2(
Other Comprehensive Income	38.42	26.8!
Total Comprehensive Income	1,551.53	266.0!

PERFORMANCE OF THE COMPANY

Our Company revenue from operations rose by 40.73 %
at Rs 17188.36 Lacs compared to Rs 12213.05 Lacs in
FY 2023-24. The Profit Before Tax (PBT) and Profit After
Tax (PAT) for the year 2024-25 are Rs 1984.63 Lacs and
Rs 1513.11 Lacs respectively, as against Rs 311.04 Lacs
and Rs 239.20 Lacs respectively during the previous year
ended 31st March, 2024.

With the improvement of economic conditions in these
markets, we anticipate further increase in sales volume and
profitability in the near future.

The Audited Financial Statements for the Financial
Year ended March 31, 2025, forming part of this Annual
Report, have been prepared in accordance with the Indian
Accounting Standard (hereinafter referred to as âInd ASâ)
prescribed under Section 133 of the Companies Act, 2013
(The ''Act'') and other recognized accounting practices and
policies to the extent applicable. Necessary disclosures
with regard to Ind-AS reporting have been made under the
Notes to Financial Statements.

DIVIDEND

Your Company intends to conserve available resources to
invest in the growth of the business and pursue strategic
growth opportunities. Accordingly, your Directors do not
recommend any dividend for the year.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the
General Reserves Account during the Financial Year 2024Â¬
25.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE
COMPANIES

The Company does not have any subsidiary, associate or
joint venture company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and
Analysis in terms of the provisions of Regulation 34 of the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided as a separate chapter in the
annual report.

MATERIAL CHANGES AND COMMITEMENT AFFECTING
FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments
affecting the financial position of the Company which have
occurred between the end of the financial year of the
Company to which the financial statements relate and the
date of this report.

DEPOSITS

During the year under review, your Company has not
accepted any deposits within the meaning of Sections 73
and 74 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014 (including any
statutory Modification(s) or re-enactment(s) for the time
being in force).

CREDIT RATINGS

During the year CRISIL Ratings has assigned the credit
ratings on bank facilities of the Company.

Total Bank Loan Facilities Rated	Rs. 72 Crore
Long Term Rating	CRISIL BB-/Stable (assigned)
Short Term Rating	CRISIL A4 (assigned)

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with
the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together
with a certificate from the practicing Company Secretary
regarding compliance of conditions of Corporate
Governance as stipulated under SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 forms
part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the
Company during the Financial Year ended 31st March,
2025

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Pursuant to Sections 149, 152 and other applicable
provisions of the Act, one-third of such Directors as are
liable to retire by rotation, shall retire every year and, if
eligible, offer themselves for re-appointment at every AGM.
Accordingly, Mr. Ketan Moolchand Shah (DIN:00312343),
Whole Time Director will retire by rotation at the ensuing
AGM, and being eligible, offers himself for re-appointment
in accordance with provisions of the Act.

During the year under review, Ms. Ushma Nitin Khabaria
(DIN: 06791342) completed her second term of five years
as an Independent Director of the Company and ceased to
hold office w.e.f 30th September, 2024.

The Company has appointed Ms. Indu Nagar (DIN:
09010427) as an Independent Director w.e.f 1st October,
2024, in place of Ms. Ushma Nitin Khabaria (DIN:
06791342), upon completion of her second term. The
appointment was approved by the Members at the Annual
General Meeting held on 28th September, 2024. The
appointment was made in accordance with the provisions
of Companies (Management and Administration) Rules,
2014 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Board of Directors of the Company has, re-appointed
Mr Ketan M Shah as Whole Time Director designated as
Chief Executive officer and Chairman for a further period
five years with effect from 10.07.2025 to 09.07.2030 and
the same approved by the members in Extra Ordinary
General Meeting held on 21^st June , 2025.

The Company has received necessary disclosures
and notices with respect to re-appointment of Directors
mentioned above.

The Company has received necessary declaration from all
the Independent Directors under Section 149(7) of the Act
and Regulation 25(8) of the Listing Regulations confirming

that they meet the criteria of independence as laid down
in Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations.

The Company has also received from them, declaration of
compliance of Rule 6(1) & (2) of the Companies (Appointment
and Qualifications of Directors) Rules, 2014, regarding
online registration with the Indian Institute of Corporate
Affairs, Manesar, for inclusion/ renewal of name in the data
bank of Independent Directors. With regard to integrity,
expertise and experience (including the proficiency) of the
Independent Directors, the Board of Directors have taken
on record the declarations and confirmations submitted by
the Independent Directors and is of the opinion that they
are persons of integrity and possess relevant expertise
and experience and their continued association as Director
will be of immense benefit and in the best interest of the
Company. With regard to proficiency of the Independent
Directors, ascertained from the online proficiency selfÂ¬
assessment test conducted by the Institute, as notified
under Section 150(1) of the Act, the Board of Directors have
taken on record the information submitted by Independent
Directors that they have complied with the applicable laws.

A brief resume of the directors being re-appointed, the
nature of expertise in specific functional areas, names of
companies in which they hold directorships, committee
memberships/ chairmanships, their shareholding in the
Company, etc., have been furnished in the explanatory
statement to the notice of the ensuing AGM.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the
Company as on 31^st March, 2025:

1. Mrs. Sangeeta K Shah: Managing Director

2. Mr. Avinash Hariharno: Chief Financial Officer

3. Mrs. Akanksha Kotwani: Company Secretary and
Compliance Officer of the Company

PERFORMANCE EVALUATION

Meeting the requirements of the statute and considering
Board Performance Evaluation as an important step
for a Board to transit to a higher level of performance,
the Nomination and Remuneration Committee has laid
down a comprehensive framework for carrying out the
evaluations prescribed in the Companies Act, 2013 and the
SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015.

The framework was developed to give all Board members
an opportunity to evaluate and discuss the Board''s
performance openly from multiple perspectives and
enhance governance practices within the Board. The
framework describes the evaluation coverage and the
process thereof.

A structured questionnaire each for evaluation was prepared
and a separate exercise was carried out to evaluate the
performance of individual Directors including the Chairman
of the Board.

The performance evaluation of the Independent Directors
was also carried by the entire Board. The performance
evaluation of the Chairman, Managing Director & Executive
Directors was carried out by the independent Directors
at its separate meeting held on 12^th February, 2025. The
Directors expressed their satisfaction with the evaluation
process.

FAMILIARISATION PROGRAMME OF INDEPENDENT
DIRECTORS

The Company Conducts Familiarization Programme for
the Independent Directors to provide them an opportunity
to familiarize with the Company, its Management and
its operations so as to gain a clear understanding of
their roles, rights and responsibilities and contribute
significantly towards the growth of the Company. The
initiatives undertaken by the Company in this respect has
been disclosed on the website of the Company at www.
simplexcastings.com.

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance
with the Nomination and Remuneration Policy formulated in
accordance with Section 178 of the Companies Act, 2013
and Regulation 19 of the Listing Regulations (including
any statutory modification(s) or re-enactment(s) for the
time being in force). The silent aspects covered in the
Nomination and Remuneration Policy has been outlined in
the Corporate Governance Report which forms part of this
report.

The Nomination and Remuneration Policy is accessed
through weblink at https://www.simplexcastings.com/public/
asset/docs/investor/code-of-conduct/policies/nomination-
renumeration-policy.pdf.

CRITERIA FOR DETERMINING QUALIFICATIONS,
POSITIVE ATTRIBUTES AND INDEPENDENCE OF A
DIRECTOR

In terms of the provisions of Section 178(3) of the Act
and Regulation 19 of the Listing Regulations, the NRC
has formulated the criteria for determining qualifications,
positive attributes and independence of Directors, the key
features of which are as follows:

â¢ Qualifications - The Board nomination process
encourages diversity of thought, experience,
knowledge, age, and gender. It also ensures that the
Board has an appropriate blend of functional and
industry expertise.

â¢ Positive Attributes - Apart from the duties of Directors
as prescribed in the Act, the Directors are expected
to demonstrate high standards of ethical behaviour,
communication skills, and independent judgment. The
Directors are also expected to abide by the respective
Code of Conduct as applicable to them.

â¢ Independence - A Director will be considered
independent if he/she meets the criteria laid down in

Section 149(6) of the Act, the Rules framed thereunder
and Regulation 16(1)(b) of the Listing Regulations, as
amended from time to time.

PARTICULARS OF EMPLOYEES AND RELATED
DISCLOSURES

The information required under Section 197 of the
Companies Act, 2013 and Rule 5 (1) Companies
(Appointment and Remuneration of Managerial Personnel)
Rules, 2014 (including any statutory modification(s) or re-
enactment(s) thereof for the time being in force is set out in
the Annexure-I to this report.

The Company does not have any employee, whose
particulars are required to be given pursuant to the
provisions of section 197 of the Companies Act, 2013 read
with Rule 5(2) & (3) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014.

The statement containing the names of top ten employees
in terms of remuneration drawn and the particulars
of employees as required under Section 197(12) of
the Companies Act, 2013 read with Rule 5(2) of the
aforementioned Rules will be made available on request
sent to the Company on cs@simplexcastings.com.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the
Companies Act, 2013 (including any statutory modification''s
or re-enactments thereof for the time being in force), the
Directors of the Company confirm that:

a. in the preparation of the annual accounts for the
financial year ended 31 ^st March, 2025, the applicable
Accounting Standards and Schedule III of the
Companies Act, 2013 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 31^st March, 2025 and of the profit and
loss of the Company for the financial year ended 31^stMarch, 2025;

c. proper and sufficient care has been taken for the
maintenance of adequate accounting records in
accordance with the provisions of the Companies Act,
2013 for safeguarding the assets of the Company
and for preventing and detecting fraud and other
irregularities;

d. the Annual Accounts have been prepared on a going
concern basis;

e. proper internal financial controls laid down by the
Directors were followed by the Company and that such
internal financial controls are adequate and operating
effectively; and

f. proper systems to ensure compliance with the

provisions of all applicable laws were in place and that
such systems are adequate and operating effectively.

MEETING OF BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its
Committees, convened during the financial Year 2024-25
are given in the Corporate Governance Report which forms
a part of Annual Report.

SEPARATE MEETING OF THE INDEPENDENT
DIRECTORS

During the year under review, the Independent Directors
met on 12^th February, 2025, without the attendance of NonÂ¬
Independent Directors and members of the management,
inter alia, to discuss on the following:

â¢ To review the performance of the Non-Independent
Directors and the Board as whole;

â¢ Review the performance of the Chairperson of your
Company, taking into account views of Executive/Non-
Executive Directors; and

â¢ Assess the quality, quantity and timeliness of flow of
information between your Company''s management
and the Board that was necessary for the Board to
effectively and reasonably perform their duties.

All the Independent Directors of the Company attended the
separate Meeting of Independent Directors. Mr Champak K
Dedhia chaired the Meeting.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies
Act, 2013 read with Companies (Audit and Auditors) Rules,
2014 as amended from time to time, the members at the 44th
Annual General Meeting held on September 28, 2024 had
approved the appointment of M/s Harsh Jain & Associates,
Chartered Accountants (Firm Registration No. 007639C),
as the Statutory Auditors of the Company for a period of
5 (five) consecutive years from the conclusion of the 44th
AGM till the conclusion of 49th AGM of the Company to be
held in the year 2029.

The Notes on financial statements referred to in the
Auditors'' Report are self-explanatory and do not call for any
further comments.The Auditors have issued an unmodified
opinion on the Financial Statements, for the financial year
ended 31st March, 2025.

The Auditors have also confirmed that they have subjected
themselves to the peer review process of Institute of
Chartered Accountants of India (ICAI) and hold a valid
certificate issued by the Peer Review Board of the ICAI.

COST AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 148 of the Act read
with Companies (Cost Records and Audit) Rules 2014, M/s
Sashi Ranjan & Co (FRN : 103830) have been appointed
as Cost Auditors for the financial year 2025-26 to conduct

cost audit of the accounts maintained by the Company
in respect of the various products prescribed under the
applicable Cost Audit Rules. The remuneration of Cost
Auditors has been approved by the Board of Directors on
the recommendation of Audit Committee. The requisite
resolution for ratification of remuneration of Cost Auditors
by members of the Company has been set out in the Notice
of ensuing AGM.

Due to other professional commitments, M/s Arindam &
Associates, Cost Auditors who has done our last year audit
has expressed his unwillingness to be reappointed for the
FY 2025-26.

The Cost Auditors have certified that their appointment is
within the limits of Section 141(3)(g) of the Act and that they
are not disqualified from appointment within the meaning of
the said Act.

The Cost Audit Report for the financial year 2023-24,
issued by M/s Arindam & Associates, Cost Auditors, in
respect of the various products prescribed under Cost Audit
Rules was filed with the Ministry of Corporate Affairs on 9^thOctober , 2024.

There were no observations (including any qualification,
reservation, adverse remark, or disclaimer) of the Cost
Auditors in the Report issued by them for the financial year
2023-24 which call for any explanation/comment from the
Board of Directors.

INTERNAL AUDITOR

Pursuant to the provisions of section 138 and rules made
there under, the Board on recommendation of Audit
Committee, in the Board Meeting held on 30^th May, 2025
has reappointed M/s M D N & Associates, as internal
auditor of the Company for the FY 2025-26.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies
Act, 2013 and The Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the
Company has reappointed M/s Meena Naidu & Associates,
Company Secretaries, (Membership no. A28193, CP No.
23853) to undertake the Secretarial Audit of the Company
for the Financial Year 2024-25.

The Secretarial Audit Report for the financial year ended
31st March, 2025 is annexed herewith as Annexure II to
this report.

The Secretarial Audit Report does not contain any
qualification, reservation or adverse remark therefore, no
details are required to be disclosed.

Pursuant to provisions of Regulations 24A and 36 of the
Listing Regulations and the provisions of Section 204
and other applicable provisions, if any, of the Companies
Act, 2013 and Rules framed thereunder, M/s Meena
Naidu & Associates, Company Secretaries, (Membership
no. A28193, CP No. 23853) have been proposed to
be appointed as Secretarial Auditor of the Company to

conduct secretarial audit of the Company for a term o
five consecutive years with effect from April 01, 2025 unti
March 31, 2030.

She has confirmed that She is peer reviewed company
secretary and hold a valid certificate of peer review issued
by the Institute of Company Secretaries of India. She has
also confirmed that She is not disqualified and is eligible foi
the said appointment.

DETAILS IN RESPECT OF FRAUDS REPORTED
BY AUDITORS OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditor or Secretarial Auditoi
of the Company have not reported any frauds to the Audi''
Committee or to the Board of Directors under Section
143(12) of the Companies Act, 2013, including rules made
thereunder.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Ac
read with Companies (Management and Administration)
Rules, 2014, the Annual Return of the Company in Form
MGT-7 has been placed on the Company''s website
and can be accessed at the following link: https://www
simplexcastings.com/investor/shareholders.

DISCLOSURE ON COST RECORDS

Pursuant to provisions of Section 134 of the Act read with
Rule 8(5)(ix) of the Companies (Accounts) Rules, 2014 it is
confirmed that maintenance of cost records as specified by
the Central Government under sub-section (1) of sectior
148 of the Act, is required by the Company and accordingly
such accounts and records are made and maintained.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) entered into by
the Company during the year under review were on an
arms'' length basis and in the ordinary course of business
These RPTs did not attract provisions of Section 188 o
the Companies Act, 2013 and were also not material RPTs
under Regulation 23 of the Listing Regulations. Given tha
the Company does not have anything to report pursuan
to Section 134(3)(h) of the Act read with Rule 8(2) of the
Companies (Accounts) Rules, 2014 in Form No. AOC-
2, therefore the same is not provided. All related party
transactions are approved by the Audit Committee and are
periodically reported to the Audit Committee. Prior approva
of the Audit Committee was obtained on a periodic basis foi
the transactions which were planned and / or repetitive ir
nature and omnibus approvals were also taken as per the
policy laid down for unforeseen transactions.

The Policy on Related Party Transactions as approvec
by the Board of Directors is available on the Company''s
website and accessed through weblink at https://www
simplexcastings.com/public/asset/docs/investor/code-of-
conduct/policies/RPT_POLICY.pdf.

The details of the transactions with related parties during
FY 2024-25 are provided in the accompanying financial
statements.

The transactions with person or entity belonging to the
promoter/ promoter group which hold(s) 10% or more
shareholding in the Company has been disclosed in the
accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS

Details of loans, guarantees and investments under
the provisions of Section 186 of the Act read with the
Companies (Meetings of Board and its Powers) Rules,
2014, as on 31st March, 2025, are set out in Notes to the
Financial Statements of the Company.

SHARE CAPITAL

The Authorised Share Capital of your Company is Rs
10,00,00,000/- consisting of 1,00,00,000 Equity Shares of
the Face Value of Rs 10/- each.

The paid-up Equity Share Capital of your Company as on
March 31, 2025 stood at Rs 7,19,82,810/- consisting of
71,98,281 Equity Shares of the Face Value of Rs 10.00
each, fully paid-up.

On 24^th April , 2024 , the Company has allotted 760521
Equity shares to Non promoters pursuant to the consent
of the members of the Company received by Special
Resolution passed in their Extra Ordinary General Meeting
held on 21st March, 2024 and in-principle approval received
from BSE Ltd. vide their letters dated 15th April, 2024.

On 7^th June , 2024, the company has allotted 306560 equity
shares upon conversion of warrants to Mr Ketan M Shah,
Promoter.

Your Company has not issued equity shares with differential
rights as to dividend, voting or otherwise; and does not
have any ESOP Scheme for its employees/Directors. As on
March 31,2025, none of the Directors of the Company hold
instruments convertible into Equity Shares of the Company.

LISTING OF SHARES

The Company Securities are listed on Bombay Stock
Exchange and Calcutta Stock Exchange.

The Board of Directors in their meeting on 12^th November,
2022 has approved the Delisting of the equity shares
of the Company from The Calcutta Stock Exchange Ltd.
(CSE) only in terms of Regulation 5 & 6 of the Securities
and Exchange Board of India (Delisting of Equity Shares)
Regulations 2021. The Company has filed the delisting
application before Calcutta Stock Exchange but Calcutta
Stock Exchange has suspended the Company with effect
from 5^th April, 2023.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment
and minimization procedures, which are reviewed by the
Board periodically. The Company has been addressing
various risks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2025 comprises of
the following Independent Directors:

Mr. Champak K Dedhia (Chairman), Ms. Indu Nagar and
Mr. Shailesh Jain as Members.

The Board has accepted all recommendations made by the
Audit Committee during the year.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees
of the Company is constituted, to provide a mechanism
which ensures adequate safeguards to employees and
Directors from any victimization on rising of concerns of any
violations of legal or regulatory requirements, incorrect or
misrepresentation of any, financial statements and reports,
etc.

All employees of the Company have access to the Chairman
of the Audit Committee in case they want to report any
concern. The Policy on Vigil Mechanism is available on
your Company website.

During the year under review, the Company has not
received any complaints under the Mechanism.

CORPORATE SOCIAL RESPONSIBILITY:

The CSR Committee has formulated a CSR policy of the
Company for undertaking the activities as specified in
Schedule VII to the Companies Act, 2013. A copy of the
CSR Policy has been posted on the website of the company
at www.simplexcastings com and the weblink http://www.
simplexcastings.com/investors/code-of-conduct/docs/
policies/Corporate Social Responsibility Policv.pdf.

The Composition of the CSR Committee:

Mr Champak K Dedhia (Chairman)

Mr Ketan M Shah (Member)

Mrs Sangeeta Ketan Shah (Member)

The Annual Report on Corporate Social Responsibility
activities during the year are set out in Annexure III of this
Report in the format prescribed in the Companies

(Corporate Social Responsibility Policy) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS
AND OUTGO

Information on conservation of energy, technology
absorption, foreign exchange earnings and outgo required
to be given pursuant to Section 134(3) (m) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts)

Rules, 2014 is annexed herewith as Annexure - IV to this
report.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk
management process, addressing financial and financial
reporting risks. The internal financial controls have been
documented, digitized and embedded in the business
processes.

Assurance on the effectiveness of internal financial controls
is obtained through management reviews, control selfÂ¬
assessment, continuous monitoring by functional experts
as well as testing of the internal financial control systems
by the internal auditors during the course of their audits. We
believe that these systems provide reasonable assurance
that our internal financial controls are designed effectively
and are operating as intended.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY
THE REGULATORS / COURTS

There are no significant and material orders passed by the
Regulators or Courts or Tribunals which would impact the
going concern status of the Company and its operation in
future.

INVESTOR EDUCATION AND PROTECTION FUND
(IEPF)

Pursuant to the provisions of Section 125 of the Companies
Act, 2013, the outstanding amount of dividend which
remained unpaid or unclaimed for a period of seven years
and shares whose dividend was unpaid/unclaimed for
seven consecutive years have been transferred by the
Company, from time to time on due dates, to the Investor
Education and Protection Fund.

Any person, whose unclaimed or unpaid amount has been
transferred by the Company to IEPF may claim their refunds
to the IEPF authority. For claiming such amount, claimant
needs to file form IEPF-5 along with requisite documents.
The detailed procedure for claiming shares and Dividend
Amount has been uploaded on the Website of the Company
at www.simplexcastings.com and also available on the
website of IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is Company
Secretary and the website address is www.simplexcastings.
com.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company believes that its employees are one of the
most valuable assets of the Company. During the year
under review, the Company organised various training
programs at all level to enhance skill of the employees.
The employees are deeply committed to the growth of the
Company.

DETAILS OF DIFFERENCES BETWEEN AMOUNT OF
THE VALUATION DONE AT THE TIME OF ONE TIME
SETTLEMENT AND THE VALUATION DONE WHILE
TAKING LOAN FROM THE BANKS OR FINANCIAL
INSTITUTIONS ALONG WITH THE REASON THEREOF:

Your Company has not made any one time settlement with
any of its lenders.

DETAILS OF APPLICATIONS MADE OR ANY
PROCEDDINGS PENDING UNDER THE INSOLVENCY
AND BANKRUPTCY 2016:

No application pending under Insolvency and Bankruptcy
Act 2016.

COMPLIANCE OF SECRETARIAL STANDARD:

Your Company have complied with all Secretarial Standards
issued by the Institute of Company Secretaries of India
(ICSI) and approved by Central Government from time to
time.

DISCLOSURE UNDER SEXUAL HARASSMENT
OF WOMEN AT THE WORKPLACE (PREVENTION,
PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual
harassment at the workplace and has formulated a
policy on prevention, prohibition, and redressal of sexual
harassment at the workplace in line with the provisions
of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the
rules thereunder for prevention and redressal of complaints
of sexual harassment at workplace. Awareness programs
were conducted at various locations of the Company.

The Company has complied with provisions relating
to the constitution of the Internal Committee under the
Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013. There were no
complaints relating to sexual harassment, pending at the
beginning of financial year, received during the year and
pending as on the end of the Financial Year 2024-25.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere
appreciation for the assistance and co-operation received
from the financial institutions, banks, Government
authorities, customers, vendors and members during the
year under review. The Board of Directors also wish to place
on record its deep sense of appreciation for the committed
services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Chairman Managing Director

DIN:00312343 DIN:05322039

Place: Bhilai

Date: 04.08.2025

Mar 31, 2024

Your Directors have pleasure in presenting the 44^th Annual Report on the business & operations of the Company with the Audited Financial Statement for the year ended 31st March 2024.

FINANCIAL HIGHLIGHTS

Financial results are presented in the table below: (Rs in Lacs)

Particulars	31^s1 March, 2024	31^s1 March, 2023
Revenue from Operations	12213.05	11660.58
Other Income	175.11	129.58
Less: Finance Costs	861.54	837.69
Less: Depreciation and amortization expenses	446.95	519.68
Profit Before Tax and Exceptional Item	190.91	235.56
Less: Exceptional Item	(120.13)	2125.84
Less: Tax Expense	71.84	(191.43)
Profit After Tax	239.20	(1698.85)
Other Comprehensive Income	26.85	(14.06)
Total Comprehensive Income	266.05	(1712.91)

PERFORMANCE OF THE COMPANY

Our Company revenue from operations rose by 4.73 % at Rs 12213.05 Lacs compared to Rs 11660.58 Lacs in FY 2022-23. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the year 2023-24 are Rs 311.04 Lacs and Rs 239.20 Lacs respectively, as against Rs (1890.28) Lacs and Rs (1698.85) Lacs respectively during the previous year ended 31^st March, 2023.

With the improvement of economic conditions in these markets, we anticipate further increase in sales volume and profitability in the near future.

The Audited Financial Statements for the Financial Year ended March 31, 2024, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standard (hereinafter referred to as âInd ASâ) prescribed under Section 133 of the Companies Act, 2013 (The ''Act'') and other recognized accounting practices and policies to the extent applicable. Necessary disclosures with regard to Ind-AS reporting have been made under the Notes to Financial Statements.

DIVIDEND

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves Account during the Financial Year 2023-24.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

MATERIAL CHANGES AND COMMITEMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

Changes after the end of financial year till the date of the reporting period:

The Members has approved the resolution in Extraordinary General Meeting held on 21st March, 2024 to issue 3,06,560 Warrants convertible into equivalent number of Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 75/- (Rupees Seventy Five only) per share including premium of Rs. 65/- (Rupees Sixty Five only) per share to the promoters and promoter group and 7,60,521 Equity Shares of Rs. 10/- (Rupees Ten only) each at an issue price of Rs. 75/- (Rupees Seventy Five only) per share including premium of Rs. 65/- (Rupees Sixty Five only) per share to the FPIs / bodies corporate / individuals in public category.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2024

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mrs. S.M Swathi (DIN:06952954) has tendered her resignation from the position of Independent Director of the Company due to her personal reasons and preoccupations with effect from 05^thOctober 2023.

The Company has appointed Mr. Shailesh Jain (DIN: 02753322) as an Independent Director in place of the vacancy arised from resignation of Mrs. S.M Swathi (DIN: 06952954) w.e.f 11^th November 2023 and the same has been approved by the Members of the Company by means of Postal ballot on 08^th February, 2024.The appointment was made in accordance with the provisions of Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mrs. Pooja Jethmal, Company Secretary and Compliance Officer of the company has tendered her resignation with effect from after closing of working hour of 08^th January, 2024 and in her place, the Company has appointed Mrs. Akanksha Kotwani as Company Secretary and Compliance officer of the Company with effect from 09^th January, 2024.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on 31^st March, 2024:

1. Mrs Sangeeta K Shah: Managing Director

2. Mr. Avinash Hariharno: Chief Financial Officer

3. Mrs Akanksha Kotwani: Company Secretary and Compliance Officer of the Company (w.e.f 09.01.2024)

PERFORMANCE EVALUATION

evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Board''s performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

A structured questionnaire each for evaluation was prepared and a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 28^th February, 2024. The Directors expressed their satisfaction with the evaluation process.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

All Independent Directors of the Company have given declarations as required under the provisions of Section 149 (7) of the Companies Act, 2013 stating that they meet the eligibility criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and Regulation 25 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

The Company conducts Familiarization Programme for the Independent Directors to provide them an opportunity to familiarize with the Company, its Management and its operations so as to gain a clear understanding of their roles, rights and responsibilities and contribute significantly towards the growth of the Company. The initiatives undertaken by the Company in this respect has been disclosed on the website of the Company at www. simplexcastings.com.

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The silent aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

â¢ Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age, and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

â¢ Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations, as amended from time to time.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force is set out in the Annexure-I to this report.

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the aforementioned Rules will be made available on request sent to the Company on cs@simplexcastings.com.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification''s or re-enactments thereof for the time being in force), the Directors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 ^st March, 2024, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 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 31^st March, 2024 and of the profit and loss of the Company for the financial year ended 31^stMarch, 2024;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

MEETING OF BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial Year 2023-24 are given in the Corporate Governance Report which forms a part of Annual Report.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 28^th February, 2024, without the attendance of NonIndependent Directors and members of the management, inter alia, to discuss on the following:

â¢ To review the performance of the Non-Independent Directors and the Board as whole;

â¢ Review the performance of the Chairperson of your Company, taking into account views of Executive/Non-Executive Directors ; and

â¢ Assess the quality, quantity and timeliness of flow of information between your Company''s management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company attended the separate Meeting of Independent Directors. Mr Champak K Dedhia chaired the Meeting.

STATUTORY AUDITORS AND THEIR REPORT

Pursuant to the provisions of Section 139 of the Companies Act, 2013 read with Companies (Audit and Auditors) Rules, 2014 as amended from time to time, the members at the 41^st Annual General Meeting held on September 30, 2021 had approved the appointment M/s APAS & Co, Chartered

Accountants (Firm Registration No. No.000340C), as the Statutory Auditors of the Company for a period of 3 (five) consecutive years from the conclusion of the 41^st AGM till the conclusion of 44^th AGM of the Company to be held in the year 2024. Their present term will complete at the conclusion of the ensuing AGM of the Company.

The Board in its Meeting held on 2^nd August, 2024, on recommendation of the Audit Committee, recommended for approval of members, the appointment of M/s. Harsh Jain & Associates Chartered Accountants , as the Statutory Auditors of the Company for a period of 5 (five) consecutive years from the conclusion of the ensuing AGM till the conclusion of 49^th AGM of the Company to be held in year 2029. The Board also recommended for the approval of members, the remuneration of M/s Harsh Jain & Associates Chartered Accountants as the Statutory Auditors. The resolution seeking approval of the members'' forms part of the Notice of 44th Annual General Meeting.

The Auditors have issued an unmodified opinion on the Financial Statements, for the financial year ended 31st March, 2024.

The Emphasis of matter in Audited Financial Statement and management reply thereto was as under: -

Attention is drawn to Note No. 43 which refers to the exceptional items reported in the statement of Profit and Loss (including other comprehensive Income).The Management has submitted the requisite documents to the Auditors respect to Exceptional items reported in Note no 43 of financial statement.

COST AUDITOR AND THEIR REPORT

Pursuant to Section 148(2) of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Amendment Rules, 2014, your Company is required to get its cost accounting records audited by a Cost Auditor.

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 ) ,M/s Arindam & Associates has been re-appointed as cost auditors for conducting Cost Audit for the Financial Year under review.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. Harshit Malviya & Associates, Chartered Accountants were re-appointed as Internal Auditors for the Financial Year 2024-25 at board meeting held on 10^th February, 2024.

Further the Company has received letter from Internal Auditor M/s Harshit Malviya & Associates regarding Change of Status of firm from M/s Harshit Malviya & Associates Chartered Accountants from Proprietorship to a Partnership firm with firm name M/s M D N & Associates. Accordingly, M/s. Harshit Malviya & Associates, Chartered Accountants, a Proprietorship firm has ceased to act as Internal Auditor. The Board has approved the appointment of M/s. M D N

& Associates, a partnership firm of Chartered Accountants, wherein Mr. Harshit Malviya is also a one of the Partner as internal auditor of the Company in meeting held on 2^nd August, 2024 based on the recommendation of Audit Committee.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed M/s Meena Naidu & Associates, Company Secretaries,(Membership no.A28193, CP No. 23853) to undertake the Secretarial Audit of the Company for the Financial Year 2024-25 at their meeting held on 18^thMay , 2024.

The Secretarial Audit Report for the financial year ended 31st March, 2024 is annexed herewith as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark therefore, no details are required to be disclosed.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

The Statutory Auditors, Cost Auditor or Secretarial Auditor of the Company have not reported any frauds to the Audit Committee or to the Board of Directors under Section 143(12) of the Companies Act, 2013, including rules made thereunder.

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company at www. simplexcastings.com.

RELATED PARTY TRANSACTIONS

All Related Party Transactions (RPTs) entered into by the Company during the year under review were on an arms'' length basis and in the ordinary course of business. These RPTs did not attract provisions of Section 188 of the Companies Act, 2013 and were also not material RPTs under Regulation 23 of the Listing Regulations. Given that the Company does not have anything to report pursuant to Section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 in Form No. AOC-2, therefore the same is not provided. All related party transactions are approved by the Audit Committee and are periodically reported to the Audit Committee. Prior approval of the Audit Committee was obtained on a periodic basis for the transactions which were planned and / or repetitive in nature and omnibus approvals were also taken as per the policy laid down for unforeseen transactions.

The Policy on Related Party Transactions as approved by the Board of Directors is available on the Company''s website.

The details of the transactions with related parties during FY 2023-24 are provided in the accompanying financial statements.

The transactions with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company has been disclosed in the accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2024, are set out in Notes to the Financial Statements of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March, 2024 is Rs 613.12 Lacs.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors. As on March 31,2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

LISTING OF SHARES

The Company Securities are listed on Bombay Stock Exchange and Calcutta Stock Exchange.

The Board of Directors in their meeting on 12^th November, 2022 has approved the Delisting of the equity shares of the Company from The Calcutta Stock Exchange Ltd. (CSE) only in terms of Regulation 5 & 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2021. The Company has filed the delisting application before Calcutta Stock Exchange but Calcutta Stock Exchange has suspended the Company with effect from 5^th April, 2023.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Company has been addressing various risks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2024 comprises of the following Independent Directors:

Mr. Champak K Dedhia (Chairman), Ms. Ushma Nitin Khabaria and Mr. Shailesh Jain as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and

Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website.

During the year under review, the Company has not received any complaints under the Mechanism.

CORPORATE SOCIAL RESPONSIBILITY:

The CSR Committee has formulated a CSR policy of the Company for undertaking the activities as specified in Schedule VII to the Companies Act, 2013. A copy of the CSR Policy has been posted on the website of the company at www.simplexcastings com and the weblink http://www. simplexcastings.com/investors/code-of-conduct/docs/ policies/Corporate_Social_Responsibility_Policy.pdf.

The Composition of the CSR Committee:

Mr Champak K Dedhia (Chairman)

Mr Ketan M Shah (Member)

Mrs Sangeeta Ketan Shah (Member)

The Annual Report on Corporate Social Responsibility activities during the year are set out in Annexure III of this Report in the format prescribed in the Companies

(Corporate Social Responsibility Policy) Rules, 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - IV to this report.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

Assurance on the effectiveness of internal financial controls is obtained through management reviews, control selfassessment, continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial controls are designed effectively and are operating as intended.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the outstanding amount of dividend which remained unpaid or unclaimed for a period of seven years and shares whose dividend was unpaid/unclaimed for seven consecutive years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

person, whose unclaimed or unpaid amount has been transferred by the Company to IEPF may claim their refunds to the IEPF authority. For claiming such amount, claimant needs to file form IEPF-5 along with requisite documents. The detailed procedure for claiming shares and Dividend Amount has been uploaded on the Website of the Company at www.simplexcastings.com and also available on the website of IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is Company Secretary and the website address is www.simplexcastings. com.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organised various training programs at all level to enhance skill of the employees. The employees are deeply committed to the growth of the Company.

DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

Your Company has not made any one time settlement with any of its lenders.

DETAILS OF APPLICATIONS MADE OR ANY PROCEDDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY 2016:

No application pending under Insolvency and Bankruptcy Act 2016.

COMPLIANCE OF SECRETARIAL STANDARD:

Your Company have complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company.

The Company has complied with provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as on the end of the Financial Year 2023-24.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Chairman Managing Director

DIN:00312343 DIN:05322039

Place: Bhilai Date: 18.05.2024

Mar 31, 2023

Your Directors have pleasure in presenting the 43^rd Annual Report on the business & operations of the Company with the Audited Financial Statement for the year ended 31st March 2023.

FINANCIAL HIGHLIGHTS

Financial results are presented in the table below: (Rs in Lacs)

Particulars	31^s1 March, 2023	31^s1 March, 2022
Revenue from Operations	11660.58	9183.85
Other Income	129.58	82.96
Less: Finance Costs	837.69	877.75
Less: Depreciation and amortization expenses	519.68	560.76
Profit Before Tax and Exceptional Item	235.55	202.95
Less: Exceptional Item	2125.84	-
Less: Tax Expense	(191.43)	50.80
Profit After Tax	(1698.85)	152.15
Other Comprehensive Income	(14.06)	59.89
Total Comprehensive Income	(1712.91)	212.03

PERFORMANCE OF THE COMPANY

Our Company revenue from operations rose by 26.97 % at Rs 11660.58 Lacs compared to Rs 9183.85 Lacs in FY 2021-22. The Profit Before Tax (PBT) and Profit After Tax (PAT) for the year 2022-23 were Rs (1,890.28) Lacs and Rs (1,698.85) Lacs respectively, as against Rs 202.95 Lacs and Rs 152.15 Lacs respectively during the previous year ended 31^st March, 2022.

With the improvement of economic conditions in these markets, we anticipate further increase in sales volume and profitability in the near future.

DIVIDEND

Your Company intends to conserve available resources to invest in the growth of the business and pursue strategic growth opportunities. Accordingly, your Directors do not recommend any dividend for the year due to losses.

TRANSFER TO RESERVES

Your Company has not transferred any amount to the General Reserves Account during the Financial Year 202223.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company does not have any subsidiary , associate or joint venture company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

MATERIAL CHANGES AND COMMITEMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report.

DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the practicing Company Secretary regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2023

DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review Mr. Om Prakash Patel has tendered his resignation from the position of Whole Time Director of the Company due to medical Issues with effect from 11^th February, 2023.

The Company has appointed Mr. Sajal Kumar Ghosh as an Additional Director on the Board of Directors w.e.f 22^ndFebruary, 2023 and the same has been approved by the Members of the Company by means of Postal ballot on 19^th May, 2023 and appointed as a Whole Time Director designated as an Executive Director of the Company for a period of whose office shall be liable to retire by rotation. The appointment was made in accordance with the provisions of Companies (Management and Administration) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

During the year under review, Mrs Akanksha Kotwani Company Secretary and Compliance Officer of the company has tendered her resignation with effect from after closing of working hour of 11^th February , 2023 and in her place , the Company has appointed Mrs Pooja Jethmal as Company Secretary and Compliance officer of the Company with effect from 12^th February, 2023.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel of the Company as on 31^st March, 2023:

1. Mrs Sangeeta K Shah: Managing Director

2. Mr. Avinash Hariharno: Chief Financial Officer

3. Mrs Pooja Jethmal: Company Secretary and Compliance Officer of the Company (w.e.f 12.02.2023)

PERFORMANCE EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Board''s performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

A structured questionnaire each for evaluation was prepared and a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 31^st March, 2023. The Directors expressed their satisfaction with the evaluation process.

STATEMENT ON DECLARATION BY INDEPENDENT DIRECTOR:

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The silent aspects covered in the Nomination and Remuneration Policy has been outlined in the Corporate Governance Report which forms part of this report.

CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES AND INDEPENDENCE OF A DIRECTOR

In terms of the provisions of Section 178(3) of the Act and Regulation 19 of the Listing Regulations, the NRC has formulated the criteria for determining qualifications, positive attributes and independence of Directors, the key features of which are as follows:

â¢ Qualifications - The Board nomination process encourages diversity of thought, experience, knowledge, age, and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise.

â¢ Positive Attributes - Apart from the duties of Directors as prescribed in the Act, the Directors are expected to demonstrate high standards of ethical behaviour, communication skills, and independent judgment. The Directors are also expected to abide by the respective Code of Conduct as applicable to them.

â¢ Independence - A Director will be considered independent if he/she meets the criteria laid down in Section 149(6) of the Act, the Rules framed thereunder

and Regulation 16(1)(b) of the Listing Regulations , as amended from time to time.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force is set out in the Annexure-I to this report.

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) &(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing the names of top ten employees in terms of remuneration drawn and the particulars of employees as required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the aforementioned Rules will be made available on request sent to the Company on cs@simplexcastings.com.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) and Section 134(5) of the Companies Act, 2013 (including any statutory modification''s or re-enactments thereof for the time being in force), the Directors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ended 31 ^st March, 2023, the applicable Accounting Standards and Schedule III of the Companies Act,2013 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 31^st March, 2023 and of the profit and loss of the Company for the financial year ended 31^stMarch, 2023;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

MEETING OF BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial Year 2022-23 are given in the Corporate Governance Report which forms a part of Annual Report.

SEPARATE MEETING OF THE INDEPENDENT DIRECTORS

During the year under review, the Independent Directors met on 31^st March, 2023, without the attendance of NonIndependent Directors and members of the management, inter alia, to discuss on the following:

â¢ To review the performance of the Non-Independent Directors and the Board as whole;

â¢ Review the performance of the Chairperson of your Company, taking into account views of Executive/Non Executive Directors ; and

â¢ Assess the quality, quantity and timeliness of flow of information between your Company''s management and the Board that was necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors of the Company attended the separate Meeting of Independent Directors. Mr Champak K Dedhia chaired the Meeting.

STATUTORY AUDITORS AND THEIR REPORT

At the 41^st AGM of the Company held on 30^th September, 2021, the shareholders had approved the reappointment of M/s APAS & Co, Chartered Accountants (Firm Registration No. No.000340C), as Statutory Auditors of the Company, to hold office till the conclusion of the 44^th AGM.

The Auditors have issued an un modified opinion on the Financial Statements, for the financial year ended 31st March, 2023.

The Emphasis of matter in Audited Financial Statement and management reply thereto was as under: -

COST AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 148 of the Companies Act, 2013 read with the Companies (Cost Record and Audit) Amendment Rules 2014 ) ,M/s Arindam & Associates has been appointed as cost auditors for conducting Cost Audit for the Financial Year under review.

INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act, 2013 M/s. Harshit Malviya & Associates, Chartered Accountants were appointed as Internal Auditors for the Financial Year under review.

SECRETARIAL AUDITOR AND THEIR REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has reappointed M/s Divanshu Mittal & Associates, Company Secretaries, (FCS 8703, CP No. 13800) to undertake the Secretarial Audit of the Company for the Financial Year 2022-23.

The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

EXTRACT OF ANNUAL RETURN

The Extract of the Annual Return of the Company has been placed on the website of the Company at www. simplexcastings.com.

RELATED PARTY TRANSACTIONS

The Policy on Related Party Transactions as approved by the Board of Directors is available on the Company''s website.

The details of the transactions with related parties during FY 2022-23 are provided in the accompanying financial statements.

The transactions with person or entity belonging to the promoter/ promoter group which hold(s) 10% or more shareholding in the Company has been disclosed in the accompanying financial statements.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of loans, guarantees and investments under the provisions of Section 186 of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014, as on 31st March, 2023, are set out in Notes to the Financial Statements of the Company.

SHARE CAPITAL

The paid up Equity Share Capital as on 31^st March , 2023 is Rs 613.12 Lacs.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors. As on March 31,2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

LISTING OF SHARES

The Company Securities are listed on Bombay Stock Exchange and Calcutta Stock Exchange .

The Board of Directors in their meeting on 12^th November, 2022 has approved the Delisting of the equity shares of the Company from The Calcutta Stock Exchange Ltd. (CSE) only in terms of Regulation 5 & 6 of the Securities and Exchange Board of India (Delisting of Equity Shares) Regulations 2021. The Company has filed the delisting application before Calcutta Stock Exchange but Calcutta Stock Exchange has suspended the Company with effect from 5^th April,2023.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically. The Company has been addressing various risks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2023 comprises of the following Independent Directors:

Mr Champak K Dedhia (Chairman), Ms Ushma Nitin Khabaria and Mrs S. M Swathi as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website.

During the year under review, the Company has not received any complaints under the Mechanism.

CORPORATE SOCIAL RESPONSIBILITY :

The CSR Committee has formulated a CSR policy of the Company for undertaking the activities as specified in Schedule VII to the Companies Act, 2013. A copy of the CSR Policy has been posted on the website of the company at www.simplexcastings com and the weblink http://www. simplexcastings.com/investors/code-of-conduct/docs/ policies/Corporate_Social_Responsibility_Policy.pdf.

The Composition of the CSR Committee:

Mr Champak K Dedhia (Chairman)

Mrs Sangeeta Ketan Shah (Member)

Mr Ketan M Shah(Member)

The Annual Report on Corporate Social Responsibility activities during the year are set out in Annexure III of this Report in the format prescribed in the Companies

(Corporate Social Responsibility Policy) Rules 2014.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - IV to this report.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the provisions of Section 125 of the Companies Act, 2013, the outstanding amount of dividend which remained unpaid or unclaimed for a period of seven years and shares whose dividend was unpaid/unclaimed for seven consecutive years have been transferred by the Company, from time to time on due dates, to the Investor Education and Protection Fund.

During the year under review, the Company has credited Rs 1.45 Lacs to the Investor Education and Protection Fund (IEPF) pursuant to Section 125 of the Companies Act, 2013/ Section 205C of the Companies Act, 1956 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 relating to the Dividend paid by the Company for FY 2015-16

During the year under review, the Company has also transferred 104215 Equity Shares to the Investor Education and Protection Fund (IEPF) relating to 108 shareholders of the Company, whose dividend were unclaimed/unpaid for seven consecutive years, pursuant to Section 125 of the Companies Act, 2013 read with the Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2001 and the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company, as on 30^thSeptember 2022 (date of last Annual General Meeting) on the Company''s website at www.simplexcastings.com and on the website of the Ministry of Corporate Affairs. Any person, whose unclaimed or unpaid amount has been transferred by the Company to IEPF may claim their refunds to the IEPF authority. For claiming such amount, claimant needs to file form IEPF-5 along with requisite documents.

The detailed procedure for claiming shares and Dividend Amount has been uploaded on the Website of the Company at www.simplexcastings.com and also available on the website of IEPF (www.iepf.gov.in).

The Nodal Officer for the purpose of IEPF is Company Secretary and the website address is www.simplexcastings. com.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

Your Company believes that its employees are one of the most valuable assets of the Company. During the year under review, the Company organised various training programs at all level to enhance skill of the employees. The employees are deeply committed to the growth of the Company.

DETAILS OF DIFFERENCES BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASON THEREOF:

Your Company has not made any one time settlement with any of its lenders.

DETAILS OF APPLICATIONS MADE OR ANY PROCEDDINGS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY 2016:

No application pending under Insolvency and Bankruptcy Act 2016.

COMPLIANCE OF SECRETARIAL STANDARD:

Your Company have complied with all Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by Central Government from time to time.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

The Company has adopted zero tolerance for sexual harassment at the workplace and has formulated a policy on prevention, prohibition, and redressal of sexual harassment at the workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. Awareness programs were conducted at various locations of the Company.

The Company has complied with provisions relating to the constitution of the Internal Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no complaints relating to sexual harassment, pending at the beginning of financial year, received during the year and pending as on the end of the Financial Year 2022-23.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Company''s executives, staff and workers.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Chairman Managing Director

DIN:00312343 DIN:05322039

Place : Bhilai Date: 12.08.2023

Mar 31, 2018

Dear Members,

The Directors take pleasure in presenting their 38^th Annual Report of the Company, together with the audited accounts for the financial year ended 31^st March, 2018.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Rs in Lacs)

Particulars	Financial Year ended 31^st March, 2018	Financial Year ended 31^st March, 2017
Revenue from Operations (Gross)	22442.04	23676.33
Other Income	145.11	177.71
Earnings Before Interest , Taxes, Depreciation and Amortization	2735.70	2281.55
Less: Finance Costs	1163.14	1128.61
Less: Depreciation and amortization expenses	1244.58	782.37
Profit Before Tax	327.97	370.57
Less: Tax Expense	(7.50)	147.07
Profit After Tax	335.47	223.51
Other Comprehensive Income	(103.08)	42.93
Total Comprehensive Income	232.40	266.44

Your Company financial statements for the year ended March 31, 2018 are the financial statements prepared in accordance with Ind AS notified under the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016, as applicable. The figures for all the comparative periods have been restated to give impact to the IND AS.

DIVIDEND

The Board of Directors of your Company are pleased to recommend dividend Rs 0.50 (5%) on Equity Shares of Rs 10/- each for the FY ended 31^st March,2018 subject to approval of the shareholding at the ensuring Annual General Meeting.

BUSINESS PERFORMANCE

The financial year 2017-18 was yet another challenging year for the economy. While the domestic economy was looking for improvement post demonetization led slowdown in growth, the same was delayed caused by the further disruptions followed by implementation of Goods and Service Tax (GST). While GST in long term is beneficial for domestic economy, the implementation of the same delayed due to initial teething troubles, the process of industrial recovery by couple of months.

The robust domestic demand, focused cost reduction drive and value added special product portfolio helped the Company deliver strong profitable performance and consequently the Companyâs profitability improved during F.Y 2017-18.

Revenue from operations for the F.Y. 2017-18 stood at Rs 22442.04 Lacs against the Rs 23676.33 Lacs of previous year. However Net Profit after tax for the F.Y 2017-18 was Rs 335.47 Lacs, an increase of 50.10% over the previous year of Rs 223.51 Lacs. EBIDTA for the F.Y 2017-18 Rs 2735.70 Lacs as compared to previous year Rs 2281.55 Lacs, an increase of 19.91%.

SUBSIDIARY, JOINT VENTURE (JV) AND ASSOCIATE COMPANIES

The Company does not have any subsidiary, associate or joint venture company.

RESERVES

Your Company did not transfer any amount to the General Reserves Account during the Financial Year 2017-18.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

MATERIAL CHANGES AND COMMITEMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no material changes or commitments occurring after 31st March 2018, which may affect the financial position of the company or may require disclosure.

CREDIT RATINGS

The Companyâs financial disciple and Prudence is reflected in the strong credit ratings ascribed rating agencies as given below:

Instrument	Rating Agency	Rating	Outlook
Long Term	SMERA	BBB-	Stable
Short Term	SMERA	A3	Stable

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits )Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE

The Company has taken the requisite steps to comply with the recommendations concerning Corporate Governance.

A separate statement on Corporate Governance together with a certificate from the auditors of the Company regarding compliance of conditions of Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of the Annual Report.

CHANGE IN THE NATURE OF BUSINESS, IF ANY

There was no change in the nature of business of the Company during the Financial Year ended 31st March, 2018.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued thereunder as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or reenactments) for the time being in force).

In accordance with the provisions of the Companies Act, 2013, none of the Independent Directors are liable to retire by rotation.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and in terms of the Articles of Association of the Company, Mr Piyush Shah (DIN: 00199205), retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.

The Shareholders have approved the Change of Designation of Mrs Sangeeta K Shah (DIN:05322039) from Whole Time Director to Managing Director and Mr Ketan M Shah from Chairman & Managing Director (DIN:00312343) to Chairman & Whole Time Director of the Company through Postal Ballot Dated 24^th March,2018 during the year.

PERFORMANCE EVALUATION

Meeting the requirements of the statute and considering Board Performance Evaluation as an important step for a Board to transit to a higher level of performance, the Nomination and Remuneration Committee has laid down a comprehensive framework for carrying out the evaluations prescribed in the Companies Act, 2013 and the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The framework was developed to give all Board members an opportunity to evaluate and discuss the Boardâs performance openly from multiple perspectives and enhance governance practices within the Board. The framework describes the evaluation coverage and the process thereof.

A structured questionnaire each for evaluation was prepared and a separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board.

The performance evaluation of the Independent Directors was also carried by the entire Board. The performance evaluation of the Chairman, Managing Director & Executive Directors was carried out by the independent Directors at its separate meeting held on 10th February, 2018. The Directors expressed their satisfaction with the evaluation process.

FAMILIARISATION PROGRAMME OF INDEPENDENT DIRECTORS

NOMINATION AND REMUNERATION POLICY

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The silent aspects covered in the Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information required under Section 197 of the Companies Act, 2013 and Rule 5 (1) Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) or reenactments) thereof for the time being in force is set out in the Annexure-I to this report.

The Company does not have any employee, whose particulars are required to be given pursuant to the provisions of section 197 of the Companies Act, 2013 read with Rule 5(2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The statement containing the names of top ten employees in terms of remuneration drawn as required under Section 197(12) of the Act read with Rule 5(2) of the aforementioned Rules are open for inspection at the Registered Office of the Company on all working days (except Saturdays, Sundays and Public holidays) between 11.00 am to 1.00 pm up to the date of AGM.

DIRECTORâS RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) of the Companies Act, 2013 (including any statutory modificationâs or re-enactments thereof for the time being in force), the Directors of the Company confirm that:

a. in the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable Accounting Standards and Schedule III of the Companies Act, 2013 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 31^st March, 2018 and of the profit and loss of the Company for the financial year ended 31^st March, 2018;

c. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the Annual Accounts have been prepared on a going concern basis;

e. proper internal financial controls laid down by the Directors were followed by the Company and that such internal financial controls are adequate and operating effectively; and

f. proper systems to ensure compliance with the provisions of all applicable laws were in place and that such systems are adequate and operating effectively.

BOARD AND COMMITTEES

The details of the meetings of the Board of Directors and its Committees, convened during the financial Year 2017-18 are given in the Corporate Governance Report which forms a part of Annual Report.

STATUTORY AUDITORS AND THEIR REPORT

M/s O P Singhania & Co, Chartered Accountants (Firm Registration No. 002172C), Statutory Auditors of the Company were appointed until the conclusion of the 38th Annual General Meeting of the Company.

The Board of Directors in its meeting held on 11^th August, 2018 have approved the reappointment of M/s O P Singhania & Co, Chartered Accountants (Firm Registration No. 002172C), as the Statutory Auditors of the Company for a period of 5 years.

They have confirmed their eligibility to the effect that their appointment, if made, would be within the prescribed limit under the Act and that they are not disqualified for appointment.

A resolution proposing reappointment of M/s O P Singhania & Co Chartered Accountants as Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013, forms part of the Notice for the ensuing AGM.

Explanations response to Point 2(e) of Independent Auditors Report:

Point 2(e) -On the basis of Written Representations received from the Directors as on 31^st March 2018 taken on record by the Board of Directors, we report that one of the Director is disqualified as on 31^st March ,2018 from being appointed as a Director in terms of section 164(2) of the Act.

Management Reply - Mr Goverdhana Gopalswamy (DIN:02101651), Director of the Company has filed the petition in Bombay High Court against his disqualification.

Observations other than above made by the Statutory Auditors in their report for the Financial year ended 31^st March, 2018 read with the explanatory notes therein are self-explanatory and therefore, do not call for any further explanation or comments from the Board under section 134(3) of the Companies Act, 2013.

COST AUDITOR AND THEIR REPORT

Accordingly, the Board, at its meeting held on May 26, 2018, has on the recommendation of the Audit Committee, re-appointed M/s Arindam & Associates, Cost Accountants to conduct the audit of the cost accounting records of the Company for F.Y. 2018-19 on a remuneration of Rs 2.00 lacs plus taxes as applicable and out-of-pocket expenses. The remuneration is subject to the ratification of the Members in terms of Section 148 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and is accordingly placed for your ratification. The due date for filing the Cost Audit Report of the Company for the Financial Year ended March 31, 2017 was September 30, 2017 and the Cost Audit Report was filed in XBRL mode on August 29, 2017.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 26^th May, 2018 has reappointed Satish Batra & Associates, Practicing Company Secretary (Certificate of Practice No. 2875), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2018-19.

Your Company has received consent from Satish Batra & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2019.

The Secretarial Audit Report for the financial year ended 31st March, 2018 is annexed herewith as Annexure II to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

INTERNAL AUDITORS

M/s. Agrawal Jain & Co, Chartered Accountants were reappointed as Internal Auditors for the FY 2018-19.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2018 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is set out herewith as Annexure III to this report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into by the Company during the year under review were on arms length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with promoters, directors, key managerial personnel or related parties which may have a potential conflict with the interest of the Company at large.

Members may refer to Note No 36 to the financial statement which sets out related party disclosures pursuant to Ind AS.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the Financial Year ended 31st March, 2018, no Loan under section 186 of the Companies Act, 2013 was made by the Company. Details of Loan, Guarantees and Investments are given in the notes to the financial statements.

SHARE CAPITAL

Your Company has increased its authorised share capital from Rs 7.50 Cr to Rs 10.00 Cr.

During the year the Company has received Rs. 7.97 Crores (25% of the issue price) from the issue and allotment of 19,93,700 warrants (11,37,900 Warrants Dated 28/03/2018, 7,01,500 Warrants Dated 31/03/2018 and 1,54,300 Warrants Dated 03/04/2018 ) of Rs. 10/- each at a premium of Rs. 150/- to non promoters on preferential basis , in pursuance of the approval of the shareholder accorded through Postal Ballot on 24th March, 2018 from the objects of the issue stated in the explanatory statement to the Notice of Postal Ballot dated 15th February, 2018. The proceeds of convertible warrants have been utilized for procurement of raw material and components along with routine expenses of working capital requirement of the company.

Presently the Companyâs shares is listed on Bombay Stock Exchange. The Delisting application is pending before delisting Committee at Delhi Stock Exchange. The Company is also listed on Calcutta Stock Exchange but trading is suspended.

Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on 31^st March, 2018 comprises of the following Independent Directors:

Mr Kisan Ratilal Choksey (Chairman), Ms Ushma Nitin Khabaria, Mr Rajendra Amratlal Shah and Mr Champak Kalyanji Dedhia as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

IMPLEMENTATION OF SAP

The Company has implemented SAP a leading ERP solution with effect from 1^st April , 2018 by switching over from existing ERP. The implementation of SAP shall integrate all the business process across the organization. The new Regime of SAP shall Facilitate by transforming the work culture thereby increase transparency & structured information system. The SAP implementation is under stabilization process & shall soon get established across all the activities. After full stabilization of the same it will enhance the productivity & improve efficiency of the organization in the entire gamut of activities.

VIGIL MECHANISM

A Vigil Mechanism Policy for Directors and employees of the Company is constituted, to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The brief outline of the Corporate Social Responsibility (CSR) Policy of the company and the initiatives undertaken by the company on CSR activities during the year are set out in Annexure of this Report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules 2014. (Annexure-IV).

The Policy is available on the website of the Company i.e www.simplexcastings.com.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information on conservation of energy, technology absorption, foreign exchange earnings and outgo required to be given pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 is annexed herewith as Annexure - V to this report.

INTERNAL FINANCIAL CONTROL

Internal Financial Controls are an integrated part of the risk management process, addressing financial and financial reporting risks. The internal financial controls have been documented, digitized and embedded in the business processes.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

During the year, dividend amounting to Rs 3.99 lacs that had not been claimed by the shareholders for the year ended 31^st March, 2010, was transferred to the credit of Investor Education and Protection Fund as required under Act. As on 31st March, 2018, dividend amounting to Rs 14.46 lacs has not been claimed by shareholders of the Company. Shareholders are required to lodge their claims with the Registrar, Link Intime India Pvt Ltd., for unclaimed dividend. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company on 14th September , 2017 (date of the last Annual General Meeting) on the website of the Company, www. simplexcastings.com

The same is also available on the website of the Ministry of Corporate Affairs, www.mca.gov.in.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations and management development programs to upgrade skills of managers. Objective appraisal systems based on key result areas (KRAs) are in place for senior management staff.

The Company is committed to nurturing, enhancing and retaining its top talent through superior learning and organizational development. This is a part of our Corporate HR function and is a critical pillar to support the organizationâs growth and its sustainability in the long run.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

During the year under review, there were no complaint received pursuant to the Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

The Board of Directors would like to express their sincere appreciation for the assistance and co-operation received from the financial institutions, banks, Government authorities, customers, vendors and members during the year under review. The Board of Directors also wish to place on record its deep sense of appreciation for the committed services by the Companyâs executives, staff and workers.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Chairman Managing Director

DIN:00312343 DIN:05322039

Place : Mumbai

Date:11.08.2018

Mar 31, 2016

DIRECTOR''S REPORT

Dear Members,

The Directors have pleasure in presenting the 36th Annual Report of the Company, together with the audited accounts for the financial year ended 31st March, 2016.

FINANCIAL RESULTS

Financial results are presented in the table below:

(Rs in Lacs)

Particulars	Financial Year ended 31^st March 2016	Financial Year ended 31^st March 2015
Revenue from Operation	20426.87	16986.71
Other Income	722.72	82.14
EBITDA	2375.41	2386.45
Less: Finance Costs	1157.31	1499.08
Less: Depreciation	684.99	779.96
Profit Before Tax	533.11	107.41
Less: Tax Expense	177.33	(11.93)
Profit After Tax	355.78	119.34
Profit attributable to shareholders of the Company	355.78	119.34
Opening balance in Statement of Profit & Loss	1646.28	2017.50
AMOUNT AVAILABLE FOR APPROPRIATION	2002.06	2136.84
Interim Dividend	29.92	-
Tax on Dividend	6.09	-
Transfer to General Reserve	406.56	336.76
Prior Period Adjustment	104.22	12.67
Adjustment relating to Fixed Assets	-	141.13
Closing Balance in Statement of Profit &Loss	1455.27	1646.28

OVERVIEW OF COMPANY FINANCIAL PERFORMANCE

Net Revenue from operations increased to Rs 20426.87 Lacs as against Rs 16986.71 Lacs in the previous year- a growth of 20.25%. The Profit before tax and Profit after tax for the financial year 2015-16 are Rs 533.11 Lacs and Rs 355.78 Lacs as against Rs 107.41 Lacs and Rs 119.34 Lacs in the previous year- a growth of 396.33% and 198.12%.

The Company proposes to transfer an amount of Rs 406.56 Lacs to the General Reserves.

The Company does not have any subsidiary, or associate or joint venture company.

There are no material changes and commitments affecting the financial position of your Company which have occurred between the end of the financial year 2015-16 and the date of this report.

DIVIDEND

The company has declared and paid an Interim Dividend of Rs 0.50 (5%) per equity shares of the face value of Rs 10/-(Rupee ten) each in the month of March 2016.

Considering the capital requirement, the Board of Directors do not recommend any final dividend on the equity shares and the interim dividend declared is the dividend on equity shares of the Company for the financial year ended March 31, 2016. The interim dividend declared and paid on equity shares including dividend tax thereon aggregated Rs 36.01 Lacs.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

A detailed report on the Management Discussion and Analysis in terms of the provisions of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a separate chapter in the annual report.

PUBLIC DEPOSITS

During the year under review, your Company has not accepted any deposits within the meaning of Sections 73 and 74 of the Companies Act, 2013 read with Companies (Acceptance of Deposits )Rules, 2014 (including any statutory Modification(s) or re-enactment(s) for the time being in force).

CORPORATE GOVERNANCE REPORT

Corporate Governance is all about ethical conduct, openness, integrity and accountability of an enterprise. Good Corporate Governance involves a commitment of the Company to run the business in a legal, ethical and transparent manner and runs from the top and permeates throughout the organization. It involves a set of relationships between a company''s management, its Board, shareholders and Stakeholders.

A certificate from Auditors of the Company regarding compliance of the conditions of Corporate Governance, as stipulated under Schedule V of the Listing Regulations is attached as Annexure I and forms part of this report. Certificate of the CEO/CFO, inter-alia, confirming the correctness of the financial statements, compliance with Company''s Code of Conduct, adequacy of the internal control measures and reporting of matters to the auditors and the Audit committee in terms of Regulation 17 of the Listing Regulations is attached in the Corporate Governance report, and forms part of this report.

CREDIT RATINGS

During the year under review, the Company has been rated by India Ratings and Research P Ltd and upgraded the Company''s Credit Rating as BBB- for Long Term Borrowings and A3 for Short Term Borrowings which is Investment grade. Previously, the Company''s rating was BB for Long Term Borrowings and A4 for Short Term Borrowings.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Sad demise of Directors

Mr Shivji R Shah and Mr H S Parikh, Independent Directors of the Company passed away on 18^th April, 2015 and 8^th May, 2016.

The Board has expressed gratitude and record deep condolence towards the sad demise of Mr Shivji R Shah and Mr H S Parikh.

The Board places on record its appreciation for the services rendered by Mr Shivji R Shah and Mr H S Parikh, during their tenure with the Company.

Chairman of the Board

Mr Ketan M Shah, Managing Director stepped up as Chairman of the Company effective from 3^rd August,2015.

Appointment and Re-appointment

As per the provisions of the Companies Act 2013, Mr Ketan M Shah, retires by rotation at the ensuring Annual General Meeting and being eligible, seeks re-appointment. The Board recommends his reappointment.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board at its meeting held on 28^th May, 2015 approved, subject to members'' approval, reappointment of Mr. Ketan M Shah Managing Director for 5 Years from 10^th July 2015, to 9^th July 2020 and appointment of Mr. G Gopalswamy as Wholetime Director for a period of 5 years with effect from 10^th July, 2015 to 9^th July 2020. The aforesaid appointments were approved by the members at the 35th Annual General Meeting held on 23^rd September, 2015.

During the period under review, Mr. Piyush P Shah was appointed as an Additional Director in their meeting held on 28^th May 2016 and Whole-time Director by the Board of Directors in its meeting held on 3^rd August, 2015. Subsequently, the Shareholders of the Company in the Annual General Meeting held on 23^rd September, 2015 approved the appointment of Mr.Piyush P Shah as Director and Whole-time Director of the Company.

The Board of Directors appointed Mr Champak K Dedhia as Additional Director of the Company, categorized as Independent. The Board recommends appointment of Mr Champak K Dedhia as Independent Directors under Section 149 of the Companies Act, 2013 for a term of five years, with effect from 1^st August 2016, respectively for approval of the shareholders at the forthcoming 36^th Annual General Meeting.

Ms D Meena was appointed as Company Secretary and Compliance officer of the Company with effect from 1 ^st June, 2015.

Resignations

Mr Arvind K Shah and Mr Shailesh A Shah, Whole Time Director of the Company, resigned due to personal reasons with effect from 1^st July 2015. The Board places on record its appreciation for the services rendered by Mr Arvind K Shah and Mr Shailesh A Shah, during their tenure with the Company.

DECLARATION OF INDEPENDENCE

Your Company has received declarations from all the Independent Directors confirming that they meet the criteria of independence as prescribed under the provisions of the Companies Act, 2013 read with the Schedules and Rules issued there under as well as Regulation 16(1)(b) of Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force).

PERFORMANCE EVALUATION OF THE BOARD,ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force), the process for evaluation of the annual performance of the Directors/ Board/ Committees was carried out. Structured questionnaires were prepared to evaluate the performance of the Board as a whole, individual performance of each director , performance of Committee and self assessment carried out by the Directors. The overall outcome of this exercise was positive.

DISCLOSURE RELATING TO REMUNERATION OF DIRECTORS, KEY MANAGERIAL PERSONNEL AND PARTICULARS OF EMPLOYEES

The remuneration paid to the Directors is in accordance with the Nomination and Remuneration Policy formulated in accordance with Section 178 of the Companies Act, 2013 and Regulation 19 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) for the time being in force). The Silent aspects covered in the

Nomination and Remuneration Policy have been outlined in the Corporate Governance Report which forms part of this report.

None of the employees covered under Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure-II which forms part of this report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to the provisions under Section 134(5) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, the Directors confirm:

a. That in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed and no material departures have been made from the same;

b. That they 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 and loss of the Company for that period;

c. That they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,n2013, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. That they had prepared the Annual Accounts on a going concern basis;

e. That they had laid down Internal Financial Controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. That they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

BOARD AND COMMITTEES

The Board met four (4) times during the year, the details of which are given in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The details of Committee have been given in the Report on the Corporate Governance.

STATUTORY AUDITORS AND THEIR REPORT

M/s Taunk & Srikanth, Chartered Accountants (Firm Registration No-001524C), who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for reappointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuring Financial Year i.e. 2016-17.

The Auditors'' Report for the financial year ended 31^st March, 2016, does not contain any qualification, reservation or adverse remark.

COST AUDITOR AND THEIR REPORT

The Board of Directors of your Company, on the recommendations made by the Audit Committee at its meeting held on 29th May, 2016 has approved the appointment of M/s Arindam & Associates, Cost Accountants, (Firm Registration No. 000559) as the Cost Auditor of your Company to conduct the audit of cost records for the financial year 2016-17.

Your Company has received consent from M/s Arindam & Associates., Cost Accountants, to act as the Cost Auditor for conducting audit of the cost records for the financial year 2016-17 along with a certificate confirming their independence and arm''s length relationship.

SECRETARIAL AUDITOR AND THEIR REPORT

In terms of Section 204 of the Companies Act, 2013, the Board of Directors of your Company at its meeting held on 29th May, 2016 has appointed Satish Batra & Associates, Practicing Company Secretary (Certificate of Practice No. 2875), as the Secretarial Auditor to conduct an audit of the secretarial records, for the financial year 2016-17.

Your Company has received consent from Satish Batra & Associates to act as the auditor for conducting audit of the Secretarial records for the financial year ending 31st March, 2017. The Secretarial Audit Report for the financial year ended 31st March, 2016 is annexed herewith as Annexure III to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return as on 31st March, 2016 in Form MGT - 9 in accordance with Section 92(3) of the Companies Act, 2013 read with Companies (Management and Administration) Rules, 2014, is set out herewith as Annexure IV to this report.

RELATED PARTY TRANSACTIONS

During the financial year 2015-16, your Company has entered into transactions with related parties as defined under Section 2(76) of the Companies Act, 2013 read with Companies (Specification of Definitions Details) Rules, 2014, all of which were in the ordinary course of business and on arm''s length basis and in accordance with the provisions of the Companies Act, 2013, read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations. Accordingly, the disclosure of Related Party Transactions as required under Section 134(3)(h) of the Companies Act, 2013 in Form AOC 2 is not applicable.

All transactions with related parties were reviewed and approved by the Audit Committee. Prior omnibus approvals are granted by the Audit Committee for related party transactions which are of repetitive nature, entered in the ordinary course of business and are on arm''s length basis in accordance with the provisions of Companies Act, 2013 read with the Rules issued there under and the Listing Regulations.

The details of the related party transactions as per Accounting Standard 18 are set out in notes to the financial statements forming part of this report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the financial statements.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

Presently the Company''s share is listed on the Bombay Stock Exchange Limited (BSE) . The delisting application is pending before delisting committee at Delhi Stock Exchange.

There are no changes in Capital Structure during the FY ended March 31, 2016. Your Company has not issued equity shares with differential rights as to dividend, voting or otherwise; and does not have any ESOP Scheme for its employees/Directors.

RISK MANAGEMENT

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

NATURE OF BUSINESS

There has been no change in the nature of business of the Company.

DISCLOSURE ON AUDIT COMMITTEE

The Audit Committee as on March 31,2016 comprises of the following Independent Directors:

Mr Kisan R Choksey (Chairman), Ms Ushma Khabaria, Mr Rajendra A Shah and Mr H S Parikh as Members.

The Board has accepted all recommendations made by the Audit Committee during the year.

VIGIL MECHANISM / WHISTLE-BLOWER POLICY

Your Company is committed to highest standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Vigil Mechanism Policy which is in compliance with the provisions of Section 177(10) of the Companies Act, 2013 and Regulation 22 of the Listing Regulations. All employees of the Company have access to the Chairman of the Audit Committee in case they want to report any concern. The Policy on Vigil Mechanism is available on your Company website at www. Simplexcastings.com.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has in place a CSR policy in line with Schedule VII of the Companies Act, 2013. The CSR initiatives of your Company were under the thrust areas of health & hygiene, education ,women empowerment and enhancement of vocational training .

The annual report on the CSR activities is furnished as Annexure V which forms part of this report.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, is set out herewith as Annexure VI to this report.

INTERNAL FINANCIAL CONTROL

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguarding of its Assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records and the timely preparation of reliable financial disclosures.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operation in future.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of Section 205C of the Companies Act, 1956 and Section 124(5) of the Companies Act, 2013, dividend which remains unpaid or unclaimed for a period of seven years from the date of its transfer to unpaid dividend account is required to be transferred by the Company to Investor Education and Protection Fund (IEPF), established by the Central Government under the provisions of Section 125 of the Companies Act, 2013. The details of any unpaid dividend amounts as per Section 125(2) of the Companies Act, 2013 have to be identified and uploaded on the website of the Company. Accordingly, unclaimed dividends up to the financial year 2007-08 have been transferred to IEPF by the Company.

HUMAN RESOURCE AND INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the Industry. It has taken various steps to improve productivity across organization. During the year under review, the Company has appointed ANM Strategic & Management Consultants Pvt Ltd to prepare company Key Result Area and Key Performance Indicators of senior Management personnel.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013

In your Company, all employees are of equal value. There is no discrimination between individuals at any point on the basis of race, color, gender, religion, political opinion, nationality, extraction, social origin, sexual orientation or age.

No Complaints relating to sexual Harassment were received in financial year 2015-16.

APPRECIATION

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to customers, shareholders, vendors, bankers, business associates, regulatory and government authorities for their continued support.

For and on behalf of the Board of Directors

Ketan M Shah

Chairman and Managing Director

DIN: 00312343

Place: Mumbai

Date: 01.08.2016

Mar 31, 2015

Dear Members,

The Directors have pleasure in presenting their 35th Annual Report and the Statements of accounts of your Company for the financial year ended 31st March, 2015.

FINANCIAL RESULTS

The Company's financial performance, for the year ended March 31, 2015 is summarized below:

Particulars Financial Year ended 31st March Financial Year ended 31st March 2015 (Rs in Lacs) 2014 (Rs in Lacs)

Operation Income 16986.71 15875.62

Other income 82.14 142.14

Total Revenue 17068.85 16017.76

Employee Benefit Expenses 1624.66 1592.13

Depreciation and Amortization Expenses 779.96 598.21

Finance Cost 1499.08 1414.76

Other Expenses 13057.74 12132.20

Total Expenses 16961.44 15737.30

Profit Before Tax: 107.41 280.46

Tax Expenses (11.93) 127.14

Profit for the period 119.34 153.32

Earning per share ( in Rs) 1.99 2.56

PERFORMANCE REVIEW

The highlights of the Company's performance are as under:

- Revenue from operation increased by 7% to Rs 16986.71 Lacs .

- Exports increased by 74.67% to Rs 2225.10 Lacs.

- Order book position as on 31st March 2015 stood at Rs 9271.8 Lacs.

- Profit before tax reduced by 61.70% to Rs 107.41 Lacs.

- Profit after tax reduced by 22.16% to Rs 119.34 Lacs.

- Earning per share reduced by 22.26% to Rs 1.99.

DIVIDEND

Due to inadequate Profit , your Directors have not recommended any dividend on equity shares for the year under review.

FUTURE PROSPECTS

India's steel industry is passing through one of the most challenging phases. It has been impacted by sluggish domestic demand and dumping of Steel into India by steel- surplus countries, primarily china, Russia, Japan & Korea and uncompetitive steel export due to stable Rupees .Though the market has down but your company has registered 7% growth in turnover and your management is quite confident that coming year will be more better.

The massive investment around so many mega watt in power sector will be added in the coming year. It has already put in to the action plan and initial working has already started.

This will give sufficient load for Fabrication work.

The present Modi Government has placed area by encouraging to Indian Manufacturer through make in India project to associate for making Equipment in India. The opening of the strategic defense sector for private sector participation will help foreign original equipment manufacturers to enter into strategic partnerships with Indian companies and leverage the domestic markets and also aim at global business. Besides helping build domestic capabilities, this will bolster exports in the long term.

In coming year, the huge investment will be introduced in Mining Industry and your Company is focusing on this area so that the Company can tie up for manufacturing of Equipment related to Coal Mining.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Clause 49 of the Listing Agreements with Stock Exchange, the Management Discussion and Analysis Report is enclosed as a part of this report.

CORPORATE GOVERNANCE

Your Company is renowned for exemplary governance standards since inception and continues to lay a strong emphasis on transparency, accountability and integrity. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing Agreements with the stock exchange are complied in its letter and spirit. 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.

TRANSFER TO GENERAL RESERVE

During the year under review, the company has transferred Rs 336.76 Lacs to the General reserve.

MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There were no material changes and commitments affecting the financial position of the Company .

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS

There are no significant and material orders passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company.

INTERNAL FINANCIAL CONTROL

The Company has an adequate system of internal controls to ensure that transactions are properly authorised, recorded and reported. The internal Control system is supplemented by well-documented policies, guidelines and procedures and reviews carried out by the Company's internal audit function, which submits reports periodically to the Management and the Audit Committee of the Board.

DEPOSITS

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V Â Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

AUDITORS

STATUTORY AUDITORS

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment , subject to the approval of shareholders. The Company has received letter from them to the effect that their re appointment , if made , would be within the prescribed limits and that they are not disqualified for reappointment . Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuring Financial Year i.e 2015-16.

COST AUDITOR

Pursuant to Section 148 of the Companies Act, 2013 read with Companies (Audit and Auditors Rules, 2014 and the Companies ( Cost Records and Audit ) Amendments Rules 2014 , the Company maintains the cost audit records in respect of its business. Your Board has, on the recommendation of the Audit Committee appointed M/s Arindam & Associates, Cost Accountants Raipur (C.G) as Cost auditors of the Company for FY 2016.The provisions also require that the remuneration of the Cost Auditors be ratified by the Shareholders.

SECRETARIAL AUDITOR

Pursuant to section 204 of the Companies Act , 2013 and the Companies (Appointment & Remuneration of managerial Personnel)Rules , 2014, Satish Batra & Associates ,Practicing Company Secretary was appointed to conduct the secretarial audit of the Company for FY 2014- 15. The Secretarial Audit Report for FY 2015 is attached as " Annexure- I ".

Basing on the consent received from Satish Batra & Associates ,Practicing Company Secretary and the recommendation of the Audit Committee, the Board has appointed Satish Batra & Associates ,Practicing Company Secretary, as Secretarial Auditor of the Company for FY 2015-16.

BOARD RESPONSE ON AUDITORS QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE

There are no qualifications, reservations or adverse remarks made by the statutory auditors in their report or by the Company Secretary in practice in the secretarial audit report.

CHANGE IN CAPITAL STRUCTURE AND LISTING OF SHARES

Presently the Company's shares are listed on the Bombay Stock Exchange Limited (BSE) . The delisting application is pending before delisting committee at Delhi Stock Exchange and the Company has voluntary delisted from Madhya Pradesh Stock Exchange on 08.01.2015.

There are no changes in Capital Structure during the FY ended March 31,2015.

EXTRACT OF THE ANNUAL RETURN

The Details forming part of the extract of the Annual Return in Form MGT-9 is annexed herewith as "Annexure-II".

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars as prescribed under section 134(3)(m) of the Companies Act, 2013, read with Rule 8 (3) of the Companies (Accounts)Rules 2014 are attached as "Annexure-III ".

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per Section 135 of the Companies Act, 2013, the Company has a Corporate Social Responsibility (CSR) Committee of its Board of Directors. The Committee comprises of Mr Kisan R Choksey (Chairman ), Mr Shailesh A Shah and Mr Ketan M Shah as Members.

During the year under review, the Committee has not found any suitable project to initiate towards mandatory obligation as per Section 135 of the Companies Act 2013.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

In accordance with the provisions of the Act and the Articles of Association of the Company, Mr Arvind K Shah and Mr Shailesh A Shah, Directors of the Company, retire by rotation at the ensuring Annual General Meeting and being eligible have offered themselves for re-appointment.

During the year under review, the members approved the appointment of Mrs Sangeeta K Shah as a Whole Time Director of the Company who is liable to retire by rotation and of Mr Hasmukhlal S Parikh, Mr Kisan R Choksey, Mr Rajendra A Shah, Mr Shivji R Shah and Ms Ushma khabaria as a Independent Directors who are not liable to retire by rotational.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a policy for performance evaluation of Independent Directors, Board, Committees and other Individual Directors .

During the year under review the Board has appointed Mr Avinash Hariharno as Chief Financial Officer of the Company with effect from 1st June, 2015. The Company has received resignation from Ms Monalisa Patni from the office of Company Secretary on March 23, 2015 and the same has been accepted in Board of Directors Meeting held on May 28,2015.

PARTICULARS OF REMUNERATION OF DIRECTORS, KMP & EMPLOYEES

None of the employees covered under Section 197(12) of the Companies Act 2013 read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules.

Disclosures pertaining to remuneration and other details as required under Section 197(12) of the Act read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as " Annexure-IV" which forms part of this report.

MEETINGS OF THE BOARD

Five meetings of the Board of Directors were held during the year. For further details , please refer report on Corporate Governance section of this Annual Report.

AUDIT COMMITTEE

As required under section 177 of the Companies Act ,2013 read with Clause 49 of the Listing Agreement with the Stock Exchange , the Board constituted an Audit Committee. Audit

Committee of the Board comprises of four independent Directors namely Mr Kisan R Choksey, Chairman and Mr Hasmukhlal S Parikh, Mr Shivji R Shah and Mr Rajendra A Shah as Members . All the recommendations made by the Audit Committee were accepted by the Board.

VIGIL MECHANISM

Your Company has adopted a Vigil Mechanism to provide appropriate avenues to the employees to bring to the attention of the Management any issue which is perceived to be in violation of or in Conflict with the fundamental business principles of the Company. The Company has provided dedicated e-mail addresses for reporting such concerns . The employees are encouraged to raise any of their concerns by way of whistle blowing and none of the Employees have been denied access to the Audit Committee. Mr. Rajesh Shah is vigilance Officer for effective implementation of the Policy. The Vigil Mechanism policy is available on the website of the Company www.simplexcastings.com

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Mr Kisan R Choksey as the Chairman and Mr Hasmukhlal S Parikh and Mr. Rajendra A.Shah as Members of the Committee.

Nomination and Remuneration Policy:

The Board of Directors of your Company has, on the recommendation of the Nomination and Remuneration Committee, framed and adopted a policy for selection and appointment of Directors, senior Management and their remuneration .The contents of the policy are stated in the Corporate Governance Report.

Board Evaluation:

Pursuant to the provisions of the Companies Act , 2013 and Clause 49 of the Listing Agreement , the board has carried out an Annual performance Evaluation of its own performance, the directors individually as well as the evaluation of the working of the committees. The manner in which the evaluation was carried out has been explained in Corporate Governance Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loan ,Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

CONTRACTS AND ARRANGEMENTS WITH RELATED PARTIES

All contracts/arrangements /transactions entered 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 contracts/arrangements/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions. Your attention is drawn is to Related Party disclosures set out in Note No. 31 of the Financial Statements/Auditors Report.

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 at http:// www.simplexcastings.com/investors/information.php

RISK MANAGEMENT POLICY

The Company has in place comprehensive risk assessment and minimization procedures, which are reviewed by the Board periodically .The Company has been addressing various risks impacting the Company.

DIRECTOR'S RESPONSIBILITY STATEMENT

The Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state thatÂ

(a) in the preparation of the annual accounts for the year ended March 31,2015, the applicable accounting standards 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, 2015 and of the Profit and loss of the company for that period;

(c) the Directors have 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;

(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.

TRANSFER OF UNPAID OR UNCLAIMED DIVIDEND AMOUNT TO INVESTOR EDUCATION AND PROTECTION FUND :

Pursuant to the provisions of the Companies Act , the declared dividends, which remained unpaid or unclaimed for a period of seven years, have been transferred by the Company to the Investor Education and protection Fund (IEPF) established by the central Government pursuant to the said Act.

INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. Your Company recognizes its responsibility and continues to provide a safe working environment for women ,free from sexual Harassment and discrimination to boost their confdent, morale and performance.

ACKNOWLEDGEMENT

Your Directors wish to express their appreciation for the continued co-operation of the Central and State Governments, bankers, financial institutions, customers, dealers and suppliers. The Directors also wish to thank all the employees for their contribution, support and continued co-operation throughout the year.

For and on behalf of the Board of Directors

Ketan M Shah Sangeeta K Shah

Director Director

Place: Mumbai

Date : 03.08.2015

Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting are pleased to present the 34th Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2014.

FINANCIAL RESULTS:

Financial year Financial year Particulars ended ended 31st March 2014 31st March 2013 (Rs. in Lacs) (Rs. in Lacs)

Operating Income 15,875.62 20,314.36

Other Income 142.14 132.13

Total Receipts: 16,017.76 20,446.49

Employee Benefit Expenses 1,592.13 1,616.20

Depreciation & Amortization expenses 598.21 598.72

Finance Cost 1,414.76 1,541.62

Other Expenses 12,132.2 15,959.18

Total Expenses 15737.30 19715.72

Profit Before Tax: 280.46 730.77

Tax Expenses 127.14 235.23

Profit for the period : 153.32 495.54

Earning Per Share (in Rs.) 2.56 8.28

Public Shareholding (in %) 41.72 42.44

Promoters Shareholding (in %) 58.28 57.56

DIVIDEND:

The Board of Directors of the Company in their meeting held on 29th May, 2014 has recommended dividend @ 5%, i.e. 50 paisa per equity share for the financial year 2013-14.

performance review:

The sales and other Income for the financial year 2013 - 14 were Rs. 16,017.76 lacs as against Rs. 20,446.49 lacs for the year 2012-13, registering a decrease of 21.66% as compared to last year.

The Profit before tax was Rs. 280.46 lacs and Profit after tax was Rs. 153.32 lacs for the financial year 2013-14 as against Rs. 730.77 lacs and Rs. 495.54 lacs of the previous year.

Total expenses decreased from Rs. 18,174.10 lacs to Rs. 14,322.54 lacs in Financial year 2013-14, where as other income increased from Rs. 132.13 lacs to Rs. 142.14 lacs.

Earning per share has declined from Rs 8.28 in 2012-13 to Rs. 2.56 in Financial year 2013-14.

future prospects:

The objective of our company is to achieve & sustain reputation for quality at competitive price in the National and International markets for its entire products range. Being a part of steel industry as a foundry manufacturing unit, our company has sound future. The Company is expected to gain a steady growth again and use the opportunity available in National and International markets. The future prospects are looking bright, we are expecting following developments :

It is envisaged that in SAIL Plants & other private sector plants are going to put up new coke oven battery as well as re- building of old batteries like- Bhilai Steel Plant, Bokaro, Roulkela, Durgapur, Possco, Jindal etc. approximate 8-10 batteries will require air cooled coke oven doors in which Simplex Castings limited is one of the Company in India who has experience of manufacturing and commissioning for air cooled coke oven doors.

We are expecting some more orders from Indian Railways as well as American Railways, GE and EMD for truck frames and Casnub boogies. There is huge scope of pallet plants in India. We have supplied complete 110 set pallet body assembly to M/s Adhunik Mettals, Bajrang Alloys and NECO, Raipur. They are working very satisfactorily, we are looking forward for further more order of pallet plants in coming years, and there is also scope for orders for some parts of Shipbuilding.

conservation of energy, technology absorption & foreign exchange earnings and outgo:

Information as required under 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 is given in the Annexure and forms part of this report.

public deposits:

The Company has not accepted any deposit within the meaning of Section 58A of the Companies Act, 1956 and the Rules made there under.

management discussion and analysis:

A report on Management Discussion and Analysis (MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

particulars of employees:

Information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, forms a part of this report and will be sent on demand to the shareholders. Any Shareholders interested in obtaining a copy of the said statement may write to the Company Secretary.

board of directors:

Mr. Arvind S Shah and Mr. Shailesh A. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend his appointment.

Mrs. Sangeeta Ketan Shah,Whole Time Director and Ms. Ushma Nitin Khabaria, Independent Director are appointed by the Board of the Directors of the Company subject to the members approval as per the Companies Act, 2013.Your Directors recommend their appointments.

Pursuant to Section 149 of the Companies Act, 2013 read with the Rules made thereunder, the Independent Directors shall hold office for a period of up to 5 consecutive years and shall not be liable to retire by rotation. They may be appointed for a maximum of two consecutive terms of up to 5 years each. In terms of revised clause 49 of the listing agreement which will be applicable from 1st October, 2014, in case the Independent Director has already served for 5 or more years, he can be appointed for only one term of 5 years. As per Companies Act, 2013 the Nominee Director is not considered to be an Independent Director. Presently, Mr. Hasmukhlal S. Parikh, Mr Kisan R. Choksey, Mr Rajendra A. Shah,and Mr. Shivji R. Shah the Independent Directors of the Company. As per their existing terms of appointment, all of them are liable to retire by rotation. However, under the Companies Act, 2013 and Clause 49 of listing agreement, they may be appointed afresh with a fixed period of up to 5 years.

The Board considered the independence of each of the above mentioned Directors in terms of Section 149 and Schedule IV to the Companies Act, 2013 and Clause 49 of the listing agreement and was of the view that the proposed directors fulfill the criteria of independence as mentioned in the above provisions and can be appointed as Independent Directors. All the proposed Directors possess requisite qualifications, appropriate skills, experience and knowledge in one or more fields of finance, law management, administration, technical operations and other disciplines related to Company''s business. Keeping in view, the educational / professional qualifications, working experience, expertise in line with Company''s business, positive attributes, already being on the Board of the Company and benefits that the Company will derive with their appointment, the Board has recommended their appointment as Independent Directors of the Company to hold office for a term of five consecutive years.

directors'' responsibility statement:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed and there are no material departures.

b) They have selected such accounting policies and have applied them consistently and made judgments and estimates that are reasonable and prudent. The purpose was to give a true and fair view of the state of affairs of your Company, and the profit of the Company at the end of the financial year.

c) The Directors took 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.

d) The Directors prepared the annual accounts on a going concern basis.

AUDITORS:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company will retire at the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment, subject to the approval of shareholders. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits and that they are not disqualified for reappointment. Members are requested to consider their reappointment on a remuneration to be decided by the Board or Committee thereof for the ensuing Financial Year i.e. 2014-15. The Notes on Accounts referred to in the Auditor''s Report are self-explanatory and give complete information.

cost audit

M/s. Arindam & Associates, Cost Accountants, Raipur (CG), have been appointed as Cost Auditors of the Company for financial year 2014-15 commencing 1st April, 2014 and in accordance with the Companies Act 2013 their remuneration is to be ratified at the Annual General Meeting.

corporate governance:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate Section on Corporate Governance forming part of the Directors'' Report and the certificate from the Company''s auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

sexual harassment act, 2013:

No complaints relating sexual harassment were received in financial year 2013-14.

vigil mechanism:

As per Section 177 (9) & (10) of the Companies Act, 2013 and Clause 49 of the Listing agreements with the Stock Exchanges Listed Companies has to establish a Vigil Mechanism for Directors and employees to report genuine concerns.

APPRECIATION:

Your Directors take this opportunity to express their deep and sincere gratitude to the employees, who have largely contributed to the efficient management of your Company, as well as to the Government of India and Regulatory Authorities for their co-operation, support and guidance. The Directors also place on records their appreciation for the Company''s valued customers, bankers, vendors, employee unions, shareholders and all other business associates for their continued support and confidence in the company and its management.

For and on behalf of the Board of Directors

Place: Mumbai (Arvind S. Shah) Date: 29/05/2014 Chairman

Mar 31, 2012

The Directors are pleased to present the 32nd Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2012.

FINANCIAL RESULTS:

(Rupees in Lacs) Particulars Financial year ended Financial Year ended 31st 31st March 2012 March 2011

Operating Income 21,745.00 20,347.33

Other Income 107.20 94.04

Total Receipts 21,852.20 20,441.37

EBIDTA 3,609.18 3,367.30

Less: Interest & Financial Charges 1491.01 971.19

Depreciation & Amortisation 577.94 517.02

Less: Transfer from Revaluation Reserve 49.02 528.92 55.33 461.69

Profit Before Tax 1,589.25 1,934.42

Less: Provision for current taxation 405.67 570.62

Less: Deffered Tax Liability/(Asset) 125.55 67.84

Profit for the year 1,058.03 1,295.96

Add: Balance in P&L Account 2006.16 1438.79

Less: Previous Year adjustments (net) 17.67 54.71

Amount Available for appropriation 3046.52 2680.04

Appropriations:

General Reserve 1000.00 500.00

Dividend 149.61 149.60

Tax on distributed Profits 24.27 24.27

Balance Carried forward to Balance Sheet 1872.64 2006.16

DIVIDEND:

The Board of Directors of the Company in their meeting held on 10th August, 2012 has recommended a dividend @ 25%, i.e. Rs. 2.50/- per equity share of the Company for the financial year ended on 31st March' 2012 and fixed 20th September' 2012 as the record date for the purpose of payment of dividend.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2011 - 2012 were Rs. 21852.20 lacs as against Rs. 20441.38 lacs for the year 2010 - 2011, registering an increase of 6.91% over the last year's figure.

The Profit before tax was Rs. 1589.25 lacs and Profit after tax was Rs. 1058.03 lacs for the financial year under review as against Rs. 1934.41 lacs and Rs. 1295.95 lacs of the previous year, a decline of 17.84% and 18.36% over the last year's respective figures.

FUTURE PROSPECTS:

Analysis of the drivers and challenges indicate that the factors which lead to the growth of the market include increasing demand from automobile sector, strong economic growth, supportive government participation, low cost of labour and improving technology and modernization. Strong opportunity exists in the market as increasing demand for castings will drive the production of such products. This coupled with the fact that the Indian economy is growing strongly will lead to a developing market.

Additionally, improving production technology and government support will help to stimulate growth in this market. The key challenges identified are the market constraints, rising input costs and low capacity utilization. Restriction to local markets and infrastructure constraints deters the growth of this market. Fluctuating input costs & supply and low capacity utilization also acts as a major bottleneck. In future, your company will take benefit of all the positive factors and plan to overcome the negative factors.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under 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 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975, is given as below-

Name of the Age (Years) Qualification Experience employee (Years)

Mr. Arvind Shah 71 B. Com. 46

Name of the Designation Date of Joining Remuneration (Rs.) employee

Mr Arvind Shah Chairman 25/08/1980 69,97,160

BOARD OF DIRECTORS:

Shri Rajendra A. Shah, Shri H. S. Parikh and Shri Shivji R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year 2011 - 12, the applicable accounting standards have been followed and there are no material departures.

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended on 31st March, 2012.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

COST AUDIT

M/s. Murty A.V.R. & Co., Cost Accountants, Bhiali have been appointed as Cost Auditors of the company for Financial year 2011-12 commencing 1st April, 2011, subject to approval of Central Government. Audit of the Cost Accounts of the company for the year ended 31st March, 2012 will be conducted by the Cost Auditors and Cost Audit Report will be submitted to the Ministry of Corporate Affairs, Government of India within prescribed time.

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITOR'S REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory give complete information.

APPRECIATION:

Your Directors wish to place on record their appreciation towards the contribution of all employees of the company and their gratitude to the Company's valued customers, bankers, vendors, employee unions, Government authorities, shareholders and all other business associates for their continued support and confidence in the company and its management.

For and on behalf of the Board

Place: Mumbai

Date: 10th August, 2012 (Arvind Shah)

Chairman

Mar 31, 2011

Dear Members,

The Directors are pleased to present the 31st Annual Report and Statement of Accounts of your Company, for the year ended on 31st March 2011.

FINANCIAL RESULTS: (Amt. Rs. Lacs) Year Ended Year Ended 31-03-2011 31-03-2010

Operating Income 20,347.33 16,440.99

Other Income 94.04 156.28

Total Receipts 20,441.37 16.597.28

EBIDTA 3.367.30 2767.67

Less: Interest & 971.19 725.26 Financial Charges

Depreciation 517.02 466.64 Less: Transfer from 55.33 56.24 Revaluation Reserve 461.69 410.40 Profit before Tax 1934.42 1,632.02

Less : Provision for Current Taxation 570.00 500.00

Provision for - - Fringe Benefit Tax

Provision for Deferred Tax 67.83 67.63

Provision for Wealth Tax 0.62 0.84

Profit after Tax 1,295.96 1.063.54

Add: Balance in Profit & Loss Account 1,438.78 1,043.91

Less : Previous Year 54.71 14.49 Adjustments (Net)

Amount Available for 2.680.03 2.092.96 Appropriations:

Appropriation General Reserve 500.00 496.65

Dividend - 134.64

Tax on Distributed Profits - 22.88

Balance Carried forward to Balance Sheet 2180.04 1,438.79

DIVIDEND:

The Board of Directors of the Company in their meeting held on 25th July' 2011 has recommended a dividend @ 25%, i.e. Rs.2.50/- per equity shares of the Company for the financial year ended on 31st March, 2011 and fixed 16th September, 2011 as record date for the purpose of payment of dividend.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2010 - 2011 were Rs. 20441.38 lacs as against Rs. 16,597.29 lacs for the year 2009 - 2010, registering an increase of 23.16% over the last year's figure.

The Profit before tax was Rs. 1934.42 lacs and Profit after tax was Rs. 1295.96 lacs for the financial year under review as against Rs. 1,632.01 lacs and Rs. 1,063.53 lacs of the last year, an improvement by 18.52 % and 21.85 % over the last year's respective figures.

FUTURE PROSPECTS:

The Indian economy is strongly on track and expected to grow continuously. The Company is expected to maintain a steady growth and use the opportunity available in the Railway, Power and Oil and gas industry. The combination of effective manufacturing costs with good quality systems would give an edge to the Company in terms of pricing & quality and the demands for greater environmental protection caused serious challenges to the casting industry.

The casting industry supplies castings not only for the automotive industry but also for a number of other industries including railways, farming, public works machines, machining tools and public services. It is indeed the backbone of many industries.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under 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 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

INDUSTRIAL RELATIONS:

The employee relations have remained cordial throughout the year and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended are not applicable, as none of the employees drew remuneration beyond the limits specified.

BOARD OF DIRECTORS:

Shri. Arvind Shah, Shri Shailesh A Shah and Shri Kisan R Choksey, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTOR'S RESPONSIBILITY STATEMENT:

Pursuant to Section 217 (2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year 2010-11, the applicable accounting standards have been followed and that there are no material departures.

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended 31st March, 2011.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

The Company has been pro-active in following the principles and practices of good Corporate Governance. The Company has taken adequate steps to ensure that the conditions of Corporate Governance as stipulated in Clause 49 of the Listing agreements with the Stock Exchanges are complied in its letter and spirit. A separate section on Corporate Governance forming part of the Directors' Report and the certificate from the Company's auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITOR'S REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditor's Report are self-explanatory give complete information.

APPRECIATION:

Your Directors wish to thank and place on record their appreciation for all the employees, workers, staff and the officers for their hard work, solidarity, co-operation and support during the year. The Directors also place on record their appreciation for the continued support from Financial Institutions, Bankers, Shareholders and all other business associates.

For and on behalf of the Board (Arvind Shah) Chairman

Place : Mumbai Date : 25th July, 2011

Mar 31, 2010

The Directors are pleased to present the 30th Annual Report and Statement of Accounts of your Company, for the year ended on 31st March, 2010.

FINANCIAL RESULTS:

(Rupees in Lacs)

Particulars Financial year ended Financial Year ended 31st March 2010 31st March 2009

Operating Income 16,440-99 17,376.63

Other Income 156.29 160.02

Total Receipts 16,597.28 17,536.65

EBIDTA 2,767.67 2,753.45

Less: Interest & Financial Charges 725,28 971.03

Depreciation 466.64 428.22

Less: Transfer from Revaluation Reserve 56.24 410.4 57.43 370.8

Profit Before Tax 1,632.01 1,411.62

Less: Provision for current taxation 500.84 410

Provision for Fringe Benefit Tax - 10.25

Provision for Deferred Tax 67.83 78.93

Profit After Tax 1,065.54 912.45

Add: Balance in Profit & Loss Account 1,043.91 758.02

Less: Previous Year Adjustments 14.49 3.79

Amount available for Appropriation 2,092.96 1,666.68 Appropriations:

General Reserve 496.65 482.75

Dividend 134.64 119.68

Tax on Distributed Profits 22.88 20.34

Balance carried forward to Balance Sheet 1438,79 1,043.91

DIVIDEND:

The Board of Directors of the Company in their meeting held on 10th July 2010 has recommended a dividend @ 22.5%, i.e. Rs2.25/- per equity shares of the Company for the financial year ended on 31st March 2010.

PERFORMANCE REVIEW:

The sales and other Income for the financial year 2009 - 2010 were Rs.16, 597.28 lacs as against Rs. 17,536.65 lacs for the year 2008 - 2009, registering a minor decrease of 5.36% over the last years figure. This was primarily due to cut in capital spending budgets by many of our clients during the period under review.

The Profit before tax was Rs.1, 632.01 lacs and Profit after tax was Rs. 1,063.54 lacs for the financial year under review as against Rs. 1,411.62 lacs and Rs. 912.45 lacs of the last year, an improvement by 15.61 % and 16.55 % over the last years respective figures.

FUTURE PROSPECTS:

The Company has good prospects in the fields of casting, fabrication, machining and complete equipment supply, both from public sector like Railways and SAIL, and private sector. Going forward, the Company is working towards reducing its reliance on Public Sector and establishing itself as one stop shop for all engineering requirements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPOTION & FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under 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 is given in the Annexure and forms part of this report.

PUBLIC DEPOSITS:

The Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 and the Rules made there under.

MANAGEMENT DISCUSSION AND ANALYSIS:

A report on Management Discussion and Analysis(MDA), which is forming part of this Report, inter-alia, adequately deal with the operations as also current and future outlook of the Company.

INDUSTRIAL RELATIONS:

Your Company believes that the success of any organization very much depends upon the quality of its man power and their inter relationships, so that they could work with collective interest, for a common goal, which is maximization of value of the organization.

There were cordial and harmonious industrial relations during the year and the management received full cooperation from the employees. Employees at all levels actively participated in various activities to identify and implement efficiency improvement programmes, demonstrating a huge degree of commitment towards general cost consciousness. The Board would like to thank the contribution and commitment of all the employees towards the success and growth of the Company.

PARTICULARS OF EMPLOYEES:

Information as per Section 217(2A) of the Companies act, 1956 read with the Companies (Particulars of employees) Rules 1975 as amended forming part of Directors Report are as under:

Name Designation Age Remuneration Qualification Experience Date of Previous

(Years) Commencement employment of employment *GGopal Swamy Director 62yrs. 26,19,600/- B. E. (Mech.), 40yrs 22.042008 Arcellor Mittal

(Operations& PGDIM, FIE. China

Development)*

Ã Pursuant to the respective Clause of Articles of Association, appointed as an Additional Director with effect from July 10, 2010.

BOARD OF DIRECTORS:

Shri. Hasmukhlal. S. Parikh and Shri. Shivji R. Shah, Directors of the Company retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. Your Directors recommend their appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

a) In the preparation of the annual accounts for the year 2009 -10, the applicable accounting standards have been followed and there are no material departures:

b) They have selected such accounting policies and have 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 Company at the end of the financial year, and of the profit of the Company for the period ended on 31st March, 2010.

c) They have 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.

d) They have prepared the annual accounts on a going concern basis.

CORPORATE GOVERNANCE:

A separate section on Corporate Governance forming part of the Directors Report and the certificate from the Companys auditors confirming the compliance of conditions on Corporate Governance as stipulated in Clause 49 of the listing agreement is annexed hereto.

AUDITORS AND AUDITORS REPORT:

M/s Taunk & Srikanth, Chartered Accountants, who are the Statutory Auditors of the Company, hold office until the conclusion of ensuing Annual General Meeting and are eligible for reappointment. The Company has received letter from them to the effect that their reappointment, if made, would be within the prescribed limits under Section 224 (1B) of the Companies Act, 1956 and that they are not disqualified for reappointment within the meaning of Section 226 of the said Act.

The Notes on Accounts referred to in the Auditors Report are self-explanatory and give complete information.

ACKNOWLEDGEMENTS:

Your Directors wish to convey their appreciation to workers, staff and the officers who have largely contributed to the efficient management of your company. The Directors also place on record their appreciation for the continued support from Financial Institutions, Bankers, Shareholders and all other business associates.

For and on behalf of the Board

Place: Mumbai (Shailesh A. Shah)

Date : 10th July, 2010 Executive Director

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