Directors Report of Simplex Realty Ltd.

Mar 31, 2025

Your Directors are pleased to present the Hundred and Twelfth Annual Report, together with the Audited Accounts for
the year ended 31st March, 2025.

FINANCIAL RESULTS

Particulars	2024-2025	2023-2024
Total Income	1,259.97	847.31
Profit before Depreciation, Finance Costs, Exceptional Item and Taxation	306.08	244.86
Less: Depreciation	15.25	14.54
Less: Finance Costs	131.34	1.89
Profit before Exceptional Item and Tax	159.49	228.43
Add: Exceptional Item	-	424.07
Profit before Tax	159.49	652.50
Less: Current Tax	47.14	112.93
Deferred Tax	(4.04)	21.54
Taxes of earlier years	(15.25)	-
Profit for the year	131.64	518.03
Other Comprehensive Income/(Expense) for the year, net of tax	12.84	(1.50)
Total Comprehensive Income/(Expense) for the year	144.48	516.53

DIVIDEND

The Directors do not recommend any dividend for the
financial year ended 31st March 2025 with a view to
conserve the resources of the Company for long term
working capital requirements.

OPERATIONS

The total income of the Company for the current year is
'' 1,259.97 Lakhs as against '' 847.31 Lakhs during the
previous year. During the year, the Company has
received interest income on income tax refund of
'' 193.49 Lakhs, the same has been shown under other
income. The Company has made a net profit of '' 131.64
Lakhs during the current year as against the net profit of
'' 518.03 Lakhs in the previous year. The EPS for the
current year is '' 4.40 as against '' 17.32 in the previous
year after the exceptional item.

TRANSFER TO RESERVES

The Board of Directors of your Company have not
transferred any amount to the reserves for the financial
year under review.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE
COMPANIES

The Company has two Associate companies viz.
Simplex Papers Limited and Simplex Mills Company
Limited. There are no joint venture companies within the
meaning of Section 2(6) of the Companies Act, 2013
(the Act).

During the year, the Company incorporated a wholly
owned subsidiary, Simplex Modern Homes Private
Limited on 25th March, 2025.

During the year, the Board of Directors reviewed the
affairs of the Associate Companies. In terms of sub¬
section 3 of Section 129 of the Act, we have prepared
consolidated financial statements of the Company,
which forms part of the Annual Report. Further, a
statement containing the salient features of the
Financial Statements of the Associate Companies is set
out in the prescribed form AOC-1 (Part ‘B’-Associates
and Joint Ventures) which forms part of the Annual
Report.

PROJECTS

The Company’s project at Nachinolla, Goa having 4
villa’s is completed and are ready for sale.

The Company has inventory (i.e. commercial units) in
the project ‘’Simplex KhushAangan’’ situated at Malad
(West), Mumbai and efforts are being made to sale the
same.

The Company has duly entered into Development
Agreement with ‘’Bandra Anand Vihar Co-operative
Housing Society’’ situated at Bandra (West) Mumbai for
redevelopment of the residential building. The
Development Agreement has been executed on 27th
March 2025 and duly registered with the Joint Sub
Registrar assurance on 27th March 2025.

The Company continues to focus on consolidation of its
operations, rationalization of business and exploring the
opportunities in the development and redevelopment
projects of residential projects.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of the
business of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There were 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 and date of this report.

SHARE CAPTIAL

The paid - up equity share capital stood at '' 299.14
Lakhs. During the year under review, the Company has
not issued equity shares.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the
public and as such, no amount of principal or interest on
deposits was outstanding as on the balance sheet date.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments
covered under the provisions of Section 186 of the Act
are given in the notes to the Financial Statements.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Director

Shri Surendrakumar Somany and Shri Vijay S. Jindal,
retired as Independent Directors on 11th November,
2024 due to completion of their 2nd term as the
Independent Director. The Board places on record the
contributions made by them, which are enormous and
praise worthy. The Board wishes both of them a healthy
and active life in the years to come.

Smt. Sandhya R. Kini, Whole - time Director retires by
rotation in compliance with Section 152 of the Act, at the
ensuing AGM of the Company and being eligible, offers
herself for re-appointment. The Board of Directors are
also of the opinion that Smt Sandhya R. Kini fulfills all the
conditions as mentioned in the Act. Upon her re¬
appointment as a Director, Smt. Sandhya Kini shall
continue to hold her office of the Whole- time Director,
and shall not be deemed to constitute a break in her
office.

Shri Praveen Kumar, nominee of Life Insurance
Corporation of India (LIC) on the Company’s Board,
resigned as the Director with effect from 25th May, 2025.
The Board has placed on record its appreciation for the
valuable contribution. Consequent to his resignation,
Smt. Manju Bagga has been nominated by LIC as a
Director on the Board. The Board of Directors of the
Company at the meeting held on 21 May, 2025, on the
recommendation of Nomination and Remuneration
Committee has approved the appointment of Smt.
Manju Bagga as an Additional Director, upto the date of
ensuing Annual General Meeting of the Company.

The resolutions seeking Member’s approval for the re¬
appointment and appointment forms part of the Notice.
The details of the Director being recommended for
appointment and re-appointment are contained in the
accompanying Notice of the AGM.

The Company has received declarations from all the
Independent Directors of the Company confirming that
they meet the criteria of independence as prescribed
under Section 149(6) of the Act and Regulation 16(1)(b)
of the SEBI -Listing Regulations and that they are not
disqualified to become directors under the Companies
Act, 2013. In terms of Section 150 of the Companies
Act, 2013 read with Rule 6 of the Companies
(Appointment and Qualification of Directors) Rules,
2014, Independent Directors of the Company have
confirmed that they have registered themselves with the
databank maintained by The Indian Institute of
Corporate Affairs (‘IICA’).

The Board of Directors is of the opinion that all the
Independent Directors of the Company hold highest
standards of integrity and possess requisite expertise
and experience required to fulfill their duties as
Independent Directors.

Key Managerial Personnel

The following persons are the Key Managerial
Personnel (KMP) of the Company pursuant to Section
2(51) and Section 203 of the Act, read with the Rules
framed thereunder:

i. Shri Nandan Damani, Chairman and Managing
Director;

ii. Shri Sanjay Damani, Joint Managing Director;

iii. Shri Jaimin Desai, Chief Financial Officer;

iv. Smt. Ipshita Dube, Company Secretary (upto 30th
September, 2024)

v. Smt. Pooja Bagwe, Company Secretary ( w. e. f.
26th December, 2024)

BOARD EVALUATION

The Board of Directors has carried out an annual
evaluation of its own performance, Board Committee
and Individual Director, pursuant to the provisions of the
Act and the SEBI Listing Regulations, a structured
questionnaire was prepared after taking into
consideration inputs received from the Directors,
covering various aspects of the Board’s functioning
composition of the Board and its Committees, culture,
execution and performance of specific duties,
obligations and governance.

The performance evaluation of the Independent
Director was carried out by the entire Board. The
performance evaluation of the Chairman and the Non¬
Independent Directors was carried out by the
Independent Directors. The Directors expressed their
satisfaction with the evaluation process.

BOARD AND COMMITTEE MEETINGS

During the year under review, seven Board meetings
were held. The details of the composition of the Board
and its Committees and number of meetings held and
attendance of Directors at such meetings are provided
in the Corporate Governance Report which forms part of
this Report.

INDEPENDENT DIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of
the SEBI Listing Regulations, Independent Directors of
the Company are required to hold at least one meeting
in a financial year without the attendance of Non¬
Independent Directors and Members of management.

During the year under review, Independent Directors
met separately on 6th February 2025, inter-alia, for:

¦ Evaluation performance of Non-Independent
Directors and the Board of Directors of the
Company as a whole.

¦ Evaluation performance of the Chairman of the
Company, taking into views of Executive and Non¬
Executive Directors.

¦ Evaluation of the quality, content and time line of
flow of information between the management and
the Board that is necessary for the Board to
effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and
appointment for Directors, Senior Management and
their remuneration. The details of this Policy are given in
the Corporate Governance Report which forms part of
this Report. The Nomination and Remuneration Policy
is also available on the Company’s website on
https://simplex-group.com/simplex update/Realty Ltd
/COMPANY%20CODE%20%20POLICIES/Nominatio
n % 20and%20Reumenration%20Policy.pdf

FAMILIARIZATION PROGRAMME FOR
INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization
programme for Independent Directors of the Company.
The details of the said programme are given in the
Corporate Governance Report which forms part of this
Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of
remuneration as prescribed in the Rule 5(2) of the
Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014. The prescribed
particulars of Employees as required under Section
197(12) of the Act read with Rule 5(1) of the Companies
(Appointment and Remuneration of Managerial
Personnel) Rules, 2014 is attached as Annexure I and
form part of this Report.

AUDITORS AND AUDITOR’S REPORT

i. STATUTORY AUDITORS

Khandelwal and Mehta LLP, Chartered
Accountants, Mumbai (ICAI Firm Registration No.
W100084) were appointed as the Statutory
Auditors of the Company in the 110th Annual
General Meeting held on 2nd August, 2023 for the
second term of five consecutive i.e. from the
conclusion of the 110th Annual General Meeting till
the conclusion of 115th Annual General Meeting to
be held for the financial year 2027-28.

The Statutory Auditors have submitted their
Independent Auditors Report on the Financial
Statements of the Company for the year ended 31st
March, 2025 and they have given an unmodified
opinion(s) report on the Financial Statements for
the year under review.

There were no qualifications, reservations or
adverse remarks or disclaimer made by the
Auditors in their report. No frauds have been
reported by the Auditors under Section 143(12) of
the Act.

ii. SECRETARIAL AUDITOR

A Secretarial Audit was conducted during the year
in accordance with provisions of Section 204 of the
Act. The Secretarial Auditor’s Report is attached as
Annexure II and forms part of this Report. The
Report does not contain any qualifications,
reservations, adverse remarks or disclaimer.

FRAUD REPORTING

During the year under review, the Statutory Auditors and
the Secretarial Auditors have not reported any instances
of frauds committed in the Company by its Officers or
Employees to the Audit Committee under Section
143(12) of the Act read with Rule 13(1) of the
Companies (Audit and Auditors) Rules, 2014, details of
which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial
Standards issued by the Institute of Company
Secretaries of India on Board Meetings and Annual
General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS
REPORT

The Management Discussion and Analysis Report for
the year under review as stipulated under Regulation 34
of the SEBI Listing Regulations is attached and forms
part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory
provisions of Corporate Governance requirements as
stipulated under the Listing Regulations. A separate
report on Corporate Governance along with the
requisite Auditor’s Certificate is annexed and forms part
of this Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (C) read with Section 134(5)
of the Act, and the Listing Regulations, on the basis of
information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the
applicable accounting standards have been
followed along with proper explanation relating to
material departures, if any;

ii. appropriate accounting policies have been
selected and applied consistently, and the

judgments and estimates that have been made are
reasonable and prudent so as to give a true and fair
view of the state of affairs of the Company as at
31st March, 2025 and the profit of the Company for
the said period;

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

iv. the annual accounts have been prepared on a
going concern basis;

vi. the internal financial controls to be followed by the
Company and that such internal financial controls
are adequate and were operating effectively; and

vii. There is a proper system to ensure compliance
with the provisions of all applicable laws and that
such systems were adequate and operating
effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into
during the financial year were on an arm’s length basis,
in the ordinary course of business and were in
compliance with the applicable provisions of the Act and
the Listing Regulations. There were no transactions
during the year which would require to be reported in
Form AOC-2. There are no materially significant related
party transactions made by the Company with
Promoters, Directors, Key Managerial Personnel or
other designated persons which may have a potential
conflict with the interest of the Company at large during
the year that would have required Members approval
under the Listing Regulations.

The policy on Related Party Transactions as approved
by the Board is available on the Company’s website on
https://simplex-group.com/simplex update/Realty Ltd
/COMPANY%20CODE%20% 20 POLICIES / SRL%20
Revised%20Related%20 Party%20Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower
Policy to deal with instance of fraud and
mismanagement, if any. The detail of the Policy is
explained in the Corporate Governance Report and is
also available on the Company’s website on
https://simplex-group.com/simplex update/RealtyLtd/
CQMPANY%20CODE%20%20PQLICIES/Whistle%20
Blower

ANNUALRETURN

In terms of Section 92(3) of the Companies Act, 2013,
copy of the Annual Return of the Company is available
on the website of the Company. The web link of the
same is https://simplex-group.com/report.php.

STOCKEXCHANGE

The Company''s equity shares are listed at BSE Limited
and the Annual Listing Fees for the year 2025-2026 has
been paid.

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

Considering the Company''s business activities, the
Directors have nothing to report under Section
134(3)(m) of the Act read with Rule 8(3) of the
Companies (Accounts) Rules, 2014 with reference to
Conservation of Energy and Technology Absorption.

Foreign Exchange Transactions	2024-25	2023-24
Foreign Exchange Earnings	Nil	Nil
Foreign Exchange Outgo	8.41	2.17

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Act and the rules framed
there under with respect to the Corporate Social
Responsibility (CSR), your Company is not governed by
the provisions of Section 135 of the Act and Companies
(Corporate Social Responsibility Policy) Rules, 2014.
Accordingly, the Company is not required to formulate a
policy on CSR and was not required to constitute a CSR
Committee.

However, with a view to have a better corporate
governance, the Company continues with the CSR
Committee which is already formed and conducts a
meeting once in a year.

The details of Committee and its terms of reference are
set out in Corporate Governance Report. The Annual
Report on CSR activities is attached as Annexure III
and forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED
BY THE REGULATORS OR COURTS OR
TRIBUNALS

During the financial year under review, no significant
and material orders were passed by the regulators or
courts or tribunals impacting the going concern status
and the Company’s operations in future.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND
THEIR ADEQUACY

The details in respect of internal financial control and
their adequacy are included in the Management
Discussion and Analysis, which is part of this Report.

RISK ASSESSMENT AND MANAGEMENT

Risk management policy has been developed and
implemented. The Board is kept informed of the risk
mitigation measures being taken through risk mitigation
report/operation report. There are no current risks which
threaten the existence of the Company.

DISCLOSURE UNDER THE PREVENTION OF
SEXUAL HARRASSMENT ACT, 2013

The Company has adopted a policy on prevention,
prohibition and redressal of sexual harassment at
workplace and has duly constituted an Internal
Complaints Committee in line with the provisions of the
Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and
the Rules thereunder.

During the year under review, there was no complaint
reported under the Prevention of Sexual Harassment of
Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.

MATERIAL CHANGES AFFECTING THE COMPANY

There were 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 these financial statements relate
and the date of this Report.

APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (THE CODE)

During the year under review, the Company has not
made or received any application under the Insolvency
and Bankruptcy Code and there is no proceeding
pending under the said Code.

DETAILS OF DIFFERENCE 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 REASONS
THEREOF

During the year under review, the Company has not
undergone any one-time settlement and therefore, the
disclosure in this regard in not applicable.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the
assistance and support extended by all Government
Authorities, Financial Institutions, Banks, Consultants,
Solicitors and Members of the Company. The Directors
express their appreciation for the dedicated and sincere
services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Chairman & Managing Director
DIN:00058396

Mumbai, 21st May, 2025

---

Mar 31, 2024

Your Directors are pleased to present the Hundred and Eleventh Annual Report, together with the Audited Accounts for the year ended 31st March, 2024..

FINANCIAL RESULTS ('' in Lakhs)

Particulars	2023-2024	2022-2023
Total Income	847.31	767.90
Profit before Depreciation, Finance Costs, Exceptional Item and Taxation	244.86	190.39
Less: Depreciation	14.54	14.92
Less: Finance Costs	1.89	2.98
Profit before Exceptional Item and Tax	228.43	172.49
Add: Exceptional Item	424.07	-
Profit before Tax	652.50	172.49
Less: Current Tax	112.93	31.48
Deferred Tax	21.54	10.90
Taxes of earlier years	-	0.11
Profit for the year	518.03	130.00
Other Comprehensive Income/(Expense) for the year, net of tax	(150)	(53.03)
Total Comprehensive Income/(Expense) for the year	516.53	76.97

DIVIDEND

The Directors are pleased to recommend a dividend of '' 1/- per share (i.e. 10 %) on equity shares of face value of '' 10/- each for the year ended 31st March, 2024. The dividend, as recommended above, if approved by the Members at the ensuing Annual General Meeting, the total outflow towards dividend on equity shares for the year would be '' 29.91 Lakhs.

OPERATIONS

The total income of the Company for the current year is '' 847.31 Lakhs as against '' 767.90 Lakhs during the previous year. During the year, there was a sale of land at Gondia and surplus arised of '' 424.07 Lakhs has been shown as an exceptional item. The Company has made a net profit of '' 518.03 Lakhs during the current year as against the net profit of '' 130.00 Lakhs in the previous year. The EPS for the current year is '' 17.32 as against '' 4.35 in the previous year after the exceptional item.

TRANSFER TO RESERVES

The Board of Directors of your Company have not transferred any amount to the reserves for the financial year under review.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two Associate companies viz. Simplex Papers Limited and Simplex Mills Company Limited. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 (the Act).

During the year, the Board of Directors reviewed the affairs of the Associate Companies. In terms of subsection 3 of Section 129 of the Act, we have prepared consolidated financial statements of the Company, which forms part of the Annual Report. Further, a statement containing the salient features of the Financial Statements of the Associate Companies is set out in the prescribed form AOC-1 (Part ‘B’-Associates and Joint Ventures) which forms part of the Annual Report.

PROJECTS

The Company villa project at Nachinolla, Goa is completed and ready for sale, we have 4 villa’s for sale. The Company has inventory (i.e. commercial units) in the project “Simplex KhushAangan" and efforts are being made to sale the same.

The Company is exploring opportunities for redevelopment projects in and around Mumbai.

The Company continues to focus on consolidation of its operations, rationalization of business and exploring the opportunities in the development and redevelopment projects of residential projects.

CHANGE IN THE NATURE OF BUSINESS

During the year, there was no change in the nature of the business of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There were 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 and date of this report.

SHARE CAPTIAL

The paid - up equity share capital stood at '' 299.14 Lakhs. During the year under review, the Company has not issued equity shares.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposits was outstanding as on the balance sheet date.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Director

Shri Vishnubhai B. Haribhakti had retired as Independent Director on 31st March, 2024 due to completion of his 2nd term of the Independent Director. The Board places on record the contributions made by him. Which are enormous and praise worthy. The Board wishes him a healthy and active life in the years to come.

Shri Sanjay N Damani, Whole- time Director retires by rotation in compliance with Section 152 of the Act, at the ensuing AGM of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that Shri Sanjay N Damani fulfills all the conditions as mentioned in the Act. Upon his reappointment as a Director, Shri Sanjay N Damani shall continue to hold his office of the Whole- time Director, and shall not be deemed to constitute a break in his office.

Shri Navratan Damani was appointed as an Additional Director of the Company in the category of the

Independent Director with effect from 1st April, 2024 and the same was approved by Members of the Company by passing Special Resolution through Postal Ballot, to hold office for a period of five (5) consecutive years effective 1st April, 2024 to 31st March, 2029 (both days inclusive), not liable to retire by rotation.

The Board of Directors of the Company at its meeting held on 21st May, 2024 on the recommendation of Nomination and Remuneration Committee has recommended to re-appointment of Smt. Sandhya R Kini as a Whole - time Director of the Company for a period of three years with effect from 21st October, 2024 and appointment of Shri Satyan S Israni and Shri Anil Lohia as Additional Directors of the Company in the category of Independent Director with effect from 21st May, 2024 under Section 161 (1) of the Act, for a period of five (5) consecutive years with effect from 21st May 2024 to 20th May, 2029 (both days inclusive), not liable to retire by rotation.

The resolutions seeking Member’s approval for the reappointment and appointment forms part of the Notice. The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the AGM.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the SEBI the Listing Regulations and that they are not disqualified to become directors under the Companies Act, 2013. In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent Directors of the Company have confirmed that they have registered themselves with the databank maintained by The Indian Institute of Corporate Affairs (IICA).

The Board of Directors is of the opinion that all the Independent Directors of the Company hold highest standards of integrity and possess requisite expertise and experience required to fulfill their duties as Independent Directors.

Key Managerial Personnel

The following persons are the Key Managerial Personnel (KMP) of the Company pursuant to Section 2(51) and Section 203 of the Act, read with the Rules framed thereunder:

i. Shri Nandan Damani, Chairman and Managing Director;

ii. Shri Sanjay Damani, Whole -time Director,

iii. Shri Surendra Kabra, Chief Financial Officer (upto 7th August, 2023);

iv. Shri Jaimin Desai, Chief Financial Officer ( w.e.f. 2nd November, 2023)

v. Smt. Kinjal P Shah Company Secretary ( upto 25th January, 2024)

vi. Smt. Ipshita Rohit Dube (w.e.f. 5th April, 2024)

The Board had placed on record its appreciation for the services rendered by Shri Surendra Kabra and Smt. Kinjal P Shah, during their respective tenure as KMP of the Company.

BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, Board Committee and Individual Director, pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the NonIndependent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

BOARD AND COMMITTEE MEETINGS

During the year under review, four Board meetings were held. The details of the composition of the Board and its Committees and number of meetings held and attendance of Directors at such meetings are provided in the Corporate Governance Report which forms part of this Report.

INDEPENDENT DIRECTORS’ MEETING

In terms of Schedule IV of the Act and Regulation 25 of the SEBI Listing Regulations, Independent Directors of the Company are required to hold at least one meeting in a financial year without the attendance of NonIndependent Directors and Members of management.

During the year under review, Independent Directors met separately on 24th January, 2024, inter-alia, for:

• Evalution performance of Non-Independent Directors and the Board of Directors of the Company as a whole.

• Evaluation performance of the Chairman of the Company, taking into views of Executive and NonExecutive Directors.

• Evalution of the quality, content and time line of flow of information between the management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

NOMINATION AND REMUNERATION POLICY

The Board has framed a policy for selection and appointment for Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is available on the Company’s website on https://simplex-group.com/simplex_update/Realty_ Ltd/COMPANY%20CODE%20%20POLICIES/ Nomination%20and%20Reumenration%20Policy.pdf

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme are given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure I and form part of this Report.

AUDITORS AND AUDITOR’S REPORT

i. STATUTORY AUDITORS

Khandelwal and Mehta LLP, Chartered Accountants, Mumbai (ICAI Firm Registration No. W100084) were appointed as the Statutory Auditors of the Company in the 110th Annual General Meeting held on 2nd August, 2023 for the second term of five consecutive i.e. from the conclusion of the 110th Annual General Meeting till the conclusion of 115th Annual General Meeting to be held for the financial year 2027-28.

The Statutory Auditors have submitted their Independent Auditors Report on the Financial Statements of the Company for the year ended 31st March, 2024 and they have given an unmodified opinion(s) report on the Financial Statements for the year under review.

There were no qualifications, reservations or adverse remarks or disclaimer made by the Auditors in their report. No frauds have been reported by the Auditors under Section 143(12) of the Act.

ii. SECRETARIAL AUDITOR

A Secretarial Audit was conducted during the year in accordance with provisions of Section 204 of the Act. The Secretarial Auditor’s Report is attached as Annexure II and forms part of this Report. The Report does not contain any qualification, reservation, adverse remark or disclaimer

FRAUD REPORTING

During the year under review, the Statutory Auditors and the Secretarial Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee under Section 143(12) of the Act read with Rule 13(1) of the Companies (Audit and Auditors) Rules, 2014, details of which needs to be mentioned in this Report.

SECRETARIAL STANDARDS

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on Board Meetings and Annual General Meeting.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34 of the Listing Regulations is attached and forms part of this Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the Listing Regulations. A separate report on Corporate Governance along with the requisite Auditor’s Certificate is annexed and forms part of this Report.

DIRECTOR’S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3) (c) read with Section 134(5) of the Act, and the Listing Regulations, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and the profit of the Company for the said period;

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

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. there is a proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the SEBI Listing Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large during the year that would have required Members approval under the Listing Regulations.

The policy on Related Party Transactions as approved by the Board is available on the Company’s website on https://simplex-group.com/simplex_update/ Realty_Ltd/COMPANY%20CODE%20%20POLICIES/ SRL%20Revised%20Related%20Party%20Policy.pdf

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is available on the Company’s website on https://simplex-group.com/simplex_update/Realty_Ltd/COMPANY %20CODE%20%20POLICIES/Whistle%20Blower

ANNUALRETURN

In terms of Section 92(3) of the Act, copy of the Annual Return of the Company is available on the website of the Company. The web link of the same is https://simplex-group.com/admin/report/ uploads / Form_MGT_7-2022 .pdf

STOCKEXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2024-2025 has been paid.

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

Considering the Company''s business activities, the Directors have nothing to report under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.

Foreign Exchange Transactions	2023-24	2022-23
Foreign Exchange Earnings	NIL	Nil
Foreign Exchange Outgo	2.17	11.79

CORPORATE SOCIAL RESPONSIBILITY

In line with the provisions of the Act and the rules framed there under with respect to the Corporate Social Responsibility (CSR), your Company is not governed by the provisions of Section 135 of the Act and Companies (Corporate Social Responsibility Policy) Rules, 2014. Accordingly, the Company is not required to formulate a policy on CSR and was not required to constitute a CSR Committee.

However, with a view to have a better corporate governance, the Company continues with the CSR Committee which is already formed and conducts a meeting once in a year.

The details of Committee and its terms of reference are set out in Corporate Governance Report. The Annual Report on CSR activities is attached as Annexure III and forms part of this Report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS

During the financial year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company’s operations in future.

INTERNAL FINANCIAL CONTROLS SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion and Analysis, which is part of this Report.

RISK ASSESSMENT AND MANAGEMENT

Risk management policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013

The Company has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace and has duly constituted an Internal Complaints Committee in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder.

During the year under review, there was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

MATERIAL CHANGES AFFECTING THE COMPANY

There were 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 these financial statements relate and the date of this Report.

APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (THE CODE )

During the year under review, the Company has not made or received any application under the Insolvency and Bankruptcy Code and there is no proceeding pending under the said Code.

DETAILS OF DIFFERENCE 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 REASONS THEREOF

During the year under review, the Company has not undergone any one-time settlement and therefore, the disclosure in this regard in not applicable.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Members of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Chairman and Managing Director DIN:00058396

Mumbai, 21st May, 2024

---

Mar 31, 2017

DIRECTORS'' REPORT

To

The Members,

The Directors are pleased to present the 104^th Annual Report, together with the Audited Accounts for the year ended 31^st March, 2017.

FINANCIAL RESULTS

(inRs.)

	2016-17	2015-16
Total Income	15,27,14,086	35,43,23,760
(Loss) / Profit before Depreciation, Finance Costs, Extraordinary Item
and Taxation	(2,22,28,716)	10,67,33,930
Less: Depreciation	12,36,459	23,97,855
Less: Finance Costs	30,16,897	19,953
(Loss) / Profit before Extraordinary Item and Tax	(2,64,82,072)	10,43,16,122
Less: Extraordinary Item	5,97,59,760	8,38,52,198
(Loss) / Profit before Tax	(8,62,41,832)	2,04,63,924
Less: Current tax	-	3,81,38,062
Deferred tax	(2,54,85,815)	(16,81,161)
Taxes of earlier years (net)	-	92,349
Loss for the year	(6,07,56,017)	(1,60,85,326)
Add: Balance in the statement of Profit and Loss	44,92,63,182	46,89,48,876
Less: Appropriations
Proposed Dividend on Equity Shares	23,93,106	29,91,382
Tax on Dividend	4,87,189	6,08,986
Closing Balance	38,56,26,870	44,92,63,182

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31^st March, 2017 at Rs.

0.80/- (i.e. 8 %) per equity share of face value of Rs. 10/-, subject to approval of the Members at the Hundred and Fourth Annual General Meeting (AGM). The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 28,80,295/- for the financial year 2016-17.

OPERATIONS

Your Company has reported total income of Rs. 15,27,14,086/- and the net Loss of Rs. 6,07,56,017/during the year ended 31^st March, 2017.During the year, the Company has written off Rs. 5,97,59,760/- out of advances given towards acquisition of land after adjusting the amount recovered and value of property acquired. As this amount is not recoverable, hence now been written off and the same has been shown as an extraordinary item.

ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two associates viz. Simplex Papers Limited and Simplex Mills Company Limited. There are no joint venture companies within the meaning of Sectio n 2(6) of the Co mpa nies Act, 2013 (the Act).

In terms of proviso to sub-section 3 of Section 129 of the Act, the salient features of the financial statements of the Associate Companies is set out in the prescribed form AOC-1 (Part ''B''-Associates and Joint Ventures) which forms part of the Annual Report.

PROJECT

The Company''s project "Simplex KhushAangan" is a cluster of residential and commercial space located on prime location of S. V. Road, Malad (West), Mumbai.

The Company has received full Occupation Certificate for the said project. The Company has sold about 60 percent of carpet area in residential side and about 29 percent of carpet area of commercial. The Company has started giving possession to the buyers. During the year, the Company has recognized revenue from the project based on percentage completion method as per the guidance note issued by the ICAI.

The Company continues to focus on consolidation of its operations, rationalization of business and exploring the opportunities in the development and redevelopment of residential projects.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public and as such, no amount of principal or interest on deposits was outstanding as on the balance sheet date.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Smt. Anna Malhotra, who was an Independent Director, submitted her resignation on 10^th October, 2016 due to her prolonged illness. The Board accepted her resignation and recorded the appreciation for contributions made during her association with the Company.

Shri Sanjay N Damani, an Executive Director, retires by rotation in compliance with Section 152 of the Act, at the AGM of the Company and being eligible, offers himself for re-appointment. The Board of Directors are also of the opinion that he fulfills all the conditions as mentioned in the Act. Upon his re-appointment as a Director, Shri Sanjay N Damani shall continue to hold his office of the Executive Director, and shall not be deemed to constitute a break in his office of the Executive Director.

Shri Sabhapati G Shukla was appointed as an Additional Director of the Company in the category of Independent Director with effect from 21^st October, 2016 under Section 161 (1) of the Act read with Article 147 of the Article of Association of the Company. He holds office up to the date of the AGM.

Smt. Sandhya R Kini was appointed as an Additional Director with effect from 21^st October, 2016. She holds office up to the date of the AGM. The Board of Directors of the Company at its meeting held on 21^st October, 2016 has appointed Smt. Sandhya R Kini, as a Whole-time

Director designated as an Executive Director of the Company for a period of five years with effect from 21^st October, 2016.

The Board of Directors of the Company at its meeting held on 10^th May, 2017 has re-appointed Shri Nandan Damani, as a Managing Director designated as the Chairman and Managing Director of the Company for a period of three years with effect from 29^th June, 2017.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the Act and under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the Listing Regulations) .

The details of the Director being recommended for appointment and re-appointment are contained in the accompanying Notice of the AGM.

No Key Managerial Personnel has been appointed or has retired or resigned during the year.

BOARD EVALUATION

Pursuant to the provisions of the Act and the Listing Regulations, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board''s functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy are given in the Corporate Governance Report which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme are given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and form part of this Report.

AUDITORS

At the 101^stAnnual General Meeting held on 6^th August,

2014, M/s. Dayal and Lohia, Chartered Accountants, Mumbai (ICAI Firm Regn. No. 102200W) were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 4^th consecutive AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).

In terms of the first proviso to Section 139 of the Act read with Rule 3(7) of the Companies (Audit and Auditors) Rules, 2014, the appointment of the Auditor shall be subject to ratification by the Members at every AGM till the expiry of his term. Accordingly, the appointment of M/s. Dayal and Lohia, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.

In this regard, the Company has received a certificate from the Auditors to the effect that if their appointment is ratified, it would be in accordance with the provisions of Section 139 read with Section 141 of the Act. The Auditors have given an un-modified opinion (s) report on the financial statements for the year under review.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year, in accordance with provisions of Section 204 of the Act. The Secretarial Auditor''s Report is attached as Annexure II and forms part of this Report. There is no secretarial audit qualification, reservation or adverse remark for the year under review.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance requirements as stipulated under the Listing Regulations. A separate report on Corporate Governance along with the requisite Auditors'' Certificate is annexed and forms part of this Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 134(3)(c) read with Section 134(5) of the Act, and the Listing Regulations, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^stMarch, 2017 and the Loss of the Company for the said period;

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

iv. The annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. There is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All Related Party Transactions that were entered into during the financial year were on an arm''s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Act and the Listing Regulations. There were no transactions during the year which would require to be reported in Form AOC-2. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large during the year that would have required Members approval under the Listing Regulations.

The policy on Related Party Transactions as approved by the Board is available on the Company''s website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiatives under Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education and Skill development and Health care including preventing health care and providing educational aid under the sector of literacy.

These projects are largely in accordance with Schedule VII of the Act. The details of Committee and its terms of reference are set out in Corporate Governance Report. The Annual Report on CSR activities is attached as Annexure I and forms part of this Report.

RISK MANAGEMENT

Risk management Policy has been developed and implemented. The Board is kept informed of the risk mitigation measures being taken through risk mitigation report/operation report. There are no current risks which threaten the existence of the Company.

INTERNAL CONTROLS SYSTEMS AND ADEQUACY

The Company has in place an adequate system of internal controls. It has documented policies and procedures covering all financial and operating functions and processes. These have been designed to provide a reasonable assurance with regard to maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations, protecting assets from unauthorized use or losses and compliance with regulations. The details of the internal controls system are given in the Management Discussion and Analysis Report and forms part of this Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism/Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The detail of the Policy is explained in the Corporate Governance Report and is also available on the Company''s website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is attached as Annexure III.

STOCKEXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2017-18 has been paid.

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

Considering the Company''s business activities, the Directors have nothing to report under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts) Rules, 2014 with reference to Conservation of Energy and Technology Absorption.

Foreign Exchange Transactions:

2016-17 2015-16 Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 9, 34,830/- 9, 82,325/DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARRASSMENT ACT, 2013

There was no complaint reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Members of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Chairman & Managing Director

Mumbai, 10^th May, 2017

---

Mar 31, 2015

The Members,

The Directors are pleased to present the 102nd Annual Report, together with the Audited Accounts for the year ended 31st March, 2015.

FINANCIAL RESULTS (ini) 2014-15 2013-14

Total Income 11,84,46,458 40,72,65,594

Profit before Depreciation, Finance Costs and Taxation 2,13,08,459 17,29,68,433

Less: Depreciation 27,61,367 17,51,560

Less: Finance Costs 59,40,172 1,05,43,813

Profit before tax 1,26,06,920 16,06,73,060

Less: Current tax 54,71,140 6,64,52,504

Deferred tax (2,46,070) (17,52,411)

Taxes of earlier years (net) (34,215) 45,42,433

Profit for the year 74,16,065 9,14,30,534

Add: Balance in the Statement of Profit and Loss 46,55,95,801 39,38,64,569

Less: Appropriation

Transfer to General Reserve - 92,00,000

Proposed Dividend on Equity Shares 29,91,382 89,74,146

Tax on Dividend 6,08,986 15,25,156

Less: Adjustment relating to Fixed Assets 4,62,622 -

Closing Balance 46,89,48,876 46,55,95,801

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31stMarch, 2015 at Rs. 1/- (i.e. 10%) per equity share of face value of Rs. 10/-, subject to the approval of the Members at the Hundred and Second Annual General Meeting (AGM). The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 36,00,368/- for the financial year 2014-15.

OPERATIONS

Your Company has reported total income of Rs. 11,84,46,458/- and the net profit of Rs. 74,16,065/- during the year ended 31st March, 2015.

During the year, revenue from the project "Simplex KhushAangan" has been recognized.

ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has two associates viz. Simplex Papers Limited and Simplex Mills Company Limited. There are no joint venture companies within the meaning of Section 2(6) of the Companies Act, 2013 ('the Act').

in terms of proviso to sub-section 3 of Section 129 of the Act, the salient featu re s of th e fin ancial statements of the Associate Companies is set out in the prescribed form AOC-1 (Part 'B' - Associates and Joint Ventures) which forms part of the Annual Report.

PROJECT

The Company is developing a project "Simplex KhushAangan" a Residential cum Commercial Complex in the western suburb of Mumbai with the land owner.

The Company has booked approximately 48 percent of saleable area in residential wing and booking for shops in commercial wing has been opened and expect to get bookings in the coming quarters. The finishing work is going on in full swing and R.C.C. work has been completed.

PUBLIC DEPOSITS

The Company has not accepted any deposits from public and as such, no amount on account of principal or interest on deposits from public was outstanding as on the date of the balance sheet or renewed any fixed deposits during the year.

LOANS, GUARANTEES AND INVESTMENTS

The details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to the Financial Statements.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

At the Board meeting held on 11th May, 2015, Shri Sanjay N Damani, was appointed as the Executive Director of the Company for a period of three years with effect from 1st June, 2015 on the terms and conditions in conformity with the provisions of Sections 196,197 and read with Schedule V of the Act and subject to approval of the members in the forthcoming AGM.

Shri T C. Suseel Kumar who retires by rotation at the forthcoming AGM and, being eligible, offer himself for re- appointment.

Shri S.K. Somany, Director of the Company vide its letter dated 5th November, 2014 informed that consequent upon the requirements of revised Clause 49 of Listing Agreement, he had met the criteria prescribed in Clause 49 (II) (B) (1) of Listing Agreement and also under Section 149 (6) of the Act. Accordingly, Shri S .K. Somany was categorized as an Independent Director with effect from 12th November, 2014.

Shri Vijay S. Jindal was appointed as an Additional Director of the Company in the category of Independent Director with effect from 12th November, 2014 under Section 161 (1) of the Act read with Article 131 of the Articles of Association of the Company. Shri Vijay S. Jindal holds office upto the date of forthcoming AGM.

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 under Clause 49 of the Listing

Agreement.

The details of the Directors being recommended for appointment and re-appointment are contained in the accompanying Notice of the forthcoming AGM.

Pursuant to the provisions of Section 203 of the Act, the appointment of Shri Nandan Damani, Chairman & Managing Director, Shri Surendra Kabra, Chief Financial Officer and Shri Shekhar R Singh, Company Secretary, were formalized as the Key Managerial Personnel of the Company.

BOARD EVALUATION

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance.

The performance evaluation of the Independent Director was carried out by the entire Board. The performance evaluation of the Chairman and the Non- Independent Directors was carried out by the Independent Directors. The Directors expressed their satisfaction with evaluation process.

NUMBER OF MEETINGS OF THE BOARD

During the year under review, four Board meetings were held. The details of the meetings are given in Corporate Governance Report which forms part of this Report.

REMUNERATION AND NOMINATION POLICY

The Board has framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The details of this Policy is given in the Corporate Governance Report which forms part of this Report.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has practice of conducting familiarization programme for Independent Directors of the Company. The details of the said programme is given in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed in the Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014. The prescribed particulars of Employees as required under Section 197 (12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure IV and form part of this Report.

AUDITORS

At the 101stAnnual General Meeting held on 6th August, 2014, M/s. Dayal and Lohia, Chartered Accountants, Mumbai were appointed as the Statutory Auditors of the Company to hold office from the conclusion of that AGM until the conclusion of the 4th consecutive AGM held thereafter (subject to ratification of the appointment by the Members at every AGM held after that AGM).

In terms of the first proviso to Section 139 of the Act read with Rule 3(7) of Companies (Audit and Auditors) Rules, 2014, the appointment of the auditor shall be subject to ratification by the Members at every annual general meeting till the expiry of the term of the Auditor. Accordingly, the appointment of M/s. Dayal and Lohia, Chartered Accountants, Mumbai, as the Statutory Auditors of the Company, is placed for ratification by the Members.

In this regard, the Company has received a certificate from the Auditors to the effect that if they are re- appointed, it would be in accordance with the provisions of Section 141 of the Act.

SECRETARIAL AUDIT

A Secretarial Audit was conducted during the year by the Secretarial Auditor, Shri Manish L. Ghia of M/s. Manish Ghia & Associates, Practicing Company Secretaries, Mumbai in accordance with provisions of Section 204 of the Act. The Secretarial Auditor's Report is attached as Annexure II and forms part of this Report. There are no qualifications or observations or remarks made by the Secretarial Auditor in his Report.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance along with the requisite Auditors' Certificate is annexed and forms part of this Report.

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) read with Section 134 (5) of the Act, and Clause 49 (IN) (D) (4) (a) of the Listing Agreement, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch, 2015 and of the profit of the Company for the said period;

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

iv. the annual accounts have been prepared on a going concern basis;

v. the internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

vi. there is a proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business and that the provisions of Section 188 of the Act are not attracted. Thus disclosure in form AOC-2 is not required. Further, there are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

The policy on Related Party Transactions as approved by the Board is available on the Company's website. None of the Directors has any pecuniary relationships or transactions vis-a-vis the Company.

CORPORATE SOCIAL RESPONSIBILITY

As a part of its initiatives under "Corporate Social Responsibility (CSR), the Company has undertaken projects in the areas of Education, Scholarship, Bridge Education, Tuition Support, Book Provisioning and providing educational aid under the sector of literacy.

These projects are largely in accordance with Schedule VII of the Act. The details of Committee and its terms of reference are set out in Corporate Governance Report. The Annual Report on CSR activities is attached as Annexure I and forms part of this Report.

RISK MANAGEMENT COMMITTEE

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted the Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report which forms part of this Report.

The Company has a Risk Management Policy to identify, evaluate business risks and opportunities. This policy seeks to minimize adverse impact on the business of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Vigil Mechanism / Whistle Blower Policy to deal with instance of fraud and mismanagement, if any. The details of the Policy is explained in the Corporate Governance Report and is available on the Company's website.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure III.

STOCKEXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2015-16 has been paid.

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

Considering the Company's business activities, the Directors have nothing to report under Section 134(3)(m) of the Act read with Rule 8(3) of the Companies (Accounts ) Rules, 2014 with reference to Conservation of Energy & Technology Absorption.

DISCLOSURE UNDER THE PREVENTION OF SEXUAL HARASSMENT ACT, 2013

There were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani Chairman & Managing Director

Mumbai, 11th May, 2015

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Mar 31, 2014

The Members,

The Directors are pleased to present the 101st Annual Report, together with the Audited Accounts for the year ended 31st March, 2014.

FINANCIAL RESULTS

(In Rs.)

2013-14 2012-13

Total Income 40,72,87,804 5,68,01,541

Profit before Depreciation, Finance Costs and Taxation 17,29,68,433 2,25,18,576

Less: Depreciation 17,51,560 17,31,665

Less: Finance Costs 1,05,43,813 19,20,621

Profit before tax 16,06,73,060 1,88,66,290

Less: Current tax 6,64,52,504 55,40,036

Deferred tax (17,52,411) 95,730

Taxes of earlier years (net) 45,42,433 -

Profit for the year 9,14,30,534 1,32,30,524

Add: Balance in the statement of Profit and Loss 39,38,64,569 38,65,49,034

Less: Appropriation

Transfer to General Reserve 92,00,000 7,00,000

Proposed Dividend on Equity Shares 89,74,146 44,87,073

Tax on Dividend 15,25,156 7,27,916

Closing Balance 46,55,95,801 39,38,64,569

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2014 at Rs. 3/- (i.e. 30 %) per equity share of face value of Rs.10/-, subject to the approval of the members at the Hundred and First Annual General Meeting. The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 1,04,99,302/- for the financial year 2013-14.

OPERATIONS

Your Company has reported total income of Rs. 40,72,87,804/- and the net profit of Rs. 9,14,30,534/- during the year ended 31st March, 2014.

During the year, revenue from the project "Simplex KhushAangan" has been recognized along with the revenue from the project "Planet Godrej".

PROJECT

The Company is developing a project "Simplex KhushAangan" a Residential cum Commercial Complex in the western suburb of Mumbai with the land owner. The Project "Simplex KhushAangan" is having two basements ground two floors for Commercial on the front side and two basements ground three level podium stilt sixteen floors of residential wing on rear side.

The Company has booked approximately 40 percent of saleable area in residential wing and booking for shops in commercial wing has been opened recently and expect to get bookings in the coming quarters.The work is going on in full swing and about 80 percent of R.C.C. work has been completed and masonry and plaster work has started.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

At the Board Meeting held on 10th May, 2014, Shri Nandan Damani was re-appointed as Managing Director of the Company for a period of three years with effect from 29th June, 2014 on the terms and conditions in conformity with the provisions of Section 196, 197, 203 and read with Schedule V of the Companies Act, 2013 and subject to the approval of the members in the forthcoming Annual General Meeting.

Shri S.K.Somany, Director of the Company who retires by rotation at the forthcoming Annual General Meeting and, being eligible, offer himself for re-appointment.

Shri V.B.Haribhakti, Smt. Anna Malhotra and Shri T.C.Suseel Kumar who were Independent Directors of the Company as on 31st March, 2014, continue to be Independent Directors of the Company for a period of five years from 1st April, 2014. All of them are the persons of integrity and possesses relevant expertise and experience. The Board has also opined that all of them fulfill the conditions specified in the Section 149 of the Companies Act, 2013 and rules made thereunder and that they are all independent of management.

The details of the Directors being recommended for appointment and re-appointment are contained in the accompanying notice of the forthcoming Annual General Meeting.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants are re-appointed as the Statutory Auditors of the Company to hold the office from the conclusion of this Annual General Meeting till the conclusion of the fourth consecutive Annual General Meeting held thereafter, subject to ratification of the appointment by the members at every Annual General Meeting of the Company after the ensuing Annual General Meeting.

The Auditors have confirmed that, their appointment, if made, would be within the limits prescribed under Section 141(3) (g)of the Companies Act, 2013 and that they are not disqualified in terms of Section 139 of the Companies Act, 2013.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance along with the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

DIRECTOR''S RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956 on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2014 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2014-15 has been paid.

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

Considering the Company''s business activities, the Directors have nothing to report under Section 217 (1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy & Technology Absorption.

Foreign Exchange Transactions: 2013-14 2012-13

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 6,59,473/- 4,05,721/-

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Chairman & Managing Director

Mumbai, 10th May, 2014

---

Mar 31, 2013

To The Members,

The Directors are pleased to present the 100th Annual Report, together with the Audited Accounts for the year ended 31st March, 2013.

FINANCIAL RESULTS

(In Rs.) 2012 -13 2011 -12

Total Income 5,68,01,541 6,99,76,969

Profit before Depreciation, Finance Costs and Taxation 2,25,18,576 2,38,10,942

Less: Depreciation 17,31,665 14,58,248

Less: Finance Costs 19,20,621 11,51,523

Profit before tax 1,88,66,290 2,12,01,171

Less: Current tax 55,40,036 57,69,789

Deferred tax 95,730 (9,50,523)

Profit for the year 1,32,30,524 1,63,81,905

Add: Balance in the statement of Profit and Loss 38,65,49,034 37,63,82,118

Less: Appropriation

Transfer to General Reserve 7,00,000 10,00,000

Proposed Dividend on Equity Shares 44,87,073 44,87,073

Tax on Dividend 7,27,916 7,27,916

Closing Balance 39,38,64,569 38,65,49,034

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2013 at Rs.1.50 (i.e.15%) per equity share of face value of Rs.10/-, subject to the approval of the members at the Hundredth Annual General Meeting. The total cash out flow on account of equity dividend payment, including dividend distribution tax would be Rs. 52,14,989/- for the financial year 2012-13.

OPERATIONS

Your Company has reported total income of Rs. 5,68,01,541/- and the net profit of Rs. 1,32,30,524/- during the year ended 31st March, 2013.

PROJECT

The Company has undertaken development of a Residential cum Commercial Complex in western suburb of Mumbai with the land owner. The name of the project is "Simplex Khush Aangan" having Ground Two floors for Commercial and Seventeen floors of residential tower. The Company has received commencement certificate upto 13th floors of Residential area and upto the plinth level of Commercial area and construction work is in full swing.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Shri M. P. Jatia ceased to be a Director with effect from 25th May, 2012 due to sad demise. The Board places on record its appreciation for the valuable services and guidance given by Shri M. P. Jatia to the Company during his tenure as Director of the Company and conveyed the heartfelt condolence to the members of the bereaved family.

Smt. Gopa Ray resigned as Director of the Company with effect from 30th November, 2012. The Board places on record its appreciation for the valuable services and guidance given by Smt. Gopa Ray to the Company during her tenure as Director of the Company.

Shri T.C.Suseel Kumar, Executive Director (M- B & AC) of Life Insurance Corporation of India was appointed by the Board as an Additional Director of the Company with effect from 30th November, 2012 under Section 260 of the Companies Act, 1956 (the Act) read with Article 131 of the Articles of Association of the Company. Shri T. C. Suseel Kumar holds office up to the date of forthcoming Annual General Meeting and, being eligible, offers himself for appointment as a Director at the said meeting.

Shri V. B. Haribhakti and Smt. Anna Malhotra, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, Mumbai, hold office as Statutory Auditors of the Company until the conclusion of the forthcoming Annual General Meeting and are recommended by the Board for re-appointment to hold the office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. The Auditors have confirmed that, their re-appointment, if made, would be within the limits prescribed under Section 224(1B) of the Act and that they are not disqualified in terms of Section 226 of the Act.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors'' Certificate is annexed and forms part of this Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Act, on the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2013 and of the profit of the Company for the said period;

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

iv. the annual accounts have been prepared on a going concern basis.

STOCK EXCHANGE

The Company''s equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2013-14 has been paid.

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

Considering the Company''s business activities, the Directors have nothing to report under Section 217 (1)(e) of the Act read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy and Technology Absorption.

Foreign Exchange Transactions: 2012-13 2011-12

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 4,05,721/- 2,43,391/-

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the company. For and on behalf of the Board of Directors

Nandan Damani

Chairman and Managing Director

Mumbai, 8th May, 2013

---

Mar 31, 2012

The Directors are pleased to present the 99th Annual Report, together with the Audited Accounts for the year ended 31st March, 2012.

FINANCIAL RESULTS (In Rs.)

2011-12 2010-11

Total Income 6,99,76,969 8,57,27,890

Profit before Depreciation, Finance Costs and Taxation 2,38,10,942 5,56,12,336

Less: Depreciation 14,58,248 12,37,532

Less: Finance Costs 11,51,523 11,17,588

Profit before tax 2,12,01,171 5,32,57,216

Less: Current tax 57,69,789 1,91,72,600

Deferred tax (9,50,523) (57,778)

Profit for the year 1,63,81,905 3,41,42,394

Add: Balance in the statement of Profit and Loss 37,63,82,118 36,09,60,276

Less: Appropriation

Transfer to General Reserve 10,00,000 1,00,00,000

Proposed Dividend on Equity Shares 44,87,073 74,78,455

Tax on Dividend 7,27,916 12,42,097

Closing Balance 38,65,49,034 37,63,82,118

DIVIDEND

The Directors are pleased to recommend Dividend on equity shares for the year ended 31st March, 2012 at Rs1.50 (i.e. 15%) per equity share of face value of Rs 10/-, subject to the approval of the members at the Ninety Ninth Annual General Meeting. The total cash out flow on account of equity dividend payment, including dividend distribution tax would beRs52.15lacsforthefinancialyear2011-12.

OPERATIONS

Your Company has reported total income of Rs 699.77 lacs and the net profit ofRs 163.82 lacs during the year ended 31st March, 2012.

SUBSIDIARY COMPANY

During the year under review, the Company has divest it's holding in Simplex Renewable Resources Private Limited (SRRPL) and accordingly, SRRPL has ceased to be the subsidiary of the Company with effect from 29th February, 2012.

NEW PROJECT

The Company has undertaken development of a Residential cum Commercial Complex in western suburb of Mumbai with the land owner. The name of the project is "Simplex KhushAangan" having Ground Two floors of commercial and Seventeen floors of residential tower. The company has received commencement certificate upto the plinth level and excavation work is in progress.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Smt. Gopa Ray and Shri S. K. Somany, Directors of the Company who retire by rotation at the forthcoming Annual General Meeting and, being eligible, offer themselves for re-appointment.

Shri Sanjay N. Damani, was appointed by the Board as an Additional Director of the Company with effect from 14th May, 2012 under Section 260 of the Companies Act, 1956 (the Act) read with Article 131 of Articles of Association of the Company. Shri Sanjay N. Damani holds office upto the date of forthcoming Annual General Meeting and being eligible, offer himself for appointment as a Director at the said Meeting.

PARTICULARS OF EMPLOYEES

During the year, there was no employee in receipt of remuneration as prescribed under Section 217(2A) of the Act read with the Companies (Particulars of Employees) Amendment Rules, 2011.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, Mumbai, hold office as statutory Auditors of the Company until the conclusion of the forthcoming Annual General Meeting and are recommended by the Board for re-appointment to hold the office from the conclusion of the forthcoming Annual General Meeting until the conclusion of the next Annual General Meeting. The Auditors have confirmed that, their re-appointment, if made, would be within the limits prescribed under Section 224(1 B) of the Act and that they are not disqualified in terms of Section 226 of the Act.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors' Certificate is annexed and forms part of this Annual Report.

DIRECTORS" RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Acton the basis of information placed before them, the Directors state that:

i. in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii. appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2012 and of the profit of the Company for the said period;

iii. proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 For safe guarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv. the annual accounts have been prepared on a going concern basis.

STOCK EXCHANGE

The Company's equity shares are listed at BSE Limited and the Annual Listing Fees for the year 2012-13 has been paid.

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

Considering the Company's business activities, the Directors have nothing to report u/s 217 (1 )(e) of the Act read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy and Technology Absorption.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all Government Authorities, Financial Institutions, Banks, Consultants, Solicitors and Shareholders of the Company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees of the Company.

For and on behalf of the Board of Directors

Nandan Damani

Mumbai, 14th May, 2012 Chairman & Managing Director

---

Mar 31, 2011

The Members,

The Directors are pleased to present the Annual Report, together with the Audited Accounts for the year ended 31 st March, 2011.

FINANCIAL RESULTS (Rs.in lacs)

Current Year Previous Year ended ended 31.03.2011 31.03.2010 Rs. Rs.

Total Income 901.01 2,992.34

Profit before Interest, Depreciation, Taxation,Prior Period and 545.31 2,243.19 Extraordinary Items

Less: Interest 0.09 0.07

Less: Depreciation 12.37 11.75

Profit before Tax, Prior Period and Extraordinary Items 532.85 2,231.37

Add: Prior Period Adjustments - 193.44

Less: Extraordinary Items _ 75.03

Profit before Tax 532.85 2,349.78

Less: Provision for Tax (Incl. Wealth Tax) 192.00 891.51

Tax for earlier years - 32.37

Provision for Deferred Tax (0.57) (27.82)

Net Profit after Tax 341.42 1,453.72

Balance brought forward from previous year 3,609.60 3,217.49

Amount available for Appropriation 3,951.02 4,671.21

Appropriations

Proposed Dividend on Equity Shares 74.78 224.35

Taxon Dividend 12.42 37.26

Transfer to General Reserve 100.00 800.00

Balance carried forward 3,763.82 3,609.60

DIVIDEND

The Directors are pleased to recommend for approval of the Members the payment of dividend of Rs.2.50/- per share (i.e.25%) on 29,91,382 Equity Shares of Rs.10/-each of the Company for the year ended 31st March, 2011. The total cash outflow on account of equity dividend payment, including dividend distribution tax would be Rs.87.20 lacs for the financial year 2010-11.

OPERATIONS

Your Company has reported total income of Rs.901.01 lacs and the net profit of Rs.341.42 lacs during the year ended 31 st March, 2011.

SUBSIDIARY COMPANY

During the year under review, the Company has acquired 100% shares of Simplex Renewable Resources Private Limited (SRRPL) and hence SRRPL became wholly owned subsidiary of the Company. Simplex Renewable Resources Private Limited was incorporated on 13th April, 2010, and engaged in renewable energy business.

A Statement pursuant to Section 212 of the Companies Act, 1956 relating to the Subsidiary Company is attached to the accounts.

In terms of General Exemption under Section 212(8) of the Companies Act, 1956 granted by Ministry of Corporate Affairs vide Circular No.02/2011 dated 8th February, 2011 and in compliance with the conditions enlisted therein, the Audited Statement of Accounts and the Auditors Report thereon for the financial year ended 31st March, 2011 along with the Report of the Board of Directors of the Companys Subsidiary have not been annexed. The Annual Accounts and related documents of the Subsidiary Company shall be kept open for inspection at the Registered Office of the Company. The Company shall also make available these documents upon request by any member of the Company interested in obtaining the same. However, as directed by the said Circular, the financial data of the subsidiary have been furnished under Subsidiary Companys Particulars forming part of the Annual Report. Further, pursuant to Accounting Standard AS-21 issued by The Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company in this Annual Report includes the financial information of its subsidiary.

NEW PROJECT

The Company is undertaking development of a Residential cum Commercial Complex in western suburb of Mumbai jointly with the land owner on a revenue sharing basis. The Company has obtained Intimation of Disapproval (IOD) for the project from the concerned authority. Plans have been approved by Municipal Corporation of Greater Mumbai and Commencement Certificate is awaited.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

At the Board Meeting held on 14th May, 2011, Shri Nandan Damani was re-appointed as Managing Director of the Company for a period of 3 years with effect from 29th June, 2011 on the terms and conditions in conformity with the provisions of Section 198, 309 and Schedule XIII of the Companies Act, 1956 and subject to the approval of the members in the ensuing Annual General Meeting.

Shri M. P. Jatia and Shri V. B. Haribhakti, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Director is disqualified under section 274 (1) (g) of the Companies Act, 1956.

The details of the Directors being recommended for re-appointment are contained in the accompanying notice of the ensuing Annual General Meeting.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are annexed hereto.

AUDITORS

M/s. Dayal and Lohia, Chartered Accountants, hold office as Statutory Auditors of the Company upto the conclusion of ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Company has received a letter from M/s. Dayal and Lohia, Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224 (1B) of the Companies Act, 1956, if appointed.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors Certificate is annexed and forms part of this Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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, 2011 and of the profit of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

STOCKEXCHANGE

The Companys equity shares are listed at Bombay Stock Exchange Ltd. (BSE) and the Annual Listing Fees for the year 2011-12 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the Companys business activities, the Directors have nothing to report u/s 217 (1)(e) ofthe Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report ofthe Board of Directors) Rules, 1988 with reference to Conservation of Energy & Technology Absorption.

Foreign Exchange Transactions: 2010-11 2009-10

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 1,78,901 1,47,800

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The Directors express their appreciation for the dedicated and sincere services rendered by the employees ofthe company.

For and on Behalf of the Board of Directors

Nandan Damani Chairman & Managing Director Mumbai, May 14,2011

---

Mar 31, 2010

The Directors are pleased to present their Annual Report, together with the Audited Accounts for the year ended 31 st March, 2010.

(Rs.in lacs) Current Year Previous Year ended ended 31.03.2010 31.03.2009 Rs. Rs.

Total Income 3,097.51 17,468.72

Profit before lnterest,Depreciation, Taxation,Prior Period and 2,243.19 10,870.20 Extraordinary Items

Less: Interest 0.07 1.20

Less: Depreciation 11.75 11.01

Net Profit beforeTax, Prior Period and Extraordinary Items for the year 2,231.37 10,857.99

Add: Prior Period Adjustments 193.44 1.34

Less: Extraordinary Items 75.03 1

Net Profit before Tax 2,349.78 10,859.33

Less: Provision for Tax (Incl. Fringe benefit Tax & Wealth Tax) 891.51 2,264.36

Tax for earlier years 32.37 12.28

Provision for Deferred Tax (27.82) 314.35

Net Profit afterTax 1,453.72 8,268.34

Balance brought forward from previous year 3,217.49 299.13

Amount available for Appropriation 4,671.21 8,567.47

Appropriations

Proposed Dividend on Equity Shares 224.35 299.14

Tax on Dividend 37.26 50.84

Transfer to General Reserve 800.00 5,000.00

Balance carried forward 3,609.60 3,217.49

DIVIDEND

The Directors are pleased to recommend for approval of the Members the payment of dividend of Rs.7.50 per share (i.e.75%) on 29,91,382 Equity Shares of Rs.10/- each of the Company for the year ended 31 st March, 2010. The total cash outflow on account of equity dividend payment, including dividend distribution tax would be Rs.261.61 lacs for the financial year 2009-10.

OPERATIONS

The total income of your Company was Rs. 3,097.51 lacs and the net profit of Rs.1,453.72 lacs for the year ended 31st March, 2010. For Towers "1 to 4" of the project "Planet Godrej", Occupation Certificates (OC) has already been received and possession has been given to the buyers. During the year, the Company has received Part OC (Ground + Podium + 39 Upper Floors) for "Tower 5" (Celesta) and handing over of possession to the buyers is in process.

NEW PROJECT

The Company is undertaking development of a Residential cum Commercial Complex in western suburb of Mumbai jointly with the land owner.

FIXED DEPOSITS

The Company has not accepted or renewed any fixed deposits during the year.

DIRECTORS

Smt. Anna Malhotra and Shri S. K. Somany, Directors of the Company who retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for re-appointment.

None of the Directors is disqualified under section 274 (1) (g) of the Companies Act, 1956.

COMPANY SECRETARY

Shri Asish Narayan, a member of The Institute of Company Secretaries of India (ICSI), has been appointed as Company Secretary of the Company with effect from 13th July, 2009 following the retirement of Shri R. L. Saboo.

PARTICULARS OF EMPLOYEES

Information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules, 1975 are annexed hereto.

AUDITORS

M/s.Dayal and Lohia, Chartered Accountants, hold office as statutory Auditors of the Company upto the conclusion of the ensuing Annual General Meeting of the Company and are eligible for re-appointment. The Company has received a letter from M/s.Dayal and Lohia, Chartered Accountants expressing their willingness and eligibility to act as Statutory Auditors of the Company under Section 224 (1B) of the Companies Act, 1956, if appointed.

CORPORATE GOVERNANCE

The Company has complied with the mandatory provisions of Corporate Governance as stipulated in the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance alongwith the requisite Auditors Certificate is annexed and forms part of this Annual Report.

DIRECTORSRESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies Act, 1956, on the basis of information placed before them, the Directors state that:

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(ii) appropriate accounting policies have been selected and applied consistently, and the judgments and estimates that have been made 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, 2010 and of the profit of the Company for the said period;

(iii) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities;

(iv) the annual accounts have been prepared on a going concern basis.

STOCKEXCHANGE

The Companys equity shares are listed at Bombay Stock Exchange Ltd. and the Annual Listing Fees for the year 2010-11 has been paid.

PARTICULARS OF CONSERVATION OF ENERGY & TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO

Considering the Companys business activities, the Directors have nothing to report u/s 217 (1 )(e) of the Companies Act, 1956 read with Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988 with reference to Conservation of Energy & Technology Absorption.

Foreign Exchange Transactions: 2009-10 2008-09

Foreign Exchange Earnings (Rs.) Nil Nil

Foreign Exchange Outgo (Rs.) 1,47,800/- 66,750/-

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for the assistance and support extended by all government authorities, financial institutions, banks, consultants, solicitors and shareholders of the company. The Directors express their appreciation forthe dedicated and sincere services rendered by the employees of the company.

For and on Behalf of the Board of Directors

Nandan Damani

Chairman & Managing Director Mumbai, May 21, 2010