Directors Report of Simplex Trading & Agencies Ltd.

Mar 31, 2013

Dear Shareholders,

The Directors here by present the 32nd Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2013.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs.5243344. The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR ANIL CHANDULAL MISTRY Director of the Company is retires by rotation at the ensuing Annual General

Meeting and being eligible, offer himself for reappointment.

MR ANAND YASHVANTRAI BHATT and MR HARSHAD SHAMBHAJIROW TAWADE were appointed as additional directors of the Company with effect from 12.08.2013 and are eligible for re-appointment as directors of the Company at the forthcoming Annual General Meeting and whose period of office will be liable to retire by rotation.

MR NILANG PRAVINCHANDRA VAIDYA and MR ANKIT ASHOK SAVLA were ceased as a Director of the Company with effect from 12.08.2013 due to resignation. The management appreciated the services given by him during the tenure of the office as a Director.

AUDITORS AND AUDITORS'' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors'' in their Auditors'' Report and the Notes on Accounts referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

CHANGE OF REGISTRED OFFICE:

During the year under review, company in their EGM held on 02.05.2013 obtain approval of member for shifting of registered office form State of Maharashtra to State of Gujarat and made application to CLB for the approval.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors'' Certificate on its compliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company in not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS'' RESPONSIBILITY STATEMENT:

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

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care 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) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board

For, SIMPLEX TRADING AND AGENCIES LIMITED

PLACE: MUMBAI

DATE: 31.08.2013 Sd/-

(ANIL CHANDULAL MISTRY)

CHAIRMAN

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Mar 31, 2012

The Directors here by present the 31st Annual Report on business and operations of the Company together with the Audited statements of Accounts for the financial year ended on 31st March 2012.

REVIEW OF OPERATIONS:

During the year under review due to sluggish market condition and financial crisis company faces huge set back. So company not in position to generate any revenue from the operation but due to some fixed cost company posted Net Loss of Rs.619952. The management has taken measures as part of its continuous improvements to strengthen operations and viability.

DIVIDEND:

Your Directors have not declared any dividend during the year under review due to loss incurred.

FIXED DEPOSIT:

The Company has not accepted any deposit from the public pursuant to the provisions of Section 58A of the Companies Act, 1956.

DIRECTORS:

MR ANIL CHANDULAL MISTRY Director of the Company is retires by rotation at the ensuing Annual General Meeting and being eligible, offer himself for reappointment.

MR NILANG PRAVINCHANDRA VAIDYA and MR ANKIT ASHOK SAVLA were appointed as additional directors of the Company with effect from 09.02.2012 and are eligible for re-appointment as directors of the Company at the forthcoming Annual General Meeting and whose period of office will be liable to retire by rotation.

MR HARLEEN SINGH KATHURIA and MR GOVINDBHAI SENMA were ceased as a Director of the Company with effect from 09.02.2012 due to resignation. The management appreciated the services given by him during the tenure of the office as a Director.

AUDITORS AND AUDITORS' REPORT:

M/s. Y. D. & Co., Chartered Accountants, Ludhiana, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment.

The observations made by the Auditors' in their Auditors' Report and the Notes on Accounts referred to in the Auditors' Report are self-explanatory and do not call for any further comments.

CHANGE OF REGISTRED OFFICE:

During the year under review, company in their EGM held on 27.04.2012 obtain approval of member for shifting of registered office form State of Maharashtra to State of Gujarat and make application to CLB for the approval.

SECRETARIAL COMPLIANCE CERTIFICATE:

In accordance with the Section 383A of the Companies Act, 1956 and Companies (Appointment and Qualifications of Secretary) Amendment Rules, 2009, the Company has obtained a certificate from a secretary in whole-time practice confirming that the Company has complied with the provisions of the Companies Act, 1956 and a copy of such certificate is annexed to this report.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management Discussion and Analysis forms part of the Annual Report to the shareholders and it includes discussion on matters as required under the provisions of Clause 49 of the listing agreement forming part of this report is annexed herewith. The Audit Committee of the Company has regularly reviewed internal Control System of the company.

CORPORATE GOVERNANCE REPORT:

Your Company has complied with the requirements of Clause 49 of the Listing Agreement on Corporate Governance. Pursuant to Clause 49 of the Listing Agreement with the Stock Exchanges, Report on Corporate Governance along with the Auditors' Certificate on its compliance is annexed separately to this Annual Report.

PARTICULARS OF EMPLOYEES:

The statement showing particulars of employees under section 217(2A) of the Companies Act, 1956, read with the companies (Particulars of Employees) Rules, 1975, as amended, is not required to be given as there were no employees coming within the purview of this section.

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

The details of conservation of energy, technology absorption etc. as required to be given under Section 217(1)(e) of the Companies Act 1956, are not applicable to our Company, as our Company in not engage in manufacturing activities.

The foreign exchange earning on account of the operation of the Company during the year was Rs. Nil.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

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

ii) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

iii) the Directors have taken proper and sufficient care 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) Directors have prepared the accounts on a "going concern basis".

ACKNOWLEDGEMENT:

Your Directors would like to express their sincere appreciation for the assistance and co-operation received from the Banks, Government Authorities, Customers, and Shareholders during the year. Your directors also wish to take on record their deep sense of appreciation for the committed services of the employees at all levels, which has made our Company successful in the business.

For and on Behalf of the Board For, SIMPLEX TRADING AND AGENCIES LIMITED PLACE: MUMBAI DATE : 03.08.2012 (ANIL CHANDULAL MISTRY) CHAIRMAN

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Mar 31, 2010

The Directors have pleasure in presenting the 29th Annual Report of the Company together with the Audited Accounts for the year ended 31st March, 2010.

FINANCIAL RESULTS:

(in Rs.)

PARTICULARS 2009-2010 2008-2009

Profit/(Loss) Before Tax (4,65,814) 1,78,240

Less: Provision for Income Tax 9,211 19,460

Deferred Tax 0 18,611

Profit/(Loss) for the year after Taxation (4,75,025) 1,40,170

Add/(Less) prior year’s tax adjustment 0 2,99,671

TOTAL (4,75,025) 4,39,841

Balance Brought Forward 1,65,14,928 1,60,75,087

Balance available for appropriation 1,60,39,903 1,65,14,928

Surplus/(deficit) carried to Balance Sheet 1,60,39,903 1,65,14,928

OPERATIONS:

During the year under review the company has incurred net Loss of Rs.4,75,025/- against the Profit Rs.4,39,841/- during the previous year. Your Directors expects the company will achieve growth in the coming years.

DIVIDEND:

Directors do not recommend any dividend on equity shares of the company.

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration in accordance with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules 1975 as amended.

DIRECTOR:

Mr. Anil Chandulal Mistry, Director of the company will retire at the forthcoming annual general meeting of the company, and being eligible, offer them for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the companies Act 1956 your director confirms that in the preparation of the annual accounts:

1) The applicable accounting standards have been followed along with proper explanation relating to material departures.

2) Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit/loss of the company for that period.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANG:

As required under rule 3 of the companies (Disclosure of Particulars in the report of board of directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

LISTING AGREEMENT:

The securities of the company are listed with the Stock Exchange, Mumbai. The company has paid the annual listing fees.

APPOINTMENT OF AUDITORS:

M/s. Arvind A. Thakkar, retiring auditor has offer themselves eligible to be appointed as the Auditor of the company for the financial year 2010-2011 and holds office from the conclusion of this meeting until the conclusion of next annual General Meeting of the company. Members are requested to appoint them as auditors of the company and fix their remuneration.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2010 which is self-explanatory and needs no comments.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors, for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Directors

Place : Mumbai Sd/-

Date : 04/09/2010. Director

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Mar 31, 2009

The Directors have pleasure in presenting the 28th Annual Report of the Company together with the Audited Accounts for the year ended on 31st March, 2009.

FINANCIAL RESULTS: (Rs. in Lacs)

PARTICULARS 2008-2009 2007-2008

Profit/(Loss) Before Tax 178240 104081

Less: Provision for Income Tax 19460 11000

Deferred Tax 18611 0

Profit/(Loss) for the year after Taxation 140170 93081

Add/(Less) prior years tax adjustment 299671 (34442)

439841 58639

Balance Brought Forward 16075087 16367433

Balance available for appropriation 16514928 16426072

Less: Appropriations:

1. Proposed Dividend 0 300000

2. Corporate Tax on Dividend 0 50985

Surplus/(deficit) carried to Balance Sheet 16514928 16075087

TOTAL 16514928 16426072

OPERATIONS:

During the year under review the net profit of the company is Rs.140170/- against Rs.93081/- during the previous year. Your Directors expect that your company will achieve significant growth in the coming years.

DIVIDEND:

Directors do not recommend any dividend on equity shares of the company.

PREFERENTIAL ISSUE:

Your Directors have recommended to issue 25,00,000 Equity shares on Preferential basis necessary approval is being sought from the members at this Annual General Meeting. With this Preferential issue, the paid up capital of the company will be increased to Rs.5,00,00,000 divided into 50,00,000 equity shares of Rs.10/- each.

INCREASE IN AUTHORISED SHARE CAPITAL:

Since, the present authorized share capital of the Company is not sufficient for the purpose of Preferential issue; therefore, permission of the members is being sought at this Annual General Meeting for increase of Authoi zed Share Capital of the Company to Rs.5,00,00,000 divided into 50,00,000 equity shares of Rs.10/ - each. By addition of Rs 2,50,00,000 divided into 25,00,000 equity shares of Rs.10A each

PARTICULARS OF EMPLOYEES:

There is no employee having remuneration in accordance with the provisions of section 217(2A) of the companies Act 1956 read with the companies (Particulars of employee) Rules 1975 as amended.

DIRECTOR:

Mr. Ashok Hiralal Shah, Director of the company will retire at the forthcoming annual general meeting of the company, and being eligible, offer them for re-appointment.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the companies Act 1956 your director confirms that in the preparation of the annual accounts:

1) The applicable accounting standards have been followed along with proper explanation relating to material departures.

2) Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, so as to give a true and fair view of the state of affairs of the company at the end of the financial year and the profit/loss of the company for that period.

3) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

4) The annual accounts have been prepared on a going concern basis. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANG:

As required under rule 3 of the companies (Disclosure of Particulars in the report of board of directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

LISTING AGREEMENT:

The securities of the company are listed with the Stock Exchange, Mumbai. The company has paid the annual listing fees.

APPOINTMENT OF AUDITORS:

M/s. Arvind A. Thakkar, retiring auditor has offer themselves eligible to be appointed as the Auditor of the company for the financial year 2009-2010 and holds office from the conclusion of this meeting until the conclusion of next annual General Meeting of the company. Members are requested to appoint them as auditors of the company and fix their remuneration.

The Statutory Auditors of the Company have submitted auditors report on the accounts of the Company for the accounting year ended 31st March, 2009 which is self-explanatory and needs no comments.

ACKNOWLEDGEMENT:

The management is grateful to the government authorities, Bankers, Vendors, for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Directors

Place: Mumbai Ashok H. Shah

Date : 28/08/2009 Director

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Mar 31, 2002

The Directors have pleasure in presenting the Twenty First Annuai Report together with the Audited Accounts for the year ended 31st March 2002.

FINANCIAL RESULTS:

2001-2002 2000-2001

Profit / (Loss) Before Tax (18,34,528) 5,83,365

Less: Porvision for Income Tax 12,290 Nil

Provision for Wealth Tax 22,957 14,600

Profit/(Loss) for the year after Taxation (18,69,775) 5,68,765

Balance of Profit Brought forward from last year 1,11,930 3,08,165

Transfer from General Reserve 18,82,845 Nil

Balance available for appropriation 1,25,000 8,76,930

Less: Appropriations:

A) Transfer to General Reserve Nil 1,00,000

B) Transfer to Statutory Reserve Nil 1,14,000

C) Proposed Dividend 1,25,000 5,00,000

D) Corporate Tax on Dividend - 55,000

E) Surplus (deficit) carried to Balance Sheet Nil 1,11,930

Total: 1,25,000 8,76,930

DIVIDEND

Your Directors reecommend payment of dividend at the rate of Rs. 0. 25/- per share. Dividend is paid out of reserve in view of loss incurred by the Company during the year. Dividend payment is subject to deduction of Tax at Source.

DEPOSITS

The Company has not accepted any deposits from the public covered under Section 58A of the Companies Act, 1956 and Companies (Acceptance of Deposits) Rules 1975 and NBFC (Acceptance of Deposit) Directions of RBI.

PARTICULARS OF EMPLOYEES

The Company did not have in its employment any employee whose remuneration in the aggregate was not less than Rs. 24,00,000/- during the year ended 31st march, 2002 or who were in receipt of remuneration at the rate of not less than Rs. 2,00,000/- per month.

DIRECTORS

Shri O. D. Purohit & Shri R. S. Sharma retire by rotation and being eligible offer themselves for re- appointment.

RESPONSIBILITY STATEMENT OF THE BOARD OF DIRECTORS

The directors responsibility statement setting out the compliance with the accounting and financial reporting requirements specified under Section 217 (2AA) of the Companies (Amendment) Act, 2000, in respect of the financial statements, is annexed to this report.

AUDITORS

M/s Khandelwal Jain & Co., Chartered Accountants Auditors of the Company, retire and being eligible offer themselves for re-appointment.

For and on behalf of the Board SIMPLEX TRADING & AGENCIES LTD.

(S.K.SOMANY) DIRECTOR

Registered Office:

81, Las Palmas 20, Little GibbsRoad MUMBAI 400006

Date: 24th June, 2002