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Directors Report of Simmonds Marshall Ltd.

Mar 31, 2015

Dear Members,

The Directors have great pleasure in presenting their 55th Annual Report together with the Audited Accounts for the year ended March 31,2015.

(Rs. in lacs)

Particulars Year ended Year ended 31.03.2015 31.03.2014

Turnover 13359.93 10314.10

Profit for the year 1108.81 694.93

Less: Provisions for Tax:

Current Tax 400.44 217.00

Deferred Tax (0.83) 39.31

Previous Years Tax Adjustment (3.44) -

Add: Profit brought forward from 2831.53 2514.37 the Previous year

Less: Provision for Tax on Dividend 11.40 9.52

Less: Transfer to Special Reserve 50.00 56.00

Less: Depreciation written off 20.51 -

Less: Transfer to Reserves & Surplus 3406.26 2831.47

Leaving a balance of 56.00 56.00

OPERATIONAL REVIEW:

The turnover during the year increased to Rs.13359.93 lacs against Rs. 10314.10 lacs in the previous year; registering an impressive increase of 29.53% and the profitability has risen from Rs.694.93 lacs to Rs.1108.81 lacs registering an impressive increase of 59.55%.

During the year, the weakness of rupee against USD continued to put inflationary pressures. In spite of this, your Company has been able to improve its performance.

DIVIDEND:

Your Directors recommend payment of Dividend of 25% on Equity Shares.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity share Capital, as at 31st March, 2015 was Rs. 2,24,00,000 /- divided into 1,12,00,000 Equity shares, having face value of Rs. 2/- each fully paid up. During the year under review, the Company has not issued any shares with differential voting rights nor granted any stock neither options nor sweat equity.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary but has an Associate Company.

RESEARCH & DEVELOPMENT:

The R&D department of the Company has been arduously working to provide quality and value for money to the customer in keeping with market trends.

EXPORTS:

During the year under review, the Company exported goods worth F.O.B. Rs. 1930.20 lacs against Rs. 739.27 lacs in the previous year registering an impressive increase of 161.09%. This is mainly due to the effort put in by the Company to improve their performance on export front. The Company hopes to do even better on this front in the future.

BOARD OF DIRECTORS:

In accordance with the provisions of Section 152 of the Companies Act 2013 and the Articles of Association of the Company, Mr. Imran M. Panju, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mrs. Amrita Chowdhury was appointed as an additional Director at the Board Meeting held on 30.03.2015. Necessary resolution is placed for her regular appointment at the forthcoming Annual General Meeting.

All Independent Directors have given declarations that they meet criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 134 of the Companies Act, 2013, your Director's report that:

i. In the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departure, if any.

ii. The Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit and loss of the company for that period.

iii. The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv. The Directors had prepared the annual accounts on a going concern basis.

v. The Directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi. The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

KEY MANAGERIAL PERSONNEL:

During the year under review, the Company has appointed the following persons as the Key Managerial Personnel.

Sr. No. Name of the Person Designation

1. Mr. Navroze Shiamak Marshall Managing Director

2. Mr. Noshir Darabshaw Bharucha Chief Financial Officer

3. Ms. Priya Shetty Company Secretary

BOARD EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an evaluation after taking into consideration various aspects of the Board's functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, remuneration, obligations and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors in their meeting held on 30th March, 2015. The Board of Directors expressed their satisfaction with the evaluation process.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2014-15 forms a part of the Corporate Governance Report.

AUDIT COMMITTEE:

In accordance with the provisions of the Listing Agreement and Corporate Governance, the Company has constituted an Audit Committee comprising of Independent Directors. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board. The details of the terms of audit committee and other details are explained in the Corporate Governance Report.

REMUNERATION & NOMINATION POLICY:

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The policy lays down the criteria for selection and appointment of Board Members. The details of the policy are explained in the Corporate Governance Report.

VIGIL MECHANISM/WHISTLE BLOWER POLICY:

The Company has a Vigil Mechanism / Whistle Blower policy to report genuine concerns, grievances, frauds and mismanagements, if any. The Vigil Mechanism /Whistle Blower policy has been posted on the website of the Company (www.simmondsmarshall.com)

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business and that the provisions of Section 188 of the Companies Act, 2013 are not attracted.

The disclosure in Form AOC-2 is given as per Annexure'A'. Further, there are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

All related party transactions are placed before the Audit Committee and also before the Board for their approval in accordance with the Policy on Related Party Transactions formulated by the Board of Directors of the Company and has been posted on the website of the Company (www.simmondsmarshall.com). Omnibus approval was obtained on quarterly basis for transactions which are of repetitive nature.

FIXED DEPOSITS:

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

There is no loan given, investment made, guarantee given or security provided by the Company to any entity covered under Section 186 of Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

During the year the Company has constituted a "Corporate Social Responsibility" (CSR) Committee. As part of its initiatives under CSR, the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to the registered trust which is undertaking these schemes. The company has also undertaken schemes of distributing food to the poor directly as part of the CSR initiative.

The Annual Report on CSR activities is annexed herewith as Annexure'B'.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators or Courts that would impact the going status of the Company and its future operations.

EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT-9, as required under Section 92 of the Companies Act, 2013, is included in this Report as Annexure 'C'and forms an integral part of this Report.

DEPOSITORY SERVICES:

The Company's Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services (India) Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialized form in either of the two Depositories. The Company has been allotted ISIN No. INE657D01021.

Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

CODE OF CONDUCT:

Your Company is committed to conducting its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors, Senior Management Personnel and Employees of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity. The Code has been posted on the Company's website (www.simmondsmarshall.com).

All the Board Members and Senior Management Personnel have confirmed compliance with the Code.

STATUTORY AUDITORS:

M/s. SHR & Co., Chartered Accountants, (Firm Registration No. 120491W) were appointed as the Statutory Auditors of the Company at the AGM held on 23rd September, 2014 to hold office until the conclusion of the third consecutive AGM, are recommended for ratification of appointment for the Financial Year 2015-16. As required under the provisions of Section 139 of the Companies Act, 2013, the Company has obtained written confirmation from M/s. SHR & Co. that their appointment, if made, would be in conformity with the limits specified in the said Section.

COST AUDIT:

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your company has been carrying out audit of the cost records of the Company every year.

The Board of Directors, on the recommendation of the Audit Committee, has appointed M/s. Joshi Apte & Associates, Cost Accountants as the Cost Auditors to audit the accounts of the Company for the Financial Year 2015-16 at a remuneration of Rs. 1,80,000 /- plus service tax as applicable and reimbursement of out of pocket expenses. As required under the Companies Act, 2013, a resolution seeking member's approval for remuneration payable to the Cost Auditor forms part of the Notice convening the Annual General Meeting.

SECRETARIAL AUDIT:

Pursuant to provisions of Section 204 of the Companies Act, 2013 and the Rules made thereunder, the company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as Annexure'D'and forms an integral part to this Report.

AUDITOR'S / SECRETARIAL AUDITOR'S OBSERVATIONS:

The observations of the auditors contained in their Report have been adequately dealt with in the Notes to the Accounts which are self-explanatory and, therefore, do not call for any further comments

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. The scope and authority of the Internal Audit function is defined by the Audit Committee. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board /and to the Chairman & Managing Director.

The Internal Audit Department monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

Based on the report of internal audit function, the Company undertakes corrective action in their respective areas and thereby strengthens the controls. Significant audit observations and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

ENVIRONMENT & ENERGY CONSERVATION:

Efforts for control of Environment and Conservation of energy are an on-going process in your Company. As required by the Company's (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relevant data pertaining to conservation of energy, technology, absorption and Foreign Exchange Earnings and Outgo are given in the prescribed format as per Annexure to this Report.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by the Securities and Exchange Board of India's Corporate Governance practices and have implemented all the stipulations prescribed. The Company has implemented several best corporate governance practices.

The Corporate Governance and Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexures, together with the Certificate from the Auditors of the Company regarding compliance with the requirements of Corporate Governance as stipulated in Clause 49 of the Listing Agreement.

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

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Companies Act, 2013, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is given in Annexure 'E' to this Report.

SEXUAL HARASSMENT:

The Company has constituted an Internal Complaint Committee as required under Section 4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules made thereunder. During the year under review, no complaints were reported.

ENVIRONMENT AND SAFETY:

The Company is aware of the importance of environmentally clean and safe operations. The Company's policy requires conduct of operations in such a manner, so as to ensure safety of all concerned, compliances, environmental regulations and preservation of natural resources at the Plant.

RISK MANAGEMENT POLICY:

During the year, your Directors have constituted a Risk Management Committee which has been entrusted with the responsibility to assist the Board (a) to ensure that all the current and future material risk exposures of the Company are identified, assessed, quantified, appropriately mitigated, minimized and managed i.e. to ensure adequate systems for risk management (b) to establish a framework for the company's risk management process and to ensure its implementation (c) to enable compliance with appropriate regulations, wherever applicable, through the adoption of best practices and (d) to assure business growth with financial stability.

A Risk Management Policy was reviewed and approved by the Committee.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are not applicable to the company as the company has no employee drawing salary as per the limits laid down in the section.

LISTING:

The Company's Shares are listed on BSE Limited, Mumbai.

APPRECIATION:

Your Directors would like to express their sincere appreciation to the company's Shareholders, Vendors and Stakeholders including Banks, Government authorities, other business associates, who have extended their valuable sustained support and encouragement during the year under review. Your Directors also wish to place on record their appreciation for impressive growth achieved through the competence, hard work, solidarity, cooperation and support of employees at all levels.

By order of the Board of Directors For Simmonds Marshall Limited

Registered Office: S. J. MARSHALL Mumbai - Pune Road, (DIN: 00085682) Kasarwadi, Pune 411 034 CHAIRMAN

May 29,2015


Mar 31, 2014

Dear Members,

The Directors have great pleasure in presenting their 54th Annual Report together with the Audited accounts for the year ended March 31, 2014.

( in lacs)

Particulars Year ended Year ended 31.03.2014 31.03.2013

Turnover 10314.10 9034.36

Profit for the year 694.93 517.89

Less: Provisions for Tax :

Current Tax 217.00 116.50

Deferred Tax 39.31 46.68

Previous Years Tax Adjustment -- 9.13

Add: Profit brought forward from the Previous year 2514.37 2289.26

Less: Provision for Tax on Dividend 9.52 9.52

Less: Transfer to Special Reserve 56.00 55.00

Less: Transfer to Reserves & Surplus 2831.47 2514.32

Leaving a balance of 56.00 56.00

Your Directors recommend payment of Dividend of 25% on Equity Shares.

OPERATIONS:

The turnover during the year increased to 10314.10 lacs against 9034.36 lacs in the previous year; registering an increase of 14.16% and the profitability has risen from 517.89 lacs to 694.93 lacs registering an increase of 34.18%.

During the year, the cost of input continued to increase and the weakness of rupee against USD continued to put inflationary pressures. Inspite of this, your Company has been able to improve its performance.

RESEARCH & DEVELOPMENT:

The R&D department of the Company has been arduously working to provide quality and value for money to the customer in keeping with market trends.

EXPORTS:

The Company is continuing its efforts to improve its export performance.

During the year under review, the Company exported goods worth F.O.B. 739.27 lacs against 568.73 lacs in the previous year registering an impressive increase of 30%. The Company hopes to do even better on this front in the future.

ENVIRONMENT & ENERGY CONSERVATION:

Efforts for control of Environment and Conservation of energy are an on-going process in your Company. As required by the Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relevant data pertaining to conservation of energy, technology, absorption and Foreign Exchange Earnings and Outgo are given in the prescribed format as per Annexure to this Report.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 from the public and the rules made there under.

BOARD OF DIRECTORS:

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. F. K. Banatwalla retires by rotation and being eligible offers himself for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

An analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Directors Report.

CORPORATE GOVERNANCE:

Your Company fully subscribes to the standards set out by the Securities And Exchange Board of India''s Corporate Governance practices and has ensured compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance together with Auditors'' Certificate on its compliance is included in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

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

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.

CODE OF CONDUCT:

The Company is committed to conduct its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

SECRETARIAL COMPLIANCE CERTIFICATE:

A certificate from the Practicing Company Secretary confirming the Secretarial Compliance is annexed hereto.

AUDITORS:

M/s. SHR & Co., Chartered Accountants, auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re-appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31, 2015 as set out in the Notice convening the Meeting.

AUDIT COMMITTEE:

In accordance with the provisions of the Companies Act, 1956 and Listing Agreement the Company has constituted an Audit Committee. The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialised form in either of the two Depositories. The Company has been allotted ISIN No. INE657D01021 Shareholders'' therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

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

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules 1988 are given as under.

Efficient use of energy in all form has been a consistent corporate trust in the Company. Better maintenance of equipments, improved operating practice and installation of most modern machinery has resulted in lot of saving in energy cost and consumption of raw materials.

A. CONSERVATION OF ENERGY:

The Company is consistently doing research in the field of saving energy by implementing new cost-effective ideas. Form for disclosure of particulars with respect of Consumption of Energy is enclosed herewith.

b. Consumption per unit of 680.42 691.85 production Electricity (KWH)/ Tonne

B. TECHNOLOGY ABSORPTION:

a) Research & Development

The Research & Development department of the Company has been arduously working to provide quality and value for money to the customer in keeping with market trends. Research and Development is being carried out in the following areas.

- Making design modifications in the products so as to simplify the manufacturing process and enhance productivity.

- Improvements to tool design.

- Up gradation of machines.

- Design and development of special machines required for increasing capacity.

- Development of equipment required for testing product reliability at various stages.

b) Technology absorption, adaptation and innovation.

Innovation and adaption of number of processes for manufacture of nuts is done to suit Original Equipment Manufacturer''s requirements in the Automobile sector. Methods of manufacture and productivity improvement are an on-going process.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earnings and expenditure appear at note nos. 39 and 40 to the accounts.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended.

LISTING:

Shares of the Company are listed at the Mumbai Stock Exchange.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

By order of the Board Simmonds Marshall Limited

S. J. MARSHALL CHAIRMAN

Registered Office: Mumbai - Pune Road Kasarwadi, Pune 411 034

Dated: May 30, 2014 Place: Mumbai


Mar 31, 2013

To, THE SHAREHOLDERS

The Directors have great pleasure in presenting their 53rd Annual Report together with the Audited accounts for the year ended March 31,2013.

(Rs.in lacs)

Particulars Year ended Year ended 31.03.2013 31.03.2013

Turnover 9034.36 9109.29

Profit for the year 517.89 1193.12

Less: Provisions for Tax:

Current Tax 116.50 350.00

Deferred Tax 46.68 46.81

Previous Years Tax Adjustment 9.13 13.33

Add: Profit brought forward from the Previous year 2289.26 1701.34

Less: Provision for Tax on Dividend 9.52 9.08

Less: Transfer to Special Reserve 55.00 130.00

Less: Transfer to Reserves & Surplus 2514.32 2289.24

Leaving a balance of 56.00 56.00

Your Directors recommend payment of Dividend of 25% on Equity Shares.

OPERATIONS:

The turnover during the year marginally reduced to Rs.9034.36 lacs against Rs.9109.29 lacs in the previous year; however the profit reduced due to pressure on margins from Rs. 1193.12 lacs to Rs.517.89 lacs.

During the year, there has been a dramatic change in the economic environment and the costs of input went up considerably. The weakening of rupee against the USD continued to put inflationary pressures on the economy. Inflation also remained at a fairly high level during the year. The compound effect resulted in pressure on margins.

The Company is continuing its efforts to improve on its performance.

RESEARCH & DEVELOPMENT:

The R&D department of the Company has been arduously working to provide quality and value for money to the customer in keeping with market trends.

ENVIRONMENT & ENERGY CONSERVATION:

Efforts for control of Environment and Conservation of energy are an on-going process in your Company. As required by the Company''s (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relevant data pertaining to conservation of energy, technology, absorption and Foreign Exchange Earnings and Outgo are given in the prescribed format as per Annexure to this Report.

FIXED DEPOSITS:

Your Company has not accepted any deposit within the meaning of section 58A of the Companies Act, 1956 from the public and the rules made there under.

BOARD OF DIRECTORS:

As per the provisions of the Companies Act, 1956 and in terms of the Articles of Association of the Company, Mr. C. B. Bambawale retires by rotation and being eligible offers himself for reappointment.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

An analysis of the Company''s performance is discussed in the Management Discussion and Analysis Report which forms part of this Directors Report.

CORPORATE GOVERNANCE:

Your Company fully subscribes to the standards set out by the Securities And Exchange Board of India''s Corporate Governance practices and has ensured compliance of the conditions of Corporate Governance stipulated in Clause 49 of the Listing Agreement with the Stock Exchange. A separate report on Corporate Governance together with Auditors''Certificate on its compliance is included in this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

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

i. In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departure.

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

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.

CODE OF CONDUCT:

The Company is committed to conduct its business in accordance with the applicable laws, rules and regulations and highest standards of business ethics. In recognition thereof, the Board of Directors has implemented a Code of Conduct for adherence by the Directors and Senior Management Personnel of the Company. This will help in dealing with ethical issues and also foster a culture of accountability and integrity.

SECRETARIAL COMPLIANCE CERTIFICATE:

A certificate from the Practicing Company Secretary confirming the Secretarial Compliance is annexed hereto.

AUDITORS:

M/s. SHR & Co., Chartered Accountants, auditors of the Company are retiring at the ensuing Annual General Meeting. They are eligible for re-appointment and have expressed their willingness to act as auditors, if re- appointed. The Company has received a certificate from them that they are qualified under section 224 (1) of the Companies Act, 1956, for appointment as Auditors of the Company. Members are requested to consider their appointment at a remuneration to be decided by the Board of Directors for the financial year ending March 31,2014 as set out in the Notice convening the Meeting.

AUDIT COMMITTEE:

In accordance with the provisions of the Companies Act, 1956 and Listing Agreement the Company has constituted an Audit Committee.The Audit Committee acts in accordance with the terms of reference specified from time to time by the Board.

DEPOSITORY SERVICES:

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and also the Central Depository Services Limited (CDSL). As a result the investors have an option to hold the shares of the Company in a dematerialised form in either of the two Depositories. The Company has been allotted ISIN No. INE657D01021

Shareholders''therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants [DPs] with whom they have their Demat Accounts for getting their holdings in electronic form.

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

The information pursuant to section 217 (I) (e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 are given as under.

Efficient use of energy in all form has been a consistent corporate trust in the Company. Better maintenance of equipments, improved operating practice and installation of most modern machinery has resulted in lot of saving in energy cost and consumption of raw materials.

A. CONSERVATION OF ENERGY:

The Company is consistently doing research in the field of saving energy by implementing new cost-effective ideas. Form for disclosure of particulars with respect of Consumption of Energy is enclosed herewith.

B. TECHNOLOGY ABSORPTION:

a) Research & Development

The Research & Development department of the Company has been arduously working to provide qualityand valueformoneyto the customerin keeping with markettrends.Researchand Development is being carried out in the following areas.

Making design modifications in the products so as to simplify the manufacturing process and enhance productivity.

Improvements to tool design.

Up gradation of machines.

Design and development of special machines required for increasing capacity.

Development of equipment required for testing product reliability at various stages.

b) Technology absorption, adaptation and innovation.

Innovation and adaption of number of processes for manufacture of nuts is done to suit Original Equipment Manufacturer''s requirements in the Automobile sector. Methods of manufacture and productivity improvement are an on-going process.

C. FOREIGN EXCHANGE EARNED AND USED:

The particulars regarding foreign exchange earning and expenditure appear at note nos. 35 and 36 to the accounts.

PARTICULARS OF EMPLOYEES:

None of the employees of the Company came within the purview of the information required u/s. 217 (2A) of the Companies Act, 1956 read with the Companies (particulars of Employees) Rules, 1975 as amended.

LISTING:

Shares of the Company are listed at the Mumbai Stock Exchange.

SAFETY, ENVIRONMENTAL CONTROL AND PROTECTION:

The Company has taken all the necessary steps for safety and environmental control and protection at the plant.

ACKNOWLEDGMENT:

The Directors wish to convey their appreciation to the Company''s shareholders, customers, suppliers, bankers and distributors for the support they have given to the Company and the confidence, which they have reposed in its management and the employees for the commitment and dedication shown by them.

By order of the Board

Simmonds Marshall Limited

N. S. MARSHALL

MANAGING DIRECTOR

Registered Office:

Mumbai - Pune Road

Kasarwadi, Pune 411 034

Dated: May 30,2013

Place: Mumbai


Mar 31, 2011

TO THE MEMBERS OF SIMMONDS MARSHALL LIMITED.

The Directors have pleasure in presenting their FIFTY FIRST Report together with the Audited Accounts of the Company for the year ended 31st March, 2011.

FINANCIAL RESULTS

2009-10

Rupees Rupees

Profit for the year 12,75,48,217 6,97,49,457

Less: Provisions for Tax

Current Tax 4,23,00,000 2,35,00,000

Deferred Tax (6,144) 34,57,617

Add: Profit brought forward 10,53,03,775 7,15,50,214 from the Previous year

Less: Expenses relating to prior years 8,78,378 9,74,916

Less: Provision for Tax on Dividend 9,46,540 7,61,600

Less: Transfer to Special Reserve 1,30,00,000 53,00,000

Less: Transfer to Reserves & Surplus 17,01,33,218 10,53,03,775

Leaving a balance of 56,00,000 44,80,000

Your Directors recommend payment of Dividend of 25% on Equity Shares.

OPERATION:

The Indian Automotive Industry recorded highest ever sales in 2010-11 with all segments i.e. passenger cars, commercial vehicles and 2-wheelers showing strong growth. The Automotive Sector grew by 27% over the previous year.

This has made India the second fastest growing market after China. The commercial vehicle segment grew by a robust 33% this year and the 2 wheeler segment grew by 27% over last year. The Industry is expected to consolidate and grow overall by 15% in 2011-2012 and beyond. Your Company's growth and performance are inextricably linked with this segment of Industry and it is hoped that the situation will improve further and your Company will achieve still better results.

The turnover during the year showed a marked improvement and was Rs. 71,16,41,553/- against Rs. 48,11,41,028/- in the previous year, registering an increase of 47.90% and the profitability has risen from Rs.6,97,49,457/-to Rs.12,75,48,2171- registering an impressive increase of 82.86%.

EXPORTS:

The Company is continuing its efforts to improve its export performance.

During the year under review, the Company exported goods worth F.O.B. Rs. 6,45,28,112/-against Rs.2,59,22,452/ -in the previous year registering an impressive increase of 148.92%. The Company hopes to do even better on this front in the future.

ENVIRONMENT & ENERGY CONSERVATION:

Efforts for control of Environment and Conservation of energy is an on-going process in your Company. As required by the Company's (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relevant data pertaining to conservation of energy, technology, absorption and Foreign Exchange Earnings and Outgo are given in the prescribed format as per Annexure to this Report.

PARTICULARS OF EMPLOYEES:

Information pursuant to Section 217(2A) of the Companies Act, 1956 as amended by the Companies (Amendment) Act, 1988 read with the Companies (Particulars of Employees) Rules, 1975 form part of this Report. However, as per the provisions of section 219(1 )(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the aforesa'id information. Any Shareholder of the Company interested in obtaining a copy of the said statement may write to the Secretary & Chief Accountant, Apeejay Chambers, 5 Wallace Street, Fort, Mumbai400 001.

DIRECTORS:

Mr. Farokh K. Banatwalla retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

Mr. C. B. Bambawale retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

DIRECTORS' RESPONSIBILITY STATEMENT:

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

- in the preparation of the annual accounts, the applicable accounting standards have been followed;

- appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2011 and the profit and loss account for the year ended 31st March, 2011;

- proper and sufficient care has been taken for 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;

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

SECRETARIAL COMPLIANCE CERTIFICATE:

A certificate from the Practising Company Secretary confirming the Secretarial Compliance is annexed hereto.

AUDITORS:

M/s. SHR & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Auditors of the Company.

GREEN INITIATIVE:

Your Directors like to draw your attention to the recent Circular No.17/2011 dated 21.04.2011 and Circular No.18/2011 dated 29.04.2011 issued by the Ministry of Corporate Affairs allowing paperless compliances and also service of notice/ documents (including annual report) through electronic mode to its members. To support this green initiative of the Central Government in full measure, we hereby appeal and request to all those members who have not registered their e- mail addresses so far, to register their e- mail address in respect of electronic holdings with their concerned depository participants and / or with the Company.

ACKNOWLEDGEMENT:

The Directors wish to place on record the support received from its employees, banks, financial institutions, shareholders, customers and suppliers.

By the Order of the Board

N. S. MARSHALL Managing Director

Dated: July 30, 2011


Mar 31, 2010

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

FINANCIAL RESULTS

Rupees Rupees

Profit for the year 6,97,49,457 2,60,20,287

Less: Provisions for Tax

Current Tax 2,35,00,000 55,00,000

Fringe Benefit Tax - 4,00,000

Deferred Tax (Net) 9,79,381 34,57,617

Add: Profit brought forward 7,15,50,215 5,88,36,019 from the Previous year

Less: Expenses relating to prior years 9,74,916 -

Less: Provision for Tax on Dividend 7,61,600 4,28,274

Less: Transfer to Special Reserve 53,00,000 10,00,000

Less: Transfer to Reserves & Surplus 10,53,03,775 7,15,50,215

Leaving a balance of 44,80,000 25,20,000

Your Directors recommend payment of Dividend of 20% on Equity Shares.

OPERATION:

The Indian Automotive Industry recorded highest ever sales in 2009-1 0 with each segment i.e. passenger cars, commercial vehicles and 2-wheelers showing strong growth. The Automotive Sector grew by 25% over the previous year.

India is emerging as a small car hub in the Asia-Pacific region with most of the major global players setting up their manufacturing base in this country. The existing automobile manufacturers are also expanding their capacity. This development positively impacted OE Sales of the Company. Your Companys growth and performance are inextricably linked with this segment of Industry and it is hoped that the situation will improve further and your Company will achieve still better results.

The turnover during the year showed a marked improvement and was Rs. 48,11,41,028/-againstRs.32,68,37,935/- in the previous year, registering an increase of 47.21% and the profitability has risen from Rs.2,60,20,087/- to Rs.6,97,49,457/- registering an impressive increase of 1 68.06%.

EXPORTS:

The Company is continuing its efforts to improve its export performance.

During the year under review, the Company exported goods worth F.O.B. Rs. 2,59,22,452/-. The Company hopes to do much better on this front in the future.

ENVIRONMENT & ENERGY CONSERVATION:

Efforts for control of Environment and Conservation of energy is an on-going process in your Company. As required by the Companys (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 relevant data pertaining to conservation of energy, technology, absorption and Foreign Exchange Earnings and Outgo are given in the prescribed format as per Annexure to this Report.

PARTICULARS OF EMPLOYEES:

Information pursuantto Section 21 7(2A) of the Companies Act, 1 956 as amended by the Companies (Amendment) Act, 1988 read with the Companies (Particulars of Employees) Rules, 1 975 form part of this Report. However, as per the provisions of section 21 9(1)(b)(iv) of the Companies Act, 1956, the Report and Accounts are being sent to the Shareholders of the Company, excluding the aforesaid information. Any Shareholder of the Company interested in obtaining a copy of the said statement may write to the Secretary & Chief Accountant, Apeejay Chambers, 5 Wallace Street, Fort, Mumbai 400 001.

DIRECTORS:

Mr. S. C. Saran retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re- appointment.

Mr. C. B. Bambawale retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment.

DIRECTORS RESPONSIBILITY STATEMENT:

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

- In the preparation of the annual accounts, the applicable accounting standards have been followed;

- Appropriate accounting policies have been selected and applied consistently and judgements and estimates made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31s March, 2010 and the profit and loss account for the year ended 31stMarch, 2010;

- proper and sufficient care has been taken for maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1 956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

SECRETARIAL COMPLIANCE CERTIFICATE:

A certificate from the Practising Company Secretary confirming the Secretarial Compliance is annexed hereto.

AUDITORS:

M/s. SHR & Co., Chartered Accountants retire at the forthcoming Annual General Meeting and being eligible offer themselves for re-appointment as Auditors of the Company.

ACKNOWLEDGEMENT:

The Directors wish to place on record the support received from its employees, banks, financial institutions, shareholders, customers and suppliers.

By the Order of the Board

N.S. MARSHALL Managing Director

Dated: July 30, 2010

 
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