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A Oneindia Venture

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Simmonds Marshall Ltd.

Mar 31, 2025

Your Directors have pleasure in presenting the 65^th (Sixty Fifth) Annual Report, together with the Audited
Financial Statements (Standalone & Consolidated) of the Company for the Financial Year ended March 31,2025.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except EPS)

Particulars	Standalone		Consolidated
Particulars	F.Y. 2024-25	F.Y. 2023-24	F.Y. 2024-25	F.Y. 2023-24
Total Revenue	19,402.88	17,810.37	20,838.78	19,322.75
Profit before Interest, Depreciation and Tax	2,527.89	1,841.22	2,543.22	1,858.51
Finance Cost	876.78	916.02	876.78	916.02
Depreciation & Amortization expenses	755.36	717.19	767.97	730.76
Profit Before Exceptional Items and Tax	895.75	208.01	898.47	211.73
Exceptional Items	-	133.85	-	110.22
Profit before Tax	895.75	341.86	898.47	321.95
Provision for - Current Tax
- Deferred Tax	-	-	2.64	3.64
Profit after Tax	895.75	341.86	895.83	318.31
Other Comprehensive Income (Net of tax)	(88.54)	11.26	(88.54)	11.26
Total Comprehensive Income After Tax	807.21	353.12	807.29	337.65
Earnings Per Share	8.00	3.05	8.00	2.91

Notes: The above figures are extracted from the Audited Standalone and Consolidated Financial Statements as
per IND-AS.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Standalone Performance:

Total revenue for the year is Rs. 19,402.88 Lakhs as against Rs. 17,810.37 Lakhs in the previous year. The Company
has earned a profit of Rs. 807.21 Lakhs as against Rs. 353.12 Lakhs in the previous year.

Consolidated Performance:

Total revenue for the year is Rs. 20,838.78 Lakhs as against Rs. 19,322.75 Lakhs in the previous year. The Company
has earned a profit of Rs. 807.29 Lakhs as against Rs. 337.65 Lakhs in the previous year. Consolidated Financial
Statements includes the figures of Stud India (a Partnership firm), in which Company holds 99% stake also Stud
India is considered as subsidiary Company as per Indian Accounting Standard.

DIVIDEND:

During the Year under review, the Company has earned moderate profits but in view to conserve the liquidity
for future projects, your Board of Directors has considered it prudent not to recommend any dividend for the
Financial Year.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended March 31,2025.

EXPORTS:

During the year under review, the Company exported goods of FOB value of Rs. 2669.61 Lakhs as against Rs.
1611.91 Lakhs in the previous year.

PUBLIC DEPOSITS:

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

RESEARCH & DEVELOPMENT:

The Research & Development Department of the Company has been arduously working to provide quality and
value for money to the customer by keeping up with market trends.

CAPITAL STRUCTURE & LIQUIDITY:

(i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31, 2025 was Rs. 10,00,00,000/- (Rupees Ten
Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 2/- (Rupees Two only) each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital, as at March 31, 2025 was Rs. 2,24,00,000/- (Rupees Two Crores Twenty-
Four Lakhs) divided into 1,12,00,000 (One Crore Twelve Lakhs) Equity Shares, having face value of Rs. 2/-
(Rupees Two only) each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with
differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2025, none of the Directors of the Company hold instruments convertible into Equity
Shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company as per Section 186 of the Act which
are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with
Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing
Regulations) are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

COMPOSITION:

The Board of Directors includes Executive, Non-Executive and Independent Directors so as to ensure proper
governance and management. The Board consists of Six (6) Directors comprising of Two (2) Executive Directors,
one (1) Non-Executive Non-Independent Director and Three (3) Non-Executive- Independent Directors including
One (1) Independent Woman Director as on March 31,2025.

The Company has a Code of Conduct for Directors and senior management personnel. All the Directors and
senior management personnel have confirmed compliance with the said code.

RE-APPOINTMENTS:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company
Mr. Imran M. Panju,Whole-Time Director of the Company, retires by rotation and being eligible, has offered himself
for reappointment at the forthcoming Annual General Meeting. The Board recommends his re-appointment for
the consideration of the members of the Company at the Annual General Meeting. Brief profile of Mr. Imran M.
Panju has been given in the Notice convening the Annual General Meeting.

The Board of Directors on the recommendation of the Nomination and Remuneration Committee seek approval
of the shareholders for re-appointment of Mr. Navroze S. Marshall as Chairman & Managing Director and
Mr. Imran M. Panju as Whole Time Director of the Company for a period of 3(Three) Years w.e.f. April 1, 2026.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel as on March 31,
2025:

Sr. No.	Name of Personnel	Designation
1.	Mr. Navroze S. Marshall	Chairman and Managing Director & CEO
2.	Mr. Imran M. Panju	Whole time Director
3.	Mr. Dhruv Pandya	Chief Financial Officer (w.e.f. June 10, 2024)
4.	Ms. Surbhi Khandelwal	Company Secretary & Compliance Officer

RESIGNATION:

During the Financial Year under review, Mr. Vikash Verma resigned from the position of Chief Financial Officer,
effective from close of business hours on April 5, 2024. Subsequently, Mr. Dhruv Pandya was appointed as the
Chief Financial Officer of the Company, with effect from June 10, 2024.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to
meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the
Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV
of the Act and the Company''s Code of Conduct. There has been no change in the circumstances affecting their
status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation,
which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties
with an objective independent judgment and without any external influence and that they are independent of
the management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications,
experience and expertise in the fields of manufacturing, finance, people management, strategy, auditing, tax
and risk advisory services, financial services and they hold high standards of integrity. Regarding proficiency,
the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in
the data bank maintained with the Indian Institute of Corporate Affairs, (''IICA''). Accordingly, all the Independent
Directors of the Company have registered themselves with IICA for the said purpose.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the
same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and
experience to qualify as Independent Directors of the Company and are Independent of the Management.

During the year under review, the non-executive Directors of the Company had no pecuniary relationship or
transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them
for the purpose of attending meetings of the Board/Committee of the Company.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary, associate or joint venture as on March 31, 2025.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year
ended March 31, 2025 can be accessed on the website of the Company at https://simmondsmarshall.com/
investors/#tab-id-3

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies,
strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in
the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for
effective participation in the meetings.

The Board met 4 (Four) times during the Financial Year 2024-25. The meeting details are provided in the Corporate
Governance Report that forms a part of this Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has the
following Committees of the Board of Directors:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholders'' Relationship Committee

The details with respect to the composition, meetings, powers, roles, terms of reference, etc. of these Committees
are given in the ''Corporate Governance Report'' of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Act ("Act"), the
Board of Directors, to the best of its knowledge and belief and according to the information and explanations
obtained by it, hereby states that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed
along with proper explanation relating to material departures, if any'';

ii. that 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;

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Company has implemented a system of
evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis
of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing Regulations.
Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various
performance related 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 Board as a whole, Chairman and Executive Directors was also carried out by the Independent
Directors in their meeting held on February 12, 2025.

Similarly, the performance of various committees, individual Independent and Executive Directors were
evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like
engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and
individual Directors. The evaluation criteria are broadly based on the Guidance Note on Board Evaluation issued
by the Securities and Exchange Board of India on January 5, 2017.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Company has an appropriate and balanced mix of Executive, Non-Executive, and Independent Directors
to ensure the independence of the Board. This composition facilitates a clear separation between the Board''s
governance responsibilities and the Company''s management functions, thereby enhancing overall effectiveness
and accountability in decision-making. Details of the Nomination and Remuneration Committee are provided in
the Corporate Governance Report, which forms part of this Annual Report. The Company''s policy on Directors''
appointment and remuneration, including the criteria for determining qualifications, positive attributes,
independence of a Director, and other related matters as required under sub-section (3) of Section 178 of the
Companies Act, 2013, is available on the Company''s website at https://simmondsmarshall.com/investors/#tab-
id-10.

We affirm that the remuneration paid to the Directors is in accordance with the Nomination and Remuneration
Policy of the Company. The salient features of the policy include serving as a guideline for matters related to the
appointment and re-appointment of Directors, Key Managerial Personnel, and Senior Management Personnel;
providing guidelines for determining the qualifications, positive attributes, and independence of Directors; and
laying down the criteria for Board membership, among other provisions.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Company''s website
https://simmondsmarshall.com/investors/#tab-id-10. This policy deals with the review and approval of related
party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus
approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior
omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the
ordinary course of business and on an arm''s length basis. All related party transactions are placed before the
Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its
Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions
entered into by the Company with its related parties, during the year under review, were in ordinary course of
the business and on an arm''s length basis. There was no material related party transactions entered during the
Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as
required under Section 134(3)(h) of the Act in Form AOC 2. Members may refer to Note No. 41 of the financial
statements which sets out related party disclosures pursuant to IND-AS-24.

AUDITORS & AUDITOR''S REPORT:

a) Statutory Auditor

M/s. Lodha & Co. LLP, Chartered Accountants (ICAI Firm Registration Number 301051E) were appointed as
the Statutory Auditors of the Company at the 62^nd AGM held on September 21, 2022 to hold office from the
conclusion of the said meeting till the conclusion of the 67^th AGM to be held in the year 2027, in terms of
the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules,
2014.

Details of the remuneration paid to M/s. Lodha & Co. LLP, Chartered Accountants, Statutory Auditors,
during the financial year 2024-25 are disclosed in the Financial Statements of Company, which are part of
the Annual Report.

During the year, the Statutory Auditors have confirmed that they satisfy the independence criteria required
under Companies Act, 2013 and Code of Ethics issued by Institute of Chartered Accountants of India. The
Audit Committee reviews the independence and objectivity of the statutory auditors and the effectiveness
of the Audit process

The Report given by M/s. Lodha & Co. LLP, Chartered Accountants, on the financial statements of the
Company for the Financial Year 2024-25 is a part of the Annual Report. The report does not contain any
qualification, reservation and adverse remark or declaimer.

During the financial year under review, the Auditors did not report any matter under Section 143(12) of the
Companies Act 2013; consequently, no disclosure is required under Section 134(3)(ca) of the Companies
Act, 2013.

b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee
re-appointed M/s. Kirtane & Pandit LLP, Chartered Accountants (having Firm Registration Number:
105215W/W100057) as Internal Auditors of the Company for the Financial year 2025-26.

c) Secretarial Auditor

In compliance with Regulation 24A of the SEBI Listing Regulations, 2015 and Section 204 of the Companies
Act, 2013, the Board at its meeting held on August 12, 2025, based on recommendation of the Audit
Committee, has approved the appointment of M/s. GMJ & Associates, Company Secretaries, a peer
reviewed firm (Peer Review Certificate No.: 6140/2024) as Secretarial Auditors of the Company for a term
of five consecutive years commencing from financial year 2025-26 till financial year 2029-30, subject to
approval of the Members at the ensuing AGM.

Brief profile and other details of M/s. GMJ & Associates, Company Secretaries, are disclosed in the AGM
Notice approved by the Board. They have given their consent to act as Secretarial Auditors of the Company
and have confirmed their eligibility for the appointment. The Secretarial Auditors have confirmed that they
have subjected themselves to the peer review process of Institute of Company Secretaries of India (ICSI)
and hold valid certificate issued by the Peer Review Board of the ICSI.

The Secretarial Audit Report is annexed as "Annexure A" and forms an integral part of this report. The
report does not contain any qualifications, reservations, adverse remarks, or disclaimers.

During the financial year under review, the Secretarial Auditors did not report any matter under Section
143(12) of the Companies Act, 2013; therefore, no details are required to be disclosed under Section 134(3)
(ca) of the Companies Act, 2013.

d) Cost Auditor

The Company maintains cost records and conducts cost audits in compliance with the provisions of Section
148 of the Companies Act, 2013 and the Companies (Cost Records and Audit) Rules, 2014.

On the recommendation of the Audit Committee, the Board of Directors has re-appointed M/s. Joshi
Apte & Associates, Cost Accountants (Firm Registration No. 000240), as Cost Auditors to audit the cost
accounts of the Company for the financial year 2025-26. The Company has received their written consent
confirming that the appointment complies with the applicable provisions of the Companies Act, 2013 and
the rules framed thereunder. The Cost Auditors have confirmed their independence and that they are not
disqualified from being appointed as Cost Auditors of the Company under Section 141 of the Companies
Act, 2013.

The remuneration of the Cost Auditors has been approved by the Board of Directors based on the
recommendation of the Audit Committee and in accordance with the provisions of the Companies Act,
2013 and the applicable rules thereunder. The requisite resolution for ratification of the remuneration
payable to the Cost Auditors by the members has been included in the Notice convening the 65^th Annual
General Meeting of the Company. The Cost Audit Report for the financial year 2024 did not contain any
qualifications, reservations, adverse remarks, or disclaimers.

The Report of the Cost Auditors for the financial year ended March 31, 2025 is under finalization and shall
be filed with the Ministry of Corporate Affairs within the prescribed period.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per the Companies Act, 2013, all Companies having net worth of Rs. 500 crores or more, or turnover of
Rs. 1,000 crores or more or a net profit of Rs. 5 crores or more during immediately preceeding financial year shall
spend at least 2% of the average net profits of the Company''s three immediately preceeding financial years.

In this connection, we wish to inform you that as on last audited Financial Statements for the year ended 31^stMarch, 2024 neither the net worth exceeds Rs. 500 crores nor turnover exceed Rs. 1000 crores nor net profit
exceeding Rs. 5 crores therefore, the provisions of Companies Act 2013 regarding CSR are not applicable to the
Company. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules,
2014 is not required to be annexed.

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. The Code of Conduct deals with ethical issues and also fosters a culture of accountability and
integrity. The Code made in accordance with the requirements of the Listing Regulations has been posted on
the Company''s website https://simmondsmarshall.com/investors/#tab-id-1.

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

INTERNAL FINANCIAL CONTROLS:

The establishment of an effective corporate governance and internal control system is essential for sustainable
growth and long-term enhancement of corporate value. Accordingly, the Company continuously strives to
strengthen these structures, recognizing that a robust internal control framework serves as a key pillar of sound
corporate governance.

The scope of audit activities is broadly determined by the annual audit plan, which is approved by the top
management and the Audit Committee. The Internal Auditors conduct regular reviews of the internal systems
and procedures, and submit reports outlining their findings. They also monitor the implementation of corrective
actions to ensure the effectiveness and continual improvement of the internal control framework.

The Audit Committee of the Board of Directors periodically reviews the adequacy and effectiveness of the internal
financial control system of the Company. Based on its assessment, the Committee provides recommendations to
enhance and strengthen the internal control mechanisms, thereby ensuring reliability and integrity of financial
reporting and compliance with applicable laws and regulations.

Based on the internal financial control and compliance procedures established and maintained by the Company,
along with the work carried out by the internal auditors & statutory auditors including their audit of internal
financial controlsâand the reviews conducted by the management and the Audit Committee, the Board is of
the opinion that the Company''s internal financial controls were adequate and operating effectively during the
financial year 2024-25.

The Company has adopted comprehensive policies and procedures to ensure the orderly and efficient conduct of
its business operations. These encompass adherence to established policies, safeguarding of assets, prevention
and detection of fraud and errors, ensuring the accuracy and completeness of accounting records, and the
timely preparation of reliable financial disclosures.

RISK MANAGEMENT POLICY:

The Company has implemented a Risk Management Policy approved by the Board of Directors, which establishes
a comprehensive framework for identifying and assessing various risks, including operational, strategic, financial,
regulatory, and human resource risks. This policy ensures the development of adequate risk management
infrastructure to effectively address these risks. The Audit Committee oversees financial risks, controls, and cyber
security. Major risks identified across different business units and functions are systematically managed through
continuous mitigating actions. The risk management framework is regularly reviewed, with the Management
consistently monitoring its development and implementation. Furthermore, the Company has established a
robust internal audit function that systematically reviews and ensures the ongoing effectiveness of its internal
financial controls.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), and Regulation 22 of the SEBI Listing
Regulations, the Company is required to establish an effective Vigil Mechanism for directors and employees to
report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and
Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation
of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against
victimization of employees who avail of the mechanism and also provides for direct access to the Chairman
of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the
Audit Committee. During the year under review, the Company did not receive any complaints under the Vigil
Mechanism/Whistleblower Policy. The Whistle Blower Policy has been posted on the website of the Company
https://simmondsmarshall.com/investors/#tab-id-10.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013:

The Company has always believed in providing a safe and harassment-free workplace for every individual
working in the Company. The Company has complied with the applicable provisions of the aforesaid Act and
the Rules framed thereunder. The Company has in place an Anti-Sexual Harassment Policy in line with the

requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the same is available on the Company''s website at https://simmondsmarshall.com/investors/#tab-
id-10. All employees (permanent, contractual, temporary and trainees, etc.) are covered under this Policy.

Sl. No.	Particulars	Number of Complaints
1.	Number of complaints filed during the financial year	Nil
2.	Number of complaints disposed off during the financial year	Nil
3.	Number of complaints pending at the end of the financial year	Nil

MATERNITY BENEFIT ACT, 1961:

The Company ensures that all eligible women employees are provided with maternity benefits in accordance
with the Act, including but not limited to paid maternity leave, nursing breaks, and protection from dismissal
during maternity leave.

INVESTOR EDUCATION & PROTECTION FUND (IEPF) & NODAL OFFICER:

> Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer
and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred
by the Company to the IEPF established by the Government of India, after the completion of seven
years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the
shareholders for seven consecutive years or more shall also be transferred to the Demat account of IEPF
Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,57,045/-
in respect of Financial Year 2016-17.

> Further, Pursuant to provision 124(6) of the Act and IEPF Rules, during the financial year 2024-25, 14,600
Equity shares were transferred in respect of which dividend has not been claimed by the members for
the Financial Year 2016-17. Details of such shares transferred have been uploaded on the website of the
Company at https://simmondsmarshall.com/investors/#tab-id-12.

> Nodal Officer

The Company has appointed Ms. Surbhi Khandelwal, Company Secretary & Compliance Officer of the
Company as the Nodal Officer with effect from June 1, 2023, for the purpose of verification of claims filed
with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority. The Company has
appointed Mr. Jimmy B. Zaiwalla as the deputy nodal officer with effect from March 1, 2024. The said details
are also available on the website of the Company i.e. https://simmondsmarshall.com/investors/#tab-id-12.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a
written request to the Company at secretarial@simmondsmarshall.com or to the Company''s Registrar and
Transfer Agent MUFG Intime India Private Limited at rnt.helpdesk@in.mpms.mufg.com or at their address
at C- 101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the
requirements of Corporate Governance specified in SEBI Listing Regulations.

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate
Governance forms part of this Annual Report. Further, though for better readability and easy reference of
the Shareholders, a Certificate from the Secretarial Auditors of the Company confirming compliance with the
requirements of Corporate Governance as specified in SEBI Listing Regulations is provided together with the
Report on Corporate Governance, the same shall be considered to be an annexure to this Report.

Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate
Annexure.

HEALTH, SAFETY AND ENVIRONMENT:

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.

CHANGE IN THE NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the
end of the Financial Year to which this financial statement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR
TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which
impact the going concern status and the Company''s operations in future.

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.

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 Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is
appended as Annexure ''B'' and forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure ''C''
and forms an integral part of this Annual Report. Further, a statement showing the names and other particulars
of employees drawing remuneration in excess of the limits set out in the Rules 5(2) and 5(3) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in
terms of the first provision of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are
being sent to the members and others entitled thereto, excluding the aforesaid information. The said information
is available for inspection by the members at the Registered Office of the Company during business hours on
working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining
a copy thereof, such member may write to the Company secretary to email ID secretarial@simmondsmarshall.
com, whereupon a copy would be sent.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not
applicable to the Company for the financial year ending March 31, 2025.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND
BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF
THE FINANCIAL YEAR.

There were no proceedings, either initiated by the Company or against the Company, pending under the
Insolvency and Bankruptcy Code, 2016, before the National Company Law Tribunal or any other court.

THE 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.

No such transaction is done by the Company during the year under review.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has implemented an adequate system to ensure compliance with all applicable and mandatory
Secretarial Standards issued by the Institute of Company Secretaries of India, and the system is operating
effectively.

LISTING:

The Company''s Shares are listed on BSE Limited and the Company ensures timely payment of the requisite
listing fees to the stock exchange.

CREDIT RATING:

The particulars of the Credit Rating are detailed in the Corporate Governance Report, which forms part of this
Annual Report

APPRECIATION:

The Directors sincerely appreciate the assistance and co-operation extended by banks, government, customers,
vendors, and investors during the year under review. They also wish to express their gratitude for the efficient
and loyal services rendered by every employee, acknowledging that it is through their dedicated efforts that
the Company''s overall performance has been achieved. The Directors look forward to the long-term future with
confidence and deeply value the contributions made by every member of the Company.

For and on behalf of the Board of Directors,
SIMMONDS MARSHALL LIMITED

N.S. MARSHALL I. M. PANJU

PLACE: MUMBAI (DIN: 00085754) (DIN: 00121748)

DATE: AUGUST 12, 2025 CHAIRMAN & MANAGING DIRECTOR WHOLE TIME DIRECTOR

Mar 31, 2024

Simmonds Marshall Limited

Your Directors have pleasure in presenting the 64^th (Sixty Fourth) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2024. The consolidated performance of the Company and its Associate has been referred to wherever required.

FINANCIAL HIGHLIGHTS:
			(Rs. in Lakhs except EPS
Particulars	Standalone		Consolidated
Particulars	FY 2023-24	FY 2022-23	FY 2023-24	FY 2022-23
Total Revenue	17,810.37	17286.19	19,322.75	18763.58
Profit before Interest, Depreciation and Tax	1,841.22	1306.30	1,858.51	1325.87
Finance Cost	916.02	900.59	916.02	900.59
Depreciation & Amortization expenses	717.19	681.22	730.76	693.64
Profit/Loss Before Exceptional Items and Tax	208.01	(275.51)	211.73	(268.36)
Exceptional Items	133.85	-	110.22	-
Profit/Loss before Tax	341.86	(275.51)	321.95	(268.36)
Provision for - Current Tax
- Deferred Tax	-	-	3.64	(7.02)
Profit/Loss after Tax	341.86	(275.51)	318.31	(275.38)
Other Comprehensive Income (Net of tax)	11.26	39.38	11.26	39.38
Total Comprehensive Income After Tax	353.12	(236.13)	337.65	(231.36)
Earnings Per Share	3.05	(2.46)	2.91	(2.42)

Notes: The above figures are extracted from the Audited Standalone and Consolidated Financial Statements as per IND-AS.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Standalone Performance:

Total revenue for the year is Rs. 17,810.37 Lakhs as against Rs. 17286.19 Lakhs in the previous year. The Company has earned a profit of Rs.353.12 Lakhs as against the loss of Rs. 236.13 Lakhs in the previous year.

Consolidated Performance:

Total revenue for the year is Rs.19,322.75 Lakhs as against Rs. 18763.58 Lakhs in the previous year. The Company has earned a profit of Rs. 337.65 Lakhs as against a loss of Rs. 231.36 Lakhs in the previous year. Consolidated Financial Statements includes the figures of Stud India (Partnership firm), and Formex Private Limited upto December 05, 2023 (Associate Company).

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE: FORMEX PRIVATE LIMITED:

During the year under review, the Company divested its 49% stake in its Associate Company, Formex Private Limited to Mr. Navroze Shiamak Marshall, through a Share Purchase Agreement dated December 05, 2023. As a result of this transaction, Formex Private Limited has ceased to be an Associate Company with effect from December 05, 2023.

DIVIDEND:

During the Year under review, the Company has earned moderate profits but in view to conserve the liquidity for future projects, your Board of Directors has considered it prudent not to recommend any dividend for the Financial Year.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended March 31,2024. EXPORTS:

During the year under review, the Company exported goods of FOB value of Rs. 1611.91 Lakhs as against Rs. 1527.01 Lakhs in the previous year.

PUBLIC DEPOSITS:

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

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.

CAPITAL STRUCTURE & LIQUIDITY:

(i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31, 2024 was Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 2/- (Rupees Two only) each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital, as at March 31, 2024 was Rs. 2,24,00,000 /- (Rupees Two Crores Twenty Four Lakhs) divided into 1,12,00,000 (One Crore Twelve Lakhs) Equity Shares, having face value of Rs. 2/-(Rupees Two only) each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2024, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company as per Section 186 of the Act which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

COMPOSITION:

The Board of Directors includes the Executive, Non-Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Seven (7) Directors comprising of Two (2) Executive Directors, One (1) Non-Executive Director and Four (4) Independent Directors including One (1) Woman Director as on March 31, 2024.

The Company has a Code of Conduct for Directors and senior management personnel. All the Directors and senior management personnel have confirmed compliance with the said code.

RE-APPOINTMENTS:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. Jamshid N. Pandole, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for reappointment. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting. Brief profile of Mr. Jamshid N. Pandole has been given in the Notice convening the Annual General Meeting.

Further, based on evaluations and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Mr. Ameet Nalin Parikh as an Independent Director for a second term of five consecutive years with effect from September 7, 2025 to September 6, 2030, for the approval of Members.

APPOINTMENT:

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 have appointed Mr. Jamshid N. Pandole (DIN: 01800069) as an Additional Director in the category of Non- Executive Director of the Company w.e.f. August 2, 2023. This appointment was approved by the Shareholders in the Annual General Meeting held on September 28, 2023.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 have appointed Mr. Mukkaram Khoozema Faizullabhoy (DIN: 00013754) as an Additional Director in the category of Non-Executive Independent Director for a term of 5 years commencing from August 2, 2023 to August 1, 2028. This appointment was approved by the Shareholders in the Annual General Meeting held on September 28, 2023.

RESIGNATION:

During the year under review, Mr. S. J. Marshall, Chairman & Whole-Time Director of the Company had expressed his desire to step down as the Chairman and Whole Time Director of the Company. Accordingly, he tendered his resignation from the position of Directorship & Chairmanship of the Company effective from the close of the business hours on August 2, 2023. The Board placed on record its sincere appreciation for the phenomenal contribution made by him during his association over sixty-three years with the Company as a Director and Chairman.

CHAIRMAN EMERITUS:

During the year under review, pursuant to the recommendations of the Nomination & Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 unanimously granted the honorary position of ''Chairman Emeritus'' and appointed Mr. S. J. Marshall as the Advisor to the Board with title of Chairman Emeritus & Advisor to the Board''. This position is honorary and without any voting rights. The Company would immensely benefit from his tremendous experience.

COMPLETION OF TENURE:

Mr. F. K. Banatwalla completed his second tenure as an Independent Director of the Company, effective from the close of business hours on March 31,2024. During his tenure, Mr. Banatwalla has made significant contributions to the Company, providing invaluable insights and guidance. The Company remains grateful for his unwavering commitment and the positive impact he has made during his tenure as an Independent Director.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel:

Sr. No.	Name of Personnel	Designation
1.	Mr. N. S. Marshall	Chairman and Managing Director
2.	Mr. I. M. Panju	Whole time Director
3.	Mr. Vikash Verma	Chief Financial Officer (upto April 05, 2024)
4.	Mr. Dhruv Pandya	Chief Financial Officer (w.e.f. June 10, 2024)
5.	Ms. Surbhi Khandelwal	Company Secretary

RESIGNATION:

During the Financial Year under review, Mr. Nirmal Gupta resigned from the position of Company Secretary & Compliance Officer of the Company, effective from the close of business hours on May 31, 2023. Consequently, Ms. Surbhi Khandelwal was appointed as the Company Secretary & Compliance Officer, with effect from June 1, 2023.

Furthermore, after the end of the Financial Year, Mr. Vikash Verma resigned from the position of Chief Financial Officer, effective from close of business hours on April 5, 2024. Subsequently, Mr. Dhruv Pandya was appointed as the Chief Financial Officer of the Company, with effect from June 10, 2024.

DECLARATION BY INDEPENDENT DIRECTOR(S):

Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance, people management, strategy, auditing, tax and risk advisory services, financial services and they hold high standards of integrity. Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, (''IICA''). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

SUBSIDIARIES & ASSOCIATE COMPANIES:

During the year under review, Formex Private Limited has ceased to be an Associate Company w.e.f. December 05, 2023.

Thus, the Company does not have any subsidiary, associate or joint venture as on March 31,2024.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year ended March 31, 2024 can be accessed on the website of the Company at https://simmondsmarshall.com/ investors/#tab-id-3

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

The Board met 4 (Four) times during the Financial Year 2023-24. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board of Directors:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholders'' Relationship Committee

The details with respect to the composition, meetings, powers, roles, terms of reference, etc. of these Committees are given in the ''Corporate Governance Report'' of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Act ("Act"), the Board of Directors, to the best of its knowledge and belief and according to the information and explanations obtained by it, hereby states that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any'';

ii. that 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;

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related 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 Board as a whole, Chairman and Executive Directors was also carried out by the Independent Directors in their meeting held on February 12, 2024.

Similarly, the performance of various committees, individual Independent and Executive Directors were evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Board of Directors as per recommendations of the Nomination & Remuneration Committee 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. The policy has been posted on the website of the Company https://simmondsmarshall.com/investors/#tab-id-10.

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Company''s website https://simmondsmarshall.com/investors/#tab-id-10. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in ordinary course of the business and on an arm''s length basis. There were no material related party transactions entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC 2. Members may refer to Note No. 41 of the financial statements which sets out related party disclosures pursuant to IND-AS-24.

AUDITORS & AUDITOR''S REPORT:

a) Statutory Auditor

M/s. Lodha & Co., Chartered Accountants (ICAI Firm Registration Number 301051E) were appointed as Statutory Auditor of the Company at the 62^nd AGM held on September 21, 2022 to hold office from the conclusion of the said meeting till the conclusion of the 67^th AGM to be held in the year 2027, in terms of the applicable provisions of Section 139(1) of the Act read with the Companies (Audit and Auditors) Rules, 2014.

Details of the remuneration paid to M/s. Lodha & Co., Chartered Accountants, Statutory Auditors, during the financial year 2023-24 are disclosed in the Financial Statements of Company, which are part of the Annual Report.

The Report given by M/s. Lodha & Co., Chartered Accountants, on the financial statements of the Company for the Financial Year 2023-2024 is a part of the Annual Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee re-appointed M/s. Kirtane & LLP, Chartered Accountants (having Firm Registration Number: 105215W/ W100057) as Internal Auditors of the Company for the Financial year 2024-25.

c) Secretarial Auditor, Secretarial Audit Report & Secretarial Compliance Report:

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2023-24. The Report given by the Secretarial Auditors is annexed as Annexure ''A'' to this Report.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

The Company has undertaken an audit for the Financial Year ended March 31, 2024 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries was submitted to the Stock Exchanges within 60 days of the end of the Financial Year.

There has been no qualification, reservation or adverse remark or disclaimer in Secretarial Audit Report / Annual Secretarial Compliance Report by Secretarial Auditor except for the deviation which are specified below:

Non-submission of the Annual Report within the period prescribed under Regulation 34 of SEBI (LODR) Regulations, 2015.

Reply by the Board:

The process of dispatch of Annual Report commenced late in the evening on September 1, 2023. 2^nd & 3^rd September, 2023, being Saturday & Sunday respectively, the Company was closed, hence uploading of Annual Report on BSE portal was delayed. The Company is taking active steps for avoiding such noncompliances.

d) Cost Auditor

In terms of the provisions of Section 148 of the Act, and based on recommendation of Audit Committee, the Board had appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct an audit of its Cost Accounting Records for the Financial Year 2023-24, pertaining to products of the Company as required by the law. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

The Cost Audit Report for the Financial Year 2023-24 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Act.

Further, the Company has re-appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditor for the Financial Year 2024-25, to conduct an audit of its Cost Accounting Records pertaining to said products, at a remuneration of Rs. 2,30,000/- (Rupees Two Lakhs Thirty Thousand Only) plus applicable taxes and out of pocket expenses (if any) as may be incurred by them in connection with the audit. The Company is seeking the approval of the Shareholders by means of ratification, for the remuneration to be paid to Cost Auditor vide Resolution No. 3 of the Notice of the ensuing AGM of the Company pursuant to Section 148 of the Act.

Certificate from M/s. Joshi Apte & Associates, Cost Accountants, has been received to the effect that their appointment as Cost Auditor, if made, would be in accordance with the provisions of the Act and Rules framed thereunder.

REPORTING OF FRAUDS:

During the year under review, neither the Statutory Auditors nor the Secretarial Auditor have reported to the Audit Committee of the Board, under Section 143(12) of the Act, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in this Report.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

As per the Companies Act, 2013, all Companies having net worth of Rs 500 crore or more, or turnover of Rs 1,000 crore or more or a net profit of Rs 5 crore or more during immediately preceding financial year shall spend at least 2% of the average net profits of the Company''s three immediately preceding financial years.

In this connection, we wish to inform you that as on last audited balance sheet dated 31^st March, 2023 neither the net worth exceeds Rs. 500 crore nor turnover exceeds Rs. 1000 crore nor net profit exceeding Rs. 5 crores therefore, the provisions of Companies Act 2013 regarding CSR are not applicable to the Company. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be annexed.

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. The Code of Conduct deals with ethical issues and also fosters a culture of accountability and integrity. The Code made in accordance with the requirements of the Listing Regulations has been posted on the Company''s website https://simmondsmarshall.com/investors/#tab-id-1.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code. 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 are reported to the Chairman of the Audit Committee or of the Board /and to the Managing Director.

The Internal Auditor 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.

RISK MANAGEMENT POLICY:

The Company has a Risk Management Policy with the Objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Policy is a step by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company https://simmondsmarshall.com/ investors/#tab-id-10.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted an ''''Anti-Sexual Harassment Policy". The policy is applicable for all employees of the organization, which includes corporate office, and manufacturing locations etc.

The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the POSH Act to redress complaints received on sexual harassment as well as other forms of verbal, physical, written or visual harassment.

During the Financial Year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

INVESTOR EDUCATION & PROTECTION FUND (IEPF) & NODAL OFFICER:

> Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,73,703/-in respect of Financial Year 2015-16.

> Further, Pursuant to provision 124(6) of the Act and IEPF Rules, during the year 2023-24, 4825 Equity shares were transferred in respect of which dividend has not been claimed by the members for the Financial Year 2015-16. Details of such shares transferred have been uploaded on the website of the Company at https:// simmondsmarshall.com/investors/#tab-id-12.

> Nodal Officer

During the year under review, the Company has appointed Ms. Surbhi Khandelwal, Company Secretary & Compliance Officer of the Company as the Nodal Officer with effect from June 1, 2023, for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority, due to the resignation of Mr. Nirmal Gupta w.e.f. closing hours of May 31, 2023. The said details are also available on the website of the Company i.e. https://simmondsmarshall.com/investors/#tab-id-12.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at secretarial@simmondsmarshall.com or to the Company''s Registrar and Transfer Agent Link Intime India Private Limited at rnt.helpdesk@linkintime.co.in or at their address at C-101, 247 Park, LBS Marg, Vikhroli (West), Mumbai - 400 083.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance forms part of this Annual Report. Further, though for better readability and easy reference of the Shareholders, a Certificate from the Secretarial Auditors of the Company confirming compliance with the requirements of Corporate Governance as specified in SEBI Listing Regulations is provided together with the Report on Corporate Governance, the same shall be considered to be an annexure to this Report.

Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure.

HEALTH, SAFETY AND ENVIRONMENT:

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.

CHANGE IN THE NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.

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.

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 Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure ''B'' and forms part of this report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as "Annexure C" and forms an integral part of this Annual Report. Further, a statement showing the names and other particulars of employees drawing remuneration in excess of the limits set out in the Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this report. However, in terms of the first provision of Section 136(1) of the Companies Act, 2013, the Annual Report and Accounts are being sent to the members and others entitled thereto, excluding the aforesaid information. The said information is available for inspection by the members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting. If any member is interested in obtaining a copy thereof, such member may write to the Company secretary to email ID secretarial@simmondsmarshall. com, whereupon a copy would be sent.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to the Company for the financial year ending March 31, 2024.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE 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.

No such transaction is done by the Company during the year under review.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SSâ1) and General Meetings (SS-2).

LISTING:

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

APPRECIATION:

Your Directors wish to express their grateful appreciation for the co-operation and continued support received from customers, parent company, collaborators, vendors, investors, shareholders, financial institutions, banks, regulatory authorities and the society at large during the year. We also place on record our appreciation for the contribution made by our employees at all levels and for their commitment, hard work and support.

Mar 31, 2023

Your Directors have pleasure in presenting the 63^rd (Sixty Third) Annual Report, together with the Audited Financial Statements of the Company for the Financial Year ended March 31,2023. The consolidated performance of the Company and its Associate has been referred to wherever required.

FINANCIAL HIGHLIGHTS:

(Rs. in Lakhs except EPS)

Particulars	Standalone		Consolidated
Particulars	FY 2022-23	FY 2021-22	FY 2022-23	FY 2021-22
Total Revenue	17286.19	14807.61	18763.58	15826.45
Profit before Interest, Depreciation and Tax	1306.30	1113.29	1325.87	1123.51
Finance Cost	900.59	880.16	900.59	880.16
Depreciation & Amortization expenses	681.22	721.15	693.64	733.17
Loss Before Tax	(275.51)	(488.02)	(268.36)	(489.82)
Provision for - Current Tax
- Deferred Tax	-	-	(7.02)	1.58
Net Loss After Tax	(275.51)	(488.02)	(275.38)	(488.24)
Other Comprehensive Income (Net of tax)	39.38	(44.43)	39.38	(44.43)
Total Comprehensive Income After Tax	(236.13)	(532.45)	(231.36)	(525.11)
Earning Per Share	(2.46)	(4.36)	(2.42)	(4.29)

Notes: The above figures are extracted from the Audited Standalone and Consolidated Financial Statements as per IND-AS.

OVERVIEW OF COMPANY''S FINANCIAL PERFORMANCE:

Standalone Performance:

Total revenue for the year is Rs. 17286.19 Lakhs as against Rs. 14807.61 Lakhs in the previous year. The Company has incurred loss of Rs. 236.13 Lakhs as against the loss of Rs. 532.45 Lakhs in the previous year.

Consolidated Performance:

Total revenue for the year is Rs. 18763.58 Lakhs as against Rs. 15826.45 Lakhs in the previous year. The Company has incurred loss of Rs. 231.36 Lakhs as against a loss of Rs. 525.11 Lakhs in the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE: FORMEX PRIVATE LIMITED

Formex Private Limited achieved turnover for the year of Rs. 27.81 Lakhs as against Rs. 85.35 Lakhs in the previous year. The Company has earned profit after tax for the year of Rs. 9.44 Lakhs as against profit after tax of Rs. 15.42 Lakhs in the previous year.

DIVIDEND:

The Board of Directors of your Company, after considering holistically the relevant circumstances and keeping in view that Company has reported a net loss during the year under review, has decided that it would be prudent, not to recommend any Dividend for the year ended March 31,2023.

TRANSFER TO RESERVES:

The Company has not transferred any amount to the Reserves for the financial year ended March 31, 2023.

EXPORTS:

During the year under review, the Company exported goods of FOB value of Rs. 1527.01 Lakhs as against Rs. 2085.99 Lakhs in the previous year.

PUBLIC DEPOSITS:

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

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.

CAPITAL STRUCTURE & LIQUIDITY:

(i) Authorised Share Capital:

The Authorised Share Capital of the Company as at March 31, 2023 was Rs. 10,00,00,000/-(Rupees Ten Crores only) divided into 5,00,00,000 (Five Crores) equity shares of Rs. 2/- (Rupees Two only) each.

(ii) Issued & Paid up Share Capital:

The Paid-up Equity Share Capital, as at March 31, 2023 was Rs. 2,24,00,000 /- (Rupees Two Crores Twenty Four Lakhs) divided into 1,12,00,000 (One Crore Twelve Lakhs) Equity Shares, having face value of Rs. 2/-(Rupees Two only) each fully paid up.

During the year under review, the Company has not issued shares or convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

As on March 31, 2023, none of the Directors of the Company hold instruments convertible into Equity Shares of the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company as per Section 186 of the Act which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL:

BOARD OF DIRECTORS:

COMPOSITION:

The Board of Directors includes the Executive and Independent Directors so as to ensure proper governance and management. The Board consists of Six (6) Directors comprising of Three (3) Executive Directors and Three (3) Independent Directors including One (1) Woman Director as on March 31,2023.

The Company has a Code of Conduct for Directors and senior management personnel. All the Directors and senior management personnel have confirmed compliance with the said code.

RE-APPOINTMENTS:

In accordance with the provisions of Section 152(6) of the Act and the Articles of Association of the Company, Mr. I. M. Panju, Director of the Company, retires by rotation at the forthcoming Annual General Meeting, and being eligible, has offered himself for reappointment. The Board recommends his re-appointment for the consideration of the members of the Company at the Annual General Meeting. Brief profile of Mr. I. M. Panju has been given in the Notice convening the Annual General Meeting.

APPOINTMENT:

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 have appointed Mr. Jamshid N. Pandole (DIN: 01800069) as an Additional Director of the Company w.e.f. August 2, 2023. Further, the Board has appointed him in the category of Non- Executive Director of the Company. The appointment is subject to the approval of shareholders in the ensuing Annual General Meeting of the Company. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

On recommendation of the Nomination and Remuneration Committee, the Board of Directors at their meeting held on August 2, 2023 have appointed Mr. Mukkaram Khoozema Faizullabhoy (DIN: 00013754) as an Additional Director in the category of Non-Executive Independent Director for a term of 5 years commencing from August 2, 2023 to August 1, 2028. In terms of Section 161 of the Act, Mr. Mukkaram Khoozema Faizullabhoy (DIN: 00013754) holds the office as an Additional director till the ensuing AGM of the Company. Accordingly, resolution has been included in the notice of AGM for approval of the shareholders.

RESIGNATION:

During the year under review, there were no resignations of any Director of the Company. However, after the end of the year Mr. S. J. Marshall, Chairman & Whole-Time Director of the Company had expressed his desire to step down as the Chairman and Whole Time Director of the Company. Accordingly, he tendered his resignation from the position of Directorship & Chairmanship of the Company effective from the close of the business hours on August 2, 2023. The Board placed on record its sincere appreciation for the phenomenal contribution made by him during his association over Sixty three years with the Company as a Director and Chairman.

CHAIRMAN EMERITUS:

Mr. S. J. Marshall has started his career with the Company since its inception and is responsible for the overall activities of the Company. He played a crucial and instrumental role in shaping the Company. Under his guidance and leadership, the Company has achieved new heights. He is actively involved in various philanthropic and charitable activities and initiatives and has always made modest contributions to society by building strong communities.

Keeping in view the efforts and valuable contribution made by Mr. S. J. Marshall towards the growth of the Company and pursuant to the recommendations of the Nomination & Remuneration Committee in its meeting held on August 2, 2023, your Board of Directors are of the opinion that continued association of Mr. S. J. Marshall, in a mentor role, would add goodwill to the Company.

The Company would immensely benefit out of his tremendous experience. The Board thus unanimously granted the honorary position of ''Chairman Emeritus'' and appointed him as the Advisor to the Board with title of ''Chairman Emeritus & Advisor to the Board. This position is honorary and without any voting rights.

KEY MANAGERIAL PERSONNEL:

In terms of Section 203 of the Act, the Company has the following Key Managerial Personnel as on March 31,2023:

Sr. No.	Name of Personnel	Designation
1.	Mr. S. J. Marshall	Chairman and Executive Director
2.	Mr. N. S. Marshall	Managing Director
3.	Mr. I. M. Panju	Whole time Director
4.	Mr. Vikash Verma	Chief Financial Officer
5.	Mr. Nirmal Gupta	Company Secretary

RESIGNATION:

During the Financial Year under review, there was no change in the Key Managerial Personnel of the Company. However, after the end of the financial year, Mr. Nirmal Gupta, has resigned with effect from close of business hours of May 30, 2023 from the post of Company Secretary & Compliance Officer of the Company and Ms. Surbhi Khandelwal has been appointed as Company Secretary & Compliance Officer of the Company with effect from June 1, 2023.

DECLARATION BY INDEPENDENT DIRECTOR(S):

The Company''s Independent Directors have submitted requisite declarations confirming that they continue to meet the criteria of independence as prescribed under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Independent Directors have also confirmed that they have complied with Schedule IV of the Act and the Company''s Code of Conduct. There has been no change in the circumstances affecting their status as Independent Directors of the Company. Further, they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgment and without any external influence and that they are independent of the management.

The Board is of the opinion that the Independent Directors of the Company possess requisite qualifications, experience and expertise in the fields of manufacturing, finance, people management, strategy, auditing, tax and risk advisory services, financial services and they hold high standards of integrity. Regarding proficiency, the Company has adopted requisite steps towards the inclusion of the names of all Independent Directors in the data bank maintained with the Indian Institute of Corporate Affairs, (''IICA''). Accordingly, all the Independent Directors of the Company have registered themselves with IICA for the said purpose.

Further, the Board after taking these declarations/disclosures on record and acknowledging the veracity of the same concluded that the Independent Directors are persons of integrity and possess the relevant expertise and experience to qualify as Independent Directors of the Company and are Independent of the Management.

During the year under review, the non-executive Directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses, if any, incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has an Associate Company i.e. Formex Private Limited within the meaning of Section 2(6) of the Act. The Company holds 49% of the Equity Share Capital in Formex Private Limited as on March 31, 2023.

The Associate Company was primarily engaged in the business of providing job work services for manufacture of nuts, bolts etc. However, the Associate has discontinued its job-work activities and hence, at present, rental income is its primary source of revenue.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Associate Company in Form AOC-1 is appended as Annexure ''A'' and forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Act the Audited Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.simmondsmarshall.com.

The Company does not have any subsidiary or joint venture as on March 31,2023.

ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for the Financial Year ended March 31, 2023 can be accessed on the website of the Company at https://simmondsmarshall.com/investors/#tab-id-3

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS & ITS COMMITTEES:

Regular meetings of the Board and its Committees are held to discuss and decide on various business policies, strategies, financial matters and other businesses. The schedule of the Board/ Committee Meetings to be held in the forthcoming financial year is circulated to the Directors in advance to enable them to plan their schedule for effective participation in the meetings.

The Board met 4 (Four) times during the Financial Year 2022-23. The meeting details are provided in the Corporate Governance Report that forms a part of this Annual Report.

COMMITTEES OF BOARD OF DIRECTORS:

The Company has constituted various Committees pursuant to the requirements of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act, 2013. Presently, the Company has following Committees of the Board of Directors:

> Audit Committee

> Nomination & Remuneration Committee

> Stakeholders'' Relationship Committee

> Corporate Social Responsibility Committee

The details with respect to the composition, meetings, powers, roles, terms of reference, etc. of these Committees are given in the ''Corporate Governance Report'' of the Company which forms part of this Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

As stipulated under the provisions contained in Section 134(3)(c) read with Section 134(5) of the Act ("Act"), the Board of Directors, to the best of its knowledge and belief and according to the information and explanations obtained by it, hereby states that:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any'';

ii. that 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;

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Act and the Listing Regulations the Company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual Directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee and the the Listing Regulations. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related 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 Board as a whole, Chairman and Executive Directors was also carried out by the Independent Directors in their meeting held on February 14, 2023.

Similarly, the performance of various committees, individual Independent and Executive Directors were evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual Directors.

POLICY ON DIRECTORS'' APPOINTMENT, REMUNERATION AND OTHER DETAILS:

We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy of the Company.

RELATED PARTY TRANSACTIONS:

Your Company has formulated a policy on related party transactions which is also available on Company''s website https://simmondsmarshall.com/investors/#tab-id-10. This policy deals with the review and approval of related party transactions. The Board of Directors of the Company had approved the criteria for making the omnibus approval by the Audit Committee within the overall framework of the policy on related party transactions. Prior omnibus approval is obtained for related party transactions which are of repetitive nature and entered in the ordinary course of business and on an arm''s length basis. All related party transactions are placed before the Audit Committee for review and approval.

In terms of the provisions of Section 188(1) of the Act read with the Companies (Meetings of Board and its Powers) Rules, 2014 and Regulation 23 of the SEBI Listing Regulations, all contracts/ arrangements/ transactions entered into by the Company with its related parties, during the year under review, were in ordinary course of the business and on an arm''s length basis. There were no material related party transactions entered during the Financial Year by your Company. Accordingly, no disclosure is made in respect of related party transactions, as required under Section 134(3)(h) of the Act in Form AOC 2. Members may refer to Note No. 40 of the financial statements which sets out related party disclosures pursuant to IND-AS-24.

AUDITORS & AUDITOR''S REPORT:

a) Statutory Auditor

Details of the remuneration paid to M/s. Lodha & Co., Chartered Accountants, Statutory Auditors, during the financial year 2022-23 are disclosed in the Financial Statements of Company, which are part of the Annual Report.

The Report given by M/s. Lodha & Co., Chartered Accountants, on the financial statements of the Company for the Financial Year 2022-23 is a part of the Annual Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

b) Internal Auditor

Pursuant to Section 138 of the Companies Act, 2013 the Board on recommendation of the Audit Committee appointed M/s. Kirtane & LLP, Chartered Accountants (having Firm Registration Number: 105215W/ W100057) as Internal Auditors of the Company for the Financial year 2023-24.

c) Secretarial Auditor

The Secretarial Audit was carried out by M/s. GMJ & Associates, Company Secretaries for the Financial Year 2022-23. The Report given by the Secretarial Auditors is annexed as Annexure ''B'' to this Report. The report does not contain any qualification, reservation and adverse remark or declaimer.

In terms of Section 204 of the Act, read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Audit Committee recommended and the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries as the Secretarial Auditors of the Company in relation to the financial year under review. The Company has received their written consent that the appointment is in accordance with the applicable provisions of the Act and rules framed there under.

Secretarial Compliance Report: - The Company has undertaken an audit for the Financial Year ended March 31,2023 for all applicable compliances as per the Securities and Exchange Board of India Regulations and Circulars/Guidelines issued thereunder. The Secretarial Compliance Report issued by M/s. GMJ & Associates, Company Secretaries was submitted to the Stock Exchange within 60 days of the end of the Financial Year.

d) Cost Auditor

In terms of the provisions of Section 148 of the Act, and based on recommendation of Audit Committee, the Board had appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditor to conduct an audit of its Cost Accounting Records for the Financial Year 2022-23, pertaining to products of the Company as required by the law. The Company has maintained cost records as specified by the Central Government under Section 148(1) of the Act.

The Cost Audit Report for the Financial Year 2022-23 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Act.

Further, the Company has re-appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditor for the Financial Year 2023-24, to conduct an audit of its Cost Accounting Records pertaining to said products, at a remuneration of Rs. 2,30,000/- (Rupees Two Lakhs Thirty Thousand

Only) plus applicable taxes and out of pocket expenses (if any) as may be incurred by them in connection with the audit. The Company is seeking the approval of the Shareholders by means of ratification, for the remuneration to be paid to Cost Auditor vide Resolution No. 4 of the Notice of the ensuing AGM of the Company pursuant to Section 148 of the Act.

REPORTING OF FRAUDS:

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

In this connection, we wish to inform you that as on last audited balance sheet dated 31st March, 2022 neither the net worth exceeds Rs. 500 crore nor turnover exceeds Rs. 1000 crore nor net profit exceeding Rs. 5 crores therefore, the provisions of Companies Act 2013 regarding CSR are not applicable to the Company. Thus, report on CSR as required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 is not required to be annexed.

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. The Code of Conduct deals with ethical issues and also fosters a culture of accountability and integrity. The Code made in accordance with the requirements of the Listing Regulations has been posted on the Company''s website https://simmondsmarshall.com/investors/#tab-id-1.

All the Board Members and Senior Management Personnel have confirmed compliance with the Code. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY:

RISK MANAGEMENT POLICY:

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

As per the provisions of Section 177(9) of the Companies Act, 2013 (''Act''), and Regulation 22 of the SEBI Listing Regulations, the Company is required to establish an effective Vigil Mechanism for directors and employees to report genuine concerns.

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their genuine concerns about unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company https://simmondsmarshall.com/investors/#tab-id-10.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 ("POSH Act"), the Company has adopted an ''''Anti-Sexual Harassment Policy''''. The policy is applicable for all employees of the organization, which includes corporate office, and manufacturing locations etc.

During the Financial Year under review, the Company did not receive any complaints of sexual harassment and no cases were filed under the POSH Act.

INVESTOR EDUCATION & PROTECTION FUND (IEPF) & NODAL OFFICER:

> Pursuant to the applicable provisions of the Act read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the Rules"), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 1,57,679/-in respect of Financial Year 2014-15.

> Further, Pursuant to provision 124(6) of the Act and IEPF Rules, during the year 2022-23, 17,338 Equity shares were transferred in respect of which dividend has not been claimed by the members for the Financial Year 2014-15. Details of such shares transferred have been uploaded on the website of the Company at https://simmondsmarshall.com/investors/#tab-id-12.

> Nodal Officer

During the year under review, there were no changes, however, after the end of the financial year the Company has appointed Ms. Surbhi Khandelwal, Company Secretary & Compliance Officer of the Company as the Nodal Officer with effect from June 1, 2023, for the purpose of verification of claims filed with the Company in terms of IEPF Rules and for co-ordination with the IEPF Authority, due to the resignation of Mr. Nirmal Gupta w.e.f. closing hours of May 31, 2023. The said details are also available on the website of the Company i.e. https://simmondsmarshall.com/investors/#tab-id-12.

Members are requested to claim the dividend(s), which have remained unclaimed/unpaid, by sending a written request to the Company at secretarial@simmondsmarshall.com or to the Company''s Registrar and Transfer Agent Link Intime India Private Limited at rnt.helpdesk@linkintime.co.in or at their address at C-101, 247 Park, LBS Marg, Vikhroli (West), MUMBAI - 400 083.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company is in full compliance with the requirements and disclosures that have to be made in terms of the requirements of Corporate Governance specified in SEBI Listing Regulations.

In terms of the provisions of Schedule V(C) of the SEBI Listing Regulations, a detailed Report on Corporate Governance forms part of this Annual Report. Further, though for better readability and easy reference of the Shareholders, a Certificate from the Secretarial Auditors of the Company confirming compliance with the requirements of Corporate Governance as specified in SEBI Listing Regulations is provided together with the Report on Corporate Governance, the same shall be considered to be an annexure to this Report.

Management Discussion & Analysis Report, which form an integral part of this Report, are set out as separate Annexure.

HEALTH, SAFETY AND ENVIRONMENT:

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.

CHANGE IN THE NATURE OF BUSINESS:

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

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the Financial Year to which this financial statement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Company''s operations in future.

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. NE657D01021.

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 on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3)(m) of the Act read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is appended as Annexure ''C'' and forms part of this report.

PARTICULARS OF EMPLOYEES:

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, a statement showing the names of the top ten employees in terms of remuneration drawn and names and other particulars of the employees drawing remuneration in excess of the limits set out in the said rules forms part of this Report. Disclosures relating to remuneration and other details 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 forms part of this Report. Having regard to the provisions of the second proviso to Section 136(1) of the Act and as advised, the Annual Report excluding the aforesaid information is being sent to the members of the Company. The said information is available for inspection by the members at the registered office of the Company during working hours on working days up to the date of the Annual general meeting and if any member is interested in obtaining copy thereof, such member may write to the Company Secretary.

BUSINESS RESPONSIBILITY REPORTING:

The Business Responsibility Reporting as required by Regulation 34(2) of the SEBI Listing Regulations is not applicable to the Company for the financial year ending March 31, 2023.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

During the year under review, no such application or proceeding has been initiated or pending against the Company.

THE 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.

No such transaction is done by the Company during the year under review.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Company has complied with the requirements prescribed under the Secretarial Standards on Meetings of the Board of Directors (SSâ1) and General Meetings (SS-2) read with the MCA Circulars granting exemptions in view of the Covid-19 pandemic.

LISTING:

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

APPRECIATION:

For and on behalf of the Board of Directors,

SIMMONDS MARSHALL LIMITED

N.S. MARSHALL I. M. PANJU

PLACE: MUMBAI (DIN: 00085754) (DIN: 00121748)

DATE: AUGUST 02, 2023 MANAGING DIRECTOR WHOLE TIME DIRECTOR

Mar 31, 2018

The Members,

Simmonds Marshall Limited

The Directors have pleasure in presenting the 58th Annual Report, together with the Audited Financial Statements of the Company for the financial year ended March 31, 2018. The consolidated performance of the company and its associate has been referred to wherever required.

FINANCIAL HIGHLIGHTS: (Rs. in Lakhs except EPS)

Particulars	Standalone		Consolidated
	Year ended 31.03.2018	Year ended 31.03.2017	Year ended 31.03.2018	Year ended 31.03.2017
Revenue from operation (Net of tax)	17500.76	14500.05	18764.77	15464.87
Other Income	79.50	54.82	60.58	32.98
Total Income	17580.26	14554.87	18825.35	15497.85
Profit before Finance Cost and Depreciation	2165.95	1647.84	2185.08	1666.10
Less: Finance Cost	329.26	285.71	329.26	285.71
Less: Depreciation & Amortization expenses	395.50	402.07	403.62	410.28
Profit Before Tax	1441.19	960.06	1452.20	970.11
Provision for -- Current Tax	460.33	375.35	472.67	385.35
-- Deferred Tax	(24.53)	(48.93)	(26.11)	(48.88)
(earlier year)	-	-	-	(0.23)
Net Profit After Tax	1005.39	633.64	1000.98	633.87
Other Comprehensive Income (Net of tax)	39.75	36.56	39.75	36.56
Total Comprehensive Income After Tax	965.64	597.08	961.23	599.06
Earing Per Share	8.98	5.66	8.94	5.67

OVERVIEW OF COMPANYâS FINANCIAL PERFORMANCE:

The Company has recorded Total Revenue of Rs. 17580.26 Lakhs during the year as against Rs. 14554.87 Lakhs in the previous year. The profitability was Rs. 1005.39 Lakhs as against Rs. 633.64 Lakhs in the previous year, reflecting an increase of 58.66% as compared to previous year.

On consolidated basis, during the Financial year, the Company recorded Total Revenue of Rs. 18825.35 Lakhs as against Rs. 15497.85 Lakhs in the previous year. The Company recorded a Net Profit of Rs. 1000.98 Lakhs as against Rs. 633.64 Lakhs in the previous year, thus reflecting an increase of 57.92% in comparison to the previous year.

PERFORMANCE AND FINANCIAL POSITION OF THE ASSOCIATE:

Formex Private Limited: Formex Private Limited achieved a total turnover of Rs. 941.11 Lakhs as against Rs. 819.18 Lakhs in the previous year. The Company suffered a loss after tax of Rs. 9 Lakhs during the financial year as against profit of Rs. 3.57 Lakhs in the previous year.

DIVIDEND:

Your Directors have pleasure in recommending, for approval of the Members, at its 58th Annual General Meeting, a Dividend of Rs. 0.70/- per share i.e. @ 35% for the year ended March 31, 2018. If approved at the forthcoming Annual General Meeting, it will result in an outflow of Rs. 78.40 Lakhs to the Members of the Company, coupled with Rs. 15.96 Lakhs as Dividend Distribution Tax.

TRANSFER TO RESERVES:

During the financial year, the Company has not transferred any amount to General Reserves.

EXPORTS:

During the year under review, the Company exported goods worth F.O.B. Rs. 1780.86 Lakhs against Rs. 1381.75 Lakhs in the previous year.

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.

PUBLIC 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.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at March 31, 2018 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.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:

The details of loans, advances and/or guarantee provided by the Company as per section 186 of the Companies Act, 2013, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34 (3) read with Schedule V to the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (the SEBI Listing Regulations) are provided in the standalone financial statements.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNEL: DIRECTORS: COMPOSITION:

RE-APPOINTMENTS:

Based on evaluations and recommendations of Nomination and Remuneration Committee and in terms of the provisions of Sections 149, 150, 152 read with Schedule IV and any other applicable provisions of the Act and the Listing Regulations, the Board recommends re-appointment of Mr. F. K. Banatwalla and Mr. S. C. Saran as Independent Directors for another term of five consecutive years with effect from 1st April, 2019 to 31st March, 2024, for the approval of Members.

In accordance with the provisions of Section 152 (6) of the Companies Act, 2013 and the Articles of Association of the Company, Mr. S. J. Marshall, Director of the Company, retires by rotation, and being eligible, has offered himself for reappointment.

RESIGNATION:

Mr. C. B. Bambawale, resigned as Independent Director from May 25, 2017. The Board of Directors place on record their warm appreciation for the rich contribution made by Mr. C. B. Bambawale and the guidance provided by him during his tenure as Independent Director of the Company.

KEY MANAGERIAL PERSONNEL:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No.	Name of Personnel	Designation
1.	Mr. S. J. Marshall	Chairman and Whole-time Director
2.	Mr. N. S. Marshall	Managing Director
3.	Mr. I. M. Panju	Whole time Director
4.	Mr. Vikash Verma	Chief Financial Officer
5.	Mr. Nirmal Gupta	Company Secretary

During the Financial Year under review, there was no change in the Key Managerial Personnel of the Company. DECLARATION BY INDEPENDENT DIRECTOR(S):

Pursuant to the provisions of Section 149(7) of the Companies Act, 2013, Independent Directors have submitted declaration that each of them meets the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and there has been no change in the circumstances which may affect their status as independent director during the year.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company has one Associate Company i.e. Formex Private Limited within the meaning of Section 2(6) of the Companies Act, 2013.

The Associate Company is carrying on the business of Manufacturing of Bolts, Nuts etc. and the Company holds 49% of the Equity Share Capital in Formex Private Limited as on March 31, 2018. There has been no material change in the nature of the business of the Associate Company.

Pursuant to provisions of Section 129(3) of the Act read with rule 5 of the Companies (Accounts) Rules, 2014, a statement containing salient features of the financial statements of the Companyâs Associate Company in Form AOC-1 is appended as Annexure âAâ and forms part of the Annual Report.

In accordance with third proviso of Section 136(1) of the Companies Act, 2013, the Audited Annual Report of the Company, containing therein its standalone and the consolidated financial statements has been placed on the website of the Company, www.simmondsmarshall.com.

The Company does not have any subsidiary or joint venture as on March 31, 2018.

EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return as provided under sub-section (3) of Section 92 in the Form MGT 9 for the financial year under review is appended as Annexure âBâ and forms part of this report.

NUMBER OF MEETINGS:

a) Board of Directors

The Board of Directors met Five (5) times in the financial year. The details of the Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report, which forms part of the Annual Report.

b) Audit Committee

During the year, Four (4) Audit Committee Meetings were convened and held. The details pertaining to composition of Audit Committee and the attendance of the Audit Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

c) Nomination & Remuneration Committee

During the year, Three (3) Nomination and Remuneration Committee Meetings were convened and held. The details pertaining to composition of Nomination and Remuneration Committee and the attendance of the Nomination and Remuneration Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

d) Stakeholders Relationship Committee

During the year, Four (4) Stakeholders Relationship Committee Meetings were convened and held. The details pertaining to composition of Stakeholders Relationship Committee and the attendance of the Stakeholders Relationship Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

e) Corporate Social Responsibility Committee

During the year, One (1) Corporate Social Responsibility Committee Meeting was convened and held. The details pertaining to composition of Corporate Social Responsibility Committee and the attendance of the Corporate Social Responsibility Committee members are provided in the Corporate Governance Report, which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm:

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that 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.

ANNUAL PERFORMANCE EVALUATION:

The Board of Directors carried out an annual evaluation of its own performance, committees and individual directors pursuant to the provisions of the Act and as prescribed by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of the Board was evaluated after seeking inputs from all the directors on the basis of the criteria as under:

- Board composition and structure

- Effectiveness of Board processes, information and functioning

The performance of the committees was evaluated by the Board after seeking inputs from the committee members on the basis of the criteria such as:

- Composition of committees

- Effectiveness of committee meetings

- Achievements during the year based on their duties

- Reviewing the terms of reference of the committees

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual directors on the basis of the criteria such as;

- Contribution of the director to the Boardâs strategic thinking

- Leadership and commitment of the director

- Participation in Board and Committee meetings

- Communication and interpersonal skills of the director

- Ethical issues and dilemmas faced by the director

- Relationship of the director with the senior management.

In addition, the Chairman was also evaluated on the key aspects of his role.

Performance evaluation of Independent directors was done by the entire Board, excluding the independent director being evaluated.

Evaluation criteria for Independent Directors

Role & Accountability	- Understanding of nature and role of independent directorsâ position - Understanding of risks associated with the business - Application of knowledge for rendering advice to Management for resolution of business issues - Active engagement with the Management and attentiveness to progress of decisions taken
Objectivity	- Own recommendations given professionally without tending to majority views
Leadership & Initiative	- Heading Board Sub Committees - Leading the functions of the Committees based on knowledge and experience
Personal attributes	- Commitment to role & fiduciary responsibilities as a board member - Attendance and active participation and not done perfunctorily - Proactive and strategic thinking

POLICY ON DIRECTORSâ APPOINTMENT, REMUNERATION AND OTHER DETAILS:

The Companyâs policy on Directorsâ appointment, remuneration and other matters provided in Section 178(3) of the Companies Act, 2013 has been disclosed in the Corporate Governance report, which forms part of the Annual Report.

RELATED PARTY TRANSACTIONS:

All related party transactions that were entered into during the financial year were on armâs length basis and were in the ordinary course of the business therefore, the disclosure of related party transactions, as required under Section 134(3)(h) of the Act, in Form AOC 2 is not applicable to your Company. 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.

The Audit Committee approves all transactions with related parties by granting omnibus approval at the beginning of the year. Thereafter, all Related Party Transactions are placed on a quarterly basis before the Audit Committee and also before the Board for approval.

The Policy for determining the materiality of related party transactions and dealing with related party transactions as approved by the Board is uploaded on the Companyâs website www.simmondsmarshall.com

AUDITORS:

a) Statutory Auditor

M/s. Lodha & Co., Chartered Accountants, Mumbai, were appointed as the Statutory Auditors of the Company at the 57th Annual General Meeting (AGM) held on September 8, 2017 and will hold office until the conclusion of the 62nd AGM to be held in 2022.

The first proviso to section 139(1) of the Companies Act, 2013 has been omitted vide section 40 of the Companies (Amendment) Act, 2017 notified on 7th May, 2018. Therefore, it is not mandatory for the Company to place the matter relating to appointment of statutory auditor for ratification by members at every Annual General Meeting. Hence the Company has not included the ratification of statutory auditors in the Notice of AGM.

The Report given by M/s. Lodha & Co., Chartered Accountants, on the financial statements of the Company for the financial year 2017-2018 is a part of the Annual Report. There has been no qualification, reservation or adverse remark or disclaimer in their Report.

During the year under review, the Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3)(ca) of the Act.

b) Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014, the Board on recommendation of the Audit Committee has appointed M/s. SHR & Co., as internal auditors of the Company.

c) Secretarial Auditor

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s. GMJ & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is appended as Annexure âCâ forms part of this report.

There has been no qualification, reservation or adverse remark or disclaimer in their Report. During the year under review, the Secretarial Auditors have not reported any matter under Section 143 (12) of the Act, therefore no detail is required to be disclosed under Section 134 (3) (ca) of the Act.

d) Cost Auditor

Based on the recommendations of the Audit Committee, the Board has appointed M/s. Joshi Apte & Associates, Cost Accountants (Firm Registration No. 000240), as the Cost Auditors of the Company for the year ending March 31, 2019, subject to the ratification of the remuneration payable to them by the members in the ensuing Annual General Meeting pursuant to Section 148 of the Companies Act, 2013.

The Cost Audit Report for the Financial Year 2017-2018 pursuant to the Companies (Cost Accounting Records) Rules, 2011 will be filed within the period stipulated under the Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has constituted a Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014 (the Rules). The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in the CSR Report is appended as Annexure âDâ and forms part of this report.

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 made in accordance with the requirements of SEBI (LODR) Regulations, 2015 has been posted on the Companyâs website www.simmondsmarshall.com

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

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 Managing Director.

RISK MANAGEMENT POLICY:

Company has a Risk Management Policy with the Objective to formalize the process of Identification of Potential risk and adopt appropriate risk mitigation measures through a risk management structure. The Policy is a step by the Company towards strengthening the existing internal controls and updating the same as may be required from time to time.

VIGIL MECHANISM / WHISTLE BLOWER POLICY:

The Company has adopted a Whistle Blower Policy to provide a formal mechanism to the Directors and Employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Companyâs Code of Conduct or Ethics Policy. The policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Whistle Blower Policy has been posted on the website of the Company www.simmondsmarshall.com

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK PLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. The Company affirms that during the year under review, no complaints were received by the Committee for redressal.

INVESTOR EDUCATION & PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), all unpaid or unclaimed dividends are required to the transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further, according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the Demat account of IEPF Authority. Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs. 3,42,470/- in respect of financial year 2009-10. Further, 134000 Equity shares were transferred as per the requirements of IEPF rules. The details are available on our website www.simmondsmarshall.com

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTS:

The Company adheres to the requirements set out by the Securities and Exchange Board of Indiaâs 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 SEBI (LODR) Regulation, 2015.

HEALTH, SAFETY AND ENVIRONMENT:

The Company is aware of the importance of environmentally clean and safe operations. The Companyâs 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.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statement relate and on the date of this report.

THE DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYâS OPERATIONS IN FUTURE:

There are no significant or material orders which were passed by the Regulators or Courts or Tribunals which impact the going concern status and the Companyâs operations in future.

DEPOSITORY SERVICES:

The Companyâs 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. NE657D01021.

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 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 appended as Annexure âEâ and forms part of this report.

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 appended as Annexure âF and Gâ and forms part of this report.

INDIAN ACCOUNTING STANDARDS:

Pursuant to the notification, issued by The Ministry of Corporate Affairs dated February 16, 2015 relating to the Companies (Indian Accounting Standard) Rules, 2015, the Company has adopted âIND ASâ with effect from April 01, 2017, with the comparatives for the periods ended March 31, 2017.

GOODS AND SERVICE TAX (GST):

During the Financial Year, the Company has migrated to GST and has accelerated economic growth in the long run by simplifying the tax structure, enhancing tax compliances and facilitating the ease of doing business in a unified common market.

AFFIRMATION ON COMPLIANCE OF SECRETARIAL STANDARDS:

The Board of Directors of the Company has affirmed with the compliances of Secretarial Standards issued by Institute of Company Secretaries of India

APPRECIATION:

Your Directors would like to express their sincere appreciation to the Companyâs 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.

For and on behalf of the Board of Directors

SIMMONDS MARSHALL LIMITED

Registered Office:

Mumbai-Pune Road, S. J. MARSHALL

Kasarwadi, (DIN: 00085682)

Pune -411 034. CHAIRMAN

May 30, 2018.

Mar 31, 2016

The Directors have great pleasure in presenting their 56^th Annual Report together with the Audited Financial Statements, for the year ended March 31, 2016.

FINANCIAL HIGHLIGHTS:

(Rs. in lacs)

Particulars	Year ended 31.03.2016	Year ended 31.03.2015
Total Income(net)	13670.88	13552.99
Profit before interest, depreciation and tax	1588.11	1880.59
Finance Cost	382.52	396.94
Depreciation & Amortization expenses	437.92	374.84
Profit Before Tax	767.67	1108.81
Provision for Current Tax	293.00	400.44
Deferred Tax (earlier year)	(19.09)	(0.83)
Tax adjustments of earlier year	0	(3.44)
Profit After Tax	493.76	712.64
Add: Surplus of Previous year	3406.26	2831.53
Net Profit available for Appropriation	3900.02	3544.17
Appropriation:
Interim Dividend	56.00	0
Proposed (final) Dividend	0	56.00
Tax on Dividend	11.40	11.40
Transferred to General Reserve	0	50.00
Depreciation written off	0	20.51
Surplus carried to Balance Sheet	3832.62	3406.26

OPERATIONAL REVIEW:

The total revenue during the year increased marginally to Rs. 13670.88 lacs as against Rs. 13552.99 lacs in the previous year. The profitability on the other hand is Rs.767.67 lacs as against Rs.1108.81 lacs in the previous year.

During the year, the weakness of rupee against USD continued to put inflationary pressures. Further in view of poor market condition the financial performance of the Company for the year under review was affected.

DIVIDEND:

The Board, at its Meeting held on March 16, 2016, declared and paid an Interim Dividend of R0.50 per share i.e.25% for the year ended March 31, 2016. The total dividend appropriation (excluding dividend tax) resulted in an outflow of Rs.56.00 Lacs to the Members of the Company, coupled with Rs.11.40 Lacs as dividend distribution tax.

SHARE CAPITAL OF THE COMPANY:

The Paid up Equity Share Capital, as at March 31, 2016 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 options nor sweat equity.

SUBSIDIARIES & ASSOCIATE COMPANIES:

The Company does not have any subsidiary but has an Associate Company, Formex Private Limited. Further, a statement containing the salient features of the Financial Statement of Associate Company in the prescribed format AOC-1 is appended as Annexure ''A''.

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. 1651.64 lacs against Rs. 1930.20 lacs in the previous year. The Company hopes to do 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. S. J. Marshall, Director of the Company, retires by rotation at the forthcoming Annual General Meeting and being eligible offers himself for re-appointment. Mrs. A. V. Chowdhary is appointed as an Independent Director for one term of 5 year with effect from April 1, 2016.

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:

Pursuant to the provisions of Section 134 of the Companies Act, 2013, the Directors confirm :

i. that in the preparation of the Annual Accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any;

ii. that 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 a 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:

The Company is having the following persons as the Key Managerial Personnel.

Sr. No.	Name of the Person	Designation
1.	Mr. S. J. Marshall	Chairman
2.	Mr. N. S. Marshall	Managing Director
3.	Mr. I. M. Panju	Whole time Director
4.	Mr. N. D. Bharucha	Chief Financial Officer
5.	*Ms. Nidhi Darak	Company Secretary
6.	** Ms. Priya Shetty	Company Secretary

* Ms. Nidhi Darak was appointed on November 02, 2015 ** Ms. Priya Shetty resigned on August 13, 2015

ANNUAL PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the company has implemented a system of evaluating performance of the Board of Directors and of its Committees and individual directors on the basis of evaluation criteria suggested by the Nomination and Remuneration Committee. Accordingly, the Board has carried out an evaluation of its performance after taking into consideration various performance related 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 Board as a whole and Chairman and the Non-Independent Directors was also carried out by the Independent Directors in their meeting held on February 05, 2016.

Similarly the performance of various committees, individual independent and Non independent Directors was evaluated by the entire Board of Directors (excluding the Director being evaluated) on various parameters like engagement, analysis, decision making, communication and interest of stakeholders.

The Board of Directors expressed its satisfaction with the performance of the Board, its committees and individual directors.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS:

The details of the number of meetings of the Board held during the Financial Year 2015-16 forms a part of the Corporate Governance Report.

AUDIT COMMITTEE:

In accordance with the provisions of the Regulation 18 of SEBI (LODR) Regulations, 2015 and Companies Act, 2013, the Company is having 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. 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 from the Audit Committee for transactions which were of repetitive nature with monitoring and review on quarterly basis.

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, guarantee given or security provided but by the Company to any entity covered under Section 186 of Companies Act, 2013. However, the Company has made investment in entity covered under Section 186 of Companies Act, 2013.

CORPORATE SOCIAL RESPONSIBILITY INITIATIVES:

The Company has in place 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 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. NE657D01021.

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 made in accordance with the requirements of SEBI (LODR) Regulations, 2015 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 54^th AGM held on September 23, 2014 to hold office until the conclusion of the 57^th AGM, are recommended for ratification of appointment for the Financial Year 2016-17. 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, have appointed M/s. Joshi Apte & Associates, Cost Accountants as the Cost Auditors to audit the accounts of the Company for the Financial Year 2016-17 at a remuneration of R1,80,000/- 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 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.

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.

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

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 there under. 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:

The Company is having 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 (d) to assure business growth with financial stability.

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 is annexed as Annexure F & G to this Report.

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 23, 2016

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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