SIMPSON & COMPANY LIMITED. CIN: U65991TN1925PLC002345 DIRECTORS Mr. A. KRISHNAMOORTHY Chairman & Managing Director Mr. P.S, RAJAMANI Whole-time Director Dr. R, MAHADEVAN Director Mr. R. VAYARAGHAVAN Independent Director Dr. SANDHYA SHEKHAR, Independent Director AUDITORS MESSRS. R.G.N. PRICE & CO. CHARTERED ACCOUNTANTS. BANKERS CENTRAL BANK OF INDIA HDFC BANK LTD. REGISTRAR & TRANSFER AGENTS MESSRS. GNSA INFOTECH (P) LTD. NELSON CHAMBERS, 'F’-BLOCK, STA DEPARTMENT 4"* FLOOR, NO. 115, NELSON MANICKAM ROAD, AMINTHAKARAI, CHENNAI — 600 029 REGISTERED OFFICE 861/862, ANNA SALAI, CHENNAI —600 002 Telephone : 9144-2858 4918 Fax :9144-2858 5392SIMPSON & COMPANY LIMITED CIN: U5991TN1925PLC002345 NOTICE TO THE SHAREHOLDERS FOR THE NINETY SEVENTH ANNUAL GENERAL MEETING NOTICE is hereby given that the Ninely Seventh Annual General Meeting of the Company wil be held on the Thursday, the 2th September, 2022 at 4.00 P.M through video conferencing ("VC'W other auc visual means ("OAVM') , to transact the following business: Ordinary Business: 1 To receve, consider and adopt the audited Financial Statements (including Consolidated Financial Statements) forthe year ended 31* March, 2022 and the Repors ofthe Directors and the Auditors thereon and thought fit, to pass the following resolution as Ordinary resolution, "RESOLVED THAT the Audited Financial Statements othe Company (including Consolidated Financial Statements) forthe year ended 31" March, 2022 and the Reports of the Directors and the Auditors thereon be and are hereby received and adopted.” ‘To declare dividend forthe financial year encied 31% March, 2022 and if thought it to pass the following resolution as Ordinary Resolution “RESOLVED THAT the total dividend of, 18,750/-per equity share (750%) (including interim dividend of ®. 13,125)- per ‘equity share (525%) already daclared and pald) on the paid up Equity Shares be declared for the financial year ended 3tstMarch 2022," To appoint a Director in place of Dr. R. Mahadevan (DIN: 00001690), who retires by rotation and eligible for re-appointment pursuantte Section 152 ofthe Companies Act, 2013 andi thought fi o pass the following resolution as Ordinary Resolution. “RESOLVED THAT Dr. R. Mahadevan (DIN: 00001690) who retites by rotation and being eligible for re-appointment, be and is hereby re-appointed as a Director.” “To appoint auditors and ix their eemuneration and to pass the following resolution as an Ordinary Resolution. “RESOLVED that pursuant to Section 198 and other applicable provisions of the Companies Act, 2019 read withthe Companies (Audit & Auditors) Rules, 2014 including any amendments, as may be applicable and pursuant to the recommendation of the Audit committee R.G N. PRICE & CO., CHARTERED ACCOUNTANTS, (Fim Registration Number: (0027858), having ofce a 861, Anna Sali, Chenna-600 002, be and are hereby appointed as Aucitors of the Company to hold office fora period ofS years from the conclusion of 97* Annual General meeting untithe conclusion ofthe 102" Annual General Meeting o the Company and the Board of Directors be and ishereby authorized to fix the remuneration payable as may be mutually agreed between them.” Special Business: 5. Toratity the remuneration of the Cost auditors forthe nancial year 2022-28 and to consider and if thought fi, to pass the following resolution as an Ordinary Resolution: “RESOLVED THAT pursuant to the Provisions of Section 148 ofthe Companies Ac, 2013, the remuneration is fixed at %.3,00,000/- (Rupees Three lakhs only) to Mls. A.N. Raman & Associates., Cost Accountants (Frm Registration Number 102111) who has been appointed as Cost Auditors by the Board of Directors forthe Financial year 2022-28 as recommended by the Audit Committee be andi hereby ated” By Order ofthe Board 'S.SRINIVASARAGHAVAN, Place : CHENNAI - 600 002 (Chief Financial Officer & Date : 08" September, 2022 Company SecretaryNOTES:- 1. Inview of continuing social distancing norms due to Covid-19, the Ministry of Corporate Affairs (MCA), vide its General Circular Nos. 142020 dated 6th Apri, 2020, 17/2020 dated 13th April, 2020, 20/2020 dated Sth May, 2020, the latest being 2/2022 dated 5th May, 2022 (collectively refered to as “MCA Circulars’) have allowed the companies to conduct AGM through VC / OAVM i 83st December 2022 without physical presence of members ata common venue n accordance wth the applicable provisions ofthe ‘Act andthe said Circulars issued by MCA, the AGM ofthe Company is being held through VC/OAVM. Notice of the AGM is being sent through electronic mode to those Members whose email addresses are registered with the Company/Registrars/ Depositories. Members may note that the Notice and Annual Report 2021-22 will be available on the Company's website ‘www simpsons in. In respect of ractonal shares arising ut of consolidation, those who have opted to vest their respective fractional shares unto the ‘rustin accordance with the order of Hon'ble National Company Law Tribunal (NCLT) ct 19.07.2021, we are unable to send notice to the Trust as the constitution of Trust is awaited duo to proceedings pending before Hon'ble NCLT. 2. Pursuant to the Circular No. 14/2020 dated April 08, 2020, issued by the Ministry of Corporate Affairs, the facility to appoint proxy to attend and cast vote forthe members iat avaiable fortis AGM. However, the Body Corporates ae ented to appoint authorised representatives to attend the AGM through VC/OAVM and participate thereat and cast their votes through e-voting. Institutional Corporate Shareholders (cher han indvtal/HUF, NA, et) are required to send a scanned copy (PDFIUPEG Format ofits Board Resolution or governing body Resolution/Authorization etc., authorizing is representative to participate in the Annual General Meeting trough VCIOAVM on its behall and o vote through e-voting The sad Resolution Authorization shall be set to the Scrutnizerby emaltrough ther registeredemaladdressto anh gal com anda gsc. com wth copy marked to the Company at secretarial @ simpson.co.in not later than five days before the date of the meeting, i.e., on or before 4.00 p.m. on 24* September, 2022 3. Theattendance ofthe Members attending the AGM through VC/OAVM will be counted fr the purpose of reckoning the quorum under Section 103 ofthe Companies Act, 2013. 4, The explanatory statement pursuant to Section 1021) of the Companies Act, 2013 in respect of tem No.5 is annexed hereto. 5, The Register of Members and the Share Transfer Book ofthe Company wil remain closed between Friday, the 23° September, 2022to Thursday, the 28° September, 2022 both days inclusive forthe purpose of Annual General Meeting. 6. Ifthe Final Dividend, as recommended by the Board of Directors, is approved at the Annual General Meeting, payment of such in the PAN field Dividend Bank Details | Enter the Dividend Bank Details or Date of Birth (in ddimmyyyy formal) as recorded in your demat account orn the company records in order to login. oR ‘+ Iboth the details are not recorded withthe depository or company, please enter the Date of Birth (008) member id folio number in the Dividend Bank details eld ‘After entering these details appropriately, click on “SUBMIT” tab, ‘Shareholders holding sharesin physica form wlthen directly reach the Company selection screen, However, shareholders holaing shares in demat form willow reach ‘Password Creation’ menu wherein they are required to mandatory enter their login passwordin the new passwordfield Kindly note thal this passwordis tobe also usedby the demat holders for voting {or esolutions of any other company on which they are eligible to vote, provided that company ops for e-voting through CCDS platform. tis strongly recommended noto share your password with any other person and take utmost care to Keep your password confidential For shareholders holding shares in physical fom, the details can be used only for e-voting onthe resolutions contained this Notice. Glick on the EVSN forthe relevant on which you choose to vote. (On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option *YESINO" for voting. Select the option YES or NO as desired, The option YES implies that you assent tothe Resolution and option NO implies that ‘you dissent to the Resolution Glick on the “RESOLUTIONS FILE LINK" i you wish to view the entire Resolution detais. ‘ter selecting the resolution, you have decided to vote on, cick on “SUBMIT”. A confirmation box willbe displayed. you wish to.confrm your vote, cick on “OK”, else to change your vota, cick an “CANCEL” and accordingly modify your vote. (Once you "CONFIRM your vote onthe resolution, you will notbe allowed to modly your vote. "You can also take a print ofthe votes cast by clicking on *Clickhere to print” option on the Voting page, I¥a.demat account holder has forgotten th login password then Enter the UserID andthe image verification code andi on Forgot Password & enter the details as prompted bythe system, ‘There is also an optional provision to upload BR/POA if any uploaded, which wil be made available to scrutinizer for veification,138, Additional Facility for Non - individual Shareholders and Custodians - For Remote Voting only. Non-Indivdual shareholders (Le. other than Individuals, HUF, NRl etc) and Custodians are required to fog on to vw evotinginsi.com and register themselves inthe “Corporates” module A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed 10 helpdesk evoting @ edsinia.com, ‘After receiving the login details a Compliance User should be created using the admin ogin and password, The Compliance User would be able to link the account(s) for which they wish to vote on The lst of accounts linkedin the login willbe mapped automatically & can be delink in case of any wrong mapping Itis Mandatory that, a scanned copy ofthe Board Resolution and Power of Attorney (POA) which they have issuedin favour ofthe Custodian, if any, should be uploaded in PDF format in the system forthe scrutinizer to verily the same. Alternatively Non-Individval sharchalders are required to send the relevant Board Resolution’ Authority letter etc. together with attested specimen signature of the duly authorized signatory who are authorized to vole, to the Scrutinizer at kcannar.altia® gmail.com (email id) and to the Company at the email address viz; secreiaral®@simpson.co.in and sla@gnsaindia.com, i they have voted from individual tab & not uploaded same in the CDSL e-voting system for the serutnizerto verily the same. INSTRUCTIONS FOR SHAREHOLDERS ATTENDING THE AGM THROUGH VC/OAVM & E-VOTING DURING MEETING ARE AS UNDER: 1 The procedure for attending meeting & e-Voting onthe day of the AGM is same as the instructions mentioned above for e-voting ‘Thelinkfor VCIOAVMto attend meeting willbe available whee the EVSN of Company wile displayed after successful login as par the instructions mentioned above for e-voting. ‘Shareholders who have voted through Remote e-Voting will be eligible to attend the meeting. However, they will not be eligible to vote atthe AGM, Further shareholders willbe required to allow Camera and use Intemet with a good speed to avoid any disturbance during the meeting Please note that Participants Connecting from Mobile Devices or Tablets or through Laptop connecting via Mobile Hotspot may experince Auclo/ Video loss due to Fluctuation in their respective network. tis therefore recommended to use Stable WisFor LAN Connection to mitigate any kindof aforesaid gitches. Shareholders who would lke to register themselves as speaker may send their request from their registered e-mail address mentioning their name, DP ID and Client ID / Folio number, PAN, email id, and mobile number to sta@ gnsaindia.com and secretarial@simpson.co.in. on or before 5.00 p.m. on Friday, the 23% September, 2022.Those shareholders who have registered themselves as speakers will only be allowed to express their views/ask questions during the AGM. The Company reserves the right to restrict the number of speakers depending on the availabilty of time for the AGM. Only those shareholders, who are present in the AGM through VC/OAVM facility and have not casted their vote onthe Resolutions through remote e-Voting and are otherwise not barred from doing so, shallb eligible to vote through Voting system available during the AGM, lt any Votes are cast by th shareholders through the e-voting available during the AGM andthe same shareholders have ‘not partcipatedin the meeting trough VC/OAVM facity then the votes castby such shareholders shale considered invalid as thefacilty of e-voting during the meeting is available only othe shareholders attending the meeting, 7198 PROCESS FOR THOSE SHAREHOLDERS WHOSE EMAIL/MOBILE NO. ARE NOT REGISTERED WITH THE COMPANY! DEPOSITORIES. 1. ForPhysical Shareholders Please provide necessary details ike Folio No., Name of shareholder, scanned copy ofthe share cetticate (front and back), PAN (self-attested scanned copy of PAN card), AADHAR (set-attested scanned copy of Aachar Card by emailto sta ® arsaincia.com. 2. ForDemat shareholders- Please update your email & mobile no. with your respective Depository Participant (DP). 3, Forlndividual Demat shareholders ~Please update your emal id & mobile no, with your respective Depository Participant (DP) which is mandatory while e-Voting & joining virtual meetings through Depository. If you have any queries or issues regarding e-Voting from the CDSL e-Veting System, you can write an emall to helpdesk evoting @ cdslindia com or contac at toll fresno. 1800 22.55.33, ‘All grievances connected with he facility for voting by electronic means may be addressed to Mr. Rakesh Dal, Sr, Manager, (CDSL) Central Depository Services (India) Limited, A Wing, 25th Floor, Marathon Futurex, Mafatlal Mill Compounds, NMJoshiMarg, Lower Parel (East), Mumbai- 400013 or send an emallto helpdesk. evoting @ cdslindia,com or calla toll free ro, 1800 2255 83 14. Ms. LK. & Associates has been appointed by the Board of Directors as the Scrutinizer for voting at 97th Annual General Meeting to scrutinize both e-voting during AGM and remote e-voting provess pursuant to Section 108 of the Companies Act, 2013 ead with Rule 20 ofthe Companies (Management and Administration) Rules, 2014 for conducting the remote ewoting process and e-voting on the day ofthe AGM, in accordance with the law and in a fir and transparent manner. 15, The Scrtnizers shal immediately ter the conclusion of the voting atthe Annual General Meeting fst count the votes cast atthe meeting, thereafter unblock the votes cast through remote eating inthe presence o atleast wo witnesses notin the employment ofthe Company and make a Scrutnize’s Report ofthe votes cas in favour or against, i any. The consolidated report willbe submit tothe ChaimanvCompany Secretary not ater than thee days of the conclusion ofthe meeting. 16. The ChalrmarvCompany Secreta will decar the results of voting forthwith upon receipt of report from Scrutinizer and the same shall be immediately placed onthe Company's website wi simpsons in. 17, _ Any documents referedto inthis Notice of Annual General Meeting andthe Statement of Material Facts shall be open for inspection by electronic mode only upto the date ofthe 97* Annual General Meeting of he Company, By Order ofthe Board ‘S. SRINIVASARAGHAVAN Place : CHENNAI - 600 002 (Chief Financial Oficer & Date : 08" September, 2022 Company SecretaryEXPLANATORY STATEMENT PURSUANT TO SECTION 102(1) OF THE COMPANIES ACT 2013: ITEM NOS The Board, on the recommendation of the Audit Committee, has approved the appointment and remuneration of the Cost Auditors to conduct the audit ofthe cost records of the Company for the Financial year 2022-28. In accordance with the provisions of Section 148 of the Companies Act, 2013 read withthe Companies (Audit and Auditors) Rules, 2014, the remuneration payable tothe Cost Auditors has tobe rated by the Shareholders of the Company. Accordingly, the consent of the members as set out at Item No. § of the Notice is required forthe remuneration payable to the Cost Auditors forthe Financial year 2022-23, "None o he Directors of the Company or their relatives are, in any way, concemed o interested, financially or otherwise, inthe resolution set out in the Item No. § of the Notice. The Board recommends the Ordinary Resolution set out inthe tem No. 5 of the Notice or approval by the Shareholders, By Order ofthe Board S.SRINIVASARAGHAVAN Place : CHENNAI- 600 002 Chief Financial Officer & Date : 064 September, 2022 Company SecretarySIMPSON & COMPANY LIMITED CIN: U65991TN1925PLCO02345 REPORT OF THE DIRECTORS to be presented to the Shareholders at the Nine Seventh Annual General Meeting Your Directors have pleasure in presenting herewith the Annual Report together withthe aueited Financial Statements of the ‘Company and Aucitors’ Report thereon forthe Financial Year ended 31" March, 2022. FINANCIAL HIGHLIGHTS (STANDALONE) 31.03.2022 31.03.2021 crores) Groves) Proft before France charges, Depreciation and Tax 23848 aiat Less: Fnance Charges 275 3.05 Depreciation 1399 1320 Prott Before tax ae 0 Less: Tax including deferred tx net of austen) a Prof tertax 186.06 19425 Other Comprehensive Income / (Loss) 0.80 0.14 Toll Comprehensive income See Tea DIVIDEND & TRANSFER TO RESERVES ‘The Board had declared and paid an interim dividend of 525% (€.13,125 per share) during the year 2021-22. Subject to aporoval by shareholders, the Board recommends a Final Dividend of 25% (8.5 625L-per share) making the total vidend at 750% (€.18,750 per share} forthe year ended 31* March, 2022 and recommends a sum of €. 125 cores be transferred to General Reserve. OPERATIONS ‘The Company recorded a production of 1,738 engines during the year with operational revenue of ®.1,711.07 crores compared ta 162,899 engines with revenue of 1,440.60 crores in 2020.21, OUTLOOK ‘The Company successfully managed the effects ofthe pandemic with suppor from all stakeholders, On the back of good monsoon and ‘Government's focus on spending on infrastructure development, the Company foresees sustained demand forts products. ‘The company is confident of addressing concems caused by commodity price inflation and supply chain disruptions with close co-ordination wth its customers and supplirs and expects the commodity prices to sotten during second hal this yea. ‘The development of new produc to meet regulatory and market requirements are continuing in all segments of our activity including ‘Spare Parts and Paints divisions. PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO ‘The particulars prescribed under Section 134 of the Companies Act, 2013 read with Rule 8 (3) of the Companies (Accounts) Rules, 2014, relating to Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are annexed wit this Report as Annexure BOARD OF DIRECTORS Dr. R. Mahadevan (DIN: 00001680) retires by rotation a the ensuing Annual General Meeting andis eligible fr re-appointment. ‘CONSOLIDATION OF SHARES ‘The consoldation of he original shares of face value of Rs, 10/-each has been completed except fractional shares on consoldation tothe ‘extent detailed in Note 60. to the Standalone Financial Statements, 10DISCLOSURE UNDER SECTION 197 OF THE COMPANIES ACT ‘The disclosure in relation to remuneration paidby the Company tots Chaitman & Managing Director (CMD), has been fumishedin Form No. MGT-8 availabe inthe website of the Compary. The subsidiary companies, Mls. Addison & Co. Lid and Mis. T. Stanas & Co Lid. have provided for payment of commission of €.12 lakhs and &.8 lakhs respectively forthe year ended 31.08.2022 to the CMD, who is on their Board asa non-executive director, Particulars of employees in receipt of remuneration attracting the provisions of the Companies ‘Act, 2013 during the year are annexed as Annexure I DIRECTORS’ RESPONSIBILITY STATEMENT ‘The Board of Directors acknowledge the responsibilty for ensuring compliance withthe provisions of Section 194(3)(c) read with 134(6) ‘ofthe Companies Act, 2013 inthe preparation of financial statement forthe year ended 31% March, 2022 and state that (2) In the preparation ofthe annual accounts, the applicable accountng standards had been followed along with proper explanation relating to material departures; (&) 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 far view of the state of affairs ofthe Company atthe end ofthe financial year as on 31* March, 2022 and of the profit and loss ofthe company for that period; (0) The Directors had taken proper and sufciont care forthe maintenance af adequate accounting records in accordance with the provisions ofthe Companies Act, 2013 for safeguarding the asses of the company and for preventing and detecting fraud and other irregularities; (d)_ The Directors had prepared the annual accounts on a going concern basis; and (e) The Directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operating ettectivaly. ‘The Company has putin place proper internal nancial controls with raference to the Financial Statements as required ws 134(3) ofthe ‘Companies Act, 2013 and Rule 8 of the Companies (Accounts) Rules 2014, MEETINGS OF THE BOARD AND COMMITTEES Duting the year 2021-22, Six Bard meetings were held onthe following days, Vi. 30° June, 2021, 16" July, 2021, 06" September, 2021, 02" December, 2021 and 02% March, 2022. The attendance by the Directors at Board meetings Name ofthe Director No of Meetings Mr. A. Krishnamoorthy, Chairman & Managing Director Mr. P.S, Rajamanl, Whole-time Director Dr. R. Mahadevan, Director Mr. P.Vijayaraghavan, Independent Director Dr. Sandhya Shekhar, Independent Director ‘Two Audit Commitee Meetings were held during the year 2021-22, on 30" June, 2021 and 02" December, 2021. The attendance ofthe ssameis given below: Name ofthe Director No. ofmmeetings| Mir A. Krishnamoorthy, Chairperson of the Commitee z Mr FiVjayaraghavan, Member 2 Dr, Sandhya Shekhar, Member 2 1"(OneN& R Committee Meetingwas heldon 30th June, 2021 anda the members ofthe committee viz, Dr. Mahadevan, Mr. iayaraghavan ‘and Dr. Sandhya shekhar attended the meeting, (One GSR Committee Meeting was held on 02° March, 2022 and all the members of the Committee Viz. Mr. A. Krishnamoorthy, Mr. R, Viayaraghavan and Or. Sandhya Shekhar attended the meeting ‘CORPORATE SOCIAL RESPONSIBILITY ‘Annual report on CSR Activities undertaken by the Company for the Financial Year 2021-22 annexed with this Report as Annexure I EXTRACT OF ANNUAL RETURN ‘As required under Section 92(3) read with Section 134(3) of the Companies Act, 2013 and Rule 12 ofthe companies (Management and ‘Adminstration) Rules, 2014, an extract of Annual Return in Form No, MGT-9is available inthe website of the Company i\siripsons.n. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186(4) Delails of Loans, Guarantees or Investments covered under the provisions of Section 186 ofthe Companies Act, 2013 are given in the ‘notes tothe Financial Statements RISK MANAGEMENT ‘The Company has framed and adopted a Risk Management Policy forts operations and accordingly the operations are reviewed by the ‘management. The Risk Managementis overseen by the Aut Commit ofthe Company. The major sks identified by the Company are systematically addressed through mitigating actions ona continuous basis, AUDITORS Messrs. R.G.N Price & Go., Chartered Accountants (Firm Registration No.002785S) term ends atthe close of this Annual General Meeting and are eligible for re-appointment. The Company has received consent forthe same and confirmation from R.G.N Price & Co., Chartered Accountants regarding their eligibility under Section 139 and 141 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 ‘The Audit Committee andthe Board of Directors have recommended the appointment of M's R.G.N Price & Co., asthe Auditors from the financial year 2022-28 or period of 5 years subjct to approval of shareholders inthe ensuing Annual General Meating, The necessary resolutions being placed before the members for approvalin the ensuing Annual General meeting, cost AUDIT Pursuentto Section 148 ofthe Companies Act, 2013 and as recommendedby the Audit Committee, the Board of Directors had appointed Mis AN, Raman & Associates, practicing Cost Accountants as Cost Aucitors of the Company forthe year 2022-23, The remuneration payable to them is subject to raification by the members inthe Annual General Meeting as set outin the agenda. The Company has maintained cost records as specitied by the Central Government under Section 148(1) ofthe Companies Act, 2013. SECRETARIAL AUDIT Pursuant to provision of Section 204 o the Companies Act, 2013 read with Rule 9 of he Companies (Appointment and Remuneration of Managerial Personnel Rules, 2014, your Company engaged the services of M/s. LK. & Associates, Practicing Company Secretaries fm to conduct the Secretarial Audit ofthe Company forthe financial year ended 31% March, 2022. The Secretarial Ault Report dated 09* June, 2022s annexed with this Report as Annexure I. CONSOLIDATED FINANCIAL STATEMENTS In accordance withthe Indian Accounting Standards IND AS-110 on Consolidated Financial Statements read with IND AS-28 on ‘Accounting for investments in Associates & Joint Venture and IND AS-31 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statements are furnished wih ths Annual Report RESPONSE TO QUALIFICATION / REMARKS IN THE AUDITOR'S REPORT ON THE CONSOLIDATED FINANCIAL STATEMENTS The Auditors qualification with regard to recognition of Net Deferred Tax Asset of @ subsidiaries and their remarks in Annexure- A referred toin Report on Other Legal and Regulatory Requirements are sal-axplanatoy and considered bythe Board ‘SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES Pursuant o Section 129(3) ofthe Companies Act, 2013 read with Rule 5 ofthe Companies (Accounts) Rules, 2014, the statement containing salient features ofthe nancial statements of the Company’s Subsidiaries, Associates’ and Joint Ventures (in Form AOC- 1 is attached tothe Financial Statements, 2PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES Transactions with Related Parties enteredinto by the Company are considered inapplicable under the proviso to Section 188 (1) ofthe Companies Act, 2013, as these are in the Company's ordinary course of business and are on arm's length basis and duly appravedby the Audit Committee. Such parties and nature of transactions are given in Form AOC-2 as Annexure V. The Board andthe Aucit Committee in relation tothe provisions ofthe Companies Act 2013 pertaining to related party contracts reviewed the transactions ofthe Company withthe Holding, Subsidiary and Associated Companies for several yeas, complying with the applicable regulations inthe ordinary course of business at arm's length basi. The Audt commitiee andthe Board of Directors found that there were ‘no materially significant transactions with related parties which were in conflict wih the interest of the Company. OTHER DISCLOSURE: The Company has duly complied withthe provisions relating tothe constitution of Internal Complaints Committee under the Sexual Harassment f women at workplace (Prevention, Prohibition and Redressal) Act, 2013 andno complaints were reported during the year ACKNOWLEDGEMENT Your Directors wish to place on record their appreciation forthe support and co-operation extended by all employees ofthe Company, For and on behalf of the Board ‘A. KRISHNAMOORTHY Chennai (DIN: 09001778) 06" September, 2022 ‘Chairman and Managing Diroctor 13ANNEXURE -| TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31st MARCH, 2022. 1. CONSERVATION OF ENERGY: (2) Energy conservation measures undertaken + Power Factor Management ‘+ Monitoring and analysing consumption of elect. ‘+ Operation ot high power consuming machines in batch mode, ‘+ Implementation of energy audit recommendations (b) Additional investment and proposals, any, being implemented forthe reduction of consumption a energy ‘+ Supplementing with solar power sources for support services| (©) _ Impactof measures taken for conservation of energy has resltedin exercising contol over otal energy consumption. 2, TECHNOLOGY ABSORPTION ‘A. RESEARCH AND DEVELOPMENT (R&D) 41. Specific areas in which R&D carried out by the Company Development of engines for tractor, power generation and industrial applications meeting future emission norms for both domestic and export markets. 2 Benes derived as a result of he above R&D Availabilty of engines to customers meeting the market requirements giving the following advantages: (i) Newemission compliant products, including Ter 4 Fina certtied to EPA & CARB norms, (i) NewMarket opportunity (il) Accesso export markets 3. Future plan of action To keep inline with the market and emission requirements 4, Expeneiture on R & D z (a) Capital 2065 20,000! (b) Revenue 19,62, 14,000! (0) Total 49,27,34,0001 (@)_ Total (as a percentage of turover) 2.88% 3. FOREIGN EXCHANGE EARNINGS AND OUTGO (i) Foreign Exchange Earnings ©, 33,65,50,0281- (i) Foreign Exchange Outgo ©. 32,46,81,1931- 4‘Aueduog 24401019019 hue 0: peje eve eroge ou joSUON [pre uoo | seafoydus enoge ai jo wauukojus oaimen) soysnbiod jo onen'sooueNaye fuses sopriou uonBIeUNWOLSSO1D “| “SON rifuséueg Aausey vagrusuog NOPE BEL veozisowz] — & OS JA ven "sa coos 8 opal vteaboyuetstnopg ay | -¢ soja 0 ued #0} pokoydug Prieadey suoqewebeuy vnov ‘ya0§ fuwaung pue sesiieowo | sgenmoog | “so¥ VOY "958 coo 004 | oqo eoueusoug venmybereseaws san | 2 va ‘xo ¥ 008 ® wap endeL a aoo'see z | ropes eun-sioum weurtey'sa ow | 10, o4n noyBnouy pofoyduy sound 2 (sso19) Suvol wouhojdue sey vojessunuog aby vopeutisog oun oN pera “z@0z uoHeW ISLE pepue 129K ey) 10} odey ,sio|2e11q a4y OF wed Bu}ULO} ‘ploz ‘seiny (Jouuosieg jeyebeuey| Jo uolezounuieY pue wounuloddy) ‘sejuedwiog a4) 40 (¢)s ¥ (2)s any sepun pexnbau se uoHeUCJU) ‘unxeuuy GALINIT ANVdINOO 8 NOSdIIS 15ANNEXURE Ill ANNUAL REPORT ON CSR ACTIVITIES OF THE COMPANY Brief outine on GSR Policy ofthe Company’ ‘The Company inthe inital phase will focus on the following areas for GSR projects from amongst the activities speciied under ‘Schedule Vil of the Companies Act, 2013 (Act) Promoting education, including special education and employment enhancing skis especially among children, women and the diferently abled and livelihood enhancement projects Contributing to funds to technology incubators located within academic institutions which are approved by the Central @ i) ii) (iv) w) Government ural development projects; and Contribution tothe Prime Minister's National Relief Fund or any other fund set up by the Central Government for socio- ‘economic development and reliet and welfare of the scheduled castes, the scheduled tres, other backward classes, rminorties and women. CContrbut towards eradicating hunger, poverty and malnution, promoting heath care including preventive heath care and sanitation and making available sfe inking water. ‘Composition of CSR Commitee Designation/Nature SLNo | Name of Director Directorship Number of meetings of | Number of meetings of CSR Committee held CSR Committee during he year | attended during the year 1._| Mr.A.Krishnamoorthy | Chairman and Managing Director 1 1 2_| MR. Vijayaraghavan Independent Director 7 1 3 | Ms. Sandhya Shokhar Independent Director 7 1 Provide the web-link where composition of CSR Committee, CSR Policy and CSR Projects approved by the board are disclosed on the wet bsieof the company Provide the detais of pact assessment of CSR projects card outin pursuance of sub-ule (8) of rule 8 ofthe Companies (Corprate Social Responsibility Poy) Rules, 2014, applicable Detalls ofthe amount available fr set afin pursuance of sub-rule (3) of tule 7 ofthe Compania (Corporate Socal Responsiilty Policy) Rules, 2014 and amount requied for set of forthe financial year, any ‘Average net profit ofthe company as per section 135 (5) (a) o) (0) (a) (a) Two percent of average net profit ofthe company as per section 135 (5) ‘Surplus arising out ofthe CSR projects or programmes or activites othe previous nancial years ‘Amount required to be set off fr the financial year, if any Total CSR obligation forthe financial year (7a+7b-7c) CSR amount spent or unspent forthe financial year htp://simpsons.in/social-responsibility.html Not Applicable NIL Rs, 15.73 crores Rs. 2.92 crores NIL NIL Rs. 2.92 crores Total Amount spent forthe financial year (in Rs, crores) ‘Amount Unspent (In Rs.) Total Amount transferred to Unspent “Amount transferred any fund specified under CSR Account as per section 135 (8) | Schedule Vilas per second proviso to section 195 (5) ‘Amount | Date of Transfer [Name ofthe Fund] Amount Date of Transfer Ris. 2.82 = NotApplicable | Not Applicable = Not Applicable 168. (b) Details of CSR amount spent against ongoing projects fr the financial year: Not Applicable (c)__Detaiis of CSR amount spent agains other than ongoing projects forthe financial year. heist] Leal Project] Arcuri | Amount] Amount ] Wade of] Modo of acivitesn] area | ecaton lauren] alccate) spent in| ans-|implemen-| implementation Sched |vesNo)] ofthe project fortne | tte | teredto | tation | Though 3 Mito the orjet | curent | Unspent | Dives. |tolementng Agency et we bana (a. [nancial] CSR” | (YesNo) Thane % sae Poser] | i Yom | Asan naw |, CSF (ing. | forthe Lakts) |prjct as le ecto "3516 {ns} T [Promsingheathcae] Tim | No | Grewal] Tend | NA tooo [Too] NK | DIREC | NE [NE incung preventive Nias healthcare 7 | Promoton o Ta | Ne | Tweky, | Tan | wa | z2200 [22200 [wn oiReoT] Ne [wn edeaten Hiureet) Ness Tonkas, Chern (@)_Amountspentin Administrative Overheads Not Applcabio {e) Amountspenton Impact Assessment, f applicable Not Apalcable ({) Total amount spent forthe financial year (8b+8e+8d+8e) Rs.2.32 Crores (g)__ Excess amount for setof,itany Nil SNe Paras Aountin RS. Crores ()_[ Two percent of average net profit ofthe company as per section 135 (6) 282 (@)_| Total amount spent forthe nancial year 232 (i_| Excess amount spentforthe financial year GH] NIL (w) | Surplus arising out of he CSA projects or programmes or activites ofthe previous nancial years, any - (W)_[ Amount available or st offi succeeding nancial years i) (v] NL 9. (@) _Delalsof Unspent OSA amount forthe preceding hres financial years| NIL {®) Details of CSR amount spentin the financial year for ongoing projects ofthe preceding financial year(s) NIL 10. Incase of creation or acquisition of capital asset, urish the details relating tothe asset so created or acquired through CSR spent inthe financial year. (a) Date of creation or acquisition of the capital asset (s) (0) Date of creation or acquisition ofthe canital asset (s} (0) _Detais ofthe entity or public authority or beneficiary under whose name such capital assets i registered thelr address etc. (4) Provide details of the capital asset s) created or acquired (including complete address and location ofthe capital asset) 11. Speeity the reason (3, ithe company has failed to spent two percent ofthe average net proft as per section 135 (5. A. Krishnamoorthy DIN: 0000178 Chairperson of the CSR Committee Chennai 06" September, 2022 7 NIL NL NIL NIL Not Applicable R. Vijayaraghavan DIN: 00026763 Member of the CSR CommitteeANNEXURE - IV TO THE DIRECTORS’ REPORT FOR THE YEAR ENDED 31ST MARCH, 2022. Secretarial Audit Report (For the Financial year ended on March 31, 2022) [Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014] To The Members ‘Simpson and Company Limited 861/862, Anna Salai, ‘Chennai - 600 002 We have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by Simpson and Company Limited (hereinafter called the Company’). Secretarial Audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conductsistatutory compliances and expressing our opinion thereon. Based on our verification of the books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial auclt, we hereby report that in our opinion, the Company has, during the aucit period covering the financial year ended on 31" March, 2022, complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereina‘ter 1, We have examined the books, papers, minute books, forms and returns fled and other records maintained by ‘Simpson and Company Limited (“The Company") for the financial year ended on March 31, 2022 according to the provisions of: ‘The Companies Act, 2013 and the Rules made thereunder to the extent notified by Ministry of Corporate Altairs IL Foreign Exchange Management Act, 1998 (‘FEMA’) and the Rules and Regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings: IIL The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder; IV, Secretarial Standards issued by The Institute of Company Secretaries of India. During the period under review the Company has complied with the provisions of the Acts, Rules, Regulations, Guidelines, Standards, ete mentioned above, to the extent applicable. 2. We further report that based on the information received and records maintained there are adequate systems land processes in place to monitor and ensure compliance with the below mentioned laws and also all other applicable laws, rules, regulations and guidelines. (a) Factories Act, 1948 (b) Payment of Wages Act, 1936, and rules made thereunder, (c) The Minimum Wages Act, 1948, and rules made thereunder, (4) Employees’ State Insurance Act, 1948, and rules made thereunder, (6) The Employees’ Provident Fund and Miscellaneous Provisions Act, 1952, and rules made thereunder, (The Payment of Bonus Act, 1965, and rules made thereunder, (a) Payment of Gratuity Act, 1972, and rules made thereunder, (b) The Water (Prevention & Control of Pollution) Act, 1974, Read with Water (Prevention & Control of Pollution) Rules, 1975, (i) Sexual Harassment of Women at Workplace (Prevention, Prohibi and Redressal) Act, 2013 18We further report that the Company has, in our opinion, complied with the provisions of the Companies Act, 2013 and the Rules made thereunder to the extent they were notiied by the Ministry of Corporate Attairs with regard to: (a) maintenance of various statutory registers and documents and making necessary entries therein: (©) closure of the Register of Members. (6) filing of forms, returns, documents and resolutions required to be filed with the Registrar of Companies and the Contral Government, except for one form which was nat filed with the Registrar of Companies, due to oversight and has since been fled as on the date of issue of this Certiticate: (@) service of documents by the Company on its Members, Auditors and the Registrar of Companies: (e} issuing notice of Board meetings and Committee meetings of Directors: (proceedings at the meetings of Directors and Committees of Directors including passing of resolutions by circulation (q) the conduct of the 96" Annual General Meeting held on 28" September, 2021 (h) maintenance of minutes of proceedings of General Meetings and of the Board and its Committee meetings; () approvals of the Members, the Board of Directors, the Committees of Directors and the government authorities, wherever required: constitution of the Board of Directors / Committee(s) of Directors, appointment, retirement and reappointment of Directors including the Managing Director and Whole-time Directors; (k) payment of remuneration to Directors including the Managing Director and Whole-time Directors, (appointment and remuneration of Secretarial Auditors and Cost Auditors; (m) transfers and transmissions of the Company's shares and issue and dispatch of duplicate certticates of shares; (>) declaration and payment of dividends; (0) _ investment of the Company's funds including investments and loans to others; (p) form of balance sheet as prescribed under Part |, form of statement of profit and loss as prescribed under Part Il and General Instructions for preparation of the same as prescribed in Schedule Ill to the Act (a) Directors’ report to the shareholders, (contracts, common seal, registered office and publication of name of the Company: (s) Generally, all other applicable provisions of the Companies Act, 2013 and the Rules made thereunder to the extent notified by the Ministry of Corporate Affair. We further report that ‘The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non: Executive Directors and Independent Directors. Notice of all the Board meetings was given to all the Directors, alongwith agenda and detailed notes on agenda atleast seven days in advance and a proper system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting to enable meaningful participation at the meeting, Majority decisions were carried through and a proper system exists for capturing and recording the dissenting members’ views as part of the minutes. ‘There were no borrowings or satisfaction of loans during the period under report requiring registration, modification and satisfaction of charges: There was no prosecution initiated and no fines or penalties were imoosed during the year under review under the Companies Act, 2013, Foreign Exchange Management Act, 1999 and Rules, Regulations and Guidelines framed under these Acts against / on the Company, its Directors and Officers, ‘The Directors have complied with the disclosure requirements in respect of their eligibility for appointment, their independence, wherever applicable and compliance with the Code of Business Conduct & Ethics for Directors and Management Personnel. 195. The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India with respect to Board, General Meotings and Dividend, as applicable. 6. During the financial year ended 31.03.2022 the provisions of the Securities Contracts (Regulation) Act, 1956 and the Rules made under that Act were not applicable to the Company since the securities are not lsted in any ‘Stock Exchange. 7. We further report that, during the financial year ended 31.08.2022, the provisions of the Depositories Act, 1986 land the Byelaws framed thereunder were complied by the company, 8 Compliance with the provisions of the Foreign Exchange Management Act, 1999 and the Rules and Regulations made under that Act with respect to Foreign Direct Investment, Overseas Direct Investment and External ‘Commercial Borrowings aid not arise since there is no Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings during the period under report. 8. We further report that, during the financial year ended 31.03.2022, the provisions of the Securities Exchange Board of India Act, 1992 and the various guidelines framed thereunder were not applicable to the Company since the Company's securities are not listed in any Stock Exchange. We further report that based on the information received and records maintained there are adequate systems land processes in the Company commensurate with the size and operations of the Company to monitor and ‘ensure compliance with all applicable laws, rules, regulations and guidelines. For LK & Associates Company Secretaries LALITHA KANNAN Place : Chennai CP, 1894 Date: 09-06-2022 UDIN: A008304D000476937 Note : This report is to be read with our letter of even date which is annexed as ‘ANNEXURE A\’ and forms an integral part of this report, 20ANNEXURE To ‘The Members ‘Simpson and Company Limited 861/862, Anna Salai, Chennai — 600 002. (ur report of even date is to be read along with this letter 1. Maintenance of secretarial record is the responsibilty of the management of the company. Our respons'bilty is to express an opinion on these secretarial records based on our audit 2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion, 3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the company, 4. Wherever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events ete. 5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis. 6. The Secretarial Audit report is neither an assurance as to the future viability of the company nor of the efficacy of effectiveness with which the management has conducted the affairs of the company. For LK & Associates Company Secretaries LALITHA KANNAN Place : Chennai CP. 1894 Date : 09-06-2022 UDIN: A0083040000476937 21Form for Disclosure of particulars of contractsarrangements entered into by the company wit related partes referred toin sub section ANNEXURE-V FORM NO. AOC 2 [Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ‘of the Companies (Accounts) Rules, 2014). (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto, 1, Delails of contracts or arrangements or transactions not at Arm's length basis, NIL 2. Details of contracts or arrangements or transactions at Arm's length basis. SI No. Particulars Details 1 Names ofthe elated pay & nature of eaionship 2 | Neture ofcorvactfarangemontstransacton Trnsacion are ongoing Dat ofappreval 3. | Duraonotthe contactslarangementstransaction by Boards SOP dine, 2021, For her rua, please reer to Annexe tof 7] Saertemsateeconescrvanpnensorarsn flit esa area 1 including the value, ay Eoplanatoy na 5. | Date otanprovalby the Board & | Amourtpldlas advances, any (ason3.03,2022) Forandon beat oho Board A KRISHNAMOORTHY Chena DIN: 00001778 (06% September, 2022 22 Chairman & Managing DirectorR.G.N. PRICE & CO., CHARTERED ACCOUNTANTS. Phone 28413633 & 28583494 ‘Simpson's Buildings, E-Mail price@rgnprice.com 861, Anna Sali, Offices at : Mumbai, Bengaluru, Kochi, CHENNAI - 600 002 Kollam & Kozhikode 29" June, 2022 INDEPENDENT AUDITOR'S REPORT To the Members of Simpson & Company Limited Report on the Audit of the Ind AS Standalone Financial Statements, Opinion \We have aucited the financial statements of Simpson & Company Limited (the Company"), which comprise the Balance Sheet as at 31st March 2022, the Statement of Profit and Loss (including Other Comprehensive Income), Statement of Changes in Equity and Statement of Cash Flows forthe year thon ended, and notes tothe financial statements including a summary of significant accounting policies and other explanatory information (hereinafter refertedto as the Ind AS Standalone Financial Statements). [nour opinion and tothe best of cur information and according tothe explanations given ous, the aforesaid financial statements give the information required by the Companies Act, 2013 (the Act’) inthe manner so required and give a true and fair view in conformity with Indian Accounting Standards prescrived under Section 133 ofthe Act (nd AS) and other accountng principles generally acceptedin India, of the state of fairs of the Company as at March 31, 2022, and profit and total comprehensive income, changes in equity andits cash flows fr the year ended on that date Basis of Opinion We conducted our auitin accordance with the Standards on Auditing (SAs)spectied under section 143(10) ofthe Act, Our responsibities unde those standards ae futher described inthe Auditor's Responsible forthe Aut ofthe franca statements section of ou report. We are independent ofthe Company in accordance withthe Code of Ethics issued by the Insitute of Chartered Accountants of Inia together with th ethical raquirements that aro relovant to our auto the financial statements under the provision o ho Act and the Rules thereunder, and we have ffild ou other ethical responsbltis in accordance with these requirements and the Code of Ethics. We beiove thatthe audit evidence we have obtained is sucent and appropriate to provide a bass for cur opinion on the Ind AS Standalone Financial Statements Information Other than Financial Statements and Auditor’s Report Thereon Te Company's Board of Directors is responsible forthe preparation ofthe other information. The olhar information comprises the information included the Board's Repor including Annexure, but des not include the Ind AS Standalone and Consolidated Financial Statements and our auditors reports thereon. The sald olher information is expected tobe made availble tous after the date ofthis auctor report ur opinion on the Ind AS Standalone Financial Statements does nat cover the otha information and we do not express any form of assurance conclusion thereon, In connection wit our auto the Ind AS Standalone Financial Statements, our responsibilty sto read the other information and, in doing 50, consi whether the other information fs materially inconsistent with the Ind AS Standalone Financial Statements or our knowledge obtained during the course of our aul or otherwise appears to be materially misstated When we read the other information if we conclude that theres a material misstatement therein, we are required to communicate the matter to those charged with governance Managements Responsibility for the Ind AS Standalone Financial Statements The Company's Board of Directrsis responsible forthe matters stated in section 134(5) ofthe Ac with respect the preparation ofthese Ind AS Standalone Financial Statements that give a true and ir view ofthe nancial poston, financial performance, changes in equity and cash flows of the Company in accordance withthe accounting principles generally accepted in India including the accounting slandatds spectied under Section 139 ofthe Ac. This responsbiliy also includes maintenance of adequate accounting records in accordance with the provisions ofthe Ac fr safeguarding ofthe asses ofthe Company and for preveting and detecting frauds and other ittegulaites; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent, and design, implementation and maintenance of adequate intemal fnancal contos, that were operating effectively for ensuring 23the accuracy and completeness ofthe accounting records, relevant othe preparation and presentation ofthe Ind AS Standalone Financial statement that give a tre and far view and are free trom material misstatement, whether due to fraud or eto. In preparing the Ind AS Standalone Financial Statements, the Board o Directors is responsible for assessing the Company's ability to continue asa going concem, disclosing, as applicable, matters related o going concem and using the going concem basis of accounting unless Management ether intends to liquidate the Company oo cease operations, or has no realistic alteratve but odo so. ‘Those Board of Directors are also responsible for overseeing the Company's nancial reporting process. ‘Auditor's Responsibility for the Audit of Ind AS Standalone Financial Statements (Our objectives are to obtain reasonable assurance about whether the Ind AS Standalone Financial Statements as a whole are fee from ‘material misstatement, whether due to traud or error, andto issue an auditor's report that includes our opinion. Reasonable assurance isa high evel of assurance, but is nota guarantee that an auclt conducted in accordance with SAS will alvays detect a material misstatement when itexsts, Misstatements can aise ftom fraud or ertor and are considered material individually or inthe aggregate, they could reasonably be expected influence the economic decisions of users taken on the basis of these Ind AS Standalone Financial Statements. ‘spar ofan austin accordance with SAs, we exercise professionaljudgment and maintain professional skepticism throughout the audit We also: + Identify and assess the risks of material misstatement ofthe Ind AS Standalone Financial Statements, whether due to fraud or ‘error, design and perform audit procedures responsive to those risks, and obtain aut evidence thats sufficient and appropriate to provide a basis for our opinion. The rsk of not detecting a material misstatement resulting from fraud is higher than for one resulting from error, as fraud may involve collusion, forgery, intentional omissions, misrepresertation, or the ovetide o intemal control + Obtain an understanding of intemal control relevant to the aut inorder to design auct procedures that are appropriate inthe Circumstances. Under section 143(2() ofthe Act, we are also responsible for expressing our opinion on whether the Company has adequate internal financial controls system in place and the operating etlectiveness of such controls. + Evaluate the appropriateness of accounting policies used and the reasonableness ofthe accounting estimates and elated disclosures made by Management. + Conclude onthe appropriateness of Management's use othe going cance basis of accounting and, based onthe auc evidence ‘obtained, whether a material uncertainty exist related to events or conditions that may cast signicant doubt onthe Company’ ability o continue as a going concern. I we conclude that a material uncertainty exists, we are required to draw attention in our ‘aucitor's report tothe related disclosures in the Ind AS Standalone Financial Statements or, such disclosures areinadequato, to ‘modify our opinion. Our conclusions are based on the aut evidence obtained up tothe date of our auditor's report, However, future events or conditions may cause the Company to cease to continue as a going concern. + Evaluate the overall presentation, structure and content ofthe Ind AS Standalone Financial Statements, including the disclosures, and whether the Ind AS Standalone Financial Statements represent the underlying transactions and events in a manner that achieves fair presentation, Material isthe magnitude of misstatements in the standalone financial statements tha, individually orin aggregate, makes it probable that he economic decisions of reasonably knowledgeable use ofthe standalone financial statements may be influenced, We consider ‘quanttative materiality and qualitative factrsin () planning the scope of our audit work andin evaluating the results of our work, and (i) to evaluate the etfec of any dented misstatements inthe standalone financial statements. ‘We communicate with those charged with governance regarding, among other matters, the planned scope and timing ofthe audit and significant aut ndings, including any significant deficiencies in intemal control that we identify during our audit We also provide those charged with governance with statement that we have complied wit relevant ethical requirements regarding independence, and to communicate with them all relationships and other matters that may reasonably be thought to bear on our independence, and where applicable, related safeguards Report on Other Legal and Regulatory Requirements 1. As requied by the Companies (Auditor's Report) Order, 2020 (the Order sued by the Central Government of India in terms of sub-section (11) of Section 148 ofthe Ac, we give in the Annexure “A”, a statement on the matters speciiedin paragraphs 3 and 4of the Order, tothe extent applicable, 242. As required by section 143(3) ofthe Act, we report that (@) (b) (o) (9) (e) i) (9) (h) \We have sought and obtained all the information and explanations, which tothe best of our knowledge and belief were necessary forthe purpose of our au Inour opinion, proper books of account as required by law have been Kept by the Company so far as it appears from our examination ofthose books The balance sheet, the statement of profit and loss account including other comprehensive income, statement of changesin equity andthe statement of cashflow dealt wit inthis report are in agreementwit he books of account Inout opinion, he nd AS Standalone Financial Statements comply wih the Accounting Standards spectied under section 133 ofthe Act nthe bass of the wien representations received from the directors taken on records by the Board of Directors, none ofthe directors are disqualifed as on March 31, 2022 rom being appointed asa director under section 164(2) ofthe Ac, Wit espactto te adequacy ofthe internal fnancal controls wit eferenceto the Ind AS Standalone Financial Statements the Company and the operating effectiveness of such controls, refer to our separate report in Annexure “B”. Our report ‘expresses an unmodified opinion on the adequacy and operating effectiveness of he Company s internal financial controls with reference tothe Ind AS Standalone Financial Statements, Wit respect the other matters tobe included in the auctor’ reportin accordance withthe requirements of section 197(16) ofthe Act, as amended, In our opinion and othe bes of our information and according tothe explanations given tous, the remuneration paid by the Company tits Directors during the year is in accordance wit the provisions of section 197 read with Schedule-V tothe Act. With respect to other maters tobe included inthe auditor's reportin accordance with Rule 11 ofthe Companies (Audit and Auditors) Rules, 2014, in our opinion and tothe best of our information and according to the explanations gives to us: (i) The Company has disclosed the impacto pending ligation onits financial position int Ind AS Standalone Financial Statements in Note 47 (8), (i) The Company does nothave any long-term contractsincluding derivative contracts fr which there were any material foreseeable losses; (i) There has been no delay in transfering amounts, that were requied tobe transfered, tothe Investors Education and Protection Fund by the Company. (iv) (a) The Management has represented that, tothe bes ofits knowledge andbele,no funds have been advanced or loaned or invested (ether from borrowed funds or share premium or anyother sources or kindof funds) bythe Company to orin any other person/ entity, including fore:gnenttes (Intermediaries), with the understanding, whether recordedin writing or otherwise, thatthe Intermediary has, whether directly or indirect lendorinvestin other persons or entities ientified in any manner whatsoever by or on behalf of the Company ("Utimate Beneficiaries’) or provide ary guarantee, security or thelike on behalf ofthe Utimate Beneficiaries; (b) The Management has represented thal, ta the best ofits knowledge and bel, no funds have been received by the Company rom any person’ entity, including foreign enites, thatthe Company has drecty orinirecty end or invest in oer persons or entities identified in any manner whatsoever by or on behalf ofthe Funding Party (Ultimate Beneficiaries’ or provide any guarantee, secuty or the Ike on behalf ofthe Utimats Benefciaries; (c) Based on our audit procedures which we have considered reasonable and appropriate inthe circumstances and aocording tothe information and explanations provided o us by the Managementin his regard, nothinghas come to our notice thathas caused usto believe thatthe representations made by the Management unde sub-clause (and (i) contain any material misstatement (¥) The Companyhas declared and paid dividend during the year whichis in compliance with section 123 ofthe Act. For R. G. N, PRICE & CO., ‘Chartered Accountants FR No. 0027858 MAHESH KRISHNAN, Partner Place: Chennai Membership No. 206520 Date : 29° June, 2022 UDIN::22206520KLYBDASS41 25‘Annexure -"A” referred to in paragraph 1 of ‘Report on Other Legal and Regulatory Requirements’ section of our audit report of even date ‘onthe Ind AS Standalone Financial Statements of Simpson & Company Limited (the “Company” forthe year ended 31st March 2022 0 wo w Inrespect of he Company's Property Plant and Equipment and Inangible Assets: @ ® o @ (A) The Company has maintained proper records forts propor, plant and equipment showing ullpariculas incudng quantitative deta and stuaton ofthese assets (8) The Company has maintained proper records showing fll paicularsofrtangibe assets. ‘The Company has a program ol vetication ocoveralitems ofpropety, pant and equipment onan annual basis, which, n out opinion, is reasonable having regard he size ofthe Company andthe nature offs assets. Pursvantto the program, property, plant and equipment were physically veried by the management during he year and no material lscrepancies wee naticed on such verification, ‘our opinion and according tothe information and explanations given ous and based on the examination ofthe sole deeds ite dead! bank confirmation provided tous, we repot that thetile deeds, comprising al the immovable propeies (other than properties where the companys the lessee and the lease agreements are duly executed in favour ol the lessee) dsclosedin the Ind AS Standalone Fancial ‘Statements, are hed inthe name ofthe Company as atthe balance sheet date, ‘The Gompany has nat revaluedits property, plant and equipment during the year. Accordingly, paragraph 3 () (ofthe Orderis not applicable Incur opinion and according to he information and explanations given tous, there aren proceedings inated or are pending against the ‘Compa for hlding ary benamiprovety under the Benami Transactions (Profibton) Act, 1988 (45 o 188) and rules made thereunder. ‘Accordingly, paragraph 3()(e) ofthe Orderisrot applicable. Inspec ol the Company's Inventory and Working Capital @ ® Physical vercaion of inventory has been conducted at reasonable intervalsby the Management duting the yea. In our opinion, the ‘ovorage andprocedure of such voricaton by tha managemantis appropiate andno discrepancies of 10% ormorein the aggragate for each class of inventory were noticed on such vriication, ‘The Companyhas been sanctioned working capital ms in excess of ive crore rupees, in aggregate tom banks or fancialinsttuions on the bass of security of curtent assets and the quartet retuns or statements fled by the Company with such banks or financial institutions are largely in agreement withthe books of accounis, Inrespectof Loans, Advancesin nature of Loans, Guarantees, Securty & Investments ~ Given by Company: @ ® © @ © Oo) Inout opinion and according to infomation and explanation givento us, the Company has provided guaratee/ granted loans, secured 8 unsecured its subsidiary companies. The Company has no provided any securly or advancesin the nature ofloans to any ety. (A) Treaggregate amount curing he year and balance outstanding al the balance sheet date with respecttoloans and guarantees to subsidiaries, join ventures, associates i a follows Rs. in Lakhs ‘Guarantees ‘Loans ‘Aggregate amount granted provided during the year Subsidiaries 4210.00 325000 Balance outstanding as at balance sheet datein respect of above cases Subsidiaries 38536000 403600.00 (© The Companyhas not provided guarantee! granted any loans, secured or unsecured to pares othor than subsidiaries, joint ventures and associates. Accordingly, paragraoh 3i)(a(@) of he Orders not aoplcble. Inourepnion and according information and explanation given tous, ths investments made, quaranees prvided, andthe rms and conditions of he grant fal oans and guarantes provided are ro proj to thointorestf he Company. In ur opinion and according te information and explanation given to us, in espectoffoars and advances inthe nature ofoans, the schedule of repayment fpincial and payment ointeresthas been sipulated and the repayments orraeipsofintrest are not rag. Inour opinion and according oinfommaton and explanation given tous, Rs 125,90 Lakhs of interests overdue formore than ninety days asat Balance sheet date rom one ofits Subsidlare, which hasbeen subsequent received ‘loan of Rs. 400 Lakhs given by the Company in an ear year its subsiciary el due during he cumtent year and the same has been extended for another 194 day. Tis Loan constutes around 12% ofthe aggregate tothe total loans granted during the year. Inour opinion and according information and explanation given tous, the Company has not ranted any loans oradvancesin he nature of ans eer repayable on demand or without specyng ay tems or period ol epayment 26wy o o oa) way (iy o (@Inouropinion and accoringte formation and expanaton given tous, the Company has net ranted ary/loansor provided ary guarantees (or given any security of made any investments o which he provision of section 185 of the Companies Act, 2019 apps. (8). The Company has complied withthe provisions of section 188 of Companies Act, 2073in respect offoans, investments, quarantees and secuty wherever applicable. In our opinion and according tothe information ard exolanations given ous, the Company has not acepted any deposts or amounts which are ‘deomed tobe deposits during the year. Accordnay, paragraph 3 (v) ofthe Order isnot applicable We have broadly reviewed the books of account maintained by the Company pursuant tothe rules made by the Cetral Government forthe maintenance of cost records under secton 148 of he Act, andar ofthe opinion ha prima ace, the prescribed accounts andrecords have been made and maintained. Howaver, we have not cariad outa detailed examination of the same (@ The Company's regular in deposting uncsputed statutory dues including Goods and Services Tax, provident und, employees slate insurance, income-ax,sales-ax, service fx, duty of customs, duty of excise, value added tax, cess and any other statutory dues applicable it wth the appropriate authors. There are no arrears of oustanding undisputed slaty ues as onthe last ay ofthe ‘inancal year for apariod more han si months rom the date they became payable (t) According othe information and explanations given tous, there arero dues in respect of Income Tax, Central Sales Tax, Goods and ‘Senice Tax, Customs Duy, cas ard anyother staltory dues which have not been decostedon accounto any dispute as at 3st March 2022, excepts under Parodte Namectsate | Mae | Amount | cheats Forum pute (Assessment Year) pears 128 e200 | Apelate Deputy an zanoot | commisioner(T}~ Central Sales Tax 1.98 2001-02 Mumbai Tax Ack 1958 Satu les Tax Aopelate ait 2ats 4 Tribunal, Chennai 3102 202083 Bombay Sales Taxol 1959 |Tax nerost&] —“t, ete | dont Gommssionerof SelesTax Penatty 433 04s (Popelate), Marbal Income Tax Act, 1961 Tax 545.02 ane-17 ‘Commissioner of Income Tax Appeals: re19 Incur opinion and according othe nloration and explanations given to us, there are no ansactons not ecorGedin the books of account that have been surenderedr disclosed asincome during the yearn the tax assessments under the Income Tax Ae, 1961 (43 1961). Accordingly, paragraph 3 (vl) ofthe Ordrisnot applicable Inrespectof Loans taken bythe Company: (@ nour opinion and according he information and explanations given os, the Company has no defauitedin repayment ofloans orate borrowings or inthe payment of interast thereon to ary lender during the year. (8) Inouropnion and according othe information and exolanations ven tus, he Company snot declared as wituldelauterby any bank corfnancialinsttuton or ater lender (9 Inouropinion and accordngto the information and explanations ven tous, n erm loans were abtainedby the Company during the yea. ‘Accordingly, paragraph (co the Orders not apicable (4 Inout opinion and accorcing to the information and explanations given tous, unds raised on short term basis have not been ulised for long erm purposes. (©) Inourepinion and according tthe information and explanations given tous, the Company has not taken any funds ram any entity or person on account of orto meet te cbigations of ts subsidiaries, associates orjont ventures, (0) Incr opinion and accoring to theinformation and explanations given tous, the Company has not ised any loans curing the year on ‘he pledge of secures held ints subsidiaries, joint ventures or associate companies, In respect of intial pubs ofr, turner publ oer, preferential allotment or pvate placement of shares or convertible debenture (2) inowroinion ard accong te irlematon and explanations venous, the Companyhas notated any mone byway final pubic offeror fther pub ole icudng debt instruments) ding the ear, Accordingly, paragraph) the Orders not appl (6) Inouroption ardaccorn th ifomaton ard explanations genous, the Compa has not made ary orefereial allament ot private placement shares or converibe debentures (uly, parily, oroponaly convertible) ding the year According, paragraph 3 (6) (bofhe Orderis not applicable 27()_Intespectetinstances of Fraud, is reporting and consideration of whiste-blower complaints: (@_Tothebest of ourknowedge and according othe information and explanations gvento us, no fraud by the Company and no materia fraud ‘onthe Companyhas been naticedor reported during he year. (t)_Noreport under sub-section (12) of section 143 ofthe Companies Act has been fled in Form ADT-4 as prescribed under rule 13 of Companies (Audit and Aucitors) Rules, 014 withthe Central Government, during the year and up-to the dale of is repot, (9 According tothe information and explanations given tous, and records ofthe Company examined by us, the establishment of vig ‘mechanism bythe Company isnot mandated by any statutory provision and hence reporting under Clause (XN) of the Order isnot appicabl (03) The Company s nota Nidhi Company and accordingly, Paragraphs 3 (i ofthe Orders nat applicable (2a) The Company has enteredinto transactions with the related partis incompance wth Section 177 and Section 188 othe Companies Act, 2013 and the details have been disclosedin the nancial statements as required by the applicable accountng standard (Gi) Inrespec of ntal Audit Systems and intemal Austrs report: (@) nour opinion the Company has an adequate intemal auc system commensurate wih the size and the nature ofits business. (t) Wehave considered the intemal aut reports forthe year under aul Issued to the Company during the year antl date n delermiing the nature, timing and extent four au procedures. (6) The Company has not entered nto ary non cash transactions wih the Diectors or persons connected wth them. Accordingly, the provisions cof sction 182 ofthe Companios Ac, 2013 are not applicable, (i) Inrespec of registration under ABI Act, 1984 (@} nour opinion the Company is nt require to be registered unde section 45-A of the Reserve Bank of nda Act, 1934 Hence, reporting under clause evi) (b) and (ofthe Order snot applicable. (6) Inourcpinion, the no core investment Company within the Group (as defined inthe Core Investment Companies (Reserve Bank) Directions, 2016) and accordingly reporing under clause (vd) otha Ordaris nc applicable (ovi)_ The Company has not incured cash losses inthe fnancial year andin the Immediately preceding tnancial year (oui) Therehas been na resignation ofthe statutory auditors ding the year. Accordingly, paragraph 3 (nil of the Orderis not aplcable. (3) On the basis ofthe nancial ratios, ageing and expected dates of realisation of financial assets and payment of tnancal abies, other information accompanying the Ind AS Financial Statements ard our knowledge othe Board of Decors and Management plans ard based on ‘our examination of the evidence supporting th assumptions, nathing has come to ouratertion, which causes us to belive that any matarial uncertainty ess as on ta dato of the aud report indicating that Company isnatcapable cf meetingtstabities existing atthe date ofbalance sheat as and when thy al dv within a period of one year rom the balance sheet date. We, however, state that hs isnot an assurance asto ‘he future viabity ofthe Company. We urter stale that our reporting is based on the facts up othe date othe aut report ard we nthe give any guarantee norany assurance that alibi fling due within a priod of one year rom te balance sheet dat, will gt dscharged bythe (Company as ard when they fal! due. (0x) _Inrespect of Unspent Amount as per CSR Lablty: (2 tnouropinion and according tothe infommation andexplanations given tous, nrespectof other than ongoing project, thee are no unspent ‘amounts tobe transferred oa fund specie in Schedule Vl tothe Act (©) nour opiion and according tothe information and exolanations given tous, ther are no amcuntremairing unspent unde sub-section (5) cof section 195 ofthe Act, pursuant lo any ongoing project, tbe transferred to special account in compliance with he provision of sub section (6) of section 135 ofthe said Act. For R. G.N, PRICE & 60. (Chartered Accounants| FFRNo, 0027855 MAHESH KRISHNAN Partner Place: Chennai Membership No. 206520 Date: 29% June, 2022 DIN: 22208520ALYADA3@4t 28‘Annexure ~"B" referred to in Clause 2(9 of Paragraph on ‘Report on Other Legal and Regulatory Requirements’ section of our uit report ‘of even date onthe Ind AS standalone financial statements of the Company forthe year ended 31st March, 2022 We have aucites the intemal financial controls wth reference tothe Ind AS Slandalone Financial Statements of Simpson & Company Limited (the ‘Company’ as at March 3, 2022in conjuncton with our aud ofthe In AS standalone franca statements ofthe Company forthe year ended on that date Management's Responsibility fr Internal Financial Controle The Company's Managements responsitlefor eslablshing and manning inlemalarcial convolsbased on heintal contol over nancial reporting citer established by tne Company cons dering the essential component of ntl convo slatedin the Guidance Note on Audit of Interna Financial Contos ove fnancialoportngissued bythe Insitute of Chartered Accountants of Inda(ICAL). Those responsibitesincude the design, implementation and maintenance of adequate intemal nancial contesthat were operating effectively for ensuring te orderly andeffcientconductofis business, incuting ‘adherence to Company's poe, be safeguarding ofits assels, the preventon and detection of rauds and eros, the accuracy and completeness ofthe ‘accountng recards, and the timely preparation of reliable Fanci information as required under the Companies Act 2013, ‘Auditor's Responsibility ‘Ourresponsbilty so express an opinion on the Company’ intemal franca controls wt eference tothe Ind AS Standalone Financial Statements is ‘based on our audit We conducted our audit in accordance with he Guidance Note on Audi firtemal financial controls over nancial reporting andthe ‘Standards on Auditing, ote extent applicable toa auc ointeral financial controls, bath issued by th ICAI, The Guidanoe Note and those standards require tht we comply with ethical requirements and plan and perform he audio obain easonable assurance about whether adequate intemal nancial contre over franca reporting was established and maintained andi such contels operated etfectvelyinallmateral respects, (Our autitimvotves perorming procedures to cba aut evidence about the adequacy f the internal rancial contol systom over nancial reporting and thei operating eflecveness. (Our ausitofintemal nancial controls with reference tothe IndAS Standalone Financ Stalemers included cbaning an understanding ofintemal rancial conte over nancial reporting, assessing the rik thata malerial weakness exists, and testing and evaluating he design and operating efeciveness of intemal controls based.on the assessed sk. The procedures selected depend onthe auto’ udgement. nding the assessment ofthe risks of material rmissialoment ofthe ancial statements, whether du fraud oer. \We believe thatthe audit evidence we have obtained sulcient and appropiate to provide a basi rout aut opnon onthe Company's intl financial controls systom wth reference tothe Ind AS Standalone Financial Statements, Meaning of Internal Financial Controls with reference tothe Ind AS Standalone Financial Statements 'ACompany’s intemal fancial controls with reference tothe Ind AS Standalone Financial Statements i 2 process designed to provie reasonable assurance regarding he reliably of nancial reporting an the preparation of nancial slalements for externa purposesin accordance wih generaly ‘accepted accountng principles. ACompany's intemal nancial conrl over financial reporting includes those poles and procedures that: {Patan tothe maintenance of records ha, inreasonable dell, accurately andre he ransactns and isposton fe assets ofthe Company; 2 Provide reasonable assurance hal ransacons are recorded as novessary o permit preparation of nancial statements in accordance with gonorally acoapled accountng principles, and thatreceipis and expenditures ofthe Company are being made only in accordance win auborizatons of Management and Directors fhe Company; and 3. Provide reasorabl assurance regarding preventonotimely detection of unauthorized acqustion, use, cisposion othe Companys assets that could haveamaterial effect onthe fnancll statements. Inherent Limitations of internal Financial Controls with reference t the Ind AS Standalone Financia Statomonts Because ofthe inherent nttions of ntralfrancial contol with reerence tothe IndAS Standalone Financial Slatements,incuting the possblty of calusion or improper management override of conals,mataral misstatements due to eror or raud may occur and nat be deleted Alo, projections ofany ‘evaluation ofthe intemal nancal conto over nancial eportngto future periods ae subject tothe skthat the internal nancial control over nancial reporting may becams inadequate because of changes in coltons, or thatthe degree of compliance with he plies ar procedures may deteriorate Opinion According he information ad explanations given tous an based on ou aud, the Company has nll mater respects, an adequate internal fancial controls with reference tothe Ind AS Standalone Financal Statements and such niamal nancial coal wih refarence othe IndAS Standalone Financial Statements were operating effectively as at March 31,2022 based on, the internal conl over nancial poring teria established by the Company Considering he essential components ofntemalcortl stated in he Guidance Note lemal Financial Controls aver Financial Repring sued bythe Insitute of Chartered Accountants of Inia, For RGN PRICE & 00, hartered Accountants FR No.002785S MAHESH KRISHNAN Partner Place: Chennai Membership No. 208520 Date 29° June, 2022 DIN :22208520ALYBDA3941 29SIMPSON & COMPANY LIMITED BALANCE SHEET AS AT (All amounts are in INF lakhs unless otherwise stated) Particulars Note | sisson stee2021 ASSETS 1. WonCurrent Assets (2) Proper, Pent end Equipment 1 19,485.95 19,200.90 (0) Captal Worcin-progress tie) e452 296.08 {c) investment Property 2 9010.35 gon.o7 (a) inangbie assets 5 1.430'80 7598 (0) itangile assets underdevelopment aia) 4185.08 281873 (0) Franca Assets (Investments 4 antes 7590895, (i) Loans 5 9903.33 721818 (9) Otho Nor-Curant Assos 6 1502 1026.68 Total Non-Current Assets wr: .265.53 2 Current Assets (a) Iverorios ? togse.tt tossto7 (b) Financial Assos (), tvestents 5 12,048.01 s9.co40 (i) Trade Receivables 8 4525161 {i Cash and Cash Equivalents wo asist {v) Ban balances otar tan (i above so) 2,000.00 WW) Loans 1 5400.00 tw) Otnars B 20.85 (c) Contract Assos sta 708.70 (a) Curent Tax Assts (nl) 3 ‘7520 {e) Other Cure Assets te 4258.80 Total Current Assets 10.888.15 TOTAL ASSETS 8. EQUITY AND LIABILITIES 1 Equity (a) Equiy Share Capital 8 73837 130.98 (0). Other Equity 6 200 97.05 18,17 Total Equity 207 49.02 785 855.24 LIABILITIES — | 2 Non-Current Liabilities (0) Frail Lsbites (). Boronings ” 670.26 (0) Provisions 18 546.02 (0). Detored Tax Labites (Ne 8 273738 Total Non-Current Libiities 395428 3 Current Liabilities (@) Farell Lebities () Baronings 20 2,600.00 2,900.00 () Tras Payatos a Total ctstancing dues of miro ard smal enepises 1,205.94 1.96.00 Teal outstanding ees of cretors oer than mcro and smal 16356.82 24213, (i) Ober Financial Lebities Py ‘3410.28 318581 (0) Other Curent Libies 23 33480 598.28 (©). Provisions Ey 284.85 87 98 Total Current Liabilities wren aea2821 TOTAL EQUITY AND LIABILITIES 2025112 726 597 68 ‘The accompanying nates are an nigel part ofthe nancial satemens| “Tris sth Balance Shectreferediown our repor ofeven date For RGN. PRICE & CO, ‘A.KRISHNAMOORTHY (DIN: 00001778) Dr, R. MAHADEVAN (DIN: 00001680) ‘Chatored Accounts, Chain & Managing Decor A VWAYARAGHAVAN (OIN: 00026763) FRNo. 0027858 Dr. SANDHYA SHEKHAR (OIN: 06986369) MAHESH KRISHNAN Directors Parner Membership No. 206520, B.S. RAJAMANI (DIN: 01560303), S, SRINIVASARAGHAVAN Whote ime Director (Chie Financial Oficer& Company Secretary CChenna, 29h June, 2022 30SIMPSON & COMPANY LIMITED ‘STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED. (All amounts are in INF lakhs unless othernise stated) Particulars Note ] 21-09-2000 31403-2001 Revenue from operations 5 171,106 98 144.9602 therincome a 1418898 1416353, Total income —easer | tegea7s Expenses (@) Cost of materials consumed a 129,095.77 104.482 98 (b) Purchases ofstockntrade B 10,143.69 8562.85 (Changes ininveniorie of frished goods, Stock-intrade & WIP a (66272) san (i) Employee Benes Expense 2 rost0.10 718.19 (©) Finance Costs a mn 30537 () Depreciation and Amorizaion Expense 1 1990.42 1819.99 (@) OtherExpenses 2 1206095, erase Total Expenses 16372192 13521772 Prof (oss) before tax 2157805 | 23,006.03" TaxExpense: (@)Cumerttax 2750.00 3250.00 (b) Deterediax 21828 33087 Total Tax Expense 2asa28 | 858087 Profit (loss) for the year 160577 | 1925.16 Other Comprehensive Income ‘A (tems that wilt be reclassified to prot orloss B 96.45 278 @ trcome taxrelating to tems tha wilot be reclassified oproftorloss 227 573 B |) emsthatwillbe reclassified to profit or loss ao 510 est) @rcome tax relating taitems that willbe recassted to prot orloss ary (038) Total Comprehensive Income for the Year —_iesases | 1948058" Eamings per equity share of fae value - Rs 2500! Basie & Dilvted (Profi Loss forthe Year/ No.of Equity Shares) s 6335.39, 6509491 ‘The accompanying notes are an integral part ofthe nancial statements Thisis the Statement of Profit and Loss reteredtoin our report of even date. For RGN. PRICE & CO, ‘A. KRISHNAMOORTHY (DIN: 00001778) Dr, R. MAHADEVAN (DIN: 00001680) CChantred Accountants, (Chairman & Managing Dietor R, VUAYARAGHAVAN (DIN: 00026763) FRNo, 0027858 Dr. SANDHYA SHEKHAR (DIN: 06986368) MAHESH KRISHNAN Directors Partner Membership No 206520, PS. RAJAMANI (DIN: 01560303) ‘8, SRINIVASARAGHAVAN Wholeime Director hie! Financial Oticer& Company Secretary (Chennai, 2th June, 2022 atSIMPSON & COMPANY LIMITED ‘Statement of Changes in Equity for the Year Ended March 31, 2022 (All amounts are in INR lakhs unless otherwise stated) estat balance | _Changesin (@) Equity Share Capital Balance at he beginning ath baginring | Equity share] galance at the end of he reporing period ofthe curent | capital reporting poiod reporing period | during he year 2020-21 Face value af €.10 73178 - 15775 - - 73178 2021-22 Converted to%.25001- T3178 - 79195 (078) - 73898 eserves and Suis tficive | Aduaia Portonot —|GaintLosses on (©) Other Equity General capil Retained | CashFow | Defined Beneft Reserve | Redemption | Eamings Hedges Plan or Total Reserve Employees Benet Balance as at 1st April2020 156,18850 vas | 1781215 940 zest | 17374493 Adjustments (e40) - (940) Total Comprehensive Income forthe Yea] : : 19405.16 sy 1705 | 1943858 Dividends (itor & Final : : (405782) : : (4057.62) Transfer o Retained Earings I General Reserves 1250000 (1250000) - : Balance a at starch 2021 168,688.50 eas | 2037968 (283) geo | 109,11749 Adusiments (42750) (00) - (428.10) Total Comprehensive Income forthe Yea] 19605.77 791 ve16 | 1a685.04 Dividends (hterm 8 Final (652732) : 652732) Transter to Capital Redemotion Reserve 078 (078) : : : Paymant towards Fractional Shares : : (1.15088) : : (1.15088) Transfer o Retained Earings 1 General Reserves 1250000 (12,500.00) : Balance as at 31st March 2022 181 18850 1303 | 19.97888 478 iiss | 200,697.05 ‘The accompanying notes ae an integra pat ofthe ‘This isthe Slalement of changes in Equty referred toin financial statements curreportot even date For R.GN. PRICE & CO. ‘A KRISHNAMOORTHY (DIN: 00001778) Dr. MAHADEVAN (DIN: 00001690) Chartered Accountants, (Chaiman & Managing Director R. VUAYARAGHAVAN (DIN: 00026763) FRNo, 02785 Dr. SANDHYA SHEKHAR (DIN: 06988369) MAKESH KRISHNAN Directors Partner Membership No 206520, PS. RAJAMANI (DIN: 01560303) SS, SRINIVASARAGHAVAN Whotetme Director (hie! Financial Offcer& Company Secretary (Chennai, 2th June, 2022, 32SIMPSON & COMPANY LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED. (All amounts are in INF lakhs unless otherwise stated) Particulars 31-08-2022 31-03-2021 ‘A. CASH FLOW FROM OPERATING ACTIVITIES Net Profit before tax 2157405 7300608 Adjustments for: Fair valuation gain oninvesiments (sat9s7) (608650) Fer valuaton gain ong erm ans 2a88 ea3 Depreciaton 1,999.42 181999 Interest and Finance Charges mart 0537 Interest income (193421) (1246.08) Dwiterd income (782567) (626587) Profi on sal of investrent (950.0) 1701) (ProfiLoss on sale of Property, Plant and Equipment 630) (585) Adjustment in OCI reserve ) (ea) Provision nolongerrequred (15885) (673) Provision forbad and doubt debts est an Eecve portion ofcash fowhedges 510 (351) Actuarial Gain Loss on Defined benefit obligation (Gratuity) 645 278 BadDebis - 846 (1326.81) (inary ‘Adjustments for changes in working capital: (crease) Decrease'n Trade receables Sauer (1574855) (rotease\Decrease inthe receables (162881) ran) (icrease\Decreae in nverioies (ear34) (14861) Increas! (Decrease) n Curent abies 8 Provisions (859550) | G.1s759) | 95824 759957) Cash generated from operations. | 5108.65 365895 Direct Taxes pad cares) | water | (aret.7a) 73172) Nt eash from operating activities (A) Ts rm B. CASH FLOW FROM INVESTMENT ACTIVITIES: Purchase of Property Plant and Equipment (6287.39) (238.02) Proveeds from Sale of PE 396 ‘94 Purchase of Investments (60.4826) (3156228) Sale of investments aass2at 2787920 (rcreaseyDecreaseinLoans (2950.00) 78000 Interestincome 191069 1.24488 Dvitend income 782567 6255.87 IncreaseDecreasein Inter corporate deposit 5000.00 (1900.00) (rereasoyDecreasein Ter depots 2,000.00 4000.00 Cash from investment activities (8) 582.64 505227 33.SIMPSON & COMPANY LIMITED ‘CASH FLOW STATEMENT FOR THE YEAR ENDED (All amounts are in INR lakhs unless otherwise stated) Parielrs pros 2022 3103-2021 ©. CASH FLOW FROM FINANCING ACTIVITES: vines nanc charges on borowngs ct0e) i248 Dvtonipai szr31) (e057 Payment vars tacinal stares casst6s) - Cashtrom nancing actives (C) 5 T= Netinreasel Decrease) incash& Cash enue (ABsC) 558 ry Cash and ash Equal (Opening Banc est ans cash and ash Equivalents (tsng Batre) 106707 sisi ‘Casha cash equivalents (lr note ne 10) Balance ibanks (@) incurent accounts 03.66 41341 (b)inunclaimed dividend account (oot operators) 15801 aro Cason hae sao a0 er at ‘Te aocompanying notes are an integral part of the financial statements ‘A. KRISHNAMOORTHY (DIN: 00001778) CChaiman& Managing Director P.S. RAJAMANI (DIN: 01560803) Whole time Drctor Dr. R. MAHADEVAN (DIN: 00001690) , VIURYARAGHAVAN (DIN: 00026763) Dr. SANDHYA SHEKHAR (DIN: 06986358) Directors Partner This is the Cash Flow Statement reterredtein cur repor of aven date For RGN. PRICE & CO., Charred Accounlais, FRNo. 0027855, MAHESH KRISHNAN Membership No. 206520, S. SRINIVASARAGHAVAN (Chet Financial Oficer& Company Secretary (Chennai 28 June, 2022woudnbg pur wed fuedoig Uo anger eBoy Bupieos ¥¢ {900 0N 9}0 cxnietz | cosy (evtyiny 200 610 2004) NaN gOTBN30 WBA) S3TAIONY wor [overt | ssone issee_|eveeee [ower vreoer | erst - seve | weeve |- - sesiz | eszeze foooe'e |- - vress' | zozaee ousoteneg ynpoid MeN seer | svise wor fasts Jos eos oar — | ovens ‘vemos serndueg SLASSV TGIONVINI UBHLO ‘| To [ewww [= wr [we foe [wo [= = Toes (a) eg = = = eH mF eH ey ue proyssey uo wes | vous we |- - wi foo — uso | - - - we ovisee | iszse'e | - we orgs ALuadoud LNBMASZANI wove | cos (eNtyie :0u oy s0j04) + SS3UDOUd-NI-MUOM Twuld¥o"eL oseever_| soserel | levees) [ver seer [over [oowecn [on [eve | eszie | osveo | eveseoe 0 creer fire [ori ee [ove |vese [vee orm [wen [umes ores: [uae seme wer for Jorn |- wo fora wes feos | - oo feos: zone joudnby 0249 sssor foouss | ou |- ose facez orise forser | - ur [rear | esaee tung wa toon | avsoe |- aor fio J oreee forsee | - esi fers forsue 64 BoN0.3 serosa | svioe'at | ovsezei| ave event [ezecss | revseer fovisi'er Joze | azasr | evsee's | aveisie ‘Auouyson pus wag oo oo [ars fase : : seer fers | ve seer ue proyssey uo over | uzxoe' | sosuo |= ovr | aceon ferzove |- - cor | uvns'e uw prays vo sfupina owzozs | seve | - - vrvees Jar |- seu | ovuoce Povsers-oue7 saNaanoa aNY anv 43404 “1 veozente |zzoz-0-te | renzo ve veozwo io | zeoe-ooe f leoz-ro-10 eae |rzar oe | 220771 Ieousnpy|unvipans fok oa soa] OZPEHO | 02-5 Iaowanpy| sesodsia | svonpny | EIT suyrnouava wooTd 13 WOUWZILNONY | NOUWIOSWAaG WOOT S809 ‘S1aSSV JTSIONVINIGNY ALH3dOUd LNSWLS3ANI ‘LNAIdINDA ONY LNVId ‘ALHadOud "L (paves asimsoyso ssojun syye} YN] UI O18 siUNoWE jy) ‘SLNAWALVIS TVIONVNId 3H O1 SALON GALIWIT ANVdINOS 8 NOSdIIIS 35wowelneg pue weg Ausdold ub pees aBiey Bupw6ar ye» 1'6'0u HON jes wane fT (olive 00 ns snangoranag Huon S21aON¥IN (| wor [oor forme [= [- [owes [oveeee [arse [- [over [eieee 7 - | zeae | 20202 wart wing 91) OW vv fovse - / vie fiers oseas |- — Joror fore senyos, sion s1399v aTeIONVIM we EE nL Sunn nnn Lian EE GE GORE Laz cL Ld pom pews wo sia uses foo |- J- — Jowr arse forse J- ]- asm pum pons vo sta ovisea lorisee | es eC prorspiey suwaous 1nanasann 2 seise fovese (ohn :0 08 94) ssaupousntowuon tyslav9“y ware [ware [ware | worl [warn [ae want [ware a a wae [ron [oF = arate aria fever frve | aie Jou [oom we fara win sss forse |- sce Jovace foxes au farses ero firs forere | wa oraz |ovsue wo jase on facoova | weesess |— aves |ovaicn [orsisse seme [reese wea fors favor J J- J Yoseer fovse J- = soar pam pute Uo seaez [ious [seco wu aes fener wusz bum pty vo tp vues forsee |- CT prouspiey ANanaino3 anv Lnv14 A14ado4e"t vateeose [ener |20290%° [eur] umn czozr10 | 202012 | sessdig | suoapey |oee010 wey | vesy | iesy weer | ese i swvinouave yoo GN NOUaIINORY /NOUViDRWARG a0 S08 ‘SLASSV 3TSIONVLNI GNY ALWAdOUd LNAWIS3ANI ‘LNSWdIND’ GNW INV Id ‘ALYadOud (Paes asimvayio ssajun syye} YN Us B18 SjunoWE jy) ‘SINBW3LV1S TVIONVNId 3HLO1 SALON GALINIT ANVdWOO 8 NOSdIIS 36SIMPSON & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (All amounts are in INF lakhs unless otherwise stated) Particulars asatsis20 | Asatst-as2net 4, FINANCIAL ASSETS - NON-CURRENT INVESTMENTS (SUMMARY) (A) Investments in Subsidiaries (Atcost) Eauity Shares (Quoted) 3951.18 sesi.t9 Eauty Shares (Unquotes) 1965094 1992023 Fully Conroe Pretrance Shares (Unquote) 3000.00 000.00 (®) Investments in Associates (At cost) Equity Shares (Quoted) 6896.10 6896.10 uty Shares (Unquetes) 2962.38 2.8868 Fully Conrtle PretrenceShars (Unquots) 492497 1.12497 (©) Investments in Joint Ventures (At ost) Eauity Shares (Unquoted) 120000 1.20000 (©) Investments in Others Eauity Shares (Ques) (A Far value) 195423 13525 Equity Shares (Unquoted (tos) 2549 2348 Total() 308268 {€) Investments in Deb instruments Tax tee Interest Bonds (At Amortsed Cost) 57259 Zero Coupon Bonds (At Far Vaue) 06.88 Total (i) __1aT945 {F)_Investments in Mutual funds /A Far vale) Debt Funds - Fixed Maturity Plans - asz74 Debt Funds -Open ended 50,¢8403 esttse Eauity Funds 17402075 538500 Tota i) 67.9067 3590486 Grand Total) + (i) + (i) arias | 7e6695 37SIMPSON & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (All amounts are in INF lakhs unless otherwise stated) “&_ FINANCIAL ASSETS - NON-CURRENT INVESTMENTS re a Destin Vike [ots [ ana [Rootaane [amet (A) INVESTMENTS IN SUBSIDIARIES (i) In Equity Shares ; (At Cost) Pearce ay 3 enc tytn manent ot | sa] a0 seo) tsp igo o| S| om| iem| ae ‘reas &| of SR) SA) See seston | esos] a] adem | agar rasta 3 | dime | oxime | dann | wate eet ° ° ©] Sie | Saar Setant Goes Frncete £| “toome | “ae | ancoe | “aoe thom viersevsta | imeoe| — ‘am| ina | "aoe Teeter | tems] Sas] eae | de 20,442.97 20,556.23, Ls: tp Poe as Pe eae py nian Stars ta cs caee faces ‘Unquoted, fully paid up - ia Spenfu retlccmshe Plows Stove Foy encod Press Sowaene 0 | samo] — cou} soma | aon saetentan 0 | sao} sou | sora | ston aan ants (8) INVESTMENTS IN ASSOCIATES Beene amano tle apap ‘Unquoted, fully paid up - Sn eae wo | area | asi aps (i) In Fully Convertible Preference Shares :(Atcost) ‘Unquoted, fully paid up ~ 8% Fuly Convertible Cumulative Preference shares of ‘Amalgamatons Valeo Clutch Priva Lid wo | t2ar19 497 112687 11249719 38SIMPSON & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (All amounts are in INF lakhs unless otherwise stated) “4 _ FINANCIAL ASSETS - NON-CURRENT INVESTMENTS fa oe Destin Vite Tote [anno Rtas | noo 1 WESTHETEW Jw VENTURE ia are eo} Soe a So. uae Phes ta a ee ‘a (0) INVESTMENTS IN OTHERS 0) heyy Shera a) duet aie ours na ed eee Date i] im} af g] ae (etek 2] nm] sir f eto] ata Pees | iss| sae) tom] aos an ara 5) cen] sus | Sam] ts (octormiceeatnuwcetomanta |) um | auf emf trot 2) am] ef sam] ts ra xorg 2) Tm] ef amo] a reowsal ed ee uy Ste co Soe a - a ey Panera) we | son] sone fr (formerly Madras Enterprises Ltd.) 1 656,093. 11.99 455,620 11:99 (tmeyucleumasonceaetnieg | | cs - a rol at ast 39SIMPSON & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (All amounts aro in INF lakhs unless otherwise stated) “&_ FINANCIAL ASSETS - NON-CURRENT INVESTMENTS Face sat 3T-082022 AsatsT03.2021 Description Value “a | Noofshares | Amount | Novofshares | Amount (€) INVESTMENTS IN DEBT INSTRUMENTS In Tax Free Interest Bonds (At Amortised cost) Quoted, fully paid up 8.00% 8.00% Tranche 1 Series | Tax Free Bonds 80th ‘Series of Indian Railway Finance Corporation Lis 1000 4350 - 4350 2350 8.20% Tranche -1 Series | Tax Free Bonds of Power Fiance Corporation id 1000 5696 - 56% 5696 7.11% Tranche - 1 Seties Tax Free Bonds of Power Finance Corporation Ltd 1000 518 514 54 5 8.20% Tranche -1 Series |Tax Free Bonds of National Highways Authotyof India 100 4946 - 405 4945 7.44% Tranche -1 Series IA Tax Free Bonds of National Highways Authortyof India 1000 sria srs 57a sri 8.51% Tranche - Il Saas | A Tax Free Bonds of Housing and Uban Development Corporation Limited 1000 29900 20000 0000 20000 8.28% Tranche | Series | A Tax Free Bonds of Indian Raliay Finance Corporation Lid 1000 29000 20000 20000 20000 7.07% Tranche - | Series 1A Tax Free Bonds of Indian Rabway Finance Corporation is 1000 5040 e040 6010 e040 8.41% Tranche -I Series A Tax Fee Bonds of Iria Inrastructure Finance Company id 100 20000 200.00 200.00 Subtotal 72288 87288 Bala Finance Limited -Zero coupon Bonds ‘1000000 - - = 606.86 Axis Finance Limited -Zero coupon Bonds ‘1000000 5 495.11 - - HDB Financial Services Limited-Zero coupon Bonds 1000000 soo | 1001.60 - - Ayala France Linited- Zero coupon Bonds 1000000 so | 101740 - - Subtotal 25141 Total 236.78 40SIMPSON & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (All amounts are in INF lakhs unless otherwise stated) FINANCIAL ASSETS - NON-OURRENT NVESTHENTS fas |_ REE ET Descintion ate TE.oT amount | yah | amunt {FIWESTWENTSW MUTUAL FUNDS (AT FAI VALUE) Unqtd,ulypald p Debt Funds - Fixed Maturity Plans (Growth Scheme) Aaya BiaSunite Seris PU (1488 ay) - Regular Growth we] | | zownoto) esse Sere PV( 162 Dy) - Reg. Gomh we] | | zomor) sera Seri PY (409s) - Regular we] | | zomora) sree Series (1086 Daj) - Regular -Growh we] | | zoo) ass Series 3 (188 Days) -Reuar-Gronh we] | | zownoto) sss wore 1404 ays -My 2018 ()-Repur- Growth we] | | 2rmot) amas [te Paden Seras 60900 Plan A Rega. Goh we} | | aomoto) are wore Sets 152 -Regler-Growh we] {| somoro) soos Koi Series 26 Repl -Gowh | || eeoss0f —aanar Series 250 -Reple-Growh we} | -| zomor) sare Nippon na or Sres 6 Regular Growth we] -f | zomor) seas Pai nia Sets BA- Rear -rowh ee Site Banfi Series 71175 Days) -egder-Growh we] | | zonmot) sare um ‘Series XIX - IV (1422 Days) - Regular - Growth 10 - = | 4,000,000 515.19 eras XX- (185 a) Pap Gomh we] | | zomor) seas TOTAL - san (F)IVESTMENTS IV MUTUAL FUNDS (AT FAI VALUE) Unqotd uly pid up Debt Funds - Open ended (Growth Scheme) Aaya ita Suri Conor Bon-Reqar-Gronh wo | ssteoio) svrsar | retecer] taser Aaya Bila Sune CRISIL SDLP AAA PSU Ap 20276040 Index Fund-Reqr- Groh | omen] ae) | - ‘ya ia Su Ny SDL Ps PSU Bord Sep 2086020 Inox Fund-Reqr- Growth | scum] as] -] = ‘is AA Bon Pls SOL ETE- 2026 Wty -Reuar-Gowh Jason] ose] |= 44SIMPSON & COMPANY LIMITED NOTES TO THE FINANCIAL STATEMENTS (All amounts are in INF lakhs unless otherwise stated) FINANCIAL ASSETS ~ NON-CURRENT INVESTMENTS. fae |_| ET Desciton vaie TEST anoune | Wah ame ‘is AA Bord Ps SOLETF- 2026 Maury Fado Fund Reglar-Groth 1 | assis | soso ‘isang PU Debt Repl - Growth of ose] ssoss | too) zanre ‘Cpr Det-Reqr- Growth to frre | oo. | garease] ero BEARAT Bord FOF 2025- Regu rowh to | seccaeo| race | seston | zona BHARAT Bond FOF 2020- Reda - Groth to fivowror | ovorar Jrarzoe) zones OP Carport Bond Fund Reus - Growth w |rssron| es] | OSPF Fred Rega -Grwh w frei] on] =] = DSP Ny SOL Pus Sen 202890. dex-Reguar-Growr | 0 | 2soiare| 25080 - EsehsssNFTY PSUBané Pls SL ndex-2028-Regir-crowh | 10 | sacs} gozs0 | soma) coer EdehiosNFTY PSUBond Pls SL ndex-2027-Repiar-crow | 0 | sooan] oie) =] = HOFCBaning ard PSUDebt-Repdlr-Growth to | ssrara | 1sosc0 | aastssr) saraon OFC oporateSon-Reqr- Groth te fiozsrae | sre | gare) tostes llc Prana Barn & PSU Deb - Regul. Grow 10 | ssczam | 20 | gasrae) zomas [lc Peis Cro ond Regula -Grwh to frssozom | areas | cazzame) 15era0 [DFC Ban & PSU Debt- Repu - Growth wo fs | era | aoe7s) to0nos [oF CoptatSond-Rpua-Growh te fraose | saves fonoscas | aortas [DFC Git 2027 dex. Reg - Groth so frsooooes | sours | gomoze] sare IDF itz ndex- Reger - Groth to foseiai | sso Jason) snoae Kotak Copa Bond Stndar-Regar-Groxt wow | sssxe] sasoas | sizeof ass Lar Banking ard PSUDeD- Regula -Gromh to | soo | ois | gooresr) s4e57s LET Til Ac Bond Req Grom so | iorom | sioss | sorgeo] ston Ngo i Banking & PSU Debt- Repu. Growh wo fivcosi] sasse | sargera] nse Nogon ida Dai Bond- Regs -Growh to frosmsre| szseo] |= Nope la Fatig ate-Regr-Grovth to | soinoe | voce | aasaoes | azast Nope ETENRy SDL 2028 te | room| somo) =) = Nopon ni ETE NityCPSE Bord Pls SL - 2024 ee 681 Copuae Bord Furd-Regua-Growh 10 fossosia | sooo fazsaret) areese S01 Faing leat Fund Ropar - Groth w fom) aie) =] = Tala Flaine Fund-Reqar.Gowh ee UT Copa Bond Furd- Pap. Giowh to forsesson | 2souas | saarrae] cess TOTAL) soseuns aaittse 42