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Independent auditors’ report
 
  To the members of Tomkins plc
We have audited the individual financial statements of Tomkins plc (‘the Company’) for the year ended 2 January 2010 (‘the Company’s financial statements’) which comprise the Company’s balance sheet and the related notes 1 to 18. These financial statements have been prepared in accordance with applicable law and United Kingdom accounting standards (United Kingdom Generally Accepted Accounting Practice).

This report is made solely to the Company’s members, as a body, in accordance with Chapter 3 of Part 16 of the Companies Act 2006. Our audit work has been undertaken so that we might state to the Company’s members those matters we are required to state to them in an auditors’ report and for no other purpose. To the fullest extent permitted by law, we do not accept or assume responsibility to anyone other than the Company and the Company’s members as a body, for our audit work, for this report, or for the opinions we have formed.

Respective responsibilities of Directors and auditors
As explained more fully in the Statement of Directors’ Responsibilities, the Directors are responsible for the preparation of the Company’s financial statements and for being satisfied that they give a true and fair view. Our responsibility is to audit the Company’s financial statements in accordance with applicable law and International Standards on Auditing (UK and Ireland). Those standards require us to comply with the Auditing Practices Board’s Ethical Standards for Auditors.

Scope of the audit of the Company’s financial statements
An audit involves obtaining evidence about the amounts and disclosures in the Company’s financial statements sufficient to give reasonable assurance that the Company’s financial statements are free from material misstatement, whether caused by fraud or error. This includes an assessment of:

whether the accounting policies are appropriate to the Company’s circumstances and have been consistently applied and adequately disclosed;
the reasonableness of significant accounting estimates made by the Directors; and
the overall presentation of the Company’s financial statements.

Opinion on the Company’s financial statements
In our opinion the Company’s financial statements:
give a true and fair view of the state of the Company’s affairs as at 2 January 2010;
have been properly prepared in accordance with United Kingdom Generally Accepted Accounting Practice; and
have been prepared in accordance with the requirements of the Companies Act 2006.

Opinion on other matters prescribed by the Companies Act 2006
In our opinion:
the part of the Remuneration Committee report to be audited has been properly prepared in accordance with the Companies Act 2006; and
the information given in the Directors’ Report for the financial year for which the Company’s financial statements are prepared is consistent with those financial statements.

Matters on which we are required to report by exception
We have nothing to report in respect of the following matters where the Companies Act 2006 requires us to report to you if, in our opinion:
adequate accounting records have not been kept by the Company, or returns adequate for our audit have not been received from branches not visited by us; or
the Company’s financial statements and the part of the Remuneration Committee report required to be audited are not in agreement with the accounting records and returns; or
certain disclosures of Directors’ remuneration specified by law are not made; or
we have not received all the information and explanations we require for our audit.

Other matter
We have reported separately on the consolidated financial statements of Tomkins plc and its subsidiaries for the year ended 2 January 2010.

John Murphy (Senior Statutory Auditor)
for and on behalf of Deloitte LLP Chartered Accountants and Statutory Auditors London, United Kingdom

26 February 2010