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Standard Batteries Ltd.

BSE: 504180 Sector: Others
NSE: STANDRDBAT ISIN Code: INE502C01039
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VOLUME 10
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Standard Batteries Ltd. (STANDRDBAT) - Director Report

Company director report

Dear Members

Your Directorshave pleasure in presenting this Seventieth Annual report on the affairsof the Company together with the Audited Statement of Accounts for the year ended on 31stMarch 2017

A. The Extractof the Annual Return in form MGT-9:

Pursuant to section 92(3) of the CompaniesAct 2013 and Rule 12(1) of the Companies(Management and Administration) Rules2014.

I. Registration and other Details i CIN: L65990MH1945PLC004452 ii RegistrationDate: 20th June 1945

iii. Name of the Company: THE STANDARD

BATTERIES LIMITED

iv. Category: Company Limited by shares

Sub-Category of the Company: Indian Non-Government Company

v. Address of the Registered Office and contact details:

Rustom Court Opp. Podar. HospitalDr. Annie Besant Road Worli Mumbai- 400030Maharashtra India Tel: (022)24919570/24919569 Email: standardbatteriesl23@vahoo.co.in

Website: www.standardbatteries.co.in vi. Whether Listed Company: Yes Listed on BombayBSE

The Company was also listed with Calcutta Stock Exchange and Chennai Stock Exchangewhich have been de-recognised by SEBI.

vii. Name Address and Contact details of Registrar and Transfer Agent:

M/s. Sharex Dynamic (India) Pvt. Ltd.

Unit-1 Luthra Industrial Premises 1st Floor Safed Pool Andheri-Kurla Road Andheri(East) Mumbai - 400 072.

Tel.: 91-22-28 515 606/644 Fax: 91-22-28512885 Email: sharexindia@.com

II. PRINCIPAL BUSINESS ACTIVITIES

All the business activities contributing 10 % or more of the total turnover of theCompany

SI. Name and Description No. of main products NIC Code of the Product % to total turnover of the Company
1. Dealer of Steel & Metals 51420 100%

PARTICULARS OF HOLDING SUBSIDIARY AND ASSOCIATE COMPANIES

The Company doesn't have any holding subsidiary or associate companies.

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity)

i) Category-wise Share Holding

No. of shares held at the beginning of the year

No. of shares held at the

Category of shareholders Demat Physical Total %of total Shares Demat Physical Total end of the year %of total Shares % Change during the year
A.Promoters
(1) Indian
a) Individual/HUF - - - - - - - - -
b) Central Govt - - - - - - - - -
c) State Govt(s) - - - - - - - - -
d) Bodies Corp. 2100282 - 2100282 40.62 2100282 - 2100282 40.62 -
e) Banks / Fl - - - - - - - - -
f) Any Other - - - - - - - - -
Sub-total (A) (1) 2100282 - 2100282 40.62 2100282 - 2100282 40.62 -
(2) Foreign
a) NRIs -
- - - - - - - - -
Individuals
b) Other -
- - - - - - - - ' -
Individuals
c) Bodies Corp. - - - - - - - - -
d) Banks / Fl - - - - - - - - -
e) Any Other. . .. - - - - - - - - -
Sub-total (A) (2): - - - - - - - - -
Total shareholding of Promoter (A)=(A) (1)+(A)(2) 2100282 - 2100282 40.62 2100282 - 2100282 40.62 -
B. Public Shareholding
1. Institutions
a) Mutual Funds 2300 6750 9050 0.18 3550 - 3550 0.07 (0.11)
b) Banks / Fl 310 1510 1820 0.04 310 - 310 0.01 (0.03)
c) Central Govt - - - - - - - - -
d) State Govt(s) - - - - - - - - -
e) Venture Capital Funds - - - - - - - - -
f ) Insurance Companies 1378087 - 1378087 26.65 1384837 - 1384837 26.78 +0.13
9) Flls - - - - - - - - -
h) Foreign
Venture - - - - - - - - -
Capital Funds
i ) Others - - - - - - - - -
(0.01)
Sub-total (B)(l):- 1380697 8260 1388957 26.86 1381947 - 1388697 26.85
2. Non-Institutions
a) Bodies Corp.
) Indian i 108793 23795 132588 2.56 60245 55619 115864 2.24 (0.32)
ii) Overseas - - - - - - - - -
b) Individuals
i ) Individual shareholders holding nominal share capital upto ?1 lakh 885018 581638 1466656 28.37 82876 25305 108181 2.092 (26.278)
ii) Individual shareholders holding nominal share capital n excess of i Rs 1 lakh - - - - - - - - -
c) Others specify)
Trusts 1250 - 1250 0.02 0 - 0 0 0.02
Clearing member - - - - 3064 - 3064 0.59 0.59
Market Maker - - - - - - - - -
Foreign
5 0 5 0.0001 5 0 5 0.0001 -
Nationals
Non Resident Indians (Repat) 2023 0 2023 0.0391 1922 0 1922 0.037 0.002
Non Resident Indians (Non- Repat) 1864 760 2624 0.052 658 760 1418 0.027 -0025
Foreign Companies - 76740 76740 1.48 - 76740 76740 1.48 -
Overseas
Corporate - - - - - - - - -
Bodies
Independent Directors - - - - - - - - -
HUF - - - - - - - - -
Sub-total (B)(2): 998953 682933 1681886 32.51 998953 682933 1681886 32.51 -
-
Total Public Shareholding (B)={B)(1)+ (B)(2) 2379650 691193 3070843 59.38 2379650 691193 3070843 59.38
C. Shares held by Custodian for GDRs & ADRs - - - - - - - - -
Grand Total (A+B+C) 4479932 691193 5171125 100 4479932 691193 5171125 100 -

(ii) Shareholding of Promoters

Shareholding at the beginning of the year

Shareholding at the end of the year

Shareholders Name No. of Shares % of total Shares of the Com- pany %of Shares Pledged / encum- bered to total shares No. of Shares % of total Shares of the Com- pany %of Shares Pledged / encum- bered to total shares % Change n i share holding during the year
Mcleod Russel
1003820 19.41 N.A 1003820 19.41 ' N.A No change
India Ltd.
Bishnauth
766062 14.81 N.A 766062 14.81 N.A No change
Investments Ltd.
Williamson Magor &
288625 556 N.A 288625 5.56 N.A No change
Co.Ltd.
Williamson Financial
41775 0.81 N.A 41775 0.81 N.A No change
Services Ltd.

(Hi) Change in Promoters' Shareholding (please specify if there is no change)

Shareholding at the beginning of the year Cumulative Shareholding during the Year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
Mcleod Russel India Ltd.
At the beginning of the year 1003820 19.41 1003820 19.41
Date wise Increase / Decrease in Promoters Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the End of the year 1003820 19.41
Bishnauth Investments Ltd.
At the beginning of the year 766062 14.81 766062 14.81
Date wise Increase / Decrease in PromotersShare holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the Endof the year 766062 1481
Williamson Magor & Co. Ltd.
At the beginning of the year 288625 5.58 288625 5.58
Date wise Increase / Decrease in PromotersShare holding during the year specifying the redsons for increase / decrease (e.g. allotment / transfer / bonus/ sweat equity etc): No change during the year
At the Endof the year 288625 5.58
Williamson Financial Services Ltd.
At the beginning of the year 41775 0.81 41775 081
Date wise increase / Decrease in PromotersShare
holding during the year specifying the reasons

No change during the year

for increase / decrease (e.g. allotment / transfer /
bonus/ sweat equity etc):
At the Endof the year 41775 0.81

(iv) Shareholding Pattern of top ten Shareholders (other than Directors PromotersandHolders of GDRs and ADRs):

Shareholding at the beginning of the year Cumulative Shareholding during the Year
No. of shares % of total shares of the Company No. of shares % of total shares of the Company
1. LIFE INSURANCE CORPORATION OF INDIA
At the beginning of the year 1080350 20.89 1080350 20.89
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 1080350 20.89
2. MCLEOD RUSSEL INDIA LIMITED
At the beginning of the year 1003820 19.41 1003820 19.41
Date wise Increase / Decrease in Share holding
during the year specifying the reasons for increase
/ decrease (e.g. allotment / transfer /bonus/ sweat
equity etc):
At the Endof the year 0 0 1003820 19.41
3. BISHNAUTH INVESTMENTS LIMITED
At the beginning of the year 766062 14.81 766062 14.81
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 766062 14:81
4. WILLIAMSON MAGOR CO LIMITED
At the beginning of the year 288625 5.581 288625 5.581
Date wise Increase / Decrease in Share holding during the year specifying the reasonsfor increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the Endof the year 288625 5.581
5 THE ORIENTAL INSURANCE Company LIMITED
At the beginning of the year 162900 3.15 162900 3.15
Date wise Increase / Decrease in Share holding
during the year specifying the reasons for increase
No change during the year
/ decrease (e.g. allotment / transfer /bonus/ sweat
equity etc):
At the Endof the year 162900 3.15
6. THENEW INDIA ASSURANCE COMPANY LIMITED
At the beginning of the year 84450 1.633 84450 1.633
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the Endof the year 84450 1.633
7. HITESH RAMJIJAVERI
At the beginning of the year 77744 1.503 77744 1503
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc):
At the End of the year 77744 1.503
8. OLDHAM INTERNATIONAL LTD
At the beginning of the year 60245 1.165 60245 1.165
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 60245 1.165
9. ANUSHREYA INVESTMENTS PVT. LTD.
At the beginning of the year 55619 1.08 55619 1.08
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): .
At the End of the year 55619 1.08
10. UNITED INDIA INSURANCECOMPANY LIMITED
At the beginning of the year 50387 0.974 50387 0.974
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc):
At the End of the year 50387 0.974

(v) Shareholding of Directors and KeyManagerial Personnel:

Shareholding at the beginning of the year

Cumulative Shareholding during the Year

No. of shares % of total shares of the Company No. of shares % of total shares of the Company
Mr. RAMA SHANKAR JHAWAR (Director)
At the beginning of the year 10 0.0002 10 0.0002
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 10 0.0002
Mr. FAROK JIMI GUZDAR (Whole-time
Director)
At the beginning of the year 1165 0.02 1165 0.02
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase /decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 1165 0.02
Mr. GOBIND PRASAD SARAF (Independent
Director)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasonsfor increase / decrease (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the Endof the year 0 0
Mr. TIPPIRAJAPURAM RAMAMIRDASWAMINATMAN
(Independent Director)
At the beginning of the year 0 0 0 0
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 0 0
Ms. KUSUM DADOO (Independent Director)
At the beginning of the year 0 0 0 0

 

Date wise Increase / Decrease in Share holding
during the year specifying the reasons for increase
No change during the year
/decrease (e.g. allotment / transfer /bonus/ sweat
equity etc):
At the Endof the year 0 0 0 0
Mr. SHAMRAO RAMKISAN LANDGE (CFO)
Appointed with effect from 1st April 2016.
At the beginning of the year 700 0.014 700 0.014
Date wise Increase / Decrease in Share holding during the year specifying the reasons for increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the End of the year 700 0.014
Mr. BHUPENDRA NAROTTAMDAS SHAH
(Company Secretary)
At the beginning of the year 5 0.0001 5 0.0001
Date wise Increase / Decrease in Share holding during the year specifying the reasonsfor increase / decreas e (e.g. allotment / transfer /bonus/ sweat equity etc): No change during the year
At the Endof the year 5 0.0001

V. INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due forpayment

Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness
Indebtedness at the beginning of the financial year
i ) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid
ill) Interest accrued but not due
Total (i+ii+iii) Nil Nil Nil Nil
Change in Indebtedness during the financial year
Nil Nil Nil Nil
• Addition
• Reduction
Net Change Nil Nil Nil Nil
Indebtedness at the end of the financial year
i) Principal Amount Nil Nil Nil Nil
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i+ii+iii) Nil Nil Nil Nil

VI. REMUNERATION OF DIRECTORS AND KEYMANAGERIAL PERSONNEL

A. Remuneration to Managing Director Whole-time Director and/or Manager:

Particulars of Remuneration Mr. F.J. GUZDAR Total
(Whole-time Director) Amount
Gross salary 1036000 1036000
(a) Salaryas per provisions contained in section 17(1) of the Income-tax 95457 92942
Act 1961
(b) Value of perquisites u/s 17(2) Income-tax Act 1961
(c) Profits in lieu of salary under section 17(3) Income-tax Act 1961
Stock Option -
Sweat Equity - -
Commission
-a s % of profit - -
-other s
Others -
Total (A) 1131457 1128942
Ceiling as per the Act (Asper Part Bof Schedule V)

B. Remuneration to otherDirectors:

Particulars of Remuneration
Mr. RAMA SHANKAR JHAWAR Mr. GOBIND PRASAD SARAF Mr. TIPPIRAJAPURAM RAMAMIRDA SWAMINATHAN Ms. KUSUM DADOO Total Amount
Independent Directors
• Fee forattending board / committee meetings 25000 25000 22500 22500 95000
• Commission
• Other s
Total (1) 25000 25000 25000 25000 95000
4. Other Non-Executive Directors
• Fee forattending board / - - -
committee meetings
• Commission - - - - -
• Others - - - - -
Total (2) 0 0 0 0
Total(B)=(l+2) 25000 25000 22500 22500 95000
Total Managerial Remuneration 25000 25000 22500 22500 95000
Overall Ceiling as per the Act

C. REMUNERATION TO KEYMANAGERIALPERSONNEL OTHER THAN MD/MANAGER/WTD

Key Managerial Personnel
Particulars of Remuneration Company Secretary CFO Total Amount
Mr. Bhupendra Narottamdas Shah Mr. Shamrao Ramkisan Landge
Gross salary
(a) Salary as per provisions contained in section 17(1) of the Income-tax Act 1961
180000 197750 377750
(b) Value of perquisites u/s 17(2) Income-tax Act1961
(c) Profits in lieu of salary under section 17(3) Income-
tax Act1961
Stock Option - - -
Sweat Equity - - -
Commission
- as % of profit - - -
-other s
Others - - -
Total 180000 197750 377750

VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:

Type Section of the Companies Act Brief Description Details of Penalty/ Punishment/ Compounding fees imposed Authority [RD/NCLT/ Court] Appeal made if any (give details)
Penalty - - - - -
Punishment - - - - .-
Compounding - - - - -
C. Other Officers in Default
Penalty - - - - -
Punishment - - - - -
Compounding - - - - -

B (I) Number of meetings of the Board:

During the year 2016-17 the Board of Directors met Fivetimesviz.on 30th May 2016;12thAugust 2016; 9th September 2016 10th November 2016and 10th February 2017.

Sr.No. Date of Board Meeting Directors attending Board Meeting
1 30th May2016 Mr. T. R. Swaminathan Mr. R. S. Jhawar Mr. Gobind Prasad Saraf
Mr. F.J. Guzdar and Ms. Kusum Dadoo
2 12th August 2016 Mr. T. R. Swaminathan Mr. R. S. Jhawar Mr. Gobind Prasad Saraf
Mr. F.J. Guzdar and Ms. Kusum Dadoo
3 9th September 2016 Mr. R. S. Jhawar Mr. Gobind PrasadSaraf and Mr. F.J. Guzdar
4 10th November 2016 Mr. T R. Swaminathan Mr. R. S. Jhawar Mr. Gobind Prasad Saraf
Mr. FJ. Guzdar and Ms. Kusum Dadoo
5 10th February 2017 Mr T. R Swaminathan Mr. R. S. Jhawar Mr. Gobind Prasad Saraf
Mr. F.J. Guzdar and Ms. Kusum Dadoo

(II) Composition of Audit Committee and Number of Meeting of the Audit Committee:

The Audit Committee comprisesof following Directors:

1. MR T. R. SWAMINATHAN CHAIRMAN

2. MR. R. S. JHAWAR

3. MR. GOBIND PRASAD SARAF

4. MS. KUSUM DADOO

5. MR F J. GUZDAR - WHOLE-TIME DIRECTOR

During the year 2016-2017 the Member of Audit Committee met four times viz. 30th May2016; 12th August 2016; 10th November 2016 and 10th February 2017.

C Directors' Responsibility Statement:

Pursuant to the requirement under section 134(3) (C) of the Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31stMarch2017the applicable accounting standards had been followed along with proper explanationrelating t o material departures;

(ii) the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2017 and of the profitand loss of the Company for that period;

(ill) the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

(iv) the Directors had prepared the annual accounts on a going concern basis; and

(v) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively.

(vi) the Directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

D. Astatement on declaration given by independent Directors under sub-section (6) ofsection 149;

All Independent Directors have given declarations that they meet the criteria ofindependent as laid down under Section 149(6) of the Companies Act 2013 and andprovisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

E. Company'spolicy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided under sub-section (3) of section 178;

The Policy of the Company on Directors' appointment and remuneration including criteriafor determining qualifications positive attributes independence of a Director and othermatters provided under subsection (3)of section 178 isappended as Annexure A to thisReport.

F. Comments on Auditors' Report

There are no qualifications reservations or adverse remarks or disclaimers made byM/s B. K. Khare & Co. Statutory Auditors in their report and by M/s. R. N. Shah& Associates Company Secretary in Practice in secretarial audit report.

G. Particulars of loans guarantees or investments under section 186:

Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 and Schedule V of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) regulations 2015 are given in thenotes to the Financial Statements.

H. Related Party Transactions:

Particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the form AOC-2:

All related party transactions that were entered into during the financial year were onan arm's length basis and were in the ordinary course of business. All Related PartyTransactions are placed before the Audit Committee. Prior omnibus approval of the AuditCommittee is obtained for related party transactions wherever required and thetransactions entered into pursuant to the omnibus approval so granted are placed beforethe Audit Committeefor reviewing on a quarterly basis.

The policy on Related PartyTransactions asapproved by the Board isuploaded on theCompany's website www.standardbatteries.co.in None of the Directors has any pecuniaryrelationships or transactionsvis-a-vis the Company

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014:

1. Details of contracts or arrangements or transactions not at arm's lengthbasis: Nil

2. Details of material contracts or arrangement or transactions at arm's lengthbasis:Nil

I. Dividend

Your Directors regret their inability to recommenc any Dividend for the year underreview.

J. Taxation Matters

The Company has claimed set-off of brough forward losses and unabsorbed depreciatiorrelating to assessment years when it was engagec in manufacturing of batteries. The Incometa> department has disallowed the set off of broughl forward losses on ground theCompany has sole the business to 'Exide' in A.Y 98-99 Company's appeal up to A.Y. 06-07has been accepted by Hon'ble ITAT. Thedepartment's appeal up to A.Y06-07 has not beenadmitted by High court. ForA.Y 07-08 Hon'ble ITAT has given order against Company forwhich the Company hasfiled an appeal before Hon'ble Bombay High Court. In subsequent yearsup to A.Y 11-12 the department has denied set-off of brought forward losses and unabsorbeddepreciation on the same ground. Company has filed appeals before CIT (A) and Hon'ble ITATagainst the orders passed. Pending appeals before Hon'ble High Court and these appellateauthorities the Company continues to claim set-off the brought forward losses andunabsorbed depreciation in the return of income in the current year. However out ofprudence in the current year provision is made for the tax payable including interest inrespect of earlier years amounting to i<s 0.21 crore (previous year ?0.31 crore).

K. Material Changes between the date of the Board report and end of financial year

There hc-'o ^een no material changes and commitments ifany affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements'ielate and the date of the report.

L. The conservation of energy technology absorption foreign exchange earnings andoutgo in such manner as may be prescribed;

Since the Company has sold its Industrial undertakings to Exide Industries Ltd.effective February 1998 information on conservation of energy technology absorptionare no more relevant There was no foreign exchange earnings and outgo stipulated underSection 134(3) (m) of the Companies Act 2013 read with Rule 8 of The Companies(Accounts)Rules 2014

M. A statement indicating development and implementation of a risk management policyfor the Company including identification therein of elements of risk if any which in theopinion of the Board may threaten the existence of the Company;

The Company has in place a mechanism to identify assess monitor and mitigate variousrisks o t key business objectives. Major risks identified by the businesses and functionsare systematically addressed through mitigating actions on a continuing basis. These arediscussed at the meetings of the Audit Committee and the Boardof Directors of the Company.

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of its operations. These are routinely tested and certified byStatutory as well as Internal Auditors.

N. The details about the policy developed and implemented by the Company if any onCorporate Social Responsibility initiatives taken during the year;

The Company is not required to constitute a Corporate Social Responsibility Committeeas it does not fall within purview of Section 135(1) of the Companies Act 2013 and henceit isnot required to formulate policy on corporate socialresponsibility.

O. Statement indicating the manner in which formal annual evaluation has been made bythe Board of itsown performance and that of its committees and individual Directors

The formal annual evaluation has been done by the board of its own performance and thatof its committee and individual Directors on the basis of evaluation criteria specified inthe Nomination and Remuneration policy of the Company. A member of the Board/committee didnot participate in the discussion of his/her evaluation.

The financial summary or highlights;

Particulars Year Ended Year Ended
31.03.2017 31.03.2016
Total Income from Operation 9511873 8535311
Profit before Interest & finance charges depreciation & taxation 1635922 946617
Less: Interest & finance Charges - -
Operating profit before depreciation & taxation 1635922 946617
Less: Depreciation amortization & impairment of asset 47583 72746
Profit before Exceptional Items 1588339 873871
Add: Exceptional Items - 525000
Profit before taxation 1588339 1398871
Current Tax (2103932) (2102000)
Prior year Tax Provisions - -
Deferred Tax Liability - -
Profit after taxation (515593) (703129)
Add: Balance brought forward (78068440) (77365311)
Profit available for appropriation (78584033) (78068440)
Less: Appropriation: - -
Transfer to General Reserve - -
Interim Dividend - -
Tax on Interim Dividend - -
Proposed Dividend - -
Provision for Taxon Proposed Dividend - -
Less: Additional depreciation charged due to change in useful life
Balance carried forward to Balance Sheet (78584033) (78068440)

The Company has achieved a turnover of ?9511873/-during the year under report ascompared to ?8535311/-during the previous year reflecting a increase of 11.44 % over theprevious year. The Net Loss of the Company during the year amounted to ?515593/-compared to net loss of ?703129/- in the previous year.

> the change in the nature of business if any: N.A

> the details of Directors or key managerial personnel who were appointed or haveresigned during the year: N.A.

Re-appointments

As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Farok J. Guzdar (DIN 00205930) will retire in the ensuing Annual GeneralMeeting and being eligible seek reappointment. The Board of Directors recommends his re-appointment.

Mr. Farok J. Guzdar (DIN: 00205930) who was appointed as Whole-Time Director holds theoffice till 30th September 2017. The Board of Directors recommends his re-appointment forfurther period of one year from 1st October 2017 to 30th September 2018 on the similarterms and conditions.

f the names of companies which have become or ceased to be its subsidiaries jointventures or associate companies during the year: N.A

'r the details relating to deposits covered under Chapter V of the Act: N.A

r the details ofdepositswhich are notincompliance with the requirements of Chapter V ofthe Act:N.A

> the details of significant and material orders passed by the regulators or courtsor tribunals impacting the going concern status and Company's operations in future: N.A

V the details in respect of adequacy of internal financial controls with reference tothe Financial Statements.

The Company has in place an established internal control system designed to ensureproper recording of financial and operational information and compliance with variousinternal controls and other regulatory and statutory compliances.

AUDITORS:

i. AUDITORS AND THEIR REPORT

As per the provisions of Section 139142 of the Companies Act 2013 read with rulesthereunder the Company had appointed M/s B.K.Khare & Co. Chartered Accountants(Firm Registration No. 105102W) as Statutory Auditors of the Company at the 68th AnnualGeneral Meeting of the Company held on Septerr.ber 212015 for a term upto the conclusionof ensuing 70thAnnual General Meeting of the Company.

The Report given by the IW/s. B. K. Khare & Co. Chartered Accountants Auditors onthe financial statements of the Company is part of the Annual Report. There has been noqualification reservation adverse remark or disclaimer given by the Auditors n i theirReport.

As per the aforesaid provision the Company is required to appoint new StatutoryAuditors in place of retiring auditor in order to comply with the Companies Act 2013 andprovisions thereunder. The Audit Committee has recommend at its meeting held on 26th May2017 to appoint M/s. V. Singhi & Associates Chartered Accountants as StatutoryAuditors of the Company for 5 Years from the conclusion of ensuing 70th Annual GeneralMeeting until the conclusion of the 75th Annual General Meeting of the Company.

SECRETARIAL AUDfTORS AND SECRETARIAL AUDIT REPORT

The Boardhas appointed M/s R NShah & associates Company Secretaries in Whole-timePractice to carry out Secretarial Audit under the provisions of section 204 of theCompanies Act 2013 for the financial year 2016-17. The report of the secretarial Auditoris annexed to this report as " Annexure B". The report does not contain anyqualification.

OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORK-PLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013:

In order to prevent sexual harassment of women at work-placethe Company has adopted apolicy for prevention of Sexual Harassment of Women at work-place and has set up Committeefor implementation of said policy under the Sexual Harassment of Women at Work-place(Prevention Prohibition and Redressal) Act 2013and during the year Company has notreceived any complaint of suchharassment.

Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules2014.

Requirements of Rule5(1) Details
(i) the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year; Mr. Farok J. Guzdar - 579.52 W.T.D.
(ii) the percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Mr. Farok J. Guzdar - NoIncrease
Officer Company Secretary or Manager if any in the financial year; Mr. Shamrao Ramkisan Landge - NoIncrease
Mr. Bhupendra N.Shah - NoIncrease
iii) the percentage increase in the median remuneration of employees in the financial year; No increase
(iv) the numPer of permanent employees on the rolls of Company; 3 employees as on 31st March 2017
(v) the explanation on the relationship between average increase inremunerationand Company performance; Average increase in remuneration of all employees wasNil % for the year 201 7.
(vi) comparison of the remuneration of the Key Managerial Personnel against the performance of the Company; The remuneration of all the KMP's are much below the overall ceilings under the Companies Act 2013.The Company's profit during the year has increased and the remuneration of all the KMP's has not been increased during the year.
(vii) variations in the market capitalization of the Company price earnings ratio as at the closing date of the current financial year and previous financial year and percentage increase over decrease inthe market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer. As on t Ason %
31.03.2017 31*03.2016 increase
Share Price
BSE 7.9 8 8.9 3 (10.6)%
Calcutta Not traded Not traded Not traded
Stock Exchange
The Company has not made any public issue or right issue of the securities in the last 1 5 years so comparison have not been made of current share price with public offer price. The Company's shares are listed on Bombay Stock Exchange.
(viii) average percentile increase already made n i the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase n the managerial remuneration and justification i thereof and point out ifthere are any exceptional circumstances for increase in the managerial remuneration; No increase in Salaries of Employees during the Financial Year 201 6-17.
(ix) comparison of the each remuneration of the Key Managerial Personnel against the performance of the Company; The remuneration of Key Managerial Personnel has not been increased in 2016-17 compared to 2015-16whereas the Profit Before Tax and exceptional items increased by 13.54% in 2016-17 compared to 2015-16
(x) the keyparameters for any variable component of remuneration availed by the Directors; (xi) the ratio of the remuneration of the highest paid Director to that of the employees who are not Directors but receive remuneration in excess of the highest paid Director during the year; and There isno variable component of remuneration availed by any of the Directors. The Whole-Time Director isthe highest paid Director. No employee received remuneration higher than the Whole-Time Director.
(xii) Affirmation that the remuneration is as per the remuneration policy of the Company. Remuneration paid during the year ended March 31 2017 s as per Remuneration policy of the i Company.

None of the employees have received remuneration exceeding the limit as stated in rule5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

Vigil Mechanism/Whistle Blower Policy:

The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors andemployees to report their genuine concerns

Dematerialization

More than 86.76% of the shares of the Company are in dematerialized form YourDirectors request all the members who have not yet got their holding dematerialized to doso to enable easy trading of the shares as the shares of the Company are compulsorilytraded in dematerialized form.

Labour

While majority of Suspended workers have collected their dues as per the Memorandum ofSettlement dated 23rd December 2000 the remaining workers have yet to collect theirfinal dues. The Company is in negotiation with those workers and expect to resolved thisissue shortly.

Following detailsare also available on the website of the Company i.e onwww.standardbatteries. co.in

1. The details of such familiarisation programmes

2. The policy on Related Party Transactions

V MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

n I terms of the provisions of Regulation 34 (2) (e) of the Listing Regulations theManagement's discussion and analysis are asfollows:

CAUTIONARY STATEMENT

Statement made inthis report describing the Company's objectives projection estimatesand expectations may be "forward-lookingstatements" within the meaning ofapplicable laws and regulations. Actual results may differ materially from those expressedor implied. Important factors that could make a difference to the Company's operationsinclude economic conditions affecting the Markets in which Company operates; changes inthe Government regulations; tax laws and other statutes and incidental factors.

INDUSTRY STRUCTURE AND DEVELOPMENT:

Changing economic and business conditions and rapid growth of Business Environment arecreating an increasingly competitive market environment that si driving corporations totransform their operations. Companies are focusing on their core competencies and serviceproviders to adequately address these needs. The role of technology has evolved fromsupporting corporationsto transforming their business.

OPPORTUNITIES AND THREATS:

The performance of market in India has a direct correlation with the prospect ofeconomic growth and political stability. Though the growth projections for F.Y. 2016-17appear reassuring there are certain downside risks such as pace and shape of globalrecovery effect of withdrawal of fiscal stimulus and hardening of commodity prices.Accommodative monetary policies in advanced economies coupled with better growthprospects in Emerging Markets (EMs) including India are expected to trigger large capitalinflows in EMs which n i turn could lead to inflationary pressures and asset price bubble.Our business performance may also be impacted by increased competition from local andglobal players operating in India regulatory changes and attrition of employees. Withgrowing presence of players offering advisory service coupled with provision of funds forthe clients' needs we would face competition of unequal proportion. We continuouslytackle this situation by providing increasingly superior customized services.

In financial services business effective risk management has become very crucial. YourCompany is exposed t o credit risk liquidity risk and interest rate risks. Your Companyhas in place suitable mechanisms o t effectively reduce such risks. All these risks arecontinuously analysed and reviewed at various levels of management through an effectiveinformation system. The Company ishaving excellent Boardof Directorswho are experts in thefinancial sector and are helping the Company in making goodInvestment.

OUTLOOK AND FUTURE PROSPECTS

Competition continues to be intenseasthe Indian and foreign banks have entered theretail lending business ni a big way thereby exerting pressure on margins. The erstwhileproviders of funds have now become competitors. Company can sustain in this competitiveenvironment only through optimization of funding costs identification of potentialbusiness areas widening geographical reach and use of technology cost efficienciesstrict credit monitoring and raising the level of customer service.

RISKS & CONCERNS

I n today's complex business environment almost every business decision requiresexecutives and managers o t balance risk and reward. Effective risk management istherefore critica l to an organization's success. Globalization with increasingintegration of markets newer and more complex products & transactions and anincreasingly stringent regulatory framework has exposed organizations to newer risks. As aresult today's operating environment demands a rigorous and integrated approach to riskmanagement. Timely and effective risk management is of prime importance t o our continuedsuccess. Increased competition and market volatility has enhanced the importance of riskmanagement. The sustainability of the business is derived from the following:

(1) Identification of the diverse risks faced by the Company.

(2) Theevolution of appropriate systems and processes t o measure and monitor them.

(3) Risk management through appropriate mitigation strategies within the policyframework.

(4) Monitoring the progress of the implementation of such strategies and subjectingthem to periodical audit and review.

(5) Reporting these risk mitigation results to the appropriate managerial levels.

SUBSIDIARY COMPANY

As there are no subsidiaries of the Company investment made in subsidiaries isnil.

HUMAN RESOURCES

The Company's relations with the employees continued t o be cordial.

SEGMENT-WISE OR PRODUCT-WISEPERFORMANCE

The Company operates in only single segment. Hence segment-wise performance is notapplicable.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUENCY

Your Company has an effective system of accounting and administrative controlssupported by an internal audit system with proper and adequate system of internal checkand controls to ensure safety and proper recording of all assets of the Company and theirproper and authorised utilization. As part of the effort o t evaluate the effectiveness ofthe internal control systems your Company's internal audit department reviews all thecontrol measures on a periodic basis and recommends improvements wherever appropriateThe internal audit department is manned by highly qualified and experienced personnel andreports directly to the Audit Committee of the Board. TheAudit Committee regularly reviewsthe audit findings. An Information Security Assurance Service is also provided byindependent external professionals. Based on their recommendations the Company hasimplemented a number of control measures both in operational and accounting related areasapart from security related measures.

> Acknowledgments:

Your Directors take this opportunity to place on record their appreciation and sinceregratitude o t the Government of India Government of Maharashtra Authorities and theBankers to the Company for their valuable support and look forward to their continuedco-operation in the years o t come.

Your Directors acknowledge the support and cooperation received from the employees andall those who have helped in the day to day management.

For and on behalf of the Board of Directors
Place : Kolkata T. R. SWAMINATHAN
Dated: May 26 2017 (DIN: 00469558)
CHAIRMAN

NOMINATON AND REMUNERATON POLICY

1. INTRODUCTION:

This policy ishas been formulated by the Committee and approved by the Board ofDirectors.

2. OBJECTIVE OF THE COMMITTEE:

The Committee shall:

a. Formulate the criteria for determining qualifications positive attributes andindependence of a Director and recommend t o the Boarda policy relatingtothe remunerationof Directors key managerial personnel and other employees.

b. Formulation of criteria for evaluation of Independent Director and the Board

c. Devising a policy on Board diversity.

d. Identify persons who are qualified to become Director and persons who may beappointed n i Key Managerial and Senior Management positions in accordance with thecriteria laid down in this policy.

e. Recommend to the Board appointment and removal of Director KMP and SeniorManagement Personnel.

3. DEFINITIONS:

3.1 Board means Board of Directors of the Company.

3.2 Directormeans Directors of the Company.

3.2 Committee means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board from time to time.

3.4 Company means THESTANDARD BATTERIES LIMITED.

3.5 IndependentDirector means Independent Director as provided under the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and/or under theCompanies Act 2013.

3.6 Key Managerial Personnel means KeyManagerial PersonnelasdefinedSection2(51) ofthe Companies Act 2013.

3.7 Senior Management The expression "senior management" means personnelof the Company who are members of its core management team excluding Board of Directorscomprising all members of management one level below the Executive Directors includingthe functional heads.

Unless the context otherwise requires words and expressions used in this policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

4. GENERAL APPOINTMENT CRITERIA:

4.1 TheCommittee shall consider the ethical standards of integrity and probityqualification expertise and experience of the person for appointment as Director KMP orat Senior Management level and accordingly recommend to the Board his / her appointment.

4.2 The Company should ensure that the person so appointed as Director/ IndependentDirector/ KMP/ Senior Management Personnel shall not be disqualified under the CompaniesAct 2013 rules made thereunder SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 or any other enactment for the time being in force.

4.3 The Director/ Independent Director/ KMP/ Senior Management Personnel shall beappointed as per the procedure laid down under the provisions of the Companies Act 2013rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 or any other enactment for the time being in force.

5. ADDITIONAL CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS:

The appointment of Independent Directors shall be governed as per the provisions ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended fromtime to time) and the Companies Act 2013.

6. TERM/TENURE:

The Term / Tenure of the Directorsshall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder as amended from time o t time and as per SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015.

7. REMOVAL:

Due to reasons for any disqualification mentioned in the Companies Act 2013rules madethereunder or under any other applicable Act rules and regulations or any otherreasonable ground the Committee may recommend to the Board for removal of a Director KMPor Senior Management Personnel subject to the provisions and compliance of the said Actrules and regulations.

8. CRITERIA FOR EVALUATION OF INDEPENDENT DIRECTORS AND THE BOARD:

Following are the Criteria for evaluation of performance of Independent Directors andthe Board:

8.1 Executive Directors:

The Executive Directors shall be evaluated on the basis of targets / criteria given toExecutive Directors by the Board from time to time.

The Independent Directorsshall take the viewsof the Executive Director(s) andnon-executive Director(s) o t review the performance of the Chairman of the Company.

8.2 Non-Executive Directors:

The Non-Executive Directors shall be evaluated on the basis of the following criteriai.e. whether they:

a. act objectively and constructively while exercising their duties;

b. exercise their responsibilities in a bona-fide manner in the interest of theCompany;

c. devote sufficient time and attention to their professional obligations for informedand balanced decision making;

d. do not abuse their position to the detriment of the Company or itsshareholders orfor the purpose of gaining direct or indirect personal advantage or advantage for anyassociated person; e. refrain from any action that would lead to loss of his independence

.f inform the Board immediately when they lose their independence

g. assist the Company in implementing the best corporate governance practices.

h. strive to attend all meetings of the Board of Directors and the Committees;

i. participate constructively and actively in the committees of the Board in which theyare chairpersons or members;

j. strive to attend the general meetings of the Company

k. keep themselves well informed about the Company and the external environment inwhich it operates;

I. moderate and arbitrate in the interest of the Company as a whole in situations ofconflict between management and shareholder's interest.

m. abide by Company's Memorandum and Articles of Association Company's policies andprocedures including code of conduct insider trading guidelines etc.

n. provide various directions in the best interest of the Company on key issues.

Apart from aforesaid criteria the Non-Executive Directors (including IndependentDirectors) shall be evaluated on any other criteria as the Board/ Committee/IndependentDirectors asthey deemed proper from time to time.

8.3 Board (including Various Committees):

The Board (including various committees) shall be evaluated on the basis of thefollowing criteria i.e. whether:

a. the Board ensures the integrity of financial information and robustness of financialand other controls.

b. the Board oversees the management of risk and review the effectiveness of riskmanagement process.

c. the Board of Directors works as a team.

d. the Board is robust in taking and sticking to decisions.

e. the Board as a whole up to date with latest developments in the regulatoryenvironment and the market.

f. sufficient Board and Committee meetings of appropriate length being held to enableproper consideration of issues.

g. the relationships and communications with shareholders are well managed.

h. the relationships and communications within the board is constructive.

.i all Directors allowed or encouraged to participate fully in board discussions.

j. the Board take the Initiative to maintain moral value of the Company.

k. the Board contributesto enhance overallbrand image of the Company.

Apart from aforesaid criteria the Board (including Committees) shall be evaluated onany other criteria as the Board/Committee/Independent Directors as they deemed properfromtime to time.

9. POLICY ON BOARD DIVERSITY:

The appointment of Director(s) on the Board should be based on merit that complementsand expands the skills experience and expertise of the Board as a whole taking intoaccount gender age professional experience and qualifications educational backgroundand any other factors that the Board might consider relevant and applicable from time totime towards achieving a diverse Board.

The Nomination & Remuneration Committee is (among other things) responsible for:

reviewing the structure size and composition of the Board and the appointment of newDirectors of the Company from time to time to ensure that it has a balanced composition ofskills experience and expertise appropriate to the requirements of the businesses of theCompany with due regard to the benefits of diversity on the Board.

10. REMUNERATION:

10.1 The Committee will recommend the remuneration to be paid to the Managing DirectorWhole-time Director KMP and Senior Management Personnel to the Board for their approval.

The level and composition of remuneration so determined by the Committee shall bereasonable and sufficient to attract retain and motivate Directors Key ManagerialPersonnel and Senior Management of the quality required to run the Company successfully.The relationship of remuneration to performance should be clear and meet appropriateperformance benchmarks. The remuneration should also involve a balance between fixed andincentive pay reflecting short and long-term performance objectives appropriate to theworking of the Company and its goals.

10.2 Director/ Managing Director

Besides the above criteria the Remuneration/ compensation/ commission etc to be paid ot Director/ Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made thereunder or any other enactment for the time being in force.

10.3 Non executiveIndependent Directors

The Non- Executive Independent Directors may receive remuneration by way of sittingfees as decided by the Board from time to time for attending meetings of Board orCommittee thereof; provided that the amount of such fees shall not exceed the ceiling/limits as provided under Companies Act 2013 and rules made thereunder or any otherenactment for the time being in force.

10.4 KMPs / Senior Management Personnel etc.

The Remuneration to be paid to KMPs/ Senior Management Personnel shall be based on theexperience qualification and expertise of the related personnel and governed by thelimits if any prescribed under the Companies Act 2013 and rules made thereunder or anyother enactment for the time being in force.

10.5 Other employees:

Without prejudice to what is stated in para 10.1 to 10.4 the remuneration to be paidto the other employees shall be decided by the management of the Company based on theexperience qualification expertise of the employees or any other criteria as may bedecided by the Management.

11. SUCCESSION PLANNING:

The Nomination & Remuneration Committee shall work with the Board on the Leadershipsuccession plan and shall also prepare contingency plan for succession in case of anyexigencies.

For and on behalf of the Board of Directors
Place: Mumbai T. R. SWAMINATHAN
Dated: May 26 2017 (DIN: 00469558)
CHAIRMAN