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Standard Batteries Ltd.

BSE: 504180 Sector: Others
NSE: STANDRDBAT ISIN Code: INE502C01039
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OPEN 4.57
CLOSE 4.81
VOLUME 200
52-Week high 9.03
52-Week low 4.57
P/E
Mkt Cap.(Rs cr) 2
Buy Price 4.57
Buy Qty 100.00
Sell Price 0.00
Sell Qty 0.00

Standard Batteries Ltd. (STANDRDBAT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting this Sixty Ninth Annual report on theaffairs of the Company together with the Audited Statement of Accounts for the year endedon 31st March 2016.

B. (I) Number of meeting of the Board:

During the year 2015-16 the Board of Directors met Five times viz. on 29th May2015; 7th August 2015; 21st September 2015 13th November 2015 and 12th February 2016.

(II) Composition of Audit Committee and Number of Meeting of the Audit Committee: TheAudit Committee comprises of following Directors:

1. MR. T. R. SWAMINATHAN CHAIRMAN

2. MR. R. S. JHAWAR

3. MR. GOBIND PRASAD SARAF

4. MS. KUSUM DADOO

During the year 2015-2016 the Member of Audit committee met Four times viz. 29thMay 2015; 7th August 2015; 13th November 2015 and 12th February 2016.

C. Dir ectors’ Responsibility Statement:

Pursuant to the requirement under section 134(3) (C) of the Companies Act2013 with respect to Directors’ Responsibility Statement it is hereby confirmedthat:

(i) in the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards had been followed along with proper explanationrelating to 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 2016 and of the profitand loss of the company for that period;

(iii) 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 goingconcern 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. a statement on declaration given by Directors under sub-section (6) ofsection 149; All Independent Directors have given declarations that they meet thecriteria of independent as laid down under Section 149(6) of the Companies Act 2013 and

Clause 49 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015.

E. Company’s policy on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a Directorand other matters provided under sub-section (3) of section 178; The Policy ofthe Company 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 is appended 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 ofLoans Guarantees and Investments covered under the provisions of Section 186 of theCompanies Act 2013 and Schedule V of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) regulations 2015 are given in the notes to theFinancial Statements.

H. Related Party Transactions:

Particulars of contracts or arrangements with related partiesreferredtoinsub-section(1)ofsection188intheformAOC-2: All related party transactions that were entered into during the financial yearwere on an arm’s length basis and were in the ordinary course of business. Allrelated party transactions are placed before the Audit Committee. Prior omnibus approvalof the Audit Committee is obtained for related party transactions wherever required andthe transactions entered into pursuant to the omnibus approval so granted are placedbefore the Audit Committee for reviewing on a quarterly basis. The policy on Related PartyTransactions as approved by the Board is uploaded on the Company’s websitewww.standardbatteries.co.in. None of the Directors has any pecuniary relationships ortransactions vis--vis the Company.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule8(2) of the 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:

Name(s) of the related party and nature of relationship Nature of contracts/ arrangement/ transactions Duration of the contracts / arrangements/ transactions Salient terms of the contracts or arrangements or transactions including the value if any: Date(s) of approval by the Board if any: Amount paid as advances if any:
Cosepa Fiscal Industries Private Limited (Associate Company) Reimbursement of Expenses March 31 2018 N.A 30th May 2014 NIL

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

J. T axation Matters

The company has claimed set-off of brought forward losses and unabsorbeddepreciation relating to assessment years when it was engaged in manufacturing ofbatteries. The Income tax department has disallowed the set-off of brought forward losseson ground the company has sold the business to ‘Exide’ in A.Y 98-99.Company’s appeal up to A.Y. 06-07 has been accepted by Hon’ble ITAT. Thedepartment’s appeal up to A.Y 06-07 has not been admitted by High court. For A.Y07-08 Hon’ble ITAT has given order against company for which the company has filedan appeal before Hon’ble Bombay High Court. In subsequent years up to A.Y 11-12 thedepartment has denied set-off of brought forward losses and unabsorbed depreciation on thesame ground. Company has filed appeals before CIT (A) and Hon’ble ITAT against theorders 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 Rs 0.21 crore (previous year Rs.0.31 crore).

K. Material Changes between the date of the Board report and end of financial year Therehave been no material changes and commitments if any affecting the financial position ofthe Company which have occurred between the end of the financial year of the Company towhich the financial statements relate 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 Industrialundertakings to Exide Industries Ltd. effective February 1998 information onconservation of energy technology absorption are no more relevant. There was no foreignexchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013read 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 inplace a mechanism to identify assess monitor and mitigate various risks to key businessobjectives. Major risks identified by the businesses and functions are systematicallyaddressed through mitigating actions on a continuing basis. These are discussed at themeetings of the Audit Committee and the Board of Directors of the Company. TheCompany’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 notrequired to constitute a Corporate Social Responsibility Committee as it does not fallwithin purview of Section 135(1) of the Companies Act 2013 and hence it is not requiredto formulate policy on corporate social responsibility.

O. Statement indicating the manner in which formal annual evaluation has been made bythe Board of its own performance and that of its committees and individual Directors Theformal annual evaluation has been done by the board of its own performance and that of itscommittee and individual Directors on the basis of evaluation criteria specified in theNomination and Remuneration policy of the Company. A member of the Board/ committee didnot participate in the discussion of his/ her evaluation.

Particulars Year Ended 31.03.2016 Year Ended 31.03.2015
Rs. Rs.
Total Income from Operation 8535311 16520212
Profit before Interest& finance charges depreciation & taxation 946617 4835367
Less: Interest & finance Charges - -
Operating profit before depreciation & taxation 946617 4835367
Less: Depreciation amortization & impairment of asset 72746 113533
Profit before Exceptional Items 873871 4721834
Add: Exceptional Items 525000 -
Profit before taxation 1398871 4721834
Current Tax (2102000) (3035081)
Prior year Tax Provisions - -
Deferred Tax Liability - -
Profit after taxation (703129) 1686753
Add: Balance brought forward (77365311) (79038486)
Profit available for appropriation (78068440) (77351733)
Less: Appropriation: - -
Transfer to General Reserve - -
Interim Dividend - -
Tax on Interim Dividend - -
Proposed Dividend - -
Provision for Tax on Proposed Dividend - -
Less: Additional depreciation charged due to change in useful life - 13578
Balance carried forward to Balance Sheet (78068440) 77365311

The Company has achieved a turnover of Rs. 8535311/-duringtheyearunderreportascomparedto Rs. 16520212/- during the previous year reflecting a decline of 48.33 %over the previous year. The net loss of the Company during the year amounted to Rs.(703129)/- compared to net profit of Rs. 1686753/- in the previous year.

a report on the performance and financial position of the associates companies includedin the consolidated financial statement is presented. the change in the nature ofbusiness if any; : N.A

The details of Directors or key managerial personnel who were appointed or haveresigned during the year;

The members in the Sixty Eighth Annual General Meeting had appointed Ms. Kusum Dadoo asa Woman Director with effect from September 21 2015. During the year Mr. Vasant Gaitondeceased to be associated with the Company on account of his death as Chief FinancialOfficer of the Company on 9th November 2015.

Mr . Shamrao Ramkisan Landge has been appointed as Chief Financial Officer of theCompany with effect from 1st April 2016.

Re-appointments

As per the provisions of the Companies Act 2013 and the Articles of Association of theCompany Mr. Rama Shankar Jhawar (DIN 00023792) will retire in the ensuing Annual GeneralMeeting and being eligible seek re-appointment. The Board of Directors recommends hisre-appointment.

Mr. Farok J. Guzdar (DIN: 00205930 who was appointed as Whole-Time Director holds theoffice till 30th September 2016. The Board of Directors recommends his re-appointment forfurther period of one year from 1st October 2016 to 30th September 2017 on the similarterms and conditions.

The names of companies which have become or ceased to be its Subsidiaries jointventures or associate companies during the year;: N.A the details relating todeposits covered under Chapter V of the Act: NA the details of deposits which arenot in compliance with the requirements of Chapter V of the Act: N.A the details ofsignificant and material orders passed by the regulators or courts or tribunals impactingthe going concern status and company’s operations in future: N.A

The details in respect of adequacy of internal financial controls with reference to theFinancial 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

M/s. B. K. Khare & Co. Chartered Accountants having registration number FRNNo. 105102W were appointed as Statutory Auditors of your Company at the 68th AnnualGeneral Meeting held on September 21 2015 for a term of two consecutive years. As per theprovisions of Section 139 of the Companies Act 2013 the appointment of Auditors isrequired to be ratified by Members at every Annual General Meeting.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There has been no qualification reservation adverse remark ordisclaimer given by the Auditors in their Report.

ii. SECRETARIAL AUDITOR AND SECRETARIAL AUDIT REPORT The Board has appointedM/s. R.N. Shah & associates Company Secretaries in Whole-time Practice to carry outSecretarial Audit under the provisions of section 204 of the Companies Act 2013 for thefinancial year 2015-16. The report of the secretarial Auditor is annexed to this report as"Annexure B". The report does not contain any qualification.

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

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

Disclosure pursuant to Section 197(12) of the Companies Act 2013 read with rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Requirements of Rule 5(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 – 1:0.42 W.T.D.
(ii) the percentage increase in remuneration of each Mr. Farok J. Guzdar – No Increase
Director Chief Financial Officer Chief Executive
Officer Company Secretary or Manager if any in the financial year; Mr. Vasant B. Gaitonde – No Increase
Mr. Bhupendra N. Shah – No Increase
iii) theper centageincreaseinthemedianremuneration No increase of employees in the financial year;
(iv) the number of permanent employees on the rolls of company; 3 employees as on 31st March 2016
(v) the explanation on the relationship between average increase in remuneration and company performance; Average increase in remuneration of all employees was Nil % for the year 2016.
(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 decreased 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 in the 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 As on %
31. 03. 2016 31. 03. 2015 increase
Share Price
BSE 8.93 6.60 26.09%
Calcutta Stock Exchange Not traded Not traded Not traded
The Company has not made any public issue or right issue of the securities in the last 15 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 in the salaries of employees other than the managerial personnelinthelastfinancialyearanditscomparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration; No increase in Salaries of Employees during the Financial Year 2015-16.
(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 2015-16 compared to 2014-15 whereas the Profit Before Tax and exceptional items declined by 48.3% in 2015- 16 compared to 2014-15.
(x) the key parameters for any variable component of remuneration availed by the Directors; There is no variable component of remuneration availed by any of the Directors.
(xi) the ratio of the remuneration of the highest Director to that of the employees who are not The Whole-Time Director is the highest paid Director. paid
Directors but receive remuneration in excess of the highest paid Director during the year; and No employee received remuneration higher than the Whole-
(xii) affirmation that the remuneration is as per remuneration policy of the company. Time Director Remuneration paid during the year ended March 31 2016 is the as per Remuneration policy of the Company

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

Composition of Audit Committee:

The present Audit Committee consists of the following Directors:

1. MR. T. R. SWAMINATHAN CHAIRMAN 2. MR. R. S. JHAWAR

3. MS. KUSUM DADOO

4. MR. GOBIND PRASAD SARAF

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 86.51% 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.

Following details are 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

Management Discussion and Analysis Report:

In terms of the provisions of Regulation 34(2)(e) of the Listing Regulations theManagement’s discussion and analysis are as follows

CAUTIONARY STATEMENT

Statement made in this report describing the Company’s objectives projectionestimates and expectations may be "forward-looking statements" within themeaning of applicable laws and regulations. Actual results may differ materially fromthose expressed or implied. Important operations include economic conditions affecting theMarkets in which company operates; changes in the Government regulations; tax laws andother 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 is 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 corporations to 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. 2015-16appear 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 in 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 to credit risk liquidity risk and interest rate risks. Your companyhas in place suitable mechanisms to effectively reduce such risks. All these risks arecontinuously analysed and reviewed at various levels of management through an effectiveinformation system. The Company is having excellent Board of Directors who are Expert infinancial sector and are helping the Company in making good Investment.

OUTLOOK AND FUTURE PROSPECTS

Competition continues to be intense as the Indian and foreign banks have entered theretail lending business in 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

In today’s complex business environment almost every business decision requiresexecutives and managers to balance risk and reward. Effective risk management is thereforecritical to an organization’s success. Globalization with increasing integration ofmarkets newer and more complex products & transactions and an increasingly stringentregulatory framework has exposed organizations to newer risks. As a result today’soperating environment demands a rigorous and integrated approach to risk management.Timely and effective risk management is of prime importance to our continued success.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) The evolution of appropriate systems and processes to 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 subsidiarys is nil.

HUMAN RESOURCES

The Company’s relations with the employees continued to be cordial.

SEGMENT-WISE OR PRODUCT WISE PERFORMANCE

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 to evaluate the effectiveness ofthe internal control systems your Company’s internal audit department reviews allthe control measures on a periodic basis and recommends improvements whereverappropriate. The internal audit department is manned by highly qualified and experiencedpersonnel and reports directly to the Audit Committee of the Board. The Audit Committeeregularly reviews the audit findings as well as the an Information Security AssuranceService is also provided by independent external professionals. Based on theirrecommendations the Company has implemented a number of control measures both inoperational and accounting related areas apart from security related measures.

Acknowledgments:

Your Directors take this opportunity to place on record their appreciation and sinceregratitude to 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 to come.

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

For and on behalf of the Board of Directors
T. R. SWAMINATHAN
Place: Kolkata (DIN: 00469558)
Dated: May 30 2016 CHAIRMAN

Annexure – A

NOMINATON AND REMUNERATON POLICY

1. INTRODUCTION:

This policy is has 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 positiveattributes and independence of a Director and recommend to the Board a policy relating tothe remuneration of Directors key managerial personnel and other employees. b.Formulation of criteria for evaluation of Independent Director and the Board c. Devising apolicy on Board diversity. d. Identify persons who are qualified to become Director andpersons who may be appointed in Key Managerial and Senior Management positions inaccordance with the criteria laid down in this policy. e. Recommend to the Boardappointment and removal of Director KMP and Senior Management Personnel.

3. DEFINITIONS:

3.1 Board means Board of Directors of the Company.

3.2 Director means Directors of the Company.

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

3.4 Company means The Standard Batteries Ltd.

3.5 Independent Director 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 Key Managerial Personnel as defined Section2(51) of the Companies Act 2013.

3.7 Senior Management The expression ‘‘senior management’’means personnel of the Company who are members of its core management team excluding Boardof Directors comprising all members of management one level below the Executive Directorsincluding the 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 The Committee 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 there under 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 there under 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 Director shall governed as per the provisions of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 (as amended from timeto time) and the Companies Act 2013.

6. TERM / TENURE:

The Term / Tenure of the Directors shall be governed as per provisions of the CompaniesAct 2013 and rules made there under as amended from time to 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 2013 rulesmade there under 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 DIRECTOR 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 Directors shall take the views of the Executive Director(s) andNon-executive Director(s) to review the performance of the Chairman of the Company

8.2 Non-Executive Director:

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 bonafide manner in the interest of the company;

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 its shareholders 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;

l. 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’spolicies and procedures including code of conduct insider trading guidelines etc.

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

Apart for aforesaid criteria the Non-Executive Directors (including IndependentDirectors) shall be evaluated on any other criteria as the Board/Committee/IndependentDirectors as they 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 Ensure 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 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 contribute to enhance overall brand 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 proper fromtime 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 ManagingDirector Whole-time Director KMP and Senior Management Personnel to the Board for theirapproval.

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 paidto Director/ Managing Director etc. shall be governed as per provisions of the CompaniesAct 2013 and rules made there under or any other enactment for the time being in force.

10.3 Non-Executive Independent Directors

The Non-Executive Independent Director may receive remuneration by way of sitting feesas decided by the Board from time to time for attending meetings of Board or Committeethereof; provided that the amount of such fees shall not exceed the ceiling/ limits asprovided under Companies Act 2013 and rules made there under or any other enactment forthe 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 there under 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
T. R. SWAMINATHAN
Place: Kolkata (DIN: 00469558)
Dated: May 30 2016 CHAIRMAN

SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED ON 31ST MARCH 2016

[Pursuant to section 204(1) of the Companies Act 2013 and Rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

THE STANDARD BATTERIES LIMITED

RUSTOM COURT OPP. PODAR HOSPITAL DR. ANNIE BESANT ROAD WORLI Mumbai-400030.

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by The Standard Batteries Limited("the Company") The Secretarial Audit was conducted in a manner that provided mea reasonable basis for evaluating the corporate conducts/ statutory compliances andexpressing my opinion thereon.

Based on our verification of the Company’s books papers minute books forms andreturns filed and other records maintained by the Company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of Secretarial audit we hereby report that in our opinion the Company hasduring the audit period covering the financial year ended on March 31 2016 complied withthe Statutory provisions listed hereunder and also that the company has properBoard-processes and compliance- Mechanism in place to the extent and in the mannerreported hereinafter.

We have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on March 31 2016 accordingto the provisions of-

(i) The Companies Act 1956 and the Rules made under that Act and Companies Act 2013and the Rules made there under;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade under that Act;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed under thatact:

(iv) The Foreign Exchange Management Act 1999 and the Rules and Regulations made underthat Act to the extent of Foreign Direct Investment (FDI) Overseas Direct Investment(ODI) and External Commercial Borrowings (ECB); (v) The following Regulations andGuidelines prescribed under the Securities and Exchange Board of India Act 1992(‘SEBI’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulation 1992;

(c) SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015;

Following Regulations and/or Guidelines are not applicable to the Company for Financialyear ended 31st March 2016:

• The Securities and Exchange Board of India (issue of Capital and DisclosureRequirements) Regulations 2009;

• The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999:

• The Securities and Exchange Board of India (Issue and Listing of DebtSecurities) Regulations 2008;

• The Securities and Exchange Board of India (Registrars to an issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;

• The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009; and

• The Securities and Exchange Board of India (Buyback of Securities) Regulations1998.

(vi) The Equity Listing Agreements with Bombay Stock Exchange Limited.

(vii) The Labour laws applicable to the Company such as

• The Payment of Wages Act 1936;

• The Minimum Wages Act 1948;

• Employees State Insurance Act 1948;

• The Employees Provident fund and Misc. Provision Act 1952;

• The Payment of Bonus Act 1965;

• The Payment of Gratuity Act 1972;

• The Maternity Benefit Act 1961;

The Child Labour Prohibition and Regulation Act• 1986;

• The Employees Compensation Act 1923.

(viii) Maharashtra Shop and Establishment Act 1948. (ix) Maharashtra Value Added TaxAct 2002. (x) Maharashtra Professional Tax Act 1975.

During the period under review the Company has in our opinion complied with theprovisions of the Act Rules Regulations Guidelines Standards etc. mentioned above.

We further report that

The Board of Directors is duly constituted with proper balance of Executive DirectorsNon-Executive Directors and Independent Directors. The changes in the composition of theBoard of Directors that took place during the period under review were carried out incompliance with the provisions of the Act.

Adequate notice is given to all Directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarification on the agenda items before themeeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the companycommensurate with the size and operations of the Company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.

We further report that during the audit period the Company has not taken anyactions/ events occurred having a major bearing on the Company’s affairs in pursuanceto the above referred laws rules regulations guidelines standards etc. referred toabove.

For R. N. Shah & Associates
Company Secretaries
Place: Mumbai (Rajnikant N. Shah)
Date: May 30 2016 Proprietor
FCS NO: 1629
C P NO: 700

This report is to be read with our letter of even date which is annexed as Annexure Aand forms an integral part of this report.

To

‘Annexure A’

The Members

THE STANDARD BATTERIES LIMITED

RUSTOM COURT OPP. PODAR HOSPITAL DR. ANNIE BESANT ROAD WORLI Mumbai-400030.

Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. Our responsibility is to express an opinion on these secretarial records based onour audit.

2. W e have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected insecretarial records. We believe that the processes and practices we followed provide areasonable basis for our opinion.

3. W e have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.

4. Wher ever required we have obtained Management representation about the complianceof Laws Rules and Regulations and happening of events etc.

5. The compliance of the provisions of Corporate other applicable laws rulesregulations standards is the responsibility of management. Our examination was limited tothe verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.

For R. N. Shah & Associates
Company Secretaries
Place: Mumbai (Rajnikant N. Shah)
Date: May 30 2016 Proprietor
FCS NO: 1629
C P NO: 700