Standard Shoe Sole & Mould India Ltd.
|BSE: 523351||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE888N01013|
|BSE LIVE 10:25 | 28 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 523351||Sector: Industrials|
|NSE: N.A.||ISIN Code: INE888N01013|
|BSE LIVE 10:25 | 28 Dec||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
To The Members
On behalf of the Board of Directors it is our pleasure to present the 40th AnnualReport together with the Audited Statement of Accounts of M/s Standard Shoe Sole andMould India Limited ("the Company") for the year ended March 31 2016.
The summarized standalone results of your Company are given in the table below.
*previous year figures have been regrouped/rearranged wherever necessary.
Summary of Operations
During the year the net revenue from operations of your Company increased by 20% fromRs 2194705 to Rs. 2633758. For F.Y. 2016 your Companys loss after tax stood at Rs.1469394 vis--vis profit of Rs. 286104 in the previous year registering a decline of413.58%.
During the year the Company had not allotted any Equity Shares on rights/preferential/ private placement basis.
The Company has also not allotted any Preference Shares/ Debentures.
As on 31st March 2016 the issued subscribed and paid up share capital ofyour Company stood at Rs.51815000 /- comprising 5181500 Equity shares of Rs.10/- each.
The Company proposes to carry Nil to reserves.
Your Directors have not recommended any dividend for FY 2015-16.
Closure of Share Transfer Books and Record Date
The Register of Members and Share Transfer Books of the Company will be closed from 4thAugust 2016 (Thursday) to 11th August 2016 (Thursday) (both days inclusive)for the purpose of 40th Annual General Meeting of the Company to be held onThursday 11th August 2016 and for determining dividend if any declared bythe Company for the Financial Year 2015-16.
The Record date for payment of the said dividend if any as well as for E-Voting is 4thAugust 2016
Transfer of Amounts to Investor Education and Protection Fund
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
Business Review & State of Company Affairs:
The Company had filed a reference on 02nd August 1996 with the Board forIndustrial and Financial Reconstruction (BIFR) in terms of Section 15 of Sick IndustrialCompany within the meaning of Section 3(1)(0) of Sick Industrial Companies SpecialProvision Act 1985. Subsequently AAIFR had ordered for winding up of the Company. TheCompany had referred the matter to the Honble High
Court at Calcutta and obtained a Stay order against the Order of AAIFR.
Thereafter the company has not been much into operations though efforts are being madeto revive the operations of the Company. The Company had some transaction relating tosaree trading to meet its expenses and is also restructuring its finances to mitigate theliabilities of the Company.
Further the following events occurred during the Financial year 2015-16 and betweenthe end of the financial year of the company to which the financial statements relate andthe date of the report is as under:- a. Ms. Tanvi Panday resigned as Company Secretary on01.10.2015 and Mr. Kausik
Kundu was appointed to the said post. b. However w.e.f. 01.02.2016 Ms. Tanvi Pandaywas re-appointed as Company
Secretary and Mr. Kausik Kundu resigned as Company Secretary from the said date. c. TheCompany executed fresh Listing Agreement with the exchange as required by the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015. d. Mr. Kausik Kundu was appointed as an Additional Director on18.05.2016 whose confirmation is sought at the ensuing Annual General Meeting.
There has been no capital expenditure during the FY 2015-16
Indias global market share stands in leather and leather products are threepercent. Over the years Indias Leather Industry has grown drastically transformingfrom mere raw material supplier to a value-added product exporter. Presently around 50% ofIndias leather business comes from international trade. At 45.3% footwear accountsfor the lions share of leather exports followed by leather goods with 22.2% andfinished leather with 20.6%.
The global economic environment in recent years has been challenging and marked byincreasing volatility and uncertainty. This year the industry has been slow in terms ofexport growth mainly due to recession in global economy. Under normal circumstances a 10%growth is witnessed however due to recession there has been 7-8% drop in the exportscompared to last years. The countrys overall merchandise exports have declined by18.06% year on year to USD 196.6 billion in April-December period of the Financial Year.The outward shipments were also on the decline due to steep fall in shipment of petroleumproducts and engineering goods amid tepid global demand.
Indian markets suffer on two fronts namely high tariff and weak euro currency. In theEuropean market we have to compete with Portugal Romania and Slovakia on cost andlogistic factors. The European exporters have advantage over us while the Indian suppliershave to adjust the cost price according to prevailing currency. In export market there istough competition from Indonesia Bangladesh Vietnam and Thailand on tariff.
In the domestic market the industry has had to face some repercussions due to somestringent legislative moves which have affected the raw material supply and toughcompetition from cheap imports while in the International market the industry has hadtough time matching the prices due to fall in currency values.
As per the provisional data released by DGCI & S the export of leather leatherproducts and footwear from India during 2015-16 was approximately USD 5932 million againstUSD 6597 million witnessing a fall by -10.08%.
Major declines were witnessed in the Finished Leather and Footwear Components segmentswitnessing an approximate decline of 21% and 20% respectively in comparison to otherproduct segments like footwear leather goods and leather garments where the decline wasin the range of 5% to 8% approximately.
The decline that is registered is due to a combination of factors like the decreasingdemand in major producing countries global price reduction recession etc. In case ofFootwear components the decline may be attributed to fall in exports of shoe uppers toEurope on account of establishment of integrated production facilities in Eastern Europeand revival of production in Portugal & Spain.
The Company shall look for opportunities to revive its operation and check itsfeasibility under current scenario of the Company.
Extract of Annual Return
Pursuant to section 92(3) of the Companies Act 2013 (the Act) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is Annexed as Annexure
Management Discussion & Analysis Report
In terms of Regulation 34 of the SEBI(Listing Obligations and Disclosure Requirements)Regulations 2015 the Management Discussion & Analysis Report comprising an overviewof the financial results operations / performance and the future prospects of the Companyis appended to this Report.
Material changes and commitments affecting the financial position of the Company
There have been no material changes and commitments 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.
Significant and material orders passed by the regulators
The relevant pending litigation with regulators or courts has been disclosed asContingent Liabilities in note no. 16 i of the notes to the financial statements for theyear ended 31st March 2016. There are no significant material orders passed by theRegulators/Courts which would impact the going concern status of the Company and itsfuture operations
Particulars of loans guarantees or investments under Section 186
The Company has not provided any loan to any person or body corporate or given anyguarantee or provided security in connection with such loan or made any investment in thesecurities of any body corporate pursuant to Section 186 of the Companies Act 2013.
Related party transactions
There are no materially significant related party transactions entered into by theCompany with its Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company at large.
There are no details of transactions entered into with the Related Parties.
The Company does not have contracts or arrangements with its related parties underSection 188(1) of the Companies Act 2013 which are not on arms length basis ormaterial in nature. Hence the details of such contracts or arrangements with its relatedparties are not disclosed in Form AOC-2 as prescribed under the Companies Act 2013 andthe rules framed thereunder. Your Directors draw attention of the shareholders to Note No.20 of the financial statement which sets out related party disclosures.
Your Company has not invited accepted or renewed any fixed deposits from the public asat 31st March 2016 and accordingly there is no principal or interest outstanding inrespect thereof.
Internal financial controls
The internal financial controls with reference to the Financial Statements arecommensurate with the size and nature of business of the Company. Your Company hasestablished adequate internal financial control systems to ensure reliable financialreporting and compliance with laws and regulations. All resources are put to optimal useand adequately protected against any loss. All transactions are authorized recorded andreported correctly. Policies and guidelines of your Company are being adhered to andimprovements in process efficiencies and effectiveness are being carried out on an ongoingbasis. For more details please refer to the Management Discussion & Analysis Reportforming part of this Annual Report.
Your Company is committed to maintaining the highest standards of Corporate Governance.Your Company has complied with the applicable Corporate Governance requirements of theListing Agreements with the Stock Exchanges.
It may be noted that Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2)of Regulation 46 and para C D and E of Schedule V of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to your company pursuant toprovisions of Regulation 15 of the said Regulations as the Paid up Capital of the Companyis below Rupees Ten Crores and Net worth below Rupees Twenty Five Crores as on the lastday of the previous Financial Year as well as on date of the report.
As such the Company is not required to mandatorily append to this report the CorporateGovernance Report or the Declaration stating that the management personnel have affirmedcompliance with the code of conduct of board of directors and senior management or thecompliance certificate from either the auditor or practicing company secretaries regardingcompliance conditions of corporate governance.
Details of conservation of energy technology absorption foreign exchange earnings andoutgo
(a) Conservation of energy
(b) Technology absorption
(c) Foreign exchange earnings and Outgo
During the year the total foreign exchange used was Nil and the total foreign exchangeearned was Nil.
Awards and Recognition
Your Company has not received any awards and accolades from the Government andnongovernmental organizations/associations.
Holding and Subsidiaries:
Your Company is not a Holding Company or Subsidiary to any other Company.
Statement containing salient features of financial statements of subsidiaries
Pursuant to sub-section (3) of section 129 of the Act the statement containing thesalient feature of the financial statement of a companys subsidiary or subsidiariesassociate company or companies and joint venture or ventures is required to be given informat as specified.
Further brief about the business of the each of the Subsidiaries and Associates isalso required to be given.
However it is mentioned here that the Company does not have any Subsidiary Associateor Joint Venture and as such the details not provided.
Statutory Auditors their Report and Notes to Financial Statements
In the last AGM held on 26.09.2015 M/s. Mukherjee Sanyal & Co. CharteredAccountants Kolkata (Registration No. 307039E) have been appointed as Statutory Auditorsof the Company for a period of 2 years i.e. till the conclusion of the 40thAnnual General Meeting of the Company to be held for FY 2016-17 subject to ratificationby the members at every subsequent Annual General Meeting. M/s Mukherjee Sanyal & Co.Chartered Accountants Kolkata have confirmed to the Company that their appointment ifratified by the members at the ensuing 40th Annual General Meeting would be within thelimits prescribed under Section 141 of the Companies Act 2013 and that they are notdisqualified from appointment within the meaning of the said Act Further the report ofthe Statutory Auditors alongwith notes to Schedules for the FY 2015-16 is enclosed to thisreport. The observations made in the Auditors Report are self-explanatory andtherefore do not call for any further comments.
As per the Cost Audit Orders Cost Audit is not applicable to the Company's products/business of the Company for the FY 2015-16
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 Ms. Deepika GuptaPracticing Company Secretary of M/s Deepika G & Associates Practicing CompanySecretaries has been appointed as Secretarial Auditors of the Company. The report of theSecretarial Auditors is annexed to this report. The report is self-explanatory and do notcall for any further comments.
Directors Responsibility Statement
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 andsub-section 5 of Section 134 of the Companies Act 2013 your Directors confirm that:
(a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;
(b) 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 at the end of the financial year and ofthe profit and loss of the company for that period;
(c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
(d) the directors had prepared the annual accounts on a going concern basis; and
(e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
(f) the directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Risk Management Policy
In terms of the requirement of the Act the Company has developed and implemented theRisk Management Policy and the Audit Committee of the Board reviews the same periodically.
The Company has in place a mechanism to inform the Board about the risk assessment andminimization procedures and periodical review to ensure that risk is controlled by meansof a properly defined framework. In the Boards view there are no material riskswhich may threaten the existence of the Company.
Corporate Social Responsibility
As per section 135 of the Companies Act 2013 every company having net worth of rupeesfive hundred crores or more or turnover of rupees one thousand crore or more or a netprofit of rupees five crores or more during any financial year shall constitute aCorporate Social Responsibility Committee of the Board consisting of three or moredirectors out of which atleast one director shall be an independent Director and shallalso spend atleast 2% of the average net profits of the company made during the threeimmediately preceding financial years in pursuance of its Corporate Social ResponsibilityPolicy.
Since the Company does not fulfill the requirements of the criteria the same is notapplicable to us.
Companys policy on appointment and remuneration
Policy on Directors appointment and remuneration of key managerial personnel
The policy on Directors appointment and remuneration including the criteria fordetermining the qualifications positive attributes independence of a Director and othermatters provided under Section 178(3) of the Companies Act 2013 form part of theNomination & Remuneration Committee policy of the Company which is appended as Annexure3 to this Report. The same has been adopted in line with the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 after the same were notified.
Performance Evaluation of the Board
Pursuant to the provisions of the Companies Act 2013 and Regulation 19(4) of the SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015 the Company hasdevised a policy containing criteria for evaluating the performance of the IndependentNon-Executive and Executive Directors Board and Committees. Feedback was sought by way ofa structured questionnaire covering various aspects of the Boards functioning suchas adequacy of the composition of the Board and its Committees Board culture executionand performance of specific duties obligations and governance.
The Company has set up a formal mechanism to evaluate the performance of all Boardmembers. The Board works with the nomination and remuneration committee to lay down theevaluation criteria for the performance of all the Directors. For 2015-16 the evaluationwas done through peer-evaluation. The findings from the evaluation were shared with theWTD who in turn held discussions with individual Board members. Individual evaluationwere in line with the full board evaluation with no Board member receiving negativefeedback on any aspect.
Directors & Key Managerial Personnel
Mr. Bal Kishan Das Director retires by rotation at the forthcoming Annual GeneralMeeting and being eligible offer himself for reappointment.
Ms. Tanvi Panday had resigned and in place Mr. Kausik Kundu was appointed as theCompany Secretary on 01.10.2015. However w.e.f. 01.02.2016 Ms. Tanvi Panday has beenre-appointed as the Company Secretary whereas Mr. Kausik Kundu resigned from the said postfrom the said date.
Mr. Kaushik Kundu was appointed as the Additional Director of the Company w.e.f.18.05.2016 and his confirmation as Director is sought in the ensuing Annual GeneralMeeting.
Details of Board Meeting
During the year 6 number of Board meetings were held details of which are givenbelow:
Committees of Board
The details of composition of the Committees of the Board of Directors are as under:-
a. Audit Committee
During the year the Committee had met on 20.05.2015 28.07.2015 13.11.2015 and11.02.2016
? Vigil mechanism
Pursuant to the requirement of the Act the Company has established vigil mechanism forDirectors and employees to report their genuine concerns. The Whistle Blower Policy/VigilMechanism provides for adequate safeguards against victimization ofdirector(s)/employee(s) who avail of the mechanism and also provide for direct access tothe Chairman of the Audit Committee in exceptional cases as detailed in the Policy. Thedetails of the Whistle Blower Policy are available on the website of the Company. Noperson has been denied access to the Chairman of the Audit Committee.
b. Nomination & Remuneration Committee
During the year the Committee had met on 22.05.2015 01.10.2015 & 11.02.2016.
c. Corporate Social Responsibility Committee : Not Applicable
d. Stakeholders Relationship Committee
During the year the Committee had met on 13.04.2015 28.07.2015 12.11.2015 and28.01.2016. e. Risk Management Committee
During the year the Committee had met on 22.05.2015 & 12.02.2016
Declaration of Independence
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(7)of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (referred to as ListingAgreement)
Particulars of Employees
The particulars of employees required to be furnished pursuant to Section 197(12) ofthe Companies Act 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 is Annexed as Annexure2. However as per the provisions of Section 136 of the Companies Act 2013 read withsub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 the Annual Report excluding the statement of particulars ofemployees is being sent to all members of the Company. Any member interested in obtaininga copy of the said statement may write to the Company Secretary at the Registered Officeof the Company.
Your Company treats its "human resources" as one of its most importantassets.
Your Company continuously invests and is working towards attraction retention anddevelopment of talent on an ongoing basis. A number of programs that provide focusedpeople attention are currently underway. Your Company thrust is on the promotion of talentinternally through job rotation and job enlargement.
Prevention of Sexual Harassment at Workplace
The Company has in place a Policy for Prevention of Sexual Harassment at Workplace inline with the requirements of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013. Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy.
The following is a summary of sexual harassment complaints received and disposed ofduring the year 2015-16: (a) Number of complaints of sexual harassment received during theyear 0 (b) Number of complaints disposed off during the year 0 (c) Number of cases pendingfor more than 90 days Nil
Your Directors place on record their appreciation for employees at all levels who havecontributed to the growth and performance of your Company.
Your Directors also thank the clients vendors bankers shareholders and advisers ofthe Company for their continued support.
Your Directors also thank the Central and State Governments and other statutoryauthorities for their continued support.