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Standard Surfactants Ltd.

BSE: 526231 Sector: Consumer
NSE: N.A. ISIN Code: INE307D01015
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Standard Surfactants Ltd. (STDSURFACTANTS) - Director Report

Company director report

TO THE MEMBERS

The Directors present the Twenty Seventh Annual Report of the Company together with theAudited Financial Statements for the financial year ended 31st March 2016. Consolidatedperformance of the Company and its associates has been referred to wherever required.

FINANCIAL RESULTS

(Rs. in Lacs) (Rs. in Lacs)
STANDALONE CONSOLIDATED
Current year ended on 31.03.2016 Previous Year ended on 31.03.2015 Current year ended on 31.03.2016 Previous Year ended on 31.03.2015
Revenue from Operations
Revenue from Operations 4413.49 5337.69 4413.49 5337.69
Other Income 78.53 27.74 78.53 27.74
Total Revenue 4492.02 5365.43 4492.02 5365.43
Profit before Interest and depreciation 275.32 307.50 275.32 307.50
Finance Cost 146.87 152.97 146.87 152.97
Depreciation 64.13 85.75 64.13 85.75
Profit/(Loss) before tax 64.32 68.78 64.32 68.78
Provision for taxation/Income tax adjustment 20.84 22.76 20.84 22.76
Profit for the period before share of profit associate 43.48 46.02 43.48 46.02
Share of results of Associates 0.25 1.23
Net Profit/(Loss) for the period 43.48 46.02 43.73 47.25

OPERATIONAL REVIEW:

On Standalone basis revenue from operations during the year has decreased from Rs.5337.69 Lacs to Rs. 4413.49 Lacs in comparison to previous year.

Profit after tax decreased to Rs. 43.48 Lacs from Rs. 46.02 Lacs calculated onStandalone basis. However on the basis of consolidation the net profit after tax is Rs.43.73 Lacs. Finance cost decreased for the year to Rs. 146.87 Lacs from Rs.152.97 Lacs inthe previous year.

Depreciation was at Rs.64.13 Lacs as against Rs.85.75 Lacs in the previous year.

DIVIDEND:

Based on Company’s performance your Directors do not recommend any dividend forthe year to strengthning the fund.

PROSPECTS:

Your Company continues to expand technological up gradation in its plant and machineryand continues to lay emphasis to expand the Trade division for better performance of theCompany.

PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public by invitation during theyear.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:

Mr. Atul Kumar Garg is retiring by rotation at the ensuing Annual General Meeting andis eligible for re-appointment. He is born on 02-08-1954 and is commerce graduate andhave a very wide experience of more than 35 years in the field of management andoperations. He was appointed as director of the company w.e.f 27-05-1992. He holddirectorship in one other companies namely Standard Sulphonators Pvt. Ltd. Hisshareholding in the company is NIL.

During the year your Company has conducted Four meetings of the Board of Directors. Thedetails of the meeting and attendance therein are given under Corporate Governance Report.

DECLARATION OF INDEPENDENT DIRECTORS:

The Independent Directors have submitted their disclosure to the Board that theyfulfill all the requirements as stipulated in Section 149(6) of the Companies Act 2013 soas to qualify themselves to be appointed as Independent Directors under the provisions ofCompanies Act 2013 and the relevant rules.

CORPORATE GOVERNANCE:

Your Company has always endeavored to adhere to high standards of Corporate Governanceand ensured its compliance in both spirit and law. As per the requirements of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 a report on CorporateGovernance is attached to this report for information to the Members are annexed asAnnexure -A which forms part of this Report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to the Conservation of Energy Technology absorption ForeignExchange Earnings and Outgo as required u/s 134 (3) (m) of the Companies Act 2013 areannexed as Annexure- B which forms part of this Report.

PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees’ particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.

Further there are no employee getting salary in excess of the limit as specified underthe provisions of Section 197 (12) of the Companies Act 2013 read with rule 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

ANNUAL RETURN:

The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 are annexedas Annexure -C which forms part of this Report..

LISTING:

The Equity Share of the Company continued to be listed at BSE Ltd.

AUDITORS:

i) STATUTORY AUDTIORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s Mittal Gupta & Co. Chartered Accountants (ICAI Firm Registration No. 01874C)were appointed as statutory auditors of the Company from the conclusion of Twenty SixthAnnual general meeting held on 30-09-2015 till the conclusion of ensuing Annual GeneralMeeting. The Company has received a letter from statutory auditors to the effect thattheir re-appointment if made would be within the provision prescribed under Section 139of the Companies Act 2013. Your Directors recommend their re-appointment.

Further the Comments made in the Auditor’s Report are self explanatory and needno further elucidation.

ii) COST AUDITORS

The maintenance of Cost Records pursuant to Section 148 (1) of the Companies Act 2013for the products or services rendered by the Company is under preparation for the F.Y.2015-16.

iii) SECRETARIALAUDITORS

The Company has appointed Sarvesh S. Srivastava Practicing Company Secretaries as theSecretarial Auditors of your Company for the Financial Year 2015-16. The Secretarial AuditReport are annexed as Annexure -D which forms part of this Report. Further the Commentsmade in the Secretarial Auditor’s Report are self explanatory and need no furtherelucidation.

iv) INTERNALAUDITORS

The Company has appointed M/s M/s Mukund Maheshwari & Co. and M/s Harsh Agarwal& Associates Chartered Accountants as the Internal Auditors of the Company for theyear 2015-16. Their report is placed before the Audit Committee of the Company from timeto time.

AUDIT COMMITTEE:

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

INDEPENDENT DIRECTOR’S MEETING:

The Independent Directors met on 25th March 2016 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.

INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:

The Company has adequate system of internal control with reference to the financialstatements. All the transactions are properly authorized recorded and reported to theManagement. The internal auditor of the Company checks and verify the internal control andmonitors them in accordance with Accounting Standards for properly maintaining the booksof accounts and reporting financial statement.

CORPORATE SOCIAL RESPONSIBILITY:

CSR in terms of Section 135 and Schedule VII of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility (Rules) 2014 is not applicable to the company.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

Your Company has not made any loan or given any Guarantees or made any investment underSection 186 of Companies Act 2013.

VIGIL MECHANISM (WHISTLE BLOWER POLICY):

In pursuant to the provisions of Section 177 (9) & (10) of the Companies Act 2013read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules 2014 theListing Agreement a Vigil Mechanism for directors and employee to report genuine concernsabout unethical behavior actual or suspected fraud or violation of the Company’scode of conduct or ethics policy has been established.

PREVENTION OF INSIDER TRADING:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company. The Board is responsible for implementation of the Code. All Board Directorsand the designated employees have confirmed compliance with the Code.

BUSINESS RISK MANAGEMENT:

Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has constituteda business risk management committee. The details of the committee and its terms ofreference are set out in the Management Discussion and Analysis which form part of thisreport.

BOARD EVALUATION:

The Board annually evaluates its performance as well as the performances of itsCommittees and Directors individually. For evaluating the performance of the Whole TimeDirectors is evaluated by the Board by linking it directly with their devotion towardsimplementation and management of the growth parameters of the Company and actualperformance and future plans as set out from time to time. Further the performance of thevarious Committees of the Board is reviewed on the basis of the achievement of the workdesignated to the specific committee.

RELATED PARTY TRANSCATIONS:

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of the business. There are nomaterially significant related party transactions made by the company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the company at large. Form AOC -2 are annexed as Annexure -E which forms partof this Report.

COMPANY’S POLICY ON DIRECTORS’ APPOINTMENTAND REMUNERATION:

The current policy is to have an appropriate mix of executive and independent directorsto maintain the independence of the Board and separate its functions of governance andmanagement. The Company has duly constituted the Nomination and Remuneration Committee ofthe Board and the committee which periodically evaluates the requirement for changes inthe composition and size of the Board review remuneration of the Managing Director andWhole-time Director(s) based on their performance and Recommend the policy forremuneration of Directors KMPs & other senior level employees of the Company andreview the same in accordance with performance of the Company and industry trend.

HUMAN RESOURCES:

Our Vision and values form the basis of our attitudes and actions. Mutual trust andrespect are essential for successful cooperation which your company demonstrates in allits dealings. By building high levels of commitments and creating a passion for excellencethe sustainable progress of your Company is brought about through its people.

CODE OF CONDUCT:

The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company’s websitewww.standardsurfactants.com. The Code lays down the standard procedure of business conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the work place inbusiness practices and in dealing with stakeholders.

All the Board Members and the Senior Management personnel have confirmed compliancewith the Code.

DIRECTOR’S RESPONSIBILITY STATEMENTS:

Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following: a. that in the preparation ofthe annual financial statements the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b. that suchaccounting policies have been selected and applied consistently and judgment and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2016 and of the profit of the Companyfor the year ended on that date; c. that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace and that the financial control were adequate and were operating effectively; f. thatproper systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

ACKNOWLEDGEMENTS:

Yours Directors would like to express their sincere appreciation of the co-operationand assistance received from shareholders bankers regulatory bodies and other businessconstituents during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staffs during the year.

By order of the Board
For STANDARD SURFACTANTS LTD.
PAWAN KUMAR GARG
Chairman & Managing Director
DIN No. 00250836
Place : Kanpur ATUL KUMAR GARG
Date : 03.08.2016 Whole time Director
DIN No. 00250868