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Standard Batteries Ltd.

BSE: 504180 Sector: Others
NSE: STANDRDBAT ISIN Code: INE502C01039
BSE 14:42 | 03 Oct 30.25 0.65
(2.20%)
OPEN

30.20

HIGH

31.00

LOW

29.05

NSE 05:30 | 01 Jan Standard Batteries Ltd
OPEN 30.20
PREVIOUS CLOSE 29.60
VOLUME 2046
52-Week high 49.75
52-Week low 22.20
P/E
Mkt Cap.(Rs cr) 16
Buy Price 29.50
Buy Qty 241.00
Sell Price 30.20
Sell Qty 1323.00
OPEN 30.20
CLOSE 29.60
VOLUME 2046
52-Week high 49.75
52-Week low 22.20
P/E
Mkt Cap.(Rs cr) 16
Buy Price 29.50
Buy Qty 241.00
Sell Price 30.20
Sell Qty 1323.00

Standard Batteries Ltd. (STANDRDBAT) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting this Seventy Fifth Board's Report on theaffairs of the Company together with the Audited Financial Statements for the year endedon 31st March 2022.

I. FINANCIAL SUMMARY OR HIGHLIGHTS

(Rs In Lakhs)

Particulars Year Ended 31.03.2022 Year Ended 31.03.2021
Revenue from Operations - -
Other Income 8.79 12.07
Total Income 8.79 12.07
Profit before Interest& finance charges depreciation & taxation (45.04) (52.34)
Less: Interest & finance Charges 0.07 0.20
Operating profit before depreciation & taxation (45.11) (52.54)
Less: Depreciation amortization & impairment of asset 0.02 0.02
Profit before Exceptional Items (45.13) (52.56)
Add: Exceptional Items (30.00) -
Profit before taxation (75.13) (52.56)
Current Tax - -
Adjustment relating to tax for earlier years 0.02 (16.24)
Deferred Tax Liability - -
Profit after taxation (75.15) (36.32)
Add: Balance brought forward (608.43) (572.11)
Profit/(Loss) available for appropriation (75.15) (36.32)
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 - -
Balance carried forward to Balance Sheet (683.58) (608.43)

II. OPERATIONS:

The Company could not achieve any turnover during this year under review & previousyear it reflected no change over the previous year. This was mainly due to the outbreak ofCorona Virus (COVID 19) in India which prevailed throughout the year under review andfully affected the economic operations of the Company. Net Loss of the Company during theyear amounted to Rs.7514.89 thousand compared to net loss of Rs. 3631.79 thousand rupeesincurred in the previous year.

EFFECTS OF COVID – 19 ON THE BUSINESS OF THE COMPANY:

The outbreak of Corona virus (COVID – 19) globally and in India has impactedeconomic and business activities in general. The Company has accessed internal andexternal upto the date of approval of financial results while reviewing recovering offinancial assets financial resources and ability to pay its liabilities. Based on suchassessment the Company expects to fully recover the carrying amount of the assets andcomfortably discharge its liabilities. Hence the management does not envisage anymaterial impact on financial results.

III. CHANGE IN CAPITAL STRUCTURE:

There were no changes in capital structure during the year under review.

IV. TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserves.

V. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.

VI. SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANY:

As on March 31 2022 the Company does not have any Subsidiary/Joint Ventures/Associate Company.

VII. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS.

The Company has in place an established control system designed to ensure properrecording of financial and operational information and compliance with various internalcontrols and other regulatory and statutory compliances. Except for the effects of thematerial weakness described in Independent Auditor's Report on the achievement of theobjectives of the control criteria the Company has in all material respects an adequateinternal financial controls system with reference to Financial Statements and suchinternal financial controls with reference to Financial Statements were operatingeffectively as at 31st March 2022 based on the internal financial controls with respectto Financial Statements criteria established by the Company considering the essentialcomponents of internal control stated in the Guidance Note on Audit of Internal FinancialControls Over Financial Reporting issued by the ICAI.

VIII. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

IX. DETAILS OF DIRECTORS OR KEY MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVERESIGNED:

During the year under review following are the changes in the structure of the Board:

As per the provisions of the Companies Act

2013 and the Articles of Association of the Company Mr. Hiren Umedray Sanghavi wasappointed as General Manager w.e.f. from 22.04.2021 for a period of one year.

At the ensuing Annual General Meeting:

As per the provisions of the Companies Act

2013 and the Articles of Association of the Company Mr. Pradip Bhar (DIN: 01039198)eligible to retire by rotation has offered himself for re-appointment.

As per the provisions of the Companies Act

2013 and the Articles of Association of the Company Mr. Hiren Umedray Sanghavi has beenproposed for the re-appointment as General Manager.

X. AUDITORS:

STATUTORY AUDITORS AND THEIR REPORT:

M/s. V Singhi & Associates Chartered Accountants having registration number FRNNo. 311017E were appointed as Statutory Auditors of your Company at the 70th AnnualGeneral Meeting held on August 24 2017 for a term of five consecutive years till theconclusion of the 75th AGM.

As the appointment of the Auditors is concluding at the ensuing AGM it was proposed bythe Board of Directors to re-appoint M/s. V Singhi

& Associates Chartered Accountants having registration number FRN No. 311017E fora further term of 5 years from the conclusion of 75th AGM till the conclusion of the 80thAGM

The Auditors have given their Consent & Eligibility Certificate to continue to actas Auditors of the Company. The statutory auditors have also confirmed that they hold avalid certificate issued by the "Peer Review Board" of The Institute ofChartered Accountants of India.

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report.

Qualification by Statutory Auditor:

According to the information and explanations given to us and based on our audit thefollowing material weakness has been identified as at March 31 2022:

Due to Non-provision of Interest income for quarter on inter corporate Loan amountingRs.500 Lakhs given to a company in earlier years. In the absence of sufficient andappropriate audit evidences regarding recoverability of Inter corporate loan and interestfor the year thereon we are unable to comment thereon.

Explanation by the Board:

During the earlier years the Company had given Inter Corporate Loan amounting to Rs.500 Lakhs to Williamson Financial Services Limited ("the recipient Company").Considering the financial position of the recipient Company the management has decidednot to recognise interest income on the same. However the management believes thatoutstanding dues are fully recoverable and unrecognised interest income from 1st April2019 will be recognised as and when received. During the financial year the Company hasreceived Rs. 15 Lakhs against such loan and the same has been adjusted against principalamount.

Statutory Auditor's Comments on Explanation:

The Management should provide sufficient and appropriate audit evidences regarding therecoverability of the Loan and Interest for the year thereon.

SECRETARIAL AUDITORS AND THEIR REPORT:

The Board has appointed M/s. R. N. Shah & Associates Company Secretaries inWhole-time Practice to carry out Secretarial Audit under the provisions of section 204 ofthe Companies Act 2013 and Annual Secretarial Compliance Report under SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 for the financial year 2021-22.The report of the Secretarial Auditor is annexed to this report as Annexure C.

INTERNAL AUDITOR

M/s. KIRAN SOLANKI & ASSOCIATES Chartered Accountants are our Internal Auditors.The scope of work and authority of the Internal Auditors is as per the terms of referenceapproved by Audit Committee. The Internal Auditors monitors and evaluates the efficiencyand adequacy of internal control system in the Company its compliance with operatingsystems accounting procedures and policies of the Company. Significant audit observationand recommendations along with corrective actions thereon are presented to the AuditCommittee of the Board.

XI. DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the yearended March 31 2022.

XII. CORPORATE SOCIAL RESPONSIBILITY:

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

XIII. EXTRACT OF ANNUAL RETURN:

Pursuant to amendments in Sections 92 134(3) of the Act and Rule 12 of the Companies(Management and Administration) Rules 2014 requirement of the extract of Annual Returnin Form MGT-9 is dispensed with.

Copy of the annual return will be made available on the website of the Company.

URL: www.standardbatteries.co.in

XIV. (I) NUMBER OF MEETINGS OF THE BOARD:

During the Financial Year (FY) 2021-22 the Board of Directors met 4 (Four) times viz.on 30th June 2021 13th August 2021 12th Novemember 2021 & 14th February 2022.Further the status of attendance of Board Meeting by each of Director is as follows:

Sl. No. Name of the Director No. of Board Meetings Entitled To Attend No. of Board Meetings Attended
1. Pradip Bhar 4 4
2. Ratan Kishore 4 4
Bhagania
3. Gaurang 4 4
Shashikant
Ajmera
4. Kavita Biyani 4 4

Further the status of attendance of Board Meeting by each of Director is as follows:

Sl. No. Date of Board Meeting Directors attended the Board Meetings
1. 30th June 2021 Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani
2. 13th August 2021 Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani
3. 12th November 2021 Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani
4. 14th February 2022 Mr. Pradip Bhar
Mr. Ratan Kishore Bhagania
Mr. Gaurang Shashikant Ajmera
Ms. Kavita Biyani

(II) NUMBER OF MEETINGS OF THE COMMITEES: (i) AUDIT COMMITTEE:

As on 31.03.2022 Audit Committee comprises of following Directors:

• Mr. Ratan Kishore Bhagania Chairman.

Mr. Pradip Bhar Member.

Mr. Gaurang S. Ajmera Member

Ms. Kavita Biyani Member

During the Financial Year 2021-22 the audit committee met 4 times viz. on 30th June2021 13th August 2021 12th November 2021 & 14th February 2022.

(ii) NOMINATION AND REMUNERATION COMMITTEE:

As on 31.03.2022 Nomination and Remuneration Committee comprises of followingDirectors:

Mr. Ratan Kishore Bhagania Chairman.

Mr. Pradip Bhar Member.

Mr. Gaurang S. Ajmera Member

During the Financial Year 2021-22 the Nomination and Remuneration committee met 2times viz. on 30th June 2021 & 14th February 2022.

(iii) STAKEHOLDERS RELATIONSHIP COMMITTEE:

As on 31.03.2022 Stakeholders Relationship Committee comprises of following Directors:

Mr. Ratan Kishore Bhagania Chairman.

Mr. Pradip Bhar Member.

Mr. Gaurang S. Ajmera Member

During the Financial Year 2021-22 the Stakeholders Relationship Committee met 1 timeviz. on 14th February 2022.

XV. 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 thepreparation of the annual accounts for the financial year ended 31st March 2022 theapplicable accounting standards had been followed along with proper explanation relatingto 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 2022 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 going concern basis; (v) theDirectors had laid down internal financial controls to be followed by the company and thatsuch internal financial controls are adequate and were operating effectively; (vi) theDirectors had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively

XVI. A STATEMENT ON DECLARATION GIVEN BY INDEPENDENT DIRECTORS UNDER SUB-SECTION (6) OFSECTION 149;

All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and provisionsof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

XVII. OPINIONOFTHEBOARDWITHREGARDTOINTEGRITY EXPERTISE AND EXPERIENCE (INCLUDING THEPROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR:

In the opinion of the Board the Independent Directors possess the requisite expertiseand experience and are persons of high integrity and repute. They fulfill the conditionsspecified in the Companies Act 2013 (‘the Act') as well as the Rules made thereunderand are independent of the management.

INDEPENDENT DIRECTORS DECLARATION:

Every Independent Director at the first meeting of the Board after their appointmentand thereafter at the first meeting of the Board in every financial year or whenever thereis any change in the circumstances which may affect his/her status as an independentdirector is required to provide a declaration that he/she meets the criteria ofindependence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of theListing Regulations.

In accordance with the above each Independent Director has given a written declarationto the Company confirming that he/she meets the criteria of independence under Section149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations and that they havecomplied with the Code of Conduct as specified in Schedule IV to the Act. In the opinionof the Board all the Independent Directors fulfill the criteria of independence asprovided under the Act Rules made thereunder read with the Listing Regulations and areindependent of the management and possess requisite qualifications experience andexpertise and hold highest standards of integrity to discharge the assigned duties andresponsibilities as mandated by Act and Listing Regulations diligently. Disclosureregarding the skills/expertise/competence possessed by the Directors is given in detail inthe Report on Corporate Governance forming part of this Annual Report.

The Company has taken requisite steps for inclusion of the names of all IndependentDirectors in the databank maintained with the Indian Institute of Corporate Affairs("IICA"). Accordingly the Independent Directors of the Company have registeredthemselves with the IICA for the said purpose. In terms of Section 150 of the Act readwith Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules2014 All the three (3) Independent Directors of the company were exempted by IndianInstitute of Corporate Affair (IICA) from appearing Online Proficiency Self-AssessmentTest as they have fulfilled the conditions for seeking exemption from appearing for theOnline Proficiency Self-Assessment Test.

XVIII. COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION INCLUDING CRITERIAFOR DETERMINING 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 sub-section (3) of section 178 is appended as Annexure A to thisReport.

XIX. 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.

XX. RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties are referred to insub-section (1) of Section 188 in the form AOC-2 [clause (h) of sub-section (3) of Section134 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014]:

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 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.

The particulars of contracts or arrangements with related parties referred to insub-section (1) of section 188 in the form AOC-2 is annexed herewith as Annexure B to thisreport.

XXI. DIVIDEND

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

XXII. TAXATION MATTERS

Notes forming part of the Financial Statements for the year ended 31st March 2022explains the position of the Company for pending Taxation matters.

XXIII. MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments affecting the financial positionof the 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.

XXIV. 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.

XXV. 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 to 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 Board of Directors of theCompany.

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.

XXVI. STATEMENT INDICATING THE MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADEBY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Sections 134 and 178 of the Companies Act read with Regulations17 and 19 of the Listing Regulations the performance evaluation of the Board and itsCommittees were carried out during the year under review.

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.

XXVII. DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION (12) OFSECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There are no frauds reported by Auditors under Section 143 (12) of the Companies Act2013.

XXVIII.MAINTENANCE OF COST RECORDS AS SPECIFIED BY THE CENTRAL GOVERNMENT UNDERSUBSECTION (1) OF SECTION 148 OF THE COMPANIES ACT 2013.

Company is not required to maintain such records and accordingly such accounts andrecords are not made and maintained.

XXIX. CONSTITUTION OF INTERNAL COMPLAINTS COMMITTEE OBLIGATION OF COMPANY UNDER THESEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT 2013AND AS PER RULE 8(5)(X):

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 InternalComplaints Committee for implementation of the said policy under the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and during the yearthe Company has not received any complaint of such harassment.

XXX. COMPLIANCE WITH SECRETARIAL STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute ofCompany Secretaries of India on Board Meetings and General Meetings.

XXXI. DISCLOSURE PURSUANT TO SECTION 197(12) OF THE COMPANIES ACT 2013 READ WITH RULE5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014.

Requirements of Rule 5(1) Details
1) the ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year; None of the Director has been paid remuneration other than sitting fees paid for attending Meetings of Board and Committees.
2) the percentage increase in remuneration of each Director Chief Financial Officer Chief Executive Officer Company Secretary or Manager if any in the financial year; Hiren U. Sanghavi (Manager)*:
No Change
Shamrao R. Landge
(Chief Financial Officer):
No Change
Bhupendra N. Shah
(Company Secretary):
No Change
3) the percentage increase in the median remuneration of employees in the financial year No Change
4) the number of permanent employees on the rolls of company; 5 Employees as on 31.03.2022
5) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison 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; Average Percentile Increase: No Change
6) Affirmation that the remuneration is as per the remuneration policy of the company. Remuneration paid during the year ended March 21 2022 is as per Remuneration Policy of the Company.

*Appointed as Manager w.e.f from 22.04.2021

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

XXXII. VIGIL MECHANISM/WHISTLE BLOWER POLICY:

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

XXXIII. DEMATERIALIZATION:

87.84% of the shares of the Company are in dematerialized form. Your Directors requestall the members who have not yet got their holding dematerialized to do so to enable easytrading of the shares as the shares of the Company are compulsorily traded indematerialized form.

XXXIV.FOLLOWING DETAILS ARE ALSO AVAILABLE ON THE WEBSITE OF THE COMPANY I.E ON WWW.STANDARDBATTERIES.CO.IN:

Policy for determination of Materiality Policy on Related Party Transaction. AllDisclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements)2015 Shareholding Pattern Financial Results Annual Reports Information to be disseminatedas per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements) 2015

XXXV. MANAGEMENT DISCUSSION AND ANALYSIS REPORT: In terms of the provisions ofRegulation 34 (2) (e) and Schedule V (as amended) of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Management's discussion and analysis areas 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 factors that could make a difference to theCompany's operations include economic conditions affecting the Markets in which companyoperates; changes in the Government regulations; tax laws and other statutes andincidental 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. 2021-22appear 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 financialservices business effective risk management has become very crucial. Your Company isexposed to credit risk liquidity risk and interest rate risks. Your Company has in placesuitable mechanisms to effectively reduce such risks. All these risks are continuouslyanalysed and reviewed at various levels of management through an effective informationsystem. The Company is having excellent Board of Directors who are experts in thefinancial sector and are helping the Company in making good investment.

SEGMENT-WISE OR PRODUCT WISE PERFORMANCE:

The Company has only one segment of Operation which is trading in steel products.

OUTLOOK AND FUTURE PROSPECTS:

Competition continues to be intense as the Indian and foreign banks have entered theretail lending business in a big way there by 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: (i)Identification of the diverse risks faced by the company.

(ii) The evolution of appropriate systems and processes to measure and monitor them.

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

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

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

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

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 systemsyour Company's internal audit department reviews all thecontrol measures on a periodic basis and recommends improvements wherever appropriate.The internal audit department is manned by highly qualified and experienced personnel andreports directly to the Audit Committeeof the Board. The Audit 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.

Except for the effects of the material weakness described in the Independent Auditor'sReport on the achievement of the objectives of the control criteria the Company has inall material respects an adequate internal financial controls system with reference toFinancial Statements and such internal financial controls with reference to FinancialStatements were operating effectively as at 31st March 2022 based on the internalfinancial controls with respect to Financial Statements criteria established by theCompany considering the essential components of internal control stated in the GuidanceNote on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

MATERIAL DEVELOPMENTS IN HUMAN

RESOURCES / INDUSTRIAL RELATIONS FRONT INCLUDING NUMBER OF PEOPLE EMPLOYED.

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

DETAILS OF SIGNIFICANT CHANGES (I.E.

CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEYFINANCIAL RATIOS:

Ratio FY 2020- 21 FY 2021- 22 Change (25% or more as compared to FY 2020-21) Detailed explanations
Debtors 0 0 No change : No Sales
Turnover 100%
Inventory 0 0 0 0
Turnover
Interest 0 0 0 0
Coverage
Ratio
Current 2.9 3.06 Increase :
Ratio 5.51%
Debt Equity 0 0 0 0
Ratio
Operating 0 0 0 No Sales
Profit
Margin (%)
Net Profit -300.79 -858.20 Decrease :
Margin (%) 185.31%

DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUSFINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF:

Due to nil sales and fall in interest income there has been negative return on Networth. However the Board is hopeful to recover the Loan and interest given and improvethe Return on Net Worth.

XXXVI.DISCLOSURE PURSUANT TO SEBI CIRCULAR NO. SEBI/HO/CFD/CMD1/CIR/P/2020/84 DATED MAY20 2020 ON MATERIAL IMPACT OF COVID19 PANDEMIC UNDER REGULATION 30 OF SEBI (LISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATIONS 2015

The Company has disclosed material impact of COVID19 Pandemic on its operationsfinancials etc. The disclosure can be accessed at BSE's website: www.bseindia.com

XXXVII.CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate monitor and report trading bydesignated persons and their immediate relatives as per the requirements under theSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015.This Code of Conduct also includes code for practices and procedures for fair disclosureof unpublished price sensitive information which has been made available on the Company'swebsite at www.standardbatteries. co.in.

XXXVIII.DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY ANDBANKRUPTCY CODE 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OFTHE FINANCIAL YEAR.

There is no application made or any proceeding pending under the Insolvency andBankruptcy Code 2016 (31 of 2016) during the year.

XXXIX.DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONETIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIALINSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no one time settlement done between Company and Banks/Financial Institutions.Hence details of difference in valuation is not required.

XL. CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015) Certificate ofNon-Disqualification of Directors from R. N. Shah & Associates Company Secretaries isattached as Annexure D.

ACKNOWLEDGEMENTS:

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 cooperationreceived from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors

Place: Kolkata Pradip Bhar
Date: 30 May 2022 CHAIRMAN
(DIN: 01039198)

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