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Standard Industries Ltd.

BSE: 530017 Sector: Others
NSE: SIL ISIN Code: INE173A01025
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OPEN 26.25
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VOLUME 21480
52-Week high 41.50
52-Week low 11.50
P/E 0.91
Mkt Cap.(Rs cr) 167
Buy Price 25.85
Buy Qty 150.00
Sell Price 25.95
Sell Qty 220.00
OPEN 26.25
CLOSE 25.10
VOLUME 21480
52-Week high 41.50
52-Week low 11.50
P/E 0.91
Mkt Cap.(Rs cr) 167
Buy Price 25.85
Buy Qty 150.00
Sell Price 25.95
Sell Qty 220.00

Standard Industries Ltd. (SIL) - Director Report

Company director report

To

The Members

Standard Industries Limited.

Your Directors hereby present the 125th Annual Report together with the AuditedStatements of Accounts for the Financial Year ended 31st March 2022.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

Current year Previous year
01.04.2021 to 31.03.2022 01.04.2020 to 31.03.2021
(Rs in lakhs) (Rs in lakhs)
Gross Operating Profit before Depreciation and tax 22230.03 496.50
Less: Depreciation 224.97 316.30
Profit before Taxes 22005.06 180.20
Current Tax 3650.00 __
Profit after Taxes 18355.06 180.20
Remeasurements of the defined benefit Plan 14.26 (116.50)
Net Profit 18369.32 63.70
Balance brought forward from previous year (5437.98) (5501.68)
Retained Earnings 12931.34 (5437.98)

The Company has drawn up its Accounts under IND AS.

The Board of Directors have declared an Interim dividend of Rs 1.75 per equity share ofRs 5/- each for the year ended 31st March 2022. Further the Board of Directors haverecommended a final dividend of Rs 0.75 per equity share of

Rs 5 each for the financial year ended 31st March 2022 and is subject to approval ofmembers at the ensuing Annual General Meeting.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS: TRADING DIVISION

For the Financial Year April 2021 to March 2022 under review the Company hasachieved a Textile Trading turnover of Rs 807.01 lakhs in comparison with Rs 733.57 lakhsfor the previous Financial Year. The school uniform business is a major component of thetotal textile trading business. However due to the pandemic situation schools/collegeswere shut and the Company has lost out on this business.

As Covid-19 has subsided and the schools have opened up the Company is optimisticabout regaining the business of uniforms and other products in 2022-23 as graduallynormalcy will be restored.

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises of assets which are in excess ofbusiness needs which the Company would liquidate based on market conditions.

TRANSFER AND ASSIGNMENT OF LEASEHOLD RIGHTS

Your Company enjoyed the benefit of leasehold rights from MIDC in approximately 62.25acres comprising Plot No. 4 situated at Trans-Thane Creek Industrial Area in the Villagesof Ghansoli & Savali Dist. Thane with clear title. As you are aware theShareholders of the Company had accorded the approval for transfer and assignment ofleasehold rights in the Property by passing special resolution under section 180(1)(a) andother applicable provisions of the Companies Act 2013 ("The Act") in theExtra-ordinary General Meeting held on 20th March 2021.

The Board of Directors of the Company at their meeting held on 22nd March 2021 hadaccorded their approval to enter into MOU with Support Properties Private Limited CarinProperties Private Limited and Feat Properties Private Limited (collectively called as"Assignees") to transfer and assign all its leasehold rights in 62.25 acres ofthe Company's leasehold property situated at Plot No. 4 Trans Thane CreekIndustrial Area in the villages of Ghansoli & Savali Taluka Thane("Property") for an overall consideration of Rs 427.33 crores.

Due to certain factors beyond the control of the parties to transfer and assign to allthe intending assignees mentioned above two of the assignees viz. Carin PropertiesPrivate Limited and Feat Properties Private Limited had decided to withdraw from thetransaction under MOU and consequently only Support Properties Private Limited was tofulfill all the obligations & complete the transaction for the said property as perthe MOU read with Supplemental Memorandum of Understanding. The Board of Directors videCircular Resolution passed on 3rd June 2021 had superseded the earlier Board Resolutiondated 22nd March 2021 and had given their consent for entering into Supplemental MOUAgreements Deed of Assignment and other connected documents with Support PropertiesPrivate Limited to transfer and assign unto them leasehold rights admeasuring approx.251934.308 Sq. Mtrs. equivalent to approx. 62.25 acres as mentioned above on the sameterms and conditions for the same consideration viz. Rs 427.33 crores (Rupees FourHundred and Twenty Seven crores and thirty three lakhs only).

This transfer assignment and consideration was subject to various conditions precedentgetting satisfied (including approval of MIDC) and other terms and conditions specified inthe MOU read with Supplemental MOU. Standard Industries Limited (SIL) (Assignor) andSupport Properties Private Limited (SPPL) (Assignee) (K. Raheja Group Company) haveexecuted Deed of Transfer and Assignment Agreement (DTAA) of Leasehold land in relation tothe said property alongwith Power Sub-Station situated within the same Plot. On receipt ofapproval dated 23rd March 2022 from MIDC DTAA dated 31st March 2022 was executedbetween SIL and SPPL for an overall consideration of Rs 427.33 crores.

TRANSFERRABLE DEVELOPMENT RIGHT (TDR)

The Company agreed to assign and transfer Transferrable Development Rights (TDR) withrespect to its land situated at Sewree vide MOU dated 18.5.2017 to K. Raheja PrivateLimited at a total consideration of Rs 41.50 crores. However inspite of bestefforts put forward by the Company Development Right Certificate (DRC) being theentitlement of TDR was not received from MCGM for a long period of time. Due to thecontinued uncertainty in the matter the Company and K. Raheja Private Limiteddecided to terminate the MOU and accordingly a Deed of Cancellation dated 1.1.2022 wasexecuted by the Company and K. Raheja Private Limited. Consequently the gain arrivingfrom the assignment of TDR entitlement of Rs 3503.13 lakhs has been reversed during theyear.

Meanwhile the Company has received Development Right Certificate (DRC) on 25.4.2022for 130127.72 Sq. ft. of TDR against its application for 142534.30 Sq. ft. of TDR.Thus the Company has received short TDR of 12406.58 Sq. ft. against its claim.

ACCOUNTS

The Consolidated Financial Statements of your Company for the financial year 2021-22are prepared as per Indian Accounting Standards ("IND AS") and in compliancewith applicable provisions of the Companies Act 2013 ("the Act") readwith the Rules issued thereunder and the provisions of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 (SEBI (LODR) Regulations 2015). Theconsolidated financial statements have been prepared on the basis of audited financialstatements of your Company and its subsidiaries as approved by the respective Board ofDirectors.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

SHARE CAPITAL

The Paid-up Equity Share Capital as on 31st March 2022 is Rs 321644705/- comprising64328941 Shares of Rs 5/- each.

During the financial year under review the Company has not issued any class ofsecurities including shares with differential voting rights sweat Equity Shares and hasnot granted any stock options.

The Company has not bought back any of its securities during the financial year underreview.

The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review there was no amount transferred to any of the reserves bythe Company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the financial year underreview. Therefore there is no information to submit in respect of conservation of energyand absorption of technology. The Company is however constantly pursuing technologicalupgradation in a cost-effective manner for delivering quality customer service.

The Company has no foreign exchange earnings and outgoings during the financial yearunder review.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31st March 2022. TheCompany has not accepted any public deposits under Chapter V of the Act and rules madethereunder.

However the Company has taken loan from Non-Banking Financial Institution whichis exempt from the definition of ‘deposit' under the Companies (Acceptance ofDeposits) Rules 2014. The details of such loans are given in Note No. 22 to thestandalone financial statements.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act withrespect to Directors' Responsibility Statement the Directors of your Company hereby stateand confirm that: (a) in the preparation of the annual accounts for the financial yearended 31st March 2022 the applicable accounting standards had been followed along withproper explanation relating to material departures; (b) the Directors have selected suchaccounting policies and applied them consistently and made judgments and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for thatperiod; (c) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;(d) the Directors have prepared the annual accounts on a going concern basis;

(e) the Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively; (f) the Directors have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

DETAILS OF SUBSIDIARIES JOINT VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However your Companyhas following Wholly-owned Subsidiaries:

1. Standard Salt Works Limited

2. Mafatlal Enterprises Limited

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1)of the Companies Act 2013 is not applicable to the Company.

DONATIONS

During the Financial Year the Company has donated a sum of Rs 3500000/- to variousCharitable and Educational Institutions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Retirement by rotation and subsequentre-appointment

Pursuant to Article 158 of the Articles of Association of the Company read with Section152 of the Act Smt. Divya P. Mafatlal (DIN: 00011525) is due to retire by rotationat the ensuing Annual General Meeting ("AGM") and being eligible offers herselffor reappointment.

B. Changes in Directors

Re-appointment of Mr. Tashwinder Singh

The Board of Directors based on performance evaluation and as per recommendation of theNomination and Remuneration Committee ("NRC") have re-appointed Mr. TashwinderSingh (DIN: 06572282) as Independent Director of the Company for 5 (Five) years from 10thFebruary 2023 to 9th February 2028 in terms of Section 149 152 and other applicableprovisions of the Act read with Regulation 16 and 17 of the SEBI (LODR) Regulations 2015subject to approval of the Members. The Board is of the opinion that Mr. Tashwinder Singhpossesses requisite expertise integrity and experience (including proficiency) forre-appointment as an Independent Director of the Company and the Board considers thatgiven his professional background experience and contributions made by him during histenure the continued association of Mr. Tashwinder Singh would be beneficial tothe Company.

Appointment of Shri Khurshed M. Thanawalla

Based on the recommendation of the NRC the Board of Directors of the Company hadappointed Shri Khurshed M. Thanawalla (DIN: 00201749) in the category of Non-ExecutiveIndependent Director of the Company w.e.f. 19th May 2022 for a period of 5 (Five) yearspursuant to the provisions of Section 149152 and 161 and other applicable provisions ofthe Companies Act 2013 Regulation 16 and 17 and other Regulations of the SEBI (LODR)Regulations 2015 and Article 142 of the Articles of Association of the Company.

In terms of Section 161 of the Companies Act 2013 the aforesaid appointment of ShriKhurshed M. Thanawalla will require approval of the shareholders.

The Board is of the opinion that Shri Khurshed M. Thanawalla possesses requisiteexpertise integrity and experience as required for Independent Director.

Accordingly it is proposed to approve his appointment as an Independent Director ofthe Company for a period from 19th May 2022 to 18th May 2027 not liable to retire byrotation.

C. Declarations by Independent Directors and re-appointment

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR)Regulations 2015 the Independent Directors have submitted declarations that each of themmeet the criteria of independence as provided in Section 149(6) of the Act along withRules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations 2015.There has been no change in the circumstances affecting their status as IndependentDirectors of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review 4 (Four) Board Meetings were held the details of whichare given in the Corporate Governance Report. The gap between two consecutive meetings waswithin the period prescribed under Section 173 of the Act and Regulation 17(2) ofSEBI Listing Regulations.

AUDIT COMMITTEE

The Audit Committee comprises the following:

Ms. Aziza A. Khatri Chairperson
Shri D. H. Parekh Member
Shri Shobhan Diwanji Member

NOMINATION AND REMUNERATION COMMITTEE

The NRC comprises the following:

Ms. Aziza A. Khatri Chairperson
Smt. Divya P. Mafatlal Member
Shri Shobhan Diwanji Member

The Committee has laid down the Company's Policy on Directors appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other related matters.

Pursuant to Section 134(3)(e) and Section 178 of the Act the Company's Policy onDirectors' appointment & remuneration is uploaded on the website of the Company at thelink www.standardindustries.co/pdf/ Nomination&RemunerationPolicy.pdf.

MATERIAL CHANGES AND COMMITMENTS

The Company and Support Properties Private Limited have executed the Deed of Transferand Assignment Agreement of leasehold rights dated 31.3.2022 in respect of 62.25 acres ofleasehold land situated at Plot No. 4 Trans Thane Creek Industrial Area in thevillages of Ghansoli and Savali Taluka Thane along with Power Sub-Station situatedwithin the same plot for a total consideration of Rs 427.33 crores.

In terms of Agreement/Understanding entered into with K. Raheja Private Limited theCompany had assigned all rights and interest concerning entitlement of TransferableDevelopment Rights (TDR) with respect to its land situated at Sewree. Inspite of bestefforts put forward by the Company the Development Right Certificate (DRC) being theentitlement of TDR was not received from MCGM. The Company and K. Raheja Private Limitedhave terminated the MOU and accordingly a Deed of Cancellation dated 1.1.2022 wasexecuted. The gain arriving from the assignment of TDR entitlement of Rs 3503.13lakhs has been reversed during the year.

SIGNIFICANT AND MATERIAL ORDERS

There have been no significant and material orders passed by the Regulators or Courtsor Tribunals impacting the going concern status and Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THEFINANCIAL STATEMENTS

The Company's internal control procedures are adequate to ensure compliance withvarious policies practices and statutes in keeping with the organization's pace of growthand increasing complexity of the operations.

The Company maintains a system of internal controls designed to provide reasonableassurance regarding the following:

• Effectiveness and efficiency of operations

• Adequacy of safeguards for assets

• Prevention and detection of frauds and errors

• Accuracy and completeness of the accounting records

• Timely preparation of reliable financial information.

Key controls have been tested during the year and corrective and preventive actions aretaken for any weakness. Internal Audit System is engaged in evaluation of internal controlsystems. Internal Audit findings and recommendations are reviewed by the Management andAudit Committee of the Board of Directors.

INDIAN ACCOUNTING STANDARDS (IND AS)

Your Company has adopted Indian Accounting Standards ("IND AS") pursuant toMinistry of Corporate Affairs Notification dated 16th February 2015 notifying theCompanies (Indian Accounting Standard) Rules 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications reservations or adverse remarks made either by theStatutory Auditors or by the Secretarial Auditor in their respective Reports.

The observations made by the Statutory Auditors read with the relevant notes onaccounts is self-explanatory.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES INCLUDED IN THECONSOLIDATED FINANCIAL STATEMENTS

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 the statement containing salient features of the financial statements of theCompany's subsidiaries (in Form AOC - 1) is annexed to the Financial Statements of theCompany.

ANNUAL RETURN

The Annual Return of the Company as on 31st March 2022 in Form MGT-7 in accordancewith Section 92(3) of the Act read with the Companies (Management and Administration)Rules 2014 is available on the Company's website and can be accessed at http://www.standardindustries.co/pdf/AnnualReturnsof31032022.pdf

FORMAL ANNUAL EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS

The Board of the Company based on recommendations of the NRC has carried out anannual performance evaluation of its own performance and that of its committees and thatof the individual Directors pursuant to the provisions of the Act and SEBI ListingRegulations. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with theCompany their roles rights responsibilities in the Company nature of the Industry inwhich the Company operates business model of the Company and related matters andfamiliarization programmes attended by Independent Directors are put up on the website ofthe Company at the link http://www.standardindustries.co/pdf/FamiliarizationProgrammeforIndependentDirectors.pdf

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide amechanism for Directors and Employees of the Company to approach the Audit Committee ofthe Board of Directors of the Company or any member of such Audit Committee. Itaims to provide a platform for the Whistle Blower to raise concerns on serious mattersregarding ethical values probity and integrity or any violation of the Company's Codeincluding the operations of the Company. The said Code has been displayed on the Company'swebsite www.standardindustries.co.

There have been no cases of frauds which required the Statutory Auditors to report tothe Audit Committee/ Board during the financial year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof The Sexual Harassment of Women at Workplace (Prevention Prohibition & Redressal)Act 2013. Internal Complaints Committee (ICC) has been set up to redress complaintsreceived regarding sexual harassment.

There have been no complaints received during the financial year.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Company'swebsite at link http://www.standardindustries.co/pdf/PolicyOnCorporateSocialResponsibility.pdf During the year under review the CSR provisionsas prescribed under the Act are not applicable to the Company hence Company is notrequired to contribute towards CSR.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans Guarantees and Investments pursuant to the provisions of Section 186of the Act read with Companies (Meetings of Board and its Powers) Rules 2014 aregiven in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contracts or arrangements entered into by the Company with relatedparties referred to in sub-section (1) of Section 188 of the Act are disclosed in FormNo. AOC – 2 (Please refer Annexure A to the Directors' Report). The Companyhas framed a Policy on Related Party Transactions. The web link where Policy on dealingwith Related Party transactions is disclosed ishttp://www.standardindustries.co/pdf/ PolicyOnRelatedPartyTransactions.pdf

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms partof this Report as Annexure B. As per the provisions of Section 136 of the Act theAnnual Report is being sent to the Members excluding the information on employees'remuneration particulars as required under Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 which is available for inspection bythe Members at the Registered Office of the Company during business hours on working daysof the Company up to the date of the ensuing AGM. If any Member is interested in obtaininga copy thereof such Member may write to the Company in this regard.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Act the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 read with Regulation 24A ofSEBI Listing Regulations the Company has appointed M/s. Nishant Jawasa & Associatesto undertake the Secretarial Audit of the Company.

Pursuant to Regulation 24A of SEBI Listing Regulations M/s. Kaushik M. Jhaveri &Co Practicing Company Secretaries has been appointed by the Board of Standard Salt WorksLimited the ‘material unlisted subsidiary' to undertake the Secretarial Audit ofStandard Salt Works Limited. Reports of the Secretarial Auditor for the Company andStandard Salt Works Limited is annexed herewith as Annexure C1 and C2 respectively.The Secretarial Audit Reports do not contain any qualification reservation adverseremark or disclaimer.

RISK MANAGEMENT

During the Financial Year under review a detailed exercise on Business Risk Managementwas carried out covering the entire spectrum of business operations and the Board has beeninformed about the risk assessment and minimization procedures. Business risk evaluationand management is an ongoing process with the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations aseparate Report on Corporate Governance and a certificate from the Auditors of the Companyregarding compliance of the conditions of Corporate Governance are annexed to this Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis Report for the year under review as stipulated underRegulation 34(2)(e) read with Schedule V of SEBI Listing Regulations is enclosedas Annexure to this Report.

INSURANCE

All the properties/assets including buildings furniture/ fixtures etc. and insurableinterests of the Company are adequately insured.

AUDITORS

M/s. Arunkumar K. Shah & Co. (Firm Registration No. 126935W) CharteredAccountants Mumbai were appointed as Statutory Auditors of the Company at the 121st AGMof the Company held on 20th August 2018 for a period of 5 (five) consecutive years till126th AGM of the Company. Their appointment was subject to ratification by the Members atevery subsequent AGM held after the AGM held on 20th August 2018. Pursuant to theamendments made to Section 139 of the Act by the Companies (Amendment) Act 2017 effectivefrom 7th May 2018 the requirement of seeking ratification of the Members for theappointment of the Statutory Auditors has been withdrawn. Hence the resolution seekingratification of the Members for continuance of their appointment at this AGM is not beingsought.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards i.e. SS-1 and SS-2relating to ‘Meetings of the Board of Directors' and ‘General Meetings'respectively.

For and on behalf of the Board
PRADEEP R. MAFATLAL
Chairman
Mumbai
Dated : 19th May 2022

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