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Standard Shoe Sole & Mould India Ltd.

BSE: 523351 Sector: Others
NSE: N.A. ISIN Code: INE888N01013
BSE 00:00 | 17 Sep Standard Shoe Sole & Mould India Ltd
NSE 05:30 | 01 Jan Standard Shoe Sole & Mould India Ltd
OPEN 9.12
PREVIOUS CLOSE 9.12
VOLUME 100
52-Week high 9.68
52-Week low 9.12
P/E
Mkt Cap.(Rs cr) 5
Buy Price 9.60
Buy Qty 9900.00
Sell Price 9.12
Sell Qty 100.00
OPEN 9.12
CLOSE 9.12
VOLUME 100
52-Week high 9.68
52-Week low 9.12
P/E
Mkt Cap.(Rs cr) 5
Buy Price 9.60
Buy Qty 9900.00
Sell Price 9.12
Sell Qty 100.00

Standard Shoe Sole & Mould India Ltd. (STANDARDSHOE) - Director Report

Company director report

Dear Shareholders

On behalf of the Board of Directors it is our pleasure to present the 44thAnnual Report together with the Audited Annual Statement of Accounts of M/s Standard ShoeSole and Mould (India) Ltd. ("the Company") for the year ended March 31 2020.

FINANCIAL PERFORMANCE

The summarized standalone results of your Company are given in the table below:

Particulars

Financial Year ended

Standalone

31.03.2020 31.03.2019
Revenue from Operations 18696549 1486125
Other Income 341070 -
Profit before depreciation finance cost and tax (16512346) (5271915)
Less: Finance Cost - -
Less: Depreciation - -
Profit before Tax (16512346) (5271915)
Less: Tax Expense - -
Profit after Tax (16512346) (5271915)
Other Comprehensive Income - -
Profit/(Loss) carried to Balance Sheet (16512346) (5271915)

*previous year figures have been regrouped/rearranged wherever necessary.

SHARE CAPITAL

During the year the Company had not allotted any Equity Shares on rights/preferential/ private placement basis. The Company has also not allotted any PreferenceShares/ Debentures.

As on 31st March 2020 the issued subscribed and paid up share capital ofyour Company stood at Rs.51815000 /- comprising 5181500 Equity shares of Rs.10/-each.

RESERVES

Your Company does not propose to transfer any amount to Reserves.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2019-2020.

SUMMARY OF OPERATIONS

Your Company's Revenue from operations in the Financial Year 2019-2020 was Rs.18696549 as compared to Rs. 1486125 in the previous Financial Year 2018-2019. TheCompany had incurred Loss of Rs. 16512346 in the Financial Year 2019-2020 as comparedto Loss of Rs. 5271915 in the previous Financial Year 2018-2019.

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).

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 a detailed "Management Discussion & AnalysisReport" comprising an overview of the financial results operations / performance andthe future prospects of the Company is appended to this Report and marked as Annexure- 1

EXTRACT OF ANNUAL RETURN

Pursuant to section 92(3) of the Companies Act 2013 (‘the Act') and rule 12(1) ofthe Companies (Management and Administration) Rules 2014 extract of annual return isappended to this Report and marked as Annexure- 2.

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

There were no significant material orders passed by the Regulators/Courts which wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

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 were 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.

FIXED DEPOSITS

Your Company has not invited accepted or renewed any fixed deposits from the public asat 31st March 2020 and accordingly there is no principal or interestoutstanding in respect thereof.

ADEQUACY OF 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.

CORPORATE GOVERNANCE

The matter related to Corporate Governance is not applicable to your Company as thePaid Up Share Capital of the Company is below Rs. 10 Crore and the Networth of the Companyis below Rs. 25 Crores as on the last day of the previous Financial Year as well as ondate of the report.

This provision is contained in Regulation 15 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015.

DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO

(a) Conservation of energy: During the year there was no consumption of power andenergy.

(b) Technology absorption: During the year there was no absorption of technology.

(c) Foreign exchange earnings and Outgo: During the year there was no foreign exchangeearnings and outgo. HOLDING AND SUBSIDIARY

Your Company is not a Holding Company or Subsidiary to any other Company.

AUDITORS AND AUDITORS' REPORT Statutory Audit:

As per Section 139 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 as amended M/s. L. B. Jha & Co. Chartered Accountants (FirmRegn No.: 301088E) Kolkata was appointed as the Statutory Auditors of the Company for aninitial term of 5(five) years from the conclusion of 42nd AGM till theconclusion of 47th AGM of the Company.

The members may note that pursuant to the changes made in the Companies Act 2013 andthe Companies (Audit and Auditors) Rules 2014 by the Ministry of Corporate Affairs (MCA)vide notification dated May 7 2018 the

proviso to Section 139(1) of the Companies Act 2013 read with explanation to sub-rule7 of Rule 3 of the

Companies (Audit and Auditors) Rules 2014 the requirement of ratification ofappointment of Auditors by the Members at every AGM has been done away with.

Therefore the company is not seeking any ratification of appointment of M/s. L. B. Jha& Co. as the Statutory Auditors of the Company by the members at the ensuing AGM.

The Company has received the consent and eligibility certificate from M/s. L. B. Jha& Co. Chartered Accountants under section 139(1) of the Companies Act 2013 andfurther that the appointment if made shall be in accordance with the applicable provisionsof the Act and rules framed thereunder.

The report of the Statutory Auditors alongwith notes to Schedules for the FinancialYear 2019-2020 is enclosed to this Report. The observations made in the Auditors' Reportare self-explanatory and therefore do not call for any further comments.

Cost Audit:

As per the Cost Audit Orders Cost Audit is not applicable to the Company's products/business of the Company for the Financial Year 2019-2020.

Secretarial audit:

In terms of the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 Mr.Amarendra Kumar Rai Practicing Company Secretary of M/s Amarendra Rai & AssociatesPracticing Company Secretaries was appointed as Secretarial Auditor of the Company toconduct Secretarial Audit for the Financial Year ended March 31 2020. The Report of theSecretarial Auditor issued by Mr. Amarendra Kumar Rai in Form MR-3 is appended to thisReport. There is no reservation qualification or adverse remark contained in theSecretarial Audit Report. The Report is self-explanatory and do not call for any furthercomments.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act 2013 your Directors tothe best of their knowledge and belief hereby 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) they had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the loss ofthe company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities;

(d) they had prepared the annual accounts on a going concern basis;

(e) they had laid down internal financial controls to be followed by the company andthat such internal financial controls are adequate and were operating effectively; and

(f) they had devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

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 before tax made during the threeimmediately preceding financial years in pursuance of its Corporate Social ResponsibilityPolicy.

Since the criterions set out in Section 135 of the Companies Act 2013 is notapplicable to your Company no sum was spent on CSR during the Financial Year 2019-2020.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Company's Board is duly constituted and is in compliance with the requirements ofthe Companies Act 2013 the Listing Regulations and provisions of the Articles ofassociation of the Company.

• Mr. Bhupinder Kumar Mehta retires by rotation and being eligible offers himselffor re-appointment.

• Mr. Bal Kishan Das was appointed as an Independent Director in the AnnualGeneral Meeting held on 30th September 2019 with the approval of members.

• Mr. Kausik Mukherjee resigned as an Independent Director w.e.f. 5thAugust 2019 due to personal reasons.

• Mr. Rajiv Issar was appointed as an Additional Independent Director of theCompany w.e.f 20th November 2019 not liable to retire by rotation subject toapproval of members in the ensuing Annual General Meeting for a period of five (5)consecutive years upto 19th November 2024.

• Details of Board Meeting:

During the year 4 number of Board meetings were held details of which are givenbelow:

Date of the meeting No. of Directors attended the meeting
30.05.2019 6
05.08.2019 6
20.11.2019 4
13.02.2020 5

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Companies Act 2013 read with Rulesframed thereunder and provisons of Schedule IV to the Act as well as the ListingRegulations your Company has carried out performance evaluation of the Board ofDirectors Committees of the Board and individual Directors on the basis of participationof Directors quality of information available quality of discussions contributions anddecision making etc.

COMMITTEES OF BOARD

The committees were reconstituted on 20th November 2019 as below:

a. Audit Committee:

Sl. No. Name Chairman/ Members
1 Mr. Bal Kishan Das Member (Non-Executive Independent Director)
2 Mr. Rajiv Issar Member (Non-Executive Independent Director)
3 Mrs. Renu Bhatter Member (Non-Executive Director)

The Audit Committee met four times during the financial year ended 31stMarch 2020 i.e. on 30.05.2019 05.08.2019 20.11.2019 and 13.02.2020.

b. Nomination & Remuneration Committee:

Sl. No. Name Chairman/ Members
1 Mr. Bal Kishan Das Member (Non-Executive Independent Director)
2 Mr. Rajiv Issar Member (Non-Executive Independent Director)
3 Mrs. Renu Bhatter Member (Non-Executive Director)

The Nomination & Remuneration Committee met twice during the financial year ended31st March 2020 i.e. on 05.08.2019 and 20.11.2019

c. Corporate Social Responsibility Committee: Not Applicable

d. Stakeholders Relationship Committee:

Sl. No. Name Chairman/ Members
1 Mrs. Renu Bhatter Member (Non Executive Director)
2 Mr. Bal Kishan Das Member (Non Executive Independent Director )
3 Mr. Mukund Bhatter Member (Whole Time Director)

The Stakeholders Relationship Committee met four times during the financial year ended31st March 2019 i.e. on 30.05.2019 05.08.2019 20.11.2019 and 13.02.2020.

MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV to the Companies Act 2013 Secretarial Standards- 1 (SS-1) readwith the Guidance Note on SS-1 and the Listing Regulations the meeting of the IndependentDirectors was held on 13.02.2020.

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(6)of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 and also confirmed that they have compliedwith the Code for Independent Directors prescribed in Schedule IV of the Companies Act2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has Familiarization Programme for Independent directors to familiarize themwith regard to their roles rights responsibilities in the Company along with nature ofindustry in which the Company operates business model code of conduct and policies ofthe Company etc. The Familiarization Programme is also available on the website of theCompany.

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.

CODE OF CONDUCT

The board of your Company has laid down Code of Conduct for Directors and SeniorManagement Personnel of the Company. All the Directors and Senior Management Personnelhave affirmed compliance with these codes.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations the Whole Time Directorand the Chief Financial Officer of the Company have jointly certified the financialstatements for the financial year ended 31st March 2020.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration of Rs. 8.5 Lakhs per month or Rs 102Lakhs per annum. The details of Particulars of Employees as required under section 197(12)of the Companies Act 2013 read with Rule 5(2) & 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 are appended to this Report andmarked as Annexure- 3.

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 and minimization procedures andperiodical review to ensure that risk is controlled by means of a properly definedframework. In the Board's view there are no material risks which may threaten theexistence of the Company.

COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION Policy on Directors' appointment andremuneration 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. The same has been adoptedin line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015after the same were notified.

POLICY ON 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. An Internal Complaints Committee has been set up toredress complaints received regarding sexual harassment. All employees (permanentcontractual temporary trainees) are covered under this Policy.

There were no complaints received during the year.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review the Company has duly complied with the applicableprovisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) andGeneral Meetings (SS-2) issued by The Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

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.

Place: Kolkata For & on behalf of the Board of Director
Date: 01.09.2020