To THE MEMBERS
The Directors present the Thirty Third Annual Report together with the AuditedFinancial Statements for the financial year ended 31st March 2022.
1. FINANCIALS RESULTS
(Rs. In Lacs)
|Particulars ||Current Year ended on 31.03.2022 ||Previous Year ended on 31.03.2021 |
|Revenue from Operations ||12454.67 ||9236.51 |
|Other Income ||59.82 ||39.21 |
|Total Revenue ||12514.49 ||9275.72 |
|Profit before Interest and depreciation ||457.45 ||447.83 |
|Finance Cost ||94.88 ||95.48 |
|Depreciation ||42.25 ||41.49 |
|Profit/(Loss) before tax ||320.32 ||310.86 |
|Profit/(Loss) before exceptional items ||320.32 ||310.86 |
|Tax Expenses- || || |
|Current Tax ||78.30 ||90.57 |
|Deferred Tax ||(3.89) ||2.83 |
|Profit for the period ||245.91 ||217.45 |
|Other comprehensive income ||(2.10) ||2.52 |
|Total comprehensive income for the period ||243.81 ||219.96 |
2. OPERATIONAL REVIEW:
During the year under review following were the operational performance of the company:
i. Revenue from operations increased from Rs. 9236.51 Lacs to Rs. 12454.67 Lacs incomparison to previous year (according to IND- AS Financial Statements).
ii. Net profit of the company has increased from Rs. 219.96 Lacs to Rs. 243.81 Lacs.
iii. Finance cost decreased from Rs. 95.48 Lacs to Rs.94.88 Lacs in the previous year.
iv. Depreciation and amortization expenses increased from Rs. 41.49 lacs to Rs. 42.25lacs.
v. Transfer to Reserves - The Reserve of the company increased from Rs. 1047.02 lacs toRs. 1081.52 lacs during the financial year under review as the company has transferredRs.245.91.
Highlights of the performance of the company has been discussed in detail in theManagement Discussion and Analysis report attached herewith
Based on Company's performance and in order to conserve resources your Directors donot recommend any dividend for the year.
4. PUBLIC DEPOSITS:
The Company has not accepted any deposits from the public by invitation during theyear.
5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:
During the year under review there was no change in the board of directors of thecompany. However Mr. Pramod Kumar Mishra Independent Director of the company resignedfrom office on 02.07.2021 and Mr. Gopal Dass Agarwal was appointed in his place to holdoffice as the Independent Director w.e.f. 03rd December 2021. The term of office of WomenIndependent Director Mrs. Bijal Yogesh Durgavale had completed and owing to herperformance and valuable contribution to the company the Board decided to re appoint herfor another term of 5 years subject to shareholders approval.
Further Mr. Atul Kumar Garg is retiring by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment. Mr. Atul Kumar Garg has been guiding thecompany's financials and trading for about 30 years. Under his able leadership company'sfinancials has been improved considerably.
During the year under review Mr. Pradeep Verma was appointed to the post of ChiefFinancial Officer w.e.f 12.08.2021 and Ms. Ritika Tandon was appointed to the post ofCompany Secretary and Compliance Officer w.e.f. 03.12.2021.
6. 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 of the annual financial statements the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any;
b) that such accounting policies have been selected and applied consistently andjudgment and estimates have been made that are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company as at 31st March 2022 and of theprofit of the Company for the year ended on that date;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) that the annual financial statements have been prepared on a going concern basis;
e) that proper internal financial controls were in place and that the financial controlwere adequate and were operating effectively;
f) that proper systems to ensure compliance with the provisions of all applicable lawswere in place and were adequate and operating effectively.
7. PRIVATE PLACEMENT
During the Financial under review the company has made preferential allotment of sharewarrants through private placement to the promoters of the company on approval ofshareholders in compliance to the Companies Act 2013 and the SEBI Regulations asapplicable.
8. MEETINGS DURING THEYEAR
The Board met Seven (7) times during the financial year ending on 31st March 2022. Theintervening gap between two meetings was within the period prescribed by the CompaniesAct 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(hereinafter referred to as "Listing Regulations"). Further the Composition ofBoard number and attendance of each director in various Committees of Board is asrequired in accordance with Secretarial Standard- 1 on Board Meetings and ListingRegulations.
9. DETAILS OF FRAUD REPORTED BY THE AUDITORS UNDER SECTION 143(12) OTHER THAN THOSEWHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT.:
No such fraud has been reported under section 143(12) of the Companies Act 2013.
10. SUBSIDIARY ASSOCIATES & JOINT VENTURES:
During the period under review the Company has no subsidiary associates & jointventures hence the Company is not required to provide a report on the performance andfinancial position of each of the subsidiaries associates and joint venture companiesincluded in the financial statements as required under Companies Act 2013 .
11. 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 is enclosed as Annexure-B which forms part of this report.
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.
12. BOARD EVALUATION
Regulation 10 19(4) and 20(4) of LODR Regulations mandates that the board shallmonitor and review the board evaluation framework. The Companies Act 2013 states that anannual evaluation needs to be made by the board of its own performance and that of itscommittees and individual directors Schedule IV of the Companies Act 2013 states thatthe performance evaluation of independent directors shall be done by the entire Board ofDirectors excluding the director being evaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The said criteria also contemplate evaluationof the directors based on their performance as director apart from their specific role asindependent non-executive and executive directors as mentioned below: -
1. Executive Director being evaluated as directors as mentioned above will also beevaluated on basis of targets/criteria given to them by board from time to time as well astheir terms of appointment.
2. Independent Director as director will be evaluated on meeting their obligationsconnected with their independence criteria as well as adherence with the requirements ofprofessional conduct roles etc. applicable to independent directors as described in theSchedule IV of the Companies Act 2013
13. BOARD AND ITS COMMITTEES
At the end of the financial year under review the Board and its committees was asfollows:-
|Sl. Name of Committee ||Members || ||Meeting Held |
|1. Audit Committee ||Dr. R.P.Singh ||Chairman ||30.06.2021 |
| ||Mr. Pawan Kumar Garg ||Member ||12.08.2021 |
| ||Mr. Gopal Dass Agarwal ||Member /NED ||23.08.2021 13.11.2021 14.02.2021 |
|2. Nomination and ||Dr. R.P.Singh ||Chairman ||30.06.2021 |
|Remuneration ||Mr. Gopal Dass Agarwal ||Member /NED ||23.08.2021 |
|Committee ||Mrs. Bijal Y. Durgavale ||Member /NED ||14.10.2021 |
|3. Stakeholders ||Mr. Pawan Kumar Garg ||Chairman ||30.06.2021 |
|Relationship ||Mr. Ankur Garg ||Member /ED || |
|Committee ||Dr. R.P. Singh ||Member /NED || |
|4. Executive Committee ||Mr. Pawan Kumar Garg ||Chairman ||30.06.2021 |
| ||Mr. Ankur Garg ||Member ||14.10.2021 |
The Board has accepted all recommendations made by the Audit Committee from time totime.
14. 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.
Pursuant to the provisions of Section 139 of the Act and the rules framed thereunderM/s Atul Garg & Associates Chartered Accountants (ICAI Firm Registration No. 01544C)were appointed as statutory auditors of the Company from the conclusion of Twenty EighthAnnual General Meeting held on 28-09-2017 till the conclusion of 33rd Annual GeneralMeeting to be held in the year 2022. The Statutory Auditors have confirmed that they areeligible to be re-appointed as the Statutory Auditors of the Company in accordance withthe provisions of the Companies Act 2013. The Board has proposed to appoint the firmsubject to shareholders approval further for a term of 5 years.
Further the Comments made in the Auditor's Report are self-explanatory and need nofurther elucidation.
ii) SECRETARIAL AUDITORS
The Company had appointed Mr. Sarvesh S. Srivastava Practicing Company Secretaries asthe Secretarial Auditors of your Company for the Financial Year 2021-2022. The SecretarialAudit Report is annexed as Annexure -C which forms part of this Report.
Further the Comments made in the Secretarial Auditor's Report are self-explanatory andneed no further elucidation
iii) INTERNAL AUDITORS:
The Company has appointed M/s Harsh Agarwal & Associates Chartered AccountantsKanpur as the Internal Auditors of the Company for the year 2021-2022.
16. MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION OF THE COMPANYOCCURRING BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT
No material change has occurred affecting the financial position of the company betweenthe end of the financial year of the company and date of the report which this FinancialStatements relate and the date of this Report.
However the company has proposed and is considering expanding its business in existingsurfactant market by manufacturing new products in the existing business line.
17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE:
No such order has been passed against the Company.
18. INTERNAL CONTROL SYSTEM AND THEIRADEQUACY & BUSINESS RISK MANAGEMENT:
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 verifies the internal controland monitors them in accordance with Accounting Standards for properly maintaining thebooks of accounts and reporting financial statement.
Our management assessed the effectiveness of the Company's internal control overfinancial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March312022. The statutory auditors of the Company has audited the financial statementsincluded in this annual report and has issued an attestation report on our internalcontrol over financial reporting (as defined in section 143 ofthe Companies Act 2013).
Our Risk Management framework encompasses practices relating to the identificationanalysis evaluation treatment mitigation and monitoring of the strategic operationaland legal and compliance risks to achieving our key business objectives. The details andits terms of reference are set out in the Management Discussion and Analysis which formpart of this report.
19. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS ANDOUTGO:
The Company has taken adequate steps during the year regarding conservation of energyhow ever the company witnessed high consumption of electricity. The particulars relatingto the Conservation of Energy Technology absorption Foreign Exchange Earnings and Outgoas required u/s 134 (3) (m) of the Companies Act 2013 are enclosed as Annexure- A whichforms part of this Report.
20. 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 companyfor the period under review.
21. PARTICULARS OF LOANS GURANTEES OR INVESTMENTS:
Details of Loans and Investments have been provided in the financial statement of thecompany which forms part of this annual report.
22. 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 were no relatedparty transactions made by the company with Promoters Key Managerial Personnel or otherdesignated persons which may have potential conflict with interest of the company atlarge. Form AOC-2 is annexed as Annexure -D which forms part of this Report.
23. CORPORATE GOVERNANCE:
Your Company has always endeavored to adhere to high standards of Corporate Governanceand insured its compliance in both spirit and law. However Your Company is claimingexemption under regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015.
24. 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 and SEBI(Listing Obligations and Disclosures Requirement) 2015 a Vigil Mechanism for directorsand employee to report genuine concerns about unethical behavior actual or suspectedfraud or violation of the Company's code of conduct or ethics policy has been established.
25. Annual Return
Pursuant to Section 92(3) of the Companies Act 2013 read with read with Rule 12 of theCompanies (Management and Administration) Rules 2014 a copy of the Annual Return of theCompany for financial year 2021-22 prepared in accordance with Section 92(1) of the Acthas been placed on the website at the web link- https://www. standardsurfactants.com
26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at work place a new act The SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. Under the said Act every company is required to setup an Internal Complaints Committee to look into complaints relating to sexual harassmentat work place of any women employee.
Company has adopted a policy for prevention of Sexual Harassment of Women at workplaceand has set up Committee for implementation of said policy. During the year Company hasnot received any complaint of harassment.
27. 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 and prohibitsthe purchase or sale of Company shares by the Directors and the designated employees whilein possession of unpublished price sensitive information in relation to the Company. TheBoard is responsible for implementation of the Code.
28. COMPANYS' POLICY ON DIRECTORS' APPOINTMENT AND 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. Thepolicy is available at the website ofthe company at https://standardsurfactants.com/
29. 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.
30. 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 SeniorManagement personnel have confirmed compliance with the Code.
The Equity Share ofthe Company continued to be listed at BSE Ltd.
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 record their deep sense of appreciation for thecommitment displayed by all executives officers and staffs during the year.
|Place : Kanpur ||By Order of the Board of Directors || |
|Date : 06.09.2022 ||For STANDARD SURFACTANTS LIMITED || |
| ||PAWAN KUMAR GARG ||(ANKUR GARG) |
| ||Chairman and Managing Director ||Whole time Director |
| ||(DIN-00250836) ||DIN-00616599 |