TO THE MEMBERS
The Directors present the Thirty First Annual Report together with the AuditedFinancial Statements for the financial year ended 31st March 2020.
| ||(Rs. in Lacs) |
| ||Current year ended on 31.03.2020 ||Previous Year ended on 31.03.2019 |
|Revenue from Operations ||8261.07 ||11724.24 |
|Other Income ||12.59 ||29.39 |
|Total Revenue ||8273.66 ||11753.63 |
|Profit before Interest and depreciation ||211.11 ||298.48 |
|Finance Cost ||101.64 ||129.17 |
|Depreciation ||42.70 ||45.21 |
|Profit/(Loss) before tax ||66.77 ||124.10 |
|Profit/(Loss) before exceptional items ||86.46 ||124.10 |
|Tax Expenses- || || |
|Current Tax ||19.34 ||36.49 |
|Deferred Tax ||(22.73) ||4.16 |
|Profit for the period ||89.85 ||83.45 |
|Other comprehensive income ||(3.89) ||(0.41) |
|Total comprehensive income for the period ||85.96 ||83.04 |
During the year under review following were the operational performance of the company:
i. Revenue from operations decreased from Rs. 11724.24 Lacs to Rs. 8261.07 Lacs incomparison to previous year (according to IND- AS Financial Statements).
ii. Net profit of the company has increased from Rs. 83.04 Lacs to Rs. 85.96 Lacs.
iii. Finance cost decreased from Rs. 129.17 Lacs to Rs.101.64 Lacs in the previousyear.
iv. Depreciation and amortization expenses decreased from Rs. 45.21 lacs to 42.70 lacs.
Based on Company's performance and in order to conserve resources your Directors donot recommend any dividend for the year.
Your Company continues to do technological up gradation in its plant and machinery andcontinues to expand the Trade division for better performance of the Company. Howeverproductivity and profitability of the Company precisely depend on overall economicscenario.
The Company has not accepted any deposits from the public by invitation during theyear.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:
During the year under review there was no change in the board of directors of thecompany.
Further Mr. Atul Kumar Garg is retiring by rotation at the ensuing Annual GeneralMeeting and is eligible for re- appointment. Mr. Garg aged 66 years is a commercegraduate. He has been managing the company's administration since inception.
During the year your Company has conducted four meetings of the Board of Directors.
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.
Your Company has always endeavored to adhere to high standards of Corporate Governanceand ensured 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.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The Company has taken adequate steps during the year regarding conservation of energywhich has resulted in less consumption of electricity. The particulars relating to theConservation of Energy Technology absorption Foreign Exchange Earnings and Outgo asrequired u/s 134 (3) (m) of the Companies Act 2013 are enclosed as Annexure- A whichforms part of this Report.
PARTICULARS OF EMPLOYEES:
The information required pursuant to Section 197 read with rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company 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.
The extracts of Annual Return pursuant to the provisions of Section 92 read with Rule12 of the Companies (Management and administration) Rules 2014 in Form MGT-9 areavailable at website of the company at https://standardsurfactants.com/in terms ofprovisions of Companies (Amendment) Act 2017.
The Equity Share of the Company continued to be listed at BSE Ltd.
i ) STATUTORY AUDITORS
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 AnnualGeneral Meeting to be held in the year 2022. The Statutory Auditors have confirmed thatthey are eligible to continue as the Statutory Auditors of the Company in accordance withthe provisions of the Companies Act 2013.
Further the Comments made in the Auditor's Report are self explanatory and need nofurther elucidation.
ii) ) SECRETARIAL AUDITORS
The Company has appointed Sarvesh S. Srivastava Practicing Company Secretaries as theSecretarial Auditors of your Company for the Financial Year 2019-20. The Secretarial AuditReport 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 Nivedita and Associates Chartered Accountants Kanpur asthe Internal Auditors of the Company for the year 2019-20. Their report was placed beforethe Audit Committee of the Company from time to time.
Shri Pramod Kumar Mishra is the Chairman of the Audit committee of the company. Otherthan him Dr. Rajinder Pal Singh and Mr. Pawan Kumar Garg are members of the AuditCommittee. The Audit Committee met 4 times during the year.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY:
The Company has adequate system of internal control with reference to the financialstatements. All the transactions are properly authorized recorded and reported to theManagement. The internal auditor of the Company checks and verifies the internal controland monitors them in accordance with Accounting Standards for properly maintaining thebooks of accounts and reporting financial statement.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:
Our management assessed the effectiveness of the Company's internal control overfinancial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 312020. The statutory auditors of the Company has audited the financial statements includedin this annual report and has issued an attestation report on our internal control overfinancial reporting (as defined in section 143 of the Companies Act 2013).
CORPORATE SOCIAL RESPONSIBILITY:
CSR in terms of Section 135 and Schedule VII of the Companies Act 2013 read with theCompanies (Corporate Social Responsibility (Rules) 2014 is not applicable to the company.
PARTICULARS OF LOANS GURANTEES OR INVESTMENTS:
Details of Loans and Investments have been provided in the financial statement of thecompany which forms part of this annual report.
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.
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. All Board Directors and thedesignated employees have confirmed compliance with the Code.
BUSINESS RISK MANAGEMENT:
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.
The Board annually evaluates its performance as well as the performances of itsCommittees and Directors individually. For evaluating the performance of the Whole TimeDirectors is evaluated by the Board by linking it directly with their devotion towardsimplementation and management of the growth parameters of the Company and actualperformance and future plans as set out from time to time. Further the performance of thevarious Committees of the Board is reviewed on the basis of the achievement of the workdesignated to the specific committee.
RELATED PARTY TRANSCATIONS:
All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of the business. There 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.
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 of the company.
Our Vision and values form the basis of our attitudes and actions. Mutual trust andrespect are essential for successful cooperation which your company demonstrates in allits dealings. By building high levels of commitments and creating a passion for excellencethe sustainable progress of your Company is brought about through its people.
CODE OF CONDUCT:
The Board of Directors has approved a Code of Conduct which is applicable to theMembers of the Board and all employees in the course of day to day business operations ofthe company. The Code has been placed on the Company's websitewww.standardsurfactants.com. The Code lays down the standard procedure of business conductwhich is expected to be followed by the Directors and the designated employees in theirbusiness dealings and in particular on matters relating to integrity in the work place inbusiness practices and in dealing with stakeholders. All the Board Members and the SeniorManagement personnel have confirmed compliance with the Code.
DIRECTOR'S RESPONSIBILITY STATEMENTS:
Pursuant to Section 134 (5) of the Companies Act 2013 the Board of Directors to thebest of their knowledge and ability state the following:
a. that in the preparation 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 2020 andof the profit 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.
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.
| ||By order of the Board |
| ||For STANDARD SURFACTANTS LTD. |
| ||PAWAN KUMAR GARG |
| ||Chairman & Managing Director |
| ||DIN No. 00250836 |
| ||ANKUR GARG |
|Place : Kanpur ||Whole time Director |
|Date : 13.11.2020 ||DIN No. 00616599 |