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Standard Capital Markets Ltd.

BSE: 511700 Sector: Financials
NSE: N.A. ISIN Code: INE625D01010
BSE 00:00 | 22 Sep 3.67 0
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NSE 05:30 | 01 Jan Standard Capital Markets Ltd
OPEN 3.67
PREVIOUS CLOSE 3.67
VOLUME 19
52-Week high 3.67
52-Week low 1.50
P/E 14.68
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.67
CLOSE 3.67
VOLUME 19
52-Week high 3.67
52-Week low 1.50
P/E 14.68
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Standard Capital Markets Ltd. (STDCAPITALMKT) - Director Report

Company director report

To the Members

Your Directors are pleased to present the 34th Annual Report together withthe Audited Financial Statements of Accounts and Auditor's Report for the year ended 31stMarch 2021.

FINANCIAL HIGHLIGHTS

The summarized financialperformance of the Company during the year under review is asunder:

31.03.2021 31.03.2020
Revenue from Operations 3211683.00 3646551.00
Total Revenue 3211683.00 3646551.00
Total Expenditure 9347484.20 3337438.00
Profit/(Loss)before Tax (6905801.20) 309113.00
Tax Expenses (74467) (75589.00)
Profit/(Loss) after Tax (6980268.20) 233524.00
Earnings Per Share (1.75) 0.06

DIVIDEND

Due to the losses your Directors regret their inability to recommend dividend for theyear under review.

PERFORMANCE REVIEW & OUTLOOK

During the period the Company earned total revenue of 3211683.00for the year ended31st March 2021 as against Rs. 3646551.00 for the year ended 31stMarch 2020. Net profit after tax for the year under review was (6980268.20)against theprofits of Rs. 233524.00 in the previous year.

Further as the Company is NBFC it made provision for Standard Assets' in Terms ofSection 134 (3)

(j) Of The Companies Act 2013

TRANSFER TO STATUTORY RESERVES

During the period under review the Company has incurred losses therefore it has nottransferred any amountto Statutory Reserve Account as required under the provisions ofSection 45-IC of RBI Act 1934.

MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTSRELATE AND THE DATE OF THE REPORT

The outbreak of the deadly COVID-19 virus in March 2020 and the ensuing lockdownimposed across the country affected business operations. The health of the employees andworkers became a priority. Stoppage of operations in early part of 2020-21 for anuncertain period resulted in a large financial burden on one hand and workforce idling oremployees working from home on the other hand. COVID-19 is an unprecedented challenge. Thelockdown gave India time to make a concerted effort to flatten the outbreak curve. Towardslatter part of last year consequent to significant opening of the economic activityacross the nation demand picked up compared to first half of FY2020-21.

In April 2021 India experienced massive second wave of COVID-19 infections. Howeverwe expect no major changes in the economic activity as the nation is preparing to face thePandemic with vaccines and preparedness. The World has been suffering from COVID 19 formore than a year now. COVID 19 has materially affected the business globally includingthe Company also. The same is still continuing and it would not be appropriate to predictits impact on business of the Company at this stage.

NON ACCEPTANCE OF PUBLIC DEPOSITS

During the year under report your Company did not accept any deposits from the publicin terms of the provisions of Chapter V of the Companies Act 2013 and under provision ofSection 45-IA of the RBI Act 1934.

PARTICULARS OF LOANS AND INVESTMENTS MADE

The provisions of Section 186 of the Companies Act 2013 are not applicable to theCompany as the Company is a Non-Banking Finance Company.

CHANGES IN BUSINESS ACTIVITIES DURING THE YEAR

There was no change in the business activities of the Company during the year underreview.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR

COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S

OPERATIONS IN FUTURE

During the year under review no significant or material orders were passed by theRegulators / Courts / Tribunals which would impact the going concern status of the Companyand its future operations.

EXTRACT OF ANNUAL RETURN

The Annual Return of your Company is available on its website at the weblink:http://www.stancap.co.in/resource/Annual_Report.aspx

SHARES

There was no change in the Share Capital of the company during the period under review.

MEETINGS OF THE BOARD

During the year 6(Six) Board Meetings were held on the below mentioneddates:30.06.2020 03.09.2020 10.11.2020 05.12.2020 29.01.2021 and 13.02.2021and thesame were convened and held in Compliance with the provisions of the law. The interveninggap between the Meetings was within the period prescribed under the Companies Act 2013.

DETAILS OF MEETING ATTENDED BY EACH DIRECTOR

S. No. Name of Director Number of meeting attended
1. Mr. Ghanshyam Prasad Gupta 6
2. Ms. Arika Chopra Sarda 6
3. Mr. Kishore Kargeti 6

AUDIT COMMITTEE MEETINGS

During the year 4 Audit Committee Meetings were held on 30.06.2020 03.09.202010.11.2020 13.02.2021 and the same were convened and held in compliance with theprovisions of the Act.

S. No. Name of Director Designation Number of Meeting attended
1. Ms. Arika Chopra Sarda Chairperson 4
2. Mr. Ghanshyam Prasad Gupta Member 4
3. Mr. Kishore Kargeti Member 4

STAKEHOLDERS RELATIONSHIP COMMITTEE

During the year 1 Stakeholders Relationship Committee Meeting was held on 13.02.2021the same was convened and held in compliance with the provisions of the Act.

S. No. Name of Director Designation Number of Meeting attended
1. Ms. Arika Chopra Sarda Chairperson 1
2. Mr. Ghanshyam Prasad Gupta Member 1
3. Mr. Kishore Kargeti Member 1

NOMINATION AND REMUNERATION COMMITTEE

During the year 1 Nomination and Remuneration Committee Meetings were held on29.01.2021 and the same were convened and held in compliance with the provisions of theAct.

S. No. Name of Director Designation Number of Meeting attended
1. Ms. Arika Chopra Sarda Chairperson 1
2. Mr. Ghanshyam Prasad Gupta Member 1
3. Mr. Kishore Kargeti Member 1

DIRECTORS' RESPONSIBILITY STATEMENT

As required in terms of Section 134(5) of the Companies Act 2013 your Directors wishto state as under-

1. That in the preparation of the Annual Accounts the applicable Accounting Standardshad been followed and there were not material departures;

2. That the Directors have selected such Accounting Policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31stMarch 2021 and of the profit or loss of the Company for the year ended on that date;

3. The Directors have taken proper and sufficient care 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;

4. The Directors have prepared the annual accounts of the Company on a ‘goingconcern' basis;

5. The Directors have laid down internal financial controls in the company that areadequate and were operating effectively;

6. The Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DECLARATION OF INDEPENDENT DIRECTORS AND STATEMENT ON COMPLIANCE OF CODE OF CONDUCT

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as laid down under Section 149(6)of the Companies Act 2013 and pursuant to SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

The Independent Directors have complied with the Code for Independent Directorsprescribed in Schedule-IV of the Act.

The Company has formulated the Code of Conduct for Directors and Senior ManagementPersonnel Further the Board of Directors and Senior Management Personnel have fullycomplied with the provisions of the Code of Conduct of Board of Directors and SeniorManagement of the Company during the Financial Year ending 31st March 2021.

COMPLIANCE WITH THE SECRETARIAL STANDARDS

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto the ‘Meetings of the Board of Directors' and ‘General Meetings'respectively have been duly followed by the

Company.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

There were no transactions of the Company of material nature with related parties thatmay have potential conflict with the interest of the Company at large and which fall underthe scope of Section 188(1) of the Companies Act 2013. However related party disclosureas required by AS-18 had been reported in the notes to the financial statements in thisreport. Policy on dealing with related party transactions is available on the website ofthe Company at www.stancap.co.in.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN OUTGO

The particulars under Section 134(3)(m) of the Companies Act 2013 read with Rule 8 ofthe Companies (Accounts) Rules 2014 with regard to conservation of energy and technologyabsorption are not applicable to your Company being a Non-banking finance company. Duringthe year under review there were no earnings or outgo in foreign exchange.

RISK MANAGEMENT POLICY- DEVELOPMENT AND IMPLEMENTATION

Your Company has been following the principle of risk minimization as a significantnorm in every industry which has now become mandatory under Section 134(3)(n) of theCompanies Act 2013. The Board of Directors has adopted a Risk Management Policy whichemphasis on the risk assessment and minimization procedures steps for framingimplementing and monitoring the risk management plan for the company. The contents of thepolicy have been included in the

"Management Discussion and Analysis" forming part of this report.

COMPANY'S POLICY RELATING TO DIRECTORS APPOINTMENT PAYMENT

OFREMUNERATION AND DISCHARGE OF THEIR DUTIES

Pursuant to the provisions of Section 178 of the Companies Act 2013 and otherapplicable provisions if any the Board of Directors has on the recommendation of theNomination & Remuneration Committee framed a policy for selection and appointment ofDirectors Senior Management and their remuneration.TheRemunerationPolicyoftheCompanyinter-aliaincludestheaimsandobjectivesprinciplesofremunerationcriteriaforidentificationofBoardMembersandseniormanagement.

TheCriteriaforidentificationoftheBoardMembersincludingfordeterminingqualificationpositiveattributes independence etc. are givenhereunder:

The Board Member shall possess appropriate skills qualification andexperience.

Director should possess high level of personal and professional ethics and values. Heshould be able tomanagetheinterestsandconcernsoftheCompanyaswellastheshareholders.

Independent Director shall be a person with vast experience and expertise who fulfillsthe criteriaof independence under Section 149 of the Companies Act 2013 and couldcontribute to the growth of theCompany.

The Director must be willing to devote sufficient time and energy to carry out hisduties and responsibilities effectively andproperly.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Board has carried out an annualperformance evaluation of its own performance the directors individually as well as theevaluation of its committees.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

Pursuant to the provisions of Section 152 of the Companies Act 2013 Mr. GhanshyamPrasad Gupta Director of the Company would retire by rotation and being eligible offershimself for reappointment. His appointment will be considered at the ensuing AnnualGeneral Meeting.

Mr. Shyam Lal resigned from the post of Company Secretary and Compliance Officerw.e.f. 29th January 2021.

(a)Remuneration of the Directors / Key Managerial Personnel (KMP) and Particulars ofEmployees

The provisions of Rule 5(2) & 5(3) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 are not applicable as there are no such employee whowere drawing / in receipt of remuneration of prescribed amount during the period underreview.

The Company has One Executive Director Mr. Ghanshyam Prasad Gupta who is alsoManaging Director of the Company. No remuneration is paid to him.

The information required pursuant to Section 197(12) of the Companies Act 2013 readwith Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 in respect of Directors / Key Managerial Personnel (KMP) and Employees of the Companyis furnished hereunder:

(i) the ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year: NIL

(ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NIL

(iii) the percentage increase in median remuneration of employees of the financialyear: NIL

Sr. No. Name Category Ratio/Time per median of employee remuneration % Increase in remuneration
1. Mr. Ghanshyam Prasad Gupta Managing NIL NIL
Director
2. Mr. Kishore Kargeti Director NIL NIL
3. Ms. Arika Chopra Sarda Director NIL NIL
4. Mr. Deepak Kumar CFO 295000 NIL
5. Mr. Shyam Lal* CS 198709 NIL

 

*Resigned w.e.f. 29.01.2021.

(iv) the number of permanent employees on the rolls of Company: Five (5)

(v) Average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration.Nil

(vi) The remuneration paid to the Key Managerial Personnel (KMP) is in accordance withthe remuneration policy of the Company.

INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO FINANCIAL STATEMENTS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. Your Company has adequate system ofInternal Controls with reference to financial statements.The Company believe that thesesystems provide reasonable assurance that Company's internal financial controls aredesigned effectively and are operating as intended. The detail of the adequacy of InternalFinancial Control forms a part of the Management Discussion and Analysis Report.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as stipulatedunder SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 ispresented in a separate section forming part of the Annual Report.

CORPORATE GOVERNANCE

In terms of Regulation 15(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the provision of Regulation 27 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 are not applicable to the Company since thepaid up capital of the Company is below Rs. 10 Crores and also the net worth of theCompany is below Rs. 25 Crores. Thus the Company is not required to attach the CorporateGovernance report with the Report of the Board of Directors.

DETAILS OF SUBSIDIARIESJOINT VENTURES AND ASSOCIATE COMPANIES

The Company does not have any Subsidiary Joint Ventures and Associate Companies.

STATEMENT PURSUANT TO LISTING AGREEMENT

The Company's Equity Shares are listed at BSE Limited. The listing fee for the year thefinancial year 2020-21has been paid to BSE timely.

AUDITORS & AUDITOR'S REPORT

a) STATUTORY AUDITORS

At the 30th Annual General Meeting held on 30th September 2017 M/sKrishan Rakesh & Co. Chartered Accountants were appointed as Statutory Auditorsof the Company for period of 5 years commencing from the conclusion of the 30thAnnualGeneral Meeting of the Company till the conclusion of 35thAnnual GeneralMeeting.

b) INTERNAL AUDITOR

Pursuant to the provisions of Section 138 of the Companies Act 2013 and Rules relatedtheretoM/s. Batra Spara & Associates Chartered Accountants were appointed asInternal Auditors to acts as the Internal Auditors of the Company and their report is dulyreviewed by the Audit Committee.

c) SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial personnel) Rules 2014 the Company hasappointed M/s. A. K. Nandwani& Associates Company Secretaries in Practice toundertake the Secretarial Auditof the Company. The Report of the Secretarial Audit in FormMR-3 is enclosed as a part of this report as "Annexure A".

Statutory Auditor's and Secretarial Auditor's observations if any in their respectivereport(s) have been suitably explained by way of appropriate notes to accounts and alsoin the Directors' Report wherever necessary.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the company during the F.Y. ended 31st March 2021. This is alsobeing supported by the report of the auditors of the company as no fraud has been reportedin their audit report for the F.Y. ended 31st March 2021.

AUDIT COMMITTEE

The Audit Committee of the Board has been duly constituted in accordance with theprovisions of Companies Act 2013 and the SEBI (Listing Obligation and DisclosureRequirements) Regulations 2015.

VIGIL MECHANISM - WHISTLE BLOWER POLICY

In terms of the provisions of the Companies Act 2013 and read with SEBI (ListingObligations and Disclosure Requirements) Regulations 2015the Company has established aVigil Mechanism and a Whistle-blower policy is in accordance with provisions of the Actand Listing Regulations. The Whistle Blower Policy duly approved by the Board of Directorshas been uploaded on the website of the Company viz. www.stancap.co.in.

CORPORATE SOCIAL RESPONSIBILITY

During the financial year 2019-20 the Net Worth of the Company was 40425729.94 andTurnover of the Company was 3646551.00 and Net profit of the Company was 233524 whichwere below the prescribed limit therefore provisions of Section 135(1) of the CompaniesAct

2013 read with the Companies (Corporate Social Responsibility Policy) Rules 2014 arenot applicable.

SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

There were no incidences of sexual harassment reported during the year under review interms of the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.

MAINTENANCE OF COST RECORDS

The provisions related to maintenance of cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 are notapplicable to the Company.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme ESOS.

4. Provision of money by Company for purchase of its own shares by employees or bytrustees for the benefit of employees.

5. Bonus Shares.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the assistance andco-operation received from the Banks Government authorities customers and members duringthe year under review.

By order of the Board
Date:31st August 2021 Sd/-
Place: New Delhi Ghanshyam Prasad Gupta
[Managing Director]
DIN: 00287019
Address: 14 SFS Flats Shakti Apartment
Ashok Vihar Phase-III Delhi 110052

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