TO THE MEMBERS
The Directors present the Twenty Eighth Annual Report together with the AuditedFinancial Statements for the financial year ended 31st March 2017 Consolidatedperformance of the Company and its associates has been referred to wherever required.
| ||(Rs. in Lacs) ||(Rs. in Lacs) |
| ||STANDALONE ||CONSOLIDATED |
| ||Current year ended on 31.03.2017 ||Previous Year ended on 31.03.2016 ||Current year ended on 31.03.2017 ||Previous Year ended on 31.03.2016 |
|Revenue from Operations || || || || |
|Revenue from Operations ||5509.08 ||4413.49 ||5509.08 ||4413.49 |
|Other Income ||74.22 ||78.53 ||74.22 ||78.53 |
|Total Revenue ||5583.30 ||4492.02 ||5583.30 ||4492.02 |
|Profit before Interest and depreciation ||279.55 ||275.32 ||279.55 ||275.32 |
|Finance Cost ||161.46 ||146.87 ||161.46 ||146.87 |
|Depreciation ||50.34 ||64.13 ||50.34 ||64.13 |
|Profit/(Loss) before tax ||67.75 ||64.32 ||67.75 ||64.32 |
|Provision for taxation/Income tax adjustment ||23.53 ||20.84 ||23.53 ||20.84 |
|Profit for the period before share of profit associate ||44.22 ||43.48 ||44.22 ||43.48 |
|Share of results of Associates ||0 ||0 ||(24.19) ||0.25 |
|Net Profit/(Loss) for the period ||44.22 ||43.48 ||20.03 ||43.73 |
On Standalone basis Total revenue increased by 24 % from Rs. 4492.02 Lacs to Rs.5583.30Lacs in comparison to previous year.
Profit after tax increased by 1.67 % to Rs. 44.22 Lacs from Rs.43.48 Lacs in previousyear calculated on Standalone basis. However on the basis of consolidation the netprofit after tax is Rs. 20.03 Lacs.
Finance cost increased for the year to Rs.161.46 Lacs from Rs.146.87 Lacs in previousyear.
Depreciation was at Rs. 50.34 Lacs as against Rs. 64.13 Lacs in the previous year.
Based on Companys performance your Directors do not recommend any dividend forthe year to strengthening the fund.
Your Company continues to make effort for better capacity utilization and to layemphasis to expand the Trade division for better performance of the Company.
The Company has not accepted any deposits from the public by invitation during theyear.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS: (i) Directors
1. Mr. Ankur Garg (DIN 00616599) is retiring by rotation at the ensuing Annual GeneralMeeting and is eligible for re-appointment.
He was born on 05-04-1978 and is Chartered Accountant and commerce graduate havingwide experience of more than 14 years in the field of Accounts marketing and management.He was appointed as director of the company w.e.f 26-07-2007. He holds directorship in twoother companies namely Standard Ganpati Merchandise Private Limited and Navsheel StandardConstruction Private Limited.
2. Mr. Satya Prakash Tayal (DIN 01532800) was appointed on 28-10-2016 as AdditionalDirector in the category of Independent Director. He has expressed his desire to be reappointed as an Independent Director not liable to retire by rotation of the company. Inaccordance with the provisions of section 160 (1) of the Companies Act2013 company hasreceived a notice from one of the members signifying his candidature.
Further Mr. Satya Prakash Tayal has submitted a declaration that he meets thecriteria for independence as provided in Section 149 (6) of the Act and Regulation 16 (b)of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
Mr. Satya Prakash Tayal holds a Master of Commerce (M.Com) degree from LucknowUniversity. He also holds a Bachelor of Law degree from Lucknow University. At present hegot enrolled as an Advocate by the Bar Council of Uttar Pradesh and doing chamber practiceas Company Law Consultant. Further he worked in the Department of Company Affairs Govt.of India from 03.07.1962 to 28.02.1995 approx for 33 years in various capacities ofRegistrar of Companies Joint Director etc. He has a vast experience in company lawmatters.
3. Mr. Promod Kumar Mishra (DIN 01616936) was appointed on 28-10-2016 as AdditionalDirector in the category of Independent Director. He has expressed his desire to be reappointed as an Independent Director not liable to retire by rotation of the company. Inaccordance with the provisions of section 160 (1) of the Companies Act2013 company hasreceived a notice from one of the members signifying his candidature.
Further Mr. Promod Kumar Mishra has submitted a declaration that he meets thecriteria for independence as provided in Section 149 (6) of the Act and Regulation 16 (b)of the SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015.
Mr. Pramod Kumar Misra is a Chartered Accountant and holds a Master of Law (LLM)degree MBA and DISA (ICAI). He is currently holding the position of Senior Partner andCEO in Misra Misra and Associates Chartered Accountants. He has professional experienceof more than 22 years since 1994 and having an exposure various area i.e. Income TaxService tax Company Law Board matters Project Financing and also an exposure in BankAudit Concurrent Audit Internal Audit and Stock Audit. Further he also worked asInsurance Surveyor & Loss assessor for New India Assurance Co. Ltd and United IndiaInsurance Company Ltd. for more than Five years.
4. Mrs. Bijal Yogesh Durgavale (DIN 07403891) was appointed on 11-02-2017 as AdditionalDirector in the category of Woman Independent Director. She has expressed her desire to bere appointed as an Independent Director not liable to retire by rotation of the company.In accordance with the provisions of section 160 (1) of the Companies Act2013 companyhas received a notice from one of the members signifying her candidature. Further Mrs.Bijal Yogesh Durgavale has submitted a declaration that she meets the criteria forindependence as provided in Section 149 (6) of the Act and Regulation 16 (b) of the SEBI(Listing Obligations and Disclosures Requirements) Regulations 2015 Mrs. Bijal YogeshDurgavale holds a Master of Commerce (M.Com) degree from Mumbai University. At present sheis working as a Company law advisor.
(ii) Key Managerial Personnel
1. Mr. Pawan Kumar Garg:
The tenure of Mr. Pawan Kumar Garg (DIN 0250836) Chairman and Managing Director of theCompany expires on 30-12-2017. The Board of Directors of the Company has proposed toreappoint him as Chairman and Managing Director of the Company for a further period ofFive years w.e.f 31-12-2017 to 30-12-2022 (till he attains the retirement age) on suchterms and condition as provided in the notice of the ensuing Annual General Meeting of theCompany.
2. Mr. Atul Kumar Garg:
The tenure of Mr. Atul Kumar Garg (DIN 00250868) as a Whole time Director of theCompany expires on 30-12-2017. The Board of Directors of the Company has proposed toreappoint him as Whole time Director of the Company for a further period of Five yearsw.e.f 31-12-2017 to 30-12-2022 (till he attains the retirement age) on such terms andcondition as provided in the notice of the ensuing Annual General Meeting of the Company.
During the year your Company has conducted seven meetings of the Board of Directors.The details of the meeting and attendance therein are given under Corporate GovernanceReport.
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 ofthe Companies 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. As per the requirements of the SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 a report on CorporateGovernance is attached to this report for information of the Members as Annexure Awhich forms part of the Report.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars relating to the Conservation of Energy Technology absorption ForeignExchange Earnings and Outgo as required u/s 134 (3) (m) of the Companies Act 2013 areenclosed as Annexure- B which forms 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 will be provided upon request. In terms of Section 136 of the Act thereports and accounts are being sent to the members and others entitled thereto excludingthe information on employees particulars which is available for inspection by themembers at the Registered office of the company during business hours on working days ofthe company up to the date of ensuing Annual General Meeting. If any member is interestedin inspecting the same such member may write to the Company Secretary in advance.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) Rules2014.
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 arefurnished in Annexure C which forms part of this Report.
The Equity Shares of the Company continues to be listed at BSE Ltd.
i) STATUTORY AUDTIORS
Pursuant to the provisions of section 139 of the Companies Act 2013 and all otherapplicable provisions if any of the said Act read with Companies (Audit and Auditors)Rules 2014 as amended from time to time M/s Atul Garg and Associates CharteredAccountant (Firm Registration No.01544C) are proposed to be appointed as Auditors of theCompany in place of the retiring auditors M/s Mittal Gupta & Company CharteredAccountants (Firm Registration no. 01874C) to hold office from the conclusion of thisAnnual General Meeting till the conclusion of 33th Annual General Meeting to be held inthe year 2022 (subject to ratification of their appointment at every AGM if so requiredunder the Act.) The Company has received a letter from statutory auditors to the effectthat their appointment if made would be within the provision prescribed under Section139 of the Companies Act 2013. Your Directors recommend their appointment.
Further the Comments made in the Auditors Report are self explanatory and needno further elucidation.
ii) COST AUDITORS
The maintenance of Cost Records pursuant to Section 148 (1) of the Companies Act 2013for the products or services rendered by the Company is under prepration for the F.Y.2016-17.
The Company had appointed Sarvesh S Srivastava Practicing Company Secretaries as theSecretarial Auditors of your Company for the Financial Year 2016-17. The Secretarial AuditReport is annexed as Annexure -D which forms part of this Report.
Further the Comments made in the Secretarial Auditors Report are selfexplanatory and need no further elucidation.
The Company has appointed M/s Mukund Maheshwari & Co. and M/s Harsh Agarwal &Associates Chartered Accountants as the Internal Auditors of the Company for the year2016-17. Their reports were placed before the Audit Committee of the Company from time totime.
The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.
INDEPENDENT DIRECTORS MEETING:
The Independent Directors met on 30th March 2017 without the attendance ofNon-Independent Directors and members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties.
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 auditors of the Company check and verify the internal control andmonitors them in accordance with Accounting Standards for properly maintaining the booksof accounts and reporting financial statement.
INTERNAL FINANCIAL CONTROL SYSTEM AND THEIRADEQUACY
Our management assessed the effectiveness of the Companys internal control overfinancial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 312017. 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:
Your Company has not made any loan or given any Guarantee or made any investment underSection 186 of the Companies Act 2013.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
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 theListing Agreement a Vigil Mechanism for directors and employee to report genuine concernsabout unethical behavior actual or suspected fraud or violation of the Companyscode 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 Companys shares andprohibits the purchase or sale of Company shares by the Directors and the designatedemployees while in possession of unpublished price sensitive information in relation tothe Company. The Board is responsible for implementation of the Code. All Board Directorsand the designated employees have confirmed compliance with the Code.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act 2013 the company has alreadyconstituted a business risk management committee. The details of the committee and itsterms of reference are set out in the Management Discussion and Analysis which form partof this report.
The Board annually evaluates its performance as well as performance of its Committeesand Directors individually from time to time.
RELATED PARTY TRANSCATIONS:
All related party transactions during the year were at arms length and were inthe ordinary course of the business. There are no material significant related partytransactions 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 are annexed as Annexure -E which forms part of this Report.
COMPANYS POLICY ON DIRECTORS APPOINTMENTAND 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.
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 Companys 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 Senior Management personnel have confirmed compliancewith the Code.
DIRECTORS 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 ofthe annual financial statements the applicable accounting standards have been followedalong with proper explanation relating to material departures if any; b. that suchaccounting policies have been selected and applied consistently and judgment and estimateshave been made that are reasonable and prudent so as to give a true and fair view of thestate of affairs of the Company as at 31st March 2017 and of the profit of the Companyfor the year ended on that date; c. that proper and sufficient care has been taken for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities; d. that the annual financial statements havebeen prepared on a going concern basis; e. that proper internal financial controls were inplace and that the financial control were adequate and were operating effectively; f. thatproper systems to ensure compliance with the provisions of all applicable laws were inplace 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 recordtheir deep sense of appreciation for the commitment displayed by all executives officersand staffs during the year.
| ||By order of the Board |
| ||For STANDARD SURFACTANTS LTD. |
| ||PAWAN KUMAR GARG |
| ||Chairman & Managing Director |
| ||DIN No. 00250836 |
|Place : Kanpur ||ANKUR GARG |
|Date : 12.08.2017 ||Whole time Director |
| ||DIN No. 00616599 |