| Dear MEMBERS,
The Directors present the Twenty Sixth Annual Report together with the
Audited Statement of Accounts of the Company for the financial year
ended 31st March, 2015.
FINANCIAL RESULTS
(Rs. in Lacs)
Current year Previous Year
ended on ended on
31.03.2015 31.03.2014
REVENUE FROM OPERATIONS :
Revenue from Operations 5337.69 5251.88
Other Income 27.74 22.34
Total Revenue 5365.43 5274.22
Profit before Interest and
depreciation 307.50 294.14
Finance cost 152.97 169.02
Depreciation 85.75 68.60
Profit/(Loss) before tax 68.78 56.51
Provision for taxation/ Income
tax adjustment 22.76 16.00
Net Profit/ (Loss) for the period 46.02 40.50
OPERATIONAL REVIEW :
During the year Sales has increased from Rs.5251.88 Lacs to Rs.5337.68
Lacs in the previous year. Profit after tax increased to Rs.46.02 Lacs
from Rs.40.50 Lacs in the previous year. .
Finance cost for the year decreased by 1.68 % amounting to Rs. 152.97
Lacs from Rs.169.02 Lacs in the previous year.
Depreciation was at Rs.85.75 Lacs as against Rs.68.60 Lacs in the
previous year.
DIVIDEND
Your Directors do not recommend any dividend for the year. The fund
requirement for future business expansion.
PROSPECTS :
Your Company continues to expand technological up gradation in its plant
and machinery and continues to lay emphasis to expand the Trade division
for better performance of the Company.
PUBLIC DEPOSITS
The Company has not accepted any deposits from the public by invitation
during the year.
BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:
Mr. Ankur Garg is retiring by rotation at the ensuing Annual General
Meeting and is eligible for re-appointment. In view of the valuable
guidance and support received from him your Directors recommend his
re-appointment. Mr. Dhirendra Kumar Gupta has appointed as CFO of the
Company in accordance with the provisions of section 203 of the
Companies Act, 2013.
During the year your Company has conducted 06 meetings of the Board of
Directors. The details of the meeting and attendance therein are given
under Corporate Governance Report.
As required under Clause 49 of the Listing Agreement with the Stock
Exchange, the information on the particulars of the Directors proposed
for appointment/ re-appointment has been given in the Notice of the
Annual General Meeting.
DECLARATION OF INDEPENDENT DIRECTORS:
The Independent Directors have submitted their disclosure to the Board
that they fulfill all the requirements as stipulated in Section 149(6)
of the Companies Act, 2013 so as to qualify themselves to be appointed
as Independent Directors under the provisions of Companies Act, 2013
and the relevant rules.
CORPORATE GOVERNANCE :
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance in both spirit and law.
As per the requirements of the Listing Agreement entered into with
Stock Exchanges, a report on Corporate Governance together with the
certificate from M/s Sarvesh S. Srivastava, Practicing Company
Secretary, confirming the compliance of the Corporate Governance is
attached to this report for information of the Members. Annexure -A
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
IThe particulars relating to the Conservation of Energy, Technology
absorption, Foreign Exchange Earnings and Outgo as required u/s 134 (3)
(m) of the Companies Act, 2013 are enclosed 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 employees of the Company, will be provided
upon request. In terms of Section 136 of the Act, the reports and
accounts are being sent to the members and others entitled thereto,
excluding the information on employees' particulars which is available
for inspection by the members at the Registered office of the company
during business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any, member is interested in
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 under the provision 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.
ANNUAL RETURN:
The extracts of Annual Return pursuant to the provisions of Section 92
read with Rule 12 of the Companies (Management and administration)
Rules, 2014 in Form MGT-9 are furnished in Annexure C and is attached
to this Report.
LISTING:
The Equity Share of the Company continued to be listed at Bombay Stock
Exchange.
AUDITORS:
i) STATUTORY AUDTIORS
Pursuant to the provisions of Section 139 of the Act and the rules
framed thereunder, M/s Mittal Gupta & Co., Chartered Accountants (ICAI
Firm Registration No. 01874C), were appointed as statutory auditors of
the Company from the conclusion of the Twenty Fifth Annual General
Meeting held on 30-12-2014 till the conclusion of ensuing Annual
General Meeting.
The Company has received a letter from statutory auditors to the effect
that their re-appointment, if made, would be within the provision
prescribed under Section 139 of the Companies Act, 2013. Your Directors
recommend their re-appointment.
Further, the Comments made in the Auditor's Report are self explanatory
and need no further elucidation.
ii) COST AUDITORS
The maintenance of Cost Records pursuant to Section 148 (1) of the
Companies Act, 2012, for the products or services rendered by the
Company are under preparation.
iii) SECRETARIALAUDITORS
The Company has appointed GSK & Associates, Practicing Company
Secretaries as the Secretarial Auditors of your Company. The Company
proposes to get the Secretarial Audit done in the current year and
shall make necessary disclosure in the next Annual Report of the
Company.
iv) INTERNALAUDITORS:
The Company has appointed M/s M/s Mukund Maheshwari & Co., Chartered
Accountants as the Internal Auditors of the Company for the year 2014-
15. Their report is placed before the Audit Committee of the Company
from time to time.
AUDIT COMMITTEE:
The details pertaining to composition of audit committee are included
in the Corporate Governance Report, which forms part of this report.
INDEPENDENT DIRECTORS MEETING:
The Independent Directors met on 25th March, 2015, without the
attendance of Non-Independent Directors and members of the Management.
The Independent Directors reviewed the performance of non-independent
directors and the Board as a whole; the performance of the Chairman of
the Company, taking into account the views of Executive Directors and
Non-Executive Directors and assessed the quality, quantity and
timeliness of flow of information between the Company Management and
the Board that is necessary for the Board 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 financial statements. All the transactions are properly authorized,
recorded and reported to the Management. The internal auditor of the
Company checks and verify the internal control and monitors them in
accordance with Accounting Standards for properly maintaining the books
of accounts and reporting financial statement.
CORPORATE SOCIAL RESPONSIBILITY:
CSR in terms of Section 135 and Schedule VII of the Companies Act, 2013
read with the Companies (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 Guarantees or made any
investment under Section 186 of Companies Act, 2013.
VIGIL MECHANISM (WHISTLE BLOWER POLICY):
In pursuant to the provisions of Section 177 (9) & (10) of the
Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board
and its Powers) Rules, 2014 the Listing Agreement, a Vigil Mechanism
for directors and employee to report genuine concerns about unethical
behavior, actual or suspected fraud 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 view to regulate trading in securities by the Directors
and designated employees of the Company. The Code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company shares by the Directors and the designated
employees while in possession of unpublished price sensitive
information in relation to the Company. The Board is responsible for
implementation of the Code. All Board Directors and the designated
employees have confirmed compliance with the Code.
BUSINESS RISK MANAGEMENT:
Pursuant to section 134 (3) (n) of the Companies Act, 2013 & Clause 49
of the listing agreement, the company has constituted a business risk
management committee. The details of the committee and its terms of
reference are set out in the corporate governance report forming part
of the Boards report.
BOARD EVALUATION:
The Board annually evaluates its performance as well as the
performances of its Committees and Directors individually. For
evaluating the performance of the Whole Time Directors is evaluated by
the Board by linking it directly with their
devotion towards implementation and management of the growth parameters
of the Company and actual performance and future plans as set out from
time to time. Further, the performance of the various Committees of the
Board is reviewed on the basis of the achievement of the work
designated to the specific committee.
RELATED PARTY TRANSCATIONS:
All related party transactions that were entered into during the
financial year were on arm's length basis and were in the ordinary
course of the business. There are no materially significant related
party transactions made by the company with Promoters, Key Managerial
Personnel or other designated persons which may have potential conflict
with interest of the company at large.
COMPANYS' POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION:
The current policy is to have an appropriate mix of executive and
independent directors to maintain the independence of the Board, and
separate its functions of governance and management. The Company has
duly constituted the Nomination and Remuneration Committee of the Board
and the committee which periodically evaluates the requirement for
changes in the composition and size of the Board, review remuneration
of the Managing Director and Whole-time Director(s) based on their
performance and Recommend the policy for remuneration of Directors,
KMPs & other senior level employees of the Company and review the same
in accordance with performance of the Company and industry trend.
HUMAN RESOUCES
Our Vision and values form the basis of our attitudes and actions.
Mutual trust and respect are essential for successful cooperation,
which your company demonstrates in all its dealings. By building high
levels of commitments and creating a passion for excellence the
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 the Members of the Board and all employees in the course
of day to day business operations of the company. The Code lays down
the standard procedure of business conduct which is expected to be
followed by the Directors and the designated employees in their
business dealings and in particular on matters relating to integrity in
the work place, in business practices and in dealing with stakeholders.
All the Board Members and the Senior Management
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 the best of their knowledge and ability,
state the following:
a. that in the preparation of the annual financial statements, the
applicable accounting standards have been followed along with proper
explanation relating to material departures, if any;
b. that such accounting policies have been selected and applied
consistently and judgement and estimates have been made that are
reasonable and prudent so as to give a true and fair view of the state
of affairs of the Company as at 31 st March, 2015 and of 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 adequate accounting records in accordance with the provisions of the
Companies Act, 2013 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
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 control were adequate and were operating effectively;
f. that proper systems to ensure compliance with the provisions of all
applicable laws were in place and were adequate and operating
effectively.
ACKNOWLEDGEMENTS:
Yours Directors would like to express their sincere appreciation of the
co-operation and assistance received from shareholders, bankers,
regulatory bodies and other business constituents during the year under
review.
Your Directors also wish to place on record their deep sense of
appreciation for the commitment displayed by all executives, officers
and staff, resulting in the successful performance during the year.
By order of the Board
For STANDARD SURFACTANTS LTD.
PAWAN KUMAR GARG
Chairman & Managing Director
DIN No. 00250836
Place : Kanpur ATUL KUMAR GARG
Date : 27.08.2015 Whole time Director
DIN No. 00250868
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