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Standard Surfactants Ltd.

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Aug 05, 15:00
9.71 0.46 (4.97%)
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Dec 27, 11:22
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Standard Surfactants is not listed on NSE

Annual Report

For Year :
2015 2014 2013 2012 2011 2010 2009 2008 2006

Director’s Report

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

Director’s Report