standard batteries ltd Directors report

Dear Members,

Your Directors have pleasure in presenting this Seventy Sixth Boards Report on the affairs of the Company together with the Audited Financial Statements for the year ended on 31^st March, 2023.

I. FINANCIAL SUMMARY OR HIGHLIGHTS (All amounts in INR Lakhs)

Particulars	Year Ended 31.03.2023	Year Ended 31.03.2022
Revenue from Operations	-	-
Other Income	4.85	8.79
Total Income	4.85	8.79
Profit before Interest & finance charges, depreciation & taxation	(537.21)	(45.04)
Less: Interest & finance Charges	0.08	0.07
Operating profit before depreciation & taxation	(537.29)	(45.11)
Less: Depreciation, amortization & impairment of asset	0.02	0.02
Profit before Exceptional Items	(537.31)	(45.13)
Add: Exceptional Items	-	(30.00)
Profit before taxation	(537.31)	(75.13)
Current Tax	-	-
Adjustment relating to tax for earlier years	-	0.02
Deferred Tax Liability	-	-
Profit after taxation	(537.31)	(75.15)
Add: Balance brought forward	(683.59)	(608.43)
Profit/(Loss) available for appropriation	(537.31)	(75.15)
Less: Appropriation:
Transfer to General Reserve	-	-
Interim Dividend	-	-
Tax on Interim Dividend	-	-
Proposed Dividend	-	-
Provision for Tax on Proposed Dividend	-	-
Less: Additional depreciation charged due to change in useful life	-	-
Balance carried forward to Balance Sheet	(1220.90)	(683.58)

II. OPERATIONS:

The Company could not achieve any turnover during this year under review as in the case of the previous year. Net Loss of the Company during the year amounted to Rs. 537.31 Lakhs compared to net loss of Rs. 75.15 Lakhs in the previous year.

The Company has made full provision in its accounts for the year ended 31st March, 2023 for non-recoverability of Inter Coporate Loan of Rs. 485 Lakhs.

III. CHANGE IN CAPITAL STRUCTURE:

There were no changes in capital structure during the year under review.

IV. TRANSFER TO RESERVES:

The Company has not transferred any amount to general reserves.

V. SIGNIFICANT AND MATERIAL ORDERS

PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

VI. SUBSIDIARY/JOINT VENTURES/ ASSOCIATE COMPANY:

As on March 31, 2023, the Company does not have any Subsidiary/Joint Ventures/ Associate Company.

VII. ADEQUACY OF INTERNAL FINANCIAL

CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.

The Company has in place an established control system designed to ensure proper recording of financial and operational informationand compliance with various internal controls and other regulatory and statutory compliances.

The Company has, in all material respects, an adequate internal financial controls system with reference to Financial Statements and such internal financial controls with reference to Financial Statements were operating effectively as at 31st March, 2023 based on the internal financial controls with respect to Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

VIII. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the Company.

IX. DETAILS OF DIRECTORS OR KEY

MANAGERIAL PERSONNEL WHO WERE APPOINTED OR HAVE RESIGNED:

During the year under review, following are the changes in the structure of the Management : u As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr.

Hiren Umedray Sanghavi was re-appointed as General Manager (Manager) w.e.f. from 22.04.2023 for a period of one year.

"Mr. Bhupendra N Shah, Company Secretary of the Company resigned from the services of the Company with effect from 22nd September, 2022 and Mr. Mahendra Parekh was appointed as the Company Secretary of the Company on the same date in his place."

At the ensuing Annual General Meeting:

u As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr.

Pradip Bhar (DIN: 01039198), eligible for retire by rotation, has offered himself for. u As per the provisions of the Companies Act, 2013 and the Articles of Association of the Company Mr.

Hiren Umedray Sanghavi has been proposed for the as General Manager. u As per provisions of Section 149, 150, 152 read with Schedule IV and other applicable provisions of the Companies Act, 2013 Mr. Ratan Kishore Bhagania who is liable to retire on 14^th May, 2024 is proposed to be re-appointed as Independent Director for a further term of Five years.

X. AUDITORS:

STATUTORY AUDITORS AND THEIR REPORT:

M/s. V Singhi & Associates, Chartered Accountants, having registration number FRN No. 311017E were re-appointed as Statutory Auditors of your Company at the 75^th Annual General Meeting for a further term of five consecutive years till the conclusion of 80^th Annual General Meeting. The Auditors have given their Eligibility Certificate to continue to act as Auditors of the Company. The statutory auditors have also confirmed that they hold a valid certificate issued by the "Peer Review Board" of The Institute of Chartered Accountants of India. The Report given by the Auditors on the financial statementsoftheCompanyispartoftheAnnualReport.

SECRETARIAL AUDITORS AND THEIR REPORT:

The Board has appointed M/s. R. N. Shah & Associates, Company Secretaries in Whole-time Practice, to carry out Secretarial Audit under the provisions of section 204 of the Companies Act, 2013 and Annual Secretarial Compliance Report under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year 2022-23. The reports of the Secretarial Auditor are annexed to this report as Annexure C.

INTERNAL AUDITOR

M/s. Jignesh Raithatha & Associates, Chartered Accountants were appointed as Internal Auditors of the Company by passing Board Resolution at the Board Meeting held on 08^th September, 2022. The scope of work and authority of the Internal Auditors is as per the terms of reference approved by Audit Committee. The Internal Auditors monitor and evaluate the efficiency and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company. Significant audit observation and recommendations along with corrective actions thereon are presented to the Audit Committee of the Board.

XI. DEPOSITS:

The Company has not invited/ accepted any deposits from the public during the year ended March 31, 2023.

XII. CORPORATE SOCIAL RESPONSIBILITY:

The Company is not required to constitute a Corporate Social Responsibility Committees as it does not fall within purview of Section 135(1) of the Companies Act, 2013. Hence it is not required to formulate policy on corporate social responsibility and provide annual report on CSR.

XIII. EXTRACT OF ANNUAL RETURN:

Pursuant to amendments in Sections 92, 134(3) of the Act and Rule 12 of the Companies (Management and Administration) Rules, 2014, requirement of the extract of Annual Return in Form MGT-9 is dispensed with.

Copy of the annual return will be made available on the website of the Company.

URL: www.standardbatteries.co.in

Sl. No.	Date of Board Meeting	Directors attended the Board Meeting
1.	30th May, 2022	Mr. Pradip Bhar
		Mr. Ratan Kishore Bhagania
		Mr. Gaurang Shashikant Ajmera
		Ms. Kavita Biyani
2.	12th Aug., 2022	Mr. Pradip Bhar
		Mr. Ratan Kishore Bhagania
		Mr. Gaurang Shashikant Ajmera
		Ms. Kavita Biyani
3.	8th Sept., 2022	Mr. Pradip Bhar
		Mr. Ratan Kishore Bhagania
		Mr. Gaurang Shashikant Ajmera
		Ms. Kavita Biyani
4.	11th Nov., 2022	Mr. Pradip Bhar
		Mr. Ratan Kishore Bhagania
		Mr. Gaurang Shashikant Ajmera
		Ms. Kavita Biyani
5.	13th Feb., 2023	Mr. Pradip Bhar
		Mr. Ratan Kishore Bhagania
		Mr. Gaurang Shashikant Ajmera
		Ms. Kavita Biyani

Further, the status of attendance of Board Meeting by each of Director is as follows :

Sl. No.	Name of the Director	No. of Board Meeting Entitled to Attend	No. of Board Meeting Attended
1.	Pradip Bhar	5	5
2.	Ratan Kishore	5	5
	Bhagania
3.	Gaurang	5	5
	Shashikant
	Ajmera
4.	Kavita Biyani	5	5

XIV. (I) NUMBER OF MEETINGS OF THE BOARD :

During the Financial Year (FY) 2022-23, the Board of Directors met 5 (Five) times viz. on 30^th May, 2022, 12^th August, 2022, 8^th September, 2022, 11^th November, 2022 & 13^th February, 2023.

Further, the status of attendance of Board Meeting by each of Director is as follows:

(II) NUMBER OF MEETINGS OF THE

COMMITEES :

(i) AUDIT COMMITTEE:

As on 31.03.2023, Audit Committee comprises of following Directors:

? Mr. Ratan Kishore Bhagania, Chairman.

? Mr. Pradip Bhar, Member.

? Mr. Gaurang S. Ajmera, Member

? Ms. Kavita Biyani, Member

During the Financial Year 2022-23, the audit committee met 5 times viz. 30^th May, 2022, 12^th August, 2022, 8^th September, 2022, 11^th November, 2022 & 13^thFebruary, 2023.

(ii) NOMINATION AND REMUNERATION

COMMITTEE:

As on 31.03.2023, Nomination and Remuneration Committee comprises of following Directors:

? Mr. Ratan Kishore Bhagania, Chairman.

? Mr. Pradip Bhar, Member.

? Mr. Gaurang S. Ajmera, Member

During the Financial Year 2022-23, the Nomination and Remuneration committee met 3 times viz.30^TH May 2022, 8^th September 2022 & 13^th February, 2023.

(iii) STAKEHOLDERS RELATIONSHIP

COMMITTEE:

As on 31.03.2023, Stakeholders Relationship comprises of following Directors:

? Mr. Ratan Kishore Bhagania, Chairman.

? Mr. Pradip Bhar, Member.

? Mr. Gaurang S. Ajmera, Member

During the Financial Year 2022-23, the Stakeholders Relationship committee met 3 times viz. 30^th May 2022, 22^nd November 2022 & 13^th February, 2023.

XV DIRECTORS RESPONSIBILITY

STATEMENT:

Pursuant to the requirement under Section 134(3) (c) of the Companies Act, 2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:

(i) in the preparation of the annual accounts for the financial year ended 31st March, 2023, the applicable accounting standards had been followed along with proper explanation relating to material departures; (ii) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as at March 31, 2023 and of the profit and loss of the company for that period; (iii) the Directors had taken proper and sufficient care 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; (iv) the Directors had prepared the annual accounts on a going concern basis; (v) the Directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; (vi) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

XVI A STATEMENT ON DECLARATION GIVEN BY

INDEPENDENT DIRECTORS UNDER SUBSECTION (6) OF SECTION 149;

All Independent Directors have given declarations that they meet the criteria of Independence as laid down under Section 149(6) of the Companies Act, 2013 and provisions of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

XVII OPINION OF THE BOARD WITH REGARD

TO INTEGRITY, EXPERTISE AND EXPERIENCE (INCLUDING THE PROFICIENCY) OF THE INDEPENDENT DIRECTORS APPOINTED DURING THE YEAR :

In the opinion of the Board, the Independent Directors possess the requisite expertise and experience and are persons of high integrityand repute. They fulfill the conditions specified in the CompaniesAct, 2013 (‘the Act) as well as the Rules made thereunder and are independent of the management.

? INDEPENDENT DIRECTORS ECLARATION :

Every Independent Director, at the first meeting of the Board after their appointment and thereafter at the first meeting of the Board in every financial year or whenever there is any change in the circumstances which may affect his status as an independent director, is required to provide a declaration that he/she meets the criteria of independence as provided in Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations.

In accordance with the above, each Independent Director has given a written declaration to the Company confirming that he/she meets the criteria of independence under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations, and that they have complied with the Code of Conduct as specified in Schedule IV to the Act.

In the opinion of the Board, all the Independent Directors fulfill the criteria of independence as provided under the Act, Rules made thereunder, read with the Listing

Regulations and are independent of the management and possess requisite qualifications, experience, and expertise and hold highest standards of integrity to discharge the assigned duties and responsibilities as mandated by Act and Listing Regulations diligently. Disclosure regarding the skills/expertise/competence possessed by the Directors is given in detail in the Report on Corporate Governance forming part of this Annual Report.

The Company has taken requisite steps for inclusion of the names of all Independent Directors in the databank maintained with the Indian Institute of Corporate Affairs, ("IICA"). Accordingly, the Independent Directors of the Company have registered themselves with the IICA for the said purpose. In terms of Section 150 of the Act read with Rule 6(4) of the Companies (Appointment & Qualification of Directors) Rules, 2014, Out of three Independent Directors of the Company, all the three (3) Independent Director were exempted by Indian Institute of Corporate Affair (IICA) from appearing Online Proficiency Self-Assessment Test, as they have fulfilled the conditions for seeking exemption from appearing for the Online Proficiency Self-Assessment Test.

XVIII COMPANYS POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

INCLUDING CRITERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES, INDEPENDENCE OF A DIRECTOR AND OTHER MATTERS PROVIDED UNDER SUBSECTION (3) OF SECTION 178;

The Policy of the Company on Directors appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a Director and other matters provided under sub-section (3) of section 178, is appended as Annexure A to this Report.

XIX PARTICULARS OF LOANS, GUARANTEES

OR INVESTMENTS UNDER SECTION 186:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 and Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) regulations, 2015 are given in the notes to the Financial Statements.

XX RELATED PARTY TRANSACTIONS:

Particulars of contracts or arrangements with related parties are referred to in sub-section (1) of Section 188 in the form AOC-2 [clause (h) of sub-section (3) of Section 134 of the Act and

Rule 8(2) of the Companies (Accounts) Rules, 2014]:

All related party transactions that were entered into during the financial year were on an arms length basis and were in the ordinary course of business. All Related Party Transactions are placed before the Audit Committee. Prior omnibus approval of the Audit Committee is obtained for related party transactions wherever required and the transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee for reviewing on a quarterly basis

The policy on Related Party Transactions as approved by the Board is uploaded on the Companys website www.standardbatteries.co.in. None of the Directors has any pecuniary relationships or transactions vis-?-vis the Company.

The particulars of contracts or arrangements with related parties referred to in sub-section (1) of section 188 in the form AOC-2 is annexed herewith as Annexure B to this report.

XXI DIVIDEND

Your Directors regret their inability to recommend any Dividend for the year under review.

XXII TAXATION MATTERS

Notes forming part of the Financial Statements for the year ended 31st March, 2023 explains the position of the Company for pending Taxation matters.

XXIII MATERIAL CHANGES BETWEEN THE DATE

OF THE BOARD REPORT AND END OF FINANCIAL YEAR.

There have been no material changes and commitments, affecting the financial position of the Company which have occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report.

XXIV THE CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN

EXCHANGE EARNINGS AND OUTGO, IN SUCH MANNER AS MAY BE PRESCRIBED;

Since the Company has sold its Industrial undertakings to Exide Industries Ltd., effective February, 1998, information on conservation of energy, technology absorption, are no more relevant. There was no foreign exchange earnings and outgo stipulated under Section 134(3) (m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014.

XXV STATEMENT INDICATING DEVELOPMENT

AND IMPLEMENTATION OF A RISK MANAGEMENT POLICY FOR THE COMPANY INCLUDING IDENTIFICATION THEREIN OF ELEMENTS OF RISK, IF ANY, WHICH IN THE OPINION OF THE BOARD MAY THREATEN THE EXISTENCE OF THE COMPANY.

The Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. These are discussed at the meetings of the Audit Committee and the Board of Directors of the Company.

The Companys internal control systems are commensurate with the nature of its business and the size and complexity of its operations. These are routinely tested and certified by Statutory as well as Internal Auditors.

XXVI STATEMENT INDICATING THE MANNER

IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS

In compliance with the Sections 134 and 178 of the Companies Act read with Regulations 17 and 19 of the Listing Regulations, the performance evaluation of the Board and its Committees were carried out during the year under review.

The formal annual evaluation has been done by the Board of its own performance and that of its Committee and individual Directors on the basis of evaluation criteria specified in the Nomination and Remuneration policy of the Company. A member of the Board/Committee did not participate in the discussion of his/her evaluation.

XXVII DETAILS IN RESPECT OF FRAUDS

REPORTED BY AUDITORS UNDER SUBSECTION (12) OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

There are no frauds reported by Auditors under Section 143 (12) of the Companies Act, 2013.

XXVIII MAINTENANCE OF COST RECORDS AS

SPECIFIED BY THE CENTRAL GOVERNMENT UNDER SUB-SECTION (1) OF SECTION 148 OF THE COMPANIES ACT, 2013.

The Company is not required to maintain such records and accordingly such accounts and records are not made and maintained.

XXIX CONSTITUTION OF INTERNAL

COMPLAINTS COMMITTEE, OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 AND AS PER RULE 8(5)(X) :

In order to prevent sexual harassment of women at work place the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Internal ComplaintsCommittee for implementation of said policy under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and during the year Company has not received any complaint of such harassment.

XXX COMPLIANCE WITH SECRETARIAL

STANDARDS ON BOARD MEETINGS AND GENERAL MEETINGS:

The Company has complied with Secretarial Standards 1 and 2 issued by the Institute of Company Secretaries of India on Board Meetings and General Meetings.

XXXI DISCLOSURE PURSUANT TO SECTION

197(12) OF THE COMPANIES ACT, 2013 READ WITH RULE 5 OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014.

*Appointed as Manager w.e.f from 22.04.2022

None of the employees has received remuneration exceeding the limit as stated in rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Requirements of
	Details
Rule 5(1)
1) the ratio of the remuneration of each Director to the median remuneration of the employees of the company for the financial year;	None of the Director has been paid remuneration other than sitting fees paid for attending Meetings of Board and Committees.
2) the percentage increase/ decrease in remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year;	Hiren U. Sanghavi (Manager)*: No Change Shamrao R. Landge (Chief Financial Officer): No Change Mahendra Parekh (Company Secretary) w.e.f 22/09/2022 : 94,500/- Bhupendra N. Shah (former Company Secretary) 01/04/2022 to 22/09/ 2022 : 85,500/-
3) the percentage increase in the median remuneration of employees in the financial year	No Change
4) the number of permanent employees on the rolls of company;	5 Employees as on 31.03.2023
5) average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circum-stances for increase in the managerial remuneration;	Average Percentile Increase: No Change
6) Affirmation that the remuneration is as per the remuneration policy of the company.	Remuneration paid during the year ended March 21, 2023 is as per Remuneration Policy of the Company.

XXXII VIGIL MECHANISM / WHISTLE

BLOWER POLICY :

The Company has established a Vigil Mechanism/ Whistle Blower Policy for Directors and employees to report their genuine concerns.

XXXIIIDEMATERIALIZATION :

88.06 % of the shares of the Company are in dematerialized form. Your Directors request all the members who have not yet got their holding dematerialized to do so to enable easy trading of the shares as the shares of the Company are compulsorily traded in dematerialized form.

XXXIVFOLLOWING DETAILS ARE ALSO

AVAILABLE ON THE WEBSITE OF THE COMPANY I.E ON WWW.STANDARDBATTERIES.CO.IN: u Policy for determination of Materiality u Policy on Related Party Transaction. u All Disclosures under Regulation 30 of SEBI (Listing Obligations and Disclosure Requirements), 2015 u Shareholding Pattern u Financial Results u Annual Reports u Information to be disseminated as per Regulation 46 of SEBI (Listing Obligations and Disclosure Requirements), 2015.

XXXV MANAGEMENT DISCUSSION AND

ANALYSIS REPORT:

In terms of the provisions of Regulation

34 (2) (e) and Schedule V (as amended) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements discussion and analysis are as follows:

? CAUTIONARY STATEMENT

Statement made in this report describing the Companys objectives, projection, estimates and expectations may be "forward looking statements" within the meaning of applicable laws and regulations. Actual results may differ materially from those expressed or implied. Important factors that could make a difference to the Companys operations include economic conditions affecting the Markets in which company operates; changes in the Government regulations; tax laws and other statutes and incidental factors.

? INDUSTRY STRUCTURE AND DEVELOPMENT

Changing economic and business conditions and rapid growth of Business Environment are creating an increasingly competitive market environment that is driving corporations to transform their operations. Companies are focusing on their core competencies and service providers to adequately address these needs. The role of technology has evolved from supporting corporations to transforming their business.

? OPPORTUNITIES AND THREATS

The performance of market in India has a direct correlation with the prospect of economic growth and political stability. Though the growth projections for F.Y. 2022-23 appear reassuring, there are certain downside risks such as pace and shape of global recovery, effect of withdrawal offiscal stimulus and hardening of commodity prices. Accommodative monetary policies in advanced economies, coupled with better growth prospects in Emerging Markets (EMs) including India, are expected to trigger large capital inflows in EMs which in turn could lead to inflationary pressures and asset price bubble. Our business performance may also be impacted by increased competition from local and global players operating in India, regulatory changes and attrition of employees. With growing presence of players offering advisory service coupled with provision of funds for the clients needs, we would face competition of unequal proportion. We continuously tackle this situation by providing increasingly superior customized services. In financial services business, effective risk management has become very crucial. Your Company is exposed to credit risk, liquidity risk and interest rate risks. Your Company has in place suitable mechanisms to effectively reduce such risks. All these risks are continuously analysed and reviewed at various levels of management through an effective information system. The Company is having excellent Board of Directors who are experts in the financial sector, and are helping the Company in making good investment.

? SEGMENT-WISE OR PRODUCT WISE PERFORMANCE:

The Company has only one segment of operation which is trading in steel products.

? OUTLOOK AND FUTURE PROSPECTS:

Competition continues to be intense, as the Indian and foreign banks have entered the retail lending business in a big way, thereby exerting pressure on margins. The erstwhile providers of funds have now become competitors. Company can sustain in this competitive environment only through optimization of funding costs, identification of potential business areas, widening geographical reach, and use of technology, cost efficiencies, strict credit monitoring and raising the level of customer service.

? RISKS & CONCERNS

In todays complex business environment, almost every business decision requires executives and managers to balance risk and reward. Effective risk management is therefore critical to an organizations success. Globalization, with increasing integration of markets, newer and more complex products & transactions and an increasingly stringent regulatory framework has exposed organizations to newer risks. As a result, todays operating environment demands a rigorous and integrated approach to risk management. Timely and effective risk management is of prime importance to our continued success. Increased competition and market volatility has enhanced the importance of risk management. The sustainability of the business is derived from the following: (i) Identification of the diverse risks faced by the company.

(ii) The evolution of appropriate systems and processes to measure and monitor them. (iii) Risk management through appropriate mitigation strategies within the policy framework.

(iv) Monitoring the progress of the implementation of such strategies and subjecting them to periodical audit and review.

(v) Reporting these risk mitigation results to the appropriate managerial levels.

? INTERNAL CONTROL SYSTEMS AND THEIR ADEQUENCY

Your Company has an effective system of accounting and administrative controls supported by an internal audit system with proper and adequate system of internal check and controls to ensure safetyand proper recording of all assets of the Company and their proper and authorised utilization. As part of the effort to evaluate the effectiveness of the internal control systems, your Companys internal audit department reviews all the control measures on a periodic basis and recommends improvements, wherever appropriate. The internal audit department is manned by highly qualified and experienced personnel and reports directly to the Audit Committee of the Board. The Audit Committee regularly reviews the audit findings. An Information Security Assurance Service is also provided by independent external professionals. Based on their recommendations, the Company has implemented a number of control measures both in operational and accounting related areas, apart from security related measures.

the Company has, in all material respects, anadequate internal financial controls system with reference to Financial Statements and such internal financial controls with reference to Financial Statements were operating effectively as at 31st March, 2023 based on the internal financial controls with respect to Financial Statements criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

? MATERIAL DEVELOPMENTS IN HUMAN RESOURCES / INDUSTRIAL RELATIONS FRONT, INCLUDING NUMBER OF PEOPLE EMPLOYED.

? DETAILS OF SIGNIFICANT CHANGES (I.E. CHANGE OF 25% OR MORE AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR) IN KEY FINANCIAL RATIOS

Ratio	FY 2021-22	FY 2022-23	Change (25% or more as compared to FY 2021-22)	Detailed explanations
Debtors Turnover	0	0	Decrease	No Sales
Inventory Turnover	0	0	0	0
Interest Coverage Ratio	0	0	0	0
Current Ratio	5.51	0.92	Decrease 83.28%	The Company has made full provision in its accounts for the year ended 31st March, 2023 for non- recoverability of Inter Corporate Loan of Rs. 485 Lakhs.
Debt Equity Ratio	0	0	0	0
Operating Profit Margin (%)	0	0	0	No Sales
Net Profit Margin (%)	(-) 854.95 %	(-) 11078.56 %	Decrease 1195.82%	The Company has made full provision in its accounts for the year ended 31st March, 2023 for non- recoverability of Inter Corporate Loan of Rs. 485 Lakhs.

? DETAILS OF ANY CHANGE IN RETURN ON NET WORTH AS COMPARED TO THE IMMEDIATELY PREVIOUS FINANCIAL YEAR ALONG WITH A DETAILED EXPLANATION THEREOF:

Due to nil sales and fall in interest income, there has been negative return on Net worth. However, the Board is hope full to recover the Loan and interest given and improve the Return on Net worth.

XXXVI CODE FOR PREVENTION OF INSIDER TRADING:

Your Company has adopted a Code of Conduct to regulate, monitor and report trading by designated persons and their immediate relatives as per the requirements under the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations,

2015. This Code of Conduct also includes code for practices and procedures for fair disclosure of unpublished price sensitive information which has been made available on the Companys website at www.standardbatteries.co.in.

XXXVII DETAILS OF APPLICATION MADE OR

ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR.

There is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year.

XXXVIII DETAILS OF DIFFERENCE BETWEEN

AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF.

There was no one time settlement done between Company and Banks/Financial Institutions. Hence, details of difference in valuation are not required.

XXXIX CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS

Pursuant to Regulation 34(3) and Schedule V Para C clause (10)(i) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015), Certificate of Non-Disqualification of Directors from R. N. Shah & Associates Company Secretaries is attached as Annexure D.

ACKNOWLEDGEMENTS :

Your Directors take this opportunity to place on record their appreciation and sincere gratitude to the Government of India, Government of Maharashtra, Authorities and the Bankers to the Company for their valuable support and look forward to their continued co-operation in the years to come.

Your Directors acknowledge the support and cooperation received from the employees and all those who have helped in the day to day management.

For and on behalf of the Board of Directors,
(Pradip Bhar)	(Gaurang Ajmera)
Director	Director
(DIN: 01039198)	(DIN: 00798218)

Place :

Date: 30/05/2023