To
The Members,
Standard Industries Limited.
Your Directors hereby present the 126th Annual Report together with the
Audited Statements of Accounts for the Financial Year ended 31st March, 2023.
FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)
|
Current year |
Previous year |
|
01.04.2022 to 31.03.2023 |
01.04.2021 to 31.03.2022 |
|
(Rs. in lakhs) |
(Rs. in lakhs) |
Gross Profit before Depreciation and tax |
2477.56 |
22230.03 |
| Less: Depreciation |
248.96 |
224.97 |
| Profit before Taxes |
2228.60 |
22005.06 |
| Current Tax |
200.00 |
3650.00 |
| Profit after Taxes |
2028.60 |
18355.06 |
| Remeasurements of the defined benefit Plan |
8.91 |
14.26 |
| Net Profit |
2037.51 |
18369.32 |
| Balance brought forward from previous year |
12931.34 |
(5437.98) |
| Sub total |
14968.85 |
12931.34 |
| Less : Interim Dividend @ 35% on 6,43,28,941 |
(1125.75) |
— |
| Equity Shares for the Financial Year 2021-22 |
|
|
| Less : Final Dividend @ 15% on 6,43,28,941 |
(482.47) |
— |
| Equity Shares for the Financial Year 2021-22 |
|
|
Retained Earnings as on 31.3.2023 |
13360.63 |
12931.34 |
The Company has drawn up its Accounts under IND AS.
The Board of Directors have declared an Interim dividend of Rs. 0.80 per equity share
of Rs. 5/- each for the year ended 31st March, 2023. Further, the Board of
Directors have recommended a final dividend of Rs. 0.25 per equity share of Rs.5/-
each for the financial year ended 31st March, 2023 and is subject to approval
of members at the ensuing Annual General Meeting.
RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:
TRADING DIVISION
For the Financial Year April, 2022 to March, 2023 under review, the Company has
achieved a textile trading turnover of Rs. 1567.65 lakhs in comparison year.with Rs.
807.01 lakhs for the previous financial We have recovered lost ground of uniform business
which was badly affected by pandemic situation in earlier We shall be introducing new
product line such as prints/2x2 Rubia etc., in the near future.
PROPERTY DIVISION (REAL ESTATE ACTIVITIES)
The Property Division of the Company comprises of assets which are in excess of
business needs, which the Company would liquidate based on market conditions.
SALE OF TRANSFERRABLE DEVELOPMENT RIGHT (TDR)
On receipt of Development Right Certificate (DRC) showing entitlement of Transfer of
Development Rights (TDR) with respect to the land situated at Sewree, the Company has
assigned all rights and interest concerning the said entitlement of TDR vide Agreement
dated 21st October, 2022, to K. Raheja Private Limited and Feat Properties
Private
Limited at an aggregate price of Rs. 2875.82 lakhs and recorded a gain of Rs. 2862.00
lakhs during the period under review.
SALE OF PROPERTY
The Company has sold 15 flats
Thane, at an aggregate consideration of Rs. 7.11 crores. The Company has also sold Flat
No. 1008 at Sky Flama, Sewree, at a consideration of Rs. 2.10 crores.
ACCOUNTS
The Consolidated Financial Statements of your Company for the financial year 2022-23,
are prepared as per Indian Accounting Standards ("IND AS") and in compliance
with applicable provisions of the Companies Act, 2013 ("the Act"), read with the
Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (SEBI (LODR) Regulations, 2015). The consolidated
financial statements have been prepared on the basis of audited financial statements of
your Company and its subsidiaries, as approved by the respective Board of Directors.
NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2023, is Rs.
32,16,44,705/- comprising 6,43,28,941 Shares of Rs. 5/- each.
During the financial year under review, the Company has not issued any class of
securities including shares with differential voting rights, Sweat Equity Shares and has
not granted any stock options.
The Company has not bought back any of its securities during the financial year under
review.
The Company does not have any scheme of provision of money for the purchase of its own
shares by employees or by trustees for the benefit of employees.
TRANSFER TO RESERVES
During the year under review, there was no amount transferred to any of the reserves by
the Company.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not engaged in manufacturing activities during the financial year under
review. Therefore, there is no information to submit in respect of conservation of energy
and absorption of technology. The Company is, however, constantly pursuing technological
upgradation in a cost-effective manner for delivering quality customer service.
The Company has no foreign exchange earnings and there was outgoing of Rs. 492.40 lakhs
towards payment of Dividend during the financial year under review.
PUBLIC DEPOSITS
There are no outstandingat Damani Estate, public deposits remaining unpaid as on 31st
March, 2023. The Company has not accepted any public deposits under Chapter V of the Act
and rules made thereunder. However, the Company has taken loan from Non
Banking Financial Institution which is exempt from the definition of ‘deposit
under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are
given in Note No. 20 to the standalone financial statements.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect
to Directors Responsibility
Statement, the Directors of your Company hereby state and confirm that: (a) 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;
(b) the Directors have 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 at the end of the financial year and of
the profit of the Company for that period;
(c) the Directors have taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of the Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors have prepared the annual accounts on a going concern basis;
(e) the Directors, have laid down internal financial controls to be followed by the
Company and that such internal financial controls are adequate and are operating
effectively; (f) the Directors have devised proper systems to ensure compliance with the
provisions of all applicable laws and that such systems were adequate and operating
effectively.
DETAILS OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE COMPANIES
The Company does not have any Associate or Joint Venture Company. However, your Company
has following Wholly-owned Subsidiaries:
1. Standard Salt Works Limited
2. Mafatlal Enterprises Limited
During the previous financial year 2021-2022, Standard
Salt Works Limited was a material subsidiary of the Company under Regulation 24A of
SEBI (LODR), Regulation 2015. However, for the current financial year 2022-2023, Standard
Salt Works Limited is not a material subsidiary of the Company.
COST RECORDS
Maintenance of cost records as specified by the Central Government under Section 148(1)
of the Companies Act,
2013, is not applicable to the Company.
DONATIONS
During the Financial Year, the Company has donated a sum of Rs. 16.78 lakhs to various
Charitable and Educational Institutions.
The Company has also contributed a sum of
Rs. 120.22 Lakhs towards Corporate Social Responsibility as per Schedule VII of the
Companies Act, 2013, during the Financial Year.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Retirement by rotation and subsequent re-appointment
Pursuant to Article 158 of the Articles of Association of the Company read with Section
152 of the Act, Shri Pradeep R. Mafatlal (DIN : 00015361) is due to retire by rotation at
the ensuing Annual General Meeting ("AGM") and being eligible offers himself for
reappointment.
B. Changes in Directors
Based on the recommendation of the Nomination and Remuneration Committee, the Board of
Directors of the Company in its meeting held on 19th May 2022 approved the
appointment/re-appointment of the following Directors, during FY 2022-23 and such
appointment/ re-appointment were also approved by the Members at the 125th
Annual General Meeting held on 18th August 2022: a. Appointment of Shri
Khurshed M. Thanawalla (DIN: 00201749) as Non-Executive Independent Director of the
Company for a period of 5 years from 19th May, 2022 to 18th
May, 2027. b. Re-appointment of Shri Tashwinder Singh (DIN: 06572282) as Independent
Director of the Company for a period of 5 years w.e.f. 10th February, 2023 to 9th
February, 2028.
Ms. Aziza A. Khatri ceases to be an Independent Director of the Company with effect
from 28 th November, 2022. The Board has placed on record their sense of
appreciation of the valuable services rendered by Ms. Aziza A. Khatri during her
association with the Company.
Re-appointment of Shri D.H. Parekh
Shri D.H. Parekh was appointed as an Executive Director for a period of 3 years
commencing from 2nd August, 2020 and his tenure would expire on 1st
August, 2023. Based on the recommendation of the Nomination and Remuneration Committee,
the Board has re-appointed Shri D.H. Parekh as Executive Director for a term of
2 (two) years from 2nd August, 2023, to 1st August, 2025 subject
to approval of the Members at the ensuing AGM. The terms and conditions of his
re-appointment are mentioned in the Explanatory Statement under Section 102(1) of the Act.
Shri D. H. Parekh is not disqualified from being appointed as a Director as specified in
Section 164 of the Act.
C. Declarations by Independent Directors and re-appointment:
Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR)
Regulations, 2015, the Independent Directors have submitted declarations that each of them
meet the criteria of independence as provided in Section 149(6) of the Act along with
Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015.
There has been no change in the circumstances affecting their status as Independent
Directors of the Company.
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year under review, 4 (Four) Board Meetings were held, the details of which
are given in the Corporate Governance Report. The gap between two consecutive meetings was
within the period prescribed under Section
173 of the Act and Regulation 17(2) of SEBI Listing
Regulations.
AUDIT COMMITTEE |
|
| The Audit Committee comprises the following: |
|
| Shri Khurshed M. Thanawalla |
— Chairman |
| (appointed w.e.f. 14.11.2022) |
|
| Ms. Aziza A. Khatri |
— Chairperson |
| (upto 14.11.2022) |
|
| Shri D. H. Parekh |
— Member |
| Shri Shobhan Diwanji |
— Member |
NOMINATION AND REMUNERATION COMMITTEE (NRC)
The NRC comprises the following:
| Shri Khurshed M. Thanawalla |
— Chairman |
| (appointed w.e.f. 14.11.2022) |
|
| Ms. Aziza A. Khatri |
— Chairperson |
| (upto 14.11.2022) |
|
| Smt. Divya P. Mafatlal |
— Member |
| Shri Shobhan Diwanji |
— Member |
The Committee has laid down the Companys Policy on Directors appointment and
remuneration, including criteria for determining qualifications, positive independence of
a Director and other related matters.
Pursuant to Section 134(3)(e) and Section 178 of the Act, the Companys Policy on
Directors appointment & remuneration is uploaded on the website of the Company at the
link www.standardindustries.co/pdf/ Nomination&RemunerationPolicy.pdf
MATERIAL CHANGES AND COMMITMENTS
On receipt of DRC showing entitlement of Transfer of Development Rights (TDR) with
respect to the land situated at Sewree, the Company has assigned all rights and interest
concerning the said entitlement of TDR vide Agreement dated 21st October, 2022,
to K. Raheja Private Limited and Feat Properties Private Limited at an aggregate price of
Rs. 2875.82 lakhs and recorded a gain of Rs. 2862.00 lakhs during the period under review.
SIGNIFICANT AND MATERIAL ORDERS
There have been no significant and material orders passed by the Regulators or Courts
or Tribunals impacting the going concern status and Companys operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE
FINANCIAL STATEMENTS
The Companys internal control procedures are adequate to ensure compliance with
various policies, practices and statutes in keeping with the organizations pace of growth
and increasing complexity of the operations.
The Company maintains a system of internal controls designed to provide reasonable
assurance regarding the following:
• Effectiveness and
• Adequacy of safeguards for assets
• Prevention and detection of frauds and errors
• Accuracy and completeness of the accounting records
Timely preparation of reliable financial information.
Key controls have been tested during the year and corrective and preventive actions are
taken for any weakness. Internal Audit System is engaged in evaluation of internal control
systems. Internal Audit findings and recommendations are reviewed by the Management and
Audit Committee of the Board of Directors.
INDIAN ACCOUNTING STANDARDS (IND AS)
Your Company has adopted Indian Accounting Standards ("IND AS") pursuant to
Ministry of Corporate Affairs Notification dated 16th February, 2015 notifying
the Companies (Indian Accounting Standard) Rules, 2015. attributes,
AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD
There were no qualifications, reservations or adverse remarks made either by the
Statutory Auditors or by the Secretarial Auditor in their respective Reports. The
Secretarial Auditor has observed in his Report, the following :
As per Regulation 17(1A) of the SEBI (Listing Obligations and Disclosure Requirements)
Regulations (LODR Regulations) no listed entity shall appoint a person or continue the
directorship of any person as a Non-Executive Director who has attained the age of
seventy-five years unless a special resolution is passed to that effect.
Shri Khurshed Meherwanji Thanawalla, person aged above 75 years, was appointed by the
Board as a Non-Executive Independent Director of the Company on 19th May, 2022.
Whereas, approval of shareholders was obtained on 18th August, 2022.
The Management of the Company has explained that Securities Appellant Tribunal, Mumbai
(SAT), in its
Order dated 27th April, 2023, in the matter of Nectar Life Sciences Ltd.
V/s. SEBI & NSE, has mentioned that the word "unless" depicted in Regulation
17(1A) does not mean "prior approval" nor the requirement of passing a Special
Resolution as a qualificatory condition for appointment of a person as a Director. SAT has
further stated that no penalty could have been imposed for violation of Regulation 17(1A)
of the LODR Regulations.
The observations made by the Statutory Auditors read with the relevant notes on
accounts is self-explanatory.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE
CONSOLIDATED FINANCIAL STATEMENT of operations Pursuant to Section 129(3) of the Act
read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient
features of the financial statements of the Companys subsidiaries (in Form AOC 1) is
annexed to the Financial Statements of the Company.
ANNUAL RETURN
The Annual Return of the Company as on 31st March,
2023 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies
(Management and Administration) Rules, 2014, is available on the Companys website and can
be accessed at http://www. standardindustries.co/pdf/Annual%20Return%20as%20 of%2031st%20March%202023.pdf
FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS
The Board of the Company, based on recommendations of the NRC, has carried out an
annual performance evaluation of its own performance and that of its committees and that
of the individual Directors, pursuant to the provisions of the Act and SEBI Listing
Regulations. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
The details of programmes for familiarization of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the Industry in
which the Company operates, business model of the Company and related matters and
familiarization programmes attended by Independent Directors are put up on the website of
the Company at the link http://www.standardindustries.co/pdf/
FamiliarizationProgrammeforIndependentDirectors.pdf
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES
Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a
mechanism for Directors and Employees of the Company to approach the Audit Committee of
the Board of Directors of the Company or any member of such Audit Committee. It aims to
provide a platform for the Whistle Blower to raise concerns on serious matters regarding
ethical values, probity and integrity or any violation of the Companys
Code, including the operations of the Company. The said
Code has been displayed on the Companys website www.standardindustries.co There have
been no cases of frauds which required the Statutory Auditors to report to the Audit
Committee/
Board during the financial year under review.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints
received regarding sexual harassment.
There have been no complaints received during the financial year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The CSR Committee comprises the following:
| Shri Pradeep R. Mafatlal |
— Chairman |
| Smt. Divya P. Mafatlal |
— Member |
| Shri D.H. Parekh |
— Member |
| Shri Khurshed Thanawalla |
— Member |
| (w.e.f. 14.11.2022) |
|
| Ms. Aziza A. Khatri |
— Member |
| (upto 14.11.2022) |
|
The Company has formed a CSR Committee and has uploaded the CSR Policy on the Companys
website at link http://www.standardindustries.co/pdf/PolicyOn Corporate Social
Responsibility.pdf The Companys CSR initiatives and activities are aligned to the
requirements of Section 135 of the Companies Act, 2013. The brief outlines of the CSR
Policy of the Company and the initiatives undertaken by the Companys CSR activities
during the year are set out in Annexure ‘D of this Report in the format prescribed
in the Corporate Social Responsibility(CSR) Policy Rules, 2014. For other details
regarding CSR Committee, please refer to the Corporate Governance Report.
The Chief Financial Officer of the Company has certified that the CSR amount so
distributed for the projects have been utilized for the purposes and in the manner as
approved by the Board.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186
of the Act, read with Companies (Meetings of Board and its Powers) Rules,
2014, are given in the Notes to the Financial Statements.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The particulars of contract or arrangements entered into by the Company with related
parties referred to in sub-section (1) of Section 188 of the Act, are disclosed in Form
No. AOC -2 (Please refer Annexure A to the Directors Report). The Company has
framed a Policy on Related Party Transactions. The web link where Policy on dealing with
Related Party transactions is disclosed is http://www.standardindustries.co/pdf/
PolicyOnRelatedPartyTransactions.pdf
PARTICULARS OF EMPLOYEES
The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part
of this Report as Annexure B. As per the provisions of Section 136 of the Act, the
Annual Report is being sent to the Members, excluding the information on employees
remuneration particulars as required under Rule 5 of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, 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 the ensuing AGM. If any Member is interested in obtaining
a copy thereof, such Member may write to the Company in this regard.
SECRETARIAL AUDIT REPORT
Pursuant to the provisions of Section 204 of the Act, the Companies (Appointment and
Remuneration of Managerial Personnel) Rules 2014 read with Regulation
24A of the SEBI Listing Regulations, the Company has appointed M/s. Nishant Jawasa
& Associates, to undertake the Secretarial Audit of the Company.
Report of the Secretarial Auditor for the Company is annexed herewith as Annexure C.
RISK MANAGEMENT
During the Financial Year under review, a detailed exercise on Business Risk Management
was carried out covering the entire spectrum of business operations and the Board has been
informed about the risk assessment and minimization procedures. Business risk evaluation
and management is an ongoing process with the Company.
There is no risk identifiedwhich in the opinion of the Board may threaten the existence
of the Company.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, a
separate Report on Corporate Governance and a certificate from the Auditors of the Company
regarding compliance of the conditions of Corporate Governance are annexed to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Management Discussion and Analysis Report for the year under review as stipulated under
Regulation 34(2)(e) read with Schedule V of SEBI Listing Regulations, is enclosed as
Annexure to this Report.
INSURANCE
All the properties/assets including buildings, furniture/ fixtures, etc. and insurable
interests of the Company are adequately insured.
AUDITORS
On the recommendation of the Audit Committee, the Board at its Meeting held on 22nd
May, 2023, have proposed the appointment of M/s. R. S. Gokani & Co., Chartered
Accountants, Mumbai, Statutory Auditors of the Company for a term of 5 years, i.e. from
the conclusion of the 126th Annual General Meeting until the conclusion of the
131st Annual General Meeting.
The Company has also received a confirmation from
M/s. R. S. Gokani & Co., Chartered Accountants, Mumbai, to the effect that they are
eligible and not disqualified under section 141 of the Companies Act, 2013 and the Rules
framed thereunder, for being appointed as Auditors of the Company. As required under
Regulation
33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015,
the Auditors have also confirmed that they hold a valid certificate issued by the Peer
Review Board of the Institute of Chartered Accountants of India.
SECRETARIAL STANDARDS
The Company has followed the applicable Secretarial
Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors
and ‘General Meetings respectively.
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