Standard Surfact Director Discussions


TO THE MEMBERS,

The Directors present the Thirty Fourth Annual Report together with the Audited Financial Statements for the financial year ended 31st March, 2023.

1. Financial Results

(Rs. In Lacs)

Particulars Current Year ended on 31.03.2023 Previous Year ended on 31.03.2022
Revenue from Operations 15,242.26 12,454.67
Other Income 70.14 59.82
Total Revenue 15,312.40 12,514.49
Profit before Interest and depreciation 373.12 457.45
Finance Cost 120.52 94.88
Depreciation 43.32 42.25
Profit/(Loss) before tax 209.28 320.32
Profit/(Loss) before exceptional items 209.28 320.32
Tax Expenses-
Current Tax 57.32 78.30
Deferred Tax (3.87) (3.89)
Profit for the period 155.83 245.91
Other comprehensive income (3.40) (2.10)
Total comprehensive income for the period 159.23 243.81

2. OPERATIONAL REVIEW:

During the year under review following were the operational performance of the company:

i. Revenue from operations increased from Rs. 12,454.67 Lacs to Rs. 15,242.26 Lacs in comparison to previous year (according to IND- AS Financial Statements).

ii. Net profit of the company has decreased from Rs. 243.81 Lacs to Rs. 159.23 Lacs.

iii. Finance cost increased from Rs. 94.88 Lacs to Rs.120.52 Lacs in the previous year.

iv. Depreciation and amortization expenses increased from Rs. 42.25 lacs to Rs. 43.32 lacs.

v. Reserves of the company increased from Rs. 1081.52 lacs to Rs. 1240.75 lacs.

Highlights of the performance of the company has been discussed in detail in the Management Discussion and Analysis report attached herewith.

3. DIVIDEND:

Based on Companys performance and in order to conserve resources, your directors do not recommend any dividend for the year.

4. PUBLIC DEPOSITS:

The Company has not accepted any deposits from the public by invitation during the year.

5. BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONS:

During the year under review, Mrs. Bijal Yogesh Durgavale, Independent Director was re- appointed for her second tenure as independent director on 09.05.2022. Further, Mr. Gopal Dass Agarwal, Independent Director, resigned from the board w.e.f. 24.03.2023 and Mr. Sahajdeep Singh Tuteja was appointed as Additional Director to hold office as Independent Director w.e.f 12.04.2023.

In addition to the above, Mr. Ankur Garg is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Ankur Garg has been guiding the companys financials and trading for about 15 years. Under his able leadership companys financials has been improved considerably.

During the year under review, Ms. Ritika Tandon resigned from the post of Company Secretary and Compliance Officer w.e.f. 12.01.2023. In her place, Ms. Muskan Gupta was appointed as Company Secretary and Compliance officer w.e.f. 01.06.2023.

6. DIRECTORS 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 judgment 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 31st March, 2023 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.

7. CHANGE IN SHARE CAPITAL OF THE COMPANY:

During the Financial under review, the company has converted 5,17,000 share warrants into equal no. of equity shares of Rs. 10/- each at a premium of Rs. 32/- per share in compliance with the Companies Act, 2013 and the SEBI Regulations as applicable. Therefore, the paid-up capital of the company increased from Rs. 7,11,26,200 to Rs. 7,62,96,200 as on the end of financial year 2022-23.

8. MEETINGS DURING THE YEAR:

The Board met Eight (8) times during the financial year ending on 31st March, 2023. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). Further the Composition of Board, number and attendance of each director in various Committees of Board is as required in accordance with Secretarial Standard-1 on Board Meetings and Listing Regulations.

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

No such fraud has been reported under section 143(12) of the Companies Act, 2013.

10. SUBSIDIARY, ASSOCIATES & JOINT VENTURES:

During the period under review, the Company had no subsidiary, associates & joint ventures, hence the Company is not required to provide a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the financial statements as required under Companies act, 2013.

11. 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 is enclosed as Annexure-B which forms part of this report.

Further, there were no employee getting salary in excess of the limit as specified under the 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) Rules, 2014.

12. BOARD EVALUATION:

Regulation 10, 19(4) and 20(4) of LODR Regulations mandates that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that an annual evaluation needs to be made by the board of its own performance and that of its committees and individual directors, Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The said criteria also contemplate evaluation of the directors based on their performance as director apart from their specific role as independent, non-executive and executive directors as mentioned below: -

1. Executive Director, being evaluated as directors as mentioned above, will also be evaluated on basis of targets/criteria given to them by board from time to time as well as their terms of appointment.

2. Independent Director, as director will be evaluated on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, etc. applicable to independent directors as described in the Schedule IV of the Companies Act, 2013.

13. 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.

14. BOARD AND ITS COMMITTEES:

During the financial year under review the Board and its committees were as follows:-

Sl. Name of Committee Members Meeting Held
1. Audit Committee Dr. Rajinder Pal Singh Chairman 09.05.2022
Mr. Pawan Kumar Garg Member 30.05.2022,
Mr. Gopal Dass Agarwal (Resigned on 24.03.2023) Member /NED 13.08.2022, 14.11.2022, 14.02.2023
2. Nomination and Dr. Rajinder Pal Singh Chairman 09.05.2022
Remuneration Committee Mr. Gopal Dass Agarwal (Resigned on 24.03.2023) Member /NED
Mrs. Bijal Y. Durgavale Member /NED
3. Sta keholders Mr. Pawan Kumar Garg Chairman 30.05.2022
Relationship Mr. Ankur Garg Member /ED
Committee Dr. Rajinder Pal Singh Member /NED
4. Mr. Pawan Kumar Garg Chairman 04.04.2022
Executive Committee Mr. Ankur Garg Member 13.08.2022 14.09.2022 14.10.2022

The Board has accepted all recommendations made by the Audit Committee from time to time. 15. AUDITORS:

i) STATUTORY AUDITORS

Pursuant to the provisions of Section 139 of the Act and the rules framed thereunder, M/s Atul Garg & Associates, Chartered Accountants (ICAI Firm Registration No. 01544C), were re- appointed as statutory auditors of the Company from the conclusion of 33rd Annual General Meeting held on 30-09-2022 till the conclusion of 38th Annual General Meeting to be held in the year 2027. However, the said statutory auditors have resigned vide their resignation letter dated 14.08.2023 citing the reasons of health issues of senior partner and other reasons.

Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on 14th August, 2023 noted and accepted the resignation of M/s Atul Garg & Associates. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on August 14, 2023 appointed M/s Mittal Gupta & Co, Chartered Accountants, Kanpur as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s Atul Garg & Associates.

As required by Section 139(8) of the Companies Act, 2013, the appointment is also to be ratified and approved at a general meeting of the Company. Accordingly, the Board of Directors recommends the said appointment for the ratification and approval of shareholders at the ensuing AGM of the Company.

Further, the Board, on the recommendation of the Audit Committee and subject to the approval of the shareholders, approved appointment of M/s Mittal Gupta & Co. as the Statutory Auditors of the Company for a period of 5 (five) years from the conclusion of the ensuing 34th AGM till the conclusion of the 39th AGM to be held in the year 2028 at such remuneration plus out of pocket expenses and applicable taxes, as may be mutually agreed between the Board of Directors of the Company and the Auditors.

Appropriate resolution seeking Members approval for the appointment of M/s Mittal Gupta & Co. as the Statutory Auditors of the Company is appearing in the Notice convening the ensuing AGM of the Company.

The Audit for FY 2022-23 was conducted by M/s Atul Garg & Associates and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self- explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors Report is enclosed with the financial statements in the Annual Report.

ii) SECRETARIAL AUDITORS

The Company had appointed Mr. Sarvesh S. Srivastava, Practicing Company Secretaries as the Secretarial Auditors of your Company for the Financial Year 2022-23. The Secretarial Audit Report is annexed as Annexure -C which forms part of this Report. Further, the Comments made in the Secretarial Auditors Report are self-explanatory and need no further elucidation

iii) INTERNAL AUDITORS:

The Company has appointed M/s Harsh Agarwal & Associates, Chartered Accountants, Kanpur as the Internal Auditors of the Company for the year 2022-23.

iv) COST AUDITORS:

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee, appointed M/s Shyam Ji Mishra & Associates, Cost Accountants (Firm Registration Number 002306) as the Cost Auditors of the company for the Financial Year 2023-24 and has recommended their remuneration to the Shareholders for ratification at the ensuing Annual General Meeting.

M/s Shyam Ji Mishra & Associates, Cost Accountants (Firm Registration Number 002306) have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arms length relationship with the Company. The Cost Audit Report for the financial year 2022-23 is being filed with Ministry of Corporate Affairs

16. MATERIAL CHANGES AND COMMITMENTS, AFFECTING FINANCIAL POSITION OF THE COMPANY OCCURRING BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY AND THE DATE OF THE REPORT:

No material change has occurred affecting the financial position of the company between the end of the financial year of the company and date of the report which this Financial Statements relate and the date of this Report. However, during the year under review the company has converted 5,17,000 share warrants into equal no. of equity shares of Rs. 10/- each at a premium of Rs. 32/- per share. Further, after the end of financial year, the company converted remaining 5,97,000 share warrants into equal no. of equity shares of Rs. 10/- each at a premium of Rs. 32/- per share. The same were allotted on preferential basis and converted into equity shares on 12.04.2023.

17. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE:

No such order has been passed against the Company.

18. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY & BUSINESS RISK MANAGEMENT:

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 verifies the internal control and monitors them in accordance with Accounting Standards for properly maintaining the books of accounts and reporting financial statement.

Our management assessed the effectiveness of the Companys internal control over financial reporting (as defined in Clause 17 of SEBI Regulations, 2015) as of March 31, 2023. The statutory auditors of the Company has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of the Companies Act 2013).

Our Risk Management framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, operational, and legal and compliance risks to achieving our key business objectives. The details and its terms of reference are set out in the Management Discussion and Analysis which form part of this report.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The Company has taken adequate steps during the year regarding conservation of energy which has resulted in less consumption of electricity. The 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- A which forms part of this Report.

20. 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 for the period under review.

21. PARTICULARS OF LOANS, GURANTEES OR INVESTMENTS:

Details of Loans and Investments have been provided in the financial statement of the company which forms part of this annual report.

22. RELATED PARTY TRANSCATIONS:

All related party transactions that were entered into during the financial year were on arms length basis and were in the ordinary course of the business. There were no 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. Form AOC-2 is annexed as Annexure -D which forms part of this Report.

23. CORPORATE GOVERNANCE:

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance in both spirit and law. However, Your Company is claiming exemption under regulation 15 (2) of SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015.

24. 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 and SEBI (Listing Obligations and Disclosures Requirement), 2015, a Vigil Mechanism for directors and employee to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Companys code of conduct or ethics policy has been established.

25. ANNUAL RETURN:

Pursuant to Section 92(3) of the Companies Act, 2013 read with read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for financial year 2022-23 prepared in accordance with Section 92(1) of the Act has been placed on the website at the web link- https://www. standardsurfactants.com

26. OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

27. 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 Companys 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.

28. 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. The policy is available at the website of the company at https://standardsurfactants.com/

29. HUMAN RESOURCES:

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.

30. 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 has been placed on the Companys website www.standardsurfactants.com. 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.

31. LISTING:

The Equity Share of the Company continued to be listed at BSE Ltd.

32. DETAILS OF UTILIZATION OF FUNDS RAISED THROUGH PREFERENTIAL ALLOTMENT OR QUALIFIED INSTITUTIONS PLACEMENT AS SPECIFIED UNDER REGULATION 32 (7A) OF LISTING REGULATIONS:

As per the SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019, issued by the SEBI titled "Format on Statement of Deviation or Variation for proceeds of public issue, rights issue, preferential issue, Qualified Institutions Placement (QIP) etc." and pursuant to Regulation 32 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company hereby confirms that there is no deviation or variation in use of proceeds raised through preferential issue. The funds are parked and utilized for general corporate purposes in due course.

33. MAINTENANCE OF COST RECORDS:

The Company has maintained cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

34. REPORTING OF FRAUDS BY AUDITORS:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or to the Board or Central Government under section 143(12) of the Companies Act, 2013.

35. DETAILS OF AN APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016:

During the year under review, your Company has not made any application nor any proceeding that has been pending in respect of the company under Insolvency and Bankruptcy Code, 2016.

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 staffs, during the year.

By Order of the Board of Directors
For STANDARD SURFACTANTS LIMITED
Date: 06.09.2023 (PAWAN KUMAR GARG) (ANKUR GARG)
Place: Kanpur Chairman & Managing Director Whole time Director
DIN-00250836 DIN-00616599