Standard Batteries Ltd
Directors Reports
Dear Members,
Your Directors have pleasure in presenting this Seventy Sixth Board's Report on the
affairs of the Company together with the Audited Financial Statements for the year ended
on 31st 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
COMPANY'S 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
company's 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 14th
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 75th Annual
General Meeting for a further term of five consecutive years till the conclusion of 80th
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
08th 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 30th May, 2022, 12th August, 2022, 8th September,
2022, 11th November, 2022 & 13th 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. 30th
May, 2022, 12th August, 2022, 8th September, 2022, 11th November,
2022 & 13thFebruary, 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.30TH May 2022, 8th September 2022 & 13th
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.
30th May 2022, 22nd November 2022 & 13th 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 COMPANY'S 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 arm's 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
Company's 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 Company's 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 Management's discussion and analysis are
as follows:
? CAUTIONARY STATEMENT
Statement made in this report describing the Company's 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
Company's 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 today's complex business environment, almost every business decision requires
executives and managers to balance risk and reward. Effective risk management is therefore
critical to an organization's 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, today's
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 Company's 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
Company's 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