Dear Shareholders,
On behalf of the Board of Directors, it is our pleasure to present the 47th Annual Report together with the Audited Annual Statement of Accounts of M/s Standard Shoe Sole and Mould (India) Ltd. ("the Company") for the year ended March 31, 2023.
FINANCIAL PERFORMANCE
The summarized standalone results of your Company are given in the table below:
(Amount in Rs.)
*previous year figures have been regrouped/rearranged wherever necessary.
SHARE CAPITAL
During the year, the Company had not allotted any Equity Shares on rights/ preferential/ private placement basis.
The Company has also not allotted any Preference Shares/ Debentures.
As on 31st March, 2023, the issued, subscribed and paid up share capital of your Company stood at Rs.5,18,15,000 /-, comprising 51,81,500 Equity shares of Rs.10/- each.
RESERVES
Your Company does not propose to transfer any amount to Reserves.
DIVIDEND
Your Directors have not recommended any dividend for the Financial Year 2022-23.
SUMMARY OF OPERATIONS
Your Company's Revenue from operations in the Financial Year 2022-23 was Rs. 10,60,937 as compared to Rs. 47,11,745 in the previous Financial Year 2021-22. The Company had incurred Loss of Rs. 31,44,166 in the Financial Year 2022-23 as compared to Loss of Rs. 1,59,69,765 in the previous Financial Year 2021-2022.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (IEPF).
MANAGEMENT DISCUSSION & ANALYSIS REPORT
In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed "Management Discussion & Analysis Report" comprising an overview of the financial results, operations / performance and the future prospects of the Company is appended to this Report and marked as Annexure- 1
EXTRACT OF ANNUAL RETURN
Pursuant to section 92(3) of the Companies Act, 2013 (‘the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is appended to this Report and marked as Annexure- 2.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
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.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS
There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of any body corporate pursuant to Section 186 of the Companies Act, 2013.
RELATED PARTY TRANSACTIONS
There were no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.
FIXED DEPOSITS
Your Company has not invited, accepted or renewed any fixed deposits from the public as at 31st March, 2022 and accordingly there is no principal or interest outstanding in respect thereof.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. All transactions are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis. For more details, please refer to the Management Discussion & Analysis Report forming part of this Annual Report.
CORPORATE GOVERNANCE
The matter related to Corporate Governance is not applicable to your Company as the Paid Up Share Capital of the Company is below Rs. 10 Crore and the Networth of the Company is below Rs. 25 Crores as on the last day of the previous Financial Year as well as on date of the report. This provision is contained in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
(a) Conservation of energy: During the year, there was no consumption of power and energy.
(b) Technology absorption: During the year, there was no absorption of technology.
(c) Foreign exchange earnings and Outgo: During the year, there was no foreign exchange earnings and outgo.
HOLDING AND SUBSIDIARY
Your Company is not a Holding Company or Subsidiary to any other Company.
AUDITORS AND AUDITORS' REPORT
Statutory Audit:
As per Section 139 of the Companies Act, 2013, a firm of auditors can remain statutory auditors of a Company for a consecutive two terms of five years each. It is proposed to reappoint M/s. L. B. Jha & Co. (Firm Regn No.: 301088E), Chartered Accountants as Statutory Auditors of the Company for a period of 1(One) years from the conclusion of the forthcoming AGM till the conclusion of the 48th AGM of the Company at a remuneration to be mutually agreed upon between the Board of Directors and the statutory auditors. The Company has received the consent and eligibility certificate from M/s. L. B. Jha & Co., Chartered Accountants under section 139(1) of the Companies Act, 2013 and further that the appointment if made shall be in accordance with the applicable provisions of the Act and rules framed thereunder.
The report of the Statutory Auditors alongwith notes to Schedules for the Financial Year 2021-22 is enclosed to this Report. The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.
Cost Audit:
As per the Cost Audit Orders, Cost Audit is not applicable to the Company's products/ business of the Company for the Financial Year 2022-23.
Secretarial audit:
In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Kaushik Sonee, Practicing Company Secretary of M/s K Sonee & Company, Practicing Company Secretaries was appointed as Secretarial Auditor of the Company, to conduct Secretarial Audit for the Financial Year ended March 31, 2023. The Report of the Secretarial Auditor issued by Mr. Kaushik Sonee in Form MR-3 is appended to this Report. There is no reservation, qualification or adverse remark contained in the Secretarial Audit Report. The Report is self-explanatory and do not call for any further comments.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors to the best of their knowledge and belief, hereby confirm that:
(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
(b) they 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 at the end of the financial year and of the loss of the company for that period;
(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
(d) they had prepared the annual accounts on a going concern basis;
(e) they had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and
(f) they had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
As per section 135 of the Companies Act, 2013, every company having net worth of rupees five hundred crores or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which atleast one director shall be an independent Director and shall also spend atleast 2% of the average net profits before tax made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy. Since the criterions set out in Section 135 of the Companies Act, 2013 is not applicable to your Company, no sum was spent on CSR during the Financial Year 2022-23.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Your Company's Board is duly constituted and is in compliance with the requirements of the Companies Act,
2013, the Listing Regulations and provisions of the Articles of association of the Company.
• Ms. Sangita Das (DIN: 09037517) retires by rotation and being eligible, offers herself for re-appointed in the 46th Annual General Meeting.
• Mr. Mithun Paul (DIN : 09552435), Mrs. Sudha Tenani (DIN : 09552406) and Mr. Sudrshan Kumar Mishra (DIN : 06444037) appointed as an Additional Director w.e.f. 1st April, 2022 and regularised at the 46th Annual General Meeting.
• Mrs. Sudha Tenani (DIN : 09552406) has been appointed for 3(three) years as an Whole-Time Director w.e.f. 1st April, 2022 and regularised at the 46th Annual General Meeting..
• Mrs. Renu Bhatter has been appointed as Chief Financial Officer w.e.f. 1st April, 2022.
• Mr. Bhupinder Kumar Mehta (DIN: 01405331) has resigned as Director w.e.f. 1st April, 2022.
• Mr. Mukund Bhatter has been re-appointed for 2(two) years as an Whole-Time Director w.e.f. 14th February, 2021 and resigned from the Company with effect from 1st April, 2022.
• Mrs. Renu Bhatter (DIN: 07044595) has resigned as Director w.e.f. 1st April, 2022.
Details of Board Meeting:
During the year, 6 number of Board meetings were held, details of which are given below:
PERFORMANCE EVALUATION OF THE BOARD
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules framed thereunder and provisons of Schedule IV to the Act as well as the Listing Regulations, your Company has carried out performance evaluation of the Board of Directors, Committees of the Board and individual Directors on the basis of participation of Directors, quality of information available, quality of discussions, contributions and decision making, etc.
COMMITTEES OF BOARD
The committees were reconstituted on 1st April, 2023 as below:
a. Audit Committee:
The Audit Committee met four times during the financial year ended 31st March, 2023, i.e., on 30.05.2022, 12.08.2022, 12.11.2022 and 07.02.2023.
b. Nomination & Remuneration Committee:
The Nomination & Remuneration Committee met three time during the financial year ended 31st March, 2023, i.e., on 01.04.2022.
c. Corporate Social Responsibility Committee: Not Applicable
d. Stakeholders Relationship Committee:
The Stakeholders Relationship Committee met one time during the financial year ended 31st March, 2023, i.e., on 07.02.2023.
MEETINGS OF INDEPENDENT DIRECTORS
As per Schedule IV to the Companies Act, 2013, Secretarial Standards- 1 (SS-1) read with the Guidance Note on SS-1 and the Listing Regulations, the meeting of the Independent Directors was held on 07.02.2023.
DECLARATION OF INDEPENDENCE
The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
The Company has Familiarization Programme for Independent directors to familiarize them with regard to their roles, rights, responsibilities, in the Company along with nature of industry in which the Company operates, business model, code of conduct and policies of the Company etc. The Familiarization Programme is also available on the website of the Company.
VIGIL MECHANISM
Pursuant to the requirement of the Act, the Company has established vigil mechanism for Directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases as detailed in the Policy. The details of the Whistle Blower Policy are available on the website of the Company. No person has been denied access to the Chairman of the Audit Committee.
CODE OF CONDUCT
The board of your Company has laid down Code of Conduct for Directors and Senior Management Personnel of the Company. All the Directors and Senior Management Personnel have affirmed compliance with these codes.
CEO/CFO CERTIFICATION
As required under Regulation 17(8) of the Listing Regulations, the Whole Time Director and the Chief Financial Officer of the Company have jointly certified the financial statements for the financial year ended 31st March, 2022.
PARTICULARS OF EMPLOYEES
There was no employee in receipt of remuneration of Rs. 8.5 Lakhs per month or Rs 102 Lakhs per annum.
The details of Particulars of Employees as required under section 197(12) of the Companies Act, 2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are appended to this Report and marked as Annexure- 3.
RISK MANAGEMENT POLICY
In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically. The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company.
COMPANY'S POLICY ON APPOINTMENT AND REMUNERATION
Policy on Directors' appointment and remuneration of Key Managerial Personnel:
The policy on Directors' appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 form part of the Nomination & Remuneration Committee policy of the Company. The same has been adopted in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 after the same were notified.
POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
The Company has in place a Policy for Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy. There were no complaints received during the year.
COMPLIANCE WITH SECRETARIAL STANDARDS
During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.
ACKNOWLEDGEMENT
Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company. Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.
Your Directors also thank the Central and State Governments, and other statutory authorities for their continued support.
For & on behalf of the Board of Director