|
To,
The Members
The Directors present the Thirty Sixth Annual Report together with the
Audited Financial Statements for the Financial Year ended March 31st, 2025.
1. Financial Results (Rs. in Lakh)
Particulars |
Current Year ended 31.03.2025 |
Previous Year ended
31.03.2024 |
| Revenue from Operations |
16978.35 |
13085.11 |
| Other Income |
115.85 |
50.95 |
| Total Income |
17094.20 |
13136.06 |
| Profit before Interest & Depreciation |
526.66 |
338.99 |
| Finance Cost |
166.43 |
114.79 |
| Depreciation |
105.61 |
39.00 |
| Profit/(loss) before Tax |
254.62 |
185.20 |
| Profit/(loss) before exceptional items |
254.62 |
185.20 |
| Tax Expenses: |
|
|
| Current Tax |
- |
40.98 |
| Deferred Tax |
101.27 |
(3.87) |
| Profit for the period |
153.35 |
148.09 |
| other comprehensive income |
(0.73) |
0.15 |
| Total comprehensive income for the period |
152.62 |
148.24 |
2. Financial & Operational Review:
During the year under review following were the operational performance
of the company:
a) Revenue from operations increased from Rs. 13099.28 Lakh to Rs.
16978.35 Lakh in comparison to previous year (according to IND- AS Financial Statements).
b) Net profit of the company has increased from Rs. 148.24 Lacs to Rs.
153.35 Lacs.
c) Finance cost increased from Rs. 114.79 Lacs to Rs. 166.43 Lacs as
compared to the previous year.
d) Depreciation and amortization expenses increased from Rs. 39.00 Lakh
to Rs. 105.61 Lakh as compared to the previous year.
e) Reserves of the company increased from Rs. 1387.54 lakh to Rs.
1540.89.
f) Highlights of the performance of the company has been discussed in
detail in Management Discussion and Analysis report attached herewith.
3. Dividend:
Based on Company's performance and in order to conserve resources,
your directors do not recommend any dividend for the year.
4. Share Capital
As on 31st March, 2025, your Company has Total Paid up Share Capital of
Rs. 8,22,66,000.00 divided into 83,31,600 Equity shares of ` 10/- each
5. Transfer to Reserves
The Board of Directors has decided to retain the entire amount of
profit for Financial Year 2024-25 in the statement of profit and loss.
6. Public Deposits
The Company has not accepted any deposits from the public by invitation
during the year.
7. Board of Directors and Key managerial Persons:
During the year under review, Mrs. Bijal Yogesh Durgavale (DIN:
07403891) resigned from the board on 30.07.2024. Necessary disclosures in this regard were
made to Stock Exchange. Further Ms. Neelu Kambo (DIN: 11040743) was appointed by the board
in its meeting dated 10th April 2025 as Additional (Independent) Director, her
appointment was regularized by the members through postal ballot mechanism on 28th
June 2025. Pursuant to the provisions of Section 152 of the Companies Act, 2013 and the
Articles of Association of the Company Mr. Ankur Garg (DIN: 00616599), Whole-time Director
of the Company retires from the Board by rotation, at the ensuing Annual General Meeting
(AGM) of the Company and being eligible he has offered himself for re appointment. The
Board recommends the proposal of his re-appointment for consideration of the members at
the ensuing AGM of the Company.
8. Declaration from Independent Directors
The company had received the declarations u/s 149(7) of the Companies
Act, 2013 from all Independent Directors that they meet the criteria of independence as
laid down under Section 149(6) of the Companies Act, 2013 and Regulation 16(1)(b) of the
SEBI Listing Regulations. In terms of Regulation 25(8) of the SEBI Listing Regulations the
Independent Directors have confirmed that they are not aware of any circumstance or
situation which exist or may be reasonably anticipated, that could impair or impact their
ability to discharge their duties with an objective independent judgement and without any
external influence
In terms of Section 150 of the Companies Act, 2013 read with Rule 6 of
the Companies (Appointment and Qualification of Directors) Rules, 2014, Independent
Directors of the Company have confirmed that they have registered themselves with the
databank maintained by the Indian Institute of Corporate Affairs. In the opinion of the
Board, all the independent directors on the Board of the Company possess requisite
qualifications and attributes of integrity, expertise and experience. They fulfill the
conditions specified in the Act read along with the rules made thereunder and are
independent of the Management.
9. Director's Responsibility Statement:
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, 2025 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.
10. Meetings of the Board:
The Board met Five (5) times during the financial year ended on 31st
March, 2025. 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.
11. 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: - a) 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.
b) 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.
12. 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. 13. Subsidiary, Associates and 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.
14. 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.
15. Board and its Committees:
During the financial year under review, the Board and its committees
were as follows:
Sr. No. |
Name of the Committee |
Members |
|
Meeting held date |
|
|
Dr. Rajinder Pal Singh |
Chairman |
29.05.2024 |
1 |
Audit Committee |
Mr. Pawan Kumar Garg |
Member |
13.08.2024 |
|
|
Mr. Sahajdeep Singh Tuteja |
Member |
14.11.2024 |
|
|
Dr. Rajinder Pal Singh |
Chairman |
25.01.2025 |
2 |
Nomination & Remuneration
Committee |
Mr. Sahajdeep Singh Tuteja |
Member |
|
|
|
Mrs. Bijal Yogesh Durgavale
(resigned on 30.07.2024) |
Member |
08.01.2025 |
|
|
Dr. Rajinder Pal Singh |
Chairman |
|
3 |
Stakeholders Relationship
Committee |
|
|
30.03.2025 |
|
|
Mr. Pawan Kumar Garg |
Member |
|
|
|
Mr. Ankur Garg |
Member |
|
4 |
Executive Committee |
Mr. Pawan Kumar Garg |
Chairman |
22.07.2024 |
|
|
Mr. Ankur Garg |
Member |
30.07.2024 |
|
|
|
|
03.10.2024 |
|
|
|
|
12.02.2025 |
The Board has accepted all recommendations made by the Audit Committee
from time to time.
16. Auditors:
A) Statutory Auditors
M/s Mittal Gupta & Co., Chartered Accountants, Kanpur (ICAI FRN No.
001874C) were appointed as Statutory Auditors of the company to hold office for the term
of 5 (Five) consecutive years from the conclusion of the 34th Annual General
Meeting of the Company held on 30th September, 2023 until the conclusion of the
39th Annual General Meeting of the Company to be held in the year, 2028.
Accordingly, they continued to hold the office of Statutory Auditors of the Company during
the financial year under scrutiny.
The Auditors' Report for the Financial Year 2024-2025 does not
contain any qualification, reservation or adverse remark requiring clarification or
explanation in the Directors' Report.
B) Secretarial Auditors
The Company had appointed Mr. Sarvesh S. Srivastava, Practicing Company
Secretaries as the Secretarial Auditors of your Company for the Financial Year 2024-25.
The Secretarial Audit Report is annexed as Annexure -C which forms part of this
Report. Further, the Comments made in the Secretarial Auditor's Report are
self-explanatory and need no further elucidation.
C) Internal Auditors
Pursuant to provisions of Section 138 read with Rule 13 of Companies
(Accounts) Rules 2014, your Company engaged the services of M/s BC Jain & Co,
Chartered Accountants, Kanpur, to conduct the Internal Audit of the functions and
activities of the Company for the Financial Year 2024-25. The Quarterly Internal Audit
Report is placed before the Audit Committee of the Company for its review, at regular
intervals.
D) 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 2024-25 and has recommended their remuneration to
the Shareholders for ratification at the 35th Annual General Meeting which was
duly approved by shareholders.
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 arm's length relationship with the Company. The Cost Audit Report
for the financial year 2024-25 is being filed with Ministry of Corporate Affairs.
17. Material changes and commitments, affecting financial
position of the company occurring between the end of the financial year 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, the company has proposed and is considering expanding its
business in existing surfactant market by manufacturing new products in the existing
business line and for better facilitation of finance, the company has decided to switch
its bankers to some extent.
18. Details of significant material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and company's
operations in future:
No such order has been passed against the Company.
19. 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 Company's
internal control over financial reporting (as defined in Clause 17 of SEBI Regulations,
2015) as of March 31, 2025. 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.
20. 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.
21. 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.
22. Particulars of Loans, Guarantees and Investments:
Details of Loans and Investments have been provided in the financial
statement of the company which forms part of this annual report.
23. Related Party Transactions:
All related party transactions that were entered into during the
financial year were on arm's 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.
24. Corporate Governance:
Your Company has always endeavored to adhere to high standards of
Corporate Governance and ensured its compliance in both spirit and law.
A detailed report on Corporate Governance is attached herewith as
Annexure-E and forms part of this report.
25. 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 Company's code of conduct or ethics
policy has been established.
26. 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 2024-25 prepared in accordance with
Section 92(1) of the Act has been placed on the website at the web link- https://www.
standardsurfactants.com.
27. Obligation of company under the Sexual Harassment of woman
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.
28. 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
Company's 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.
29. Company's policy on Director's 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.
30. 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.
31. 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 Company's 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.
32. Listing:
The Equity Shares of Company continued to be listed at BSE Limited and
the Annual Listing Fee for the financial year 2025-26 has been paid up to date within the
stipulated time period.
33. Details of utilization of funds raised through Preferential
Allotment or Qualified Institutional 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 utilized for general corporate purposes in due course.
34. 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.
35. Reporting of fraud 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.
36. Details of 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 |
|
| of STANDARD SURFACTANTS LIMITED |
|
| Sd/- |
Sd/- |
| Pawan Kumar Garg |
Ankur Garg |
| Chairman & Managing Director |
Whole-time Director |
| DIN: 00250836 |
DIN: 00616599 |
| Date: 04.09.2025 |
|
| Place: Kanpur |
|
|