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Directors Report of Standard Industries Ltd.

Mar 31, 2015

The Directors hereby present the 118th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2015.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2014 to 01.04.2013 to 31.03.2015 31.03.2014 (in lakhs) (in lakhs)

Gross Operating Profit before depreciation and tax (251.38) (1048.65)

Less: Depreciation 148.75 94.88

Profit before Taxes (400.13) (1143.53)

Current Tax - -

Profit after Taxes (400.13) (1143.53)

Balance brought forward from previous year 5092.77 6800.77

Depreciation on account of transitional provision of Schedule II to the Companies Act, 2013 (21.32) -

Amount available for Appropriation 4671.32 5657.24

APPROPRIATIONS :

Proposed Dividend on Equity Shares 482.47 482.47

Corporate Tax on Dividend 98.24 82.00

Balance of Profit & Loss A/c. carried to Balance Sheet 4090.61 5092.77

In view of the absence of Profits in the financial year, no amount is proposed to be transferred to the General Reserve.

Your Directors recommend the following dividend for the Financial Year 1st April, 2014 to 31st March, 2015, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 29th September, 2015, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 14th September, 2015.

Current Year Previous Year 01.04.2014 to 01.04.2013 to 31.03.2015 31.03.2014

0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75

4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company had leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Thane-Belapur Road, Navi Mumbai, for a term of 100 years computed from 1.8.1965. The Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), Singapore, an area of 30 acres located within the larger property of approx. 92.25 acres, for the remaining tenure of the lease with MIDC. Efforts are on to assign/develop the balance portion of 62.25 acres of the Company's leasehold land for, inter- alia, establishing a large-scale industry for Information Technology, Software Unit/IT Park and in this connection proposals are on for negotiations with various parties/ facilitators for the assignment/development so as to monetize the balance 62.25 acres of the Company's lease hold land at Navi Mumbai.

With tight liquidity and credit available for Indian Corporates/individuals, the Real Estate Sector continues to face a challenging environment.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No. 211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefits.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2014 to March, 2015, the Company has achieved a Textile Trading turnover of Rs. 673 lakhs in comparison with Rs. 847 lakhs for the previous Financial Year.

The Company is planning this year also to add few more products such as Cotton Sarees/Punjabi Suits (ready- to-stitch) etc. in addition to new range of Bed Sheets/ Towels/Bath Mats, etc.

NATURE OF BUSINESS OF THE COMPANY

There has been no change in the nature of business of the Company.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, 2014, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2015. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made thereunder.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that :

(a) in the preparation of the annual accounts for the financial year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Profit and loss of the Company for that period;

(c) the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors have prepared the annual accounts on a going concern basis; and

(e) the Directors have laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and are operating effectively.

(f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DETAILS OF SUBSIDIARIES

1. Standard Salt Works Ltd.

2. Mafatlal Enterprises Limited

3. Stan Plaza Limited, a 100% subsidiary of the Company, ceased to be a subsidiary a with effect from 13th March, 2015 vide a Share Purchase Agreement executed between the Company, Stan Plaza Limited (one of its erstwhile wholly owned and non-material subsidiary companies) and Stanrose Mafatlal Investments And Finance Limited (Promoter of the Company). The Company has sold its entire equity shareholding in Stan Plaza Limited to Stanrose Mafatlal Investments And Finance Limited, on arm's length basis.

The Company has framed a "Policy for determining Material Subsidiaries" for identifying material subsidiaries. The Policy is available on the website of the Company, viz. www.standardindustries.co.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 19.77 lakhs to various Charitable and Educational Institutions.

DIRECTORS:

A) Directors and Key Managerial Personnel

During the year the Board of Directors appointed the following Key Managerial Personnel, to inter- alia, shoulder the responsibilities in their respective fields as envisaged under the provisions of the Companies Act, 2013:

1. Shri D. H. Parekh, Executive Director

2. Smt. T. B. Panthaki, Vice President (Legal) & Company Secretary

3. Shri J. R. Shah, Chief Financial Officer

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Smt. Divya P. Mafatlal is due to retire at the ensuing Annual General Meeting and is eligible for reappointment.

B) Declarations by Independent Directors and re- appointment

Shri R. J. Taraporevala, Shri M. L. Apte, Shri F. M. Pardiwalla and Shri Shobhan Diwanji were appointed as Independent Directors to hold Office for a term of five consecutive years from 14th August, 2014.

Declarations have been received from all the Independent Directors affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS

There have been no material changes 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

There have been no significant and material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and Company's operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

M/s. S. U. Kapasi & Co., Chartered Accountants, are the Internal Auditors of the Company and their remuneration is approved by the Audit Committee. The Company has proper and adequate system of internal control to ensure that all assets are safeguarded and protected against loss from unauthorized use on disposition and transactions are authorized, recorded and reported correctly. Internal control systems are supplemented by Internal Audit Reviews, coupled with guidelines and procedures updated from time to time by the Management. Internal control systems are established to ensure that the financial and other records are reliable for preparing financial statements.

Internal Audit System is engaged in evaluation of internal control systems. Internal audit findings and recommendations are reviewed by the Management and Audit Committee of the Board of Directors.

AUDITORS QUALIFICATIONS

There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective reports.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT

A separate statement containing the salient features of the financial statement of its subsidiaries in the prescribed form (AOC -1) is annexed to the financial statements of the Company.

EXTRACT OF THE ANNUAL RETURN

The extracts of Annual Return pursuant to the provisions of Section 92 of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is furnished in Form MGT-9 in Annexure A of this Report.

FORMAL ANNUAL EVALUATION OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board, based on recommendations of the Nomination and Remuneration Committee, has carried out an annual performance evaluation of its own performance and that of its statutory committees viz. Audit Committee, Stakeholders Relationship Committee, Nomination and Remuneration Committee and that of the individual Directors. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report.

The details of programmes for familiarization of Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the Industry in which the Company operates, business model of the Company and related matters are put up on the website of the Company at the link http://www.standardindustries.co/ FamiliarizationProgrammeforIndependentDirectors.aspx

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year 4 Board Meetings were duly convened and held, the details of which are given in the Corporate Governance Report. The gap between the meetings was within the period prescribed under Section 173 of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

AUDIT COMMITTEE

The Audit Committee constituted by the Board of Directors of the Company comprises 3 Independent Non-Executive Directors :

Shri F. M. Pardiwalla - Chairman

Shri R. J. Taraporevala - Member

Shri M. L. Apte - Member

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM FOR DIRECTORS AND EMPLOYEES

Vigil Mechanism/Whistle Blower Policy has been formulated with a view to provide a mechanism for Directors and Employees of the Company to approach the Audit Committee of the Board of Directors of the Company or any member of such Audit Committee. It aims to provide a platform for the Whistle Blower to raise concerns on serious matters regarding ethical values, probity and integrity or any violation of the Company's Code, including the operations of the Company. The said Code has been displayed on the Company's website www.standardindustries.co

There have been no cases of frauds reported to the Audit Committee/Board during the year under review.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, 2013. There have been no complaints received during the year.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises Shri R. J. Taraporevala, Chairman, Shri M. L. Apte, Shri F. M. Pardiwalla, Shri K. J. Pardiwalla and Shri Shobhan Diwanji, Members. The Committee has laid down the Company's Policy on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a Director and other related matters. Pursuant to Section 134(3)(e), Section 178 of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Company's Policy on Directors appointment & remuneration is attached as Annexure B to this Report.

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, are given in the Notes to the Financial Statements.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:

The particulars of contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of Section 188 of the Companies Act, 2013, is disclosed in Form No. AOC-2 (Please refer Annexure C to the Directors' Report). The Company has framed a Policy on Related Party Transactions. The same is available on the website of the Company, viz. www.standardindustries.co

DISCLOSURE UNDER SECTION 197(12) AND RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

The requisite details relating to ratio of remuneration, percentage increase in remuneration etc. as stipulated under the above Rules are annexed as Annexure D to this Report.

SECRETARIAL AUDIT REPORT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, the Company has appointed M/s. Ratan Kapadia & Associates, to undertake the secretarial audit of the Company. Report of the Secretarial Auditor is annexed herewith as Annexure E.

RISK MANAGEMENT POLICY

During the year, your Directors have constituted a Risk Management Committee. The main responsibility of the Committee is to recognize the core principles/policy for managing risks that the Organisation faces such as liquidity, regulatory, property market transparency, macroeconomic, competition and demand risks and adopting measures to ensure that there is an adequate risk management infrastructure in place capable of addressing those risks.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreement with Stock Exchanges a separate Report on Corporate Governance and a certificate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed.

MANAGEMENT DISCUSSIONS AND ANALYSIS

Pursuant to Clause 49 of the Listing Agreement a Management Discussion and Analysis Report is annexed to this Report.

INSURANCE

All the properties/assets including buildings, furniture's/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

It is proposed to appoint M/s. Deloitte Haskins & Sells LLP, the existing statutory auditors of the Company for the current year.

In terms of Section 139 of the Companies Act, 2013 the members are requested to appoint Auditors for the current year. The Auditors have confirmed their eligibility under Section 141 of the Act & the Rules framed thereunder for reappointment as Auditors of the Company. As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

For and on behalf of the Board

PRADEEP R. MAFATLAL

chairman Mumbai

Dated : 29th May, 2015.


Mar 31, 2014

The Members,

Standard Industries Limited.

The Directors hereby present the 117th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2014.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2013 to 01.04.2012 to 31.03.2014 31.03.2013 (in lakhs) (in lakhs)

Gross Operating profit before depreciation and tax (1048.65) (516.03) Less: Depreciation 94.88 94.41 profit before Taxes (1,143.53) (610.44) Excess provision for taxes in respect of earlier years - 96.76 profitafter Taxes (1,143.53) (513.68) Balance brought forward from previous year 6,800.77 7,878.92 Amount available for Appropriation 5,657.24 7,365.24 APPROPRIATIONS: Proposed Dividend on Equity Shares 482.47 482.47 Corporate Tax on Dividend 82.00 82.00 Balance of profit & Loss A/c. carried to Balance Sheet 5,092.77 6,800.77

Your Directors recommend the following dividend for the Financial Year 1st April, 2013 to 31st March, 2014, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 14th August, 2014, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 30th July, 2014.

Current Year Previous Year 01.04.2013 to 01.04.2012 to 31.03.2014 31.03.2013

RS RS Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75 4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company has leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Thane-Belapur Road, Navi Mumbai, for a term of 100 years computed from 1.8.1965. The Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), Singapore, an area of 30 acres located within the larger property of approx. 92.25 acres, for the remaining tenure of the lease with MIDC.

Efforts are on to assign/develop the balance portion of 62.25 acres of the Company''s leasehold land for, inter- alia, establishing a large-scale Industry for Information Technology, Software Unit/IT Park and in this connection proposals are on for negotiations with various parties/ facilitators for the assignment/development so as to monetize the balance 62.25 acres of the Company''s leasehold land at Navi Mumbai. Refecting the trends of the overall economy, the year was not favourable for the growth of real estate sector. Delayed policy measures, slow-down in industrial production, persistently high interest rates and liquidity concerns have adversely impacted the investment climate in India.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No.211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefits.

On 26th March, 2012, the Company had entered into a Memorandum of Understanding (MOU) with Stan Plaza Limited (SPL), a wholly owned subsidiary, whereby the Company agreed to transfer 16,825 sq. ft. of TDR relating to 27% of the plot area, as aforesaid, to SPL for a consideration of Rs. 403.80 lakhs as per valuation done by expert Valuers.

The validity of the said MOU dated 26th March, 2012, has been mutually extended from time to time. The Company has not been in a position to obtain the TDR and has conveyed its inability to obtain the Development Right Certifcate (DRC) to the extent of 16,825 sq. ft. duly endorsed by the Municipal Corporation or other concerned authorities in favour of themselves or by endorsement on the original DRC in favour of SPL. The Company has therefore expressed its desire to cancel the said MOU dated 26th March, 2012. Accordingly, a Deed of Cancellation has been entered into with SPL on 18th March, 2014, cancelling the arrangement contained in the MOU dated 26th March, 2012. The Company has repaid to SPL the sum of Rs.10,00,000/- received as earnest money under the aforesaid MOU.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2013 to March, 2014, the Company has achieved a Textile Trading turnover of Rs. 847 lakhs in comparison with Rs. 732 lakhs for the previous Financial Year. Thus, the Company has achieved a growth of approx. 16% over the last Financial Year. This is mainly attributed to additional sales to garment industries and also addition of new products such as Ready-to-Stitch packaging in different product category such as Suiting/Shirting/Combo Pack etc.

The Company is planning this year also to add few more products such as Cotton Sarees/ Punjabi Suits (ready to stitch) etc. in addition to new range of Bed Sheets/ Towels/Bath Mats, etc.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 217(2A) of the Companies Act, 1956, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2014. The Company, as of now, does not accept fresh deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed :

1. That in the preparation of the accounts for the financial year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the said year;

3. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the Financial Year ended 31st March, 2014, on a ''going concern'' basis.

SUBSIDIARIES

The Ministry of Corporate Affairs vide its general Circular No.2/2011 dated 8th February, 2011, have granted permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered office of the Company and that of the respective subsidiary companies. A statement containing brief financial details of the Company''s subsidiaries for the financial year ended 31st March, 2014, is included in the Annual Report.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 16.52 lakhs to various Charitable and Educational Institutions.

DIRECTORATE

The Board of Directors report with deep regret the sad demise of Shri V.C. Vaidya, Director of the Company, on 26th May, 2013. He had wide experience in legal, insurance and investment felds. He was associated with the Company as a Director for 33 years during which period the Company has immensely benefitted through his guidance.

The Chairman and the Board of Directors record their profound sorrow and grief on the sad demise of Shri V.C. Vaidya.

Shri Shobhan Diwanji has been appointed on 30th October, 2013 as a Director to fll the casual vacancy caused by the sad demise of Shri V.C. Vaidya.

Pursuant to Section 149 and other applicable provisions of the Companies Act, 2013, your Directors are seeking appointment of Shri Russi Jal Taraporevala, Shri M.L. Apte, Shri F.M. Pardiwalla and Shri Shobhan Diwanji, as Independent Directors for 5 consecutive years from the conclusion of this Annual General Meeting. Details of the proposal for appointment of Shri Russi Jal Taraporevala, Shri M.L. Apte, Shri F.M. Pardiwalla and Shri Shobhan Diwanji, are mentioned in the Explanatory Statement attached to the Notice of the 117th Annual General Meeting.

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Shri Pradeep R. Mafatlal is due to retire at the ensuing Annual General Meeting and is eligible for reappointment.

The appointment of Shri D.H. Parekh as an Executive Director which was for a period of 3 years from 2nd August, 2011 will expire on 1st August, 2014. Your Directors are seeking re-appointment of Shri D.H. Parekh as Executive Director with effect from 2nd August, 2014 for a period of 3 years subject to approval of the shareholders. The terms and conditions of his re-appointment are mentioned in the Explanatory Statement under Section 102(1) of the Companies Act, 2013.

None of the Directors of the Company are disqualified from being appointed as Directors as specified in Section 164 of the Companies Act, 2013.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

INSURANCE

All the properties/assets including buildings, furnitures/ fixtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

In terms of Section 139 of the Companies Act, 2013 the members are requested to appoint Auditors for the current year.

For and on behalf of the Board

PRADEEP R. MAFATLAL chairman Mumbai Dated : 13th May, 2014.


Mar 31, 2013

To The Members of Standard Industries Limited.

The Directors hereby present the 116th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2013.

FINANCIAL RESULTS

Current Year Previous Year 01.04.2012 to 01.04.2011 to 31.03.2013 31.03.2012 (Rs. in lakhs) (Rs. in lakhs)

Gross Operating Proft before depreciation and tax (516.03) 53.08

Less: Depreciation 94.41 88.85

Proft before Taxes (610.44) (35.77)

Excess provision for taxes in respect of earlier years 96.76 25.71

Proft after Taxes (513.68) (10.06)

Balance brought forward from previous year 7,878.92 8,449.72

Amount available for Appropriation 7,365.24 8,439.66

APPROPRIATIONS:

Proposed Dividend on Equity Shares 482.47 482.47

Corporate Tax on Dividend 82.00 78.27

Balance of Proft & Loss A/c. carried to Balance Sheet 6,800.77 7,878.92

Your Directors recommend the following dividend for the Financial Year 1st April, 2012 to 31st March, 2013, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 14th August, 2013, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 30th July, 2013.

Current Year Previous Year 01.04.2012 to 01.04.2011 to 31.03.2013 31.03.2012

0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares [Previous year Rs. 0.75 per Equity Share of Rs. 5/- each on 6,43,28,941 Equity Shares] 4,82,46,705.75 4,82,46,705.75

4,82,46,705.75 4,82,46,705.75

REAL ESTATE DIVISION

The Company has leasehold land of an area of 92 acres and 10 gunthas (approx. 92.25 acres) at Plot No. 4 in Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane, for a term of 100 years computed from 1.8.1965. Vide Agreement dated 24.4.2008 the Company had transferred and assigned to LOMA IT Park Developers Private Limited (LOMA), a Project Company of CapitaLand Commercial Limited, Singapore, all its right, title and interest, in respect of an area of 30 acres located within the larger property of 92 acres and 10 gunthas of land, for the remaining tenure of the lease with MIDC.

The Company had entered into a Term Sheet dated 17th June, 2011 with Peninsula Mega City Development Pvt. Ltd. for development of leasehold land admeasuring 62.25 acres at Plot No. 4, situated at Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane. The Board of Directors of the Company had reviewed the progress of the said Understanding with Peninsula Mega City Development Pvt. Ltd. on account of delay in reaching the fnal Agreement for development. The Company and Peninsula Mega City Development Pvt. Ltd. decided to terminate the aforesaid Term Sheet with effect from 19th October, 2012. In pursuance thereto, the Company refunded without interest, a sum of Rs. 1100.00 lakhs received from Peninsula Mega City Development Pvt. Ltd. as advance at the time of execution of the said Term Sheet.

Efforts are on to develop/re-develop the balance portion of 62.25 acres of the Company''s leasehold land for, inter alia, establishing a large scale Industry for Information Technology Software Unit/IT Park and in this connection proposals are on for negotiations with various Parties/ Facilitators for the development/redevelopment/sale/ sub-lease so as to monetize the balance 62.25 acres of the Company''s leasehold land at Plot No. 4, situated at Trans-Thane Creek Industrial Area in the villages of Ghansoli and Savali, Taluka Thane, District Thane.

Amidst a slow down in economic growth, the Real Estate Sector continues to face a challenging environment.

The Company owns a piece or parcel of land admeasuring 5413.92 sq. mtrs. or thereabouts being C.S. No. 211 under Parel-Sewree Division. Under the Development Plan, the said property is shown as reserved for recreation ground. Under the D.C. Regulation, in lieu of the reservation for recreation ground, the Company is entitled to either the market value of the land or Transferable Development Rights (TDR) benefts.

During the previous year, the Company entered into a Memorandum of Understanding (MOU) dated 26th March, 2012 with Stan Plaza Limited (SPL), a wholly owned subsidiary, whereby the Company agreed to transfer the 16,825 Sq. ft. of TDR relating to 27% of the plot area, as aforesaid, to SPL for a consideration of Rs. 403.80 lakhs as per valuation done by expert valuers. As per the terms of the MOU, the Company, within three months of the date of the MOU, is required to obtain the Development Rights Certifcate (DRC), the title document for the TDR, from the Authorities and endorse the same in the name of SPL, failing which the MOU will stand cancelled. The Company is in the process of obtaining the DRC and has during the year, further extended the MOU upto 30th November, 2013. The Company is making all out efforts to obtain DRC and title document for TDR during the period of the MOU.

TRADING DIVISION

For the Financial Year under review, i.e. April, 2012 to March, 2013, the Company has achieved a Textile Trading turnover of Rs. 732.06 lakhs in comparison with Rs. 683 lakhs for the previous Financial Year.

The Textile Market was adversely affected due to the Excise Duty structure for the Garment Industry in the financial year under review. However, in the last budget this duty has been waived and we expect a pick-up in this segment. The Company has started Ready-to- Stitch packaging in different product category such as Suiting/Shirting/Combo Pack etc. and there is a general optimism in the market. Our existing product range is well accepted in the market and there is a regular Turnover for the same.

HUMAN RESOURCES

Relations remain cordial with the employees during the year and there was all round co-operation.

PARTICULARS OF EMPLOYEES

The Company has no employees in respect of whom the information as per Section 217(2A) of the Companies Act, 1956, is required to be given.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company is not engaged in manufacturing activities during the year. Therefore, there is no information to submit in respect of conservation of energy and absorption of technology.

The Company has no foreign exchange earnings and outgoings during the year.

FIXED DEPOSITS

There are no outstanding deposits remaining unpaid as on 31st March, 2013. The Company, as of now, does not accept fresh deposits.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confrmed :

1. That in the preparation of the accounts for the fnancial year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures;

2. That the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 fnancial year and of the proft or loss of the Company for the said year;

3. That the Directors have taken proper and suffcient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

4. That the Directors have prepared the accounts for the Financial Year ended 31st March, 2013, on a ‘going concern'' basis.

SUBSIDIARIES

The Ministry of Corporate Affairs vide its general Circular No. 2/2011 dated 8th February, 2011, have granted

permission to holding companies not to attach accounts of its subsidiary companies, with the Balance Sheet of the Company. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the Company who may be interested in obtaining the same. The annual accounts of the subsidiary companies will also be kept open for inspection at the Registered Offce of the Company and that of the respective subsidiary companies. A statement containing brief fnancial details of the Company''s subsidiaries for the fnancial year ended 31st March, 2013, is included in the Annual Report.

DONATIONS

During the Financial Year, the Company has contributed a sum of Rs. 23.84 lakhs to various Charitable and Educational Institutions.

DIRECTORATE

Pursuant to Article 158 of the Articles of Association of the Company read with Section 256 of the Companies Act, 1956, Shri M. L. Apte and Shri F. M. Pardiwalla, are due to retire at the ensuing Annual General Meeting and are eligible for reappointment.

None of the Directors of the Company are disqualifed from being appointed as Directors as specifed in Section 274 of the Companies Act, 1956.

CORPORATE GOVERNANCE

Pursuant to Clause 49 of the Listing Agreements with Stock Exchanges a separate Report on Corporate Governance and a certifcate from the Auditors of the Company regarding compliance of the conditions of Corporate Governance are annexed to the Directors'' Report.

INSURANCE

All the properties/assets including buildings, furnitures/ fxtures, etc. and insurable interests of the Company are adequately insured.

AUDITORS

In terms of Section 224 of the Companies Act, 1956, the members are requested to appoint Auditors for the current year.

For and on behalf of the Board

PRADEEP R. MAFATLAL

chairman Mumbai

Dated : 21st May, 2013.

 
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