Directors Report of Standard Industries Ltd.
Mar 31, 2018
The Directors hereby present the 121st Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2018.
FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)
|
|
|
Current year |
Previous year |
|
|
|
|
01.04.2017 |
01.04.2016 to |
|
|
|
|
to 31.03.2018 |
31.03.2017 |
|
|
|
|
(Rs. in lakhs) |
Rs. in lakhs) |
|
|
A |
Gross operating Profit before Depreciation and tax |
1558.70 |
(1660.25) |
|
|
|
Less: Depreciation |
76.43 |
83.46 |
|
|
|
Profit before Taxes |
1482.27 |
(1743.71) |
|
|
|
Less: Current Tax |
338.21 |
(14.26) |
|
|
|
Profit after Taxes |
1144.06 |
(1729.45) |
|
|
B |
previous YEAR (AS ADJUSTED UNDER IND AS) |
|
|
|
|
|
Balance brought forward from previous year |
1010.78 |
3320.94 |
|
|
|
Add: Transferred from General Reserve |
204.00 |
â |
|
|
|
Sub-total |
1214.78 |
3320.94 |
|
|
|
Less: Dividend on Equity Shares for 2016/17 |
482.47 |
482.47 |
|
|
|
Corporate Tax on Dividend for 2016/17 |
98.24 |
98.24 |
|
|
|
Sub-total |
580.71 |
580.71 |
|
|
|
|
634.07 |
2740.23 |
|
|
|
Retained Earnings |
1778.13 |
1010.78 |
|
The Company has drawn up its Accounts under IND AS. The figures for the previous year have been suitably adjusted, as appropriate to conform to IND AS requirements.
The Board of Directors have declared an Interim dividend of Re. 0.75 per equity share of Rs.5/- each on 6,43,28,941 equity shares aggregating Rs. 4,82,46,705.75 for the year ended March 31st, 2018. Further, the Board of Directors proposed a final dividend of Re. 0.25 per equity share of Rs.5/- each on 6,43,28,941 equity shares aggregating Rs.1,60,82,235.25 for the year ended March 31st, 2018 which if approved by the Shareholders at the ensuing AGM to be held on August 20th, 2018 will be paid to those shareholders whose name appear on the Register of Members of the Company on the August 4th, 2018. Both aggregate Re. 1/- for the year ended March 31st, 2018 (Previous year Re. 0.75 per equity share of Rs.5/- each).
|
Current Year |
Previous Year |
|
|
01.04.2017 to |
01.04.2016 to |
|
|
31.03.2018 Rs. |
31.03.2017 Rs. |
|
|
Interim Dividend @ Re. 0.75 per Equity Share of Rs.5/- each on 6,43,28,941 |
||
|
Equity Shares |
4,82,46,705.75 |
â |
|
Final Dividend @ Re. 0.25 per Equity Share of Rs.5/- each on 6,43,28,941 Equity Shares [Previous period Re. 0.75 per Equity Share of Rs.5/- each on 6,43,28,941 Equity Shares] |
1,60,82,235.25 |
4,82,46,705.75 |
RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS : TRADING DIVISION
For the Financial Year under review, i.e. April, 2017 to March, 2018, the Company has achieved a Textile Trading turnover of Rs.999.42 lakhs in comparison with Rs.717.19 lakhs for the previous Financial Year.
During the Financial Year, in spite of unfavourable circumstances, such as, after effect of demonitisation, implementation of Goods & Services Tax (GST) on Textile Goods, etc., the Company has achieved 39% higher turnover compared to the previous year.
In the past, Textile fabric was not subject to any tax such as VAT/Sales Tax, etc. The Industry was burdened by GST @ 5% for the majority of textile fabrics. Inspite of this adverse situation, the Company has achieved better turnover.
In addition to our regular product range such as PV Suiting, Uniform Suiting and Shirting, 100% Cotton Poplin, Lawn, Dhoti, we have added combo packing in case of ready to stitch segment. All these products have added to our sales growth.
In its effort to liquidate non-operating assets, which are more than the business needs, the Company is realizing such assets at the market value.
REAL ESTATE ACTIVITIES
Real Estate activities of the Company comprises of assets which are in excess of business needs, which the Company would liquidate based on market conditions. The Company has entered into an Agreement to assign TDR dated 18th May, 2017, to transfer and assign Development Rights Certificate (âDRCâ) to be issued by MCGM for TDR on surrender of Reserved Land bearing C.S. No. 211 of Parel Sewree Division admeasuring about 5,413.92 sq.mtrs. (less encroached area of approximately 1000 sq.mtrs.) or such area as may be ascertained by MCGM on actual measurement at site, at or for the consideration of Rs.41.50 Crores subject to the terms and conditions therein mentioned. This transfer, assignment and consideration will depend on grant of quantum of DRC and on the other terms and conditions specified in the aforesaid Agreement.
CONSOLIDATED ACCOUNTS
The Consolidated Financial Statements of your Company for the financial year 2017-18, are prepared as per Indian Accounting Standards (âIND ASâ) and in compliance with applicable provisions of the Companies Act, 2013, read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The consolidated financial statements have been prepared on the basis of audited financial statements of your Company and its subsidiaries, as approved by the respective Board of Directors.
NATURE OF BUSINESS OF THE COMPANY
There has been no change in the nature of business of the Company.
SHARE CAPITAL
The Paid-up Equity Share Capital as on 31st March, 2018, was Rs.32,16,44,705/- comprising 6,43,28,941 Shares of Rs.5/- each.
During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights nor sweat Equity Shares, nor has it granted any stock options.
The Company has not bought back any of its securities during the financial year under review.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company is not engaged in manufacturing activities during the financial year under review. 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 financial year under review.
PUBLIC DEPOSITS
There are no outstanding deposits remaining unpaid as on 31st March, 2018. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made thereunder.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, the Directors of your Company hereby state and confirm that :
(a) in the preparation of the annual accounts for the financial year ended 31st March, 2018, 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 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, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company does not have any Associate or Joint Venture Company. However, your Company has following Subsidiaries :
1. Standard Salt Works Ltd
2. Mafatlal Enterprises Limited
The Company has framed a âPolicy for determining Material Subsidiariesâ for identifying material subsidiaries. The web link where policy for determining âMaterialâ subsidiaries is disclosed is http://standardindustries.co/ pdf/PolicyfordeterminingMaterialSubsidiaries.pdf
DONATIONs
During the Financial Year, the Company has contributed a sum of '' 70,17,000 to various Charitable and Educational Institutions.
DIRECTORS AND KEY MANAGERIAL PERSONNEL:
A. Directors
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 by rotation at the ensuing Annual General Meeting and is eligible to offer herself for reappointment.
By Notification dated 9th May, 2018, Securities and Exchange Board of India (âSEBIâ) amended the Listing Regulations, 2015, by introducing Regulation 17(1A) in the Listing Regulations, 2015 with effect from 1st April, 2019. According to the said Regulation, no listed Company shall appoint or continue the directorship of a person who has attained age of 75 years unless Special Resolution is passed to that effect.
Shri M. L. Apte and Shri K. J. Pardiwalla, both are above 75 years as on date and therefore, Special Resolutions are proposed in the ensuing Annual General Meeting for continuation of holding Office of Non-Executive Independent Directors of the Company, by Shri M. L. Apte and Shri K. J. Pardiwalla both of whom are above the age of 75 years as on 1st April, 2019, to comply with the above amendment.
Therefore, it is proposed to pass Special Resolutions at the ensuing Annual General Meeting of the Company for continuation of remaining term of Shri M. L. Apte (DIN 00003656) and Shri K. J. Pardiwalla (DIN 00015670) i.e. upto 13th August, 2019 and 9th February, 2020, respectively.
Necessary Resolutions for re-appointment/continuation of Directorship, past the age of 75 years, of the aforesaid Directors have been included in the Notice of the ensuing Annual General Meeting and requisite details have been provided in the Explanatory Statement of the Notice. The Board recommends their re-appointment/ continuation as Directors of the Company.
B. Declarations by independent Directors and re-appointment:
Declarations have been received from all the Independent Directors, viz., Shri M. L. Apte, Shri Shobhan Diwanji & Shri K. J. Pardiwalla, affirming that they meet the criteria of independence as provided in sub-section (6) of Section 149 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.
c. Key Managerial Personnel
Further, there is no change in the Key Managerial Personnel of the Company.
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 Companyâs operations in future.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS.
The Companyâs internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the Organizationâs pace of growth and increasing complexity of the operations. The Company maintains a system of internal controls designed to provide reasonable assurance regarding the following :
Effectiveness and efficiency of operations
Adequacy of safeguards for assets
Prevention and detection of frauds and errors
Accuracy and completeness of the accounting records
Timely preparation of reliable financial information.
Key controls have been tested during the year and corrective and preventive actions are taken for any weakness. 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.
INDIAN ACCOUNTING STANDARDS (IND AS)
Your Company has adopted Indian Accounting Standards (âIND ASâ) pursuant to Ministry of Corporate Affairs Notification dated 16th February, 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.
AUDIT OBSERVATIONS AND EXPLANATION OR AUDIT COMMITTEE COMMENTS BY THE BOARD
There were no qualifications, reservations or adverse remarks made either by the Auditors or by the Practicing Company Secretary in their respective Reports. The observations made by the Auditors read with the relevant notes on accounts is self-explanatory.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT
Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companyâs subsidiaries (in 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, 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, Stakeholder 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 and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www. standardindustries.co/pdf/ FamiliarizationProgrammeforIndependentDirectors.pdf
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 Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee constituted by the Board of Directors of the Company comprises 2 Independent Non-Executive Directors in addition to the Executive Director (Wholetime Director):
Shri K. J. Pardiwalla â Chairman
Shri M. L. Apte â Member
Shri D. H. Parekh â 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 Companyâs Code, including the operations of the Company. The said Code has been displayed on the Companyâs website www.standardindustries.co
There have been no cases of frauds reported to the Audit Committee/Board during the financial 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 at Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment.
There have been no complaints received during the financial year.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
The provisions of Section 135 of the Companies Act, 2013, relating to CSR are not applicable to the Company.
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee comprises Shri K. J. Pardiwalla, Chairman, Shri M. L. Apte, Shri Shobhan Diwanji and Smt. Divya P Mafatlal Members. The Committee has laid down the Companyâs 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) and Section 178 of the Companies Act, 2013, the Companyâs 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 pursuant to the provisions of Section 186 of the Companies Act, 2013, read with Companies (Meetings of Board and its Powers) Rules, 2014, 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, are disclosed in Form No. AOC -2 (Please refer Annexure C to the Directorsâ Report). The Company has framed a Policy on Related Party Transactions. The web link where Policy on dealing with Related Party transactions is disclosed is http://standardindustries.co/ pdf/PolicyonRelatedPartyTransactions.pdf
PARTICULARS OF EMPLOYEES
The information as per Section 197 of the Companies Act, 2013 (âthe Actâ) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure D. However, as per the provisions of Section 136 of the Act, the report and accounts are being sent to the Members and others entitled thereto, excluding the information on employeesâ remuneration particulars as required under Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing AGM. If any Member is interested in obtaining a copy thereof, such Member may write to the Company in this regard.
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. Nishant Jawasa & Associates, to undertake the Secretarial Audit of the Company. Report of the Secretarial Auditor is annexed herewith as Annexure E. The Secretarial Audit Report does not contain any qualification, reservation, adverse remark or disclaimer.
RISK MANAGEMENT POLICY
During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 to this Report.
MANAGEMENT DISCUSSION AND ANALYSIS
Managementâs Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) (e) read with Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is annexed to this Report.
INSURANCE
All the properties/assets including buildings, furniture/ fixtures, etc. and insurable interests of the Company are adequately insured.
AUDITORS
M/s. SHR & Co., Chartered Accountants, Mumbai, the existing Statutory Auditors of the Company have expressed their unwillingness to continue as the Statutory Auditors of the Company from the conclusion of the 121st Annual General Meeting.
Accordingly, on the recommendation of the Audit Committee, the Board at its Meeting held on 29th May, 2018 have proposed the appointment of M/s. Arunkumar K. Shah & Co., (Firm Registration No. 126935W) Chartered Accountants, Mumbai, as the Statutory Auditors of the Company for a term of 5 years, i.e. from the conclusion of the 121st Annual General Meeting until the conclusion of the 126th Annual General Meeting.
The Company has also received a confirmation from M/s. Arunkumar K. Shah & Co., Chartered Accountants, Mumbai, that they are eligible and not disqualified under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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
Chairman
Mumbai
Dated : 29th May, 2018.
Mar 31, 2016
To
The Members,
Standard Industries Limited.
The Directors hereby present the 119th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31st March, 2016.
FINANCIAL RESULTS
|
Current Year 01.04.2015 to 31.03.2016 (Rs. in lakhs) |
Previous Year 01.04.2014 to 31.03.2015 Rs. in lakhs) |
|
|
Gross Operating Profit before depreciation and tax.................................... |
(1021.70) |
(251.38) |
|
Less: Depreciation......................................................................................... |
118.71 |
148.75 |
|
Profit before Taxes ......................................................................................... |
(1140.41) |
(400.13) |
|
Current Tax..................................................................................................... |
â |
â |
|
Profit after Taxes............................................................................................ |
(1140.41) |
(400.13) |
|
Balance brought forward from previous year............................................... |
4090.61 |
5092.77 |
|
Depreciation on account of transitional provision of Schedule II to the Companies Act, 2013.................................................................................... |
_ |
(21.32) |
|
Amount available for Appropriation.............................................................. |
2950.20 |
4671.32 |
|
APPROPRIATIONS : Proposed Dividend on Equity Shares.......................................................... |
482.47 |
482.47 |
|
Corporate Tax on Dividend........................................................................... |
98.24 |
98.24 |
|
Balance of Profit & Loss A/c. carried to Balance Sheet.............................. |
2,369.49 |
4,090.61 |
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, 2015 to 31st March, 2016, which, if approved by the Shareholders at the forthcoming Annual General Meeting to be held on 27th June, 2016, will be paid to those Shareholders whose names appear on the Register of Members of the Company on 10th June, 2016.
|
Current Year 01.04.2015 to 31.03.2016 (Rs.) |
Previous Year 01.04.2014 to 31.03.2015 (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 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 has 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.
The Company is making serious & continued efforts 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.
Delayed revival of the Indian Economy and lack of business confidence has made the year under review challenging for the Real Estate Business coupled with inadequate funding and strict and prolonged regulatory process which leads to delays in obtaining approvals.
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, 2015 to March, 2016, the Company has achieved a Textile Trading turnover of Rs. 612 lakhs in comparison with Rs. 673 lakhs for the previous Financial Year.
The year under review was very lacklustre because of the tight financial situation in the Market. There was lot of competition from decentralized sector. However, the Company is optimistic and plans to increase the sales volume by adding new products in the existing range as well as trying to explore new market segments.
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.
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, 2016. The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made there under.
DIRECTORSâ 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, 2016, 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
The Company has framed a âPolicy for determining Material Subsidiariesâ for identifying material subsidiaries. The web link where policy for determining âMaterial'' subsidiaries is disclosed is http://standardindustries.co/pdf/ PolicyfordeterminingMaterialSubsidiaries.pdf
DONATIONS
During the Financial Year, the Company has contributed a sum of Rs. 72.54 lakhs to various Charitable and Educational Institutions.
DIRECTORS: A) Directors
Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Companies Act, 2013, Shri K. J. Pardiwalla 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.
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.
CHANGE IN THE REGISTRAR & SHARE TRANSFER AGENTS
M/s. Sharepro Services (India) Pvt. Ltd., Registrar and Transfer Agent of the Company was handling physical and electronic Share Registry Work. SEBI, vide its Order dated 22nd March, 2016, has advised all Companies who are clients of Sharepro Services (I) Private Limited to switchover their activities related to a Registrar to an issue and share transfer agent to another Registrar to an issue and share transfer agent registered with SEBI. Pursuant to the SEBI order and on recommendations of the Stakeholders Relationship Committee, the Board of Directors of the Company has appointed M/s. Karvy Computershare Pvt. Ltd. (Karvy), having its Corporate Office at Karvy Selenium Tower B, Plot 31-32, Gachibowli, Financial District, Nanakramguda, Hyderabad, Telangana - 500 032, as the Company''s new Registrar & Share Transfer Agent with effect from 16th May, 2016 which has been informed to BSE Limited and the National Stock Exchange of India Limited, stock exchanges where equity shares of the Company are listed. The Company has also issued a Press Release to that effect.
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.
M/s Deloitte Haskins & Sells LLP Statutory Auditors, have been appointed to certify the adequacy and effectiveness of Internal Financial Control over financial reporting for the Financial Year 2015-16.
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 extract 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, 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 and familiarization programmes attended by Independent Directors are put up on the website of the Company at the link http://www.standardindustries.co/pdf/ FamiliarizationProgrammeforIndependentDirectors.pdf
NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS
During the year 5 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 Regulation 17(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
AUDIT COMMITTEE
The Audit Committee constituted by the Board of Directors of the Company comprises 3 Independent Non-Executive Directors :
Shri F. M. Pardiwalla â Chairman
Shri R. J. Taraporevala â Member
Shri M. L. Apte â 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) and Section 178 of the Companies Act, 2013, 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 web link where Policy on dealing with Related Party transactions is disclosed is http://standardindustries.co/ pdf/PolicyonRelatedPartyTransactions.pdf
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.
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.
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. Nishant Jawasa & Associates, to undertake the secretarial audit of the Company. Report of the Secretarial Auditor is annexed herewith as Annexure E.
RISK MANAGEMENT POLICY
The Company has dissolved the Risk Management Committee as it has been non-functional pursuant to Regulation 21(5) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as the provisions of Risk Management Committee apply only to top 100 listed entities determined on the basis of market capitalization as at the end of the immediate previous financial year.
During the Financial Year under review, a detailed exercise on Business Risk Management was carried out covering the entire spectrum of business operations and the Board has been informed about the risk assessment and minimization procedures. Business risk evaluation and management is an ongoing process with the Company.
CORPORATE GOVERNANCE
Pursuant to Regulation 34(3) read with Schedule V E of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 DISCUSSION AND ANALYSIS
Pursuant to Regulation 34(2)(e) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a Management Discussion and Analysis Report is annexed to this Report.
INSURANCE
All the properties/assets including buildings, furnitureâs/ 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 there under for reappointment as Auditors of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, 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 : 27th April, 2016.
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 Âgoing 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.
Mar 31, 2012
To The Members of Standard Industries Limited.
The Directors hereby present the 115th Annual Report together with the
Audited Statements of Accounts for the Financial Year ended 31st March,
2012.
FINANCIAL RESULTS
Current Year Previous Year
01.04.2011 to 01.04.2010 to
31.03.2012 31.03.2011
(Rs. in lakhs) (Rs. in lakhs)
Gross Operating Profit before
depreciation and tax 53.08 (162.62)
Add: Amount withdrawn from
Revaluation Reserve à 5.58
53.08 (157.04)
Less: Depreciation 88.85 138.87
Profit before Taxes (35.77) (295.91)
Excess provision for taxes in
respect of earlier years 25.71 18.87
Profit after Taxes (10.06) (277.04)
Balance brought forward from
previous year 8,449.72 9,287.50
Amount available for Appropriation 8,439.66 9,010.46
APPROPRIATIONS:
Proposed Dividend on Equity Shares 482.47 482.47
Corporate Tax on Dividend 78.27 78.27
Transfer to General Reserve à Ã
Balance of Profit & Loss A/c.
carried to Balance Sheet 7,878.92 8,449.72
Your Directors recommend the following dividend for the Financial Year
1st April, 2011 to 31st March, 2012, which, if approved by the
Shareholders at the forthcoming Annual General Meeting to be held on
14th August, 2012, will be paid to those Shareholders whose names
appear on the Register of Members of the Company on 30th July, 2012.
Current Year Previous Year
01.04.2011 to 01.04.2010 to
31.03.2012 31.03.2011
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 10gunthas
(approx. 92.25 acres) at Plot No.4 in Trans- Thane Creek Industrial
Area in the villages of Ghansoli and Savali, Taluka Thana, District
Thana, 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 has entered into a Term Sheet dated 17th June, 2011, with
Peninsula Mega City Development Private Limited for development of
balance portion of approximately 62.25 acres of land. The company will
receive an aggregate sum of Rs. 130 Crores spread over a period of five
years and 20% of constructed IT. space/ area in the development.
The year under review still remains extremely challenging for the real
estate business.
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.
The Company has entered into a Memorandum of Understanding (MOU) dated
26th March, 2012, with Stan Plaza Limited (SPL), a wholly-owned
subsidiary, whereby the Company has agreed to transfer 16,825 sq.
metres of TDR relating to 27% of the plot area to SPL for a
consideration of Rs. 403.80 lakhs. As per the terms of the MOU, the
Company, within three months of the date of the MOU, is required to
obtain Development Rights Certificate (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.
TRADING DIVISION
For the Financial Year under review, i.e. April, 2011 to March, 2012,
the Company has achieved a Textile Trading turnover of Rs. 683 lakhs in
comparison with Rs. 729 lakhs for the previous Financial Year.
Due to global economic slow down the textile market is sluggish and the
sale of textile fabrics have been adversely affected. The cotton raw
material prices have crashed and hence fabric prices have dropped by
15% to 20%. It has adversely affected the sales and profit margins. The
Company is concentrating on regular product range such as suiting,
shirting, 2x2 rubia, dhoti, etc. The Company is also in the process of
adding new products in the home textiles. Needless to mention that
quality standards are being maintained at all times to the highest
level.
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,
2012. 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, 2012, 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 sufficient 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, 2012, on a 'going concern' basis.
AUDITOR'S REPORT
The observations of the Auditors referred to in the Auditor's Report
are appropriately dealt with in Note No. 25(q) forming part of the
Financial Statements. Hence, it does not call for further explanation
except as under:
The Company will approach the Statutory Authorities for obtaining the
Development Rights Certificate (DRC).
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, 2012, is included in the Annual
Report.
DONATIONS
During the Financial Year, the Company has contributed a sum of Rs.41.91
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 V. C. Vaidya and
Smt. Divya P. Mafatlal, are due to retire at the ensuing Annual General
Meeting and are eligible for reappointment.
None of the Directors of the Company are disqualified from being
appointed as Directors as specified 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 certificate 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, furniture's/ fixtures,
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 : 24th April, 2012.
Mar 31, 2011
The Directors hereby present the 114th Annual Report together with the
Audited Statements of Accounts for the Financial Year ended 31st March,
2011.
FINANCIAL RESULTS
Current Year Previous Year
01.04.2010 to 01.04.2009 to
31.03.2011 31.03.2010
Rs. in lakhs Rs. in lakhs
Gross Operating Profit before
depreciation and tax (154.52) 1164.60
Add: Amount withdrawn from
Revaluation Reserve 5.58 5.47
(148.94) 1170.07
Less: Depreciation 138.87 111.17
Profit before Taxes (287.81) 1058.90
Provision for Tax:
Current Tax à 185.00
Wealth Tax 8.10 7.60
Excess provision for taxes
in respect of earlier years 18.87 6.95
Profit after Taxes (277.04) 873.25
Balance brought forward from
previous year 9287.50 9021.85
Amount available for Appropriation 9010.46 9895.10
APPROPRIATIONS:
Proposed Dividend on Equity Shares 482.47 482.47
Corporate Tax on Dividend 78.27 80.13
Transfer to General Reserve à 45.00
Balance of Profit & Loss A/c.
carried to Balance Sheet 8449.72 9287.50
Your Directors recommend the following dividend for the Financial Year
1st April, 2010 to 31st March, 2011, which, if approved by the
Shareholders at the forthcoming Annual General Meeting to be held on
4th August, 2011, will be paid to those Shareholders whose names appear
on the Register of Members of the Company on 21st July, 2011.
Current Year Previous Year
01.04.2010 to 01.04.2009 to
31.03.2011 31.03.2010
Re. 0.75 per Equity Share of
Rs. 51- each on 6,43,28,941
Equity Shares [Previous year
Re. 0.75 per Equity Share
of Rs. 51- 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, titie 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 year under review still remains extremely challenging for real
estate business. The real estate market for commercial property still
remains sluggish. Under such critical circumstances, the Company could
not utilize the balance portion of 62.25 acres of land for development
of Information Technology Park, Commercial Offices, Hospitality
Projects, Malls, Banking & Financial Services, etc. in a commercially
viable manner.
The Company is evaluating various proposals and is continuously in
touch with various Real Estate Developers/lnvestors/Fund Managers, for
development of its balance approx. 62.25 acres of land. The Company has
since converted the balance approx. 62.25 acres of land into Current
Asset, i.e. Stock-in-Trade.
TRADING DIVISION
For the present Financial Year, i.e. April, 2010 to March, 2011, the
Company has a Textile Trading turnover of Rs. 729 lakhs in comparison
with Rs. 690 lakhs for the previous Financial Year.
During this Financial Year cotton and other raw material prices have
increased by 30% to 40% and because of this the fabric off take is
affected. The fabric which was being supplied to the Garment Industry
is also adversely affected by the recent changes in duty structure.
Excise duty is imposed on branded garments and this is an additional
burden to the industry.
The Company has started trading in fancy cotton shirting as well as RTS
(ready to stitch) packing for suiting and shirting. Polyester viscose
suiting and shirting range is also popular and due to the good quality
the range is well accepted in the market.
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,
2011. 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 31 st March, 2011, 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 ended 31st
March, 2011, and of the profit or loss of the Company for the period
under review.
3. That the Directors have taken proper and sufficient 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, 2011, on a going concern basis.
SUBSIDIARIES
The Ministry of Corporate Affairs vide its general Circular No. 1/2011
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 Companys subsidiaries for
the financial year ended 31st March, 2011, is included in the Annual
Report.
DONATIONS
During the Financial Year, the Company has contributed a sum of Rs.
27.01 lakhs to various Charitable and Educational Institutions.
DIRECTORATE
Shri K. J. Pardiwalla, Managing Director of the Company, has expressed
his desire not to continue as Managing Director after expiry of his
present term of Office on 1st August, 2011. The Board of Directors
would like to place on record their sense of appreciation for the
valuable services rendered by Shri K. J. Pardiwalla during his
association with the Company.
The Board has appointed Shri D. H. Parekh, as an Additional Director
with effect from 3rd June, 2011. He is also appointed as Whole-time
Director designated as Executive Director with effect from 2nd August,
2011, for a period of 3 years subject to the approval of the
shareholders.
Pursuant to Article 158 of the Articles of Association of the Company
read with Section 256 of the Companies Act, 1956, Shri Russi Jal
Taraporevala and Shri Pradeep R. Mafatlal, are due to retire at the
ensuing Annual General Meeting and are. eligible for reappointment.
None of the Directors of the Company are disqualified from being
appointed as Directors as specified 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 certificate 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 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 : 3rd June, 2011.
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