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Directors Report of Standard Shoe Sole & Mould (India) Ltd.

Mar 31, 2015

Dear Shareholders.

On behalf of the Board of Directors, it is our pleasure to present the 39th Annual Report together with the Audited Statement of Accounts of M/s Standard Shoe Sole and Mould India Limited ('the Company") for the year ended March 31. 2015.

Financial Performance

The summarized standalone results of your Company are given in the table below.

Particulars Financial Year ended

Standalone 31/03/2015 31/03/2014

Total Income 2575340 9489198

Profit/loss) before Interest, Depreciation & Tax (EBITDA) (242985) 542280

Finance Cost 43119 43294

Depreciation 0 0

Provision for Income Tax (including for earlier years) 0 0

Net Profit/(Loss) After Tax (286104) 498986

Profit/(Loss) brought forward from previous year 0 0

Amount transferred consequent to Scheme of Merger 0 0

Profit/(Loss) carried to Balance Sheet (286104) 498986

* previous year figures have been regrouped/rearranged wherever necessary.

Summary of Operations

During the year, the net revenue from operations of your Company decreased by 75.20%, from Rs 8850852 to Rs. 2194705- For F.Y. 2015, your Company's loss after tax stood at Rs. 286104 vis- a-vis profit of Rs. 498986 in the previous year, registering a decline of 157.34%.

Business Review & State of Company Affairs:

The company was incorporated on 19th July, 1973 as a Private Limited Company and converted into a public limited company on 24th December, 1981.

It would manufacture processed dyes and chemicals like liquid dyes, tanning agents, soaking agents, etc.

The company started off as a distributor for the leather chemicals manufactured by Sandoz (India) Ltd. Besides the same, the company entered into the manufacture of leather chemicals.

The Company had filed a reference on 02nd August, 1996 with the Board for Industrial and Financial Reconstruction (BIFR) in terms of Section 15 of Sick Industrial Company within the meaning of Section 3( 1X0) of Sick Industrial Companies Special Provision Act, 1985. Subsequently After had ordered for winding up of the Company. The Company had referred the matter to the Hon'ble High Court at Calcutta and obtained a Stay order against the Order of AAIFR.

Thereafter the company has not been much into operations though efforts are being made to revive the operations of the Company. The Company had some transaction relating to saree trading and is also restructuring its finances to mitigate the liabilities of the Company.

Further, the following events occurred between the end of the financial year of the company to which the financial statements relate and the date of the report is as under:-

a. appointed Mr. Arun Kumar Rathi as the CFO of the Company on 31.03.2015 and looks forward to benefiting from his expertise, knowledge and experience.

b. The Company had also changed its registered office on 30.01.2015 from 4/1B, Radhanath Choudhury Road, Rentally, Kolkata-700015 to 95. Park Street, 2nd Floor, Kolkata - 700016.

In order to align with the requirements of Companies Act, 2013 and the Listing Agreement entered into by the Company with the Stock Exchange, the Company framed and implemented the following policies:

a. Vigil Mechanism Policy

b. Policy for formal annual evaluation by the Board of its own performance, that of its committees and individual directors

c. Risk Management Policy

d. Policy on related party transactions

e. Code of Conduct for Directors and Senior Management

f. Code of Conduct for prevention of Insider Trading for 'designated employees'.

g. Code of Practices and Procedures for fair disclosure of unpublished price sensitive information.

h. Code of Conduct to Regulate, Monitor and Report Trading by insiders.

i. Policy for prevention of sexual harassment at Workplace.

j. Policy on Board Diversity

k. Policy on directors' appointment and remuneration of the directors, key managerial personnel and other employees including criteria for determining qualifications, positive attributes, independence of a director and other matters.

l. Plan for orderly succession for appointments to the Board and to senior Management.

There has been no capital expenditure during the FY 2014-15

Industry Scenario

The footwear sector is a very significant segment of the leather industry in India: rather it is the engine of growth for the entire Indian leather industry.

India is the second largest global producer of footwear after China, accounting for 13% of global footwear production of 16 billion pairs. India produces 2065 million pairs of different categories of footwear (leather footwear - 909 million pairs, leather shoe uppers - 100 million pairs and non- leather footwear - 1056 million pairs). India exports about 115 million pairs. Thus, nearly 95% of its production goes to meet its own domestic demand.

The major production centers in India are Chennai, Ranipet, Ambur in Tamil Nadu. Mumbai in Maharastra, Kanpur in U.P., Jalandhar in Punjab, Agra, Delhi, Karnal, Ludhiana, Sonepat, Faridabad, Pune, Kolkata, Calicut and Emakulam. About 1.10 million are engaged in the footwear manufacturing industry, US Retail giant Wal-Mart has also begun sourcing footwear from India since the last two years.

The Footwear sector is now de-licensed and de-reserved, paving the way for expansion of capacities on modern lines with state-of-the-art machinery. To further assist this process, the Government has permitted 100% Foreign Direct Investment through the automatic route for the footwear sector.

Conducive Investment climate towards attracting overseas investments and increasing cost competitiveness.

The Government of India is setting up dedicated Footwear Complex and Footwear Components Part where footwear clusters are located.

There has been active interest in collaborating with Indian Footwear companies from European countries like Italy, Spain and Portugal.

India has state-of-the-art manufacturing plants. The footwear sector has matured from the level of the manual footwear manufacturing method to the automated footwear manufacturing systems, Footwear production units are installed with world class machines. Manned by skilled technicians, these machines help to turn any new innovative idea into reality. Support systems created for the sector have indeed served the footwear industry well. India has a well developed footwear component manufacturing industry. The future growth of the footwear industry in India will continue to be market-driven, and oriented towards ETJ and US markets. With technology and quality of the footwear improving year after year, Indian Footwear industry is stamping its class and expertise in the global footwear trade.

Outlook

The Company shall look for opportunities to revive its operation and check its feasibility under current scenario of the Company.

Reserves

The Company proposes to carry Nil to reserves.

Dividend

Your Directors have not recommended any dividend for FY 2014-15.

Details of Board Meeting

During the year, 7 number of Board meetings were held, details of which are given below:

Date of the meeting No. of Directors attended the meeting

14,04.2014 4

28.04.2014 4

29.05.2014 4

12.08.2014 4

12.11.2014 4

30.01.2015 4

31.03.2015 4

Capital/ Finance

During the year, the Company had not allotted any Equity Shares on rights/ preferential/ private placement basis.

The Company has also not allotted any Preference Shares/ Debentures.

As on 31st March, 2015, the issued, subscribed and paid up share capital of your Company stood at Rs.5,18,15,000 /-. comprising 5181500 Equity shares of Rs. 10/- each.

Declaration of Independence

The Company ahas received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and revised Clause 49 of the Listing Agreements with Stock Exchanges.

Corporate Social Responsibility

As per section 135 of the Companies Act, 2013 every company having net worth of rupees five hundred crores or more, or turnover of rupees one thousand crore or more or a net profit of rupees five crores or more during any financial year shall constitute a Corporate Social Responsibility Committee of the Board consisting of three or more directors, out of which at least one director shall be an independent Director.

Since the Company does not fulfill the requirements of the criteria, the same is not applicable to us. Extract of Annual Return Pursuant to section 92(3) of the Companies Act, 2013 ('the Act') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is Annexed as Annexure 1.

Committees of Board

The details of composition of the Committees of the Board of Directors are as under

a. Audit Committee

SI. No. Name Chairman/ Members

1. Mr. Kausik Mukherjee Chairman (Non Executive Independent Director)

2. Mr. Bhupinder Kumar Mehta Member (Non Executive Independent Director)

3. Mrs. Ananya Dey Member (Executive Director)

During the year, the Committee had met on 28.05.2014, 11.08.2014, 10.11.2014, 29.01.2015 and 30.03.2015

- Vigil mechanism

Pursuant to the requirement of the Act, the Company has established vigil mechanism for Directors and employees to report their genuine concerns, details of which have been given in the Corporate Governance Report annexed to this Report. The policy can be accessed on the Company's website.

b. Nomination & Remuneration Committee

Sl No. Name Chairman/ Members

1. Mr, Bhupinder Kumar Mehta Chairman (Non-Executive Independent Director)

2. Mr. Bal Kishan Das Member (Non Executive Director)

3. Mr. Kausik Mukherjee Member (Non Executive Independent Director)

During the year, the Committee had met on 16.04.2014, 12.08.2014, 29.09.2014 and 30.03.2015.

c. Corporate Social Responsibility Committee : Not Applicable

d. Stakeholders Relationship Committee

SI. No. Name Chairman/Members

1. Mr. Bal Kishan Das Chairman (Non Executive Director)

2. Mr. Kausik Mukherjee Member (Non Executive Independent Director)

3. Mrs. Ananya Dey Member (Executive Director)

During the year, the Committee had met on 28.05.2014, 12 08.2014, 12,11.2014, 29.01.2015 and 28.03.2015.

e. Risk Management Committee

SI. No. Name Chairman/ Members

1. Mrs. Ananya Dey Executive Director

2. Mr. Bal Kishan Das Non Executive Director

3. Mr. Kausik Mukherjee Non Executive Independent Director

During the year, the Committee had met on 16.04.2014

Awards and Recognition.

Your Company has not received any awards and accolades from the Government and non- government all organizations/associations.

Directors' Responsibility Statement

Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

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

(c) the directors had taken proper and sufficient crore for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis; and

(e) the directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

Statutory Auditors, their Report and Notes to Financial Statements

In the last AGM held on 29.09.2014. M/s. Mukherjee Sanyal & Co.. Chartered Accountants have been appointed Statutory Auditors of the Company for a period of 5 years which we seek to rectify in this Annual General Meeting to be made pursuant to section 139(2) of Companies Act, 2013, Ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing AGM.

M/s. Mukherjee Sanyal & Co., Chartered Accountants (Registration No. 307039E), Kolkata. hold office until the conclusion of the Annual General Meeting to be held for the financial year 2016-17, subject to ratification of their appointment by the members at every Annual Genera! Meeting. They have confirmed to the Company that their appointment, if ratified by the members at the ensuing 39th Annual General Meeting, would be within the limits prescribed under Section 141 of the Companies Act, 2013 and that they are not disqualified from appointment within the meaning of the said Act

Further, the report of the Statutory Auditors along with notes to Schedules is enclosed to this report. The observations made in the Auditors* Report are self-explanatory and therefore do not call for any further comments.

Cost Audit

As per the Cost Audit Orders, Cost Audit is not applicable to the Company's products/ business of the Company for the FY 2014-15

Secretarial audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Manish Jain, Practicing Company Secretary of M/s Jain M & Associates, Practicing Company Secretary have been appointed Secretarial Auditors of the Company. The report of the Secretarial Auditors is annexed to this report. The report is self-explanatory and do not call for any further comments.

Related party transactions

There are no materially significant related party transactions entered into by the Company with its Promoters, Directors, Key Managerial Personnel or other designated persons, which may have a potential conflict with the interest of the Company at large.

There are no details of transactions entered into with the Related Parties.

The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms' length basis or material in nature. Hence the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the rules framed there under. Your Directors draw attention of the shareholders to Note No. 20 of the financial statement which sets out related party disclosures.

Particulars of loans, guarantees or investments under Section 186

The Company has not provided any loan to any person or body corporate or given any guarantee or provided security in connection with such loan or made any investment in the securities of any body corporate pursuant to Section 186 of the Companies Act 2013.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

Your Company continuously invests and is working towards attraction, retention and development of talent on an ongoing basis, A number of programs that provide focused people attention are currently underway. Your Company thrust is on the promotion of talent internally through job rotation and job enlargement.

Statement containing salient features of financial statements of subsidiaries

Pursuant to sub-section (3) of section 129 of the Act, the statement containing the salient feature of the financial statement of a company's subsidiary or subsidiaries, associate company or companies and joint venture or ventures is required to be given in format as specified.

Further, brief about the business of the each of the Subsidiaries and Associates is also required to be given.

However, it is mentioned here that the Company does not have any Subsidiary, Associate or Joint Venture and as such the details not provided.

Risk Management Police

In terms of the requirement of the Act, the Company has developed and implemented the Risk Management Policy and the Audit Committee of the Board reviews the same periodically.

The Company has in place a mechanism to inform the Board about the risk assessment and minimization procedures and periodical review to ensure that risk is controlled by means of a properly defined framework. In the Board's view, there are no material risks, which may threaten the existence of the Company.

Declaration by independent directors

Mr. Kausik Mukherjee and Mr. Bhupinder Kumar Mehta are independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfils the conditions specified in section 149 of the Act and the Rules made there under about their status as IDs of the Company.

Company's policy on appointment and remuneration

Policy on Directors' appointment and remuneration of key managerial personnel

The policy on Directors1 appointment and remuneration including the criteria for determining the qualifications, positive attributes, independence of a Director and other matters provided under Section 178(3) of the Companies Act, 2013 form part of the Nomination & Remuneration Committee policy of the Company, which is appended as Annexure3 to this Report

Performance Evaluation of the Board

Pursuant to the provisions of the Companies Act. 2013 and Clause 49 of the Listing Agreement, the Company has devised a policy containing criteria for evaluating the performance of the Independent. Non-Executive and Executive Directors, Board and Committees. Feedback was sought by way of a structured questionnaire covering various aspects of the Board's functioning, such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance. The manner in which the evaluation has been carried out has been explained in the Corporate Governance Report, forming part of this Annual Report.

Significant and material orders passed by the regulators

The relevant pending litigation with regulators or courts has been disclosed as Contingent Liabilities in note no. 16(i) of the notes to the financial statements for the year ended 31st March, 2015. There arc no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations

Material changes and commitments affecting the financial position of the Company

There have been no material changes and commitments affecting the financial position of the Company which leave occurred between the end of the financial year of the Company to which the financial statements relate and the date of the report,

Internal financial controls

The internal financial controls with reference to the Financial Statements are commensurate with the size and nature of business of the Company. Your Company has established adequate internal financial control systems to ensure reliable financial reporting and compliance with laws and regulations. All resources are put to optimal use and adequately protected against any loss. All transactions are authorized, recorded and reported correctly. Policies and guidelines of your Company are being adhered to and improvements in process efficiencies and effectiveness are being carried out on an ongoing basis. For more details, please refer to the Management Discussion & Analysis Report forming part of this Annual Report,

Holding and Subsidiaries:

Your Company is not a Holding Company or Subsidiary to any other Company.

Directors & Key Managerial Personnel

Mr. Bal Kishan Das, Director retires by rotation at the forthcoming Annual General Meeting and being eligible, offer himself far reappointment.

Mr. Arun Kumar Rathi has been appointed as Chief Financial Officer with effect from 31.03.2015.

Transfer of Amounts to Investor Education and Protection Fund

Your Company did not have any funds lying unpaid or unclaimed for a period of seven years. Therefore there were no funds which were required to be transferred to Investor Education and Protection Fund (1EPF).

Fixed Deposits

Your Company has not invited, accepted or renewed any fixed deposits from the public as at 31st March, 2015 and accordingly there is no principal or interest outstanding in respect thereof.

Management Discussion & Analysis Report

In terms of Clause 49 of the Listing Agreements with the Stock Exchanges, the Management Discussion & Analysis Report comprising an overview of the financial results, operations / performance and the future prospects of the Company is appended to this Report.

Corporate Governance

Your Company is committed to maintaining the highest standards of Corporate Governance. Your Company has complied with the Corporate Governance requirements as per Clause 49 of the Listing Agreements with the Stock Exchanges. A separate report on Corporate Governance as stipulated under Clause 49 of the Listing Agreements along with a Certificate of Compliance from the Statutory Auditors, forms part of this report,

Particulars of Employees

The particulars of employees required to be furnished pursuant to Section 197(12) of the Companies Act, 2013 read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is Annexed as Annexure2. However, as per the provisions of Section 136 of the Companies Act, 2013, read with sub-rules 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Annual Report excluding the statement <5f particulars of employees, is being sent to all members of the Company. Any member interested in obtaining a copy of the said statement may write to the Company Secretary at the Registered Office of the Company.

Prevention of Sexual Harassment at Work place

The Company has in place a Policy for Prevention of Sexual Harassment at Workplace in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this Policy.

The following is a summary of sexual harassment complaints received and disposed of during the year 2014- 15:

(a) Number of complaints of sexual harassment received during the year - 0

(b) Number of complaints disposed off during the year —0

(c) Number of cases pending for more than 90 days-Nil

(c) (foreign exchange earnings and Outgo

During the year, the total foreign exchange used was Nil and the total foreign exchange earned was Nil.

Acknowledgement

Your Directors place on record their appreciation for employees at all levels, who have contributed to the growth and performance of your Company.

Place: Kolkata For & on behalf of the Board of Director

Date : 23/05/2015 Mrs. Ananya Dey Mr. Kausik Mukherjee

Director Director

DIN: 01297763 DIN: 03191070

Marik Para, 17 Vill & P.O. Janai

Nowapara, Malipara

North 24 Paraganas Hooghly-712304,

Barrackpore-743144


Mar 31, 2012

To, The Members

The Directors'' present the Annual report on the business and operations of your Company for the year 2011-12.

FINANCIAL RESULTS AND OPERATIONAL REVIEW:

Year Ended Year Ended Particulars 31.03.2012 31.03.2011 (Rs.) (Rs.)

Gross Sales/Income 1364140 2321984

Less Depreciation - -

Profit/(Loss) before Tax 984217 1902825

Taxes/Deferred Taxes - -

Profit/(Loss) After Taxes 984217 1902825

Your Directors feel pleasure to report increase in the turnover and registering profit after tax of Rs. 984217 which was made possible through inserting capital equipment last year and better production planning. Directors are exploring various other opportunities to further improve the working results during the current year.

PARTICULARS OF EMPLOYEES:

There is no employee receiving salary of Rs. 60 Lac per annum or Rs. 5 Lac per month, during the 12 Months period ended 31st March, 2012, the details as required to be furnished under, section 217(2A) of the companies Act 1956 read with the Companies (Particulars of employee) Rules, 1975 as amended.

DIRECTORS:

Mr. Kausik Mukherjee Director of the Company is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re- appointment. Mr. Tapan Kumar Roy resigned from the post of Whole Time Directorship through his resignation letter dated 24th August, 2012 and he will continue as a Director of the w.e.f. 24/08/2012 .

Mrs. Ananya Dey Director of the company is appointed as a whole time director by the Board through its meeting held on 25th August ,2012 subject to the approval of shareholders of the company as per the terms and condition set out between the company and Mrs. Ananya Dey.

DIVIDEND:

No Dividend has been declared for the year ended 31st March. 2012.

RESPONSIBILITY STATEMENT:

As required u/s 217(2AA) of the Companies Act, 1956 your Director confirms that in the preparation of the annual accounts.

The applicable accounting standards have been followed along with proper explanation relating to material departures.

Such accounting policies have been selected and applied consistently and reasonable and prudent judgments and estimates made, 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 the profit/loss of the company for that period.

Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

The annual accounts have been prepared on a going concern basis.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE:

As required under rule 3 of the companies (Disclosure of Particulars in the report of Board of Directors) Rules 1998, the particulars relating to the conservation of energy, Technology absorption, and the foreign exchange earnings and outgo are also Nil.

APPOINTMENT OF AUDITORS:

M/s. Mukherjee Sanyal & Co., Chartered Accountants, Kolkata, the retiring auditors being eligible offer themselves for re-appointment. Members are requested to appoint them as auditors of the company.

PUBLIC DEPOSITS

The Company has not accepted any deposits from the public during the year under review. Your Company is listed with the Bombay Stock Exchange, Madras Stock Exchange, Kolkata Stock Exchange & Delhi Stock Exchange.

MANAGEMENT DISCUSSION AND ANALYSIS:

Management discussion and analysis Report, pursuant to Clause 49 of the Stock Exchange Listing agreement, forms part of this Report and the same is annexed hereto.

REPORT ON CORPORATE GOVERNANCE:

A separate Report on Corporate Governance along with Certificate from Auditors on its compliance as annexed hereto.

SEGMENT:

Your Company is engaged in a single segment only. .

ACKNOWLEDGEMENT:

The .management is grateful to the government authorities, Bankers, Vendors for their continued assistance and co-operation. The directors also wish to place on record the confidence of members in the company.

For & on behalf of the Board of Director

Date: 25/08/2012

Place: Kolkata Director Director

 
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