| Dear Members,
The Directors have pleasure in presenting this Sixty Eighth Annual
report on the affairs of the Company together with the Audited
Statement of Accounts for the year ended on 31st March, 2015
A. The Extract of the Annual Return in form MGT-9:
Pursuant to Section 92(3) of the Companies Act, 2013 and Rule 12(1) of
the Companies (Management and Administration) Rules, 2014
I. Registration and other Details
i. CIN: L65990MH1945PLC004452
ii. Registration Date: 20th June, 1945
iii. Name of the Company: THE STANDARD BATTERIES LIMITED
iv. Category: Company Limited by shares Sub-Category of the Company:
Indian Non-Government Company
v. Address of the Registered Office and contact details: Rustom Court,
Opp. Podar Hospital, Dr. Annie Besant Road, Worli, Mumbai-400030,
Maharashtra, India
Tel: (022) 24919569/24919570
Email: standardbatteries 123@yahoo.co.in
Website:www,standardbatteries.co.in
vi. Whether Listed Company: Yes, Listed on Bombay BSE, Calcutta Stock
Exchange.
vii. Name, Address and Contact details of Registrar and Transfer Agent:
M/s. Sharepro Services (India) Pvt. Ltd.
13 AB Samhita Warehousing Complex, 2nd Floor, Sakinaka Telephone
Exchange Lane, Off Andheri-Kurla Road, Sakinaka,, Andheri (East),
Mumbai - 400 072. Tel.:91-22-6772 0300/400, Fax:91-22-2859 1568 Email:
sharepro@shareproservices.com
II. PRINCIPAL BUSINESS ACTIVITIES
All the business activities contributing 10 % or more of the total
turnover of the Company
Sl. Name and NIC Code of % to total
No. Description of main the Product turnover of the
products Company
1. Dealer of Steel & 51420 100%
Metals
V. INDEBTEDNESS
Indebtedness of the Company including interest outstanding/accrued but
not due for payment
Secured Loans Unsecured
excluding Loans
deposits
Indebtedness at the beginning of the Nil Nil
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii) Nil Nil
Change in Indebtedness during the Nil Nil
financial year
* Addition
* Reduction
Net Change Nil Nil
Indebtedness at the end of the Nil Nil
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii) Nil Nil
Deposits Total
Indebtedness
Indebtedness at the beginning of the Nil Nil
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii) Nil Nil
Change in Indebtedness during the Nil Nil
financial year
* Addition
* Reduction
Net Change Nil Nil
Indebtedness at the end of the Nil Nil
financial year
i) Principal Amount
ii) Interest due but not paid
iii) Interest accrued but not due
Total (i ii iii) Nil Nil
VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. Remuneration to Managing Director, Whole-Time Directors and/or
Manager:
Particulars of Remuneration Mr. F .J. Guzdar Total
(Whole-Time Director) Amount
Gross salary
(a) Salary as per provisions contained 10,36,000 10,36,000
in Section 17(1) of the
Income-tax Act, 1961
(b) Value of perquisites u/s 17(2) 94,610 94,610
Income-tax Act, 1961
(c) Profits in lieu of salary under --- ---
Section 17(3) Income-tax Act,
1961
Stock Option - -
Sweat Equity - -
Commission - -
* as % of profit
* others
Others - -
Total (A) 11,30,610 11,30,610
Ceiling as per the Act (As per Part 30,00,000 30,00,000
B of Schedule V)
B. Remuneration to other Directors:
Particulars of Remuneration Total
Amount
Mr. RAMA Mr. GOBIND
SHANKAR PRASAD
JHAWAR SARAF
Independent Directors
* Fee for attending board / 22,500
committee meetings
* Commission -
* Others - -
Total (1) - 22,500
4. Other Non-Executive Directors - -
* Fee for attending board / 22,500 -
committee meetings
* Commission - -
* Others - -
Total (2) 22,500 -
Total (B) = (1 2) 22,500 22,500
Particulars of Remuneration Total
Amount
Mr. TIPPIRAJAPURAM MS. KUSUM
RAMAMIRDA DADOO
SWAMINATHAN
Independent Directors
* Fee for attending board / 25,000 12,500 60,000
committee meetings
* Commission - - -
* Others - - -
Total (1) 25,000 12,500 60,000
4. Other Non-Executive Directors - - -
* Fee for attending board / - - 22,500
committee meetings
* Commission - - -
* Others - - -
Total (2) - - 22,500
Total (B) = (1 2) 25,000 12,500 82,500
C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD
Particulars of Remuneration Key Managerial Personnel
Company Secretary CFO*
Mr. Vasant Total
Mr. Bhupendra Balkrishna Amount
Narottamdas Shah Gaitonde
Gross salary
(a) Salary as per provisions 90,000/- 1,30,800/- 2,20,800/-
contained in Section
17(1) of the Income-tax Act, 1961
(b) Value of perquisites u/s Nil Nil Nil
17(2) Income-tax Act,
1961
(c) Profits in lieu of salary
under Section 17(3)
Income-tax Act, 1961
Stock Option - - -
Sweat Equity - - -
Commission - - -
* as % of profit
* others
Others Nil Nil Nil
Total 90,000/- 1,30,800/- 2,20,800/-
VII. PENALTIES / PUNISHMENT/ COMPOUNDING OF OFFENCES:
Type Section of the Brief Description Details of
Companies Act Penalty/
Punishment/
Compounding
fees imposed
Penalty Nil Nil Nil
Punishment Nil Nil Nil
Compounding Nil Nil Nil
C. Other Officers in Default
Penalty Nil Nil Nil
Punishment Nil Nil Nil
Compounding Nil Nil Nil
Type Authority [RD/ Appeal made, if
NCLT/Court] any (give details)
Penalty Nil Nil
Punishment Nil Nil
Compounding Nil Nil
C. Other Officers in default
Penalty Nil Nil
Punishment Nil Nil
Compounding Nil Nil
B Number of meeting of the Board:
During the year 2014-15, the Board of Directors met Five times viz. on
30th May, 2014; 12th August, 2014; 26th September, 2014, 14th November,
2014 and 13th February, 2015.
C Directors' Responsibility Statement:
Pursuant to the requirement under Section 134(3)(C) of the Companies
Act, 2013 with respect to Directors' Responsibility Statement, it is
hereby confirmed that:
(i) 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.
(ii) 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 as at March 31, 2015 and of the profit and loss of the
Company for that period.
(iii) The Directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 2013 for safeguarding the assets of the
Company and for preventing and detecting fraud and other irregularities.
(iv) The Directors had prepared the annual accounts on a going concern
basis; and
(v) 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,
(vi) 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,
D. A statement on declaration given by independent Directors under
sub-Section (6) of Section 149;
All Independent Directors have given declarations that they meet the
criteria of independent as laid down under Section 149(6) of the
Companies Act, 2013 and Clause 49 of the Listing Agreement,
E. Company's policy on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-Section
(3) of Section 178;
The Policy of the Company on Directors' appointment and remuneration
including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided under sub-Section
(3) of Section 1 78, is appended as Annexure A to this Report,
F. Comments on Auditors' Report
There are no qualifications, reservations or adverse remarks or
disclaimers made by M/s, B, K, Khare & Co,, Statutory Auditors, in
their report and by M/s, R, N, Shah & Associates, Company Secretary in
Practice, in secretarial audit report,
G. 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,
H Related Party Transactions:
Particulars of contracts or arrangements with related parties referred
to in sub-Section (1) of Section 188 in the form AOC-2: All related
party transactions that were entered into during the financial year
were on an arm's length basis and were in the ordinary course of
business, All Related Party Transactions are placed before the Audit
Committee, Prior omnibus approval of the Audit Committee is obtained
for related party transactions wherever required and the transactions
entered into pursuant to the omnibus approval so granted are placed
before the Audit Committee for reviewing on a quarterly basis,
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website www, standardbatteries,co,in, None of
the Directors has any pecuniary relationships or transactions vis-a-vis
the Company,
Pursuant to clause (h) of sub-Section (3) of Section 134 of the Act and
Rule 8(2) of the Companies (Accounts) Rules, 2014:
1. Details of contracts or arrangements or transactions not at arm's
length basis: Nil
2. Details of material contracts or arrangement or transactions at arm's
length basis:
Name(s) of the Nature of Duration of
related party contracts/ the contracts /
and nature of arrangement/ arrangements/
relationship transactions transactions
Cosepa Fiscal Reimbursed March 31,
Industries Private Following 2018
Limited (Associate Expenditure:
Comapny) * Rent
* Professional
Charges
Mr, F, J, Guzdar Managerial March 31,
(Whole - Time Remuneration 2016
Director)
Name(s) of the Salient terms of the Date(s) of Amount
related party contracts or arrangements approval by paid as
and nature of or transactions including the Board, advances,
relationship the value, if any: if any: if any:
Cosepa Fiscal N,A N,A 303000
Industries Private
Limited (Associate
Comapny)
Mr, F, J, Guzdar N,A N,A 1130610
(Whole - Time
Director)
I Dividend
Your Directors regret their inability to recommend any Dividend for the
year under review,
J. Material Changes between the date of the Board report and end of
financial year
There have been no material changes and commitments, if any, 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,
K. The conservation of energy, technology absorption, foreign exchange
earnings and outgo, in such manner as may be prescribed;
Since the Company has sold its Industrial undertakings to Exide
Industries Ltd,, effective February, 1998, information on conservation
of energy, technology absorption, are no more relevant, There was no
foreign exchange earnings and outgo stipulated under Section 134(3)(m)
of the Companies Act, 2013 read with Rule, 8 of The Companies
(Accounts) Rules, 2014,
L. A statement indicating development and implementation of a risk
management policy for the Company including identification therein of
elements of risk, if any, which in the opinion of the Board may
threaten the existence of the Company;
The Company has in place a mechanism to identify, assess, monitor and
mitigate various risks to key business objectives, Major risks
identified by the businesses and functions are systematically addressed
through mitigating actions on a continuing basis, These are discussed at
the meetings of the Audit Committee and the Board of Directors of the
Company.
The Company's internal control systems are commensurate with the nature
of its business and the size and complexity of its operations, These
are routinely tested and certified by Statutory as well as Internal
Auditors.
M. The details about the policy developed and implemented by the
Company, if any on Corporate Social Responsibility initiatives taken
during the year;
The Company is not required to constitute a Corporate Social
Responsibility Committee as it does not fall within purview of Section
135(1) of the Companies Act, 2013 and hence it is not required to
formulate policy on corporate social responsibility.
N. Statement indicating the manner in which formal annual evaluation
has been made by the Board of its own performance and that of its
Committees and Individual Directors
The formal annual evaluation has been done by the Board of its own
performance and that of its Committee and Individual Directors on the
basis of evaluation criteria specified in the Nomination and
Remuneration policy of the Company, A member of the Board/Committee did
not participate in the discussion of his/her evaluation,
* the financial summary or highlights;
Particulars Year Ended Year Ended
31.03.2015 31,03,2014
Total Income from Operation 16,520,212 9,530,430
Profit before Interest & finance 4,835,367 2,744,391
charges, depreciation & taxation
Less: Interest & finance charges - -
Operating profit before depreciation 4,835,367 2,744,391
& taxation
Less: Depreciation, amortization 113,533 102,864
& impairment of asset
Profit before Exceptional items 4,721,834 2,641,527
Add: Exceptional Items - -
Profit before taxation 4,721,834 2,641,527
Current Tax (3,035,081) (2,523,000)
Prior year Tax Provisions - 17,802,355
Deferred Tax Liability - -
Profit after taxation 1,686,753 (17,683,828)
Add: Balance brought forward (79,038,486) (61,354,658)
Profit / (Loss) available for (77,351,733) (79,038,486)
appropriation
Less: Appropriation: - -
Transfer to General Reserve - -
Interim Dividend - -
Tax on Interim Dividend -
Proposed Dividend - -
Provision for Tax on Proposed - -
Dividend
Less: Additional depreciation 13,578 -
charged due to change in useful life
Balance carried forward to Balance 77,365,311 (79,038,486)
Sheet
The operations of the Company have shown improvement as compared to the
previous year. The Company has achieved a turnover of Rs. 6,312,068/-
during the year under report as compared to Rs. 1,542,572/- during the
previous year reflecting a growth of 309.19 % over the previous year.
The net profit of the Company during the year amounted to
Rs.1,686,753/- compared to net loss of Rs.17,683,828/- in the previous
year.
* a report on the performance and financial position of the associate
Companies included in the consolidated financial statement is
presented.
* the change in the nature of business, if any; : N.A
* the details of Directors or key managerial personnel who were
appointed or have resigned during the year;
The Board of Directors had appointed Ms. Kusum Dadoo as an additional
Woman Director with effect from September 26, 2014 and the same is been
recommended by the Board to be approved by the members in the Sixty
Eighth Annual General Meeting. At the Sixty Seventh Annual General
Meeting the Members had also appointed the existing Independent
Directors viz. Mr. Gobind Prasad Saraf (DIN: 00206447) and Mr.
Tippirajapuram R. Swaminathan for five consecutive years for a term
upto 31st March, 2019.
During the year Mr. Vinod Kumar Singhi ceased to be associated with the
Company on account of his resignation as Director of the Company w.e.f.
May, 16, 2014.
During the year Company had appointed Mr. Vasant B. Gaitonde as a
Chief Financial Officer of the Company w.e.f. September, 29, 2014.
During the year the Company appointed Mr. Bhupendra N. Shah as a
Company Secretary and Compliance Officer w.e.f. September 29, 2014.
Re-appointments
As per the provisions of the Companies Act, 2013 and the Articles of
Association of the Company, Mr. Farok J. Guzdar (DIN 00205930) will
retire in the ensuing Annual General Meeting and being eligible,
seek re-appointment. The Board of Directors recommends his
re-appointment.
* the names of Companies which have become or ceased to be its
subsidiaries, joint ventures or associate Companies during the year;:
N.A
* the details relating to deposits, covered under Chapter V of the Act:
NA
* the details of deposits which are not in compliance with the
requirements of Chapter V of the Act: N.A
* the details of significant and material orders passed by the
regulators or courts or tribunals impacting the going concern status
and Company's operations in future: N.A
* the details in respect of adequacy of internal financial controls
with reference to the Financial Statements.
Auditors:
M/s. B. K. Khare & Co., Chartered Accountants, Mumbai, the existing
Auditors of the Company retires at the forthcoming Annual General
Meeting and is eligible for re-appointment.
The Company has received a certificate from the statutory auditors to
the effect that their re-appointment, if made, would be within the
limits prescribed. The statutory auditors have also confirmed that they
hold a valid certificate issued by the "Peer Review Board" of The
Institute of Chartered Accountants of India.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013:
In order to prevent sexual harassment of women at work place the Company
has adopted a policy for prevention of Sexual Harassment of Women at
workplace and has set up Committee for implementation of said policy
under the Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013 and during the year Company has not
received any complaint of such harassment,
Disclosure pursuant to Section 197(12) of the Companies Act, 2013 read
with rule 5 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014.
Requirements of Rule 5(1) Details
(i) the ratio of the remuneration Mr, Farok J, Guzdar - 2,
of each Director to the 16 : 1 W.T.D.
median remuneration of the
employees of the Company for
the financial year;
(ii) the percentage increase in Mr, Farok J, Guzdar - No
remuneration of each Director, Increase
Chief Financia| Officer, Chief Mr, Vasant B, Gaitonde - Not
Executive Officer, Company Applicable as there was no such
Secretary or Manager, if any, post last year
in the financial year; Mr, Bhupendra N, Shah - Not
Applicable as there was no such
post last year
iii) the percentage increase in No increase
the median remuneration of
employees in the financial year;
(iv) the number of permanent 3 employees as on 31st March,
employees on the rolls of 2015
Company;
(v) the explanation on the Average increase in remuneration
relationship between average of all employees was Nil % for
increase in remuneration and the year 2015,
Company performance;
(vi) comparison of the remuneration The remuneration of all the
of the Key Managerial KMP's are much below the overall
Personnel against the performance ceilings under the Companies
of the Company; Act, 2013, The Company's
profit during the year has
increased and the
remuneration of all the
KMP's has not been increased
during the year,
(vii) variations in the market As on As on %
capitalization of the Company, 31,03, 2014 31,03, 2015 incr
price earnings ratio as at the ease
closing date of the current
financial year and previous Share Price
financial year and percentage
increase over decrease in the BSE 7,40 7,18 (2,97%)
market quotations of the Calcutta Not Not Not
shares of the Company in traded traded traded
comparison to the rate at which
the Company came out with the Stock Exchange
last public offer
The Company has not made any
public issue or right issue
of the securities in the last 15
years, so comparison have not
been made of current share price
with public offer price,
The Company's shares are listed on
Bombay and Calcutta
Stock Exchanges,
(viii) average percentile No increase in Salaries of Employees
increase already made in the during the Financial Year 2014-15,
salaries of employees other
than the managerial personnel
in the last financial year and
its comparison with the
percentile increase in the
managerial remuneration and
justification thereof and point
out if there are any exceptional
circumstances for increase in
the managerial remuneration;
(ix) comparison of the each The remuneration of Key
remuneration of the Key Managerial Personnel has not been
Managerial Personnel against the increased in 2014-15, compared
performance of the Company; to 2013-14, whereas the
Profit Before Tax and
exceptional items increased by
78,75% in 2014-15, compared
to 2013-14,
(x) the key parameters for any There is no variable component
variable component of of remuneration availed by
remuneration availed by the any of the Directors
Directors;
(xi) the ratio of the remuneration The Whole-Time Director is the
of the highest paid Director to highest paid Director,
that of the employees who are not
Directors but receive No employee received remuneration
remuneration in excess of the higher than the Whole-
highest paid Director during Time Director
the year; and
(xii) affirmation that the Remuneration paid during the year
remuneration is as per the ended March 31,2015
remuneration policy of the Company, is as per Remuneration policy of
the Company
None of the employee has received remuneration exceeding the limit as
stated in rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014
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, the Company has appointed M/s, R, N, Shah &
Associates, a firm of Company Secretaries in Practice to undertake the
Secretarial Audit of the Company, The Report of the Secretarial Audit
Report is annexed herewith as "Annexure B",
* Composition of Audit Committee:
The present Audit Committee consists of the following Directors:
1, MR, T, R, SWAMINATHAN, CHAIRMAN
2, MR, R, S, JHAWAR
3, MS, KUSUM DADOO
4, MR, GOBIND PRASAD SARAF
5, MR, F, J, GUZDAR - WHOLE-TIME DIRECTOR
* Vigil Mechanism/Whistle Blower Policy:
The Company has established a Vigil Mechanism/Whistle Blower Policy for
Directors and employees to report their genuine concerns,
* Dematerialization
More than 86,51% of the shares of the Company are in dematerialized
form, Your Directors request all the members who have not yet got their
holding dematerialized to do so to enable easy trading of the shares as
the shares of the Company are compulsorily traded in dematerialized
form.
* Following details are also available on the website of the Company
i.e on www.standardbatteries.co.in
1, The details of such familiarisation programmes
2, The policy on Related Party Transactions
* Management Discussion and Analysis Report:
In terms of the provisions of Clause 49 of the Listing Agreement, the
Management's discussion and analysis is set out in this Annual Report,
* Acknowledgments:
Your Directors take this opportunity to place on record their
appreciation and sincere gratitude to the Government of India,
Government of Maharashtra, Authorities and the Bankers to the Company
for their valuable support and look forward to their continued
co-operation in the years to come,
Your Directors acknowledge the support and co-operation received from
the employees and all those who have helped in the day to day
management,
For and on behalf of the Board of Directors
Place: Mumbai
Dated: May 29, 2015
FAROK JIMI GUZDAR
(DIN: 00205930)
Whole-Time Director
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