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Directors Reports

To,

The Members

The Directors present the Thirty Fifth Annual Report together with the Audited Financial Statements for the Financial Year ended March 31st, 2024.

1. Financial Results (Rs. in Lakh)

Particulars

Current Year ended 31.03.2024 Previous year ended 31.03.2023
Revenue from Operations 13099.28 15242.26
Other Income 36.78 70.14
Total Income 13136.06 15312.40
Profit before Interest & Depreciation 338.99 373.12
Finance Cost 114.79 120.52
Depreciation 39.00 43.32
Profit/(loss) before Tax 185.20 209.28
Profit/(loss) before exceptional items 185.20 209.28
Tax Expenses:
Current Tax 40.98 57.32
Deferred Tax (3.87) (3.87)
Profit for the period 148.09 155.83
other comprehensive income 0.15 3.4
Total comprehensive income for the period 148.24 159.23

2. Operational Review:

During the year under review following were the operational performance of the company:

a) Revenue from operations decreased from Rs. 15242.26 Lakh to Rs. 13099.28 Lakh in comparison to previous year (according to IND- AS Financial Statements).

b) Net profit of the company has decreased from Rs. 159.23 Lacs to Rs. 148.24 Lacs.

c) Finance cost decreased from Rs. 120.52 Lacs to Rs. 114.79 Lacs as compared to the previous year.

d) Depreciation and amortization expenses decreased from Rs. 43.32 Lakh to Rs. 39.00 Lakh as compared to the previous year.

e) Reserves of the company increased from Rs. 1240.75 lakh to Rs. 1388.99.

f) Highlights of the performance of the company has been discussed in detail in Management Discussion and Analysis report attached herewith.

3. Dividend:

Based on Company's performance and in order to conserve resources, your directors do not recommend any dividend for the year.

4. Public Deposits

The Company has not accepted any deposits from the public by invitation during the year.

5. Board of Directors and Key managerial Persons:

During the year under review, Mr. Sahajdeep Singh Tuteja was appointed as Additional Director to the board of company and was further regularized/appointed as Independent Director at the board of company by the members in 34th Annual General Meeting held last year. In addition to the above, Mr. Atul Kumar Garg is retiring by rotation at the ensuing Annual General Meeting and is eligible for re-appointment. Mr. Atul Kumar Garg has been guiding the company's financials and trading for about 32 years. Under his able leadership company's performance has been improved significantly. And, during the reporting year, Ms. Muskan Gupta was appointed as Company Secretary & Compliance Officer w.e.f. 01.06.2023 and she resigned on 09.10.2023. Further Mr. Shubhank Mishra was appointed as Company Secretary & Compliance Officer w.e.f. 10.11.2023. However, Mrs. Bijal Yogesh Durgavale (DIN: 07403891) resigned from the board on 30.07.2024. Necessary disclosures in this regard were made to Stock Exchange.

6. Director's Responsibility Statement:

Pursuant to Section 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, state the following:

a) that in the preparation of the annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently and judgment and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2024 and of the profit of the Company for the year ended on that date;

c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d) that the annual financial statements have been prepared on a going concern basis;

e) that proper internal financial controls were in place and that the financial control were adequate and were operating effectively;

f) that proper systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

7. Change in Share Capital of the Company:

During the Financial under review, the company has converted 5,97,000 (Five Lakh Ninety-Seven Thousand) share warrants into equal no. of equity shares of Rs. 10/- each at a premium of Rs. 32/- per share in compliance with the Companies Act, 2013 and the SEBI Regulations as applicable. Therefore, the paid-up capital of the company increased from Rs. 7,62,96,200.00 to Rs. 8,22,66,200.00 as on the end of financial year 2023-24.

8. Meetings during the year:

The Board met Seven (7) times during the financial year ended on 31st March, 2024. The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as "Listing Regulations"). Further the Composition of Board, number and attendance of each director in various Committees of Board is as required in accordance with Secretarial Standard-1 on Board Meetings and Listing Regulations.

9. Details of fraud reported by the Auditors under section 143 (12) other than those which are reportable to the Central Government: No such fraud has been reported under section 143(12) of the Companies Act, 2013. 10. Subsidiary, Associates and Joint Ventures:

During the period under review, the Company had no subsidiary, associates & joint ventures, hence the Company is not required to provide a report on the performance and financial position of each of the subsidiaries, associates and joint venture companies included in the financial statements as required under Companies act, 2013.

11. Particulars of Employees:

The information required pursuant to Section 197 read with rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company is enclosed as Annexure-B which forms part of this report.

Further, there were no employee getting salary in excess of the limit as specified under the provisions of Section 197 (12) of the Companies Act, 2013 read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

12. Board Evaluation:

Regulation 10, 19(4) and 20(4) of LODR Regulations mandates that the board shall monitor and review the board evaluation framework. The Companies Act, 2013 states that an annual evaluation needs to be made by the board of its own performance and that of its committees and individual directors, Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The said criteria also contemplate evaluation of the directors based on their performance as director apart from their specific role as independent, non-executive and executive directors as mentioned below: - a) Executive Director, being evaluated as directors as mentioned above, will also be evaluated on basis of targets/criteria given to them by board from time to time as well as their terms of appointment.

b) Independent Director, as director will be evaluated on meeting their obligations connected with their independence criteria as well as adherence with the requirements of professional conduct, roles, etc. applicable to independent directors as described in the Schedule IV of the Companies Act, 2013.

13. Declaration of Independent Directors:

The Independent Directors have submitted their disclosure to the Board that they fulfill all the requirements as stipulated in Section 149(6) of the Companies Act, 2013 so as to qualify themselves to be appointed as Independent Directors under the provisions of Companies Act, 2013 and the relevant rules.

14. Board and its Committees:

During the financial year under review, the Board and its committees were as follows:

Sr. No.

Name of the Committee

Members

Meeting held date
Dr. Rajinder Pal Singh Chairman 30.05.2023

1

Audit Committee

Mr. Pawan Kumar Garg

Member 14.08.2023

Mr. Sahajdeep Singh Tuteja

Member 10.11.2023
13.02.2024

2

Nomination & Remuneration Committee

Dr. Rajinder Pal Singh

Chairman 30.05.2023

Mr. Sahajdeep Singh Tuteja

Member 20.10.2023
Mrs. Bijal Yogesh Durgavale Member
Dr. Rajinder Pal Singh Chairman
Stakeholders Relationship
3 30.05.2023
Committee
Mr. Pawan Kumar Garg Member
Mr. Ankur Garg Member
Mr. Pawan Kumar Garg Chairman 10.10.2023
4 Executive Committee
Mr. Ankur Garg Member 22.02.2024

The Board has accepted all recommendations made by the Audit Committee from time to time.

15. Auditors:

A) Statutory Auditors

During the year under review, M/s Atul Garg & Associates, Chartered Accountants (ICAI Firm Registration No. 01544C) resigned from the position of Statutory Auditors of the company vide their resignation letter dated 14.08.2023 citing the reasons of health issues of senior partner and other reasons.

Based on the recommendations of the Audit Committee, the Board of Directors, at its meeting held on 14th August, 2023 noted and accepted the resignation of M/s Atul Garg & Associates. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing.

In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on August 14, 2023 appointed M/s Mittal Gupta & Co, Chartered Accountants, Kanpur as the Statutory Auditors of the Company under Section 139(8) of the Companies Act, 2013, to fill the casual vacancy consequent to the resignation of M/s Atul Garg & Associates.

Further, the requirement of section 139 (8) of the Companies Act, 2013 was duly met by ratification of appointment of M/s Mittal Gupta & Co. as Statutory Auditors of the company by the members at 34th Annual General Meeting of the company held on 30.09.2023 for the period of five years i.e. from the conclusion of 34th AGM to the conclusion of 39th AGM to be held in the year 2028.

The Audit for FY 2023-24 was conducted by M/s Mittal Gupta & Co. and there are no qualifications, reservations, adverse remarks or disclaimers made by the Statutory Auditor in their Audit Report. The Notes to the financial statements referred in the Auditors Report are self explanatory and therefore do not call for any comments under Section 134 of the Companies Act, 2013. The Auditors' Report is enclosed with the financial statements in the Annual Report.

B) Secretarial Auditors

The Company had appointed Mr. Sarvesh S. Srivastava, Practicing Company Secretaries as the Secretarial Auditors of your Company for the Financial Year 2023-24. The Secretarial Audit Report is annexed as Annexure -C which forms part of this Report. Further, the Comments made in the Secretarial Auditor's Report are self-explanatory and need no further elucidation.

C) Internal Auditors

The Board appointed CA R.K. Shukla as Internal Auditor of the company at their meeting held on 30.05.2023 but due to his occupancy in other assignments, he resigned from being Internal Auditor vide Resignation Letter dated 11.12.2023. Further, the board in the same meeting appointed M/s BC Jain & Co, Chartered Accountants, Kanpur as the Internal Auditors of the Company for the year 2023-24. D) Cost Auditors

Pursuant to section 148 of the Companies Act, 2013, the Board of Directors on the recommendation of the Audit Committee, appointed M/s Shyam Ji Mishra & Associates, Cost Accountants (Firm Registration Number 002306) as the Cost Auditors of the company for the Financial Year 2023-24 and has recommended their remuneration to the Shareholders for ratification at the 34th Annual General Meeting which was duly approved by shareholders.

M/s Shyam Ji Mishra & Associates, Cost Accountants (Firm Registration Number 002306) have confirmed that their appointment is within the limits of the Section 139 of the Companies Act, 2013, and have also certified that they are free from any disqualifications specified under Section 141 of the Companies Act, 2013. The Audit Committee has also received a certificate from the Cost Auditor certifying their independence and arm's length relationship with the Company. The Cost Audit Report for the financial year 2023-24 is being filed with Ministry of Corporate Affairs.

16. Material changes and commitments, affecting financial position of the company occurring between the end of the financial year and the date of the report.

No material change has occurred affecting the financial position of the company between the end of the financial year of the company and date of the report which this Financial Statements relate and the date of this Report.

However, the company has proposed and is considering expanding its business in existing surfactant market by manufacturing new products in the existing business line.

17. Details of significant material orders passed by the Regulators or Courts or Tribunals impacting the going concern status and company's operations in future:

No such order has been passed against the Company.

18. Internal control system and their adequacy & Business risk management:

The Company has adequate system of internal control with reference to the financial statements. All the transactions are properly authorized, recorded and reported to the Management. The internal auditor of the Company checks and verifies the internal control and monitors them in accordance with Accounting Standards for properly maintaining the books of accounts and reporting financial statement.

Our management assessed the effectiveness of the Company's internal control over financial reporting (as defined in Clause 17 of SEBI Regulations, 2015) as of March 31, 2024. The Statutory Auditors of the company has audited the financial statements included in this annual report and has issued an attestation report on our internal control over financial reporting (as defined in section 143 of the Companies Act 2013).

Our Risk Management framework encompasses practices relating to the identification, analysis, evaluation, treatment, mitigation and monitoring of the strategic, operational, and legal and compliance risks to achieving our key business objectives. The details and its terms of reference are set out in the Management Discussion and Analysis which form part of this report.

19. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and outgo:

The Company has taken adequate steps during the year regarding conservation of energy which has resulted in less consumption of electricity. The particulars relating to the Conservation of Energy, Technology absorption, Foreign Exchange Earnings and Outgo as required u/s 134 (3) (m) of the Companies Act, 2013 are enclosed as Annexure- A which forms part of this Report.

20. Corporate Social Responsibility:

CSR in terms of Section 135 and Schedule VII of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility (Rules), 2014 is not applicable to the company for the period under review.

21. Particulars of Loans, Guarantees and Investments:

Details of Loans and Investments have been provided in the financial statement of the company which forms part of this annual report.

22. Related Party Transactions:

All related party transactions that were entered into during the financial year were on arm's length basis and were in the ordinary course of the business. There were no related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large. Form AOC-2 is annexed as Annexure -D which forms part of this Report.

23. Corporate Governance:

Your Company has always endeavored to adhere to high standards of Corporate Governance and ensured its compliance in both spirit and law.

A detailed report on Corporate Governance is attached herewith as Annexure-E and forms part of this report.

24. Vigil Mechanism (Whistle Blower Policy):

In pursuant to the provisions of Section 177 (9) & (10) of the Companies Act, 2013 read with Rule 7 of the Companies (Meeting of Board and its Powers) Rules, 2014 and SEBI (Listing Obligations and Disclosures Requirement), 2015, a Vigil Mechanism for directors and employee to report genuine concerns about unethical behavior, actual or suspected fraud or violation of the Company's code of conduct or ethics policy has been established.

25. Annual Return:

Pursuant to Section 92(3) of the Companies Act, 2013 read with read with Rule 12 of the Companies (Management and Administration) Rules, 2014, a copy of the Annual Return of the Company for financial year 2023-24 prepared in accordance with Section 92(1) of the Act has been placed on the website at the web link- https://www. standardsurfactants.com.

26. Obligation of company under the Sexual Harassment of woman at workplace (Prevention, Prohibition and Redressal) Act, 2013:

In order to prevent sexual harassment of women at work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013.

Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee.

Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up Committee for implementation of said policy. During the year Company has not received any complaint of harassment.

27. Prevention of Insider Trading:

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company's shares and prohibits the purchase or sale of Company shares by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company. The Board is responsible for implementation of the Code.

28. Company's policy on Director's appointment and remuneration:

The current policy is to have an appropriate mix of executive and independent directors, to maintain the independence of the Board, and separate its functions of governance and management. The Company has duly constituted the Nomination and Remuneration Committee of the Board and the committee which periodically evaluates the requirement for changes in the composition and size of the Board, review remuneration of the Managing Director and Whole-time Director(s) based on their performance and Recommend the policy for remuneration of Directors, KMPs & other senior level employees of the Company and review the same in accordance with performance of the Company and industry trend. The policy is available at the website of the company at https://standardsurfactants.com.

29. Human Resources:

Our Vision and values form the basis of our attitudes and actions. Mutual trust and respect are essential for successful cooperation, which your company demonstrates in all its dealings. By building high levels of commitments and creating a passion for excellence the sustainable progress of your Company is brought about through its people.

30. Code of Conduct:

The Board of Directors has approved a Code of Conduct which is applicable to the Members of the Board and all employees in the course of day-to-day business operations of the company. The Code has been placed on the Company's website www.standardsurfactants.com. The Code lays down the standard procedure of business conduct which is expected to be followed by the Directors and the designated employees in their business dealings and in particular on matters relating to integrity in the work place, in business practices and in dealing with stakeholders. All the Board Members and the Senior Management personnel have confirmed compliance with the Code.

31. Listing:

The Equity share of the company continued to be listed at BSE Ltd.

32. Details of utilization of funds raised through Preferential Allotment or Qualified Institutional Placement as specified under Regulation 32 (7A) of Listing Regulations:

As per the SEBI Circular No. CIR/CFD/CMD1/162/2019 dated December 24, 2019, issued by the SEBI titled

"Format on Statement of Deviation or Variation for proceeds of public issue, rights issue, preferential issue, Qualified Institutions Placement (QIP) etc." and pursuant to Regulation 32 of SEBI (Listing Obligations and

Disclosure Requirements) Regulations, 2015, the Company hereby confirms that there is no deviation or variation in use of proceeds raised through preferential issue. The funds are utilized for general corporate purposes in due course.

33. Maintenance of Cost Records:

The Company has maintained cost records under sub-section (1) of Section 148 of the Companies Act, 2013 as its turnover during the Financial Year under report exceeds the threshold limit prescribed under Rule 3 of the Companies (Cost Records and Audit) Rules, 2014.

34. Reporting of fraud by Auditors:

During the year under review, the Auditors have not reported any instances of frauds committed in the Company by its Officers or Employees to the Audit Committee or to the Board or Central Government under section 143(12) of the Companies Act, 2013.

35. Details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016:

During the year under review, your Company has not made any application nor any proceeding that has been pending in respect of the company under Insolvency and Bankruptcy Code, 2016.

Acknowledgements:

Yours directors would like to express their sincere appreciation of the co-operation and assistance received from shareholders, bankers, regulatory bodies and other business constituents during the year under review.

Your directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staffs, during the year.

By Order of the Board of Directors
of STANDARD SURFACTANTS LIMITED
Sd/- Sd/-
Pawan Kumar Garg Ankur Garg
Chairman & Managing Director Whole-time Director
DIN: 00250836 DIN: 00616599
Date: 06.09.2024
Place: Kanpur