Standard Industries Ltd Directors Report

To

The Members,

Standard Industries Limited.

Your Directors hereby present the 127^th Annual Report together with the Audited Statements of Accounts for the Financial Year ended 31^st March 2024.

FINANCIAL RESULTS (AS ADJUSTED UNDER IND AS)

	Current year 01.04.2023 to 31.03.2024	Previous year 01.04.2022 to 31.03.2023
	( in lakhs)	ft in lakhs)
Profit before Depreciation and tax	(500.29)	2477.56
Less: Depreciation for the current year	257.86	248.96
Profit before Tax	(758.15)	2228.60
Current Tax	—	200.00
Excess/Short Tax Provision of earlier years written back	554.51	—
Profit after Tax	(203.64)	2028.60
Remeasurements of the defined benefit Plans	(69.73)	8.91
Net Profit	(273.37)	2037.51
Balance brought forward from previous year	13,360.63	12931.34
Sub total	13,087.26	14968.85
Less : Interim Dividend @ 16% on 6,43,28,941 Equity Shares for the Financial Year 2022-23 (Previous year 35% for the Financial Year 2021-22)	(514.63)	(1125.75)
Less : Final Dividend @ 5% on 6,43,28,941 Equity Shares for the Financial Year 2022-23 (Previous year 15% for the Financial Year 2021-22)	(160.82)	(482.47)
Balance	12,411.81	13360.63
Less : Interim Dividend @ 10% on 6,43,28,941 Equity Shares for the Financial Year 2023-24 (Liability)	(321.64)	—
Retained Earnings as on 31.3.2024	12,090.17	13360.63

The Board of Directors in their Meeting held on 15^th March, 2024, have declared an interim dividend of 0.50 per equity share of 5/- each for the year ended 31^st March, 2024. Interim dividend is debited during the year ended 31^st March, 2024, as a liability. Further, the Board of Directors have recommended a final dividend of 0.55 per equity share of 5/- each for the financial year ended 31^st March, 2024 and is subject to approval of members at the ensuing Annual General Meeting.

RESULTS OF OPERATIONS & THE STATE OF COMPANY AFFAIRS:

TRADING DIVISION

For the Financial Year April, 2023 to March, 2024 under review, the Company has achieved a textile trading turnover of 1881.48 lakhs in comparison with 1567.65 lakhs for the previous financial year.

The school uniform business is performing well and the Company proposes to reintroduce few products such as bed sheets, towel etc. along with some institutional business and we are hopeful of better performance in the coming years.

PROPERTY DIVISION (REAL ESTATE ACTIVITIES)

The Property Division of the Company comprises assets which are in excess of business needs, which the Company would liquidate based on market conditions.

SALE OF PROPERTY

During the year, the Company has sold 5 Row houses of Sandeep Park Cooperative Housing Society Limited at Deonar, Mumbai at an aggregate consideration of 10 crores.

ACCOUNTS

The Financial Statements of your Company for the financial year 2023-24, are prepared as per Indian Accounting Standards (“IND AS”) and in compliance with applicable provisions of the Companies Act, 2013 (“the Act”), read with the Rules issued thereunder and the provisions of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (SEBI (LODR) 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 31^st March 2024, is 32,16,44,705/- comprising 6,43,28,941 Shares of 5/- each.

During the financial year under review, the Company has not issued any class of securities including shares with differential voting rights, sweat equity shares and has not granted any stock options.

The Company has not bought back any of its securities during the financial year under review.

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

TRANSFER TO RESERVES

During the year under review, there was no amount transferred to any of the reserves by the Company.

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 and primarily undertakes trading activity. Therefore, the business of the Company is not power / technology intensive. Accordingly, there is no information to submit in respect of conservation of energy and absorption of technology. The Company is, however, constantly pursuing technological upgradation in a cost-effective manner for delivering quality customer service.

The Company has no foreign exchange earnings and there was foreign exchange outgoing of 206.81 lakhs towards payment of Dividend during the financial year under review.

PUBLIC DEPOSITS

There are no outstanding public deposits remaining unpaid as on 31^st March, 2024. The Company has not accepted any public deposits under Chapter V of the Act and rules made thereunder.

However, the Company has taken loan from Non-Banking Financial Institution which is exempt from the definition of ‘deposit under the Companies (Acceptance of Deposits) Rules, 2014. The details of such loans are given in Note No.21 to the standalone financial statements.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Act, with respect to Directors Responsibility Statement, the Directors of your Company hereby state and confirm that:

(a) i n the preparation of the annual accounts for the financial year ended 31^st March 2024, 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 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;

(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 VENTURE AND ASSOCIATE COMPANIES

The Company does not have any Associate or Joint Venture Company. However, your Company has following Wholly-owned Subsidiaries:

1. Standard Salt Works Limited.

2. Mafatlal Enterprises Limited.

During the current financial year, the Company does not have any material Subsidiary under Regulation 24A of SEBI (LODR )Regulation 2015.

During the current financial year, no new subsidiary was incorporated/acquired. The Company has not entered into a joint venture with any other company

COST RECORDS

Maintenance of cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013, is not applicable to the Company

DONATIONS

During the Financial Year, the Company has donated a sum of 19.75 lakhs to various Charitable and Educational Institutions.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retirement by rotation and subsequent re-appointment

Pursuant to Article 158 of the Articles of Association of the Company read with Section 152 of the Act, Smt. Divya P Mafatlal (DIN : 00011525) is due to retire by rotation at the ensuing Annual General Meeting (“AGM”) and being eligible offers herself for reappointment.

B. Changes in Directors Re-appointment of Shri D.H. Parekh

The Members of the Company at the 126^th AGM held on 1^st August, 2023 have approved the reappointment of Shri D. H. Parekh as Executive Director for a term of 2 (two) years from 2^nd August, 2023 to 1^st August, 2025.

Appointment of Shri Ganpatrao Patwardhan

Based on the recommendation of the Nomination & Remuneration Committee (NRC) and the Board of Directors of the Company it is proposed to appoint Shri Ganpatrao Patwardhan (DIN 00520899) in the category of NonExecutive Independent Director of the Company w.e.f. 6^th August, 2024 for a term of 5 (Five) years, pursuant to the

provisions of Section 149,150 and 152 and other applicable provisions of the Companies Act, 2013 read with Regulation 16(1)(b), 17, 17(1A), 25(2A)and other applicable Regulations of the SEBI (LODR) Regulations, 2015 and Article 142 of the Articles of Association of the Company.

The Board is of the opinion that Shri Patwardhan possesses requisite expertise, integrity and experience as required for Independent Director Accordingly it is proposed to approve his appointment as an Independent Director of the Company for a period from 6^th August, 2024 to 5^th August, 2029, not liable to retire by rotation.

C. Declarations by Independent Directors and re-appointment:

Pursuant to the provisions of Section 149 of the Act and Regulation 25 of SEBI (LODR) Regulations, 2015, the Independent Directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015. There has been no change in the circumstances affecting their status as Independent Directors of the Company.

NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS

During the year under review, 5 (Five) Board Meetings were held, the details of which are given in the Corporate Governance Report. The gap between two consecutive meetings was within the period prescribed under Section 173 of the Act and Regulation 17(2) of SEBI (LODR) Regulations, 2015.

AUDIT COMMITTEE

The Audit Committee comprises the following:

Shri Khurshed M. Thanawalla	— Chairman
Shri D.H. Parekh	— Member
Shri Shobhan Diwanji	— Member

NOMINATION AND REMUNERATION COMMITTEE (NRC)

The NRC comprises the following:

Shri Khurshed M. Thanawalla	— Chairman
Smt. Divya P. Mafatlal	— Member
Shri Shobhan Diwanji	— Member

The Committee has laid down the Companys 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 Act, the Companys Policy on Directors appointment & remuneration is uploaded on the website of the Company at the link www.standardindust.ries.cn/pdf/ Nnminat.inn&Remunerat.innPnlicy.pdf

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 Companys operations in future.

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

The Companys internal control procedures are adequate to ensure compliance with various policies, practices and statutes in keeping with the organizations 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 (“IND AS”) pursuant to Ministry of Corporate Affairs Notification dated 16^th February 2015 notifying the Companies (Indian Accounting Standard) Rules, 2015.

AUDIT OBSERVATIONS AND EXPLANATION OR COMMENTS BY THE BOARD

There were no qualifications, reservations or adverse remarks made either by the Statutory Auditors or by the Secretarial Auditor in their respective Reports.

The observations made by the Statutory 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 Act read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Companys subsidiaries (in Form AOC - 1) is annexed to the Financial Statements of the Company

ANNUAL RETURN

The Annual Return of the Company as on 31^st March, 2024 in Form MGT-7 in accordance with Section 92(3) of the Act read with the Companies (Management and Administration) Rules, 2014, is available on the Companys website and can be accessed at http://www. standardindustries.cn/Annual-Return.html

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

The Board of the Company, based on recommendations of the NRC, has carried out an annual performance evaluation of its own performance and that of its committees and that of the individual Directors, pursuant to the provisions of the Act and SEBI (LODR) Regulations, 2015. 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.st.andardindust.ries.cn/pdf/

FamiliarizationProgrammeforIndependentDirectors.pdf

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 Companys Code, including the operations of the Company The said Code has been displayed on the Companys website www.standardindustries.co

There have been no cases of frauds which required the Statutory Auditors to report 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 CSR Committee comprises the following:

Shri Pradeep R. Mafatlal	— Chairman
Smt. Divya P Mafatlal	— Member
Shri D.H. Parekh	— Member
Shri Khurshed Thanawalla	— Member

The Company has formed a CSR Committee and has uploaded the CSR Policy on the Companys website at link http://www.st.andardindust.ries.cn/pdf/ PolicvOnCorporateSocialResponsibilitv.pdf

The Company has also contributed a sum of 1,50,000 towards Corporate Social Responsibility (CSR) as per Schedule VII of the Companies Act, 2013, during the Financial Year 2023-24. During the year under review, the Company does not fall under the provisions of Section 135 of the Companies Act, 2013 and accordingly was not required to contribute towards CSR activities under the Companies Act, 2013. However, the Company has voluntarily contributed the said amount towards CSR activities. Further, the board of directors of the Company have passed resolution to carry forward the excess CSR amount spent by the Company amounting to 1,50,000 to subsequent years as per the Companies (CSR) Rules, 2014.

The Companys CSR and initiatives and activities are aligned to the requirements of Section 135 of the Companies Act, 2013. The brief outlines of the CSR Policy of the Company and the initiatives undertaken by the Companys CSR activities during the year are set out in Annexure ‘D of this Report in the format prescribed in the Corporate Social Responsibility (CSR) Policy Rules, 2014. For other details regarding CSR Committee, please refer to the Corporate Governance Report.

The Chief Financial Officer of the Company has certified that the CSR amount so distributed for the projects have been utilized for the purposes and in the manner as approved by the Board.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186

Details of Loans, Guarantees and Investments pursuant to the provisions of Section 186 of the Act, 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 Act, are disclosed in Form No. AOC -2 (Please refer Annexure A 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://www.standardindustries.co/pdf/ PolicyOnRelat.edPart.yTransact.ions.pdf

PARTICULARS OF EMPLOYEES

The information as per Section 197(12) of the Act read with Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Report as Annexure B. As per the provisions of Section 136 of the Act, the Annual Report is being sent to the Members, excluding the information on employees 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 Act, the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 read with Regulation 24A of the SEBI (LODR) Regulations 2015, the Company has appointed M/s. Nishant Jawasa & Associates, to undertake the Secretarial Audit of the Company.

Report of the Secretarial Auditor for the Company is annexed herewith as Annexure C. The Secretarial Audit Reports do not contain any qualification, reservation, adverse remark or disclaimer.

RISK MANAGEMENT

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. There is no risk identified which in the opinion of the Board may threaten the existence of the Company.

CORPORATE GOVERNANCE

Pursuant to Regulation 34(3) read with Schedule V of SEBI Listing Regulations, 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

Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) read with Schedule V of SEBI (LODR) Regulations 2015, is enclosed as Annexure 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. R. S. Gokani & Co., (Firm Registration No.140229W) Chartered Accountants, Mumbai, were appointed as Statutory Auditors of the Company at the 126^th Annual General Meeting of the Company held on 1^st August, 2023 for a term of 5 (five) consecutive years till 131^st Annual General Meeting of the Company.

SECRETARIAL STANDARDS

The Company has followed the applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors and ‘General Meetings respectively.

For and on behalf of the Board

PRADEEP R. MAFATLAL

Chairman

DIN 00015361

 

Mumbai

Dated: 21s May, 2024