Standard Shoe Sole and Mould (India) Ltd. के निदेशक की रिपोर्ट

Mar 31, 2025

On behalf of the Board of Directors, it is our pleasure to present the 49^th Annual Report together with the Audited Annual Statement of Accounts of M/s Standard Shoe Sole and Mould (India) Ltd. (“the Company”) for the year ended March 31, 2025.

FINANCIAL PERFORMANCE

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

(Amount in Rs.)
Particulars	Financial Year ended
	Standalone
	31.03.2025	31.03.2024
Revenue from Operations	-	-
Other Income	-	-
Profit before depreciation, finance cost and tax	(18,56,021)	(65,88,194)
Less: Finance Cost	-	-
Less: Depreciation	-	-
Profit before Tax	(18,56,021)	(65,88,194)
Less: Tax Expense	-	-
Profit after Tax	(18,56,021)	(65,88,194)
Other Comprehensive Income	-	-
Profit/(Loss) carried to Balance Sheet	(18,56,021)	(65,88,194)
*previous year figures have been regrouped/rearranged wherever necessary.

SHARE CAPITAL

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 31^st March, 2025, the issued, subscribed and paid up share capital of your Company stood at Rs.5,18,15,000 /- comprising 51,81,500 Equity shares of Rs.10/- each.

ISSUE OF SHARES / BUY BACK / EMPLOYEES STOCK OPTION SCHEME / SWEAT EQUITY

During the year under review, the Company did not undertake any share buybacks, issue shares with differential voting rights, issue Sweat Equity Shares, or implement any Stock Option Scheme for its employees.

RESERVES

The Company does not propose to transfer any amount to Reserves.

DIVIDEND

The Directors have not recommended any dividend for the Financial Year 2024-25.

SUMMARY OF OPERATIONS

The Company’s Revenue from operations in the Financial Year 2024-25 was NIL same as in the previous Financial Year 2023-24. The Company had incurred Loss of Rs. 18,56,021 in the Financial Year 2024-25 as compared to Loss of Rs. 65,88,194 in the previous Financial Year 2023-2024.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

The 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 (IEPF).

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015, a detailed “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 and marked as “Annexure- I”.

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 available on the website of the Company at www.sssmil.com.

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 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 PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators/Courts which would impact the going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

Throughout the year under review, all Related Party Transactions are conducted in the ordinary course of business and at arm’s length. Each such transaction was pre-approved by the Audit Committee. None of these transactions were deemed material or subject to Section 188(1) of the Companies Act.

All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the year ended March 31, 2025.

FIXED DEPOSITS

The Company has not invited, accepted or renewed any fixed deposits from the public as at 31^st March, 2025 and accordingly there is no principal or interest outstanding in respect thereof.

DETAILS OF LOAN TAKEN FROM DIRECTORS OR RELATIVE OF DIRECTORS

During the period under review, the Company has obtained loan from Ms. Shanti Tunk, Director of the Company amounting to Rs. 14,70,050 (Fourteen Lakhs Seventy Thousand and Fifty only).

Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company is empowered to borrow money, provided that the money to be borrowed, together with the money already borrowed by the Company, does not exceed the aggregate of its paid-up share capital, free reserves, and securities premium, except with the consent of the Company by a special resolution passed in a general meeting.

However, in compliance with the above mentioned provision, the Company had obtained Shareholders ’ approval by Special Resolution in its 48^th Annual General Meeting.

ADEQUACY OF 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. The 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.

CORPORATE GOVERNANCE

The matter related to Corporate Governance is not applicable to your Company as the Paid up Share Capital of the Company is below Rs. 10 Crore and the Networth of the Company is below Rs. 25 Crores as on the last day of the previous Financial Year as well as on date of the report.

This provision is contained in Regulation 15 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

a) Conservation of energy: During the year, there was no consumption of power and energy.

b) Technology absorption: During the year, there was no absorption of technology.

c) Foreign exchange earnings and Outgo: During the year, there was no foreign exchange earnings and outgo.

HOLDING AND SUBSIDIARY

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

AUDITORS AND AUDITORS’ REPORT

Statutory Audit:

S. Daga & Co., Chartered Accountants, (Firm Regn No.: 000669S), was appointed as Statutory Auditors of the Company for a period of 5(five) years from the conclusion of the 48^th AGM till the conclusion of the 53^th AGM of the Company in the 48^th Annual General Meeting of the Company.

The report of the Statutory Auditors along with notes to Schedules for the Financial Year 2024-25 is enclosed to this Report. The observations made in the Auditors’ Report are self-explanatory and therefore do not call for any further comments.

Internal Auditor:

As recommended by the Audit Committee, the Board of Directors had appointed Aniket & Co., Chartered Accountants, as Internal Auditors of the Company for the Financial Year 2024-25 to conduct internal audit of the Company and their report on findings is submitted to the Audit Committee on periodic basis.

Cost Audit:

As per the Cost Audit Orders, Cost Audit is not applicable to the Company''s products/ business of the Company for the Financial Year 2024-25.

Secretarial audit:

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Madhur Gandhi, Practicing Company Secretary of Madhur Gandhi & Associates, Company Secretaries was appointed as Secretarial Auditor of the Company, to conduct Secretarial Audit for the Financial Year ended March 31, 2025. The Report of the Secretarial Auditor issued by Mr. Madhur Gandhi in Form MR-3 is appended to this Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors to the best of their knowledge and belief, hereby 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) they 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 loss of the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

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

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

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

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 atleast one director shall be an independent Director and shall also spend atleast 2% of the average net profits before tax made during the three immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy.

Since the criterions set out in Section 135 of the Companies Act, 2013 is not applicable to your Company; no sum was spent on CSR during the Financial Year 2024-25.

DIRECTORS & KEY MANAGERIAL PERSONNEL

The Company’s Board is duly constituted and is in compliance with the requirements of the Companies Act, 2013, the Listing Regulations and provisions of the Articles of association of the Company.

Directors:

• Mr. Mithun Paul (DIN - 09552435), Ms. Sangita Das (DIN - 09037517) & Mr. Sudarshan Kumar Mishra (DIN - 06444037), Non-Executive Directors of the Company tendered their resignation from the position of Directorship w.e.f 1st April, 2024.

• Mr. Rajiv Issar (DIN - 00977525) & Mr. Bal Kishan Das (DIN - 06853342), Independent Directors of the Company tendered their resignation from the position of Independent Director w.e.f 1st April, 2024.

• Mrs. Sudha Tenani (DIN - 09552406), Whole-time Director of the Company, tendered her resignation from the position of Directorship w.e.f 1st April, 2024.

• Mr. Rakesh Kolla (DIN - 09785871) was appointed as the Whole-time Director of the Company w.e.f 3^rd April, 2024 and the same was approved by the Shareholders in the Extra-Ordinary General Meeting held on 1^st July 2024.

• Mr. Suresh Pillutla (DIN: 08619866) & Ms. Iram Anjum Beg (DIN: 10571191), appointed as an Additional Director w.e.f. 3rd April, 2024 and regularized as Independent Director for a term of five years in the Extra-Ordinary General Meeting of the Company dated 1st July, 2024.They had submitted a declaration confirming that they meet the criteria for an Independent Director.

• Ms. Sangita Parida (DIN - 09215260) retires by rotation and being eligible, offers herself for reappointed in the 49^th Annual General Meeting.

Key Managerial Personnel:

• Ms. Prity Gupta, Company Secretary and Compliance Officer of the Company tendered her resignation w.e.f 1^st April, 2024.

• Mrs. Renu Bhatter, Chief Financial Officer of the Company tendered her resignation from the post of Chief Financial Officer w.e.f 1st April, 2024.

• Ms. Nandhi Sowmya was appointed as the Chief Financial Officer of the Company w.e.f 1st April, 2024.

• In order to meet the requirement of SEBI LODR 2015, Ms. Nandhi Sowmya was appointed as the Compliance Officer for an interim period w.e.f 1^st April, 2024 and her role as interim Compiance Officer ended on 25 ^th June 2024.

• Mr. Sandeep Garg, was appointed as the Company Secretary and Compliance Officer of the Company w.e.f 29th June, 2024.

Details of Board Meeting:

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

Date of the meeting	No. of Directors attended the meeting
03.04.2024	3
23.05.2024	5
30.05.2024	5
07.06.2024	5
29.06.2024	5
14.08.2024	5
02.09.2024	5
14.11.2024	5
13.02.2025	5

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules framed thereunder and provisons of Schedule IV to the Act as well as the Listing Regulations, the Company has carried out performance evaluation of the Board of Directors, Committees of the Board and individual Directors on the basis of participation of Directors, quality of information available, quality of discussions, contributions and decision making, etc.

a.	COMMITTEES OF BOARD Audit Committee:
	Sl. No.	Name		Chairman/ Members
	1	Mr. Suresh Pillutla		Member (Non-Executive Independent Director)
	2	Ms. Iram Anjum Beg		Member (Non-Executive Independent Director)
	3	Ms. Sangita Parida		Non-Executive Director
b.	The Audit Committee met seven times during the financial year ended 31st March, 2025, i.e., on 03.04.2024, 23.05.2024, 30.05.2024, 14.08.2024, 02.09.2024, 14.11.2024, and 13.02.2025. Nomination & Remuneration Committee:
	Sl. No.	Name	Chairman/ Members
	1	Mr. Suresh Pillutla	Member (Non-Executive Independent Director)
	2	Ms. Iram Anjum Beg	Member (Non-Executive Independent Director)
	3	Ms. Sangita Parida	Non-Executive Director
c.	The Nomination & Remuneration Committee met two times during the financial year ended 31st March, 2025, i.e., on 03.04.2024 and 29.06.2024. Stakeholders Relationship Committee:
	Sl. No.	Name			Chairman/ Members
	1	Mr. Suresh Pillutla			Member (Non-Executive Independent Director)
	2	Ms. Iram Anjum Beg			Member (Non-Executive Independent Director)
	3	Mr. Rakesh Kolla			Member (Whole Time Director)
	The Stakeholders Relationship Committee met one time during the financial year ended 31st March, 2025, i.e., on 13.02.2025.

d. Corporate Social Responsibility Committee: Not Applicable MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV to the Companies Act, 2013, Secretarial Standards- 1 (SS-1) read with the Guidance Note on SS-1 and the Listing Regulations, the meeting of the Independent Directors was held on 13.02.2025.

DECLARATION OF INDEPENDENCE

The Company has 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 Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and also confirmed that they have complied with the Code for Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has Familiarization Programme for Independent directors to familiarize them with regard to their roles, rights, responsibilities, in the Company along with nature of industry in which the Company operates, business model, code of conduct and policies of the Company etc. The Familiarization Programme is also available on the website of the Company.

VIGIL MECHANISM

Pursuant to the requirement of the Act, the Company has established vigil mechanism for Directors and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism provides for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism and also provide for direct access to the Chairman of the Audit Committee in exceptional cases as detailed in the Policy. The details of the Whistle Blower Policy are available on the website of the Company. No person has been denied access to the Chairman of the Audit Committee.

CODE OF CONDUCT

The board of your Company has laid down Code of Conduct for Directors and Senior Management Personnel of the Company. All the Directors and Senior Management Personnel have affirmed compliance with these codes.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the Whole Time Director and the Chief Financial Officer of the Company have jointly certified the financial statements for the financial year ended 31^st March, 2025.

REMUNERATION RATIO TO DIRECTORS/KMP/EMPLOYEES

The disclosures pertaining to remuneration and other details as required under Section 197 of the Act read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is a attached as ’Annexure- II’ forming part of this report.

RISK MANAGEMENT POLICY

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.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATIONPolicy on Directors’ appointment and remuneration of Key Managerial Personnel:

The policy on Directors’ 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. The same has been adopted in line with the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 after the same were notified.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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. An 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.

There were no complaints received during the year.

SHIFTING OF REGISTERED OFFICE OF THE COMPANY FROM THE STATE OF WEST BENGAL TO THE STATE OF TELENGANA

The Company received the Regional Director Approval for shifting of Registered Office of the Company from the State of West Bengal to the State of Telengana vide Order dated 13^th February 2025. Hence, the new Registered Office address of the company state as “201 B, 2nd Floor, Shangrilla Plaza, Road No 2, Park View Enclave, Banjara Hills, Banjara Hills, Hyderabad, Khairatabad, Telangana, India, 500034”.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company did not file any applications or have any proceedings pending under the Insolvency and Bankruptcy Code, 2016, during the financial year 2024-25.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2) issued by The Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

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

The Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for their continued support.

The Directors also thank the Central and State Governments, and other statutory authorities for their continued support.

---

Mar 31, 2024

On behalf of the Board of Directors, it is our pleasure to present the 48^th Annual Report together with the
Audited Annual Statement of Accounts of M/s Standard Shoe Sole and Mould (India) Ltd. (“the
Company”) for the year ended March 31, 2024.

FINANCIAL PERFORMANCE

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

(Amount in Rs.)

Particulars	Financial Year ended
	Standalone
	31.03.2024	31.03.2023
Revenue from Operations	-	10,60,937
Other Income	-	3,23,900
Profit before depreciation, finance cost and tax	(65,88,194)	(31,44,166)
Less: Finance Cost	-	-
Less: Depreciation	-	-
Profit before Tax	(65,88,194)	(31,44,166)
Less: Tax Expense	-	-
Profit after Tax	(65,88,194)	(31,44,166)
Other Comprehensive Income	-	-
Profit/(Loss) carried to Balance Sheet	(65,88,194)	(31,44,166)

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

SHARE CAPITAL

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 31^st March, 2024, the issued, subscribed and paid up share capital of your Company stood at
Rs.5,18,15,000 /- comprising 51,81,500 Equity shares of Rs.10/- each.

ISSUE OF SHARES / BUY BACK / EMPLOYEES STOCK OPTION SCHEME / SWEAT
EQUITY

During the year under review, the Company did not undertake any share buybacks, issue shares with
differential voting rights, issue Sweat Equity Shares, or implement any Stock Option Scheme for its
employees.

RESERVES

Your Company does not propose to transfer any amount to Reserves.

DIVIDEND

Your Directors have not recommended any dividend for the Financial Year 2023-24.

SUMMARY OF OPERATIONS

Your Company’s Revenue from operations in the Financial Year 2023-24 was NIL as compared to Rs.
10,60,937 in the previous Financial Year 2022-23. The C

ompany had incurred Loss of Rs. 65,88,194 in the Financial Year 2023-24 as compared to Loss of
Rs.31,44,166 in the previous Financial Year 2022-2023.

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
(IEPF).

MANAGEMENT DISCUSSION & ANALYSIS REPORT

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements), Regulations,
2015, a detailed “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 and
marked as Annexure- 1

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 available on the website of
the Company at www.sssmil.com.

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 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 PASSED BY THE REGULATORS

There were no significant material orders passed by the Regulators/Courts which would impact the
going concern status of the Company and its future operations.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

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.

RELATED PARTY TRANSACTIONS

Throughout the year under review, all Related Party Transactions were conducted in the ordinary course
of business and at arm’s length. Each such transaction was pre-approved by the Audit Committee. None
of these transactions were deemed material or subject to Section 188(1) of the Companies Act.

All required disclosures under Ind AS 24 are included in the Notes to the Financial Statements for the
year ended March 31, 2024

FIXED DEPOSITS

Your Company has not invited, accepted or renewed any fixed deposits from the public as at 31^st March,
2024 and accordingly there is no principal or interest outstanding in respect thereof.

DETAILS OF LOAN TAKEN FROM DIRECTORS OR RELATIVE OF DIRECTORS

During the period under review, the Company has accepted loan from Directors amounting to Rs.
17,39,251 & Rs. 15,84,911 from Ms. Sangita Parida and Ms. Shanti Tunk respectively.

Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company is
empowered to borrow money, provided that the money to be borrowed, together with the money already
borrowed by the Company, does not exceed the aggregate of its paid-up share capital, free reserves, and
securities premium, except with the consent of the Company by a special resolution passed in a general
meeting.

But the Company failed to obtain Shareholders’ approval by Special Resolution in the 47^th Annual
General Meeting.

However the Company has taken steps to rectify the Violation by putting the same for approval of
Shareholders by Special Resolution in the 48^th Annual General Meeting.

ADEQUACY OF 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.

CORPORATE GOVERNANCE

The matter related to Corporate Governance is not applicable to your Company as the Paid Up Share
Capital of the Company is below Rs. 10 Crore and the Networth of the Company is below Rs. 25 Crores
as on the last day of the previous Financial Year as well as on date of the report.

This provision is contained in Regulation 15 of the SEBI (Listing Obligations and Disclosure
Requirements), Regulations, 2015.

DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN
EXCHANGE EARNINGS AND OUTGO

(a) Conservation of energy: During the year, there was no consumption of power and energy.

(b) Technology absorption: During the year, there was no absorption of technology.

(c) Foreign exchange earnings and Outgo: During the year, there was no foreign exchange earnings
and outgo.

HOLDING AND SUBSIDIARY

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

AUDITORS AND AUDITORS’ REPORT
Statutory Audit:

M/s. L. B. Jha & Co. (Firm Regn No.: 301088E), Chartered Accountants was appointed as Statutory
Auditors of the Company for a period of 1(One) years from the conclusion of the 47^th AGM till the
conclusion of the 48^thAGM of the Company.

At the Board Meeting held on 02nd September 2024, M/s. S. Daga & Co., Chartered Accountants (Firm
Registration No. 000669S), has confirmed their eligibility to be appointed in terms of Section 141 of the
Act as the Statutory Auditor of the Company, to hold office for a period of 5 (five) consecutive years
from the conclusion of the 48th Annual General Meeting of the Company till the conclusion of the 53th
Annual General Meeting of the Company.

The Company has received the consent and eligibility certificate from M/s. S. Daga & Co., Chartered
Accountants (Firm Registration No. 000669S) under section 139(1) of the Companies Act, 2013 and
further that the appointment if made shall be in accordance with the applicable provisions of the Act and
rules framed thereunder.

The report of the Statutory Auditors along with notes to Schedules for the Financial Year 2023-24 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 Financial Year 2023-24.

Secretarial audit:

In terms of the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Mr. Madhur
Gandhi, Practicing Company Secretary of Madhur Gandhi & Associates, Practicing Company
Secretaries was appointed as Secretarial Auditor of the Company, to conduct Secretarial Audit for the
Financial Year ended March 31, 2024. The Report of the Secretarial Auditor issued by Mr. Madhur
Gandhi in Form MR-3 is appended to this Report.

The Secretarial Auditor has made following qualifications in its report:

o Pursuant to Section 179(3) of the Companies Act, 2013, the Board of Directors of the Company
is required to exercise its borrowing powers by means of a resolution passed at a duly convened
meeting of the Board. However, it has been observed that the Company, on 25th August 2023,
passed a resolution for obtaining a loan from its director by way of circulation. This action is
not in compliance with the provisions of Section 179(3) of the Companies Act, 2013, which
mandates that such borrowing decisions must be approved through a resolution passed at a
formal Board meeting.

This deviation from the statutory requirement constitutes a violation of the specified provision
under the Companies Act, 2013.

o Pursuant to Section 180(1)(c) of the Companies Act, 2013, the Board of Directors of a Company
is empowered to borrow money, provided that the money to be borrowed, together with the
money already borrowed by the Company, does not exceed the aggregate of its paid-up share
capital, free reserves, and securities premium, except with the consent of the Company by a
special resolution passed in a general meeting. However, it has been observed that on 09th
February 2024, the Company passed a Board Resolution to obtain a loan from its director. This
borrowing required the approval of shareholders through a special resolution in a general
meeting, which was not obtained.

Therefore, this action constitutes a violation of Section 180(1)(c) of the Companies Act, 2013.
DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134 of the Companies Act, 2013, your Directors to the best of their
knowledge and belief, hereby 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) they 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 loss of the company for that period;

(c) they had taken proper and sufficient care for the maintenance of adequate accounting records
in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company
and for preventing and detecting fraud and other irregularities;

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

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

(f) they had devised proper systems to ensure compliance with the provisions of all applicable

laws and that such systems were adequate and operating effectively.

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 atleast one director shall be an independent
Director and shall also spend atleast 2% of the average net profits before tax made during the three
immediately preceding financial years in pursuance of its Corporate Social Responsibility Policy.

Since the criterions set out in Section 135 of the Companies Act, 2013 is not applicable to your
Company, no sum was spent on CSR during the Financial Year 2023-24.

DIRECTORS & KEY MANAGERIAL PERSONNEL

Your Company’s Board is duly constituted and is in compliance with the requirements of the Companies
Act, 2013, the Listing Regulations and provisions of the Articles of association of the Company.

Directors:

• Mr. Mithun Paul (DIN - 09552435) retires by rotation and being eligible, offers himself for re¬
appointed in the 47^th Annual General Meeting.

• Mr. Rakesh Kolla (DIN: 09785871), Ms. Sangita Parida (DIN: 09215260), and Ms. Shanti Tunk
(DIN: 10073726) appointed as an Additional Director w.e.f. 10th August, 2023 and regularised in
the 47th Annual General Meeting.

• Mr. Mithun Paul (DIN - 09552435), Ms. Sangita Das (DIN - 09037517) & Mr. Sudarshan Kumar
Mishra (DIN - 06444037), Non-Executive Directors of the Company tendered their resignation
from the position of Directorship w.e.f 1st April, 2024.

• Mr. Rajiv Issar (DIN - 00977525) & Mr. Bal Kishan Das (DIN - 06853342), Independent Directors
of the Company tendered their resignation from the position of Independent Director w.e.f 1st
April, 2024.

• Mrs. Sudha Tenani (DIN - 09552406), Whole-time Director of the Company, tendered her
resignation from the position of Directorship w.e.f 1st April, 2024.

• Mr. Rakesh Kolla (DIN - 09785871) was appointed as the Whole-time Director of the Company
w.e.f 3^rd April, 2024 and the same was approved by the Shareholders in the Extra-Ordinary General
Meeting held on 1^st July 2024.

• Mr. Suresh Pillutla (DIN: 08619866) & Ms. Iram Anjum Beg (DIN: 10571191), appointed as an
Additional Director w.e.f. 3rd April, 2024 and regularized as Independent Director for a term of
five years in the Extra-Ordinary General Meeting of the Company dated 1st July, 2024.They had
submitted a declaration confirming that they meet the criteria for an Independent Director.

Key Managerial Personnel:

• Ms. Swati Lodha, Company Secretary and Compliance Officer of the Company tendered her
resignation w.e.f 15th June, 2023.

• Ms. Prity Gupta was appointed as the Company Secretary and Compliance Officer of the Company
w.e.f 29th June, 2023.

• Mrs. Renu Bhatter, Chief Financial Officer of the Company tendered her resignation from the post
of Chief Financial Officer w.e.f 1st April, 2024.

• Ms. Prity Gupta who was appointed as the Company Secretary and Compliance Officer in the
Board Meeting held on 29th June, 2023 tendered her resignation w.e.f 1st April, 2024.

• Ms. Nandhi Sowmya was appointed as the Chief Financial Officer of the Company w.e.f 1st April,
2024.

• In order to meet the requirement of SEBI LODR 2015, Ms. Nandhi Sowmya was appointed as the
Compliance Officer for an interim period w.e.f 1^st April, 2024.

• Ms. Sandeep Garg has been appointed as the Company Secretary and Compliance Officer of the
Company w.e.f 29th June, 2024.

Details of Board Meeting:

During the year, 6 number of Board meetings were held, details of which are given below:

Date of the meeting	No. of Directors attended the meeting
19.04.2023	6
30.05.2023	6
29.06.2023	6
10.08.2023	6
14.11.2023	6
09.02.2024	6

PERFORMANCE EVALUATION OF THE BOARD

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with Rules framed
thereunder and provisons of Schedule IV to the Act as well as the Listing Regulations, your Company
has carried out performance evaluation of the Board of Directors, Committees of the Board and
individual Directors on the basis of participation of Directors, quality of information available, quality
of discussions, contributions and decision making, etc.

COMMITTEES OF BOARD

The committees were reconstituted on 23^rd May 2024 as below:

a. Audit Committee:

Sl. No.	Name	Chairman/ Members
1	Mr. Suresh Pillutla	Member (Non-Executive Independent Director)
2	Ms. Iram Anjum Beg	Member (Non-Executive Independent Director)
3	Ms. Sangita Parida	Non-Executive Director

The Audit Committee met four times during the financial year ended 31st March, 2024, i.e., on 19.04.2023,
30.05.2023, 10.08.2023, 14.11.2023 and 09.02.2024.

b. Nomination & Remuneration Committee:

Sl. No.	Name	Chairman/ Members
1	Mr. Suresh Pillutla	Member (Non-Executive Independent Director)
2	Ms. Iram Anjum Beg	Member (Non-Executive Independent Director)
3	Ms. Sangita Parida	Non-Executive Director

The Nomination & Remuneration Committee met three time during the financial year ended 31st March,
2024, i.e., on 19.04.2023 and 29.06.2023, 10.08.2023.

c. Stakeholders Relationship Committee:

Sl. No.	Name	Chairman/ Members
1	Mr. Suresh Pillutla	Member (Non-Executive Independent Director)
2	Ms. Iram Anjum Beg	Member (Non-Executive Independent Director)
3	Mr. Rakesh Kolla	Member (Whole Time Director)

The Stakeholders Relationship Committee met one time during the financial year ended 31st March, 2024,
i.e., on 09.02.2024.

d. Corporate Social Responsibility Committee: Not Applicable
MEETINGS OF INDEPENDENT DIRECTORS

As per Schedule IV to the Companies Act, 2013, Secretarial Standards- 1 (SS-1) read with the
Guidance Note on SS-1 and the Listing Regulations, the meeting of the Independent Directors was
held on 09.02.2024.

DECLARATION OF INDEPENDENCE

The Company has 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 Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 and also confirmed that they have complied with the Code for
Independent Directors prescribed in Schedule IV of the Companies Act, 2013.

FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has Familiarization Programme for Independent directors to familiarize them with
regard to their roles, rights, responsibilities, in the Company along with nature of industry in which
the Company operates, business model, code of conduct and policies of the Company etc. The
Familiarization Programme is also available on the website of the Company.

VIGIL MECHANISM

Pursuant to the requirement of the Act, the Company has established vigil mechanism for Directors
and employees to report their genuine concerns. The Whistle Blower Policy/Vigil Mechanism provides
for adequate safeguards against victimization of director(s)/employee(s) who avail of the mechanism
and also provide for direct access to the Chairman of the Audit Committee in exceptional cases as
detailed in the Policy. The details of the Whistle Blower Policy are available on the website of the
Company. No person has been denied access to the Chairman of the Audit Committee.

CODE OF CONDUCT

The board of your Company has laid down Code of Conduct for Directors and Senior Management
Personnel of the Company. All the Directors and Senior Management Personnel have affirmed
compliance with these codes.

CEO/CFO CERTIFICATION

As required under Regulation 17(8) of the Listing Regulations, the Whole Time Director and the Chief
Financial Officer of the Company have jointly certified the financial statements for the financial year
ended 31^st March, 2024.

PARTICULARS OF EMPLOYEES

There was no employee in receipt of remuneration of Rs. 8.5 Lakhs per month or Rs 102 Lakhs
per annum.

The details of Particulars of Employees as required under section 197(12) of the Companies Act,
2013 read with Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014 are appended to this Report and marked as Annexure- 2.

RISK MANAGEMENT POLICY

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.

COMPANY’S POLICY ON APPOINTMENT AND REMUNERATION

Policy on Directors’ appointment and remuneration of Key Managerial Personnel:

The policy on Directors’ 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. The same has been adopted in line with the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 after the same were notified.

POLICY ON PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

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. An 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.

There were no complaints received during the year.

TAKEOVER UNDER SEBI (SUBSTANTIAL ACQUISITION OF SHARES AND
TAKEOVERS) REGULATION, 2011

During the period under review, Buildox Private Limited have acquired 2,100 equity shares through
Open Offer and 13,14,107 equity shares pursuant to the Share Purchase Agreement dated 01.08.2023
entered into between B G Chemicals Private Limited and Buildox Private Limited aggregating to
13,16,207 Equity Shares of Face Value of INR 10/- each of the Company representing 25.40% of the
total paid-up share capital of the Company on 04.03.2024.

DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER
INSOLVENCY AND BANKRUPTCY CODE, 2016

The Company did not file any applications or have any proceedings pending under the Insolvency and
Bankruptcy Code, 2016, during the financial year 2023-24.

COMPLIANCE WITH SECRETARIAL STANDARDS

During the year under review, the Company has duly complied with the applicable provisions of the
Secretarial Standards on Meetings of the Board of Directors (SS-1) and General Meetings (SS-2)
issued by The Institute of Company Secretaries of India.

ACKNOWLEDGEMENT

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

Your Directors also thank the clients, vendors, bankers, shareholders and advisers of the Company for
their continued support.

Your Directors also thank the Central and State Governments, and other statutory authorities for their
continued support.

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

Date: 02.09.2024

Sd/- Sd/-

Rakesh Kolla Sangita Panda

Whole-Time Director Director

DIN: 09785871 DIN: 09215260

---

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