STANDARD SALT WORKS LIMITED. 37th ANNUAL REPORT

Transcription

1 STANDARD SALT WORKS LIMITED 37th ANNUAL REPORT

2 STANDARD SALT WORKS LIMITED 37th ANNUAL REPORT

3 STANDARD SALT WORKS LIMITED BOARD OF DIRECTORS SHRI D. H. PAREKH (Chairman) SHRI D. M. NADKARNI SHRI R. N. PATEL SHRI F. M. PARDIWALLA (appointed on and resigned on ) SHRI K. J. PARDIWALLA (w.e.f ) BANKERS IDBI BANK BANK OF BARODA AUDITORS M/S. ARUNKUMAR K. SHAH & CO., Chartered Accountants REGISTERED OFFICE 912, ALISHAN AWAAS, DIWALI BAUG, ATHWA LINES, NANPURA, SURAT CIN: U24110GJ1979PLC SALT WORKS DANDI BHAGWA, TALUKA OLPAD, DISTRICT SURAT. 1

4 STANDARD SALT WORKS LIMITED NOTICE NOTICE is hereby given that the Thirty-seventh Annual General Meeting of Standard Salt Works Limited will be held at the Registered Office of the Company at 912, Alishan Awaas, Diwali Baug, Athwa Lines, Nanpura, Surat , on Thursday, the 10 th August, 2017, at 9.00 a.m. to transact the following business: 1. To receive, consider and adopt the Audited Balance Sheet as at 31 st March, 2017 and Statement of Profit and Loss and Cash Flow Statement for the Financial Year ended on that date and the Reports of the Directors and Auditors thereon. 2. To appoint a Director in place of Shri D. M. Nadkarni (holding DIN ), who retires by rotation but, being eligible, offers himself for re-appointment. 3. To consider and, if thought fit, to pass, with or without modifications, the following: AS AN ORDINARY RESOLUTION RESOLVED THAT pursuant to Section 139(8) and other applicable provisions of the Companies Act, 2013 and rules made thereunder (as amended from time to time), the Company hereby appoints M/s. R. S. Gokani & Co., Chartered Accountants (ICAI Firm Registration No W), as Statutory Auditors, for a period of 5 years from the conclusion of the 37 th Annual General Meeting until the conclusion of the 42 nd Annual General Meeting to fill the casual vacancy caused by the resignation of M/s. Arunkumar K. Shah & Co. SPECIAL BUSINESS 4. To appoint a Director in place of Shri K. J. Pardiwalla, who was appointed by the Board of Directors as an Additional Director on 28 th February, 2017, under Section 161 of the Companies Act, 2013 and Article 22 of the Articles of Association of the Company and who holds office upto the date of this Annual General Meeting under the said Article and being eligible, offers himself for appointment. Notice in writing from a Member proposing his candidature for the Office of Director has been received under Section 160 of the Companies Act, AS AN ORDINARY RESOLUTION RESOLVED THAT Shri K. J. Pardiwalla, who has been appointed as an Additional Director by the Board of Directors with effect from 28 th February, 2017, to hold Office till this Annual General Meeting, be and he is hereby expressly appointed as the Director by the Shareholders in this Annual General Meeting and he shall be liable to retire by rotation. NOTES : (a) A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEAD OF HIMSELF AND A PROXY NEED NOT BE A MEMBER. PROXIES, IN ORDER TO BE VALID AND EFFECTIVE, MUST BE DELIVERED AT THE REGISTERED OFFICE OF THE COMPANY NOT LATER THAN FORTY-EIGHT HOURS BEFORE THE COMMENCEMENT OF THE MEETING Registered Office: 912, Alishan Awaas, Diwali Baug, Athwa Lines, Nanpura, Surat Tel: CIN:U24110GJ1979PLC Mumbai Dated: 12 th May, For and on behalf of the Board D. H. PAREKH Chairman 2

5 STANROSE MAFATLAL ANNEXURE TO THE NOTICE Explanatory Statement as required under Section 102 of the Companies Act, 2013: In conformity with the provisions of Section 102 of the Companies Act, 2013, the following Explanatory Statement sets out all, material facts relating to Item No. 4 contained in the accompanying Notice dated 12 th May, Item No. 4 In terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has become a material subsidiary of Standard Industries Limited. As per Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, at least one Independent Director of the listed Company shall be appointed as a Director of an unlisted material subsidiary. As Standard Salt Works Limited falls under the category of unlisted material subsidiary, it has become incumbent to appoint an Independent Director of Standard Industries Limited as a Director of Standard Salt Works Limited. Shri K. J. Pardiwalla, who is an Independent Director of Standard Industries Limited, was therefore appointed as an additional Director of Standard Salt Works Limited with effect from 28 th February, Shri K. J. Pardiwalla who was appointed as an Additional Director on 28 th February, 2017, holds office upto the ensuing Annual General Meeting of the Company to be held on 10 th August, 2017, in accordance with Article 22 of the Articles of Association of the Company and being eligible, he offers himself for appointment as a Director. Notice has been received from a member of the Company intending to propose him for the office of Director at the Annual General Meeting. Shri K. J. Pardiwalla was born on 24 th July, He is a Chartered Accountant and has diverse experience in Financial Accounting, Taxation, Marketing and Management. Shri K. J. Pardiwalla was appointed as Managing Director of Standard Industries Limited from March, 1996 to August, 2011 and a Director of the Company from August, 2011 onwards. Shri K. J. Pardiwalla is a Director on the Board of many Companies, viz., Standard Industries Limited, Stanrose Mafatlal Investment & Finance Limited, Vinadeep Investments Pvt. Ltd., Stan Plaza Limited and Standard Salt Works Ltd. He is the Chairman of Audit Committee, Stakeholders Relationship Committee and Nomination & Remuneration Committee of Standard Industries Limited and Stanrose Mafatlal Investments and Finance Limited and also a Member of Share Transfer Committee, Independent Directors Committee and Investment Committee of Standard Industries Limited and a Member of Corporate Social Responsibility Committee of Stanrose Mafatlal Investments and Finance Limited. Shri K. J. Pardiwalla does not hold any shares in the Company except one share as a Nominee of Standard Industries Ltd. (holding Company). Shri K. J. Pardiwalla may be regarded as interested in this Resolution as the same concerns his appointment. None of the other Directors is concerned or interested in this Resolution. For and on behalf of the Board Registered Office: 912, Alishan Awaas, Diwali Baug, Athwa Lines, Nanpura, Surat Tel: CIN:U24110GJ1979PLC Mumbai Dated: 12 th May, D. H. PAREKH Chairman 3

6 STANDARD SALT WORKS LIMITED DIRECTORS REPORT To The Members, STANDARD SALT WORKS LIMITED Your Directors hereby present the 37 th Annual Report together with the Audited Statements of Accounts for the Financial Year from 1 st April, 2016 to 31 st March, FINANCIAL RESULTS Gross Operating Profit before depreciation and tax Current Year to ( in lakhs) Previous Year to ( in lakhs) (316.38) (270.90) Less: Depreciation Profit before Taxes (323.20) (276.06) (Short) provisions for Taxes in respect of earlier years (1.51) Profit after Taxes (323.20) (277.57) Balance brought forward from previous year ( ) ( ) Closing Balance ( ) ( ) During the Financial Year under review, the Company has made a loss of Lakhs. GENERAL As expected last year, the salt market is very much dull during the year under review. Both demand and prices are reduced considerably. Our Salt washery was commissioned in the first week of June, 2016 but it had faced teething problems. Modifications are going on and we are hopeful of successfully commissioning the same by middle of April, PRODUCTION The production of salt during the year amounted to 71,762 M.T. However, due to adverse market conditions, there is a closing stock of 24,401 M.T. as on All efforts are being made to sell the salt and reduce the stocks. The Company is manufacturing quality salt and have kept a target of 65,000 M.T. in view of huge carry over of stocks. SALE OF SALT The value of salt sold during the financial year under review amounted to Lakhs. DESPATCHES The total sale of salt during the financial year April 2016 to March 2017 is 53,358 M.T. as against 54,814 M.T. during the previous year. IMPROVEMENTS In view of the unfavourable salt market conditions and lower sales realization, efforts are being made to reduce the cost of manufacture of salt. NATURE OF BUSINESS OF THE COMPANY There has been no change in the nature of business of the Company. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO A statement giving details of conservation of energy, technology absorption, foreign exchange earnings and outgo, in accordance with Section 134(3)(m) read with Rule 8(3) of the Companies (Accounts) Rules, 2014, is annexed hereto and forms part of the Report. FIXED DEPOSITS The Company has not accepted any deposits under Chapter V of the Companies Act, 2013 and rules made thereunder. DIRECTORS RESPONSIBILITY STATEMENT Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to Directors Responsibility Statement, the Directors of your Company hereby state and confirm that : (a) in the preparation of the annual accounts, for the financial year ended 31 st March, 2017, 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 loss of the Company for that period; 4

7 STANROSE MAFATLAL (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; and (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. DIRECTORATE Shri D. M. Nadkarni is due to retire by rotation at the ensuing Annual General Meeting pursuant to the provisions of Section 152 of the Companies Act, 2013, but being eligible offers himself for re-appointment. Shri F. M. Pardiwalla who was appointed on 18 th May, 2016, as an Additional Director of the Company has tendered his resignation with effect from 21 st November, The Board has placed on record their sense of appreciation of the valuable services rendered by Shri F. M. Pardiwalla during his association with the Company. In terms of Regulation 16(c) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and as per Regulation 24(1) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, as Standard Salt Works Limited falls under the category of unlisted material subsidiary, it has become incumbent to appoint an Independent Director of Standard Industries Limited as a Director of Standard Salt Works Limited. Shri K. J. Pardiwalla, who is an Independent Director of Standard Industries Limited, was therefore appointed as an additional Director of Standard Salt Works Limited with effect from 28 th February, 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 Company s operations in future. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY M/s. Arunkumar K. Shah & Company, Chartered Accountants, Mumbai, have been appointed to certify the adequacy and effectiveness of Internal Financial Controls over Financial Reporting for the Financial Year Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and the rules made thereunder, the Company has appointed M/s. R. S. Gokani & Co., Chartered Accountants (ICAI Firm Registration No W) as Statutory Auditors. Thus, M/s. R. S. Gokani & Co., Chartered Accountants, Mumbai, have been appointed to certify the adequacy and effectiveness of Internal Financial Controls over Financial Reporting for the Financial Year AUDITORS OBSERVATIONS & EXPLANATION OR COMMENTS BY THE BOARD There were no qualifications, reservations or adverse remarks made by the Auditors in their Report. EXTRACT OF THE ANNUAL RETURN Please refer Annexure A to the Directors Report. NUMBER OF MEETINGS OF THE BOARD OF DIRECTORS The Board of Directors met 7 times during the Financial Year from 1 st April, 2016 to 31 st March, 2017 i.e , , , , , and DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, The company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women in the Workplace (Prevention, Prohibition & Redressal) Act, There have been no complaints received during the year. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 During the year, the unsecured loan of 5, lakhs (including accrued interest of 1, lakhs & business advance of lakhs) taken from Standard Industries Ltd. has been converted into 5,37,000 equity shares of the Company of 100/- each at a premium of 900/- per equity share. Details of loans, guarantees and investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Accounts forming part of the Audited Financial Statements for the year ended 31 st March,

8 STANDARD SALT WORKS LIMITED PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES: There are no contracts or arrangements or transactions not at arm s length basis or material contracts or arrangement or transactions at arm s length basis with any related party. The Company does not have any Subsidiaries, Joint Ventures or Associate Companies. PARTICULARS OF EMPLOYEES There were no employees drawing salary exceeding the limits prescribed under Section 197 of the Companies Act, 2013 read with Rule 5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules, BUSINESS RISK MANAGEMENT Pursuant to Section 134(3)(n) of the Companies Act, 2013, the Directors have to report that they have carried out necessary assessment in this behalf and have to state that the Company has not identified any element of risk which may threaten the existence of the Company. AUDITORS M/s. Arunkumar K. Shah & Co., existing Statutory Auditors of the Company have expressed their unwillingness to continue as Statutory Auditors of the Company from the Financial Year Pursuant to the provisions of Section 139(8) of the Companies Act, 2013 and the Rules made thereunder, the Company hereby appoints M/s. R. S. Gokani & Co., Chartered Accountants, (ICAI Firm Registration No W) as Statutory Auditors for a period of 5 years i.e. from the conclusion of the 37 th Annual General Meeting until the conclusion of the 42 nd Annual General Meeting to fill the casual vacancy caused by the resignation of M/s. Arunkumar K. Shah & Co. The Company has received a confirmation from M/s. R. S. Gokani & Co., Chartered Accountants, Mumbai, to the effect that they are eligible and not disqualified under Section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as Auditors of the Company. Mumbai Dated: 12 th May, For and on behalf of the Board D. H. PAREKH Chairman ANNEXURE TO THE DIRECTORS REPORT STATEMENT CONTAINING PARTICULARS PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES, 2014 AND FORMING PART OF DIRECTORS REPORT. A. CONSERVATION OF ENERGY The Company is engaged in the business of manufacturing salt. The main source of energy for production of salt is solar energy. Electricity is required only for the purpose of pumping brine in the crystallizers and therefore there is no major scope for conservation of energy. However, all necessary precautions have been taken to make sure that the pumps are operated at an optimum efficiency for saving in energy. C. FOREIGN EXCHANGE EARNINGS AND OUTGO: 1. Activities relating to exports, initiatives taken to increase exports, development of new export markets for products and services and export plans: There has been no export of salt during the Financial Year. 2. Total Foreign Exchange used and earned: (i) Total Foreign Exchange used Nil (ii) Total Foreign Exchange earned Nil B. TECHNOLOGY ABSORPTION Research and Development Nil Technology absorption, adaptation and innovation: Not applicable. Mumbai Dated: 12 th May, For and on behalf of the Board D. H. PAREKH Chairman 6

9 STANROSE MAFATLAL ANNEXURE A TO THE DIRECTORS REPORT FORM NO. MGT 9 EXTRACT OF ANNUAL RETURN as on financial year ended on 31 st March, 2017 [Pursuant to section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014] I. REGISTRATION AND OTHER DETAILS: i. CIN U24110GJ1979PLC ii. Registration Date 23 rd February, 1979 iii. Name of the Company STANDARD SALT WORKS LTD. iv. Category/Sub-Category of the Company Unlisted Public Company Limited by Shares v. Address of the Registered Office and contact details 912, Alishan Awaas, Diwali Baug, Athwa Lines, Nanpura, Surat Gujarat Tel.: vi. Whether listed company No vii. Name, Address and Contact details of Registrar and Transfer Agent, if any. NA II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY: All the business activities contributing 10% or more of the total turnover of the company shall be stated: Sr. No. Name and Description of main products/services NIC Code of the product/service % of total turnover of the Company 1. Industrial Salt % III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: Sr. No. Name and Address of the Company CIN/GLN Holding/ Subsidiary/ Associate % of shares held Applicable section 1. Standard Industries Limited Plot no. 4, TTC Industrial Area, Thane Belapur Road, PO Millenium Business Park, Navi Mumbai L17110MH1892PLC Holding 100% Sec. 2(46) IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage of Total Equity) 7

10 STANDARD SALT WORKS LIMITED (i) Category-wise Shareholding Category of Shareholders (A) Promoters No. of Shares held at the beginning of the year ( ) Demat Physical Total % of Total Shares No. of Shares held at the end of the year ( ) Demat Physical Total % of Total Shares % Change during the year (1) Indian (a) Individuals/H.U.F (b) Central Government (c) State Government(s) (d) Bodies Corporate 0 47,000 47, ,84,000 5,84, (e) Banks/Financial Institutions (f) Any Other Sub-Total (A)(1) 0 47,000 47, ,84,000 5,84, (B) (2) Foreign (a) Non Resident Individuals (b) Other-Individuals (c) Bodies Corporate (d) Banks/Financial Institutions (e) Any Other Sub-Total (A)(2) Total shareholding of Promoters (A)=(A)(1)+(A)(2) 0 47,000 47, ,84,000 5,84, Public Shareholding (1) Institutions (a) Mutual Fund (b) Banks/Financial Institutions (c) Central Government (d) State Government(s) (e) Venture Capital Funds (f) Insurance Companies (g) Foreign Institutional Investors (h) Foreign Venture Capital Funds (i) Others Sub-Total (B)(1) (2) Non Institutions (a) (b) Bodies Corporate i) Indian ii) Overseas Individuals i) Individual shareholders holding nominal share capital upto 1 lakh ii) Individual shareholders holding nominal share capital in excess of 1 lakh (c) Others (specify) Sub-Total (B)(2) Total Public shareholding (B)=(B)(1)+(B)(2) (C) Shares held by Custodians for GDRs & ADRs GRAND TOTAL (A)+(B)+(C) 0 47,000 47, ,84,000 5,84, (ii) Shareholding of Promoters 8

11 STANROSE MAFATLAL Sr. No. Shareholders Name No. of Shares held at the beginning of the year ( ) No. of Shares % of total shares of the company % of shares pledged/ encumbered to total shares No. of Shares No. of Shares held at the end of the year ( ) % of total shares of the company % of shares pledged/ encumbered to total shares % Change in shareholding during the year 1 Standard Industries Limited 46, % 5,83, % (Nominees of Standard Industries Limited) 2 Shri K. J. Pardiwalla & Standard Industries Limited Shri R. N. Patel & Standard Industries Limited Shri D. H. Parekh & Standard Industries Limited Shri Suresh R. Patel & Standard Industries Limited Shri M. J. Mehta & Standard Industries Limited Shri P. R. Pichhamurthy & Standard Industries Limited Shri Harshad Mehta & Standard Industries Limited 1 1 TOTAL 47, % 5,84, % (iii) Change in Promoters Shareholding (please specify, if there is no change) Sr. No. Names Shareholding at the beginning of the year ( ) No. of shares % of total shares of the Company Remarks Shareholding at the end of the year ( ) No. of shares % of total shares of the Company 1 Standard Industries Limited 47, % Purchase 5,84, % (iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs): Sr. No. Name of Top 10 Shareholders Shareholding at the beginning of the year ( ) No. of shares % of total shares of the company Increase/ Decrease in shareholding Remarks Shareholding at the end of the year ( ) No. of shares % of total shares of the Company NOT APPLICABLE (v) Shareholding of Directors and Key Managerial Personnel: Sr. No. Names Shareholding at the beginning of the year ( ) No. of shares % of total shares of the company Increase/ Decrease in shareholding Remarks Shareholding at the end of the year ( ) No. of shares % of total shares of the Company NOT APPLICABLE 9

12 STANDARD SALT WORKS LIMITED V. INDEBTEDNESS Indebtedness of the Company including interest outstanding/accrued but not due for payment: Particulars Secured Loans excluding deposits Unsecured Loans Deposits Total Indebtedness Indebtedness at the beginning of the financial year (i) Principal Amount 40,62,26,088 40,62,26,088 (ii) Interest due but not paid (iii) Interest accrued but not due 9,83,91,448 9,83,91,448 Total (i+ii+iii) 50,46,17,536 50,46,17,536 Change in Indebtedness during the financial year Addition Reduction 50,46,17,536 50,46,17,536 Net Change 50,46,17,536 50,46,17,536 Indebtedness at the end of the financial year (i) Principal Amount (ii) Interest due but not paid (iii) Interest accrued but not due Total (i+ii+iii) VI. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL A. Remuneration to Managing Director, Whole-time Directors and/or Manager: Sr. No. Particulars of Remuneration Name of MD/WTD/Manager Total Amount 1. Gross salary } (a) Salary as per provisions contained in Section 17(1) of the Income tax Act, 1961 (b) Value of perquisites u/s 17(2) of the Income tax Act, 1961 (c) Profits in lieu of salary under section 17(3) of the Income tax Act, Stock Option NOT APPLICABLE 3. Sweat Equity 4. Commission as % of profit others 5. Others Total (A) Ceiling as per Act B. Remuneration to other Directors: (in ) Particulars of Remuneration (1) Independent Directors Shri D. H. Parekh Shri D. M. Nadkarni Name of Directors Shri R. N. Patel Shri F. M. Pardiwalla Shri K. J. Pardiwalla Total Amount Fee for attending board committee meetings Commission Others, please specify Total (1) (2) Other Non-Executive Directors Fee for attending board committee meetings 1,750 1, ,500 Commission Others, please specify Total (2) 1,750 1, ,500 Total (B)=(1+2) 1,750 1, ,500 Overall ceiling as per the Act Total Managerial Remuneration 1,750 1, ,500 10

13 STANROSE MAFATLAL C. Remuneration to key managerial personnel other than MD/Manager/WTD: Sr. No. Particulars of Remuneration CEO Key Managerial Personnel Company Secretary CFO Total 1. Gross salary (a) Salary as per provisions contained in Section 17(1) of the Income Tax Act, 1961 (b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961 (c) Profits in lieu of salary under Section 17(3) of the Income Tax Act, Stock Option 3. Sweat Equity 4. Commission as % of profit others 5. Others Total (A) Ceiling as per Act NIL VII. PENALTIES/PUNISHMENT/COMPOUNDING OF OFFENCES: Type Section of the Companies Act Brief Description Details of penalty/ punishment/ compounding fees imposed Authority [RD/ NCLT/Court] Appeal made, if any A. Company Penalty Punishment NONE Compounding B. Directors Penalty Punishment NONE Compounding C. Other Officers in Default Penalty Punishment NONE Compounding 11

14 STANDARD SALT WORKS LIMITED INDEPENDENT AUDITORS REPORT TO THE MEMBERS OF STANDARD SALT WORKS LIMITED Report on the Standalone Financial Statements We have audited the accompanying standalone financial statements of STANDARD SALT WORKS LIMITED ( the company ), which comprise the Balance Sheet as at 31 March 2017, the Statement of Profit and Loss, the Cash Flow Statement for the year then ended, and a summary of significant accounting policies and other explanatory information. Management s Responsibility for the Standalone Financial Statements The Company s Board of Directors is responsible for the matters in section 134(5) of the Companies Act, 2013 ( the Act ) with respect to the preparation of these standalone financial statements that give a true and fair view of the financial position, financial performance and cash flows of the Company in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, This responsibility also includes the maintenance of adequate accounting records in accordance with the provision of the Act for safeguarding of the assets of the Company and for preventing and detecting the frauds and other irregularities; selection and application of appropriate accounting policies; making judgments and estimates that are reasonable and prudent; and design, implementation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparation and presentation of the financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error. Auditor s Responsibility Our responsibility is to express an opinion on these standalone financial statements based on our audit. We have taken into account the provisions of the Act, the accounting and auditing standards and matters which are required to be included in the audit report under the provisions of the Act and the Rules made there under. We conducted our audit in accordance with the Standards on Auditing specified under section 143(10) of the Act. Those Standards require that we comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether the financial statements are free from material misstatement. An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the financial statements. The procedures selected depend on the auditor s judgment, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk assessments, the auditor considers internal financial control relevant to the Company s preparation of the financial statements that give true and fair view in order to design audit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of the accounting estimates made by Company s Directors, as well as evaluating the overall presentation of the financial statements. We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion on the standalone financial statements. Opinion In our opinion and to the best of our information and according to the explanations given to us, the aforesaid standalone financial statements, give the information required by the Act in the manner so required and give a true and fair view in conformity with the accounting principles generally accepted in India; a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2017; b) in the case of the Statement of Profit and Loss, of the loss for the year ended on that date; and c) in the case of the Cash Flow Statement, of the cash flows for the year ended on that date. Emphasis of Matters We draw attention to the Note 25 (l) of the financial statements regarding the preparation of accounts on going concern basis. Report on other Legal and Regulatory Requirements As required by Companies (Auditor s Report) order 2015, issued by the Central Government of India in terms of sub-section (11) of section 143(3) of the Act, we give in the Annexure A statement on the matters specified in the paragraph 3 and 4 of the order; to the extent applicable. As Required by sec 143 (3) of the Act, we report that :- a) We have sought and obtained all the information and explanations which to the best of our knowledge and belief were necessary for the purposes of our audit. b) In our opinion proper books of account as required by law have been kept by the Company so far as appears from our examination of those books. c) the Balance Sheet, the Statement of Profit and Loss, and Cash Flow Statement dealt with by this Report are in agreement with the books of account. d) In our opinion, the aforesaid standalone financial statements comply with the Accounting Standards specified under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, e) The going concern matter described under the Emphasis of Matters paragraph above. f) On the basis of written representations received from the directors as on 31 March, 2017, taken on record by the Board of Directors, none of the directors is disqualified as on 31 March, 2017, from being appointed as a director in terms of Section 164(2) of the Act. 12

15 STANROSE MAFATLAL g) With respect to the adequacy of the internal financial controls over financial reporting of the Company and the operating effectiveness of such controls, refer to our separate Report in Annexure B. Our report expresses an unmodified opinion on the adequacy and operating effectiveness of the Company s internal financial controls over financial reporting. h) With respect to the other matters included in the Auditor s Report in accordance with Rule 11 of the Companies (Audit and Auditors) Rules, 2014 and to our best of our information and according to the explanations given to us:- i. The Company has disclosed the impact of pending litigations on its financial position in its financial statements Refer Note 25 (a) to the financial statements ii. The Company does not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses iii. iv. There were no amounts which required to be transferred, to the Investor Education and Protection Fund by the Company. The Company has provided details of holdings or dealings in Specified Bank Notes during the period form 8 th November 2016 to 30 th December 2016 in note no 25 (n) of notes to accounts, based on audit procedures and relying on management representation we report that the disclosure requirements are in accordance with books of accounts maintained by the company and as produced to us by the management. FOR Arunkumar K. Shah & Co. Chartered Accountants Firm Reg. No: W (Arunkumar K. Shah) Proprietor Mumbai Membership No: Dated: May ANNEXURE A TO THE INDEPENDENT AUDITOR S REPORT Re: Standard Salt Works Limited The Annexure referred to in our Independent Auditor s Report to the members of the company on the standalone financial statements for the year ended 31 st March 2017, we report that: 1. (a) The Company has maintained proper records to show full particulars including quantitative details and situation of its fixed assets. (b) The fixed assets of the Company have been physically verified by the Management during the year and no material discrepancies between the book records and the physical inventory have been noticed. In our opinion, this periodicity of physical verification is reasonable having regard to the size of the company and the nature of its assets. (c) According to the information and explanations given to us and on the basis of our examination of the records of the Company, the title deeds of immovable properties are held in the name of the Company. 2. (a) As per information & explanation given to us, the physical verification of inventory is conducted at reasonable intervals. (b) The procedure of physical verification of inventory followed by management is reasonable & adequate in relation to the size of the company & its nature of business. (c) The company is maintaining proper records of inventory. The discrepancies noted on verification between physical & book record where not material. 3. The Company has not granted any loans, secured or unsecured, to companies, firms or other parties covered in the register maintained under Section 189 of the Companies Act. Hence, the requirements of sub clause (a), (b), & (c) to clause (iii) of paragraph 3 of the said Order are not applicable to the Company. 4. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not granted any Loan to Directors neither given any loans to any person or other body corporate, or guarantee given or security provided in connection with a loan to any other body corporate or person. Also not acquired securities of any other body corporate by way of subscription, purchase or otherwise. 5. The company has not accepted the deposits from public as per the provisions of sections 73 to 76 or any other relevant provisions of the Companies Act and the rules framed there under. 6. The Central Government has not prescribed the maintenance of cost records under sub-section (1) of section 148 of the Companies Act for any activities of the Company. 7. (a) In our opinion and according to explanation given to us the company is regular in depositing undisputed statutory dues including provident fund, employees state insurance, income-tax, sales-tax, wealth tax, service tax, duty of customs, duty of excise, value added tax, cess and any other statutory dues with the appropriate authorities. There is no arrears of 13

16 STANDARD SALT WORKS LIMITED Nature of Statute outstanding statutory dues as at the last day of the financial year concerned for a period of more than six months from the date they became payable. (b) Details of cases for non-deposit with appropriate authorities of disputed dues of income tax or sales tax or wealth tax or service tax or duty of customs or duty of excise or value added tax or Cess as follows:- Notification as per Land Revenue Laws Notification as per Land Revenue Laws Nature of Dues Amount claimed by taluka development officer towards Local Cess & Education Cess Amount claimed by taluka development officer towards Local Cess & Education Cess Amount () Period to Forum where which amount the dispute is related pending 36,17,260/ to 2008 Gujarat High Court 2,11,08,930/ to 2015 Taluka Development Officer 8. As per the Information & explanation given to us, the company has not borrowed money from banks/ financial institutions nor issued any debentures and hence the question of default in repayment of dues does not arise. Accordingly, clause (viii) of paragraph 3 of the Order is not applicable. 9. The Company did not raise any money by way of initial public offer or further public offer (including debt instruments) and term loans during the year. Accordingly, clause (ix) of paragraph 3 of the Order is not applicable. However the company has issued right shares during the year to its Holding Company. 10. According to the information and explanations given to us, no material fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course of our audit. 11. According to the information and explanations given to us and on the basis of our examination of the records of the Company, the company has not paid/provided for managerial remuneration. 12. In our opinion and according to the information and explanations given to us, the Company is not a nidhi company. Accordingly, clause (xii) of paragraph 3 of the Order is not applicable. 13. According to the information and explanations given to us and based on our examination of the records of the Company, transactions with the related parties are in compliance with sections 177 and 188 of the Act where applicable and details of such transactions have been disclosed in the financial statements as required by the applicable accounting standards. 14. According to the information and explanations give to us and based on our examination of the records of the Company, the Company has not made any preferential allotment or private placement of shares or fully or partly convertible debentures during the year. 15. According to the information and explanations given to us and based on our examination of the records of the Company, the Company has not entered into non-cash transactions with directors or persons connected with him. Accordingly, clause (xv) of paragraph 3 of the Order is not applicable. 16. The Company is not required to be registered under section 45-IA of the Reserve Bank of India Act For Arunkumar K. Shah & Co. Chartered Accountants Firm Reg. No: W (Arunkumar K. Shah) Proprietor Mumbai Membership No: Dated: May 12,

17 STANROSE MAFATLAL Annexure B to the Independent Auditor s Report of even date on the Standalone Financial Statements of STANDARD SALT WORKS LIMITED Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ( the Act ) I have audited the internal financial controls over financial reporting of STANDARD SALT WORKS LIMITED ( the Company ) as of March 31, 2017 in conjunction with my audit of the financial statements of the Company for the year ended on that date. Management s Responsibility for Internal Financial Controls The Company s management is responsible for establishing and maintaining internal financial controls based on the internal control over financial reporting criteria established by the Company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountants of India. These responsibilities include the design, implementation and maintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficient conduct of its business, including adherence to company s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information, as required under the Companies Act, Auditors Responsibility My responsibility is to express an opinion on the Company s internal financial controls over Financial reporting based on my audit. I conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controls over Financial Reporting (the Guidance Note ) and the Standards on Auditing, to the extent applicable to an audit of internal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and the Guidance Note require that I comply with ethical requirements and plan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls over financial reporting was established and maintained and if such controls operated effectively in all material respects. My audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controls system over financial reporting and their operating effectiveness. My audit of internal financial controls over financial reporting included obtaining an understanding of internal financial controls over financial reporting, assessing the risk that a material weakness exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor s judgement, including the assessment of the risks of material misstatement of the financial statements, whether due to fraud or error. I believe that the audit evidence I have obtained is sufficient and appropriate to provide a basis for my audit opinion on the Company s internal financial controls system over financial reporting. Meaning of Internal Financial Controls over Financial Reporting A company s internal financial control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. A company s internal financial control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorisations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company s assets that could have a material effect on the financial statements. Inherent Limitations of Internal Financial Controls Over Financial Reporting Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate. Opinion In my opinion, the Company has, in all material respects, an adequate internal financial controls system over financial reporting and such internal financial controls over financial reporting were operating effectively as at March 31, 2017 based on the internal control over financial reporting criteria established by the company considering the essential components of internal control stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of Chartered Accountant of India. For Arunkumar K. Shah & Co. Chartered Accountants Firm Reg. No: W (Arunkumar K. Shah) Mumbai Proprietor Dated: May 12, 2017 Membership No:

18 STANDARD SALT WORKS LIMITED BALANCE SHEET AS AT 31ST MARCH, 2017 Particulars Note No I. EQUITY AND LIABILITIES (1) Shareholders funds (a) Share capital ,84,00,000 14,25,610 (b) Reserves and surplus... 4 (3,55,10,918) (48,64,91,316) 2,28,89,082 (48,50,65,706) (2) Non-current liabilities (a) Long-term borrowings ,61,37,222 (b) Other long-term liabilities ,83,91,448 49,45,28,670 (3) Current liabilities (a) Short-term borrowings ,00,88,866 (b) Trade payables ,94,871 22,56,731 (c) Other current liabilities ,76,415 48,34,477 (d) Short-term provisions ,12,202 14,06,092 73,83,488 1,85,86,166 Total... 3,02,72,570 2,80,49,130 II. ASSETS (1) Non-Current Assets (a) Tangible fixed assets ,81,657 60,63,376 (b) Capital work in progress... 76,25,243 45,29,979 1,30,06,900 1,05,93,355 (c) Long-term loans and advances ,09,459 16,43,454 1,46,16,359 1,22,36,809 (2) Current assets (a) Current investments ,000 54,000 (b) Inventories ,15,47,946 85,65,600 (c) Trade receivables ,32,538 18,47,386 (d) Cash and cash equivalents ,11,660 42,42,781 (e) Short-term loans and advances ,55,257 10,47,744 (f) Other current assets ,810 54,810 1,56,56,211 1,58,12,321 Total... 3,02,72,570 2,80,49,130 See accompanying notes forming part of the Financial 25 Statements In terms of our report attached For Arunkumar K. Shah & Co. Chartered Accountants FRN: W Arunkumar K. Shah Proprietor Membership No: Place : Mumbai Date : May 12, 2017 D. H. PAREKH Chairman K. J. PARDIWALLA D. M. NADKARNI R. N. PATEL } Directors Place : Mumbai Date : May 12,

19 STANROSE MAFATLAL STATEMENT OF PROFIT AND LOSS FOR THE YEAR ENDED 31ST MARCH, 2017 Particulars Note No. Year ended 2017 Year ended 2016 (I) INCOME (a) Revenue from operations ,40,29,946 3,44,01,685 (b) Other income ,015 4,27,661 Total Revenue... 2,40,30,961 3,48,29,346 (II) EXPENSES (a) Change in inventory of stock-in-trade (29,82,346) (27,00,281) (b) Employee benefit expenses ,23,457 27,20,811 (c) Finance costs ,94,73,397 3,36,83,882 (d) Depreciation ,81,719 5,15,924 (e) Other expenses ,64,54,336 2,82,14,901 Total Expenses... 5,63,50,563 6,24,35,237 (III) (Loss) before taxes (I II)... (3,23,19,602) (2,76,05,891) (IV) Tax Expense Excess/(short) Provision for taxes in respect of earlier years... (151,063) (V) (Loss) for the year (III + IV)... (32,319,602) (27,756,954) (VI) Earnings Per Share Basic and Diluted ()... (55) (1,947) Nominal value per share [Refer Note 25(h)] See accompanying notes forming part of the Financial Statements 25 In terms of our report attached For Arunkumar K. Shah & Co. Chartered Accountants FRN: W Arunkumar K. Shah Proprietor Membership No: Place : Mumbai Date : May 12, 2017 D. H. PAREKH Chairman K. J. PARDIWALLA D. M. NADKARNI R. N. PATEL } Directors Place : Mumbai Date : May 12,

20 STANDARD SALT WORKS LIMITED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017 Year ended Year ended A. Cash Flow from Operating Activities: (Loss) before Taxes... (3,23,19,602) (2,76,05,891) Adjustments for: Depreciation 6,81,719 5,15,924 Loss/Profit on Sale of fixed assets... 1,25,866 Interest on borrowings... 2,94,73,397 3,36,83,882 Interest Income on Fixed Deposits with Bank... (3,39,941) 3,01,55,116 3,39,85,731 Operating Profit/(Loss) before Working Capital Changes (21,64,486) 63,79,840 Decrease/(Increase) in Trade and other receivables... (4,92,665) 52,360 (Increase)/Decrease in Inventories... (29,82,346) (27,00,281) (Decrease)/Increase in Trade and other payables... (10,38,554) 79,697 (45,13,565) (25,68,224) (66,78,051) 38,11,616 Direct Taxes Refund/paid... 33,995 4,66,003 Net Cash Generated from/(used in) Operating Activities (A)... (66,44,056) 42,77,619 B. Cash Flow from Investing Activities: Purchase of Fixed Assets... (31,70,522) (53,94,558) Sale of Fixed Assets... 14,286 Interest Income on Fixed Deposits with Bank... 3,75,910 Net Cash Used in Investing Activities (B)... (31,70,522) (50,04,362) C. Cash Flow from Financing Activities Long Term Borrowing paid... (39,61,37,222) Increase in share Capital... 5,69,74,390 Increase in share Premium... 48,33,00,000 Short term borrowings... (1,00,88,866) 4,03,568 Interest paid... (12,78,64,845) (33,68,388) Net Cash Generated from Financing Activities (C)... 61,83,457 (29,64,820) Net Increase/(Decrease) in cash and cash equivalents (A+B+C). (36,31,121) (36,91,563) Cash and Cash equivalents as at (Opening Balance).. 42,42,781 79,34,344 Cash and Cash equivalents as at (Closing Balance).. 6,11,660 42,42,781 Notes: 1. Components of cash and cash equivalents include cash and bank balances in Current Accounts (Refer Note 16 forming part of the Financial Statements). 2. The Cash Flow Statement has been prepared in accordance with the requirements of Accounting Standard 3 on Cash Flow Statement issued by the Institute of Chartered Accountants of India. See accompanying notes forming part of the financial statements In terms of our report attached For Arunkumar K. Shah & Co. Chartered Accountants FRN: W Arunkumar K. Shah Proprietor Membership No: Place : Mumbai Date : May 12, 2017 D. H. PAREKH Chairman K. J. PARDIWALLA D. M. NADKARNI R. N. PATEL } Directors Place : Mumbai Date : May 12,