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.)

*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:

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:

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:

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:

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