Directors Report of STL Global Ltd.
Mar 31, 2018
DIRECTORSâ REPORT
To
The Members,
The board of directors has pleasure in presenting the 21st Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2018.
The Financial Results of your company for the year ended on 31st March 2018 are as follows:
(Rs. in Crores)
|
Year Ended March 31st |
2018 |
2017 |
|
Sales and Other Income |
104.51 |
82.32 |
|
Expenditure |
85.48 |
63.20 |
|
Depreciation & Amortization |
2.86 |
3.64 |
|
Profit/(Loss) before Exceptional & Extra Ordinary Items |
16.53 |
15.49 |
|
Exceptional Items Income/(Expenses) |
14.85 |
1.36 |
|
Extraordinary Items |
0.00 |
0.00 |
|
Profit/(Loss) before Tax |
31.38 |
16.85 |
|
Tax Paid for Earlier Year |
0.54 |
0.00 |
|
Provision for Deferred Tax |
0.00 |
0.00 |
|
Profit/(Loss) After Tax |
30.84 |
16.85 |
Performance of your Company
As you all are already aware that Company has been facing adverse factors from previous nine-ten years but continuous efforts of management of the company seems to be successful from last two year as the company is coming on track after getting itself out of trap of financial sickness. The company has settled or in process of settlement of secured/unsecured Loans of Banks. Profit shown in financial statement mainly due to reversal of Provision of interest created in earlier years.
The year under review was marked by various structural reforms. The turbulence of sudden note ban coupled with indirect tax overhaul resulted to a three-year low growth rate of 5.7% in the first quarter, however, towards end of the year it had shown signs of picking up, though lower than that of last financial year. Initial teething problems associated with the adoption of new indirect tax regime in the form of GST, other structural reforms like initiating significant steps towards resolution of NPA problems, together with increase in crude oil prices world over have slowed down the growth. However, growth is picking up and the textile sector is showing signs of recovery.
Operations
Results of the Company for the last financial year are as follows; total revenue for the year ended 31st March, 2018 has been increased to Rs. 104.51 Crores as compared to previous year''s Rs. 82.32 Crores, hence there was an increase of approx. 24 to 25%. The operating profit before tax is Rs. 31.38 Crores and tax paid for earlier was Rs.
0.54 during the year. No Provision for deferred tax has been made during the last financial year as there is no certainty of future taxable income. The net profit for the year was Rs. 30.84 crores against a net profit of Rs. 16.85 crores in the previous financial year.
Dividend
The board of directors of the Company does not recommend any dividend for the financial year ended on 31stMarch 2018.
Unclaimed Dividends:
Since STL Global Limited has not paid any dividend in last considerable years so the applicability of different rules, act and regulation is not applicable.
Management Discussion and Analysis Report
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 and Schedule V of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report. (Annexure-I)
Indian Accounting Standard (Ind AS)
The Company has adopted Indian Accounting Standards (IND AS) prescribed under section 133 of the Companies Act,2013, read with the relevant rules issued thereunder. The date of transition to Ind AS is 1st April, 2017 and accordingly, Financial Results of 2017-18 have been prepared in accordance with the recognition and measurement principals laid down in Ind AS 34 "Interim Financial Reporting" and the other accounting principles generally accepted in India. The Impact of transition has been accounted for in the opening reserves and the comparative figures have been reinstated accordingly.
Segment Reporting
STL Global Limited business is segregated into two segments Textile & Real Estate Business and the Financial Statements has been prepared in accordance with the recognition and measurement principles laid down in Ind AS 34 âInterim Financial Reportingâ and other accounting principles generally accepted in India.
Fixed Deposit
As on 31st March 2018, no Fixed Deposits was held by the company.
Listing and ISIN
Equity Shares of the STL Global Limited are listed at BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE), Mumbai. The Annual Listing Fees for the Financial Year 2018-19 has already been paid by the Company to both the stock exchanges.
The Company''s shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
Share Capital
There was no change in the Authorized Share Capital of the Company during last financial year and it remains unchanged at Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000 (Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
The paid-up share capital of the Company as on 31st March 2018 was also remains unchanged at Rs. 27,22,17,975/consisting of 26990915 fully paid up Equity shares of Rs.10/- each and 461765 partly paid up Equity Shares of Rs. 5/- each.
Address of Corporate Office
The Corporate Office of the company is situated at Plot No.207-208, Sector-58, Faridabad-121004, HR (India). Shareholders are requested to please take a note of the above.
Corporate Governance
Corporate Governance is the combination of voluntary practices, disclosures and compliance with laws as may be applicable to the company leading to effective control and management of a Company. Your Company believes that Corporate Governance balances the interest of all stakeholders of a company and satisfies the tests of accountability, transparency and fair play.
STL Global Limited philosophy on Corporate Governance is to operate for the benefit of all its stakeholders, including shareholders, customers, lenders, creditors, employees, government authorities and the community and to conduct its business in a transparent, ethical and fair manner. Your Board of Directors considers itself the trustee of Company''s shareholders and always aims at maximizing the shareholders'' value and protecting the interest of all other stakeholders.
The report on Corporate Governance is annexed and forms part of this Directors'' Report (Annexure - VI).
STL Global Limited has been strictly complying with the requirements of Corporate Governance as stipulated under Regulation 27 and Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The copy of certificate obtained from Statutory Auditors of the Company dated 30.05.2018 confirming the compliance of the conditions of Corporate Governance by the Company is also attached with this report.
Number of Board Meeting
During the financial year 2017-18, six meetings of the Board of Directors were held, the details of which are given in the Corporate Governance report annexed herewith and forms part of this Director''s Report.
Formation of various Committees
Details regarding various committees constituted by the Board of directors are given in the Corporate Governance report annexed herewith and forms part of this Director''s Report.
Material Changes and Commitment
There were no material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31st March, 2018 to which this financial statement relates on the date of this report.
Directors & Key Managerial Personnel
During the last financial year Mr. Vishal Aggarwal, Joint Managing Director of the company would be designated as Chairman & Managing Director of the company from 01st April, 2017 and he would be responsible for the management of whole of the affairs of the company. On 03rd April, 2017 Mr. Arunagshu Ghosh, Non-Executive Independent director was resigned due to some personal reasons and other preoccupations.
Further in order to comply with Regulation 17 and other applicable regulations, if any, of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Board of director has appointed Mr. Prakash Swaroop Arya (DIN: 07799593) as an Additional Independent Director on the board w.e.f. 29th May, 2017 who is regularize as Independent Director in the 20th Annual General Meeting (AGM) held on 29th September, 2017 by the shareholders of the company. Hence at present the total strength of the Board of directors is five directors. Out of which two are executive directors and three are non-executive & independent directors. In the last Annual General Meeting (AGM) company has reappointed Mr. Vishal Aggarwal, Managing Director and Mr. Sanjiv Kumar Aggarwal, Whole Time Director respectively.
Retirement by Rotation
There are two rotational directors in the company at present; hence in accordance with the provisions of Section 149(13) of the Companies Act, 2013, which states that the provision of sub-sections (6) and (7) of section 152 in respect of retirement of Directors by rotation shall not apply to the appointment of Independent Directors. Hence one director shall retire by rotation in the forthcoming 21st AGM. So Mr. Vishal Aggarwal, Managing Director of the Company shall retire by rotation at the forthcoming 21st Annual General Meeting (AGM) and being eligible, he has offered himself for re-appointment. A brief resume of director, containing their age, qualifications and experience is already given in the annexure to the notice convening forthcoming 21st Annual General Meeting.
The resolution contained at item no. 2 of the notice is being proposed for his re-appointment as director at the forthcoming Annual General Meeting of the Company. The board recommends his re-appointment.
Declaration by Independent Directors
STL Global Limited abided by definition of Independence as per Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and according to the Provision of Section 149 (6) of the Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
Company''s Policy relating to Directors appointment, payment of remuneration and discharge of their duties
STL Global Limited has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Policy is available on the website of the company i.e. www.stl-global.com.
Loans, Investment and Guarantees by the Company
Disclosure on particulars relating to Loans, guarantees or investments under Section 186 of the Companies Act 2013, if any, is provided as part of financial statements.
Particulars of Contracts or Arrangements with Related Parties referred to in section 188(1) of the Companies Act, 2013.
All related party transactions that were entered and executed during the year under review were at arms'' length basis. As per the provisions of Section 188 of the Companies Act, 2013 and Rules made thereunder read with Regulation 23 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, your Company had obtained prior approval of the Audit Committee under omnibus approval route and / or under specific agenda before entering into such transactions.
The policy on materiality of Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company i.e. www.stl-global.com. In compliance with Section 134(3) of the Companies Act, 2013, particulars of contracts or arrangements with related parties referred to in Section 188(1) of the Companies Act, 2013 are enclosed, in the Form AOC-2, as a part of this report (Annexure-V)
Directorâs Responsibility Statement
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
2. That 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 as on 31st March 2018 and of the profit or loss of the company for the year ended on that date.
3. That the directors have 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 frauds and other irregularities.
4. That the directors have prepared the annual accounts on a Going Concern Basis.
5. That the directors have laid down internal financial controls are adequate and were operating effectively.
6. That the directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Internal Control Systems and their Adequacy
The Company has adequate systems of internal control covering all financial and operational activities. The internal control are designed to provide reasonable assurance with regard to maintaining proper accounting controls, protecting assets from unauthorized losses and ensuring reliability of financial and operational information and proper compliance with regulations. The internal control system of the company are monitored and evaluated by the internal auditor and the senior management of the company. In the opinion of the Board, an internal control system adequate to the size of the Company is in place.
Subsidiary Companies
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditorâs Report
M/s. Vishnu Aggarwal Associates, Chartered Accountants, (FRN: 007231C), Auditors of the Company is appointed in the 20th Annual General Meeting (AGM) of the Company held on September 29, 2017 to hold office for a period of five years till the conclusion of 25th Annual General Meeting (AGM), subject to ratification of their appointment at every AGM of the Company, this was done as per prevailing law at that time. As per notification issued by Ministry of Corporate Affairs dated May 7, 2018, proviso of sub-section (1) of Section 139 of the Companies Act, 2013, which provided for such ratification every year has been omitted. However, the resolution passed by the members on September 29, 2017 contains requirement for ratification of appointment of auditors at every AGM. As an abundant caution it is now proposed, to ratify an appointment of Statutory Auditors in the forthcoming 21st Annual General Meeting (AGM). The company had received a confirmation from the Statutory Auditor that their appointment if made, will be within the limits prescribed under the provisions of Section 139 of the companies Act, 2013.
Notes to the accounts referred to in the auditor''s report are self-explanatory and therefore do not call for any further comments.
Cost Audit
As per the requirement of Central Government and pursuant to Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, company is not required to carry out audit of cost records.
Secretarial Audit
Pursuant to the provisions of Section 204(1) of the Companies Act, 2013 and Rule 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014 and other applicable provisions, if any, of the Companies Act, 2013, the Company has appointed M/s Vijay Mourya & Associates, a Company Secretary Firm to undertake the Secretarial Audit of the Company for the Financial Year 2017-18. The Secretarial Audit Report (Form MR-3) for the Financial Year 2017-18 is annexed herewith as part of Director''s Report as (Annexure-II).
Internal Audit:
The Company has appointed Mr. Naveen Kumar, Chartered Accountant (Membership No. 505899) proprietor of M/s Naveen Brahmanand & Co., Chartered Accountants (FRN: 023923N) as an Internal Auditor of the Company for the
F.Y. 2017-18, who has conducted the audit and submits their report on time to time before the Audit Committee and Board including action taken reports on the findings and discrepancies, if any.
Extract of Annual Return
The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014, is included in this Report as (Annexure- IV) and forms an integral part of this Report.
Board Evaluation:
During the year, Board has made performance evaluation of the Promoter Directors and Independent Directors of the Company. Evaluation was made on the basis of following assessment criteria:
i) Attendance in Board meeting, active participation in the meeting and giving inputs on time in the minutes.
ii) Stick to ethical standards and code of conduct of the Company and timely submission of disclosure of interest.
iii) Interpersonal relationship with other directors and management.
iv) Active contribution for the benefit of the Company
iv) Compliances with policies. Immediately reporting fraud, violation, statutory matters etc.
The overall performance of the Board and Committees of the Board was found satisfactory.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
STL Global Limited sincerely believes that growth needs to be sustainable in a socially relevant manner. Today''s business environment especially in India therefore demands that Corporates play a pivotal role in shouldering social responsibility. India''s new Companies Act, 2013 has introduced several new provisions which change the face of Indian corporate business. One of such new provisions is Corporate Social Responsibility (CSR).
As per Section 135(1) of the Companies Act, 2013 provides that every company having net worth of Rs. 500 Crore or more, or turnover of Rs. 1,000 Crore or more or a net profit of Rs. 5 Crore or more during any financial year shall constitute a Corporate Social Responsibility (âCSRâ) Committee. Company has earned a profit of Rs. 16.85 crores last year ended on March 31, 2017 and therefore the CSR provisions as per section 135 of the Companies Act, 2013 and rules framed thereunder applicable on the Company.
In accordance with the requirements of Section 135 of Companies Act, 2013, Company has formed Corporate Social Responsibility Committee last year, which comprises Mr. Vishal Aggarwal, Mr. Sanjiv Kumar Aggarwal and Ms. Anjana Mehra, Directors of the Company.
The average net profit of the Company, computed as per Section 198 of the Companies Act, 2013, during the three immediately preceding financial years i.e. in 2016-17, 2015-16 and in 2014-15 was negative and therefore company not spent any amount on CSR. Further company has negative Net Worth, huge accumulated losses and also had Bank''s restructured Liability. Profit shown in financial statement mainly due to reversal of Provision of interest created in earlier years. The Company is in mode of revival itself and will do CSR in future once the company recovers its accumulated losses.
Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure
Information on Conservation of energy as required to be disclosed under section 134 (3)(m) of the Companies Act 2013, read with Rules 8 of Company (Accounts) Rules, 2014 is provided as under:
A. Conservation of Energy
During last financial year also the Company has made continuous efforts in order to ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
STL Global Limited has been continuously making its best efforts for energy conservation like Energy saving tubes and other ''less electricity consuming'' electronic devices are installed in the Plant in a phased manner for this purpose. The Department wise monitoring of energy consumption is regularly conducted in order to save power cost and for optimum utilization of available resources.
b. The relevant data in respect of energy consumption is given below:
FORM - A___
|
(a) Power and Fuel Consumption |
Current Year (2017-18) |
Previous Year (2016-17) |
|
Electricity Purchased Units (Nos) |
4812278 |
4561051 |
|
Total Cost (Rs.) |
3,74,37,920 |
3,64,43,447 |
|
Rate per Unit (Rs.) |
7.78 |
7.99 |
|
(b) Own Generation- (Through D.G. set) |
||
|
Generated Units (Nos) |
455718 |
1031745 |
|
Diesel Cost (Rs.) |
83,66,875 |
1,88,49,984 |
|
Diesel Cost Per Unit (Rs.) |
18.36 |
18.27 |
B. Technolog
Absorption, Research & Development
STL Global Limited is working with best available technology in all of its production activities viz. knitting, dyeing etc. The Company has a full time specialized and dedicated, independent Research & Development department for its production divisions, which regularly provide suggestions for reducing the cost of production and improving quality of products. The present technology is also being updated from time to time as and when required and the company is also taking full advantage of implementation of information technology through the plant-wide network for quicker decision making and faster preventive actions.
C. Foreign Exchange Earnings and Outgo
Particulars regarding foreign exchange earnings and expenditure are annexed hereto as (Annexure - III) and forms part of this Director''s Report.
Cautionary Statement
This director''s report contains some forward looking statements which may be identified by use of words like expect, anticipate, believes, intends, projects, plans or other words of similar meaning. These forward looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. Company assumes no responsibility to publicly amend, modify or revise any of the forward looking statement on the basis of any subsequent developments, information or events.
Management is also of the opinion that quarter to quarter performance comparison would not be an ideal way of reviewing the Company''s performance in view of the changing transaction dynamics which might result into some of the key assignments getting stretched and the incidence of the revenues may either pass over to next quarter or pushed on to a longer time scale than anticipated.
Sexual Harassment at Workplace (Prevention, Prohibition and Redressal) Act, 2013
The Company has always believed in providing a safe and harassment free workplace for every employee/individual working in the company through various interventions and practices. The company always endeavors to create and provide an environment that is free from discrimination and harassment including sexual harassment. Proper awareness programs, whenever required were carried out against sexual harassment. During the year ended 31st March, 2018 in the Company no complaints pertaining to sexual harassment was received.
SAFETY, HEALTH AND ENVIRONMENT SAFETY
STL Global Limited believes that safety is an integral part in the efficient business management; hence it has benchmarked its processes to the highest standards of safety. Adequate Controls are made at workstation to safeguard the interest of employees. Prompt and regular efforts with respect to safety, training and education are your company''s commitment to the safety. The employees working on the production floor are required to undergo a mandatory training in their respective department. Also various other efforts are being taken continuously for improving safety at the plant and these efforts include continuous safety trainings with internal & external faculties, on-the-job training for technicians and safety awareness among employees etc.
HEALTH
STL Global Limited has built sufficient infrastructure in order to provide necessary medical care to the employees working at all levels. The medical checkups are also done before recruitment of any new person. A first-aid box is always available in all the departments and normal medical checkups are regularly conducted. The employees are also imparted with health education from time to time. The company is committed to safe and healthy life of its employees.
ENVIRONMENT
STL Global Limited and its management are fully committed to provide a safe and healthy working environment inside the Company as well outside. The Company regularly complies with all rules & regulations regarding protection of the environment of its outside surrounding area. Your Company is also committed to prevent wasteful use of natural resources and to minimize the dangerous impacts of any of its activities e.g. production, development, use & disposal of products and other services on the environment. The Company always ensures that highest standards of environmental management are being maintained. The company regularly participates in plantation activity in the vicinity.
SHE COMMITTEE
Your Company had a SHE Committee (Safety, Health & Environment Committee) that comprises of members from the senior management of Company. The SHE Committee is mainly responsible for ensuring safe and healthy environment within the Company and its neighboring area, and also for complying with all applicable regulatory requirements in this regard.
The Company is also fully committed to make its contribution in the Social and Economic Development of the community located in vicinity of its operations and to provide assistance for improving the quality of their life and optimum utilization of resources.
Particulars of Employees A. The information required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31st March, 2018:
|
S.No. |
Name of Director |
Designation |
Remuneration |
Ratio |
|
1. |
Mr. Vishal Aggarwal |
Managing Director |
12 Lakhs |
5.56 |
|
2. |
Mr. Sanjiv Kumar Agarwal |
Whole Time Director |
9 Lakhs |
4.17 |
|
3. |
Mr. Faquir Chand Gupta* |
Non-Executive Independent Director |
N.A. |
N.A. |
|
4. |
Mr. Prakash Swaroop Arya* |
Non-Executive Independent Director |
N.A. |
N.A. |
|
5. |
Mrs. Anjana Mehra* |
Non-Executive Woman Independent Director |
N.A. |
N.A. |
The Median remuneration of the employees for the Financial Year ending on 31st March, 2018 is Rs. 2.16 Lakhs.
* All the Non-Executive Independent Directors of the Company were not paid any remuneration and were paid only sitting fee for attending the meetings of the Board/Committee of Directors. Therefore, the said ratio of remuneration of each director to median remuneration of the employees of the company is not applicable.
2. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: During the last financial year there was Increase in the Remuneration of Managing Director (100%), Whole Time Director (100%), Chief Financial Officer (25%) & Company Secretary (10%) of the Company
3. The percentage increase in the median remuneration of employees in the financial year: Not Increase
4. The number of permanent employees on the rolls of the Company: 179 Employees
5. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the last financial year there was increase in the remuneration/salary of the employees (up to 10%) and there was also increase in the managerial remuneration.
6. The key parameters for any variable component of remuneration availed by the directors: The Executive Directors have not availed any variable component of remuneration.
7. Affirmation that the remuneration is as per the remuneration policy of the company: It is affirmed that the remuneration paid is as per the remuneration policy of the company.
B. Top Ten Employees (including Directors) information as per Rule 5(2) of Chapter XIII, the Companies (Appointment and Remuneration of Managerial Personnel) rules, 2014 in terms of salary as on 31st March, 2018 are given below:
|
Sl. No. |
Name of Employees |
Designation |
Salary per month (In Rs.) |
|
1 |
Mr. Vishal Aggarwal |
Managing Director |
1,00,000 |
|
2 |
Sanjiv Kumar Aggarwal |
Whole Time Director |
75,000 |
|
3 |
Sanjay Kumar Gupta |
General Manager |
75,000 |
|
4 |
Anil Jodhani |
Chief Financial Officer (CFO) |
75,000 |
|
5 |
David Singh |
Marketing Manager |
70,000 |
|
6 |
G.S. Chauhan |
Personal & HR Manager |
50,000 |
|
7 |
Dilip Kumar Banka |
Purchase Manager |
46,000 |
|
8 |
Ajay Kumar Singh |
Finishing Incharge |
42,000 |
|
9 |
Pramod Singh |
Sr. Marketing Merchant |
40,000 |
|
10 |
Neeraj Tyagi |
Dying Manager |
40,000 |
C. The information required under section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
None of the employee has received remuneration exceeding the limit Rs. 1.20 Crore per annum when employed for full year and Rs. 10 lakhs per month, when employed for a part of the year, as stated in section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended from time to time.
Personnel
The Board of directors and management of the company once again sincerely acknowledge the devotion of all the employees of the company, who have contributed in the performance & development of the company. Company treats its employee like its asset. The Company''s relations with employees are always cordial, the employees are regularly provided with internal & external trainings and more responsibility is being entrusted to them thereby involving them in day-to-day decision making. The true spirit of trust, commitment, dignity, transparency and opportunity to explore & achieve their dreams gives the employees an encouragement and yearning to perform better.
Acknowledgement & Appreciation
In today''s world no company can grow without the support of their employees. The company''s growth is achieved with the continuous support of all the stakeholders. Your directors once again take this opportunity to first of all thank all the employees of the Company for their hard work, dedication, co-operation and support rendered towards the Company.
The board of directors also wants to express its gratitude towards the Company''s Bankers, Financial Institutions, Central and State Government Authorities & Officials, Customers, Vendors, Traders, Solicitors, Advisors and to our well-wishers for their support and co-operation during the period under review.
And also to you, our dear shareholders, we are extremely grateful for your continuous support and confidence.
For and on behalf of the Board of Directors
Sd/- Sd/-
Vishal Aggarwal Sanjiv Kumar Aggarwal
Date: 13th August 2018 (Chairman & Managing
Director) (Whole Time Director)
Place: Faridabad (DIN: 00226677) (DIN: 00227251)
Mar 31, 2016
DIRECTORS'' REPORT
To
The Members,
The board of directors has pleasure in presenting the 19th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2016.
The Financial Results of your company for the year ended on 31st March 2016 are as follows:
(Rs. in Crores)
|
Year Ended March 31st |
2016 |
2015 |
|
Sales and Other Income |
75.86 |
79.08 |
|
Expenditure |
80.55 |
109.16 |
|
Profit/(Loss) (Before Depreciation and Tax) |
(0.0021) |
(23.67) |
|
Depreciation & Amortization |
4.686 |
6.42 |
|
Profit/(Loss) before Tax |
(4.69) |
(30.08) |
|
Exceptional Items |
0.00 |
0.00 |
|
Extraordinary Items |
0.00 |
0.00 |
|
Tax Paid For Earlier Year |
(0.33) |
0.00 |
|
Provision for Deferred Tax |
0.00 |
0.00 |
|
Profit/(Loss) After Tax |
(5.02) |
(30.08) |
Performance of your Company
As you all are already aware that Company has been facing adverse factors from previous seven-eight years and the last financial year was also not an exception for the textile industry as the company continued to face the adverse factors like lesser demand, suspension of production activities due to closure of plant and comparatively lesser recovery in the Indian textile industry against considerable revivals in the world economy. These adverse factors clubbed with huge burden of fixed overheads especially bank interest, depreciation & electricity etc. have forced the Company to incur losses in the last financial year also. Also due to halts in production activities the total income has diminished during last financial year.
The Company in 2012 made a reference to BIFR on 05th July 2012 and it was registered in BIFR as Case No.37/2012 vide letter No. 3(S-8)/BC/2012 dated 02nd August 2012. Company''s application in BIFR and AAIFR has already been rejected. Now the only hope remained with the management of your company is to bring the real estate project collaborator RPS on the settlement table and pull out cash flows from it.
The company had moved an application for One Time Settlement to Punjab National Bank and Allahabad Bank for the credit facilities availed by the Company. Both the Bank has approved the proposal and accorded their sanction for the same.
Operations
Results of the Company for the last financial year are as follows; total revenue for the year ended 31st March, 2016 has been decreased to Rs. 75.86 Crores as compared to previous year''s Rs. 79.08 Crores, hence there was a reasonable decrease of approx. 4 to 5%. The Operating Loss before tax is Rs. 4.69 Crores during the year and tax paid for earlier year was Rs. 0.33 Crores and No Provision for deferred tax has been made during the last financial year as there is no certainty of future taxable income. The Net Loss for the year was Rs. 5.02 Crores against a Net Loss of Rs. 30.08 Crores in the previous financial year.
Dividend
The Company has continued to incur losses in the last financial year also due to adverse factors as stated above; hence the board of directors does not recommend any dividend for the financial year ended on 31st March 2016.
Unclaimed Dividends:
Since our company has not paid any dividend in last considerable years so the applicability of different rules, act and regulation is not applicable.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34 and Schedule V of the SEBI (LODR) Regulations, 2015 is presented in a separate section forming part of the Annual Report. (Annexure-I)
Segment Reporting
Business of the Company is segregated into two segments Textile & Real Estate Business and financial statement has been prepared in accordance with Accounting Standard-17 (segmental reporting) prescribed by the ICAI.
Fixed Deposit
As on 31st March 2016, no Fixed Deposits was held by the company.
Listing and ISIN
At present the Equity Shares of the Company are listed at BSE Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE), Mumbai. The Annual Listing Fees for the year 2016-2017 has already been paid by the Company to the stock exchanges.
The Company''s shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
Share Capital
There was no change in the Authorized Share Capital of the Company during last financial year and it remains unchanged at Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000 (Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
The paid-up share capital of the Company as on 31st March 2016 was also remains unchanged at Rs. 27,22,17,975/- consisting of 26990915 fully paid up Equity shares of Rs.10/- each and 461765 partly paid up Equity Shares of Rs. 5/- each.
Address of corporate office
At present the Corporate Office of the company is situated at Plot No.207-208, Sector-58, Faridabad, Haryana-121004 (India). Shareholders are requested to please take a note of the above.
Corporate Governance
Corporate Governance is the combination of voluntary practices, disclosures and compliance with laws as may be applicable to the company leading to effective control and management of a Company. Your Company believes that Corporate Governance balances the interest of all stakeholders of a company and satisfies the tests of accountability, transparency and fair play.
The Company''s Philosophy on Corporate Governance is to operate for the benefit of all its stakeholders, including shareholders, customers, lenders, creditors, employees, government authorities and the community and to conduct its business in a transparent, ethical and fair manner. Your Board of Directors considers itself the trustee of Company''s shareholders and always aims at maximizing the shareholders'' value and protecting the interest of all other stakeholders.
The report on Corporate Governance is annexed and forms part of this Directors'' Report (Annexure V).
The Company has been strictly complying with the requirements of Corporate Governance as stipulated under Regulation 27 and Schedule II of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. The copy of certificate obtained from Statutory Auditor''s of the Company dated 30.05.2016 confirming the compliance of the conditions of Corporate Governance by the Company is also attached with this report.
Number of Board Meeting
During the financial year 2015-16, four meetings of the Board of Directors were held, the details of which are given in the Corporate Governance report annexed herewith and forms part of this director''s report.
Formation of various Committees
Details regarding various committees constituted by the Board of directors are given in the Corporate Governance report annexed herewith and forms part of this director''s report.
Material Changes and Commitment
No material changes and commitments affecting the financial position of the Company occurred during the Financial Year ended as on 31st March, 2016 to which this financial statement relates on the date of this report.
Directors & Key Managerial Personnel
During the last financial year there was no change in the composition of the Board of directors. Hence at present the total strength of the Board of directors is six directors. Out of which three are executive directors and three are non-executive & independent directors. In the last Annual General Meeting company has reappointed Mr. Jai Parkash Aggarwal and Mr. S.K. Agarwal as Chairman cum Managing Director and Whole Time Director respectively.
During the last financial year the company was designated Chief Financial Officer (CFO) Mr. Anil Jodhani as Key Managerial personnel w.e.f. 10th August, 2015. Mr. Sumit Garg, Company Secretary and Compliance Officer of the company resigned in the previous financial year w.e.f. 15th July, 2015 and in place of him the company has appointed Mr. Manil Kr. Nagar as the Company Secretary and Compliance Officer of the Company w.e.f. 16th July, 2015.
Retirement by Rotation
There are three rotational directors in the company at present; hence in accordance with the provisions of Section 149(13) of the Companies Act, 2013, which states that the provision of sub-sections (6) and (7) of section 152 in respect of retirement of Directors by rotation shall not apply to the appointment of Independent Directors. Hence one director shall retire by rotation in the forthcoming 19th AGM. So Mr. Vishal Aggarwal, Joint Managing Director of the Company shall retire by rotation at the forthcoming 19th Annual General Meeting and being eligible, he has offered himself for re-appointment. A brief resume of director, containing their age, qualifications and experience is already given in the annexure to the notice convening forthcoming 19th Annual General Meeting.
The resolution contained at item no. 2 of the notice is being proposed for his re-appointment as director at the forthcoming Annual General Meeting of the Company. The board recommends his re-appointment.
Declaration by Independent Directors
The Company abided by definition of Independence as per Regulation 17 of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015 and according to the Provision of Section 149 (6) of the Companies Act, 2013. The company has also obtained declarations from all the Independent Directors pursuant to section 149 (7) of the Companies Act, 2013.
Company''s Policy relating to Directors appointment, payment of remuneration and discharge of their duties
The Company has adopted a Nomination and Remuneration Policy on Directors Appointment and Remuneration including criteria for determining qualifications, positive attributes, independence of a director and other matters as provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015. The Nomination and Remuneration Policy is available on the website of the company i.e. www.stl-global.com.
Loans, Investment and Guarantees by the Company
Disclosure on particulars relating to Loans, guarantees or investments under Section 186 of the Companies Act 2013, if any, is provided as part of financial statements.
Particulars of Contracts or Arrangements with Related Parties referred to in section 188(1) of the Companies Act, 2013.
All related party transactions that were entered during the financial year were in the ordinary course of business and were on arm''s length basis. There were no material related party transactions entered by the Company with Directors, KMPs or other persons which may have a potential conflict with the interest of the Company.
All related party transactions, wherever applicable, are placed before the Audit Committee. The quarterly disclosures of transactions with related parties are made to the Audit Committee.
The policy on Related Party Transactions as approved by the Board of Directors is uploaded on the website of the Company. There were no materially significant transactions with the related parties during the financial year which were in conflict with the interest of the Company and hence, enclosing of Form AOC-2 is not required.
Director''s Responsibility Statement
To the best of knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statement in terms of Section 134(3) (c) of the Companies Act, 2013:
1. That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanations relating to material departures.
2. That 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 as on 31st March 2016 and of the profit or loss of the company for the year ended on that date.
3. That the directors have 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 frauds and other irregularities.
4. That the directors have prepared the annual accounts on a Going Concern Basis.
5. That the directors have laid down internal financial controls are adequate and were operating effectively.
6. That the directors have devised proper system to ensure compliances with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Internal Control Systems and their Adequacy
The company has adequate systems of internal control covering all financial and operational activities. The internal control are designed to provide reasonable assurance with regard to maintaining proper accounting controls, protecting assets from unauthorized losses and ensuring reliability of financial and operational information and proper compliance with regulations. The internal control system of the company are monitored and evaluated by the internal auditor and the senior management of the company. In the opinion of the Board, an internal control system adequate to the size of the Company is in place.
Subsidiary Companies
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditor''s Report
M/s M. M. Goyal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of Company shall retire at the forthcoming 19th Annual General Meeting and are eligible for re-appointment. The Audit Committee and Board of Directors, recommend their appointment as statutory auditors of the Company in the forthcoming annual general meeting. The company had received a confirmation from the statutory auditors that their appointment if made, will be within the limits prescribed under the provisions of Section 139 of the companies Act, 2013.
Notes to the accounts referred to in the auditor''s report are self explanatory and therefore do not call for any further comments.
Cost Audit
As per the requirement of Central Government and pursuant to Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, company is not required to carry out audit of cost records.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Vijay Mourya & Associates, a Company Secretary Firm to undertake the Secretarial Audit of the Company for the F.Y. 2015-16. The Secretarial Audit Report (Form MR-3) for the F.Y. is annexed herewith as part of Director''s Report as (Annexure-II).
Internal Audit:
The Company has appointed Mr. Naveen Bansal, Chartered Accountant as Internal Auditor of the Company who has conducted the audit and submits their report on time to time before the Audit Committee including action taken reports on the findings and discrepancies, if any.
Extract of Annual Return
The details forming part of the extract of Annual Return in Form MGT-9, as required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014, is included in this Report as (Annexure- IV) and forms an integral part of this Report.
Board Evaluation:
During the year, Board has made performance evaluation of the Promoter Directors and Independent Directors of the Company. Evaluation was made on the basis of following assessment criteria:
i) Attendance in Board meeting, active participation in the meeting and giving inputs on time in the minutes.
ii) Stick to ethical standards and code of conduct of the Company and timely submission of disclosure of interest.
iii) Interpersonal relationship with other directors and management.
iv) Active contribution for the benefit of the Company
v) Compliances with policies. Immediately reporting fraud, violation, statutory matters etc.
The overall performance of the Board and Committees of the Board was found satisfactory.
CORPORATE SOCIAL RESPONSIBILITY
Your Company sincerely believes that growth needs to be sustainable in a socially relevant manner. Today''s business environment especially in India therefore demands that Corporates play a pivotal role in shouldering social responsibility. Your Company is committed to its endeavor in social responsibilities for benefit of the community. Although your company is not covered under the Category made by law for companies to do CSR but being a responsible part of society our company take care of CSR as much as possible.
Particulars regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Expenditure
Information on Conservation of energy as required to be disclosed under section 134 (3)(m) of the Companies Act 2013, read with Rules 8 of Company (Accounts) Rules, 2014 is provided as under:
A. Conservation of Energy
During last financial year also the Company has made continuous efforts in order to ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
The Company has been continuously making its best efforts for energy conservation like Energy saving tubes and other ''less electricity consuming'' electronic devices are installed in the Plant in a phased manner for this purpose. The Department wise monitoring of energy consumption is regularly conducted in order to save power cost and for optimum utilization of available resources.
b. The relevant data in respect of energy consumption is given below:
|
(a) Power and Fuel Consumption |
Current Year 2015-16 |
Previous Year 2014-15 |
|
Electricity Purchased Units (Nos) |
4252135 |
4511268 |
|
Total Cost (Rs.) |
34,438,420 |
30,048,859 |
|
Rate per Unit (Rs.) |
8.10 |
6.66 |
|
(b) Own Generation- (Through D.G. set) |
||
|
Generated Units (Nos) |
231285 |
105285 |
|
Diesel Cost (Rs.) |
4,066,029 |
1,827,723 |
|
Diesel Cost Per Unit (Rs.) |
17.58 |
17.36 |
B. Technology Absorption, Research & Development
Company is working with best available technology in all of its production activities viz. knitting, dyeing etc. The Company has a full time specialized and dedicated, independent Research & Development department for its production divisions, which regularly provide suggestions for reducing the cost of production and improving quality of products. The present technology is also being updated from time to time as and when required and the company is also taking full advantage of implementation of information technology through the plant-wide network for quicker decision making and faster preventive actions.
C. Foreign Exchange Earnings and Outgo
Particulars regarding foreign exchange earnings and expenditure are annexed hereto as (Annexure III) and forms part of this Director''s Report.
Cautionary Statement
This director''s report contains some forward looking statements which may be identified by use of words like expect, anticipate, believes, intends, projects, plans or other words of similar meaning. These forward looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. Company assumes no responsibility to publicly amend, modify or revise any of the forward looking statement on the basis of any subsequent developments, information or events.
Management is also of the opinion that quarter to quarter performance comparison would not be an ideal way of reviewing the Company''s performance in view of the changing transaction dynamics which might result into some of the key assignments getting stretched and the incidence of the revenues may either pass over to next quarter or pushed on to a longer time scale than anticipated.
Safety, Health and Environment
Safety
STL Global Limited believes that safety is an integral part in the efficient business management; hence it has benchmarked its processes to the highest standards of safety. Adequate Controls are made at workstation to safeguard the interest of employees. Prompt and regular efforts with respect to safety, training and education are your company''s commitment to the safety. The employees working on the production floor are required to undergo a mandatory training in their respective department. Also various other efforts are being taken continuously for improving safety at the plant and these efforts include continuous safety trainings with internal & external faculties, on-the-job training for technicians and safety awareness among employees etc.
Health
STL Global Limited has built sufficient infrastructure in order to provide necessary medical care to the employees working at all levels. The medical checkups are also done before recruitment of any new person. A first-aid box is always available in all the departments and normal medical checkups are regularly conducted. The employees are also imparted with health education from time to time. The company is committed to safe and healthy life of its employees.
Environment
Company and its management are fully committed to provide a safe and healthy working environment inside the Company as well outside. The Company regularly complies with all rules & regulations regarding protection of the environment of its outside surrounding area. Your Company is also committed to prevent wasteful use of natural resources and to minimize the dangerous impacts of any of its activities e.g. production, development, use & disposal of products and other services on the environment. The Company always ensures that highest standards of environmental management are being maintained. The company regularly participates in plantation activity in the vicinity.
SHE Committee
STL Global limited had a SHE Committee (Safety, Health & Environment Committee) that comprises of members from the senior management of Company. The SHE Committee is mainly responsible for ensuring safe and healthy environment within the Company and its neighboring area, and also for complying with all applicable regulatory requirements in this regard.
The Company is also fully committed to make its contribution in the Social and Economic Development of the community located in vicinity of its operations and to provide assistance for improving the quality of their life and optimum utilization of resources.
Particulars of Employees
A. The information required under section 197(12) of the Companies act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
1. Ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year ended 31st March, 2016:
|
S. No. |
Name of Director |
Designation |
Remuneration |
Ratio |
|
1. |
Mr. Jai Parkash Aggarwal |
Managing Director |
9.00 Lakhs |
4.17 |
|
2. |
Mr. Vishal Aggarwal |
Joint Managing Director |
6.00 Lakhs |
2.78 |
|
3. |
Mr. Sanjiv Kumar Agarwal |
Whole Time Director |
4.20 Lakhs |
1.94 |
|
4. |
Mr. Faquir Chand Gupta* |
Non-Executive Independent Director |
N.A. |
N.A. |
|
5. |
Mr. Arunagshu Ghosh* |
Non-Executive Independent Director |
N.A. |
N.A. |
|
6. |
Mrs. Anjana Mehra* |
Non-Executive Independent Woman Director |
N.A. |
N.A. |
The Median remuneration of the employees for the Financial Year ending 31st March, 2016 is Rs. 2,16,000.00
* All the Non-Executive Independent Directors of the Company were not paid any remuneration and were paid only sitting fee for attending the meetings of the Board/Committee of Directors. Therefore, the said ratio of remuneration of each director to median remuneration of the employees of the company is not applicable.
1. The percentage increase in remuneration of each director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year: Not Increase
2. The percentage increase in the median remuneration of employees in the financial year: Not Increase
3. The number of permanent employees on the rolls of the Company: 178 Employees
4. Average percentile increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: During the last financial year there was no increase in the remuneration/salary of the employees and also there was no increase in the managerial remuneration.
5. The key parameters for any variable component of remuneration availed by the directors: The Executive Directors have not availed any variable component of remuneration.
6. Affirmation that the remuneration is as per the remuneration policy of the company: It is affirmed that the remuneration paid is as per the remuneration policy of the company.
B. The information required under section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:
None of the employee has received remuneration exceeding the limit Rs.60,00,000/- Per Annum when employed for full year and Rs. 500,000/- per month, when employed for a part of the year, as stated in section 197(12) of the Companies act, 2013 read with rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
Personnel
The Board of directors once again sincerely acknowledges the devotion of all the employees of the company, who have contributed in the performance & development of the company. Company treats its employee like its asset. The Company''s relations with employees are always cordial, the employees are regularly provided with internal & external trainings and more responsibility is being entrusted to them thereby involving them in day-to-day decision making. The true spirit of trust, commitment, dignity, transparency and opportunity to explore & achieve their dreams gives the employees an encouragement and yearning to perform better.
Acknowledgement & Appreciation
In today''s world no company can grow without the support of their employees. The company''s growth is achieved with the continuous support of all the stakeholders. Your directors once again take this opportunity to first of all thank all the employees of the Company for their hard work, dedication, co-operation and support rendered towards the Company.
The board of directors also wants to express its gratitude towards the Company''s Bankers, Financial Institutions, Central and State Government Authorities & Officials, Customers, Vendors, Traders, Solicitors, Advisors and to our well wishers for their support and cooperation during the period under review.
And also to you, our dear shareholders, we are extremely grateful for your continuous support and confidence.
For and on behalf of the Board of Directors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal
Date: 13th August 2016 (Chairman cum
Managing Director) (Joint Managing Director)
Place: Faridabad (DIN: 00049237) (DIN: 00226677)
Mar 31, 2015
Dear Members,
The board of directors has pleasure in presenting the 18th Annual
Report together with the Audited Statement of Accounts of the Company
for the financial year ended 31st March 2015
The Financial Results of your company for the year ended on 31st March
2015 are as follows:
(Rs. in Crores)
Year Ended March 31st 2015 2014
Sales and Other Income 79.08 71.82
Expenditure 102.75 93.53
Profit/(Loss) (Before Depreciation (23.67) (21.72)
and Tax)
Depreciation & Amortisation 6.42 6.59
Profit/(Loss) before Tax (30.08) (28.30)
Exceptional Items 0.00 0.00
Extraordinary Items 0.00 0.00
Tax Paid For Earlier Year 0.00 0.58
Provision for Deferred Tax 0.00 0.00
Profit/(Loss) After Tax (30.08) (28.88)
Performance of your Company
STL GLOBAL LIMITED has been facing adverse factors from previous
six-seven years and the last financial year was also not an exception
for the textile industry as the company continued to face the adverse
factors like lesser demand, suspension of production activities due to
closure of plant and comparatively lesser recovery in the Indian
textile industry against considerable revivals in the world economy.
These adverse factors clubbed with huge burden of fixed overheads
especially bank interest, depreciation & electricity etc. have forced
the Company to incur losses in the last financial year also. Also due
to halts in production activities the total income has diminished
during last financial year.
As you are already aware that in 2012 the company made a reference to
BIFR on 05th July 2012 and it was registered in BIFR as Case No.37/2012
vide letter No. 3(S-8)/BC/2012 dated 02nd August 2012. Company's
application in BIFR and AAIFR has already been rejected. Now the only
hope remained with the management of your company is to bring the real
estate project collaborator RPS on the settlement table and pull out
cash flows from it.
Results of the Company for the last financial year are as follows;
total revenue for the year ended 31st March, 2015 has been increased to
Rs. 79.08 Crores as compared to previous year's Rs. 71.82 Crores, hence
there was a reasonable increase of approx. 10%. The Operating Loss
before tax is Rs. 30.08 Crores during the year and No Provision for
deferred tax has been made during the last financial year as there is
no certainty of future taxable income. The Net Loss for the year was
Rs. 30.08 Crores against a Net Loss of Rs. 28.88 Crores in the previous
financial year.
Dividend
The Company has continued to incur heavy losses in the last financial
year also due to adverse factors as stated above; hence the board of
directors does not recommend any dividend for the financial year ended
on 31st March 2015.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report for the year under review, as
stipulated under Clause 49 of the Listing Agreement with the Stock
Exchanges in India, is presented in a separate section forming part of
the Annual Report. (Annexure-I)
Segment Reporting
Business of the Company is segregated into two segments Textile & Real
Estate Business and financial statement has been prepared in accordance
with Accounting Standard-17 (segmental reporting) prescribed by the
ICAI.
Fixed Deposit
As on 31st March 2015, no Fixed Deposits was held by the company.
Listing and ISIN
At present the Equity Shares of the Company are listed at Bombay Stock
Exchange Limited (BSE), Mumbai and National Stock Exchange of India
Limited (NSE), Mumbai. The Annual Listing Fees for the year 2015-2016
has already been paid by the Company to the stock exchanges.
The Company's shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
Share Capital
There was no change in the Authorized Share Capital of the Company
during last financial year and it remains unchanged at
Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000
(Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
The paid-up share capital of the Company as on 31st March 2015 was also
remains unchanged at Rs. 27,22,17,975/- consisting of 26990915 fully
paid up Equity shares of Rs.10/- each and 461765 partly paid up Equity
Shares of Rs.5/- each.
Address of corporate office
At present the Corporate Office of the company is situated at Plot
No.207-208, Sector-58, Faridabad, Haryana-121004 (India). Shareholders
are requested to please take a note of the above.
Corporate Governance
Corporate Governance is the combination of voluntary practices,
disclosures and compliance with laws as may be applicable to the
company leading to effective control and management of a Company. Your
Company believes that Corporate Governance balances the interest of all
stakeholders of a company and satisfies the tests of accountability,
transparency and fair play.
The Company's Philosophy on Corporate Governance is to operate for the
benefit of all its stakeholders, including shareholders, customers,
lenders, creditors, employees, government authorities and the community
and to conduct its business in a transparent, ethical and fair manner.
Your Board of Directors considers itself the trustee of Company's
shareholders and always aims at maximizing the shareholders' value and
protecting the interest of all other stakeholders.
The report on Corporate Governance is annexed and forms part of this
Directors' Report (Annexure - V).
The Company has been strictly complying with the requirements of
Corporate Governance as stipulated under Clause-49 of the Equity
Listing Agreement with stock exchanges. The copy of certificate
obtained from Statutory Auditor's of the Company dated 29.05.2015
confirming the compliance of the conditions of Corporate Governance by
the Company is also attached with this report.
Formation of various Committees
Details regarding various committees constituted by the Board of
directors are given in the Corporate Governance report annexed herewith
and forms part of this director's report.
Directors
During the last financial year Mr. Anil Mahajan ceased to be nominee
Director of the Company as his office vacated on 14/08/2014 and Mr.
Arunagshu Ghosh was appointed as an independent director of the Company
w.e.f 17.01.2015 and also Mrs. Anjana Mehra appointed as an Independent
Woman Director of the Company w.e.f 17.01.2015. Hence at present the
total strength of the Board of directors is Six directors out of which
three are executive directors and three are non-executive & independent
directors.
Retirement by rotation
There are three rotational directors in the company at present; hence
in accordance with the provisions of Section 149(13) of the Companies
Act, 2013, which states that the provision of sub-sections (6) and (7)
of section 152 in respect of retirement of Directors by rotation shall
not apply to the appointment of Independent Directors. Hence one
director shall retire by rotation in the forthcoming 18th AGM. So Mr.
Jai Parkash Aggarwal, Managing director of the Company shall retire by
rotation at the forthcoming 18th Annual General Meeting and being
eligible, he has offered himself for re-appointment. A brief resume of
director, containing their age, qualifications and experience is
already given in the annexure to the notice convening forthcoming 18th
Annual General Meeting.
The resolution contained at item no. 2 of the notice is being proposed
for his re-appointment as director at the forthcoming Annual General
Meeting of the Company. The board recommends his re- appointment.
Director's Responsibility Statement
To the best of knowledge and belief and according to the information
and explanations obtained by them, your Directors make the following
statement in terms of Section 134(3)(c) of the Companies Act, 2013:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
2. That 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 as on 31st March 2015 and of the profit or
loss of the company for the year ended on that date.
3. That the directors have 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 frauds and other
irregularities.
4. That the directors have prepared the annual accounts on a going
concern basis.
Subsidiary Companies
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditor's Report
M/s M. M. Goyal & Co., Chartered Accountants, New Delhi, the Statutory
Auditors of Company shall retire at the forthcoming 18th Annual General
Meeting and are eligible for re-appointment. The Audit Committee and
Board of Directors, recommend their appointment as statutory auditors
of the Company in the forthcoming annual general meeting. They have
confirmed their eligibility for reappointment under the provisions of
Section 139 of the Companies Act, 2013.
Notes to the accounts referred to in the auditor's report are self
explanatory and therefore do not call for any further comments.
Cost Auditors
As per the requirement of Central Government and pursuant to Section
148 of the Companies act, 2013 read with the Companies (Cost Records
and Audit) Rules, 2014 as amended from time to time, your Company is
not required to carry out audit of cost records.
Secretarial Audit
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and rules made there under, the Company has appointed Savita Trehan,
Company Secretary to undertake the Secretarial Audit of the Company.
The Secretarial Audit Report is annexed herewith as part of Director's
Report as (Annexure-II).
As per Secretarial Audit Report, the Board was not constituted properly
during last financial year till 17.01.2015. Reason being the
Independent Director resigned during the last year and the Directors of
the company searching for the suitable professional candidate for the
Board of Directors of the Company. But w.e.f 17/01/2015 the Board was
duly constituted with proper balance of Executive Directors,
Non-Executive Directors, Independent Directors and Woman Directors as
per Companies Act, 2013 and as per Listing Agreement when two
Independent Directors were appointed by the board one out of them was
Independent Woman Director.
Internal Audit:
The Company has appointed Mr. Naveen Bansal, Chartered Accountant as
Internal Auditor of the Company who has conducted the audit and submits
their report time to time before the Audit Committee including action
taken reports on the findings and discrepancies, if any.
Extract of Annual Return
The details forming part of the extract of Annual Return in Form MGT-9,
as required under Section 92 of the Companies Act, 2013 read with Rule
12 of the Companies (Management and administration) Rules, 2014, is
included in this Report as (Annexure- IV) and forms an integral part of
this Report.
CORPORATE SOCIAL RESPONSIBILITY
Your Company sincerely believes that growth needs to be sustainable in
a socially relevant manner. Today's business environment especially in
India therefore demands that Corporates play a pivotal role in
shouldering social responsibility. Your Company is committed to its
endeavor in social responsibilities for benefit of the community.
Although your company is not covered under the Category made by law for
companies to do CSR but being a responsible part of society our company
take care of CSR as much as possible.
Particulars regarding conservation of energy, technology absorption and
foreign exchange earnings and expenditure
Information on Conservation of energy as required to be disclosed under
section 134 (3)(m) of the Companies Act 2013, read with Rules 8 of
Company (Accounts) Rules, 2014 is provided as under:
a. conservation of energy
During last financial year also the Company has made continuous efforts
in order to ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
The Company has been continuously making its best efforts for energy
conservation like Energy saving tubes and other 'less electricity
consuming' electronic devices are installed in the Plant in a phased
manner for this purpose. The Department wise monitoring of energy
consumption is regularly conducted in order to save power cost and for
optimum utilization of available resources.
b. The relevant data in respect of energy consumption is given below:
FORM - A
(a) Power and Fuel Consumption Current Year Previous Year
2014-15 2013-14
Electricity Purchased Units (Nos) 4511268 4927908
Total Cost (Rs.) 30,048,859 32,008,060
Rate per Unit (Rs.) 6.66 6.50
(b) Own Generation-
(Through D.G. set)
Generated Units (Nos) 105285 81976
Diesel Cost (Rs.) 1,827,723 1,401,698
Diesel Cost Per Unit (Rs.) 17.36 17.10
b. particulars with respect to technology absorption, research &
development
STL Global Limited is working with best available technology in all of
its production activities viz. knitting, dyeing etc. The Company has
an full time specialized and dedicated, independent Research &
Development department for its production divisions, which regularly
provide suggestions for reducing the cost of production and improving
quality of products. The present technology is also being updated from
time to time as and when required and the company is also taking full
advantage of implementation of information technology through the
plant-wide network for quicker decision making and faster preventive
actions.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding foreign exchange earnings and expenditure are
annexed hereto as (Annexure - III) and forms part of this Director's
Report.
Cautionary Statement
This director's report contains some forward looking statements which
may be identified by use of words like expect, anticipate, believes,
intends, projects, plans or other words of similar meaning. These
forward looking statements are based on certain assumptions and
expectations of future events. The company cannot guarantee that these
assumptions and expectations are accurate or will be realized. Company
assumes no responsibility to publicly amend, modify or revise any of
the forward looking statement on the basis of any subsequent
developments, information or events.
Management is also of the opinion that quarter to quarter performance
comparison would not be an ideal way of reviewing the Company's
performance in view of the changing transaction dynamics which might
result into some of the key assignments getting stretched and the
incidence of the revenues may either pass over to next quarter or
pushed on to a longer time scale than anticipated.
Safety, Health and Environment
Safety
Your Company believes that safety is an integral part in the efficient
business management; hence it has benchmarked its processes to the
highest standards of safety. Adequate Controls are made at workstation
to safeguard the interest of employees. Prompt and regular efforts with
respect to safety, training and education are your company's commitment
to the safety. The employees working on the production floor are
required to undergo a mandatory training in their respective
department. Also various other efforts are being taken continuously for
improving safety at the plant and these efforts include continuous
safety trainings with internal & external faculties, on-the-job
training for technicians and safety awareness among employees etc.
Health
Your Company has built sufficient infrastructure in order to provide
necessary medical care to the employees working at all levels. The
medical checkups are also done before recruitment of any new person. A
first-aid box is always available in all the departments and normal
medical checkups are regularly conducted. The employees are also
imparted with health education from time to time. The company is
committed to safe and healthy life of its employees.
Environment
STL Global limited and its management are fully committed to provide a
safe and healthy working environment inside the Company as well
outside. The Company regularly complies with all rules & regulations
regarding protection of the environment of its outside surrounding
area. Your Company is also committed to prevent wasteful use of natural
resources and to minimize the dangerous impacts of any of its
activities e.g. production, development, use & disposal of products and
other services on the environment. The Company always ensures that
highest standards of environmental management are being maintained. The
company regularly participates in plantation activity in the vicinity.
SHE Committee
STL Global limited had a SHE Committee (Safety, Health & Environment
Committee) that comprises of members from the senior management of
Company. The SHE Committee is mainly responsible for ensuring safe and
healthy environment within the Company and its neighboring area, and
also for complying with all applicable regulatory requirements in this
regard.
The Company is also fully committed to make its contribution in the
Social and Economic Development of the community located in vicinity of
its operations and to provide assistance for improving the quality of
their life and optimum utilization of resources.
Personnel
The Management of the company express its gratitude to all the
employees of the Company, who have worked tirelessly to achieve the
desired goals set up by the organization and contributed in over all
performance & development of the Company. Company treat its employee
like its asset.
The Company's relations with employees are always cordial, the
employees are regularly provided with internal & external trainings and
more responsibility is being entrusted to them thereby involving them
in day-to-day decision making. The true spirit of trust, commitment,
dignity, transparency and opportunity to explore & achieve their dreams
gives the employees an encouragement and yearning to perform better.
The number of employees as on 31st March 2015 was 195.
There are no employees during the period drawing remuneration specified
under Section 134 of the Companies Act, 2013. As such, no particulars
are required to be furnished.
Acknowledgement
The company's growth is achieved with the continuous support of all the
stakeholders. Your directors once again take this opportunity to first
of all thank all the employees of the Company for their hard work,
dedication, co-operation and support rendered towards the Company.
The board of directors also wants to express its gratitude towards the
Company's Bankers, Financial Institutions, Central and State Government
Authorities & Officials, Customers, Vendors, Traders, Solicitors,
Advisors and to our well wishers for their support and co-operation
during the period under review.
And also to you, our dear shareholders, we are extremely grateful for
your continuous support and confidence.
For and on behalf of the Board of Directors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal
(Chairman cum Managing Director) (Joint Managing Director)
(DIN: 00049237) (DIN: 00226677)
Place: Faridabad
Date: 10th August 2015
Mar 31, 2014
The Members,
The board of directors has pleasure in presenting the 17th Annual
Report together with the Audited Statement of Accounts of the Company
for the financial year ended 31st March 2014
The Financial Results of your company for the year ended on 31st March
2014 are as follows:
(Rs. in Crores)
Year Ended March 31st 2014 2013
Sales and Other Income 71.82 70.48
Expenditure 93.53 102.11
Profit/(Loss) (Before Depreciation and Tax) (21.72) (31.63)
Depreciation & Amortisation 6.59 7.47
Profit/(Loss) before Tax (28.30) (39.10)
Exceptional Items 0.00 0.00
Extraordinary Items 0.00 0.00
Tax Paid For Earlier Year 0.58 0.14
Provision for Deferred Tax 0.00 0.00
Profit/(Loss) After Tax (28.88) (39.24)
Performance of your Company
There is no good news for you in terms of operational results of the
company. Since last five six years, your company is under tremendous
pressure of adverse factors like lesser demand, not up to the mark
recovery in the Indian textile industry against considerable revivals
in the world economy and further this year also no revenue could be
generated from the IT park project. The final cumulative effect of all
these factors resulted into losses in your company. But comparative to
previous year, the company''s turnover got a marginal jump and the
losses of your company were also decreased in comparison to previous
year.
As you are already aware that in 2012, the company made a reference to
BIFR on 05th July 2012 and it was registered in BIFR as Case No.37/2012
vide letter No. 3(S-8)/BC/2012 dated 02nd August 2012. The proceedings
before BIFR were started during the previous financial year. During the
year under report the Board abated the application against which the
company has filed an appeal before AAIFR( Appellate Authority for
Industrial & Financial Reconstruction). Further the consortium Member
Banks have issued notice u/s 13(2) & 13(4) of SARFAESI Act against
which the company has filed an appeal u/s 17(1) of SARFAESI Act before
the DRT Tribunal Chandigarh.
Results of the Company for the last financial year are as follows;
total revenue for the year ended 31st March, 2014 has been increased to
Rs. 71.82 Crores as compared to previous years'' Rs. 70.48 Crores, hence
there was a marginal increase of appox. 1.88%. The Operating Loss
before tax is Rs. 28.30 Crores during the year and No Provision for
deferred tax has been made during the last financial year as there is
no certainty of future taxable income. The Net Loss for the year was
Rs. 28.88 Crores against a Net Loss of Rs. 39.24 Crores in the previous
financial year.
Dividend
The Company has continued to incur heavy losses in the last financial
year also due to adverse factors as stated above; hence the board of
directors does not recommend any dividend for the financial year ended
on 31st March 2014.
Fixed Deposit
As on 31st March 2014, no Fixed Deposits was held by the company.
Listing and ISIN
At present the Equity Shares of the Company are listed at Bombay Stock
Exchange Limited (BSE), Mumbai and National Stock Exchange of India
Limited (NSE), Mumbai. The Annual Listing Fees for the year 2014-2015
has already been paid by the Company to the stock exchanges.
The Company''s shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
Share Capital
There was no change in the Authorized Share Capital of the Company
during last financial year and it remains unchanged at
Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000
(Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
The paid-up share capital of the Company as on 31st March 2014 was also
remains unchanged at Rs. 27,22,17,975/- consisting of 26990915 fully
paid up Equity shares of Rs.10/- each and 461765 partly paid up Equity
Shares of Rs.5/- each.
Address of corporate office
At present the Corporate Office of the company is situated at Plot
No.207-208, Sector-58, Faridabad, Haryana-121004 (India). Shareholders
are requested to please take a note of the above.
Corporate Governance
Corporate Governance is the combination of voluntary practices,
disclosures and compliance with laws as may be applicable to the
company leading to effective control and management of a Company. Your
Company believes that Corporate Governance balances the interest of all
stakeholders of a company and satisfies the tests of accountability,
transparency and fair play.
The Company''s Philosophy on Corporate Governance is to operate for the
benefit of all its stakeholders, including shareholders, customers,
lenders, creditors, employees, government authorities and the community
and to conduct its business in a transparent, ethical and fair manner.
Your Board of Directors considers itself the trustee of Company''s
shareholders and always aims at maximizing the shareholders'' value and
protecting the interest of all other stakeholders.
The report on Corporate Governance is annexed and forms part of this
Directors'' Report (Annexure - II).
The Company has been strictly complying with the requirements of
Corporate Governance as stipulated under Clause-49 of the Equity
Listing Agreement with stock exchanges. The copy of certificate
obtained from Statutory Auditor''s of the Company dated 30.05.2014
confirming the compliance of the conditions of Corporate Governance by
the Company is also attached with this report.
Formation of various Committees
Details regarding various committees constituted by the Board of
directors are given in the Corporate Governance report annexed herewith
and forms part of this director''s report.
Directors
During the last financial year Mr. Chandra Prakash Srivastava ceased to
be independenent director of the Company as he resigned w.e.f
10.02.2014 and also the office of Sh. Anil Mahajan, Nominee Director
stands vacated from 14.08.2014. Hence at present the total strength of
the Board of directors is four directors out of which three are
executive directors and One is non-executive & independent director.
Retirement by rotation
There are Four rotational directors in the company at present; hence in
accordance with the provisions of Section 149(13) of the Companies Act,
2013, which states that the provision of sub-sections (6) and (7) of
section 152 in respect of retirement of Directors by rotation shall not
apply to the appointment of Independent Directors. Hence two directors
shall retire by rotation in the forthcoming 17th AGM. So Mr. Jai
Prakash Aggarwal and Mr. Vishal Aggarwal, directors of the Company
shall retire by rotation at the forthcoming 17th Annual General Meeting
and being eligible, they have offered themselves for
re-appointment. A brief resume of both the above directors, containing
their age, qualifications and experience is already given in the
annexure to the notice convening forthcoming 17th Annual General
Meeting.
The resolutions contained at item no. 2 and 3 of the notice are being
proposed for their re-appointment as directors at the forthcoming
Annual General Meeting of the Company. The board recommends their
re-appointment.
Director''s Responsibility Statement
Pursuant to the provisions of Section-217(2AA) of the Companies Act,
1956 and on the basis of information and advice received, the board of
directors hereby state and confirm:
1. That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
2. That 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 as on 31st March 2014 and of the profit or
loss of the company for the year ended on that date.
3. That the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting frauds and other
irregularities.
4. That the directors have prepared the annual accounts on a Going
Concern Basis.
Subsidiary Companies
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditor''s Report
M/s M. M. Goyal & Co., Chartered Accountants, New Delhi, the Statutory
Auditors of Company shall retire at the forthcoming 17th Annual General
Meeting and are eligible for re-appointment. The Audit Committee and
Board of Directors, recommend their appointment as statutory auditors
of the Company in the forthcoming annual general meeting. They have
confirmed their eligibility for reappointment under the provisions of
Section 139 of the companies Act, 2013.
Notes to the accounts referred to in the auditor''s report are self
explanatory and therefore do not call for any further comments.
Cost Auditors
In terms of the cost accounting rules prescribed under Companies act
2013, your company is not covered under cost audit for the financial
year 2014-15. However the due date of filing the Cost Audit Report for
the financial year 2013-14 is September 30, 2014.
Particulars regarding conservation of energy, technology absorption and
foreign exchange earnings and expenditure
Information on Conservation of energy as required to be disclosed under
section 217(1)(e) of the Companies Act 1956, read with Companies
(Disclosure of particulars in the report of Board of Directors) Rules
1988, is provided as under:
A. CONSERVATION OF ENERGY
During last financial year also the Company has made continuous efforts
in order to ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
The Company has been continuously making its best efforts for energy
conservation like Energy saving tubes and other ''less electricity
consuming'' electronic devices are installed in the Plant in a phased
manner for this purpose. The Department wise monitoring of energy
consumption is regularly conducted in order to save power cost and for
optimum utilization of available resources.
b. The relevant data in respect of energy consumption is given below:
FORM -A
(a) Power and Fuel Consumption Current Year Previous Year
2013-14 2012-13
Electricity Purchased Units (Nos) 4927908 4181724
Total Cost (Rs.) 32008060 26891624
Rate per Unit (Rs.) 6.50 6.43
(b) Own Generation-
(Through D.G. set)
Generated Units (Nos) 81976 2079583
Diesel Cost (Rs.) 1401698 27209821
Diesel Cost Per Unit (Rs.) 17.10 13.08
B. PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT
The Company is working with best available technology in all of its
production activities viz. knitting, dyeing etc. The Company has an
independent Research & Development department for its production
divisions, which regularly provide suggestions for reducing the cost of
production and improving quality of products. The present technology is
also being updated from time to time as and when required and the
company is also taking full advantage of implementation of information
technology through the plant-wide network for quicker decision making
and faster preventive actions.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding foreign exchange earnings and expenditure are
annexed hereto as Annexure - I and forms part of this Director''s
Report.
Cautionary Statement
This director''s report contains some forward looking statements which
may be identified by use of words like expect, anticipate, believes,
intends, projects, plans or other words of similar meaning. These
forward looking statements are based on certain assumptions and
expectations of future events. The company cannot guarantee that these
assumptions and expectations are accurate or will be realized. Company
assumes no responsibility to publicly amend, modify or revise any of
the forward looking statement on the basis of any subsequent
developments, information or events.
Management is also of the opinion that quarter to quarter performance
comparison would not be an ideal way of reviewing the Company''s
performance in view of the changing transaction dynamics which might
result into some of the key assignments getting stretched and the
incidence of the revenues may either pass over to next quarter or
pushed on to a longer time scale than anticipated.
Safety, Health and Environment
Safety
The Company believes that safety is an integral part in the efficient
business management; hence it has
benchmarked its processes to the highest standards of safety. Prompt
and regular efforts with respect to safety, training and education are
your company''s commitment to the safety. The employees working on the
production floor are required to undergo a mandatory training in their
respective department. Also various other efforts are being taken
continuously for improving safety at the plant and these efforts
include continuous safety trainings with internal & external faculties,
on-the-job training for technicians and safety awareness among
employees etc.
Health
The Company has built sufficient infrastructure in order to provide
necessary medical care to the employees working at all levels. The
medical checkups are also done before recruitment of any new person. A
first-aid box is always available in all the departments and normal
medical checkups are regularly conducted. The employees are also
imparted with health education from time to time.
Environment
Your company and its management are fully committed to provide a safe
and healthy working environment inside the Company as well outside. The
Company regularly complies with all rules & regulations regarding
protection of the environment of its outside surrounding area. Your
Company is also committed to prevent wasteful use of natural resources
and to minimize the dangerous impacts of any of its activities e.g.
production, development, use & disposal of products and other services
on the environment. The Company always ensures that highest standards
of environmental management are being maintained.
SHE Committee
The members of the company are aware that your Company had a SHE
Committee (Safety, Health & Environment Committee) that comprises of
members from the senior management of Company. The SHE Committee is
mainly responsible for ensuring safe and healthy environment within the
Company and its neighboring area, and also for complying with all
applicable regulatory requirements in this regard.
The Company is also fully committed to make its contribution in the
Social and Economic Development of the community located in vicinity of
its operations and to provide assistance for improving the quality of
their life.
Personnel
The board of directors sincerely acknowledges the devotion of all the
employees of the Company, who have contributed in the performance &
development of the Company. The Company''s relations with employees are
always cordial, the employees are regularly provided with internal &
external trainings and more responsibility is being entrusted to them
thereby involving them in day-to-day decision making. The true spirit
of trust, commitment, dignity, transparency and opportunity to explore
& achieve their dreams gives the employees an encouragement and
yearning to perform better.
The number of employees as on 31st March 2014 was 195.
There are no employees during the period drawing remuneration specified
under Section 217 (2A) of the Companies Act, 1956. As such, no
particulars are required to be furnished.
Acknowledgment
The company''s growth is achieved with the continuous support of all the
stakeholders. Your directors once again take this opportunity to first
of all thank all the employees of the Company for their hard work,
dedication, co-operation and support rendered towards the Company.
The board of directors also wants to express its gratitude towards the
Company''s Bankers, Financial
Institutions, Central and State Government Authorities & Officials,
Customers, Vendors, Traders, Solicitors, Advisors and to our well
wishers for their support and co-operation during the period under
review.
And also to you, our dear shareholders, we are extremely grateful for
your continuous support and confidence.
For and on behalf of the Board of Directors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal
(Chairman cum Managing Director) (Joint Managing Director)
(DIN: 00049237) (DIN: 00226677)
Place: Faridabad
Date: 14th August 2014
Mar 31, 2013
To The Members,
The board of directors has pleasure in presenting the 16th Annual
Report together with the Audited Statement of accounts of the Company
for the financial year ended 31st March 2013.
The Financial Results of your company for the year ended on 31st March
2013 are as follows:
(Rs. in Crores)
Year Ended March 31st 2013 2012
Sales and Other Income 70.48 113.69
Expenditure 102.11 135.84
Profit/(Loss) (Before Depreciation and Tax) (31.63) (22.15)
Depreciation & Amortisation 7.47 9.20
Profit/(Loss) before Tax (39.10) (31.35)
Exceptional Items 0.00 (12.97)
Extraordinary Items 0.00 37.01
Tax Paid For Earlier Year 14.84 0.00
Provision for Deferred Tax 0.00 21.46
Profit/(Loss) After Tax (39.24) (28.77)
Performance of your Company
As you all are already aware that your Company has been facing adverse
factors from last Four-Five years and the last year too was also not an
exception for the textile industry as the company continued to face the
adverse factors like lesser demand, suspension of production activities
due to closure of plant and comparatively lesser recovery in the Indian
textile industry against considerable revivals in the world economy and
also no revenue could be generated from the IT park project. These
adverse factors clubbed with huge burden of fixed overheads especially
bank interest, depreciation & Increased Electricity cost etc. have
forced the Company to incur losses in the last financial year also.
Also due to halts in production activities the total income and
Turnover has reduced substantially during last financial year.
STL Global Limited has continuously tried to comply with the repayment
terms and conditions imposed by CDR Package but the poor financial
condition and continuous operational losses of the company did not
support the vision of Management of the Company. Hence during last
financial year also there were lots of financial pressures on the
Company which have badly affected the entire operations of the Company.
Due to continuous losses, the Net worth of the company wiped out
completely and due to this the company made a reference to BIFR on 05th
July 2012 and it has been registered in BIFR as Case No.37/2012 vide
letter No. 3(S-8)/BC/2012 dated 02ndAugust2012.
Results of the Company for the last financial year are as follows;
total income for the year ended 31st March, 2013 has been reduced to
Rs. 70.48 Crores as compared to previous years'' Rs. 113.69 Crores,
hence there was a decline of approx. 38.00%. The Operating Loss before
tax is Rs. 39.10 Crores during the last year and No Provision for
deferred tax has been made during the last financial year as there is
no certainty of future taxable income. The Net Loss for the year was
Rs. 39.24 Crores against a Net Loss of Rs. 28.77 Crores in the
previous financial year.
Dividend
The Company has continued to incur heavy losses in the last financial
year also due to adverse factors as stated above; hence the board of
directors does not recommend any dividend for the financial year ended
on31st March 2013.
Segment Reporting
Business of the Company is segregated into two segments Textile & Real
Estate Business and financial statement has been prepared in accordance
with Accounting Standard-17 (segmental reporting) prescribed by the
ICAI.
Fixed Deposit
During the last financial year the Company has not accepted any fixed
deposits under Section 58Aof the Companies Act, 1956 read with
Companies (Acceptance of Deposit, rules) 1975.
Listing and ISIN
At present the Equity Shares of the Company are listed at Bombay Stock
Exchange Limited (BSE), Mumbai and National Stock Exchange of India
Limited (NSE), Mumbai. The Annual Listing Fees for the year 2013-2014
has already been paid by the Company to the stock exchanges.
The Company''s shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
Share Capital
There was no change in the Authorized Share Capital of the Company
during last financial year and it remains unchanged at
Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000
(Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
The paid-up share capital of the Company as on 31st March 2013 was also
remains unchanged at Rs. 27,22,17,975/-consisting of 26990915 fully
paid up Equity shares of Rs.10/-each and 461765 partly paid up Equity
Shares of Rs.5/-each.
Address of corporate office
At present the Corporate Office of the company is situated at Plot
No.207-208, Sector-58, Faridabad, Haryana-121004 (India). Shareholders
are requested to please take a note of the above.
Corporate Governance
Corporate Governance is the combination of voluntary practices,
disclosures and compliance with laws as may be applicable to the
company leading to effective control and management of a Company. Your
Company believes that Corporate Governance balances the interest of all
stakeholders of a company and satisfies the tests of accountability,
transparency and fair play.
The Company''s Philosophy on Corporate Governance is to operate for the
benefit of all its stakeholders, including shareholders, customers,
lenders, creditors, employees, government authorities and the community
and to conduct its business in a transparent, ethical and fair manner.
Your Board of Directors considers itself the trustee of Company''s
shareholders and always aims at maximizing the shareholders'' value and
protecting the interest of all other stakeholders.
The report on Corporate Governance is annexed and forms part of this
Directors'' Report (Annexure II).
The Company has been strictly complying with the requirements of
Corporate Governance as stipulated under Clause-49 of the Equity
Listing Agreement with stock exchanges. The copy of certificate
obtained from Statutory Auditor''s of the Company dated 28.05.2013
confirming the compliance of the conditions of Corporate Governance by
the Company is also attached with this report.
Formation of various Committees
Details regarding various committees constituted by the Board of
directors are given in the Corporate Governance report annexed herewith
and forms part of this director''s report.
Directors
During the last financial year Mr. Sri Parkash Sharma ceased to be
director of the Company as IFCI has withdrawn their nomination from the
board of the company w.e.f 20th February 2013. Mr. Anil Mahajan has
been appointed as Nominee Director of Punjab National Bank on 09th
February 2013. Hence at present the total strength of the Board of
directors is six directors out of which three are executive directors
and three are non-executive & independent directors.
Retirement by rotation
There are five rotational directors in the company at present; hence in
accordance with the provisions of Companies Act, 1956 and Articles of
Association of the Company two directors shall retire by rotation in
the forthcoming 16th AGM. So Mr. Sanjiv Kumar Aggarwal and Mr.C.P.
Srivastava, directors of the Company shall retire by rotation at the
forthcoming 16th Annual General Meeting and being eligible, they have
offered themselves for re-appointment. A brief resume of both the above
directors, containing their age, qualifications and experience is
already given in the annexure to the notice convening forthcoming
16thAnnual General Meeting.
The resolutions contained at item no. 2 and 3 of the notice are being
proposed for their re-appointment as directors at the forthcoming
Annual General Meeting of the Company. The board recommends their
reappointment.
Director''s Responsibility Statement
Pursuant to the provisions of Section-217(2AA) of the Companies Act,
1956 and on the basis of information and advice received, the board of
directors hereby state and confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
2. that 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 as on 31st March 2013 and of the profit or
loss of the company for the year ended on that date.
3. that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting frauds and other
irregularities.
4. that the directors have prepared the annual accounts on a Going
Concern Basis.
Subsidiary Companies
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditor''s Report
M/s M. M. Goyal &Co., Chartered Accountants, New Delhi, the Statutory
Auditors of Company shall retire at the forthcoming 16th Annual General
Meeting and are eligible for re-appointment. The Audit Committee and
Board of Directors, recommend their appointment as statutory auditors
of the Company in the forthcoming annual general meeting. The company
had already received a confirmation from the statutory auditors that
their appointment if made, will be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956.
Notes to the accounts referred to in the auditor''s report are self
explanatory and therefore do not call for any further explanations as
required under section 217(3) of the Companies Act, 1956.
Cost Auditors
In terms of the provisions of Section 233B of the Act, the Board of
Directors of your Company have on the recommendation of the Audit
Committee, appointed M/s. Sunil Kumar & Associates., Cost Accountants,
Faridabad, as Cost Auditors, to conduct the cost audit of your Company
for the financial year ending 31st March, 2014. The due date of filing
the Cost Audit Report for the financial year 2012-13 is September 30,
2013.
Particulars regarding conservation of energy, technology absorption and
foreign exchange earnings and expenditure
Information on Conservation of energy as required to be disclosed under
section 217(1)(e) of the Companies Act 1956, read with Companies
(Disclosure of particulars in the report of Board of Directors) Rules
1988, is provided as under:
A. CONSERVATION OF ENERGY
During last financial year also the Company has made continuous efforts
in order to ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
The Company has been continuously making its best efforts for energy
conservation like Energy saving tubes and other ''less electricity
consuming'' electronic devices are installed in the Plant in a phased
manner for this purpose. The Department wise monitoring of energy
consumption is regularly conducted in order to save power cost and for
optimum utilization of available resources.
b. The relevant data in respect of energy consumption is given below:
B. PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT
Your Company is working with best available technology in all of its
production activities viz. knitting, dyeing etc. The Company has an
independent Research & Development department for its production
divisions, which regularly provide suggestions for reducing the cost of
production and improving quality of products. The present technology is
also being updated from time to time as and when required.
STL Global Limited is also taking full advantage of implementation of
information technology through the plant-wide network for quicker
decision making and faster preventive actions.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding foreign exchange earnings and expenditure are
annexed hereto as Annexure I and forms part of this Director''s Report.
Cautionary Statement
This director''s report contains some forward looking statements which
may be identified by use of words like expect, anticipate, believes,
intends, projects, plans or other words of similar meaning. These
forward looking statements are based on certain assumptions and
expectations of future events. The company cannot guarantee that these
assumptions and expectations are accurate or will be realized. Company
assumes no responsibility to publicly amend, modify or revise any of
the forward looking statement on the basis of any subsequent
developments, information or events.
Management is also of the opinion that quarter to quarter performance
comparison would not be an ideal way of reviewing the Company''s
performance in view of the changing transaction dynamics which might
result into some of the key assignments getting stretched and the
incidence of the revenues may either pass over to next quarter or
pushed on to a longer time scale than anticipated.
Safety, Health and Environment
Safety
Your Company believes that safety is an integral part in the efficient
business management; hence it has benchmarked its processes to the
highest standards of safety. Prompt and regular efforts with respect to
safety, training and education are your company''s commitment to the
safety. The employees working on the production floor are required to
undergo a mandatory training in their respective department. Also
various other efforts are being taken continuously for improving safety
at the plant and these efforts include continuous safety trainings with
internal & external faculties, on-the-job training for technicians and
safety awareness among employees etc.
Health
Your Company has built sufficient infrastructure in order to provide
necessary medical care to the employees working at all levels. The
medical checkups are also done before recruitment of any new person. A
first-aid box is always available in all the departments and normal
medical checkups are regularly conducted. The employees are also
imparted with health education from time to time.
Environment
The company and its management are fully committed to provide a safe
and healthy working environment inside the Company as well outside. The
Company regularly complies with all rules & regulations regarding
protection of the environment of its outside surrounding area. Your
Company is also committed to prevent wasteful use of natural resources
and to minimize the dangerous impacts of any of its activities e.g.
production, development, use & disposal of products and other services
on the environment. The Company always ensures that highest standards
of environmental management are being maintained.
SHE Committee
As you are already aware that your Company had already constituted a
SHE Committee (Safety, Health & Environment Committee) that comprises
of members from the senior management of Company. The SHE Committee is
mainly responsible for ensuring safe and healthy environment within the
Company and its neighboring area, and also for complying with all
applicable regulatory requirements in this regard.
The Company is also fully committed to make its contribution in the
Social and Economic Development of the community located in vicinity of
its operations and to provide assistance for improving the quality of
their life.
Personnel
Your board of directors sincerely acknowledges the devotion of all the
employees of the Company, who have contributed in the performance &
development of the Company. The Company''s relations with employees are
always cordial, the employees are regularly provided with internal &
external trainings and more responsibility is being entrusted to them
thereby involving them in day-to-day decision making. The true spirit
of trust, commitment, dignity, transparency and opportunity to explore
& achieve their dreams gives the employees an encouragement and
yearning to perform better.
The number of employees as on 31st March 2013 was 201.
The information as per section 217(2A) of the Companies act, 1956 read
with Companies (particulars of employees) rules 1975 is NOT APPLICABLE
to your Company.
Acknowledgement
In today''s world no company can grow without the support of their
Employees. The board of directors once again takes this opportunity to
first of all thank all the employees of the Company for their hard
work, dedication, co-operation and support rendered towards the
Company.
The board of directors also wants to express its gratitude towards the
Company''s Bankers, Financial Institutions, Central and State Government
Authorities & Officials, Customers, Vendors, Traders, Solicitors,
Advisors and to our well wishers for their support and co-operation
during the period under review.
And also to you, our dear shareholders, we are extremely grateful for
your continuous support and confidence.
For and on behalf of the Board of Directors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal Date: 07th August 2013
(Chairman cum
Managing Director) (Joint Managing
Director) Place: Faridabad
Mar 31, 2012
The board of directors has pleasure in presenting the 15th Annual
Report together with the Audited Statement of Accounts of the Company
for the financial year ended 31st March 2012
The Financial Results of your company for the year ended on 31st March
2012 are as follows:
(Rs. in Crores)
Year Ended March 31st 2012 2011
Sales and Other Income 113.69 163.52
Expenditure 135.69 227.08
Profit/(Loss) (Before Depreciation and Tax) (22.15) (63.56)
Depreciation 9.19 11.76
Profit/(Loss) before Tax (31.34) (75.32)
Exceptional Items (12.97) 0.00
Extraordinary Items 37.01 0.00
Provision for Deferred Tax 21.46 (22.83)
Profit/(Loss) After Tax (28.77) (52.49)
Performance of your Company
STL GLOBAL LIMITED has been facing adverse factors from previous
three-four years and the last financial year was also not an exception
for the textile industry as the company continued to face the adverse
factors like lesser demand, suspension of production activities due to
closure of plant and comparatively lesser recovery in the Indian
textile industry against considerable revivals in the world economy.
These adverse factors clubbed with huge burden of fixed overheads
especially bank interest, depreciation & electricity etc. have forced
the Company to incur losses in the last financial year also. Also due
to halts in production activities the total income has diminished
during last financial year.
As you shareholders are already aware that Corporate Debt Restructuring
(CDR) Cell has already approved the Restructuring Package to the
Company vide LoA No. CDR (JCP) No.7626/2010-11 dated 24th February
2011. In compliance of the restructuring package approved by CDR Cell
the Company has disposed off the land and building including plant &
machinery of Unit No.2 of the Company situated at Plot No. 4, Sector-6,
Faridabad, Haryana and the entire proceeds realized from the sale of
land and building has been utilized for repayment of Term Loans of the
Banks and Financial Institutions. Hence during last financial year also
there were lots of financial pressures on the Company which have badly
affected the overall operations of the Company. Due to continuous
losses, the Net worth of the company wiped out completely and due to
this the company made a reference to BIFR on 05th July 2012 and it has
been registered in BIFR as Case No.37/2012 vide letter No.
3(S-8)/BC/2012 dated 02nd August 2012.
Results of the Company for the last financial year are as follows;
total income for the year ended 31st March, 2012 has been reduced to
Rs. 113.69 Crores as compared to previous years' Rs. 163.52 Crores,
hence there was a decline of appox. 30.47%. The Operating Loss before
tax is Rs. 31.34 Crores during the last year and Provision for deferred
tax was Rs. 21.46 Crores during the year. The Net Loss for the year was
Rs. 28.77 Crores against a Net Loss of Rs. 52.49 Crores in the previous
financial year.
Dividend
As the Company has continued to incur heavy losses in the last
financial year due to adverse factors as stated above, hence the board
of directors does not recommend any dividend for the financial year
ended on 31st March 2012.
Segment Reporting
Business of the Company is segregated into two segments Textile & Real
Estate Business and financial statement has been prepared in accordance
with Accounting Standard-17 (segmental reporting) prescribed by the
ICAI.
Fixed Deposit
During the last financial year the Company has not accepted any fixed
deposits under Section 58A of the Companies Act, 1956 read with
Companies (Acceptance of Deposit, rules) 1975.
Listing and ISIN
At present the Equity Shares of the Company are listed at Bombay Stock
Exchange Limited (BSE), Mumbai and National Stock Exchange of India
Limited (NSE), Mumbai. The Annual Listing Fees for the year 2012-2013
has already been paid by the Company to the stock exchanges.
The Company's shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
Share Capital
There was no change in the Authorized Share Capital of the Company
during last financial year and it remains unchanged at
Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000
(Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each.
The paid-up share capital of the Company as on 31st March 2012 was also
remains unchanged at Rs. 27,22,17,975/- consisting of 26990915 fully
paid up Equity shares of Rs.10/- each and 461765 partly paid up Equity
Shares of Rs.5/- each.
Address of corporate office
At present the Corporate Office of the company is situated at Plot
No.207-208, Sector-58, Faridabad, Haryana- 121004 (India). Shareholders
are requested to please take a note of the above.
Corporate Governance
Everybody today knows that Corporate Governance is the combination of
voluntary practices, disclosures and compliance with laws as may be
applicable to the company leading to effective control and management
of a Company. Your Company believes that Corporate Governance balances
the interest of all stakeholders of a company and satisfies the tests
of accountability, transparency and fair play.
The Company's Philosophy on Corporate Governance is to operate for the
benefit of all its stakeholders, including shareholders, customers,
lenders, creditors, employees, government authorities and the community
and to conduct its business in a transparent, ethical and fair manner.
Your Board of Directors considers itself the trustee of Company's
shareholders and always aims at maximizing the shareholders' value and
protecting the interest of all other stakeholders.
The report on Corporate Governance is annexed and forms part of this
Directors' Report (Annexure III).
STL GLOBAL LIMITED has been strictly complying with the requirements of
Corporate Governance as stipulated under Clause-49 of the Equity
Listing Agreement with stock exchanges. The copy of certificate
obtained from Statutory Auditor's of the Company dated 26.05.2012
confirming the compliance of the conditions of Corporate Governance by
the Company is also attached with this report.
Formation of various Committees
Details regarding various committees constituted by the Board of
directors are given in the Corporate Governance report annexed herewith
and forms part of this director's report.
Directors
During the last financial year Mr. JagMohan Lal Agarwal, Independent
director of the Company has resigned from the directorship on 14th
February 2012 and now the total strength of the Board of directors is
six directors out of which three are executive directors and three are
non-executive & independent directors. Mr. Vishal Aggarwal is currently
holding the position of Joint Managing Director of the Company since
29th September 2007 and his term as a Joint Managing Director will
expire on 30th September 2012 and he is proposed to be appointed as
Joint Managing Director of the Company for a term of five years in the
forthcoming 15th Annual general Meeting and board recommends his
appointment.
Retirement by rotation
There are five rotational directors in the company at present; hence in
accordance with the provisions of Companies Act, 1956 and Articles of
Association of the Company two directors shall retire by rotation in
the forthcoming 15th AGM. So Mr. Jai Prakash Aggarwal and Mr. Faquir
Chand Gupta, directors of the Company shall retire by rotation at the
forthcoming 15th Annual General Meeting and being eligible, they have
offered themselves for re-appointment. A brief resume of both the above
directors, containing their age, qualifications and experience is
already given in the annexure to the notice convening forthcoming 15th
Annual General Meeting.
The resolutions contained at item no. 2 and 3 of the notice are being
proposed for their re-appointment as directors at the forthcoming
Annual General Meeting of the Company. The board recommends their
re-appointment.
Director's Responsibility Statement
Pursuant to the provisions of Section-217(2AA) of the Companies Act,
1956 and on the basis of information and advice received, the board of
directors hereby state and confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
2. that 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 as on 31st March 2012 and of the profit or
loss of the company for the year ended on that date.
3. that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting frauds and other
irregularities.
4. that the directors have prepared the annual accounts on a Going
Concern Basis.
Subsidiary Companies
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditor's Report
M/s M. M. Goyal & Co., Chartered Accountants, New Delhi, the Statutory
Auditors of Company shall retire at the forthcoming 15th Annual General
Meeting and are eligible for re-appointment. The Audit Committee and
Board of Directors, recommend their appointment as statutory auditors
of the Company in the forthcoming annual general meeting. The company
had already received a confirmation from the statutory auditors that
their appointment if made, will be within the limits prescribed under
Section 224(1B) of the Companies Act, 1956.
Notes to the accounts referred to in the auditor's report are self
explanatory and therefore do not call for any further explanations as
required under section 217(3) of the Companies Act, 1956.
"Group" for inter-se transfer of shares
In accordance with the provisions of clause 3(e) of the Securities and
Exchange Board of India (substantial acquisition of shares and
takeovers) regulation, 1997, the persons constituting group (within the
meaning as defined in the Monopolies and Restrictive Trade Practices
Act, 1969) for the purpose of availing exemption from the applicability
of the provisions of regulations 10 to 12 of the aforesaid SEBI
regulations are given at Annexure-I attached herewith and the said
Annexure-I forms part of this Director's Report.
Particulars regarding conservation of energy, technology absorption and
foreign exchange earnings and expenditure
Information on Conservation of energy as required to be disclosed under
section 217(1)(e) of the Companies Act 1956, read with Companies
(Disclosure of particulars in the report of Board of Directors) Rules
1988, is provided as under:
A. CONSERVATION OF ENERGY
During last financial year also the Company has made continuous efforts
in order to ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
The Company has been continuously making its best efforts for energy
conservation; such as (i) energy saving tubes and other 'less
electricity consuming' electronic devices are installed in the Plant in
a phased manner for this purpose. (ii) Department wise monitoring of
energy consumption is regularly conducted in order to save power cost
etc.
b. The relevant data in respect of energy consumption is given below:
FORM A
(a) Power and Fuel Consumption
Current Year Previous Year
2011-12 2010-2011
Electricity Purchased Units (Nos) 4367174 6869898
Total Cost (Rs.) 22654274 34924621
Rate per Unit (Rs.) 5.19 5.08
(b) Own Generation- (Through D.G. Set)
Generated Units (Nos) 2356960 2470371
Diesel Cost (Rs.) 24535949 24069619
Diesel Cost Per Unit (Rs.) 10.41 9.74
B. PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT
STL GLOBAL LIMITED has been working with best available technology in
all of its production activities viz. knitting, dyeing etc. The Company
has an independent Research & Development department for its production
divisions, which regularly provide suggestions for reducing the cost of
production and improving quality of products. The present technology is
also being updated from time to time as and when required.
The Company is also taking full advantage of implementation of
information technology through the plant-wide network for quicker
decision making and faster preventive actions.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
Particulars regarding foreign exchange earnings and expenditure are
annexed hereto as annexure-II and forms part of this Director's Report.
Cautionary Statement
This director's report contains some forward looking statements which
may be identified by use of words like expect, anticipate, believes,
intends, projects, plans or other words of similar meaning. These
forward looking statements are based on certain assumptions and
expectations of future events. The company cannot guarantee that these
assumptions and expectations are accurate or will be realized. Company
assumes no responsibility to publicly amend, modify or revise any of
the forward looking statement on the basis of any subsequent
developments, information or events.
Management is also of the opinion that quarter to quarter performance
comparison would not be an ideal way of reviewing the Company's
performance in view of the changing transaction dynamics which might
result into some of the key assignments getting stretched and the
incidence of the revenues may either pass over to next quarter or
pushed on to a longer time scale than anticipated.
Safety, Health and Environment
Safety
STL GLOBAL LIMITED believes that safety is an essential part in the
efficient business management; hence it has benchmarked its processes
to the highest standards of safety. Prompt and regular efforts with
respect to safety, training and education are your company's commitment
to the safety. The employees working on the production floor are
required to undergo a mandatory training in their respective
department. Also various other efforts are being taken continuously for
improving safety at the plant and these efforts include continuous
safety trainings with internal & external faculties, on-the-job
training for technicians and safety awareness among employees etc.
Health
STL GLOBAL LIMITED has built sufficient infrastructure in order to
provide necessary medical care to the employees working at all levels.
The medical checkups are also done before recruitment of any new
person. A first-aid box is always available in all the departments and
normal medical checkups are regularly conducted. The employees are also
imparted with health education from time to time.
Environment
Your company and its management are fully committed to provide a safe
and healthy working environment inside the Company as well outside. The
Company regularly complies with all rules & regulations regarding
protection of the environment of its outside surrounding area. Your
Company is also committed to prevent wasteful use of natural resources
and to minimize the dangerous impacts of any of its activities e.g.
production, development, use & disposal of products and other services
on the environment. The Company always ensures that highest standards
of environmental management are being maintained.
SHE Committee
Your Company has already constituted a SHE Committee (Safety, Health &
Environment Committee) that comprises of members from the senior
management of Company. The SHE Committee is mainly responsible for
ensuring safe and healthy environment within the Company and its
neighboring area, and also for complying with all applicable regulatory
requirements in this regard.
The Company is also fully committed to make its contribution in the
Social and Economic Development of the community located in vicinity of
its operations and to provide assistance for improving the quality of
their life.
Personnel
The board of directors once again sincerely acknowledges the devotion
of all employees of the Company, who have contributed in the
performance & development of the Company. The Company's relations with
employees are always cordial, the employees are regularly provided with
internal & external trainings and more responsibility is being
entrusted to them thereby involving them in day-to-day decision making.
The true spirit of trust, commitment, dignity, transparency and
opportunity to explore & achieve their dreams gives the employees an
encouragement and yearning to perform better.
The number of employees as on 31st March 2012 was 233.
The information as per section 217(2A) of the Companies act, 1956 read
with Companies (particulars of employees) rules 1975 is NOT APPLICABLE
to your Company.
Acknowledgement
In today's world no company can grow without the support of their
Employees. The board of directors once again takes this opportunity to
first of all thank all the employees of the Company for their hard
work, dedication, co-operation and support rendered towards the
Company.
The board of directors also wants to express its gratitude towards the
Company's Bankers, Financial Institutions, Central and State Government
Authorities & Officials, Customers, Vendors, Traders, Solicitors,
Advisors and to our well wishers for their support and co-operation
during the period under review.
And also to you, our dear shareholders, we are extremely grateful for
your continuous support and confidence.
For and on behalf of the Board of Directors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal Date: 11th August 2012
(Chairman cum Managing
Director) (Joint Managing
Director) Place: Faridabad
Mar 31, 2010
The board of directors has pleasure in presenting the 13th Annual
Report together with the Audited Statement of accounts for the
year ended 31st March 2010.
The Financial Results of your company for the year ended on 31st March
2010 areas follows:
(Rs.in Crores)
Year Ended March 31st 2010 2009
Sales and Other Income 277.8 32620
Profit/(Loss) (Before
Depreciation and Tax) (28.59) (5.10)
Depreciation 8.86 9.21
Profit/(Loss) Before tax &
Extraordinary items (37.45) (14.31)
Extraordinary Items 0.00 16.42
Profit/(Loss) before Tax (37.45) 2.11
Provision for Tax 0.01 (0.15)
Provision for Deferred Tax (9.77) 2.63
Provision for Fringe Benefit Tax 0.00 0.08
Profit/(Loss) After Tax and
Extraordinary items (27.69) (0.45)
Performance of your Company
During the last financial year also the company continued to face the
adverse factors like lesser demand, suspension of production activities
due to shifting of plant, non-viability of some divisions of the
company and non-recovery in the textile industry despite substantial
recoveries in the global economy. These adverse factors clubbed with
the burden of fixed overheads like bank interest, depreciation,
electricity etc. have forced the company to incur losses in the last
financial year. Also due to lesser demands and halts in the production
activities due to shifting of plant the total income has also
diminished during last financial year.
During the last financial year due to slowdown and adverse market
conditions, the Company has got the Working Capital &Term Loans
restructured from Banks & Financial Institutions, but one of the
consortium member banks, the DBS Bank, at the last moment in May 2010,
has not restructured the same & served the notice for recalling the
working capital facilities. This act of DBS Bank at this juncture has
badly affected the working of the Company. The company incurred a Net
Loss of Rs. 27.69 Crores as compared to the Net Loss of Rs. 14.31
Crores in the previous year and the total turnover was also decreased
by Rs. 48.52 Crores.
The results of the Company for the last financial year are as follows;
total income for the year ended 31st March, 2010 has been reduced to
Rs. 277.68 Crores as compared to previous years Rs. 326.20 Crores,
hence there was a decline of appox. 14.87%. The Operating Loss before
tax & extraordinary items was Rs. 37.45 Crores during the year.
Provision for taxation was Rs. (9.76) Crores during the year. The Net
Loss for the year was Rs. 27.69 Crores against a Net Loss of Rs. 14.31
Crores in the previous financial year.
Dividend
The Company has incurred losses in the last financial year due to
adverse factors, and there were no revenues from the IT Park Project as
well, due to non-recovery in the real estate sector, hence the board
does not recommend anydividend for the financial yearended31-March
2010.
Segment Reporting
The business of the company is entirely integrated and there are no
separate segments within the company as defined by Accounting Standard
-17 (segmental reporting) by the ICAI. Hence segment reporting is not
applicable to your Company.
Fixed Deposit
During the last financial year your Company has not accepted any fixed
deposits under section 58Aof the Companies Act, 1956 read with
Companies (Acceptance of Deposit, rules)1975.
Listing and ISIN
At present the equity shares of your company are listed at Bombay Stock
Exchange Limited (BSE), Mumbai and National Stock Exchange of India
Limited (NSE), Mumbai. The Annual Listing Fees for the year2010-2011
has already been paid bythe Company.
The Companys shares are compulsorily traded in De-Materialized form.
The ISINforfully paid-upequity shares is INE353H01010
Share Capital
During the last financial year the Authorized Share Capital of the
company remain unchanged at Rs.42,00,00,000/- (Forty Two Crores only)
divided into 4,20,00,000 (Four Crores Twenty Lakhs) Equity SharesofRs.
10/-(Rupees Ten)each
Paid-up share capital of the Company as on 31st March 2010 was Rs.
27,22,17,975/- consisting of 26990915 fully paid up Equity shares @ Rs.
10/- each and 461765 partly paid up Equity Shares @ Rs.5/- each.
Address of corporate office
As already stated in the last annual report, the Corporate Office of
the company is presently situated at Plot No.4, Sector-6, Faridabad,
Haryana-121006, (India). Shareholders are requested to please take a
note of the above.
Corporate Governance
Your Companys Philosophy on Corporate Governance is to operate for the
benefit of all its stakeholders, including shareholders, customers,
lenders, creditors, employees, government authorities and the community
and to conduct its business in a transparent, ethical and fair manner.
Your Board of Directors considers itself the trustee of Companys
shareholders and always aims at maximizing the shareholders value and
protecting the interest of all other stakeholders.
Corporate Governance is the combination of voluntary practices,
disclosures and compliance with laws as may be applicable to the
company leading to effective control and management of a Company. Your
Company believes that Corporate Governance balances the interest of all
stakeholders of a company and satisfies the tests of accountability,
transparency and fair play.
The report on Corporate Governance is annexed and forms part of this
Directors Report (Annexure -III).
Your Company has been continuously complying with the requirements of
Corporate Governance as stipulated underClause-49 of the Equity Listing
Agreement. Acertificate obtained from Statutory Auditors of the
Company dated 28.05.2010 confirming the compliance of the conditions of
Corporate Governance by the Company is also attached with this report.
Formation of various Committees
The details regarding various committees constituted by the board of
directors are given in the Corporate Governance report annexed and
forms part of this report.
Directors
At present the total strength of the board of your company remains
unchanged at Seven directors out of which three are executive directors
and four are non-executive & independent directors. During the last
financial year there was no change in the board. Mr. J. P. Aggarwal and
Mr. S.K. Aggarwal are proposed to be appointed as Chairman cum managing
Director and Whole Time Director of the Company respectively in the
forthcoming 13th Annual General Meeting and board recommends their
appointment.
Retirement by rotation
At present there are six rotational directors in the company; hence in
accordance with the provisions of Companies Act, 1956 and Articles of
Association of the Company two directors shall retire by rotation in
the forthcoming AGM. So Mr. Faquir Chand Gupta and Mr. C. P.
Srivastava, Independent Directors of the Company will retire by
rotation at the forthcoming 13th Annual General Meeting and being
eligible, they have offered themselves for re-appointment. A brief
resume of both the above directors, containing their age,
qualifications and experience is given in the annexure to the notice
convening 13th Annual General Meeting.
Necessary resolutions are being proposed for their re-appointment as
directors at the forthcoming Annual General Meeting of the company. The
board recommends their re-appointment.
Directors Responsibility Statement
Pursuant to the provisions of Section-217(2AA) of the Companies Act,
1956 and on the basis of information and advice received, the board of
directors hereby state and confirm:
1. that in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanations
relating to material departures.
2. that 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 as on 31st March 2010 and of the profit or
loss of the company for the year ended on that date.
3. that the directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of Companies Act, 1956 for safeguarding the assets of the
company and for preventing and detecting frauds and other
irregularities.
4. that the directors have prepared the annual accounts on a Going
Concern Basis. Subsidiary Companies
At present STL Global Limited do not have any subsidiary companies.
Auditors and Auditors Report
M/s M. M. Goyal & Co., Chartered Accountants, New Delhi, Statutory
Auditors of Company shall retire at the forthcoming 13th Annual General
Meeting and are eligible for re-appointment. The Audit Committee and
Board of Directors, recommend their appointment as statutory auditors
of the Company in the forthcoming annual general meeting. Company has
already received a confirmation from the statutory auditors that their
appointment if made, will be within the limits prescribed under Section
224(1 B) of the Companies Act, 1956.
The notes to the accounts referred to in the auditors report are self
explanatory and therefore do not call
foranyfurtherexplanationsasrequiredundersection217(3)oftheCompaniesAct,1956.
"Group" for inter-se transfer of shares
Pursuant to the provisions of clause 3(e) of the Securities and
Exchange Board of India (substantial acquisition of shares and
takeovers) regulation, 1997, the persons constituting group (within the
meaning as defined in the Monopolies and Restrictive Trade Practices
act, 1969) for the purpose of availing exemption from the applicability
of the provisions of regulations 10 to 12 of the aforesaid SEBI
regulations are given at Annexure -I attached herewith and the said
Annexure-I forms part of this Directors report.
Particulars regarding conservation of energy, technology absorption and
foreign exchange earnings and expenditure
The Information on Conservation of energy as required to be disclosed
under section 217(1)(e) of the Companies Act 1956, read with Companies
(Disclosure of particulars in the report of Board of Directors) Rules
1988, is provided as under:
A. CONSERVATION OF ENERGY
During last financial year also your company has made full efforts to
ensure optimum utilization of fuel and electricity.
a. Energy conservation measures taken:
Your Company is continuously making its best efforts for energy
conservation; such as (i) the energy saving tubes and other electronic
devices are installed in the Company in a phased manner for this
purpose, (ii) Department wise monitoring of energy consumption is
regularly conducted in order to save power costetc.
b. The relevant data in respect of energy consumption is given below:
(a) Power and Fuel Consumption Current Year Previous Year
2009-2010 2008-2009
Electricity Purchased Units (Nos) 8479947 9839628
Total Cost (Rs.) 35191780 41523230
Rate per Unit (Rs.) 4.15 422
(b) Own Generation-
(Through D.G. Set)
Generated Units (Nos) 2508456 2641581
Diesel Cost (Rs.) 23077804 23615764
Diesel Cost Per Unit (Rs.) 920 894
B. PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT
STL Global Limited is working with the best available technology in all
of its production activities like dyeing, Knitting etc. The Company
also has an independent Research & Development department for its
various divisions, which regularly provide suggestions to minimize the
cost of production and improve quality of products. The available
technology is continuously updated from time to time for better
performance.
Your Company is also taking the full advantage of implementation of
information technology through the plant-wide network for quicker
decision making and faster preventive actions.
C. FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars regarding foreign exchange earnings and expenditure are
annexed hereto as annexure- II and form spart of this Directors
Report.
Acknowledgement
A companys growth is mainly depends on the hard work, dedication,
co-operation and support of its employees Hence the board of directors
again takes this opportunity to first of all thank all the employees of
the Company for their hard work and dedicated services rendered to the
Company.
The board of directors also wants to express its gratitude towards the
Companys Bankers, Financial Institutions, Central and State Government
Authorities & Officials, Customers, Vendors, Traders, Solicitors.
Advisors and to our well wishers for their support and co-operation.
And also to you.our shareholders we are deeply grateful for the
continuous support and confidence.
For and on behalf of Board of Directors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal Date: 12th August 2010
(Chairman cum
Managing Director) (Joint Managing
Director) Place: Faridabad
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