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Directors Report of STL Global Ltd.

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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