Your Directors have pleasure in presenting 32 nd Annual Report for the nine monthsperiod ended on March 31 2016. The Accounting year of the Company has been changed fromJuly June to April-March in line with the provisions of the Companies Act 2013which prescribe a uniform financial year. Accordingly current year's Annual Accounts andReport of the Company are for a period of nine months from July 1 2015 to March 31 2016.These figures therefore are not comparable with those of the previous year ended on June30 2015.
FINANCIAL RESULTS FOR THE NINE MONTHS ENDED ON MARCH 31 2016 (Amount Rs. inLacs)
|Particulars ||9 Months ended on March 31 2016 ||12 Months ended on June 30 2015 ||9 Months ended on March 31 2016 ||12 Months ended on June 30 2015 |
| ||Consolidated Results ||Standalone Results |
| ||2015-16 ||2014-15 ||2015-16 ||2014-15 |
|Income from Operations ||43981.38 ||56768.61 ||115.35 ||156.58 |
|Other Income ||30.12 ||34.35 ||30.12 ||34.35 |
|Total Income ||44011.51 ||56802.96 ||145.48 ||190.93 |
|Earning before Depreciation Interest & Tax ||20143.07 ||21044.91 ||75.05 ||90.19 |
|Less : Depreciation ||14628.34 ||18448.43 ||44.68 ||60.27 |
|Interest ||1419.97 ||1714.30 ||00.00 ||00.00 |
|Profit Before Tax ||4094.76 ||882.18 ||30.37 ||29.92 |
|Provision for Taxation ||3.57 ||7.15 ||3.57 ||7.15 |
|Net Profit for the year ||4091.19 ||875.03 ||26.79 ||22.77 |
The total income of the Company on standalone basis in the current year has been Rs.145.48 Lacs and in the previous year it was Rs. 190.93 lacs. The total income of theCompany on the consolidated basis in the current year has been Rs. 44011.51 lacs and inthe previous year it was Rs. 56802.96 Lacs. The Company's Substantial Investment is inthe overseas subsidiaries which are in the business of Oil related activities. The MajorIncome of the Company is due to the operations of the subsidiaries in Oil relatedactivities which are reflected in the Consolidated Financial Statements.
DIVIDEND & TRANSFER TO RESERVE
The Directors do not recommend any dividend for the current year with view to conservethe resources and also no amount is proposed to be transferred to reserves.
The paid up Equity Share Capital of the Company as on March 31 2016 was Rs.271403068 divided into 271403068 Equity Shares of Rs. 1/- each. There has not been anychange in the Equity Share Capital of the Company during the Financial Year of nine monthsended on March 31 2016.
NUMBER OF BOARD MEETINGS
During the period of nine months ended on March 31 2016 the Board of Directors met 3(three) times viz. on August 28 2015 November 5 2015 and February 11 2016. Themaximum interval between any two meetings did not exceed 120 days. Details of the meetingsof the Board along with the attendance of the Directors therein have been disclosed aspart of the Corporate Governance Report.
COMMITTEES OF THE BOARD OF DIRECTORS
The Board has constituted following committees of Directors to deal with matters andmonitor the activities falling within the respective terms of reference:-
Nomination and Remuneration Committee
Stakeholders Relationship Committee
Corporate Social Responsibility Committee
The details of the membership terms of reference and attendance at the meetings of theabove Committees of the Board are provided in the Corporate Governance Report forming apart of this Annual Report. There has been no instance where the Board has not acceptedthe recommendations of the Audit Committee.
Pursuant to Section 152 of the Companies Act 2013 Mr. Nitin Sandesara and Mr. ChetanSandesara Directors of the Company retires by rotation and being eligible offersthemselves for re-appointment at the ensuing Annual General Meeting.
DECLARATION OF INDEPENDENCE BY DIRECTOR
Pursuant to the provisions under Section 134(3)(d) of the Companies Act 2013 withrespect to statement on declaration given by Independent Directors under Section 149(6) ofthe Companies Act 2013 the Board hereby confirm that all the Independent Directors ofthe Company have given a declaration and have confirmed that they meet the criteria ofindependence as provided in the said Section 149(6) read with Regulation 16 of Securitiesand Exchange Board of India (Listing Obligations & Disclosure Requirements)Regulations 2015.
SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANIES
The Company has the following five direct and indirect overseas subsidiary companies ason March 31 2016:
1. British Oil & Gas Exploration Private Limited Mauritius (BOGEPL)
BOGEPL is 100% owned subsidiary of the Company which is a Holding Company of BritishOil Resources Limited.
2. British Oil Resources Limited Mauritius (BORL)
BORL is 100% owned subsidiary of BOGEPL and holds the entire issued share capital ofSORL & GGL and 99.96% of the entire issued share capital of BOGEL.
3. British Oil & Gas Explorations Limited British Virgin Islands (BOGEL)
BOGEL is 99.96% owned subsidiary of BORL. The Company is engaged in business of oilrigs and associated services which involves the purchase of oil rigs and letting it onhire by deployment of rigs on oil fields for drilling.
4. Sterling Oil Resources Limited British Virgin Islands (SORL)
Sterling Oil Resources Limited is a 100% subsidiary of BORL. The company is engaged inthe business of oil trading and other related products.
5. Geodynamics Geospectra Limited British Virgin Islands (GGL)
Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The Companyprovides services in the collection and interpretation of seismic data. It is capable ofacquiring both two-dimensional and three-dimensional seismic data. Seismic data iscollected by causing an explosion in the area beneath a shot-hole and then capturing theresulting resonance by a geophone and a telemetry system. Interpretation of the seismicdata collected helps in identifying the precise points for well drilling. During the yearthe Board of Directors (the Board) reviewed the affairs of material subsidiaries. We havein accordance with Section 129(3) of the Companies Act 2013 prepared consolidatedfinancial statements of the Company and all its subsidiaries which form part of theAnnual Report. Further the report on the performance and financial position of each ofthe subsidiary associate and joint venture and salient features of the financialstatements in the prescribed Form AOC-1 is given. In accordance with Section 136 of theCompanies Act 2013 the audited financial statements including the consolidatedfinancial statements and related information of the Company and audited financialstatements of each of the subsidiary will be available on our websitewww.sterinternational.com. These documents will also be available for inspection duringbusiness hours at the registered office of the Company.
The Board has approved a policy for determining material subsidiaries and same isuploaded on the website of the company. The web link for the same is as under;www.sterinternational.comPages/policy.aspx
During the period of nine months ended on March 31 2016 your Company has not acceptedany fixed deposits from the public falling under Section 73 of the Companies Act 2013read with the Companies (Acceptance of Deposits) Rules 2014. Thus as on March 31 2016there were no deposits which remain unpaid or unclaimed and due for repayment.
The Statutory Auditors M/s. H. S. Hathi & Co. Chartered Accountants Mumbai (FirmRegistration No:103596W) who will retire at the conclusion of 32 nd Annual GeneralMeeting to be held on September 28 2016 and being eligible will offer himself forre-appointment.
The Company has received letter from M/s. H. S. Hathi & Co. Chartered Accountantsto the effect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Act and that they are not disqualified for such appointmentwithin the meaning of Section 141 of the Act.
The observations and comments given by Auditors in their report read together withnotes to Accounts are self explanatory and hence do not call for any further commentsunder Section 134 of the Act. The Auditors' Report does not contain any qualificationreservation or adverse remark.
A Secretarial Audit was conducted during the period of nine months ended on March 312016 by the Secretarial Auditor M/s. S. Bhattbhatt & Co. a Company Secretary inPractice. There are no qualifications or observations or
remarks made by the Secretarial Auditor in their Report. The Report of SecretarialAudit in form of MR-3 for period of nine months ended on March 31 2016 is attached asAnnexure - 2 to the Report.
RELATED PARTY TRANSACTIONS
All contract(s) / arrangement(s) / transaction(s) entered into by your Company with itsrelated parties during the year under review were:
?in "ordinary course of business" of the Company;
?on "an arm's length basis"; and
As per the provisions of Section 188(1) of the Act read with Companies (Meetings ofBoard and its Powers) Rules 2014. Accordingly Form AOC-2 prescribed under theprovisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules2014 for disclosure of details of Related Party Transactions which are "not atarm's length basis" and also which are "material & at arm's lengthbasis" is not provided as an annexure of the Directors' Report.
However details of the Related Party Transactions entered into during the year underreview and as on March 31 2016 are disclosed as part of the financial statements of yourCompany for the year under review as Note 20. Further pursuant to the provisions of theCompanies Act 2013 and the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 Board has approved and adopted a Policyon Related Party Transactions. The said policy is available on your Company's website viz.www.sterinternational.com /Pages/policy.aspx
TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCATION AND PROTECTION FUND
The provisions of Section 125(2) of the Companies Act 2013 do not apply as there wasno dividend declared and paid by the Company.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company does not have any loan guarantee or investments except as stated in NoteNo. 23 forming part of financial statements.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
During the period of nine months ended on March 31 2016 there were no such orderspassed by the regulators or courts or tribunals impacting the going concern status andCompany's operations in future.
ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS
The Company has adequate internal control procedures commensurate with its size andnature of business. The business control procedures ensure efficient use and protection ofCompany's resources and compliance with policies procedures and statutory requirements.
MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY
There have been no material changes and commitments affecting the financial positionof the Company which occurred between the end of period of nine months ended on March 312016 to which the financial statements relate and the date of this report.
NOMINATION AND REMUNERATION POLICY
The Company follows a policy on nomination and remuneration of Directors and SeniorManagement Employees. The Policy is approved by the Nomination and Remuneration Committee.The policy on the above is attached herewith as an Annexure - 4.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE
Corporate Social Responsibility (CSR) is a Company's sense of responsibility towardsthe community and environment in which it operates. It is the continuing commitment bybusiness to behave ethically and contribute to economic development of the society atlarge and building capacity for sustainable livelihoods. The Company believes inconducting its business responsibly fairly and in a most transparent manner. Itcontinually seeks ways to bring about an overall positive impact on the society andenvironment where it operates and as a part of its social objectives. This policy has beenformally formulated and adopted in terms of Section 135 of the Companies Act 2013 andRules framed there under to undertake CSR activities.
The responsibilities of the CSR Committee include:
1. Formulating and recommending to the Board of Directors the CSR Policy and indicatingactivities to be undertaken.
2. Recommending the amount of expenditure for the CSR activities.
3. Monitoring CSR activities from time to time.
In view of the average annual net profit for the past three years comes to negativefigure which is calculated as per the applicable provisions for the Companies Act 2013your Company was not required to spend any amount towards the CSR activity as per theapplicable provisions of Section 135 of the Companies Act 2013. Accordingly the detailsof the CSR activities during the year under review are not provided in this Report.
The Board of Directors has carried out an annual evaluation of its own performanceBoard Committees and Individual Directors pursuant to the provisions of the Companies Act2013 and the Corporate Governance requirements as prescribed by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015.
The performance of the Committees was evaluated by the Board after seeking inputs fromthe Committee members on the basis of the criteria such as the composition of Committeeseffectiveness of Committee meetings etc.
The Board and the Nomination and Remuneration Committee reviewed the performance of theindividual Directors on the basis of the criteria such as the contribution of theIndividual Director to the Board and Committee meetings like preparedness on the issues tobe discussed meaningful and constructive contribution and inputs in meetings etc. Inaddition the chairman was also evaluated on the key aspects of his role.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the board as a whole and performance of the chairman wasevaluated taking into account the views of Non-Executive Directors. The same wasdiscussed in the Board meeting that followed the meeting of the Independent Directors atwhich the performance of the Board its Committees and Individual Directors was alsodiscussed. Performance evaluation of Independent Directors was done by the entire boardexcluding the Independent Director being evaluated.
Corporate Governance requirements under the Companies Act 2013 and as stipulatedunder the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015. A separate section on corporate governance under theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 along with the certificate from the Statutory Auditor confirming thecompliance is annexed and forms part of this Annual Report in Annexure - 3.
MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis for the year under review as stipulated underSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section forming part of the Annual Report inAnnexure-5.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in form MGT-9 is annexedherewith as Annexure - 1.
PARTICULARS OF EMPLOYEES
There are no employees drawing remuneration of more than One crore and two lacs rupeeslimit as specified under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3)of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.
Your Company has a well-defined 'Whistle Blower Policy' and established Vigil Mechanismto provide for adequate safeguard against victimisation of Directors and employees whofollow such mechanism and also make provisions for direct access to the chairperson ofAudit Committee in appropriate cases. Details of the Vigil Mechanism policy are madeavailable on the Company's website at www.sterinternational.com/Pages/policy.aspx.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
All new Independent Directors (IDs) inducted into the Board are given an orientation.Presentations are made by Other Directors and Senior Management giving an overview of theCompany's operations to familiarize the new IDs with the Company's business operations.The new IDs are given an orientation on our products group structure and subsidiaryCompany Board constitution and procedures matters reserved for the Board and theCompany's major risks and risk management strategy. The Policy on the Company'sFamiliarisation Programme for IDs can be accessed atwww.sterinternational.com/Pages/policy.aspx.
INTERNAL CONTROL AND ITS ADEQUACY
The Company has adequate internal controls and processes in place with respect to itsfinancial statements which provide reasonable assurance regarding the reliability offinancial reporting and the preparation of financial statements. These controls andprocesses are driven through various policies procedures and certifications. Theprocesses and controls are reviewed periodically. The Company has a mechanism of testingthe controls at regular intervals for their design and operating effectiveness toascertain the reliability and authenticity of financial information.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company has in place a Policy against Sexual Harassment at work place in line withthe requirement of Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013. Internal Complaints Committee (ICC) has been set-up to redresscomplaints received regarding sexual harassment. All employees (permanent contractualtemporary and trainees) are covered under this Policy. No complaint received by theCommittee during the year.
PARTICULARS OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
In accordance with the provisions of Section 134 (3) (m) of the Companies Act 2013 therequired information relating to conservation of energy technology absorption is notrequired to be given as Company do not have any manufacturing activities. There is noforeign exchange earnings or outgo during the year.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(3)(c) of the Companies Act 2013 yourdirectors hereby states that :
a) In the preparation of the annual accounts the applicable Accounting Standards havebeen followed and there are no material departures from the same;
b) The Accounting Policies have been selected and these have been applied consistentlyand judgments and estimates made thereon are reasonable and prudent so as to give a trueand fair view of the state of affairs of the Company for the nine months period ended onMarch 31 2016 and of the Profit of the Company for the aforesaid period;
c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
d) Annual accounts of the Company have been prepared on a 'Going Concern' basis;
e) Internal Financial Controls have been laid down and being followed by the Companyand that such Internal Financial Controls are adequate and were operating effectively; and
f) Proper systems to ensure compliance with the provisions of all applicable laws havebeen devised.
Your Directors would like to express their sincere appreciation for the contributionmade by the Shareholders Suppliers Customers Stockiest & Importers and Bankers ofthe Company during the year under report.
| ||For and on behalf of the Board of Directors || |
| ||Chetan Sandesara ||Nitin Sandesara |
| ||Director ||Director |
|Mumbai : September 01 2016 ||(DIN: 00255671) ||(DIN: 00255496) |