You are here » Home » Companies » Company Overview » STI India Ltd

STI India Ltd.

BSE: 513151 Sector: Industrials
NSE: STINDIA ISIN Code: INE090C01019
BSE 09:57 | 19 Jan 20.20 -0.95
(-4.49%)
OPEN

20.20

HIGH

20.20

LOW

20.20

NSE 15:23 | 23 Jan 19.60 -0.15
(-0.76%)
OPEN

19.75

HIGH

19.75

LOW

18.80

OPEN 20.20
PREVIOUS CLOSE 21.15
VOLUME 19
52-Week high 28.11
52-Week low 12.25
P/E
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.20
Sell Qty 81.00
OPEN 20.20
CLOSE 21.15
VOLUME 19
52-Week high 28.11
52-Week low 12.25
P/E
Mkt Cap.(Rs cr) 59
Buy Price 0.00
Buy Qty 0.00
Sell Price 20.20
Sell Qty 81.00

STI India Ltd. (STINDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 32nd Directors' Report on the business andoperations of your Company along with the audited standalone financial statements for theyear ended 31st March 2017.

FINANCIAL PERFORMANCE

The salient features of the Company's financial results during the year are as under:

(`in Lacs)

Particulars For the year ended on 31st March 2017 For the year ended on 31st March 2016
Sales / Revenue from Operations 4697.19 4679.14
Profit/(Loss) before Interest Depreciation & Tax (400.34) 4114.05
Less: Interest 0.30 1.93
Profit/(Loss) before Depreciation & Tax (400.64) 4112.12
Less: Depreciation 397.38 392.73
Profit/(Loss) before Tax (798.02) 3719.39
Less - Provision for Taxes (including Deferred) - 1319.54
Profit/(Loss) After Tax (798.02) 2399.85
Paid Up Share Capital 2900.00 2900.00
Adjusted Net Worth of the Company (800.18) (2.16)
EPS (In `) Basic & Diluted (2.75) 8.28

Note: Previous year’s figures have been regrouped / reclassified wherevernecessary in conformity with Indian Accounting Standards (Ind AS) to correspond with thecurrent year’s classification / disclosure and may not be comparable with the figuresreported earlier.

The Ministry of Corporate Affairs ("MCA") vide its notification in theofficial gazette dated 16th February 2015 notified the Companies (Indian AccountingStandard) Rules 2015 enabling implementation of Ind AS. Pursuant to this notificationthe Company has adopted Ind AS with effect from 1st April 2016. As there are no changesin the financials on applicability of Ind AS therefore no reconciliation of net profit /(loss) for the year ended 31st March 2017 is required to be submitted with the report.

OPERATIONAL PERFORMANCE

During the financial year under review the turnover of your company stood at ` 4697.19Lacs in financial year 2016-17 as against ` 4679.14 Lacs in financial year ended on 31stMarch 2016 registering an increase by 0.39%. PBIDT decreased to ` (400.34) Lacs from `4114.05 Lacs in the previous year. Interest cost decreased to ` 0.30 Lacs from `1.93 Lacs in the previous year.

DIVIDEND

Considering the accumulated losses the Board of Directors does not recommend anydividend for the year 31st March 2017

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public during the yearunder review and no amount of principle or interest was outstanding as on the balancesheet date.

SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March 2017 stood at `2900.00 Lacs. During the year under review the Company has neither issued shares withdifferential voting rights nor granted any stock options / sweat equity. Except Dr. R. B.Baheti Chairman who is holding 42 shares in the Company none of the other Directors ofthe Company hold shares or any other securities of the Company as on the date of thisreport. During the year under review no Stock Options were granted vested or exercised.No Stock Options are in force as on date. Hence there are no disclosures required to bemade pursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment affecting the financial position of theCompany which has occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report other than those disclosed inthe financial statements.

CHANGE IN NATURE OF BUSINESS

During the year under review the Company has not changed its nature of Business.

DIRECTORS AND KEY MANAGERIAL PERSONNEL RETIRING DIRECTORS

Dr. R. B. Baheti & Mr. A. R. Mundra

In accordance with the provisions of the Companies Act 2013 and Article of Associationof the Company Dr. R. B. Baheti and Mr. A. R. Mundra Directors of the Company are liablefor retire by rotation at the ensuing Annual General Meeting and being eligible offerthemselves for re-appointment. The Board recommends their re-appointment.

Brief profile of retiring directors is given in the notice of Annual General Meeting.

APPOINTMENT / RE-APPOINTMENT

Mr. Suresh Shankar Vishwasrao – Independent Director

The Board of Directors at its meeting held on 05th November 2016 appointed Mr. SureshShankar Vishwasrao as an Additional Independent Director of the Company w.e.f. 05thNovember 2016. The advantage of his vast experience of various fields is available forthe benefits of the Company. His appointment as an Independent Director is being submittedto the members for their approval in the ensuing Annual General Meeting. A brief profileof Mr. Suresh Shankar Vishwasrao is given in the explanatory statement as annexed with thenotice of Annual General Meeting.

Mr. Prashant Agrawal – Managing Director

The term of Mr. Prashant Agrawal as Managing Director has expired on 24th November2016. Therefore the Board of Directors on the recommendation of the Nomination andRemuneration Committee has re-appointed Mr. Prashant Agrawal as Managing Director of theCompany for further period of 3 (three) years with effect from 25th November 2016 to 24thNovember 2019 subject to approval of members in the ensuing Annual General Meeting.

A brief profile of Mr. Prashant Agrawal is given in the explanatory statement asannexed with the notice of Annual General Meeting.

CESSATION

Mr. T. N. Anand Reddy – Independent Director

During the year under review Mr. T. N. Anand Reddy Independent Director had resignedfrom the Directorship of the Company w.e.f. 23rd August 2016 in view of hispre-occupations and commitments. The Board placed on record its deep appreciation andgratitude for the invaluable contributions made by Mr. Reddy during his tenure as Directorof the Company.

Mr. Yudhvir Singh Jain – Special Director - BIFR

In pursuance of Government Notification S.O. No. 3568 (E) and S. O. 3569 (E) dated 25thNovember 2016 the Board for Industrial and Financial Reconstruction (BIFR) has beenwound up w.e.f. 01st December 2016. Accordingly the office of Special Director Mr.Yudhvir Singh Jain ceased to exist on the Board of the Company w.e.f. 01st December2016.The Board placed on record its deep appreciation and gratitude for the invaluablecontributions made by Mr. Jain during his tenure as Special Director - BIFR of theCompany.

Except above there is no change in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL

The following are the Key Managerial Personnel (KMP) of the Company:

01. Mr. Prashant Agrawal : Managing Director 02. Mr. Mukesh Maheshwari : ChiefFinancial Officer 03. Mr. Deepesh Kumar Nayak : Company Secretary

DECLARATION FROM INDEPENDENT DIRECTORS

The present Independent Directors Mr. A. Arumugham Mr. Suresh Shankar Vishwasrao andMr. John Mathew have submitted their declaration to the Board that they fulfill thecriteria as stipulated in Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") so as to qualify themselves to be appointed/continued as IndependentDirectors.

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 your Directors would like tostate: (a) that in the preparation of the annual financial statements for the year ended31st March 2017 the applicable accounting standards read with requirements set out underschedule III to the Act have been followed along with proper explanation relating tomaterial departures if any; (b) that such accounting policies as mentioned in the Notesto the Financial Statements have been selected and applied consistently and judgments andestimates have been made that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2017 and of theprofit/(loss) of the Company for the year ended on that date; (c) that proper andsufficient care has been taken for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013 for safeguarding the assets ofthe Company and for preventing and detecting fraud and other irregularities; (d) that theannual financial statements have been prepared on a going concern basis; (e) that properinternal financial controls were in place and that the financial controls were adequateand were operating effectively; and (f) that systems to ensure compliance with theprovisions of all applicable laws were in place and were adequate and operatingeffectively.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees.

A separate exercise was carried out to evaluate the performance of directorsindividually including Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority members etc. The Performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand Non-executive Independent Directors was also carried out by the Independent Directorsat their separate meeting. The Directors expressed their satisfaction with the evaluation.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors membersof Senior Management and Key Managerial Personnel.

Both policies are available for inspection by members at the Registered Office of theCompany during working hours up to the date of the Annual General Meeting and shall bemade available to any members on request.

MEETING OF BOARD OF DIRECTORS

During the year under review 04 (Four) Board Meetings were convened and held on 10thMay 2016 23rd August 2016 05th November 2016 and 13th February 2017. The details inrespect of attendance of directors sitting fees etc. are given in the CorporateGovernance which forms part of the Annual Report.

The intervening gap between the above said meetings was within the timelines asstipulated under the Companies Act 2013 and Regulation 17 of the Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following mandatory Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee; and

4. Corporate Social Responsibility Committee.

COMPOSITION OF AUDIT COMMITTEE

The Audit Committee consists of the following members:

Mr. A. Arumugham : Chairman Independent Director
Mr. John Mathew : Member Independent Director
Mr. A. R. Mundra : Member Non-executive Director

There are no qualifications and observations raised by Audit Committee which requiredany comments from the Board or Management of the Company.

Further details on the Audit Committee are provided in the Report on CorporateGovernance forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with the requirements of Section 135 of the Companies Act 2013 theCompany has constituted Corporate Social Responsibility (CSR) Committee which isresponsible for fulfilling the CSR objectives. The Composition of committee is as under:

Mr. A. Arumugham : Chairman Independent Director
Dr. R. B. Baheti : Member Non-executive Director
Ms. Prachi Deshpande : Member Non-executive Director

As the Company has no average net profit during the immediately preceding last threefinancial years the provisions of section 135 of the Companies Act 2013 with respect tocontribution for CSR activities were not applicable to the Company during the financialyear under review.

The details of other committees of the Board are given in the Corporate GovernanceReport which forms part of this report.

AUDITORS Statutory Auditor

In accordance with the provisions of the Companies Act 2013 M/s. V.K. Beswal &Associates Chartered Accountants Mumbai having Firm Registration Number 101083W wereappointed as Statutory Auditors for a period of 5 years in the 30th Annual General Meetingheld in the year 2015 and are eligible for reappointment. However their appointment issubject to ratification by members at ensuing Annual General Meeting of the Company.

M/s. V.K. Beswal & Associates Chartered Accountants Mumbai have providednecessary certificate and acceptance to the Company under section 139 (1) read withsection 141 of the Companies Act 2013.

The statutory auditors have not reported any incident of fraud under section 143(12) ofthe Companies Act 2013 to the Audit Committee of the Company during the year underreview.

The Auditor’s Report does not contains any qualification reservation or adverseremark on the financial statements for the year ended 31st March 2017. The statementsmade by the Auditors in their Report are self - explanatory and do not call for anyfurther comments.

Secretarial Auditor

As per requirements of Section 204(1) of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Rao Saklecha & Co. Practicing Company SecretaryIndore (C.P. No. 6434) as the Secretarial Auditor of the Company to conduct SecretarialAudit of the compliance of applicable statutory provisions and adherence to good corporategovernance practice by the Company. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark. The statements made by the Auditors in theirReport are self - explanatory and do not call for any further comments.

The report of the Secretarial Auditor for the financial year 2016-17 is annexed to thisreport as Annexure - I. Internal Auditor

As per requirements of Section 138(1) of the Companies Act 2013 read with rule 13 ofthe Companies (Accounts) Rules 2014 the Board of Directors of the Company has appointedM/s Fadnis & Gupte Chartered Accountants Indore as Internal Auditor of the Companyto conduct Internal Audit of business processes financial reporting & controlscompliance with applicable laws regulations etc. During the year under review nomaterial or serious observation has ben received from the Internal Auditors of theCompany.

Cost Auditor

The Ministry of Corporate Affairs ("MCA") vide Notification dated 31stDecember 2014 made amendment in the Companies (Cost Records and Audit) Rules 2014through Companies (Cost Records and Audit) Amendment Rules 2014. As per the saidamendment rules our Company is exempted from the requirement to conduct Cost Audit.Therefore the Company did not appointed Cost Auditor for financial year 2016-17.

CEO / CFO CERTIFICATION

In terms of Regulation 17 of the Listing Regulations a Compliance Certificate dulysigned by the Managing Director and Chief Financial Officer of the Company on thefinancial statements and internal controls relating to financial reporting has beenobtained and annexed with the corporate governance report.

POSTAL BALLOT

During the year under review two resolutions were passed through postal ballotfollowing the procedure under Section 110 of the Companies Act 2013 for obtainingapproval of members for creation of charge on movable and immovable properties and forcreation of security and providing corporate guarantee. .

The Company followed the procedure as prescribed under the Companies (Management andAdministration) Rules 2014 and Members were provided the facility to cast their votesthrough electronic voting as well as through postal ballot. The Board appointed M/s RaoSaklecha & Company Practicing Company Secretary Indore as the Scrutinizer forconducting the postal ballot voting process. The scrutinizer submitted his report to theChairman after the completion of the scrutiny of the postal ballot as well as e-voting.The result of the postal ballot via postal ballot forms and e-voting facility was declaredon 10th November 2016 and communicated to the stock exchanges i.e. NSE & BSE anddisplayed on the Company’s website www.stitextile.net. The results were alsopublished in the two newspapers as stipulated.

INDUSTRIAL RELATIONS AND CORPORATE GOVERNANCE

The company provides a congenial and friendly atmosphere to its employees to maintaincordial relations and motivate them to develop their full potential. Industrial Relationsthroughout the year were very peaceful & cordial.

To upgrade human skills and improve their efficiencies the Company continuouslyorganizes workshops on different management areas and also deputes employees to externalworkshop and seminars.

Your directors are also committed to good corporate governance as a policy. As perRegulation 34(3) read with schedule V of the Listing Regulations a detailed report onCorporate Governance is given in the annexure which forms part of this report as AnnexureII. The requisite certificate from the Statutory Auditors of the Company confirmingcompliance with the conditions of corporate governance is also annexed with the report oncorporate governance.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The informations on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed and marked as Annexure- III.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return (From No. MGT – 9) pursuant to the provisions ofSection 92 read with Rule 12 of the Companies (Management and Administration) Rules 2014is furnished in Annexure - IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and were in the ordinary course of business. There are nomaterially significant related party transactions made by the company with Promoters Key

Managerial Personnel or other designated persons which may have potential conflict withinterest of the company at large.

As per provisions of sub-section (1) of Section 188 read with the Companies (Meeting ofBoard and its Powers) Rules 2014 and further amendment thereof the Company has obtainedthe prior omnibus approval of Audit Committee Board of Directors and Members for allmaterial related parties transactions.

Further the statement giving details of all related party transactions entered intopursuant to the omnibus approval so granted has been placing before the Audit Committeeand the Board of Directors for review on a quarterly basis. Pursuant to clause (h) ofsub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules2014 particulars of contracts or arrangements with related party (ies) are given in theprescribed Form – AOC – 2 is annexed and marked as

Annexure - V.

The policy on Related Party Transactions as approved by the Board is hosted on theCompany’s website www.stitextile.net.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company’s shares andprohibits the purchase or sale of Company’s shares by the Directors and thedesignated employees while in possession of unpublished price sensitive informations inrelation to the Company and during the period when the Trading Window is closed. The Boardis responsible for implementation of the Code. All Directors and the designated employeeshave confirmed compliance with the Code.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has provided corporate guarantee inconnection with credit facilities availed by its holding company from banks. The terms andconditions of the guarantee so given are not prejudicial to the interest of the Companyand in line with the provisions of the act. There is no transaction of loan andinvestment.

HOLDING SUBSIDIARY JOINT VENTRES & ASSOCIATES COMPANIES

Your Company continues to be the subsidiary of Bombay Rayon Fashions Limited (BRFL).The Company does not have any Subsidiary Joint Venture and Associates Company.

RISK MANAGEMENT

The Company has in place a mechanism to inform Board Members about the risk assessmentand minimization procedures and periodical review to ensure that executive managementcontrols risks by means of a properly defined frame work. As required under Regulation 17of Listing Regulations the Company has formulated a Policy on Risk Management.

INTERNAL CONTROL SYSTEM AND AUDIT

The Company has appropriate Internal Control System for business processes financialreporting & controls compliance with applicable laws regulations etc. The InternalControl System of the Company is designed to prevent operational risks through a frameworkof internal controls and processes. Our internal control system ensures that all businesstransactions are recorded in a timely manner the financial records are completeresources are utilized effectively and our assets are safeguarded. We have developedrobust policies procedures checks and balances to bring in discipline in day-to-dayfunctions for accurately and timely compilation of data. In addition the Company hasappointed M/s Fadnis & Gupte Chartered Accountants Indore as the Internal Auditorsof the company. The Internal Audit conducts on monthly basis and the report of auditor isplaced before the Audit Committee in its next meeting. The internal audit ensuressafeguarding the assets of the Company review of operational efficiency effectiveness ofsystems and processes and assessing the internal control strengths in all areas. FurtherInternal Auditors observations and findings are discussed with the concerned departmentshead and suitable corrective actions are taken as per the directions of Audit Committee onan ongoing basis to improve efficiency in operation. During the year under review nomaterial or serious observation has been received from the Internal Auditors of theCompany for inefficiency or inadequacy of such controls.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the Listing Regulations the CashFlow Statement forms part of annual report.

DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE

In order to prevent sexual harassment of women at work place a new act the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. As per the said act the company is required to setup an Internal Complaints Committee (ICC) to look into complaints relating to sexualharassment at work place of any women employee.

Accordingly the Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up an Internal Complaints Committee for implementation ofsaid policy. There were no incidences of sexual harassment reported during the year underreview.

WHISTLE BLOWER POLICY

In compliance of the requirements of Section 177 of the Companies Act 2013 and as ameasure of good corporate governance practice the Board has formulated a Whistle BlowerPolicy. The policy comprehensively provides an opportunity for any employee / director ofthe Company to raise any issue concerning breaches of law accounting policies or any actresulting in financial or reputation loss and misuse of office or suspected or actualfraud. The policy provides for adequate safeguard against victimization of employees anddirectors who avail of vigil mechanism and also provide for direct access to the AuditCommittee.

POLICIES AS PER SEBI LISTING REGULATIONS

As per requirements of provisions of Listing Regulations the Company has adopted thefollowing policies:

Policy for Preservation of Documents. (Regulation 9)

Policy for Determination and Disclosure of Material Events. (Regulation 30(4)(ii))

Archival Policy. (Regulation 30(8)

Policy on Material Related Party Transactions. (Regulation 23)

Familiarization Programme for independent directors as per Regulation 25 & 26 ofListing Regulations.

As the Company does not have any subsidiary hence not formulated policy on materialsubsidiary as stipulated under regulation 16(1)(c).

STATUS OF CASE AT NATIONAL COMPANY LAW TRIBUNAL (NCLT) AHMEDABAD.

The Company had declared as a Sick Industrial Undertaking under Section 3(1)(o) of theSick Industrial Companies (Special Provisions) Act 1985 (SICA) vide summary ofproceedings of the hearing held on 23rd January 2006 against reference registration No.743/2002 dated 30th December 2002. The Hon’ble BIFR Bench has appointed State Bankof India as Operating Agency to prepare Draft Rehabilitation Scheme. The Hon’ble BIFRBench vide order dated 1st November 2010 while accepting the report of operating agencyobserved that the Company is liable to pay all the outstanding dues of Gujarat CottonAssociation (GUJCOT) and directed the Company to prepare Draft Rehabilitation Scheme(DRS) taking into account the liability towards GUJCOT. The Company then filed an appealbefore the AAIFR against the said order of BIFR. On 29th April 2013 the AAIFRconsidering the application of the Company passed its order and remanded the case to BIFRwith a direction to hear matter on the points raised in appeal before AAIFR.

The last hearing at the BIFR was on 25th March 2015 however the same was not heard asthe bench did not function on the said date. No further date of hearing at BIFR notifiedthereafter. Later as a result of notification of Sick Industrial Companies (SpecialProvisions) Repeal Act 2003 and commencement of the Insolvency and Bankruptcy Code 2016(IBC 2016) the Company’s proceeding before the BIFR has been abated w.e.f. 01stDecember 2016.

In exercise of powered conferred under IBC 2016 Gujarat Cotton Co-operative CottonFederation Limited (GUJCOT) an ex-cotton supplier of the Company claiming it asoperation creditor served a demand notice to the Company dated 24th March 2017 underrule 5 of the Insolvency and Bankruptcy (Application to Adjudication Authority) Rules2016 which later was replied by the Company on 07th April 2017 denying that the Companyhas no liability against the GUJCOT.

Thereafter GUJCOT submitted an application before the NCLT under section 9 of IBC2016 to initiate Corporate Insolvency Resolution Process against the Company. The lasthearing at the NCLT was on 05th May 2017 in which NCLT has rejected the application ofGUJCOT on the ground of "Dispute" exists between the parties.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the ListingRegulations is not applicable to your Company for the financial year ending 31st March2017.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSIMPACTING THE GOING CONCERN STATUS OF THE COMPANY

There are no significant material orders passed by the Regulators / Courts which wouldimpact the going concern status of the Company and its future operations.

PARTICULARS OF EMPLOYEES

The detail as required pursuant to Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is given in Annexure - VI.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 forming part of the Directors’ Report for the year ended 31st March 2017is given in a separate Annexure to the Directors’ Report.

The said Annexure is not being sent along with this Report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the Company Secretary at theRegistered Office of the Company. The aforesaid Annexure is also available for inspectionby the Members at the Registered Office of the Company 21 days before the Annual GeneralMeeting and up to the date of the said Annual General Meeting during the business hours onworking days.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his/her spouse and dependentchildren) more than two percent of the equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report on the operations of the Company asrequired under regulation 34(2)(e) of the Listing Regulations has been given separatelyand forms part of this report as Annexure - VII.

DISCLOSURES

The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees. The Board of Directorsstate that except disclosures as given above no further mandatory disclosure or reportingis required to give with this report.

CAUTIONARY STATEMENT

Statements in the Board’s Report describing the Company’s objectivesexpectations or forecasts may be forward-looking within the meaning of applicablesecurities laws and regulations. Actual results may differ materially from those expressedin the statement. Important factors that could influence the Company’s operationsinclude global and domestic demand and supply conditions affecting selling prices offinished goods input availability and prices changes in government regulations taxlaws economic developments within the country and other factors such as litigation andindustrial relations.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The board would like to place on record its deep appreciation to the financialinstitutions banks business partners central and state government authorities stockexchanges and clients for their support and co-operation during the year.

We would also like to place on record our sincere appreciation for the commitmentdedication and hard work put in by every employee of the Company. We are also deeplygrateful for the confidence and faith expressed by the members in the Company. YourDirectors would also like to take this opportunity to acknowledge the excellent supportgiven by Bombay Rayon Fashions Limited the Holding Company of your company in providingthe financial assistance and excellent management support and guidance at all levels ofbusiness. This has enabled the Company to run its business smoothly and effectively forthe accomplishment of its objectives.

For and on behalf of the Board
Of STI India Limited
Dr. R.B. Baheti
Place: Indore Chairman
Date: 08th May 2017 DIN: 00008202