STI PRODUCTS INDIA LIMITED
ANNUAL REPORT 2010-2011
The Directors have pleasure in presenting the 37th Annual Report of the
Company with the Audited Statement of Accounts for the year ended 31st
PERFORMANCE DURING THE YEAR:
The continuance of closure of manufacturing operations during the year has
resulted in losses to the Company, as with no manufacturing operations. The
accumulated losses of the Company as at 31st March, 2011 were marginally up
at Rs. 2,857.56 Lacs (Previous year Rs.2,850.64 Lacs).
As the Company did not has any manufacturing operation during the year, the
financial figures are not comparable with the previous year, a summary of
which is as under:
(Rs. in Lacs)
Particulars 2010-11 2009-10
Authorized Share Capital 400.00 400.00
Other Income - 24.26
Total Expenditures 0.93 49.98
Gross Profit/(Loss) (0.93) (25.72)
Provision for taxation
Goodwill written off
Net Profit/(Loss) (0.93) (25.72)
Balance b/f from previous year (2,850.63) (2,824.91)
Balance carried to Balance Sheet (2,851.56) (2,850.63)
CLOSURE OF THE COMPANY:
With a view to conserve resources from further depletion and to save
administrative cost, the Company has given a closure notice with effect
from 1st June, 2004 to the Labour Secretary, Department of Labour,
Government of Karnataka, Bangalore. The dues of all the employees and
workers of the Company have been settled and for more than 2 years there is
no employee working in the Company. The Company also does not own any
assets for its operations.
REFERENCE TO THE BIFR:
The members are aware that as the accumulated losses as on 31st March, 2004
had went up to Rs. 1099 Lacs, the net worth of Rs. 871 Lacs of the company
got completely eroded in the year 2003-04 and the provisions of Section 15
of the Sick Industrial Companies (Special Provisions) Act, 1985, (SICA)
became applicable on the Company, Accordingly the Company had made a
reference for registration to the Board for Industrial and Financial
Reconstruction (BIFR). The Hon'ble BIFR has in its hearing held on 12th
July, 2006 dismissed the reference filed by the Company on the ground that
the Company does not own any industrial unit.
As already informed to all the members earlier the company does not expect
to commence any operations in the company as the Plant & Machinery and
other fixed assets of the company have already been disposed off and
therefore the prospects of the company appears to be critical. The
management of the Company also does net expect any turn around in the
Company in near future.
Mr. Nirmal Singh, Director of your Company retires by rotation at the
ensuing Annual General Meeting and being eligible offers himself for re-
The Auditors, M/s. G R S R A & CO., Chartered Accountants, Bangalore,
retire at the conclusion of the ensuing Annual General Meeting and being
eligible offers themselves for re-appointment.
DIRECTORS' COMMENTS ON AUDITORS QUALIFICATION:
Your Directors have taken note of the observations/suggestions of the
Company's Auditors in their report including its annexure and positive
measures have been taken to implement the same. All their points have been
adequately covered and explained in the report of the Board of Directors as
well as in notes to the accounts.
As per the amendment in Section 383A of Companies Act, 1956 read along with
Companies (Appointment and Qualification of Secretary) Rules, 1988 w.e.f.
31st March, 2009, Company is required to obtain a certificate from a
secretary in whole-time-practice under the Companies (Compliance
Certificate) Rules, 2001 accordingly, M/s. Rao Saklecha & Co., Practicing
Company Secretary, Indore has appointed the Secretarial Auditors of the
company M/s. Rao Saklecha & Co, Practicing Company Secretary, Indore,
Secretarial Auditors of the Company retire at the conclusion of the ensuing
Annual General Meeting and being eligible offers themselves for re-
SECRETARIAL COMPLIANCE CERTIFICATE:
As required under the amended provisions of Section 383A of the Companies
Act, 1956 a Secretarial Compliance Certificate obtained from Practicing
Company Secretary is enclosed with the Directors' Report.
REPORT ON CORPORATE GOVERNANCE:
In absence of any regular revenue stream, the Company is finding it
difficult to comply with the provisions of listing agreement, however, the
company has fairly complied with the requirement of Corporate Governance in
terms of clause 49 of listing agreement. A detailed Corporate Governance
Report is annexed as Annexure to the report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Your Directors confirm that:
* In the preparation of the annual accounts, the applicable accounting
standards have been followed along with proper explanation relating to
* The accounting policies are consistently applied and reasonable, prudent
judgment and estimates are made so as to give a true and fair view of the
state of affairs of the company at the end of the financial year.
* The Directors have taken proper and sufficient care for the maintenance
of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the company and for preventing and
detecting fraud and other irregularities; and
* The Directors have prepared the annual accounts considering that all the
fixed assets of the company or have been disposed off, dismissal of
reference with BIFR, Settlement of workers, absence of any operations for
last few years and absence of any possibility to restart the operational
activity in near future.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS
Information as required under section 217(1)(e) of the Companies Act, 1956
read with the Companies (Disclosures of particulars in report of the Board
of Directors) Rules, 1988, is not applicable on the Company in view of no
manufacturing operations in the company during the year.
PARTICULARS OF EMPLOYEES:
The provisions of Section 217(2A) of the Companies Act, 1956 are not
applicable on the company as there is no employee in the company.
The Company has not accepted deposits from the public during the year.
Industrial relations with the employees were cordial upto the date of
settlement with them. Therefore the directors wish to record their
appreciation of the sincere and dedicated support by the employees of the
company at all levels upto the date of settlement.
The Directors have pleasure in recording their appreciation of the
continued assistance and co-operation extended to the Company by all the
For and on behalf of the Board of Directors
For STI PRODUCTS INDIA LIMITED
Date : 30th June, 2011.