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STL Global Ltd.

BSE: 532730 Sector: Industrials
NSE: SGL ISIN Code: INE353H01010
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OPEN 14.45
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VOLUME 6918
52-Week high 19.50
52-Week low 11.30
P/E 2.19
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 14.45
CLOSE 14.55
VOLUME 6918
52-Week high 19.50
52-Week low 11.30
P/E 2.19
Mkt Cap.(Rs cr) 40
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

STL Global Ltd. (SGL) - Director Report

Company director report

To

The Members

Your board of directors has pleasure in presenting the 19th Annual Report together withthe Audited Statement of Accounts of the Company for the financial year ended 31st March2016.

The Financial Results of your company for the year ended on 31st March 2016 are asfollows:

(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 & Amortisation 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 previousseven-eight years and the last financial year was also not an exception for the textileindustry as the company continued to face the adverse factors like lesser demandsuspension of production activities due to closure of plant and comparatively lesserrecovery in the Indian textile industry against considerable revivals in the worldeconomy. These adverse factors clubbed with huge burden of fixed overheads especially bankinterest depreciation & electricity etc. have forced the Company to incur losses inthe last financial year also. Also due to halts in production activities the total incomehas diminished during last financial year.

The Company in 2012 made a reference to BIFR on 05 July 2012 and it was registered inBIFR as Case No.37/2012 vide letter No. 3(S-8)/BC/2012 dated 02 August 2012. Company'sapplication in BIFR and AAIFR has already been rejected. Now the only hope remained withthe management of your company is to bring the real estate project collaborator RPS on thesettlement table and pull out cash flows from it.

The company had moved an application for One Time Settlement to Punjab National Bankand Allahabad Bank for the credit facilities availed by the Company. Both the Bank hasapproved the proposal and accorded their sanction for the same.

Operations

Results of the Company for the last financial year are as follows; total revenue forthe year ended 31st March 2016 has been decreased to Rs. 75.86 Crores as compared toprevious year's Rs. 79.08 Crores hence there was a reasonable decrease of approx. 4 to5%. The Operating Loss before tax is Rs. 4.69 Crores during the year and tax paid forearlier year was Rs. 0.33 Crores and No Provision for deferred tax has been made duringthe last financial year as there is no certainty of future taxable income. The Net Lossfor the year was Rs. 5.02 Crores against a Net Loss of Rs. 30.08 Crores in the previousfinancial year.

Dividend

The Company has continued to incur losses in the last financial year also due toadverse factors as stated above; hence the board of directors does not recommend anydividend for the financial year ended on 31st March 2016.

Unclaimed Dividends:

Since our company has not paid any dividend in last considerable years so theapplicability 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 stipulatedunder Regulation 34 and Schedule V of the SEBI (LODR) Regulations 2015 is presented in aseparate section forming part of the Annual Report. (Annexure-I)

Segment Reporting

Business of the Company is segregated into two segments Textile & Real EstateBusiness and financial statement has been prepared in accordance with AccountingStandard-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 andNational Stock Exchange of India Limited (NSE) Mumbai. The Annual Listing Fees for theyear 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 forfully paid-up equity shares is INE353H01010

Share Capital

There was no change in the Authorized Share Capital of the Company during lastfinancial year and it remains unchanged at Rs.420000000/- (Forty Two Crores only)divided into 42000000 (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 remainsunchanged at Rs. 272217975/- consisting of 26990915 fully paid up Equity shares ofRs.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.207-208Sector-58 Faridabad Haryana-121004 (India). Shareholders are requested to please take anote of the above.

Corporate Governance

Corporate Governance is the combination of voluntary practices disclosures andcompliance with laws as may be applicable to the company leading to effective control andmanagement of a Company. Your Company believes that Corporate Governance balances theinterest of all stakeholders of a company and satisfies the tests of accountabilitytransparency and fair play.

The Company's Philosophy on Corporate Governance is to operate for the benefit of allits stakeholders including shareholders customers lenders creditors employeesgovernment authorities and the community and to conduct its business in a transparentethical and fair manner. Your Board of Directors considers itself the trustee of Company'sshareholders and always aims at maximizing the shareholders' value and protecting theinterest of all other stakeholders.

The report on Corporate Governance is annexed and forms part of this Directors' Report (AnnexureV).

The Company has been strictly complying with the requirements of Corporate Governanceas stipulated under Regulation 27 and Schedule II of SEBI (Listing Obligations &Disclosure Requirements) Regulations 2015. The copy of certificate obtained fromStatutory Auditor's of the Company dated 30.05.2016 confirming the compliance of theconditions 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 heldthe details of which are given in the Corporate Governance report annexed herewith andforms part of this director's report.

Formation of various Committees

Details regarding various committees constituted by the Board of directors are given inthe 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 Companyoccurred during the Financial Year ended as on 31st March 2016 to which this financialstatement 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 ofdirectors. 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 & independentdirectors. In the last Annual General Meeting company has reappointed Mr. Jai ParkashAggarwal and Mr. S.K. Agarwal as Chairman cum Managing Director and Whole Time Directorrespectively.

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 GargCompany Secretary and Compliance Officer of the company resigned in the previous financialyear 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 July2015.

Retirement by Rotation

There are three rotational directors in the company at present; hence in accordancewith the provisions of Section 149(13) of the Companies Act 2013 which states that theprovision of sub-sections (6) and (7) of section 152 in respect of retirement of Directorsby rotation shall not apply to the appointment of Independent Directors. Hence onedirector shall retire by rotation in the forthcoming 19th AGM. So Mr. Vishal AggarwalJoint Managing Director of the Company shall retire by rotation at the forthcoming 19Annual General Meeting and being eligible he has offered himself for re-appointment. Abrief resume of director containing their age qualifications and experience is alreadygiven 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 hisre-appointment as director at the forthcoming Annual General Meeting of the Company. Theboard recommends his re-appointment.

Declaration by Independent Directors

The Company abided by definition of Independence as per Regulation 17 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and according to theProvision of Section 149 (6) of the Companies Act 2013. The company has also obtaineddeclarations from all the Independent Directors pursuant to section 149 (7) of theCompanies Act 2013.

Company's Policy relating to Directors appointment payment of remuneration anddischarge of their duties

The Company has adopted a Nomination and Remuneration Policy on Directors Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as provided under Section 178(3) of theCompanies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015. The Nomination and Remuneration Policy is available on thewebsite 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 Section186 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 section188(1) of the Companies Act 2013.

All related party transactions that were entered during the financial year were in theordinary course of business and were on arm's length basis. There were no material relatedparty transactions entered by the Company with Directors KMPs or other persons which mayhave a potential conflict with the interest of the Company.

All related party transactions wherever applicable are placed before the AuditCommittee. The quarterly disclosures of transactions with related parties are made to theAudit Committee.

The policy on Related Party Transactions as approved by the Board of Directors isuploaded on the website of the Company. There were no materially significant transactionswith the related parties during the financial year which were in conflict with theinterest 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 explanationsobtained 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 standardshave been followed along with proper explanations relating to material departures.

2. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as on 31 March 2016 andof 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 ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting frauds and otherirregularities.

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 wereoperating effectively.

6. That the directors have devised proper system to ensure compliances with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Internal Control Systems and their Adequacy

The company has adequate systems of internal control covering all financial andoperational activities. The internal control are designed to provide reasonable assurancewith regard to maintaining proper accounting controls protecting assets from unauthorizedlosses and ensuring reliability of financial and operational information and propercompliance with regulations. The internal control system of the company are monitored andevaluated by the internal auditor and the senior management of the company. In the opinionof 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 ofCompany shall retire at the forthcoming 19th Annual General Meeting and are eligible forre-appointment. The Audit Committee and Board of Directors recommend their appointment asstatutory auditors of the Company in the forthcoming annual general meeting. The companyhad received a confirmation from the statutory auditors that their appointment if madewill be within the limits prescribed under the provisions of Section 139 of the companiesAct 2013.

Notes to the accounts referred to in the auditor's report are self explanatory andtherefore do not call for any further comments.

STL Global

Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of theCompanies act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended 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 madethere under the Company has appointed Vijay Mourya & Associates a Company SecretaryFirm to undertake the Secretarial Audit of the Company for the F.Y. 2015-16. TheSecretarial Audit Report (Form MR-3) for the F.Y. is annexed herewith as part ofDirector's Report as (Annexure-II).

Internal Audit:

The Company has appointed Mr. Naveen Bansal Chartered Accountant as Internal Auditorof the Company who has conducted the audit and submits their report on time to time beforethe Audit Committee including action taken reports on the findings and discrepancies ifany.

Extract of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand administration) Rules 2014 is included in this Report as (Annexure- IV) andforms an integral part of this Report.

Board Evaluation:

During the year Board has made performance evaluation of the Promoter Directors andIndependent Directors of the Company. Evaluation was made on the basis of followingassessment criteria:

i) Attendance in Board meeting active participation in the meeting and giving inputson time in the minutes.

ii) Stick to ethical standards and code of conduct of the Company and timely submissionof 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 mattersetc.

The overall performance of the Board and Committees of the Board was foundsatisfactory.

CORPORATE SOCIAL RESPONSIBILITY

Your Company sincerely believes that growth needs to be sustainable in a sociallyrelevant manner. Today's business environment especially in India therefore demands thatCorporates play a pivotal role in shouldering social responsibility. Your Company iscommitted 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 doCSR but being a responsible part of society our company take care of CSR as much aspossible.

Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange 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 isprovided as under:

A. Conservation of Energy

During last financial year also the Company has made continuous efforts in order toensure optimum utilization of fuel and electricity.

a. Energy conservation measures taken:

The Company has been continuously making its best efforts for energy conservation likeEnergy saving tubes and other 'less electricity consuming' electronic devices areinstalled in the Plant in a phased manner for this purpose. The Department wise monitoringof energy consumption is regularly conducted in order to save power cost and for optimumutilization of available resources.

b. The relevant data in respect of energy consumption is given below:

FORM A

(a) Power and Fuel Consumption Current Year 2015-16 Previous Year 2014-15
Electricity Purchased Units (Nos) 4252135 4511268
Total Cost (Rs.) 34438420 30048859
Rate per Unit (Rs.) 8.10 6.66
(b) Own Generation- (Through D.G. set)
Generated Units (Nos) 231285 105285
Diesel Cost (Rs.) 4066029 1827723
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 activitiesviz. knitting dyeing etc. The Company has a full time specialized and dedicatedindependent Research & Development department for its production divisions whichregularly provide suggestions for reducing the cost of production and improving quality ofproducts. The present technology is also being updated from time to time as and whenrequired and the company is also taking full advantage of implementation of informationtechnology through the plant-wide network for quicker decision making and fasterpreventive actions.

C. Foreign Exchange Earnings and Outgo

Particulars regarding foreign exchange earnings and expenditure are annexed hereto as (AnnexureIII) and forms part of this Director's Report.

Cautionary Statement

This director's report contains some forward looking statements which may be identifiedby use of words like expect anticipate believes intends projects plans or other wordsof similar meaning. These forward looking statements are based on certain assumptions andexpectations of future events. The company cannot guarantee that these assumptions andexpectations are accurate or will be realized. Company assumes no responsibility topublicly amend modify or revise any of the forward looking statement on the basis of anysubsequent developments information or events.

Management is also of the opinion that quarter to quarter performance comparison wouldnot be an ideal way of reviewing the Company's performance in view of the changingtransaction dynamics which might result into some of the key assignments getting stretchedand the incidence of the revenues may either pass over to next quarter or pushed on to alonger time scale than anticipated.

Safety Health and Environment

Safety

STL Global Limited believes that safety is an integral part in the efficient businessmanagement; hence it has benchmarked its processes to the highest standards of safety.Adequate Controls are made at workstation to safeguard the interest of employees. Promptand regular efforts with respect to safety training and education are your company'scommitment to the safety. The employees working on the production floor are required toundergo a mandatory training in their respective department. Also various other effortsare being taken continuously for improving safety at the plant and these efforts includecontinuous safety trainings with internal & external faculties on-the-job trainingfor technicians and safety awareness among employees etc.

Health

STL Global Limited has built sufficient infrastructure in order to provide necessarymedical care to the employees working at all levels. The medical checkups are also donebefore recruitment of any new person. A first-aid box is always available in all thedepartments and normal medical checkups are regularly conducted. The employees are alsoimparted with health education from time to time. The company is committed to safe andhealthy life of its employees.

Environment

Company and its management are fully committed to provide a safe and healthy workingenvironment inside the Company as well outside. The Company regularly complies with allrules & regulations regarding protection of the environment of its outside surroundingarea. Your Company is also committed to prevent wasteful use of natural resources and tominimize the dangerous impacts of any of its activities e.g. production development use& disposal of products and other services on the environment. The Company alwaysensures that highest standards of environmental management are being maintained. Thecompany 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 ismainly responsible for ensuring safe and healthy environment within the Company and itsneighboring area and also for complying with all applicable regulatory requirements inthis regard.

The Company is also fully committed to make its contribution in the Social and EconomicDevelopment of the community located in vicinity of its operations and to provideassistance 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 withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

1. Ratio of the remuneration of each director to the median remuneration of theemployees 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 2016is Rs. 216000.00

* All the Non-Executive Independent Directors of the Company were not paid anyremuneration and were paid only sitting fee for attending the meetings of theBoard/Committee of Directors. Therefore the said ratio of remuneration of each directorto median remuneration of the employees of the company is not applicable.

1. The percentage increase in remuneration of each director Chief Financial OfficerChief 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 financialyear: 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 themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: Duringthe last financial year there was no increase in the remuneration/salary of the employeesand also there was no increase in the managerial remuneration.

5. The key parameters for any variable component of remuneration availed by thedirectors: The Executive Directors have not availed any variable component ofremuneration.

6. Affirmation that the remuneration is as per the remuneration policy of thecompany: It is affirmed that the remuneration paid is as per the remuneration policy ofthe company.

B. The information required under section 197(12) of the Companies act 2013 readwith 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.6000000/- PerAnnum when employed for full year and Rs. 500000/- per month when employed for a part ofthe year as stated in section 197(12) of the Companies act 2013 read with rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014.

Personnel

The Board of directors once again sincerely acknowledges the devotion of all theemployees of the company who have contributed in the performance & development of thecompany. Company treats its employee like its asset. The Company's relations withemployees are always cordial the employees are regularly provided with internal &external trainings and more responsibility is being entrusted to them thereby involvingthem in day-to-day decision making. The true spirit of trust commitment dignitytransparency and opportunity to explore & achieve their dreams gives the employees anencouragement and yearning to perform better.

Acknowledgement & Appreciation

In today's world no company can grow without the support of their employees. Thecompany's growth is achieved with the continuous support of all the stakeholders. Yourdirectors once again take this opportunity to first of all thank all the employees of theCompany for their hard work dedication co-operation and support rendered towards theCompany.

The board of directors also wants to express its gratitude towards the Company'sBankers Financial Institutions Central and State Government Authorities & OfficialsCustomers Vendors Traders Solicitors Advisors and to our well wishers for theirsupport and cooperation during the period under review.

And also to you our dear shareholders we are extremely grateful for your continuoussupport 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)