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Sterling Tools Ltd.

BSE: 530759 Sector: Engineering
NSE: STERTOOLS ISIN Code: INE334A01023
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OPEN 233.35
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VOLUME 21215
52-Week high 257.00
52-Week low 160.00
P/E 31.32
Mkt Cap.(Rs cr) 821
Buy Price 227.70
Buy Qty 70.00
Sell Price 228.00
Sell Qty 1.00
OPEN 233.35
CLOSE 231.35
VOLUME 21215
52-Week high 257.00
52-Week low 160.00
P/E 31.32
Mkt Cap.(Rs cr) 821
Buy Price 227.70
Buy Qty 70.00
Sell Price 228.00
Sell Qty 1.00

Sterling Tools Ltd. (STERTOOLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 41st Annual Reporton the business and operations of your Company and Audited Financial Statements(Standalone and Consolidated) for the financial year ended March 312020.

Financial Summary & Highlights

The Company's performance for the Financial Year 2019-2020 vis-a-vis2018-2019 is summarized as under:

Particulars

Standalone

Consolidated

2019-2020

2018-2019

2019-2020

2018-2019

Profit Before Tax

3370.26

6958.86

3600.61

6989.08

Less: Current Tax

593.95

2356.10

597.17

2360.98

Deferred Tax

(128.60)

116.70

(47.00)

116.36

Profit for the Year

2904.91

4486.06

3050.44

4511.74

Add: Other Comprehensive Income

413.57

(0.51)

413.57

(0.51)

Total Comprehensive Income for the Year

3318.48

4485.55

3464.01

4511.23

Appropriations:
Interim Dividend

720.48

720.48

720.48

720.48

Tax on Interim Dividend

148.10

148.10

148.10

148.10

Transfer to General Reserve

0.00

0.00

0.00

0.00

Balance Carried to Balance Sheet

2449.9

3616.97

2595.43

3642.64

Covid-19

In the last month of F.Y. 2019-20 the Covid-19 Pandemic developedrapidly into a global crisis forcing the Government of India to announce nationwideLockdown to contain the spread of Covid-19 disease. Accordingly the manufacturing andother activities of the Company were closed from March 22nd 2020 to 17thMay 2020. While the lockdowns and restrictions imposed on various activities werenecessary to contain the spread it has significantly impacted the business operations ofthe Company. Consequently revenues and profitability have been adversely affected.

But there has been no change in the controls and processes of theCompany.

The operations of the Company have been resumed from 18thMay 2020 but at partial capacity levels and with limited manpower and the production willbe enhanced in a phased manner based on the directives of the Government as well as demandfrom Customers.

The Company has developed the SOPs for the employees to work safely andwith full security at workplace. All the facilities have been properly sanitized and allsafety protocols of temperature sensing social distancing etc. are being adhered to verystringently.

The circumstances are extremely dynamic hence the Company is not in aposition to ascertain the future impact on its operations. However the company is sureto adapt with the changing business requirements.

Company'sperformance and Future outlook

The highlights of the Company's performance (Standalone) during theFinancial Year 2019-20 are as under:

• Profit before tax decreased by 51.57% at Rs. 3370.26 Lacs.

• Total Comprehensive Income decreased by 26.02% at Rs. 3318.48Lacs.

• Cash Profit decreased by 15.08% at Rs. 5526.40 Lacs.

Financial Year 2019-20 has been a challenging year with weakmacro-economic conditions slow market growths in Automobile Sector and finally COVID-19outbreak and containment measures towards the end of the year. Despite of all thesechallenges we have given competitive and profitable growth.

The Management looks the future with optimism and hopes to do better intimes to come.

Dividend

Keeping in view the reward paying trends of the Company the Directorshad in their meeting held on 2nd August 2019 recommended 100% interimdividend for the financial year 2019-2020 against 100% dividend in the previous financialyear. The interim dividend had already been paid and taking note of this payout theDirectors have not recommended any final dividend for the financial year 2019-2020 and theinterim dividend already declared and paid to be considered as final dividend for thefinancial year 2019-2020.

The total outflows on account of said Interim Dividend (includingDividend Distribution Tax Surcharge and Education Cess) amount to Rs. 868.58 Lacs.

Transfer to General Reserve

The Company has not transferred any funds to General Reserves out ofthe amount available for appropriation.

Deposits

The Company has not accepted any deposits during the year which comeunder the purview of Section 73 of the Companies Act 2013 and as such no amount onaccount of principal or interest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware the Company' shares are compulsorily tradablein electronic form. As on March 312020 99.72% of the Company's total paid-up Capitalrepresenting 35922614 shares are in dematerialized form. In view of numerous advantagesoffered by the Depository System members holding shares in physical mode are advised toavail of the facility of dematerialization from either of the Depositories.

Capital Structure and Listing

As on 31st March 2020 the Company has Authorised ShareCapital of Rs.100000000/-and Paid Up Share Capital of Rs. 72048422/-. The equityshares of the Company are listed with Bombay Stock Exchange Limited and National StockExchange of India Limited. There are no arrears on account of payment of listing fees tothe said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 65.77% sharecapital of the Company as on 31st March 2020.

There is no change in share capital during the year.

Subsidiaries Joint Venture and Associate Companies

As on date the Company has two Joint Ventures named:

1. Sterling Fabory India Private Limited- a Joint Venture on 50:50basis with a Netherland based Company named Fabory Masters in Fasteners Group B.V. Therehas been no change in the nature of business carried out by said Joint Venture Companyduring Financial Year 20192020.

2. Sterling Gtake E-Mobility Limited- a Joint Venture on 51:44 basiswith a China based Company named Jiangsu Gtake Electric Company Ltd. This Company has beenformed in January 2020 for the purpose of manufacturing Motor Control Units (MCUs) forElectric Vehicles.

Though it is a Joint Venture with a China based Company but due tospread of Covid-19 and then changed FDI Guidelines by the Government of India the ChineseJV Partner is to infuse the funds upon receipt of Government' approval which will take 3to 4 months atleast. So as on date the said JV Company is funded by Sterling ToolsLimited and is termed as a Subsidiary of our Company for the time being.

Further the Company has acquired 100% shareholding of Haryana IspatPvt. Ltd. on 25th November 2016. Hence the said Company is a wholly ownedSubsidiary of our Company w.e.f. 25th November 2016.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing the salient features of financial statements of both theJoint Venture Companies named Sterling Fabory India Private Limited Sterling GtakeE-mobility Limited and Wholly Owned Subsidiary Company named Haryana Ispat Private Limitedby way of Form AOC-1 is attached to the Accounts as an Annexure -I.

In accordance with the third proviso of Section 136(1) of the CompaniesAct 2013 the Annual Report of the Company containing therein its standalone and theconsolidated financial statements have been placed on the website of the Companyhttps://stlfasteners.com/home/investors/.

Number of meetings of the Board and attendance of the Directors

5 (Five) board meetings were conducted during the year in respect ofwhich proper notices were given and the proceedings were properly recorded. For details ofthe meetings of the Board and attendance of the Directors please refer Page No. 56 ofCorporate Governance Report attached to this Annual Report.

Disclosure under Secretarial Standards (SS-1 & SS-2):

Adherence by a Company to the Secretarial Standards is mandatory as perSub-section (10) of Section 118 of Companies Act 2013. As per the disclosure requirementof para (9) of Secretarial Standard-1 (SS-1) the Company complies with the provisions ofapplicable Secretarial Standards in respect of the convening of the Board & GeneralMeetings.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the CompaniesAct 2013 the extract of Annual Return in the prescribed form MGT-9 has been given by anAnnexure-II attached to this Report.

Directors and Key Managerial Personnel

The Board of Director vide their meeting held on 17thDecember 2019 subject to approval of shareholders appointed Shri Shailendra Swarup asNon-Executive Independent Director of the Company for a term of 5 Years w.e.f. 17thDecember 2019 to 16th December 2024 and approval of shareholders was soughton 29th January 2020 for his appointment as an Independent Director of theCompany.

Shri Atul Aggarwal retires by rotation and being eligible offershimself for re-appointment. A resolution seeking shareholders' approval for hisre-appointment forms part of the Notice.

Pursuant to the provisions of Section 149 of the Act the independentdirectors have submitted declarations that each of them meet the criteria of independenceas provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation16(1)(b) of the SEBI Listing Regulations. There has been no change in the circumstancesaffecting their status as independent directors of the Company.

During the year under review the non-executive directors of theCompany had no pecuniary relationship or transactions with the Company other than sittingfees Advisory fees if any andreimbursement of expenses incurred by them for the purposeof attending meetings of the Board /Committee of the Company

During the year Shri Narayan Vijay Gopal resigned from the post ofChief Financial Officer and Shri Atul Aggarwal has been designated as Chief FinancialOfficer of the Company.

Pursuant to the provisions of Section 203 of the Act the KeyManagerial Personnel of the Company are Shri Anil Aggarwal Chairman & ManagingDirector Shri Atul Aggarwal Whole Time Director and Chief Financial Officer of thecompany and Vaishali Singh the Company Secretary

Policy on Directors' appointment and remuneration and other details

The Company's policy on Directors' appointment and remunerationincluding criteria for determining qualifications positive attributes independence of aDirector and other matters provided in Section 178(3) and Section 134(3) (e) of the Acthas been disclosed in an Annexure-III attached to this Report.

Policy on Board Diversity

The Company recognizes and embraces the benefits of having a diverseboard and sees increasing diversity at board level as an essential element in maintaininga competitive advantage. a truly diverse board will include and make good use ofdifferences in the skills regional and industry experience background race gender andother distinctions between directors. These differences will be considered in determiningthe optimum composition of the board and when possible should be balanced appropriately.All board appointments are made on merit in the context of the skills experienceindependence and knowledge which the board as a whole requires to be effective.

The Nomination and Remuneration Committee reviews and assesses boardcomposition on behalf of the board and recommends the appointment of new directors. Thecommittee also oversees the conduct of the annual review of board effectiveness.

The said Committee has adopted a formal policy on Board diversity whichsets out a framework to promote diversity on Company's Board of Directors

Particulars of Loans Guarantees or Investments under section 186

The Company has invested Rs. 3 crores in Equity Share Capital ofSterling Gtake E-Mobility Limited a Joint Venture / Subsidiary Company. However no otherloan or guarantees or any other investments under section 186 has been made during theyear.

Transactions with Related Parties

All contracts/arrangements/transactions entered by the Company duringthe financial year with related parties were in its ordinary course of business and on anarms' length basis.

During the year the Company had not entered into anycontract/arrangement/transaction with related parties which could be considered materialin accordance with the policy of the Company on materiality of related party transactions.

Information on transactions with Related Parties pursuant to Section134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014 are givenin Annexure-IV in Form AOC-2 and the same forms part of this report.

Audit Committee - Meetings of the Committee & Attendance ofMembers:

The Committee's composition meets with requirements of Section 177 ofthe Companies Act 2013 and Regulation 18 of the Listing Regulations 2015. Members of theAudit Committee possess financial / accounting expertise / exposure. The purpose of thisCommittee is to ensure the objectivity credibility and correctness of the Company'sfinancial reporting and disclosures process internal controls risk management policiesand processes tax policies compliance and legal requirements and associated matters.

At present the Audit Committee comprises of following Directors asmembers having wide experience and knowledge of Corporate Affairs Income Tax &Finance.

• Shri. C. R. Sharma - Chairman (Non Executive IndependentDirector)

• Dr. T. N. Kapoor - Member (Non Executive Independent Director)

• Ms. Malini Sud - Member (Non Executive Independent Director)

• Shri Anil Aggarwal - Member (Managing Director)

All the recommendations made by the Audit Committee during the year hadbeen accepted by the Board.

Four meetings were conducted during the year in respect of which propernotices were given and the proceedings were properly recorded. For details of the meetingsof the Audit Committee and attendance of the Members please refer Page No. 62 ofCorporate Governance Report attached to this Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its ownperformance board committees and individual directors pursuant to the provisions of theAct and SEBI Listing Regulations

Based on the guidance note on Board Evaluation issued by the Securitiesand Exchange Board of India on January 5 2017 a structured questionnaire was preparedafter taking into consideration the various aspects of the Board's functioningcomposition of the Board and its Committees culture execution and performance ofspecific duties obligations and governance.

In a separate meeting of independent directors the performance ofnon-independent directors the board as a whole and the Chairman of the Company wasevaluated taking into account the views of Executive Directors and Non-executiveDirectors.

The Board and the Nomination and Remuneration Committee reviewed theperformance of individual directors on the basis of criteria such as the contribution ofthe individual director to the board and committee meetings like preparedness on theissues to be discussed meaningful and constructive contribution and inputs in meetingsetc.

In the Board meeting that followed the meeting of the independentdirectors and meeting of the Nomination and Remuneration Committee the performance of theboard its committees and individual directors was also discussed. Performance evaluationof independent directors was done by the entire board excluding the independent directorbeing evaluated.

Material changes and commitments

In terms of Section 134(3)(l) of the Companies Act 2013 no materialchanges and commitments which could affect the Company's financial position have occurredbetween the end of the financial year of the Company and date of this report.

Change in Business activities

The Company is in the business of manufacturing of High Tensile ColdForged fasteners since the beginning and there is no change in the business activitiesduring the period under review.

Credit Rating

The ICRA Limited ("ICRA") the creditrating agency has reaffirmed the Long-Term Credit rating AA- Outlook Negative as well asShort Term Credit Rating A1+ of the Company. This rating indicates the strong financialhealth and credibility of the Company.

Corporate Social Responsibility

Composition of the Corporate Social Responsibility Committee has beendisclosed in the Corporate Governance Report attached to this report. The brief outlineof the Corporate Social Responsibility (CSR) Policy of the Company and the initiativesundertaken by the Company on CSR activities during the year are set out in Annexure-V ofthis report in the format prescribed in the Companies (Corporate Social ResponsibilityPolicy) Rules 2014. The policy on CSR is available on the website of the Company(https://stlfasteners.com/home/investors/).

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read withRules 5(2) and 5(3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 as amended a statement showing the names and other particulars ofthe employees drawing remuneration in excess of the limits set out in the said rules areprovided in the Annual Report which forms part of this Report.

Disclosures relating to remuneration and other details as requiredunder Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are provided in the Annual Report whichforms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1)of the Act and as advised the Annual Report excluding the aforesaid information is beingsent to the members of the Company. The said information is available for inspection onall working days during business hours at the Registered Office of the Company. Anymember interested in obtaining such information may write to the Company Secretary and thesame will be furnished on request.

The information required under Section 197 of the Act read with rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014has been given by way of Annexure-VI to this Report.

Capital Expenditure

As on March 312020 the Gross Fixed Assets including intangible assetsstood at Rs. 41104.56 Lacs and Net Fixed Assets stood at Rs. 25205.33 Lacs. Additionsduring the year amounted to Rs. 9417.25 Lacs.

Conservation of energy technology absorption and foreign exchangeearnings and outgo

Information pursuant to the provisions of Section 134(3) (m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 relatingto conservation of energy technology absorption & foreign exchange earnings and outgois given by way of Annexure-VII to this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act 2013relevant amounts which remained unpaid or unclaimed for a period of seven years have beentransferred by the Company from time to time on due dates to the Investor Education andProtection Fund. Pursuant to the provisions of Investor Education and Protection Fund(Accounting Audit Transfer & Refund) Rules 2016 the Company has uploaded thedetails of unpaid and unclaimed amounts lying with

the Company as on 15th October 2019 (date of last AnnualGeneral Meeting) on the Ministry of Corporate Affairs' website.

Corporate Governance and Management Discussion & Analysis Report

A separate section on corporate governance practices followed by theCompany together with a certificate from the auditors confirming its compliance forms apart of this Annual Report as per SEBI Regulations. Further as per Regulation 34 readwith Schedule V of the Listing Regulations a Management Discussion and Analysis Report isannexed to this report.

Director'sResponsibility Statement

Pursuant to the requirement under section 134(3) (c) of the CompaniesAct 2013 with respect to the Director's Responsibility Statement it is hereby confirmedthat:

(i) in the preparation of the accounts for the Financial Year ended 31stMarch 2020 the applicable accounting standards have been followed and there are nomaterial departures.

(ii) the Directors have selected accounting policies in consultationwith Statutory Auditors and applied them consistently and made judgements and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company at the end of the financial year and of the profit of the Company for thefinancial year under review.

(iii) the directors have taken proper and sufficient care to the bestof their knowledge and ability for the maintenance of adequate accounting records inaccordance with the provisions of the Companies Act 2013. The directors have confirmedthat there are adequate control & systems for safeguarding the assets of the Companyand for preventing and detecting fraud and other irregularities.

(iv) the Directors have prepared the accounts for the Financial Yearended 31st March 2020 on a going concern' basis.

(v) the directors have laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and areoperating effectively.

(vi) the directors have devised proper systems to ensure compliancewith the provisions of all applicable laws and that such systems are adequate andoperating effectively.

Industrial Relations

During the year under review harmonious industrial relations weremaintained in your Company.

Statutory Disclosures

Your Directors have made necessary disclosures as required undervarious provisions of the Companies Act 2013 and under SEBI Listing Regulations.

Statutory Auditors

I) Appointment

M/s Walker Chandiok & Co. LLP were appointed as Statutory Auditorsof the Company for a term of 5 years at the Annual General Meeting held on 28thSeptember 2017. They have

confirmed that they are not disqualified from continuing as Auditors ofthe Company from the conclusion of the forthcoming Annual General Meeting of the Companyuntil the conclusion of the 43rd Annual General Meeting of the Company. Furtherconsequent to amendment in Section 139 of Companies Act 2013 vide Notification No. S.O.1833(E) dated 7th May 2018 ratification of the appointment of StatutoryAuditor in every Annual General Meeting is no longer required.

II) Report

The Auditors' Report and Notes on Accounts for the financial year2019-2020 are selfexplanatory and therefore do not call for any further comments. TheAuditors' Report doesn't contain any qualification reservation adverse remark ordisclaimer. During the year under review the auditors have not reported to the Boardunder sub-section (12) of section 143 of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in the Board's report

Secretarial Auditors' report

M/s Dhananjay Shukla and Associates Company Secretaries was appointedas the Secretarial Auditor of the Company for the Financial Year 2019-2020 who hadconducted the Secretarial Audit of the Company for the year 2019-2020. The SecretarialAuditors had pointed out that the composition of Board was not in alliance with theprovision of Regulation 17(1) of SEBI (Listing Obligations and Disclosure Requirement)Regulations 2015 during the period from 07th February 2019 to 22ndMay 2019 which was later on regularized on 23rd May 2019.

In response to said observation the Board clarified that theComposition got disturbed due to some unavoidable circumstances which were duly explianedto NSE & BSE infact NSE has waived off the penalty levied by them earlier and finaldecision from BSE is still awaited. Besides the said observation the SecretarialAuditors' Report doesn't contain any qualification reservation or adverse remarks. Thesaid Secretarial Audit Report is annexed as Annexure-VIII to this Report.

Cost Auditors

The Company has appointed M/s Jitender Navneet & Co. the CostAuditors to conduct the cost audit of the Company' cost records for the financial year2020-2021.

The Company has maintained the cost records as specified by the CentralGovernment under sub-section (1) of section 148 of the Companies Act 2013 is required bythe Company and such accounts and records are made and maintained as per rule 8(5)(ix) ofthe Companies Accounts Rules 2014.

Internal Financial Control Systems and their adequacy

Your Company has effective internal control and risk-mitigation systemwhich are constantly assessed and strengthened with new/revised standard operatingprocedures. The Company's internal control system is commensurate with its size scale andcomplexities of its operations.

Our management assessed the effectiveness of the Company's internalcontrol over financial reporting (as defined in Clause 17 of SEBI Regulations 2015) as ofMarch 312020.

M/s Walker Chandiok & Co. LL.P. the statutory auditors of theCompany have audited the financial statements included in this annual report and haveissued an attestation report on our internal control over financial reporting (as definedin section 143 of Companies Act 2013).

The internal audit is entrusted to M/s S.R. Dinodia & Co. LLP afirm of Chartered Accountants. The main thrust of internal audit is to test and reviewcontrols appraisal of risks and business processes besides benchmarking controls withbest practices in the industry.

The Audit Committee of the Board of Directors actively reviews theadequacy and effectiveness of the internal control systems and suggests improvements tostrengthen the same. The Company has a robust Management Information System which is anintegral part of the control mechanism.

The Audit Committee of the Board of Directors Statutory Auditors andthe Management Personnel are periodically apprised of the internal audit findings andcorrective actions taken. Audit plays a key role in providing assurance to the Board ofDirectors. Significant audit observations and corrective actions taken by the managementare presented to the Audit Committee of the Board. To maintain its objectivity andindependence the Internal Audit function reports to the Chairman of the Audit Committee.

Based on its evaluation (as defined in section 177 of Companies Act2013 and Clause 18 of SEBI Regulations 2015) our audit committee has concluded that asof March 31 2020 our internal financial controls were adequate and operating effectively

Safety Health and Environment (SHE) Measures

Protection of the environment is the prime concern of your Company.Your Company complies with the relevant laws and regulations as well as take anyadditional measures considered necessary to prevent pollution maximize recycle reducewaste discharges and emissions. Company Conserve natural resources by their responsibleand efficient use in all its operations and plant trees.

Quality Management System

Sterling Tools Limited has four manufacturing Units Wire ProcessingUnit and three fastener manufacturing plants.

Our fastener manufacturing units are certified to the followingstandards:

• DLF and Prithla Plant are Certified to IATF 16949

• WDU plant is certified to ISO 9001

STL laboratory at DLF plant is certified to ISO 17025 for ChemicalTesting Mechanical Testing and Instrument Calibration. STL Tech Centre is also certifiedfor Mechanical and Special testing as per ISO 17025

Cash Flow Analysis

In compliance with the provisions of Regulation 34 of the ListingRegulations 2015 the Cash Flow Statement for the year ended 31st March 2020is annexed hereto.

Sexual Harassment

The Company has Constituted an Internal Complaint Committee as requiredunder Section-4 of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules made thereunder.

During the year under review no complaint was reported.

Significant and Material Orders passed by the Regulators or Courts

The Company has not received any significant order demand or noticefrom any Regulatory Authority Courts or tribunals impacting the going concern status andoperations of the Company in future.

Risk Management

The risk management framework is reviewed periodically by the Board andthe Audit Committee. Some of the risks that the Company is exposed to are:

Financial risks

The Company's policy is to actively manage its foreign exchange risk.The Company actively manages the interest rate risk by adopting suitable strategies tominimise the impact of interest rate fluctuations including maintaining an optimalbalance of different loan types and maturities as well as through Multiple Banking System.

Regulatory risks

The Company is exposed to risks attached to various statutes laws andregulations including the Competition Act. The Company is mitigating these risks throughregular review of legal compliances carried out through internal as well as externalcompliance audits. The Company has implemented a compliance tool across all its plantsincluding corporate for effectively tracking and managing regulatory and internalcompliance requirements.

Human resource risks

Retaining the existing talent pool and attracting new talent are majorrisks. The Company has initiated various measures including training and integration oflearning and development activities. The Company has also implemented a fully automatedperformance management system.

Strategic risks

Emerging businesses capital expenditure for capacity expansion etcare normal strategic risks faced by the Company. However the Company has well-definedprocesses and procedures for obtaining approvals for investments in new businesses andcapacity expansions.

Cyber risk

The failure of Information Technology (IT) systems due to maliciousattacks and / or non-compliance with data privacy laws can potentially lead to financialloss business disruption and / or damage to the Company's reputation. The Company usesstandardised backup tools services and procedures to ensure that information and data arestored at two or more diverse locations.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of theSEBI Listing Regulations the Company has adopted a policy on Vigil Mechanism fordirectors and employees to report their genuine concerns or grievance to the VigilanceOfficer. The policy is available on the Company' websitehttps://stlfasteners.com/home/investors/.

Consolidated Financial Statements

Your Directors have pleasure in enclosing the Consolidated FinancialStatements in addition to the standalone financial statements pursuant to Section 129(3)of the Companies Act 2013 (Act) and SEBI Listing Regulations and prepared in accordancewith the Accounting Standards prescribed by the Institute of Chartered Accountants ofIndia in this regard. Highlights of Performance and other details of Subsidiaries andJoint Venture Companies during the period are given below:

I. Haryana Ispat Private Limited - Subsidiary Company:

The Subsidiary Company became a subsidiary on 25th November2016. During the year under review the revenue of the Subsidiary Company is Rs. 18.41Lacs. Further the income of the Subsidiary for the year is Rs. 9.87 Lacs.

II. Sterling Fabory India Private Limited - Joint Venture Company:

The Joint Venture Company was incorporated on 9th March2010 as a JV. During the year under review the revenue of the JV Company is Rs. 1144.54lacs and the loss of the Company is Rs. 119.90 lacs

III. Sterling Gtake E-Mobility Limited - Subsidiary Company:

The Subsidiary Company became a subsidiary on 12th March2020. During the year under review the revenue of the Subsidiary Company is Rs. 0.39Lacs. Further the loss of the Subsidiary for the year is Rs. 50.06 Lacs.

Business Responsibility Reporting

Regulation 34(2)(f) of the Securities and Exchange Board of India(Listing Obligations & Disclosure Requirements) Regulation 2015 inter alia providesthat the Annual Report of the top 1000 listed entities based on market capitalizationshall include a Business Responsibility Report (BRR). A separate section on BusinessResponsibility forms part of this Annual Report.

Human Resources

At STL we believe that Company is made by its people. This principleplaces a premium on the ability to recruit better train intensively and retaineffectively. During the year under review the Human Resources function put its bestefforts to strengthen the leadership pipeline enhance talent retention and increaseworkplace vibrancy and productivity.

The year under review witnessed a multitude of initiatives: increasedtraining deeper employee engagement accountability and ownership.

The Company does not discriminate against employees based on castereligion region gender or physical disability and merit of candidates is always accordedtop priority for selection and promotion.

The Company takes pride in the commitment competence and dedication ofits employees in all areas of the business. The Company has a structured induction processat all locations and management development programs to upgrade the skills of itsemployees. The proper appraisal systems based on key result areas (KRAs) are in place forits Employees.

Safety of the workforce is given top-most priority in all activitiesacross facilities. Every task job or assignment must be performed in a safe manner only.This is the basis of our work execution.

The directors are pleased to record their appreciation for the servicesrendered by the employees and staff at all levels.

The Company has 573 Employees as on 31st March 2020.

Weblink to Important documents/information

The Company has hosted certain policies/documents/information includinginter alia Policy for determining Policy on Related Party Transactions Familiarisation programmes for IndependentDirectors etc. as per the requirement of law or otherwise on following the link:www.stlfasteners. com/

Acknowledgements

Your Directors would like to express their appreciation for theassistance and co-operation received from the Banks Government Authorities CustomersVendors and Members during the year under review. Your Directors also wish to place onrecord their deep sense of appreciation for the committed services by all Company'personnel.

Your Directors look forward to their continued support.

For and on behalf of the Board
Anil Aggarwal Atul Aggarwal
Date: 10th August 2020 Chairman & Managing Director Whole Time Director
Place: Faridabad DIN No. 00027214 DIN No. 00125825

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