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Sterling Tools Ltd.

BSE: 530759 Sector: Engineering
NSE: STERTOOLS ISIN Code: INE334A01023
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OPEN 309.90
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VOLUME 15156
52-Week high 322.00
52-Week low 116.05
P/E 30.42
Mkt Cap.(Rs cr) 1,069
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 309.90
CLOSE 305.60
VOLUME 15156
52-Week high 322.00
52-Week low 116.05
P/E 30.42
Mkt Cap.(Rs cr) 1,069
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sterling Tools Ltd. (STERTOOLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 43rd Annual Report on thebusiness and operations of your Company and Audited Financial Statements (Standalone andConsolidated) for the financial year ended March 31 2022.

Financial Summary & Highlights

The Company?s performance for the Financial Year 2021-22vis-?-vis 2020-21 is summarized as under:

Standalone

Consolidated

Particulars 2021-2022 2020-2021 2021-2022 2020-2021
Revenue from Operations 47124.25 35528.99 50958.32 35548.05
Other Income 338.30 284.43 302.65 303.06
Total Revenue 47462.55 35813.42 51260.97 35851.11
Total Expenditure (excluding depreciation and finance cost) 40132.55 29062.39 44302.34 29368.65
Profit before interest depreciation taxes & exceptional item 7330 6751.03 6958.63 6482.46
Less: Interest 662.65 760.25 686.74 760.25
Depreciation 2700.77 2631.61 2733.55 2637.65
Exceptional items - 242.18 - -
Share of loss of investment accounted for using equity method - - 61.66 50.80
Profit Before Tax 3966.58 3116.99 3476.68 3033.76
Less: Current Tax 1040.72 770.66 1043.95 774.33
Deferred Tax (46.95) (95.48) (120.83) (91.48)
Profit for the Year 2972.81 2441.81 2553.56 2350.91
Add: Other Comprehensive Income 236.24 150.91 238.09 150.91
Total Comprehensive Income for the Year 3209.05 2592.72 2791.65 2501.82

* recommended a dividend of Re. 1 per share (50%) for the year endedMarch 31 2022.

Impact of Covid-19

COVID-19 pandemic continued to be a global challenge creatingdisruption across the world. In the first three months of FY 2021-22 Second wave of thepandemic overwhelmed India?s medical infrastructure. Through this trying periodhospitalization support was provided to the needy community through local hospitals inFaridabad by your Company. Amid the pandemic the Company launched a Vaccination drive forits employees to ensure their safety.

Company operations also remained affected due to restricted movementdisrupted supply lines and temporary shutdown of some customer?s locations in thefirst quarter.

Company?s performance and Future outlook

Our strategic objective is to build a sustainable and resilientorganization that remains relevant to the agenda of our customers while creating growthopportunities for our employees generating profitable returns for our investors andcontributing to the communities that we operate in.

As mentioned earlier First quarter of F.Y. 2021-22 was challengingwherein the operations of the Company were adversely impacted due to Pandemic but stillthe Company managed to do well in the rest part of the Year.

The highlights of the Company?s performance (Standalone) duringthe Financial Year 2021-22 are as under:

• Revenue from Operations increased by 33% at H 471.24 Crore

• Profit before tax increased by 27% at H 39.66 Crore

• Cash Profit increased by 7.79% at H 56.27 Crore

Management looks at the future with optimism and hopes to do better intimes to come. The outlook of the Company as well as the Automobile Industry is providedin detail in Management Discussion and Analysis Report forming part of thisDirectors? Report.

Dividend

The Company has a robust track record of rewarding its shareholderswith a generous dividend pay-out. In view of the strong operational and financialperformance during the year under review the Board of Directors is pleased to recommend adividend of Re. 1 per share (50%) for the year ended March 31 2022. The dividend pay-outis in accordance with the Company?s Dividend Distribution Policy. The Policy isavailable on the Company?s websitehttp://stlfasteners.com/wp-content/uploads/2022/05/Dividend-Distribution-Policy-.pdf

As per the prevailing provisions of the Income Tax Act 1961 thedividend if declared will be taxable in the hands of the shareholders at the applicablerates. For details shareholders are requested to refer to the Notice of annual generalmeeting.

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 compulsorilytradable in electronic form. As on March 31 2022 99.74% of the Company?s totalpaid-up Capital representing 35931619 shares are in dematerialized form. In view ofnumerous advantages offered by the Depository System members holding shares in physicalmode are advised to avail of the facility of dematerialization from either of theDepositories.

Capital Structure and Listing

As on 31st March 2022 the Company has Authorised Share Capital of H100000000/- and Paid Up Share Capital of H 72048422/-. The equity shares ofthe Company are listed with BSE Limited and National Stock Exchange of India Limited.There are no arrears on account of payment of listing fees to the said Stock Exchanges.

The Promoters and Persons acting in concert with them hold 65.77% sharecapital of the Company as on 31st March 2022.

There is no change in share capital during the year.

Subsidiaries Joint Venture and Associate Companies

As on date the Company has one Joint Venture named:

1. Sterling Fabory India Private Limited: 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 2021-2022.

Considering the unviability of this business it was decided to closethe operations of said Company and to terminate the Joint Venture Agreement. Accordinglythe Board of Directors vide its meeting held on 11th August 2021 accorded their approvalto close the operations of Joint Venture Company and then vide its meeting held on 08thFebruary 2022 accorded its approval to terminate the Joint Venture Agreement with FaboryMasters in Fasteners Group B.V.

The Company has two subsidiaries:

1. Haryana Ispat Pvt. Ltd.: The Company has acquired 100%shareholding of Haryana Ispat Pvt. Ltd. on 25th November 2016. Hence the said Company isa wholly owned Subsidiary of our Company w.e.f. 25th November 2016.

2. Sterling Gtake E-Mobility Limited: This Company has beenformed in January 2020 for the purpose of manufacturing/developing Motor Control Units(MCUs) for Electric Vehicles on a License arrangement basis with a China based Companynamed Jiangsu Gtake Electric Company Ltd.

The said company is funded 100% by Sterling Tools Limited and is termedas a Wholly Owned Subsidiary of our Company.

Pursuant to the provisions of Section 129(3) of the Companies Act2013 a statement containing the salient features of financial statements of the JointVenture Company named Sterling Fabory India Private Limited and Subsidiary Companies namedSterling Gtake E-mobility Limited and Haryana Ispat Private Limited by way of FormAOC–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

4 (Four) 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. 47of Corporate 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 requirementsof 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 draft Annual Return in the prescribed form MGT-7 as on 31st March 2022 isavailable on the Company?s website at www.stlfasteners.com/investors/.

Directors and Key Managerial Personnel

Mr. Rahoul Kabir Bhandari (DIN: 00019495) vide his letter datedDecember 15 2021 resigned from the Board of the Company as an Independent Director dueto time constrains arising on account of his pre-occupancy and other personal/ BusinessCommitments with effect of close of business hours of December 15 2021.

Shri Akhill 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 Co. Act 2013 theindependent directors have submitted declarations that each of them meet the criteria ofindependence as provided in Section 149(6) of the Co. Act 2013 along with Rules framedthereunder and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been nochange in the circumstances affecting their status as independent directors of theCompany.

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 and reimbursement of expenses incurred by them for the purposeof attending meetings of the Board /Committee of the Company.

Pursuant to the provisions of Section 203 of the Co. Act 2013 the KeyManagerial Personnel of the Company are Shri Anil Aggarwal Chairman & ManagingDirector Shri Atul Aggarwal Whole Time Director Shri Pankaj Gupta Chief FinancialOfficer of the company and Ms. Vaishali Singh the Company Secretary as at 31.03.2022.Further during the year under review Shri Pankaj Gupta has been appointed as ChiefFinancial Officer of the Company w.e.f. 12th June 2021 in place of Shri Atul Aggarwal whowas handling this position temporarily till the said position gets filled up by anIndependent qualified Professional.

Statement of Declaration Given by Independent Directors

All the independent directors have submitted a declaration pursuant toSection 149(7) of the Companies Act 2013 stating that they meet the criteria ofindependence as stipulated in Section 149(6) of the Companies Act 2013.

Policy on Directors? appointment and remuneration and otherdetails

The Company?s policy on Directors? appointment andremuneration including criteria for determining qualifications positive attributesindependence of a Director and other matters provided in Section 178(3) and Section 134(3)(e) of the Co. Act 2013 has been disclosed in Annexure–II attached to thisReport.

Policy on Board Diversity

The Company recognizes and embraces the importance of a diverse Boardin its success. We believe that a truly diverse Board will leverage differences inthoughts perspectives regional and industry experience cultural and geographicalbackground age ethnicity race gender knowledge and skills including expertise infinancial global business leadership technology mergers & acquisitions Boardservice strategy sales and marketing Environment Social and Governance (ESG) risk andcybersecurity and other domains which will ensure that STL retains its competitiveadvantage. The Board Diversity Policy adopted by the Board sets out its approach todiversity.

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

Particulars of loans guarantees given and investments made during theyear as required under section 186 of the Companies Act 2013 and schedule V of theSecurities and Exchange Board of India (Listing Obligation and Disclosure Requirement)Regulations 2015 are provided in Notes 5 and 14 of the standalone financial statements.

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 onarms? 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 Co. Act 2013 read with rule 8(2) of the Companies (Accounts) Rules 2014are given in Annexure–III in Form AOC–2 and the same forms part of thisreport.

Audit Committee - Meetings of the Committee & Attendance of Members

The Committee?s composition meets with requirements of Section 177of the Companies Act 2013 and Regulation 18 of the Listing Regulations 2015. Members ofthe Audit Committee possess financial / accounting expertise / exposure. The purpose ofthis Committee is to ensure the objectivity credibility and correctness of theCompany?s financial reporting and disclosures process internal controls riskmanagement policies and processes tax policies compliance and legal requirements andassociated 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 Independent Director)
• Shri Rakesh Batra – Member (Non Executive Independent Director)
• Shri Shailendra Swarup – 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. 51 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 theCo. Act 2013 and SEBI Listing Regulations 2015.

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 haveoccurred between 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. However as our commitment towards diversification theCompany has entered into a new Product Segment i.e. Motor Control Unit (MCU) for ElectricVehicles through one of its Wholly owned Subsidiary Company i.e. Sterling Gtake E-mobilityLimited.

Credit Rating

The ICRA Limited ("ICRA") the credit rating agency hasreaffirmed the Long-Term Credit rating AA- Outlook Stable as well as Short Term CreditRating A1+ of the Company. This rating indicates the strong financial health andcredibility 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–IVof this 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 Co. Act 2013 readwith Rules 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 Co. Act 2013 read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are provided in theAnnual Report which forms part of this Report.

Having regard to the provisions of the first proviso to Section 136(1)of the Co. Act 2013 and as advised the Annual Report excluding the aforesaid informationis being sent to the members of the Company. The said information is available forinspection on all working days during business hours at the Registered Office of theCompany. Any member interested in obtaining such information may write to the CompanySecretary and the same will be furnished on request.

The information required under Section 197 of the Co. Act 2013 readwith rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 has been given by way of Annexure–V to this Report.

Capital Expenditure

As on March 31 2022 the Gross Fixed Assets including intangibleassets stood at H 47192.91 Lacs and Net Fixed Assets stood at H 26563.55 Lacs. Additionsduring the year amounted to H 4624.87 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-VI 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 on the Ministry ofCorporate Affairs? website.

CorporateGovernanceandManagementDiscussion & 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 2015 a Management Discussion and AnalysisReport is annexed to this report.

Director?s Responsibility 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 confirmed that:

(i) in the preparation of the accounts for the Financial Year ended31st March 2022 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 2022 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 2015.

Statutory Auditors

I) Re-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 28th September2017 until the forthcoming Annual General Meeting of the Company. The Board of Directorshave recommended the re-appointment of M/s Walker Chandiok & Co. LLP for a secondterm of 5(Five) years as Statutory Auditors of the Company from the conclusion of theforthcoming Annual General Meeting of the Company until the conclusion of this 48th AnnualGeneral Meeting of the Company. M/s Walker Chandiok & Co. LLP have also confirmedthat they are not disqualified from continuing as Auditors of the Company if re-appointed.M/s Walker Chandiok & Co. LLP Chartered Accountants holds Peer Review CertificateNo. 014158 dated April 27 2022 issued by the Institute of Chartered Accountants ofIndia which is valid for a period of three years (i.e. upto May 31 2025).

Further consequent to amendment in Section 139 of Companies Act 2013vide Notification No. S.O. 1833(E) dated 7th May 2018 ratification of the appointment ofStatutory Auditor in every Annual General Meeting is no longer required.

II) Report

The Auditors? Report and Notes on Accounts for the financial year2021-2022 are self-explanatory and therefore do not call for any further comments. TheAuditors? Report doesn?t contain any qualification reservation adverse remarkor disclaimer. 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 2021-2022 who hadconducted the Secretarial Audit of the Company for the year 2021-2022.

The Secretarial Auditors? Report doesn?t contain anyqualification reservation or adverse remarks. The said Secretarial Audit Report isannexed as Annexure–VII 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 financialyear 2021-2022.

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

The Board has adopted policies and procedures for ensuring the orderlyand efficient conduct of its business including adherence to the Company?s policiessafeguarding of its assets prevention and detection of fraud error reporting mechanismsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial disclosures.

Our management assessed the effectiveness of the Company?sinternal control over financial reporting (as defined in Clause 17 of SEBI Regulations2015) as of March 31 2022.

Based on the results of such assessments carried out by Management noreportable material weakness or significant deficiencies in the design or operation ofinternal financial controls was observed. Nonetheless your Company recognizes that anyinternal control framework no matter how well designed has inherent limitations andaccordingly regular audits and review processes ensure that such systems are reinforcedon an ongoing basis.

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 for the North based manufacturing plants of the Company andM/s Protiviti India Member Pvt Ltd. for South based Manufacturing Plant The main thrust ofinternal audit is to test and review controls appraisal of risks and business processesbesides benchmarking controls with best 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 2022 our internal financial controls were adequate and operatingeffectively.

Details in respect of Fraud if any Reported by the Auditors

M/s Walker Chandiok & Co. LLP Chartered Accountants theStatutory Auditors of the Company have stated that during the course of their audit therewere no fraud by the Company or on the Company by its officers or employees noticed orreported in the Independent Auditors? Report which forms part of this Report. Hencethere was no requirement to report the same to the Audit Committee or Board of Directorsof the Company.

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.

Name of the companies which have become or ceased to be Company?ssubsidiaries Joint venture or Associate Companies during the year

No Company has become or ceased to be Company?s subsidiary orassociate company during the financial year 2021-2022.

However the Joint Venture Agreement with Fabory Masters in FastenersGroup B.V. is terminated on 08th February 2022 and the said JV Company is now underVoluntary liquidation by the members of the said JV Company.

Proceedings pending if any under the Insolvency and Bankruptcy code2016

The Company has neither filed an application during the year underreview nor are any proceedings pending under the Insolvency and Bankruptcy Code 2016 asat March 31 2022.

The details of difference between amount of the time of one timeSettlement and the Valuation done while taking loan from the Bank or Financialinstitutions along with the reasons thereof

No such event has occurred during the year under review.

Quality Management System

Our manufacturing units are certified to the following standards:

• STL DLF Prithla & Bangalore Plant are Certified to IATF16949 : 2016.

• STL DLF Prithla & Bangalore Plant are Certified to ISO45001 : 2018.

• STL DLF Prithla & Bangalore Plant are Certified to ISO14001 : 2015.

• WDU plant is certified to ISO 9001:2015.

• 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 2022 is part ofthis Annual Report.

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 Company has constituted Risk management committee and formulated anRisk Management policy to identify assess and mitigation of various risks to ourbusiness which is covered in detail in the Management Discussion and Analysis Report.

The Risk management committee at STL is constituted under thechairmanship of Mr. Rakesh Batra Independent Director. The objective of the Committee isto define the framework for the identification assessment monitoring and mitigation ofrisks oversee the risk management performance of the Management and to review the Riskmanagement policy framework in line with the regulatory requirements. The major risksidentified by the businesses and functions are systematically addressed through mitigatingactions on a continuing basis.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Co. Act 2013 readwith Rule 7 of the Companies (Meetings of Board and its Powers) Rules 2014 and Regulation22 of the SEBI Listing Regulations the Company has adopted a policy on Vigil Mechanismfor directors and employees to report their genuine concerns or grievance to the VigilanceOfficer. The policy is available on the Company? website https://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 November 2016.During the year under review the revenue of the Subsidiary Company is H 12.43 Lacs. Andthe Profit of the Subsidiary for the year is H 7.59 Lacs.

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

The Subsidiary Company became a subsidiary on 12th March 2020. Duringthe year under review the revenue of the Subsidiary Company is H 3841.61 Lacs. and theloss of the Subsidiary for the year is H 363.34 Lacs.

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

The Joint Venture Company was incorporated on 9th March 2010 as a JV.During the year under review the revenue of the JV Company is H 174.44 lacs and the lossof the Company is H 123.32 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

Our employees are our most important assets. We are committed to hiringand retaining the best talent. For this we focus on promoting a collaborativetransparent and participative organization culture and rewarding merit and sustained highperformance. Our human resource management focuses on allowing our employees to developtheir skills grow in their career and navigate their next.

STL goal has always been to create an open and safe workplace for everyemployee to feel empowered irrespective of gender sexual preferences and other factorsand contribute to the best of their abilities.

Industrial relations remained cordial throughout the year under review.

The Company had a total of 554 permanent employees as on 31st March2022.

Weblink to Important documents/information

The Company has hosted certain policies/documents/ informationincluding inter alia Policy for determining ‘Policy on Related Party TransactionsFamiliarisation programmes for Independent Directors etc. as per the requirement of law orotherwise on following the link: https://stlfasteners.com/ investors/

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 Board of Directors
Anil Aggarwal
Date:- 9th August 2022 Chairman & Managing Director
Place:- Faridabad DIN-00027214

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