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Sterling Tools Ltd.

BSE: 530759 Sector: Engineering
NSE: STERTOOLS ISIN Code: INE334A01023
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NSE 00:00 | 07 Aug 179.20 1.60
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OPEN 178.75
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VOLUME 1695
52-Week high 256.05
52-Week low 105.30
P/E 20.20
Mkt Cap.(Rs cr) 641
Buy Price 176.90
Buy Qty 24.00
Sell Price 186.00
Sell Qty 30.00
OPEN 178.75
CLOSE 178.00
VOLUME 1695
52-Week high 256.05
52-Week low 105.30
P/E 20.20
Mkt Cap.(Rs cr) 641
Buy Price 176.90
Buy Qty 24.00
Sell Price 186.00
Sell Qty 30.00

Sterling Tools Ltd. (STERTOOLS) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 40th Annual Report on the businessand operations of your Company and Audited Financial Statements (Standalone andConsolidated) for the financial year ended March 31 2019.

Financial Results

The Company's performance for the Financial Year 2018-2019 vis-a-vis 2017-2018 issummarized as under: (Amount in Lacs)

Particulars Standalone Consolidated
2018-2019 2017-2018 2018-2019 2017-2018
Profit Before Tax 6958.86 7492.62 6989.08 7536.17
Less: Current Tax 2356.10 2645.39 2360.98 2649.87
Deferred Tax 116.70 (18.88) 116.36 (18.88)
Profit for the Year 4486.06 4866.11 4511.74 4905.18
Add: Other Comprehensive Income (0.51) (46.12) (0.52) (46.12)
Total Comprehensive Income for the Year 4485.55 4819.99 4511.22 4859.06
Appropriations:
Interim Dividend 720.48 720.48 720.48 720.48
Tax on Interim Dividend 148.10 146.67 148.10 146.67
Transfer to General Reserve 0.00 0.00 0.00 0.00
Balance Carried to Balance Sheet 3616.97 3952.84 3642.64 3991.91

Company's performance and Future outlook

The highlights of the Company's performance (Standalone) during the Financial Year2018-19 are as under:

Profit before tax decreased by 7.12% at Rs. 6958.86 Lacs.

Total Comprehensive Income decreased by 6.94% at Rs. 4485.55 Lacs.

Cash Profit decreased by 2.86% at Rs. 6390.57 Lacs.

The fourth manufacturing facility at Vemagal Industrial Area Kolar district Bengaluruis now operational with an installed capacity of 6000 MT annually.

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

Dividend

Keeping in view the reward paying trends of the Company the Directors had in theirmeeting held on 11th August 2018 recommended 100% interim dividend for thefinancial year 2018-2019 against 100% dividend in the previous financial year. The interimdividend had already been paid and taking note of this payout the Directors have notrecommended any final dividend for the financial year 2018-2019 and the interim dividendalready declared and paid to be considered as final dividend for the financial year2018-2019.

The total outflows on account of said Interim Dividend (including Dividend DistributionTax 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 of the amountavailable for appropriation.

Deposits

The Company has not accepted any deposits during the year which come under the purviewof Section 73 of the Companies Act 2013 and as such no amount on account of principal orinterest was outstanding as on the date of Balance Sheet.

Depository System

As the members are aware the Company' shares are compulsorily tradable in electronicform. As on March 31 2019 99.70% of the Company's total paid-up Capital representing35917614 shares are in dematerialized form. In view of numerous advantages offered by theDepository System members holding shares in physical mode are advised to avail of thefacility of dematerialization from either of the Depositories.

Capital Structure and Listing

As on 31st March 2019 the Company has Authorised Share Capital ofRs.100000000/-and Paid Up Share Capital of Rs. 72048422/-. The equity shares of theCompany are listed with Bombay Stock Exchange Limited and National Stock Exchange of IndiaLimited. There are no arrears on account of payment of listing fees to the said StockExchanges. The Promoters and Persons acting in concert with them hold 65.30% share capitalof the Company as on 31st March 2019.

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 Company named Sterling Fabory India Pvt.Ltd.- a Joint Venture on 50:50 basis with a Netherland based Company named Fabory Mastersin Fasteners Group B.V.. There has been no change in the nature of business carried out bysaid Joint Venture Company during Financial Year 2018-2019. Further the Company hasacquired 100% shareholding of Haryana Ispat Pvt. Ltd. on 25th November 2016.Hence the said Company is a wholly owned Subsidiary of our Company w.e.f. 25thNovember 2016.

Pursuant to the provisions of Section 129(3) of the Companies Act 2013 a statementcontaining the salient features of financial statements of both the Companies JointVenture Company named Sterling Fabory India Pvt. Ltd. and Wholly Owned Subsidiary Companynamed Haryana Ispat Pvt. Ltd. by way of Form AOC–1 is attached to the Accountsas an Annexure-I.

In accordance with the third proviso of Section 136(1) of the Companies Act 2013 theAnnual Report of the Company containing therein its standalone and the consolidatedfinancial statements have been placed on the website of the Companywww.stlfasteners.com/new/news.asp.

Number of meetings of the Board and attendance of the Directors

4 (Four) board 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 Board and attendance of the Directors please refer Page No. 51 of CorporateGovernance 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 per Sub-section(10) of Section 118 of Companies Act 2013. As per the disclosure requirement of para (9)of Secretarial Standard-1 (SS-1) the Company complies with the provisions of applicableSecretarial Standards in respect of the convening of the Board & General Meetings.

Extract of Annual Return

As provided under section 134(3)(a) and Section 92(3) of the Companies Act 2013 theextract of Annual Return in the prescribed form MGT-9 has been given by an Annexure–IIattached to this Report.

Directors and Key Managerial Personnel

Pursuant to the provisions of Section 149 of the Act Mr. C.R. Sharma Dr. T.N. Kapoorand Ms. Malini Sud have been re-appointed as Independent Directors with effect from 01stApril 2019. They have submitted a declaration that each of them meets the criteria ofindependence as provided in Section 149(6) of the Act and there has been no change in thecircumstances which may affect their status as Independent Director during the year.

The Board of Directors vide their meeting held on 07th February 2019recommended the appointment of Sh. Jaideep Wadhwa as Non-Executive Non-IndependentDirector which has been duly approved by the Shareholders vide the Postal Ballot processconcluded on 29th March 2019. The Board of Directors vide their meeting heldon 2nd August 2019 subject to approval of shareholders appointed Shri Rahoul KabirBhandari as Non-Executive Independent Director of the Company for a term of 5 Years w.e.f.2nd August 2019 to 1st August 2024 and recommended to shareholders for regularization ofhis appointment as well.

The Board of Director vide their meeting held on 2nd August 2019 subject to approvalof shareholders appointed Shri Akhill Aggarwal as Non-Executive Director of the Companyand recommended to shareholders for regularization of his appointment as well.

Sh. Manohar Lal Aggarwal the Promoter-Director cum Chairman resigned from the Board on23rd May 2019 due to his falling health. He had served this Company for more than 40years. Keeping in view the efforts made by Sh. Manohar Lal Aggarwal in the Company'sgrowth during his tenure as Chairman cum Whole Time Director of the Company the Board ofDirectors has granted the Honorary position of Chairman-Emeritus to Sh. Manohar LalAggarwal in recognition of his valuable contribution as an Executive Chairman. Thisposition is honorary and without any voting rights. Mr. Anil Aggarwal retires by rotationand being eligible offers himself for re-appointment.

Pursuant to the provisions of Section 203 of the Act the Key Managerial Personnel ofthe Company are Mr. Anil Aggarwal Managing Director Mr. Atul Aggarwal Whole timeDirector of the company Mr. Narayan Vijay Gopal CFO and Ms. Vaishali Singh the CompanySecretary. During the year Mr. Narayan Vijay Gopal has been appointed as Chief FinancialOfficer of the Company and Mr. Atul Aggarwal has resigned from the post of Chief FinancialOfficer.

Policy on Directors' appointment and remuneration and other details

The Company's policy on Directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a Director and othermatters provided in Section 178(3) and Section 134(3) (e) of the Act has been disclosed inan Annexure III attached to this Report.

Policy on Board Diversity

of having a diverse board and sees increasing TheCompanyrecognizesand embraces thebenefits diversity at board level as an essential element in maintaining a competitiveadvantage. a truly diverse board will include and make good use of differences in theskills regional and industry experience background race gender and other distinctionsbetween directors. These differences will be considered in determining the optimumcomposition of the board and when possible should be balanced appropriately. All boardappointments are made on merit in the context of the skills experience independence andknowledge which the board as a whole requires to be effective.

The Nomination and Remuneration Committee reviews and assesses board composition onbehalf of the board and recommends the appointment of new directors. The committee alsooversees the conduct of the annual review of board effectiveness.

The said Committee has adopted a formal policy on Board diversity which sets out aframework to promote diversity on Company's Board of Directors

Particulars of Loans Guarantees or Investments under section 186

The Company has invested Rs. 4.01 crores in Equity Share Capital of AltigreenPropulsion Labs Private Limited Bengaluru based company in EV components. However noother loan or guarantees or any other investments under section 186 has been made duringthe year.

Transactions with Related Parties

All contracts/arrangements/transactions entered by the Company during the financialyear with related parties were in its ordinary course of business and on an arms' lengthbasis.

During the year the Company had not entered into any contract/arrangement/transactionwith related parties which could be considered material in accordance with the policy ofthe Company on materiality of related party transactions.

Information on transactions with Related Parties pursuant to Section 134(3)(h) of theAct read with rule 8(2) of the Companies (Accounts) Rules 2014 are given in Annexure IVin Form AOC 2 and the same forms part of this report.

Audit Committee - Meetings of the Committee & Attendance of Members:

The Committee's composition meets with requirements of Section 177 of the CompaniesAct 2013 and Regulation 18 of the Listing Regulations 2015. Members of the AuditCommittee 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 as members having wideexperience and knowledge of Corporate Affairs Income Tax & Finance.

Shri. C. R. Sharma Chairman (Non Executive Independent Director)
Dr. T. N. Kapoor Member (Non Executive Independent Director)
Ms. Malini Sud Member (Non Executive Independent Director)
Shri Anil Aggarwal Member (Managing Director)

Board.

Four meetings were conducted during the year in respect of which proper notices weregiven and the proceedings were properly recorded. For details of the meetings of the AuditCommittee and attendance of the Members please refer Page No. 56 of CorporateGovernance Report attached to this Annual Report.

Board Evaluation

The Board of Directors has carried out an annual evaluation of its own performanceboard committees and individual directors pursuant to the provisions of the Act and SEBIListing Regulations Based on the guidance note on Board Evaluation issued by theSecurities and Exchange Board of India on January 5 2017 a structured questionnaire wasprepared after 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 independentdirectors the performance of non-independent directors the board as a whole and theChairman of the Company was evaluated taking into account the views of ExecutiveDirectors and Non-executive Directors.

The Board and the Nomination and Remuneration Committee reviewed the performance ofindividual directors on the basis of criteria such as the contribution of the individualdirector to the board and committee meetings like preparedness on the issues to bediscussed meaningful and constructive contribution and inputs in meetings etc.

In the board meeting that followed the meeting of the independent directors and meetingof the Nomination and Remuneration Committee the performance of the board itscommittees and individual directors was also discussed. Performance evaluation ofindependent 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 material changes andcommitments which could affect the Company's financial position have occurred between theend 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 Cold Forged fastenerssince the beginning and there is no change in the business activities during the periodunder review.

Credit Rating

The Company' domestic credit rating has been improved from A+ to AA- by ICRA on 25thJuly 2018 which reflects the Company's financial discipline and prudence.

Corporate Social Responsibility

Composition of the Corporate Social Responsibility Committee has been disclosed in theCorporate Governance Report attached to this report. The brief outline of the CorporateSocial Responsibility (CSR) Policy of the Company and the initiatives undertaken by theCompany on CSR activities during the year are set out in Annexure–V of thisreport in the format prescribed in the Companies (Corporate Social Responsibility Policy)Rules 2014. The policy on CSR is available on the website of the Company(www.stlfasteners.com/new/news.asp).

Particulars of Employees

In terms of the provisions of Section 197(12) of the Act read with Rules 5(2) and 5(3)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended a statement showing the names and other particulars of the employees drawingremuneration in excess of the limits set out in the said rules are provided in the AnnualReport which forms part of this Report. Disclosures relating to remuneration and otherdetails as required under Section 197(12) of the Act 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 thefirst proviso to Section 136(1) of the Act and as advised the Annual Report excluding theaforesaid information is being sent to the members of the Company. The said information isavailable for inspection on all working days during business hours at the RegisteredOffice of the Company. Any member interested in obtaining such information may write tothe Company Secretary and the same will be furnished on request.

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 has beengiven by way of Annexure–VI to this Report.

Capital Expenditure

As on March 31 2019 the Gross Fixed Assets including intangible assets stood at Rs.31894.29 Lacs and Net Fixed Assets stood at Rs. 18171.05 Lacs. Additions during the yearamounted to Rs.5268.35 Lacs.

Conservation of energy technology absorption and foreign exchange earnings and outgo

Information pursuant to the provisions of Section 134(3) (m) of the Companies Act 2013read with Rule 8(3) of the Companies (Accounts) Rules 2014 relating to conservation ofenergy technology absorption & foreign exchange earnings and outgo is given by way ofAnnexure-VII to this Report.

Transfer of amounts to Investor Education and Protection Fund

Pursuant to the provisions of Section 125 of the Companies Act 2013 relevant amountswhich remained unpaid or unclaimed for a period of seven years have been transferred bythe Company from time to time on due dates to the Investor Education and ProtectionFund. Pursuant to the provisions of Investor Education and Protection Fund (AccountingAudit Transfer & Refund) Rules 2016 the Company has uploaded the details of unpaidand unclaimed amounts lying with the Company as on 28th September 2018 (dateof last Annual General Meeting) on the Ministry of Corporate Affairs' website.

Corporate Governance and Management Discussion & Analysis Report

A separate section on corporate governance practices followed by the Company togetherwith a certificate from the auditors confirming its compliance forms a part of thisAnnual Report as per SEBI Regulations. Further as per Regulation 34 read with Schedule Vof the Listing Regulations a Management Discussion and Analysis Report is annexed to thisreport.

Director's Responsibility Statement

Pursuant to the requirement under section 134(3) (c) of the Companies Act 2013 withrespect to the Director's Responsibility Statement it is hereby confirmed that: (i) inthe preparation of the accounts for the Financial Year ended 31st March 2019the applicable accounting standards have been followed and there are no materialdepartures. (ii) the Directors have selected accounting policies in consultation withStatutory Auditors and applied them consistently and made judgements and estimates thatare reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit of the Company for reviewthe financial year under . (iii) the directors have taken proper and sufficient care tothe best of their knowledge and ability for the maintenance of adequate accounting recordsin accordance 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 Year ended 31stMarch 2019 on a ‘going concern' basis.

(v) the directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and are operatingeffectively.

(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.

Industrial Relations

During the year under review harmonious industrial relations were maintained in yourCompany.

Statutory Disclosures

Your Directors have made necessary disclosures as required under various provisions ofthe Companies Act 2013 and under SEBI Listing Regulations.

Statutory Auditors

I) Appointment

M/s Walker Chandiok & Co. LLP were appointed as Statutory Auditors of the Companyfor a term of 5 years at the Annual General Meeting held on 28th September2017. 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 year 2018-2019 areself-explanatory and therefore do not call for any further comments. The Auditors' Reportdoesn't contain any qualification reservation adverse remark or disclaimer. During theyear under review the auditors have not reported to the Board under sub-section (12) ofsection 143 of the Companies Act 2013 any instances of fraud committed against theCompany by its officers or employees the details of which would need to be mentioned inthe Board's report

Secretarial Auditors' Report

M/s Santosh Kumar Pradhan Company Secretaries was appointed as the Secretarial Auditorof the Company for the Financial Year 2018-2019 who has conducted the Secretarial Auditof the Company for the year 2018-2019. The Secretarial Auditors had observed that thecomposition of Board was not in alliance with the provision of Regulation 17(1) of SEBI(Listing Obligations and Disclosure Requirement) Regulations 2015 during the period from07th February 2019 to 22nd May 2019 which was later on regularized on 23rdMay 2019. Besides the said observation the Secretarial Auditors' Report doesn't containany qualification reservation or adverse remarks. The said Secretarial Audit Report isannexed as Annexure–VIII to this Report.

Cost Auditors

Appointment

The Company has appointed M/s Jitender Navneet & Co. the Cost Auditors to conductthe cost audit of the Company' cost records for the financial year 2019-2020.

Report

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

The Cost Auditors' Report is self explanatory and hence don't call for any furtherexplanation or clarification by the Board of Directors. As such theobservations/suggestions by Cost Auditors are concerned the same will be complied with tothe extent possible by the Company.

Internal Financial Control Systems and their adequacy

Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations.

Our management assessed the effectiveness of the Company's internal control overfinancial reporting (as defined in Clause 17 of SEBI Regulations 2015) as of March 312019.

M/s Walker Chandiok & Co. LL.P. the statutory auditors of the Company haveaudited the financial statements included in this annual report and have issued anattestation report on our internal control over financial reporting (as defined in section143 of CompaniesAct 2013). The internal audit is entrusted to M/s S.R. Dinodia & Co.LLP a firm of Chartered Accountants. The main thrust of internal audit is to test andreview controls appraisal of risks and business processes besides benchmarking controlswith best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism. The Audit Committee of the Board of Directors Statutory Auditorsand the 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 definedin section 177 of Companies Act 2013 and Clause 18of SEBI

Regulations 2015) our audit committee has concluded that as of March 31 2019 ourinternal 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 Companycomplies with the relevant laws and regulations as well as take any additional measuresconsidered necessary to prevent pollution maximize recycle reduce waste discharges andemissions. Company Conserve natural resources by their responsible and efficient use inall its operations and plant trees.

Quality Management System

Sterling Tools Limited has four manufacturing Units Wire Processing Unit and theefastener manufacturing plants. All the Units are certified to ISO 9001 standard.

Both the Fastener manufacturing units are certified to the following standards:

IATF 16949

ISO 14001

OSHAS 18001

STL laboratory at DLF plant is certified to ISO 17025 for Chemical Testing MechanicalTesting and Instrument Calibration. STL Tech Centre is also certified for Mechanical andSpecial testing as per ISO 17025

Cash Flow Analysis

In compliance with the provisions of Regulation 34 of the Listing Regulations 2015the Cash Flow Statement for the year ended 31st March 2019 is annexed hereto.

Sexual Harassment

The Company has Constituted an Internal Complaint Committee as required under Section-4of the Sexual Harassment of Women at Workplace (Prevention Prohibition and 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 notice from anyRegulatory 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 and the AuditCommittee. 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 Companyactively manages the interest rate risk by adopting suitable strategies to minimise theimpact of interest rate fluctuations including maintaining an optimal balance ofdifferent loan types and maturities as well as through Multiple Banking System.

Regulatory risks

The Company is exposed to risks attached to various statutes laws and regulationsincluding the Competition Act. The Company is mitigating these risks through regularreview of legal compliances carried out through internal as well as external complianceaudits. The Company has implemented a compliance tool across all its plants includingcorporate for effectively tracking and managing regulatory and internal compliancerequirements.

Human resource risks

Retaining the existing talent pool and attracting new talent are major risks. TheCompany has initiated various measures including training and integration of learning anddevelopment activities. The Company has also implemented a fully automated performancemanagement system. Strategic risks

Emerging businesses capital expenditure for capacity expansion etc are normalstrategic risks faced by the Company. However the Company has well-defined processes andprocedures for obtaining approvals for investments in new businesses and capacityexpansions.

Cyber risk

The failure of Information Technology (IT) systems due to malicious attacks and / ornon-compliance with data privacy laws can potentially lead to financial loss businessdisruption and / or damage to the Company's reputation. The Company uses standardisedbackup tools services and procedures to ensure that information and data are stored attwo or more diverse locations.

Vigil Mechanism/Whistle Blower Policy

Pursuant to the provisions of Section 177(9) of the Act read with Rule 7 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Company has adopted a policy on Vigil Mechanism for directors andemployees to report their genuine concerns or grievance to the Vigilance Officer. Thepolicy is available on the Company' website www.stlfasteners.com.

Consolidated Financial Statements

Your Directors have pleasure in enclosing the Consolidated Financial Statements inaddition to the pursuant to Section 129(3) of the Companies Act 2013 (Act) andstandalonefinancial SEBI Listing Regulations and prepared in accordance with theAccounting Standards prescribed by the Institute of Chartered Accountants of India inthis regard. Highlights of Performance and other details of Subsidiaries and Joint VentureCompanies during the period are given below: I. Haryana Ispat Private Limited -Subsidiary Company:

The Subsidiary Company became a subsidiary on 25th November 2016. Duringthe year under review the revenue of the Subsidiary Company is Rs. 18.16 Lacs. Furtherthe income of the Subsidiary for the year is Rs. 12.10 Lacs.

II. 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 Rs. 1425.28 lacs and theprofit of the Company is Rs. 27.18 lacs

Human Resources

The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations and management development programs to upgrade the skills of its employees. Theproper appraisal systems based on key result areas (KRAs) are in place for its Employees.The Company strongly believes that people are the prime assets of the organization andimplements new initiatives to train and motivate them and fostering a culture of caringand trust through various policies such as Environment Health & Safety (EHS) PolicyWhistle-Blower policy Protection of Women's Rights at Workplace.

The Company does not discriminate against employees based on caste religion regiongender or physical disability and merit of candidates is always accorded top priority forselection and promotion.

Regular training and exposure to the challenges of the future are vital parts of anemployee's career progress. The Company trains employees in new skills in emerging fieldsin addition to continual training on functional and behavioural areas.

Safety of the workforce is given top-most priority in all activities across facilities.Every task job or assignment must be performed in a safe manner only. This is the basisof our work execution. The directors are pleased to record their appreciation for theservices rendered by the employees and staff at all levels. The Company has 654 employeesas on 31st March 2019.

Weblink to Important documents/information

The Company has hosted certain policies/documents/information including inter aliaPolicy for determining ‘Policy on Related Party Transactions Familiarisationprogrammes for Independent Directors etc. as per the requirement of law or otherwise onfollowing the link: www.stlfasteners. com/

Acknowledgements

Your Directors would like to express their appreciation for the assistance andco-operation received from the Banks Government Authorities Customers Vendors andMembers during the year under review. Your Directors also wish to place on record theirdeep 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
Date: 2nd August 2019 Anil Aggarwal Atul Aggarwal
Place: Faridabad Managing Director Whole Time Director
DIN No. 00027214 DIN No. 00125825