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Sterlite Technologies Ltd.

BSE: 532374 Sector: Engineering
NSE: STLTECH ISIN Code: INE089C01029
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OPEN 181.50
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VOLUME 8651
52-Week high 242.90
52-Week low 128.60
P/E 62.10
Mkt Cap.(Rs cr) 7,299
Buy Price 183.00
Buy Qty 25.00
Sell Price 183.20
Sell Qty 1.00
OPEN 181.50
CLOSE 181.55
VOLUME 8651
52-Week high 242.90
52-Week low 128.60
P/E 62.10
Mkt Cap.(Rs cr) 7,299
Buy Price 183.00
Buy Qty 25.00
Sell Price 183.20
Sell Qty 1.00

Sterlite Technologies Ltd. (STLTECH) - Director Report

Company director report

To the Members

The Directors are pleased to present the Annual Report for theFinancial Year 2021-22 together with the audited financial statements of the Company forthe financial year ended March 31 2022.

Financial summary/highlights

The financial results of the Company are elaborated in the report onManagement Discussion and Analysis. Given below are the financial highlights.

(Rs. in crores)

Particulars

Standalone

Consolidated

2021-22 2020-21 2021-22 2020-21
Revenue from operations 5021.06 4142.01 5754.26 4825.18
Earnings before exceptional items interest tax depreciation and amortisation (EBITDA) 486.79 770.50 594.14 853.62
Less: finance cost 219.11 189.71 241.35 203.00
Less: depreciation and amortisation expense 209.37 215.10 325.51 285.26
Net profit/(loss) before exceptional item and taxation 58.31 365.69 27.28 365.36
Exceptional item 52.75 - 16.23 -
Net profit/(loss) before taxation 111.06 365.69 43.51 365.36
Total tax expenses 29.26 104.28 14.74 111.27
Net profit/(loss) for the year after tax 81.80 261.41 28.77 254.09
Share of profit/(loss) of joint venture NA NA 4.65 14.86
Net profit for the year after tax & share in profit/(loss) of joint venture 81.80 261.41 33.42 268.95
Profit/(loss) from discontinued operations NA NA 13.92 (3.59)
Profit for the year 81.80 261.41 47.34 265.36
Share of profit/(loss) of minority interest NA NA (14.61) (10.11)
Net profit attributable to owners of the company 81.80 261.41 61.95 275.47
Balance carried forward from previous year 1581.06 1477.63 1694.83 1577.34
Amount available for appropriation 1662.86 1739.04 1756.78 1852.81
APPROPRIATIONS
Equity dividend and tax thereon (79.36) (160.44) (79.36) (160.44)
Others 3.32 2.46 3.32 2.46
Balance carried forward to the next year 1586.82 1581.06 1680.74 1694.83

Performance

Standalone

FY22 closed with Revenues of ' 5021.06 crores EBITDA of ' 486.79crores PAT of ' 81.80 crores and EBITDA margins of 10%.

Consolidated

FY22 closed with Revenues of ' 5754.26 crores EBITDA of ' 594.14crores Net Profit attributable to owners of the Company was at ' 61.95 crores and EBITDAmargins of 10%.

Operations

Highlights of the Company's operations and state of affairs for theFinancial Year 2021-22 are included in the Management Discussion and Analysis Reportwhich forms part of this Annual Report.

COVID-19

As the world continues to grapple with the COVID-19 pandemic and remoteworking becomes the new norm the shift to digital is now permanent. Globally internettraffic has increased significantly and the demand for data connectivity continues togrow exponentially. Digital service providers and cloud companies globally haveaccelerated their plans to bring these digital networks to the market while they continueto invest in modernising the current networks.

STL with 25 years in optical connectivity large-scale digital networkintegration and virtualised wireless capabilities is uniquely placed to establish itsposition as a leading integrator of digital networks.

The wellbeing of employees continues to be of utmost priority for theCompany. Several initiatives to support employees and their families during the pandemichave been taken viz. telemedicine consultation healthcare service at home COVID-19testing vaccination support emotional/mental support. The Company is also assisting itsemployees with hospital availability isolation oxygen concentrator/cylinder injectionsplasma ambulance etc.

Though the safety and wellbeing of our employees was at the top of ourmind we equally contributed to society and humanity as a whole.

STL contributed $75000 to the Italy local government fund via Italyplant; sent masks to Italy. STL provided PPE support to China; got sanitizersdisinfectants wards & ventilator assemblies ready in just 5 days. STL's plants werenot only converted into large quarantine facilities but were producing PPE gear.

Dividend and dividend distribution policy

The Board of Directors (‘the Board') is pleased to recommend afinal dividend of ' 0.50/- per Equity Share (i.e. 25%) of ' 2/- each for the FY22. For theFY21 the dividend paid was ' 2 per share (i.e. 100%) of ' 2 each.

The distribution of dividend will result in payout of around ' 19.88crores (excluding tax) on dividend. The dividend payout is subject to approval ofshareholders at the ensuing Annual General Meeting (‘AGM'). The Company proposes notto carry any amount to reserves for the FY22.

In terms of the provisions of the Income Tax Act 1961 the dividendif declared will be taxable in the hands of the shareholders subject to tax deduction atsource at the applicable rates. For further details on taxability please refer toannexure to the Notice of AGM.

The Dividend Distribution Policy of the Company in terms of Regulation43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015(‘Listing Regulations') is available on the website of the Company athttps://www.stl.tech/Code-of-Conduct-and-Policies. html. The dividend recommended is inaccordance with the principles and criteria as set out in the Dividend DistributionPolicy.

Share capital

The paid-up equity share capital as on March 31 2022 was ' 79.56crores. There was no public issue rights issue bonus issue or preferential issue etc.during the year. The Company has not issued shares with differential voting rights orsweat equity shares.

Acquisition of Clearcomm Group UK

During the year under review the Company entered into definitivedocuments to acquire 100% stake in Clearcomm Group Limited based in the United Kingdomand a network integration company. As part of the transaction Company acquired 80% of theshareholding of the Clearcomm in the first tranche in July 2022 through its wholly ownedsubsidiary STL UK Holdco Limited UK and the balance 20% shareholding will be acquired inthe second tranche in 2023.

Change of registered office

The shifting of registered office of the Company from E1 MIDCIndustrial Area Waluj Aurangabad - 431 136 under the jurisdiction of Registrar ofCompanies Mumbai (ROC Mumbai) to 4th Floor Godrej Millennium Koregaon Road9 STS 12/1 Pune - 411 001 under the jurisdiction of Registrar of Companies Pune (ROCPune) was approved by the shareholders at the Annual General Meeting held on August 312020.

During the year ROC Pune on July 6 2021 issued certificate ofRegistration confirming inter alia transfer of the Registered Office as aforesaid.

Divestment

The Company sold its 22.46% stake in Metis Eduventures Private LimitedAssociate of the Company in November 2021 for a value of around ' 45 crores. The Companyalso divested 64.98% stake in Maharashtra Transmission Communication InfrastructureLimited subsidiary of the Company in March 2022 for a value of ' 43 crores.

Corporate governance

A Report on Corporate Governance in terms of Regulation 34 of theListing Regulations along with a Certificate from Practising Company Secretarycertifying compliance of conditions of Corporate Governance enumerated in the ListingRegulations is presented in a separate section forming part of this Annual Report.

Management discussion and analysis report

Management Discussion and Analysis Report for the year under reviewgiving detailed analysis of Company's operations as stipulated under Regulation 34 of theListing Regulations is presented in a separate section forming part of this AnnualReport.

Business Responsibility Report (BRR)

In compliance with the Listing Regulations the Company has included aseparate section on Business Responsibility as a part of this Annual Report.

Material changes and commitments if any affecting the financialposition of the Company

There were no adverse material changes or commitments occurred betweenthe end of financial year and date of this report which may affect the financial positionof the Company or may require any disclosure.

Board meetings

A calendar of Meetings is prepared and circulated in advance to theDirectors. During FY22 six meetings of the Board of Directors were held on April 292021; July 22 2021; October 7 2021; October 21 2021; January 19 2022 and February 252022. The maximum time-gap between any two consecutive meetings did not exceed one hundredand twenty days. Owing to the COVID-19 pandemic most of the Board meetings were heldthrough video conferencing facilities.

Composition of audit committee

The Audit Committee of the Board comprises of Mr. S Madhavan as aChairperson and Ms. Kumud Srinivasan

Mr. Sandip Das and Mr. Pravin Agarwal as a members. All recommendationsgiven by Audit Committee during FY22 were accepted by the Board.

Further details on the Audit Committee and other Committees of theBoard are given in the Corporate Governance Report which forms a part of this AnnualReport.

Directors and key manangerial personnel

Pursuant to the recommendation of the Nomination & RemunerationCommittee (NRC) the Board in its Meeting held on January 20 2021 appointed Mr. SMadhavan and Mr. BJ Arun as an Additional Directors (Non-Executive Independent) effectiveJanuary 20 2021 and the same was also approved by the members at their Annual GeneralMeeting held on August 26 2021.

Upon recommendation of the NRC Mr. Ankit Agarwal was appointed as anAdditional Director (Executive) of the Company effective January 20 2021 and same wasapproved by the members at their Annual General Meeting held on August 26 2021. Furtherpursuant to the recommendation of the NRC the Board in its Meeting held on October 072021 appointed Mr. Ankit Agarwal as a Managing Director for a period of five yearseffective October 08 2021 upto October 07 2026 subject to the approval of members at theensuing AGM. Necessary Resolution for appointment of Mr. Ankit Agarwal as a ManagingDirector has been included in the Notice convening the AGM.

Dr. Anand Agarwal stepped down as a CEO and Whole-time Director of theCompany effective December 02 2021 and same was approved at the Board meeting held onOctober 07 2021. Directors placed on record their appreciation for the valuablecontribution made by Dr. Anand Agarwal during his tenure.

Mr. Sandip Das was appointed as an Independent Director by the Membersat their Annual General Meeting held on June 26 2018 for a period of five years effectiveOctober 16 2017 upto October 15 2022. On the recommendation of the NRC the Board in itsmeeting held on April 28 2022 approved the re-appointment of Mr. Sandip Das as anIndependent Directors of the Company for a second term of two years with effect fromOctober 16 2022 to October 15 2024 based on the skills experience knowledge and reportof his performance evaluation and his independence from management. The re-appointment issubject to the approval of the shareholders at the ensuing AGM by way of a SpecialResolution.

Pursuant to Section 149 read with Section 152 of the Companies Act2013 (‘the Act') Mr. Pravin Agarwal Wholetime Director will retire by rotation atthe ensuing AGM and being eligible offers himself for re-appointment. The Boardrecommends his appointment.

Details of the aforesaid proposals for appointment are provided in theAnnexure to the Notice of the AGM.

The Company has received necessary declarations from all theIndependent Directors confirming that they meet the criteria of independence as prescribedunder Section 149(7) of the Act and Regulation 16 and 25 of the Listing Regulations. TheIndependent Directors of the Company have also registered themselves in the databank withthe Indian Institute of Corporate Affairs and confirmed compliance of relevant provisionsof Rule 6 of the Companies (Appointments and Qualifications of Directors) Rules 2014. TheBoard is of the opinion that the Independent Directors of the Company possess requisitequalifications experience and expertise and they hold highest standards of integrity.

In terms of provisions of Section 203 of the Act and the Rules madethereunder following are the Key Managerial Personnel (KMP) of the Company:

1. Mr Ankit Agarwal - Managing Director

2. Mr Mihir Modi - Chief Financial Officer

3. Mr Amit Deshpande - Company Secretary

Dr Anand Agarwal resigned as Chief Executive Officer (CEO) and KeyManagerial Personnel of the Company effective December 02 2021. Mr Ankit Agarwal wasappointed as Managing Director and Key Managerial Personnel of the Company effectiveOctober 8 2021 subject to the approval of Shareholders at the ensuing AGM.

Performance evaluation of the board its committees and individualdirectors

The Board of Directors of the Company is committed to assessing its ownperformance as a Board in order to identify its strengths and areas in which it mayimprove its functioning. To that end the NRC has established processes for performanceevaluation of Independent Directors the Board and Committees of the Board. Pursuant tothe provisions of the Act and the Listing Regulations the Board has carried out an annualevaluation of its own performance performance of its Committees as well as the Directorsindividually. Details of the evaluation mechanism are provided in the Corporate GovernanceReport.

The Board has on the recommendation of the NRC framed a policy forselection and appointment of Directors Senior Management and their remuneration(‘NRC Policy'). The NRC Policy of the Company includes criteria for determiningqualifications positive attributes and independence of a director and policy relating tothe remuneration of Directors Key Managerial Personnel and other employees and is framedwith the object of attracting retaining and motivating talent which is required to runthe Company successfully.

The Policy can also be accessed on Company's website at the link:https://www.stl.tech/Code-of-Conduct-and-Policies. html

Directors? responsibility statement

Pursuant to provisions of Section 134(3)(c) and Section 134(5) of theAct Directors to the best of their knowledge and belief state that:

a) in the preparation of the annual accounts for the year ended March31 2022 the applicable accounting standards read with requirements set out underSchedule III to the Act have been followed and there are no material departures from thesame;

b) the Directors have selected such accounting policies and appliedthem consistently and made judgements and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 31 2022and of the profit of the Company for the year April 1 2021 to March 31 2022;

c) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of the Actfor safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;

d) the Directors have prepared the annual accounts on a ‘goingconcern' basis;

e) the Directors have laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and areoperating effectively; and

f) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems are adequate and operatingeffectively.

Compliance with Secretarial standards

Directors confirm that the Secretarial Standard - 1 on Meetings ofBoard of Directors and Secretarial Standard - 2 on General Meetings issued by TheInstitute of Company Secretaries of India have been duly complied with.

Contracts or arrangements with related parties

All contracts and arrangements with related parties entered by theCompany during FY22 were in the ordinary course of business and on an arm's length basisexcept for those which were specifically approved by the Board (for transactions not inordinary course).

The particulars of contracts or arrangements with related partiesreferred to in Section 188(1) of the Act in the prescribed Form AOC - 2 of Companies(Accounts) Rules 2014 are as below.

FORM NO. AOC -2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Actand Rule 8(2) of the Companies (Accounts) Rules 2014.

Form for Disclosure of particulars of contracts/arrangements enteredinto by the Company with related parties referred to in sub section (1) of section 188 ofthe Companies Act 2013 including certain arms length transaction under third provisothereto.

1. Details of contracts or arrangements or transactions at arm's lengthbasis.

Sl. No. Particulars Details
a) Name (s) of the related party & nature of relationship Sterlite Power Transmission Limited (Subsidiary of Ultimate Holding) Sterlite Technologies Inc USA (Wholly Owned Subsidiary (STI) Sterlite Tech Cables Solutions Limited (STCSL) ) (Wholly Owned Subsidiary)
b) Nature of contracts/ arrangements/ transaction Sale of Shares (One Time) Sale of Fixed Assets Sale of Machinery / Fixed Assets
c) Duration of the contracts/ arrangements/ transaction On or before March 31 2022 On or before March 31 2022 On or before March 31 2022
d) Salient terms of the contracts or arrangements or transaction including the value if any Sale of 64.98% stake of Sterlite Technologies Limited held in Maharashtra Transmission Communication Infrastructure Limited to Sterlite Power Transmission Limited. Total Consideration ' 43 crores agreed to be received in multiple tranches. The sale is done in accordance with the valuation report obtained from an independent valuer. Sale of fixed assets/ machinery of value of ' 17.2 crores for capex facilities of STI. The sale is done on arm's length basis. Sale of fixed assets/ machinery of value of ' 15.1 crores for capex facilities of STCSL. The sale is done on arm's length basis.
e) Justification for entering into such contracts or arrangements or transactions Strategic decision Transfer of assets as per s plan pproved business capex
f) Date of approval by the Board February 25 2022 April 29 2021 April 29 2021
g) Amount paid as advances if any Nil Nil Nil
h) Date on which the special resolution was passed in General meeting as required under first proviso to section 188 Not Applicable Not Applicable Not Applicable

2. Details of material contracts or arrangements or transactions atArm's length basis. - Nil

Sl. No. Particulars Details
a) Name (s) of the related party & nature of relationship
b) Nature of contracts/arrangements/transaction
c) Duration of the contracts/arrangements/transaction
d) Salient terms of the contracts or arrangements or transaction including the value if any
e) Date(s) of approval by the Board if any
f) Amount paid as advances if any

Details regarding the policy approval and review of Related PartyTransactions are provided in the Corporate Governance Report.

Subsidiaries and Joint Ventures

In accordance with Section 129(3) of the Act a statement containingsalient features of the financial statements of the subsidiary companies in Form AOC-1 isprovided as part of the consolidated financial statement. Hence a separate report on theperformance and financial position of each of the subsidiaries and joint venture companiesis not repeated here for the sake of brevity. This also includes highlights of performanceof Sterlite Global Ventures (Mauritius) Limited Jiangsu Sterlite Tongguang Fibre Co.Ltd. Metallurgica Bresciana S.p.A. and Sterlite Technologies Inc. USA materialsubsidiaries of the Company.

During the year under review the following have become subsidiaries(direct/indirect) of the Company:

STL Optical Tech Limited (India)

Sterlite Digital Inc (USA)

Sterlite Tech GmbH (Germany)

STL Tech Solutions Limited (UK)

STL Network Services Inc. (USA)

STL Solutions Germany GmbH (Germany)

During FY22 Metis Eduventures Private Limited and MaharashtraTransmission Communication Infrastructure Limited has ceased to be an associate andsubsidiary of the Company respectively.

The Company has complied with Foreign Exchange Management (Non-debtInstruments) Rules 2019 as amended for the downstream investments made during the year.

Policy on material subsidiaries as approved by the Board of Directorscan be accessed on the Company's website athttps://www.stl.tech/Code-of-Conduct-and-Policies.html

The Audited Financial Statements of the Subsidiary Companies have notbeen included in the Annual Report. The financial statements of the Subsidiary Companiesand the related information will be made available upon request to the members seekingsuch information at any point of time. These financial statements will also be availableon the Website of the Company at https://www.stl.tech/downloads. html

Financial statements

The Ministry of Corporate Affairs and SEBI has provided severalrelaxations in view of difficulties faced by the Companies on account of threat posed byCovid-19. Pursuant to the General Circular dated May 5 2022 read with General CircularsNo.20/2020 dated May 5 2020;

No. 02/2021 dated January 13 2021; No. 19/2021 dated December 082021; No. 21/2021 dated December 14 2021 issued by the Ministry of Corporate Affairs andCircular No.

SEBI/HO/CFD/CMD2/CIR/P/2022/62 dated May 13 2022 and Circular No.SEBI/HO/CFD/CMD1/CIR/P/2020/79 dated May 12 2020 issued by SEBI the Company shall not bedispatching physical copies of the Annual Report and shall be sent only by email to themembers. However copies of the Annual Report will be provided to the members uponrequest.

The consolidated financial statements of the Company prepared inaccordance with Indian Accounting Standards (Ind AS) notified under the Companies (IndianAccounting Standards) Rules 2015 duly audited by Statutory Auditors also forms part ofthis Annual Report.

Statutory auditors

Pursuant to provisions of Section 139 of the Act read with theCompanies (Audit and Auditors) Rules 2014 M/s. Price Waterhouse Chartered AccountantsLLP (Firm Registration No. 012754N/N500016) (‘PWC') was appointed as the StatutoryAuditors for a period of five years from the conclusion of the Annual General Meeting ofthe Company held on July 4 2017 till the conclusion of ensuing AGM.

Accordingly the first term of five years of PWC will expire at theconclusion of ensuing AGM. The Board on the recommendation of Audit Committee hasapproved appointment of PWC for the second term of five consecutive years from theconclusion of 23rd Annual General Meeting till the conclusion of 28thAnnual General Meeting of the financial year 2027 subject to approval of members at theensuing AGM and on such terms and conditions as may be mutually agreed.

Statutory auditor?s report

There are no qualifications reservations or adverse remarks by theStatutory Auditors in their report for the financial year ended March 31 2022.

Secretarial auditor

Pursuant to Section 204 of the Act Mr. Jayavant B Bhave PractisingCompany Secretary was appointed to conduct the Secretarial Audit of the Company for thefinancial year ended March 31 2022. The Report of the Secretarial Auditor is annexed asAnnexure I to this Report. The Secretarial Audit Report does not contain anyqualification reservation or adverse remark.

Cost auditor

The Company is required to make and maintain cost records for CopperCables as specified by the Central Government under sub-section (1) of section 148 of theAct. Accordingly the Company has been making and maintaining the records as required.

Pursuant to Section 148 of the Act read with The Companies (CostRecords and Audit) Rules 2014 the cost audit records maintained by the Company arerequired to be audited. Mr Kiran Naik Cost Accountant was appointed as the Cost Auditorto audit the cost accounts of the Company for said products for FY22 at a remuneration of' 90000 plus at actuals out of pocket expenses. Mr. Kiran Naik has confirmed that hisappointment is within the prescribed limits. As required by the provisions of the Act aresolution seeking Members' approval for the remuneration payable to Mr Kiran Naik CostAuditor for FY23 is included in the Notice convening the ensuing AGM.

Cost Audit Report for FY21 was filed with the Registrar of Companieswithin the prescribed timelines.

Internal financial controls

The Company has in place adequate internal financial controlscommensurate with the size scale and complexity of its operations. During the year suchcontrols were tested and the Company has in all material respects maintained adequateinternal financial controls over financial reporting as of March 31 2022 and areoperating effectively.

The Board of Directors has devised systems policies and procedures /frameworks which are currently operational within the Company for ensuring the orderlyand efficient conduct of its business which includes adherence to Company's policiessafeguarding assets of the Company prevention and detection of frauds and errorsaccuracy and completeness of the accounting records and timely preparation of reliablefinancial information. In line with best practices the Audit Committee and the Boardreviews these internal controls to ensure they remain effective and are designed toachieve their intended purpose. Where weaknesses if any are identified as a result ofthe reviews corrective and preventive actions are then put in place to strengthencontrols.

The systems/frameworks include proper delegation of authorityoperating philosophies policies and procedures effective IT systems aligned to businessrequirements an internal audit framework an ethics framework a risk managementframework and adequate segregation of duties to ensure an acceptable level of risk.

The Company has documented Standard Operating Procedures (SOP) for keyfunctions such as for procurement project / expansion management capital expenditurehuman resources sales and marketing finance treasury compliance management safetyhealth and environment (SHE) and manufacturing. The Company's internal audit activity ismanaged through the Management Assurance Services (‘MAS') function. It is animportant element of the overall process by which the Audit Committee and the Boardobtains assurance on the effectiveness of internal controls over financials reportings.

The scope of work including annual internal audit plan authority andresources of MAS are regularly reviewed and approved by the Audit Committee. Annualinternal audit plan is aligned with Enterprise Risk Management to ensure that all criticalrisks are covered in the audit plan. Besides its work is supported by the services ofleading international audit firms. The annual internal audit includes: monthly physicalverification of inventory and review of accounts/

MIS and a quarterly review of critical business processes.

To enhance internal controls the internal audit follows a stringentgrading mechanism monitoring and reporting of the implementation of internal auditors'recommendations of internal audit. The internal auditors make periodic presentations onaudit observations including the status of follow-up to the Audit Committee.

Details regarding frauds reported by auditors under section 143(12)

During the year under review neither the Statutory Auditors nor theSecretarial Auditor has reported to the Audit Committee under Section 143(12) of the Actany instances of fraud committed against the Company by its officers or employees thedetails of which would need to be mentioned in the Board's report.

Legal compliances management

The Company mitigates its legal and regulatory compliance risks withthe help of an online compliance management tool. It is a well-defined system for storingmonitoring and ensuring compliances under various legislations. Non-compliances if anyare reported and corrective actions are taken within a reasonable time. Any regulatoryamendment is updated periodically in the system. Based on reports from the system andcertificates from functional heads the Managing Director presents the quarterlycompliance certificate to the Board at the Board meetings.

Business risk management

The Company has formally implemented Enterprise Risk Managementframework and have policy to identify and assess the risk events monitor and report onaction taken to mitigate identified risks. A detailed exercise is carried out periodicallyto identify evaluate manage and monitor both business and non-business risk. The AuditCommittee and the Board of Directors periodically review the risk and suggest steps to betaken to control and mitigate the same through a properly defined framework. Details ofRisk Management are presented in a separate section forming part of this Annual Report.

During the year under review a revised risk managementpolicy/framework was adopted by the Board. This framework inter alia includesidentification of internal and external risks faced by the Company including financialoperational sectoral sustainability information cyber security strategic or any otherrisk as may be determined by the Risk Management Committee and the measures for riskmitigation reporting of critical risks within the Company and Business Continuity Plan.

The Risk Management Committee of the Board comprises of Ms KumudSrinivasan as the Chairperson and Mr Sandip Das Mr Ankit Agarwal and Mr Mihir Modi asMembers.

Whistle blower mechanism

The Company has established a vigil mechanism and formulated theWhistle Blower Policy (WB Policy) to deal with instances of fraud and mismanagement ifany. The details of the WB Policy are explained in the Corporate Governance Report andalso posted on the website of the Company.

Disclosure regarding prevention of sexual harassment

The Company is committed to maintaining a productive environment forall its employees at various levels in the organisation free of sexual harassment anddiscrimination on the basis of gender. The Company has framed a policy on Prevention ofSexual Harassment in line with the requirements of the Sexual Harassment of Women atWorkplace (Prevention Prohibition & Redressal) Act 2013 ('POSH Act'). The Companyhas also set up Prevention of Sexual Harassment Committee which is in compliance with therequirement of the POSH Act to redress the Complaints received regarding sexualharassment which has formalised a free and fair enquiry process with clear timeline.During the financial year Company did not receive any complaint under the POSH Act.

Employees stock option scheme

The Company's Employee Stock Option Schemes are in line with Company'sphilosophy of sharing benefits of growth with the growth drivers and are in compliancewith the applicable SEBI Regulations. The Company allotted 1128407 shares during theyear to various employees who exercised their options. The Certificate from the StatutoryAuditors confirming that the Scheme has been implemented in accordance with the SEBIRegulations and the resolution passed by the shareholders would be placed at the ensuingAGM for inspection by members.

Disclosures with respect to Stock Options as required under Regulation14 of the Listing Regulations are provided in the Annexure II to this Report notes tothe financial statements and can also be accessed on the Company's website athttps://www.stl.tech/downloads.html

Particulars of employees and related disclosures

Disclosures pertaining 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 as Annexure III to thisReport.

A statement containing particulars of employees as required underSection 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is provided as a separate annexureforming part of this Report. However the Annual Report is being sent to the membersexcluding the aforesaid annexure. The said information is available for electronicinspection during working hours and any member interested in obtaining such informationmay write to the Company Secretary or Registrar and Transfer Agent and the same will befurnished on request.

Annual return

In terms of Section 92(3) of the Act the annual return of the Companyfor the financial year ended March 31 2022 shall be available on the Company's websitehttps://www.stl.tech/ investors.html

Non-convertible debentures

As on March 31 2022 the Company has outstanding Secured RatedRedeemable Non-Convertible Debentures (NCDs) of ' 440 crores. The Company has maintainedasset cover sufficient to discharge the principal amount along with outstanding interestat all times for its NCDs. NCDs are listed on the debt segment of BSE Limited as per theSEBI Guidelines and Listing Regulations.

The details of debenture trustee are as below-

Axis Trustee Services Limited

The Ruby 2nd Floor SW

29 Senapati Bapat Marg Dadar West

Mumbai- 400 028

Contact No.: +91- 022-6230 0438

Credit rating

The Company's financial discipline is reflected in the strong creditrating ascribed by ICRA/CRISIL:

Debt instrument

ICRA

CRISIL

Rating Outlook Rating Outlook
Non-Convertible Debentures NA NA AA Negative
Commercial Papers A1 + NA A1 + NA
Line of credit AA Stable AA Negative

Particulars of loans guarantees or investments

Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Act are given in the notes to the Financial Statements.

Particulars of conservation of energy technology absorption andforeign exchange earnings and outgo

The particulars of conservation of energy technology absorption andforeign exchange earnings and outgo as prescribed under Section 134(3)(m) of the Act readwith Rule 8 of The Companies (Accounts) Rules 2014 are provided in the Annexure IV tothis Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the provisions of Section 124 of the Act relevant amountswhich remained unpaid or unclaimed for a period of seven years have been transferred bythe Company to the Investor Education and Protection Fund established by CentralGovernment. Details of unpaid and unclaimed amounts lying with the Company as on March 312022 have been uploaded on the Company's website at https://www.stl.tech/latestdisclosure.html

Transfer of ‘underlying shares? to IEPF

In terms of Section 124(6) of the Act read with IEPF Authority(Accounting Audit Transfer and Refund) Rules 2016 the Company has transferred theequity shares in respect of which dividends have remained unclaimed for a period of sevenconsecutive years to the IEPF Account established by the Central Government. Details ofshares transferred have been uploaded on the website of the Company.

Corporate social responsibility

The Board has constituted Sustainability and Corporate SocialResponsibility Committee (‘CSR Committee') which comprises of Mr B J Arun as aChairman and Mr Sandip Das Mr Pravin Agarwal and Mr Ankit Agarwal as the members. TheBoard has also approved a CSR policy on recommendations of CSR Committee which isavailable on the website of the Company at https://www.stl.tech/Code-of-Conduct-and-Policies.html

As part of its initiatives under Corporate Social Responsibility theCompany has undertaken projects in the areas of Education Health Women Empowerment andCommunity Development during FY22.

During the year the Company has spent ' 11.57 crores on CSRactivities. The Annual Report on CSR activities in accordance with Section 135 of theAct read with Companies (Corporate Social Responsibility Policy) Rules 2014 is annexedas Annexure V to this Report.

General

Directors state that no disclosure or reporting is required in respectof the following items as there were no transactions on these items during the year underreview:

a) The Company has not accepted any deposits from the public orotherwise in terms of Section 73 of the Act read with Companies (Acceptance of Deposit)Rules 2014 and as such no amount on account of principal or interest on deposits frompublic was outstanding as on the date of the Balance Sheet.

b) The Company has not issued any equity shares with differentialrights as to dividend voting or otherwise.

c) The Whole-time Directors of the Company do not receive anyremuneration or commission from any of its subsidiaries.

d) No significant or material orders were passed by the RegulatorsCourts or Tribunals which impact the going concern status and Company's operations infuture.

e) The Auditors have not reported any matter under Section 143 (12) ofthe Act therefore no details are required to be disclosed under Section 134 (3)(ca) ofthe Act.

Acknowledgement

Directors would like to express their appreciation for the assistanceand co-operation received from the financial institutions banks Government authoritiescustomers vendors and members during the year under review. Directors take on recordtheir deep sense of appreciation to the contributions made by the employees through theirhard work dedication competence support and co-operation towards the progress of ourCompany.

For and on behalf of the Board of Directors
Pravin Agarwal Ankit Agarwal
Place: Mumbai Vice Chairman & Managing Director
Date: April 28 2022 Whole-time Director

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