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STI India Ltd.

BSE: 513151 Sector: Industrials
NSE: STINDIA ISIN Code: INE090C01019
BSE 00:00 | 29 Jan STI India Ltd
NSE 00:00 | 15 Mar 8.20 0
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OPEN 12.73
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VOLUME 50
52-Week high 16.80
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OPEN 12.73
CLOSE 12.73
VOLUME 50
52-Week high 16.80
52-Week low 9.65
P/E
Mkt Cap.(Rs cr) 37
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

STI India Ltd. (STINDIA) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the 33rd Directors' Report on thebusiness and operations of your Company along with the audited standalone financialstatements for the year ended 31st March 2018.

FINANCIAL PERFORMANCE

The salient features of the Company's financial results during the year are as under:

Particulars For the year ended on 31st March 2018 For the year ended on 31st March 2017
Sales / Revenue from Operations 3732.83 4697.19
Profit/(Loss) before Interest Depreciation & Tax (332.26) (400.33)
Less: Interest 0.39 0.30
Profit/(Loss) before Depreciation & Tax (332.65) (400.63)
Less: Depreciation 400.84 397.38
Profit/(Loss) before Tax (733.49) (798.01)
Less - Provision for Taxes (including Deferred) - -
Profit/(Loss)After Tax (733.49) (798.01)
Paid Up Share Capital 2900.00 2900.00
Adjusted Net Worth of the Company (1533.67) (800.18)
EPS (In Rs.) Basic & Diluted (2.53) (2.75)

OPERATIONAL PERFORMANCE

During the financial year under review the turnover of your company stood at Rs.3732.83 Lacs in financial year 2017-18 as against Rs. 4697.19 Lacs in financial year endedon 31st March 2017 registering a decrease by 20.53%. PBIDT increased to Rs. (332.26) Lacsfrom Rs. (400.33) Lacs in the previous year. Interest cost increased to Rs. 0.39 Lacs fromRs. 0.30 Lacs in the previous year.

As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2018 has been prepared in accordance with the IndianAccounting Standards (IND AS) notified under Section 133 of the Companies Act 2013 readwith the Companies (Accounts) Rules 2014. The estimates and judgments relating to theFinancial Statements are made on a prudent basis so as to reflect in a true and fairmanner the form and substance of transactions and reasonably present the Company's stateof affairs profits and cash flows for the year ended 31st March 2018.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment affecting the financial position of theCompany which has occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of this report other than those disclosed inthe financial statements.

DIVIDEND

Considering the accumulated losses the Board of Directors does not recommend anydividend for the year 31st March 2018.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public during the yearunder review and no amount of principle or interest was outstanding as on the balancesheet date.

SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March 2018 stoodat Rs. 2900.00 Lacs. During the year under review the Company has neither issued shareswith differential voting rights nor granted any stock options / sweat equity. None of theDirectors of the Company hold shares or any other securities of the Company as on the dateof this report.

During the year under review no Stock Options were granted vested or exercised. NoStock Options are in force as on date. Hence there are no disclosures required to be madepursuant to the applicable requirements of the Securities and Exchange Board of India(Share Based Employee Benefits) Regulations 2014.

CHANGE IN NATURE OF BUSINESS

Company continues to operate only in one segment i.e. Textile and there is no change innature of Business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Appointment / Re-appointment Mr. Aman Agrawal

In accordance with the provisions of Section 152 of the Companies Act 2013 and theCompany's Article of Association Mr. Aman Agrawal Director of the Company is liable forretire by rotation at the ensuing Annual General Meeting and being eligible offer himselffor re-appointment. The Board recommends his reappointment.

Brief profile of Mr. Aman Agrawal is given in the notice of Annual General Meeting

Cessation

Dr. R. B. Baheti - Chairman and Non-executive Director

During the year under review Dr. R. B. Baheti Director had resigned from theDirectorship & Chairmanship of the Company w.e.f. 21st February 2018 inview of his pre-occupations and commitments. The Board placed on records its deepappreciation and gratitude for the invaluable contributions made by Shri Dr. R. B. Bahetiduring his tenure as Director and Chairman of the Company.

During the year the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company other than sitting fees and reimbursementof expenses incurred by them for the purpose of attending meetings of the Company.

Except above there is no change in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act 2013 the following are the KeyManagerial Personnel (KMP) of the Company:

01. Mr. Prashant Agrawal : Managing Director
02. Mr. Mukesh Maheshwari : Chief Financial Officer
03. Mr. Deepesh Kumar Nayak : Company Secretary

No KMP has been appointed or has retired or resigned during the year.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors Mr. A. Arumugham Mr. Suresh

Shankar Vishwasrao and Mr. John Mathew have submitted their declaration to the Boardthat they fulfill the criteria as stipulated in Section 149(6) of the Companies Act 2013and Regulation 16(1)(b) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 (hereinafter referred to as "ListingRegulations") so as to qualify themselves to be appointed/continued as IndependentDirectors.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theBoard has carried out an annual performance evaluation of its own performance thedirectors individually as well as the evaluation of the working of its Committees.

A separate exercise was carried out to evaluate the performance of directorsindividually including Chairman of the Board who were evaluated on parameters such aslevel of engagement and contribution independence of judgment safeguarding the interestof the Company and its minority members etc. The Performance evaluation of the IndependentDirectors was carried out by the entire Board. The performance evaluation of the Chairmanand Non-executive Independent Directors was also carried out by the Independent Directorsat their separate meeting. The Directors expressed their satisfaction with the evaluation.

INDEPENDENT DIRECTOR'S FAMILIARIZATION PROGRAMME

The Company continued with its Independent directors' familiarization program whenneeded for familiarizing them with company's operations regulatory and critical aspectswhich would enable them to effectively discharge responsibilities and functions conferredon them. Policy about familiarization Programme is placed on the Company's website and itsweb link is http://www.stitextile.net.

CRITERIA AND POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Nomination and Remuneration Committee (NRC) is responsible for developingcompetency requirements for the Board based on Industry and Strategy of the Company. TheBoard composition analysis reflects in depth understanding of the Company's strategiesenvironment operations financial conditions compliance requirements etc. In terms ofSection 178(3) (4) of the Companies Act 2013 and LODR Regulations NRC has formulatedcriteria for determining qualifications positive attributes and Independence of Directorswhich are as follows:

a. Qualifications: The Board nomination process encourages diversity of thoughtexperience knowledge age and gender. It also ensures that the Board has an appropriateblend of functional and industry expertise personal professional or business standing.

b. Expertise: The person to be chosen as a Director shall have relevant expertise inthe fields of textile information technology sales /marketing finance taxation lawgovernance and general management.

c. Positive Attributes: Apart from the duties of Directors as prescribed in theCompanies Act 2013 Directors are expected to demonstrate high standards of integrityethical behavior and independent judgment. The Directors are also expected to abide by theapplicable code of conduct.

d. Independence: The Committee satisfies itself with regard to the criteria forindependence of the Directors as required under applicable statutes in order to enable theBoard to discharge its function and duties effectively.

e. Reappointment: In case of reappointment of Non-Executive and Independent Directorsthe NRC and the Board takes into consideration the performance evaluation of the Directorand his/her engagement level.

The Company has formulated and adopted the Nomination and Remuneration Policy inaccordance with the provisions of the Companies Act 2013 read with the Rules issuedthereunder and the Listing Regulations.

The said Policy of the Company inter alia provides that the Nomination andRemuneration Committee shall formulate the criteria for appointment of ExecutiveNon-Executive and Independent Directors on the Board of Directors of the Company andpersons in the Senior Management of the Company their remuneration includingdetermination of qualifications positive attributes independence of Directors and othermatters as provided under sub-section (3) of Section 178 of the Companies Act 2013(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce).

DIRECTOR'S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act 2013 your Directors would like tostate:

(a) that in the preparation of the annual financial statements for the year ended 31stMarch 2018 the applicable accounting standards read with requirements set out underschedule III to the Act have been followed along with proper explanation relating tomaterial departures if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statementshave been selected and applied consistently and judgments and estimates have been madethat are reasonable and prudent so as to give a true and fair view of the state of affairsof the Company as at 31st March 2018 and of the (loss) of the Company for theyear ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework forselection and appointment of Directors and Senior Management and for determiningqualifications positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors membersof Senior Management and Key Managerial Personnel.

Both policies are available for inspection by members at the Registered Office of theCompany during working hours up to the date of the Annual General Meeting and shall bemade available to any members on request.

MEETING OF BOARD OF DIRECTORS During the year under review 04 (Four) BoardMeetings were convened and held on 08*1 May 2017 04*1 August2017 07th November 2017 and 31st January 2018. The details inrespect of attendance of directors sitting fees etc. are given in the CorporateGovernance Report which forms part of the Annual Report.

The intervening gap between the above said meetings was within the timelines asstipulated under the Companies Act 2013 and Regulation 17 of the Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following mandatory Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders' Relationship Committee; and

4. Corporate Social Responsibility Committee.

COMPOSITION OFAUDIT COMMITTEE

The Audit Committee consists of the following members:

Mr. A. Arumugham Chairman Independent Director
Mr. John Mathew Member Independent Director
Mr. Suresh S. Vishwasrao Member Independent Director
Mr. A. R. Mundra Member Non-executive Director

The composition of the Audit Committee is in alignment with provisions of Section 177of the Companies Act 2013 read with the Rules issued thereunder and Regulation 18 of theListing Regulations. The members of the Audit are financially literate and have experiencein financial management.

There are no qualifications and observations raised by Audit Committee which requiredany comments from the Board or Management of the Company.

Further detail on the Audit Committee is being provided in the Report on CorporateGovernance forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with the requirements of Section 135 of the Companies Act 2013 theCompany has constituted Corporate Social Responsibility (CSR) Committee which isresponsible for fulfilling the CSR objectives. The Composition of committee is as under:

Mr. A. Arumugham : Chairman Independent Director
Mr. A. R. Mundra : Member Non-executive Director
Ms. Prachi Deshpande : Member Non-executive Director

Dr. R. B. Baheti Director has resigned from the membership of the Committee w.e.f. 21stF ebruary 2018.

As the Company has no average net profit during the immediately preceding last threefinancial years the provisions of section 135 of the Companies Act 2013 with respect tocontribution for CSR activities were not applicable to the Company during the financialyear under review.

The details of other committees of the Board viz. Nomination and RemunerationCommittee Stakeholders Relation Committee are given in the Corporate Governance Reportwhich forms part of this report.

AUDITORS Statutory Auditor

M/s V. K. Beswal & Associates Chartered Accountants Mumbai were appointed asStatutory Auditors of the Company at the 30th AGM. M/s V. K. Beswal & Associates haveconfirmed their eligibility and qualification required under section 139 141 and otherapplicable provisions of the companies act 2013 and rules issued thereunder (includingany statutory modification(s) or reenactments) thereof for the time being in force).

Pursuant to N otification issued by the Ministry of Corporate Affairs on 07th May 2018amending section 139 of the Companies Act 2013 and the Rules framed thereunder themandatory requirement for ratification of appointment of Auditors by the Members at everyAnnual General Meeting ("AGM") has been omitted and hence the Company is notproposing an item on ratification of appointment of Auditors at this AGM.

The Auditor's Report does not contain any qualification reservation or adverse remarkon the financial statements for the year ended March 31 2018. The statements made by theAuditors in their Report are self - explanatory and do not call for any further comments.

The statutory auditors have not reported any incident of fraud under section 143(12) ofthe Companies Act 2013 to the Audit Committee of the Company during the year underreview. Secretarial Auditor

As per requirements of Section 204(1) of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsof the Company has appointed M/s Rao Saklecha & Co. Practicing Company SecretaryIndore (C.P. No. 6434) as the Secretarial Auditor of the Company to conduct SecretarialAudit of the compliance of applicable statutory provisions and adherence to good corporategovernance practice by the Company.

The Secretarial Audit Report does not contain any qualification reservation or adverseremark. The statements made by the Auditors in their Report are self - explanatory and donot call for any further comments.

The secretarial auditors have not reported any incident of fraud under section 143(12)of the Companies Act 2013 to the Audit Committee of the Company during the year underreview.

The report of the Secretarial Auditor for the financial year 2017-18 is annexed to thisreport as Annexure - I.

Internal Auditor

As per requirements of Section 138(1) of the Companies Act 2013 read with rule 13 ofthe Companies (Accounts) Rules 2014 the Board of Directors of the Company has appointedM/s Fadnis & Gupte Chartered Accountants Indore as Internal Auditor of the Companyto conduct Internal Audit of business processes financial reporting & controlscompliance with applicable laws regulations etc.During the year under review no materialor serious observation has been received from the Internal Auditors of the Company.

Cost Auditor

The Ministry of Corporate Affairs (MCA) vides Notification dated 31stDecember 2014 made amendment in the Companies (Cost Records and Audit) Rules 2014through Companies (Cost Records and Audit) Amendment Rules 2014. As per the saidamendment rules our Company is exempted from the requirement to conduct Cost Audit.Therefore the Company did not appointed Cost Auditor for financial year 2017-18.

CEO / CFO CERTIFICATION

In terms of Regulation 17 of the Listing Regulations a Compliance Certificate dulysigned by the Managing Director and Chief Financial Officer of the Company on thefinancial statements and internal controls relating to financial reporting has beenobtained and annexed with the corporate governance report.

INDUSTRIAL RELATIONS AND CORPORATE GOVERNANCE

The company provides a congenial and friendly atmosphere to its employees to maintaincordial relations and motivate them to develop their full potential. Industrial Relationsthroughout the year were very peaceful & cordial.

To upgrade human skills and improve their efficiencies the Programs like Safety Firstvarious sports tournaments inbound & outbound training programs recreational andteam building activities etc. are part of the total employee experience helping topromote individual wellness while balancing the needs of the work family and society.

Your directors are also committed to good corporate governance as a policy. As perRegulation 34(3) read with schedule V of the Listing Regulations a detailed report onCorporate Governance is given in the annexure which forms part of this report as AnnexureII.

The requisite certificate from the Statutory Auditors of the Company confirmingcompliance with the conditions of corporate governance is annexed with the report oncorporate governance. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGO

The informations on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed and marked as

Annexure - III.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return (MGT - 9) pursuant to the provisions of Section 92 readwith Rule 12 of the Companies (Management and Administration) Rules 2014 is furnished in Annexure- IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm's length basis and were in the ordinary course of business. There are no materiallysignificant related party transactions made by the company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe company at large.

As per provisions of sub-section (1) of Section 188 read with the Companies (Meeting ofBoard and its Powers) Rules 2014 and further amendment thereof the Company has obtainedthe prior omnibus approval of Audit Committee Board of Directors and members for allmaterial related parties transactions.

Further the statement giving details of all related party transactions entered intopursuant to the omnibus approval so granted has been placing before the Audit Committeeand the Board of Directors for review on a quarterly basis.

The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note 32 to the Standalone Financial Statements of the Company.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014 particulars of contracts or arrangements withrelated party (ies) are given in the prescribed Form - AOC - 2 which is annexed and markedas Annexure - V.

The policy on Related Party Transactions as approved by the Board is hosted on theCompany's website www.stitextile.net.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The Code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and the designated employeeswhile in possession of unpublished price sensitive informations in relation to the Companyand during the period when the Trading Window is closed. The Board is responsible forimplementation of the Code.

All Directors and the designated employees have confirmed compliance with the Code.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

During the year under review the Company has provided corporate guarantee inconnection with credit facilities availed by its holding company from banks. The terms andconditions of the guarantee so given are not prejudicial to the interest of the Companyand in line with the provisions of the act. There is no transaction of loan and investmentduring the year under review.

HOLDING SUBSIDIARY JOINT VENTRES & ASSOCIATES COMPANIES.

Your Company continues to be the subsidiary of Bombay Rayon Fashions Limited (BRFL).The Company does not have any subsidiary Joint Venture and Associates Company.

INTERNAL CONTROL SYSTEM AND AUDIT

The Company has appropriate Internal Control System for business processes financialreporting & controls compliance with applicable laws regulations etc. The InternalControl System of the Company is designed to prevent operational risks through a frameworkof internal controls and processes. Our internal control system ensures that all businesstransactions are recorded in a timely manner the financial records are completeresources are utilized effectively and our assets are safeguarded. We have developedrobust policies procedures checks and balances to bring in discipline in day-to-dayfunctions for accurately and timely compilation of data.

In addition the Company has appointed M/s Fadnis & Gupte Chartered AccountantsIndore as the Internal Auditors of the company. The Internal Audit conducts on monthlybasis and the reports of auditor is placed before the Audit Committee in its next meeting.The internal audit ensures safeguarding the assets of the Company review of operationalefficiency effectiveness of systems and processes and assessing the internal controlstrengths in all areas. Further Internal Auditors observations and findings are discussedwith the concerned departments head and suitable corrective actions are taken as per thedirections of Audit Committee on an ongoing basis to improve efficiency in operation.During the year under review no material or serious observation has been received fromthe Internal Auditors of the Company for inefficiency or inadequacy of such controls.

RISK MANAGEMENT

The Company has in place a mechanism to inform Board Members about the risk assessmentand minimization procedures and periodical review to ensure that executive managementcontrols risks by means of a properly defined frame work. As required under Regulation 17of Listing Regulations the Company has formulated a Policy on Risk Management.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the Listing Regulations the CashFlow Statement forms part of annual report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

In order to prevent sexual harassment of women at work place a new act the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 hasbeen notified on 9th December 2013. As per the said act every company is required to setup an Internal Complaints Committee (ICC) to look into complaints relating to sexualharassment at work place of any women employee.

Accordingly the Company has adopted a policy for prevention of Sexual Harassment ofWomen at workplace and has set up an Internal Complaints Committee for implementation ofsaid policy. There were no incidences of sexual harassment reported during the year underreview.

WHISTLE BLOWER POLICY

In compliance of the requirements of Section 177 of the Companies Act 2013 and as ameasure of good corporate governance practice the Board has formulated a Whistle BlowerPolicy. The policy comprehensively provides an opportunity for any employee / director ofthe Company to raise any issue concerning breaches of law accounting policies or any actresulting in financial or reputation loss and misuse of office or suspected or actualfraud. The policy provides for adequate safeguard against victimization of employees anddirectors who avail of vigil mechanism and also provide for direct access to the AuditCommittee.

POLICIES AS PER SEBI LISTING REGULATIONS As per requirements of provisions ofListing Regulations the Company has adopted the following policies:

• Policy for Preservation of Documents.

• Policy for Determination and Disclosure of Material Events.

• Archival Policy.

• Policy on Material Related Party Transactions.

• Familiarization Programme for independent directors.

As the Company does not have any subsidiary hence not formulated policy on materialsubsidiary.

BUSINESS RESPONSIBILITY REPORT The Business Responsibility Reporting as required byRegulation 34(2)(f) of the Listing Regulations is not applicable to your Company for thefinancial year ending March 312018. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THEREGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

Debt Recovery Tribunal (DRT) in the matter of Oriental Bank of Commerce (OBC)(Erstwhile Global Trust Bank GTB) & Gujarat State Co-operative Cotton FederationLimited (GUJCOT) passed an order dated 01st December 2014 against the GUJCOT(Defendant No. 1) & STI India Limited (Defendant No. 2).

Then STI preferred an appeal before the Debts Recovery Appellate Tribunal (DRAT)against said order of DRT. The Learned DRAT by an order dated 14th December2015 adjourned the said Appeal proceedings on the ground that the matter was seized up byBIFR. Next date ofhearing in DRAT is 13th June 2018.

Then following the order of DRT and despite of pending the Company's appeal before theDRAT Mumbai the Recovery Officer (RO) Ahmedabad issued an impugned Order dated 31stJanuary 2018. By the said Impugned Order the Recovery Officer has inter aliaattached the all bank accounts of the Company and further passed an Order of Attachmentdated 31st January 2018 attaching the movable and immovable properties of theCompany.

Against the said impugned orders of DRT and Recovery Officer the Company preferred awrit petition to High Court Ahmedabad on 12th April 2018 requesting to quashand set aside the Recovery Proceeding (being R.P. No.265 of 2014) which are pendingbefore the Recovery Officer and vacate the attachments levied by the Recovery Officervide the impugned orders dated 31st January 2018.

The Hon'ble High Court on 17th April 2018 granted an ad-interim relief to the Companystaying the further proceeding of attachments order dated 31st January 2018. The matteris now being reviewed by the High Court. The next date given is 13th June2018.

PARTICULARS OF EMPLOYEES

The detail as required pursuant to Section 197(12) read with Rule 5(1) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company is given in Annexure - VI.

The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors' Report for the year ended 31st March 2018.

The said Annexure is not being sent along with this Report to the Members of theCompany in line with the provisions of Section 136 of the Companies Act 2013. Members whoare interested in obtaining these particulars may write to the CompanySecretary/Compliance Officer at the Registered Office of the Company. The aforesaidAnnexure is also available for inspection by the Members at the Registered Office of theCompany 21 days before the Annual General Meeting and up to the date of the said AnnualGeneral Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of theCompany. None of the employees hold (by himself or along with his/her spouse and dependentchildren) more than two percent of the equity shares of the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

The management discussion and analysis report on the operations of the Company asrequired under regulation 34(2)(e) of the Listing Regulations has been given separatelyand forms part of this report as Annexure - VII.

DISCLOSURES

The Company does not have any scheme of provision of money for the purchase of its ownshares by employees or by trustees for the benefit of employees.

The Company has devised proper systems to ensure compliance with the provisions of allapplicable Secretarial Standards issued by the Institute of Company Secretaries of Indiaand that such systems are adequate and operating effectively.

The Board of Directors state that except disclosures as given above no furthermandatory disclosure or reporting is required to give with this report.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in

Report on Corporate Governance by allowing paperless compliances by Companies throughelectronic mode.

Your Company supports the Green Initiative and has accordingly decided to sendnecessary communications to its Shareholders to their respective registered E-mailaddresses.

Your Company appeals to you its Shareholders who are yet to register the E-mailaddresses that they take necessary steps for registering the same so that you can alsobecome a part of the initiative and contribute towards a Greener environment.

CAUTIONARY STATEMENT

Statements in the Board's Report describing the Company's objectives expectations orforecasts may be forward-looking within the meaning of applicable securities laws andregulations. Actual results may differ materially from those expressed in the statement.Important factors that could influence the Company's operations include global anddomestic demand and supply conditions affecting selling prices of finished goods inputavailability and prices changes in government regulations tax laws economicdevelopments within the country and other factors such as litigation and industrialrelations.

APPRECIATIONS AND ACKNOWLEDGEMENTS The board would like to place on record its deepappreciation to the financial institutions banks business partners central and stategovernment authorities stock exchanges and clients for their support and co-operationduring the year.

We would also like to place on record our sincere appreciation for the commitmentdedication and hard work put in by every employee of the Company. We are also deeplygrateful for the confidence and faith expressed by the stakeholders in the Company. YourDirectors would also like to take this opportunity to acknowledge the excellent supportgiven by Bombay Rayon Fashions Limited the Holding Company of your company in providingthe financial assistance and excellent management support and guidance at all levels ofbusiness. This has enabled the Company to run its business smoothly and effectively forthe accomplishment of its objectives.

For and on behalf of the Board
Of STI India Limited
Place:Mumbai Mr. Aman Agrawal
Date: 08" May 2018 Chairman
DIN:00019534