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STL Global Ltd.

BSE: 532730 Sector: Industrials
NSE: SGL ISIN Code: INE353H01010
BSE 00:00 | 20 Sep 13.24 -0.26
(-1.93%)
OPEN

13.92

HIGH

13.96

LOW

13.18

NSE 00:00 | 20 Sep 13.25 -0.40
(-2.93%)
OPEN

13.50

HIGH

13.95

LOW

13.15

OPEN 13.92
PREVIOUS CLOSE 13.50
VOLUME 1798
52-Week high 17.00
52-Week low 6.05
P/E 11.03
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.92
CLOSE 13.50
VOLUME 1798
52-Week high 17.00
52-Week low 6.05
P/E 11.03
Mkt Cap.(Rs cr) 36
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

STL Global Ltd. (SGL) - Director Report

Company director report

To The Members

Your board of directors has pleasure in presenting the 23rd Annual Report together withthe Audited Statement of Accounts of the Company for the financial year ended 31st March2020.

The Financial Results of your company for the year ended on 31st March 2020 are asfollows:

(Rs. in Crores)

Year Ended March 31st 2020 2019
Sales and Other Income 92.40 148.28
Expenditure 90.54 105.33
Depreciation & Amortization 1.71 2.20
Profit/(Loss) before Exceptional & Extra Ordinary Items 0.43 43.30
Exceptional Items Income/(Expenses) 24.44 0.00
Extraordinary Items 0.00 0.00
Profit/(Loss) before Tax 24.87 43.30
Tax Paid for Earlier Year 0.00 0.00
Provision for Deferred Tax 0.00 0.00
Profit/(Loss) After Tax 24.87 43.30

Performance of your Company

Company has been facing adverse factors from previous nine-ten years but ContinuousEfforts of the Management of your company resulted increase in topline in textile segmentand put the company on track of growth after a long difficult era. The company has settledor in process of settlement of secured/unsecured Loans of Banks.

During the Month of Januray-2020 in an economic survey every prospective datarelating to growth expectations during the FY 2020-21 were visualized as very positive.India's GDP growth was expected to grow in the range of 6.0 to 6.5 per cent in 2020-21.All statistics of three quarters of FY 2019-20 were indicating Indias economy marchingtowards good growth in coming Year. The industrial sector as per Index of IndustrialProduction (IIP) registered a growth of 0.6 per cent in 2019-20 (April-November) ascompared to 5.0 per cent during 2018-19 (April-November). By integrating “Assemble inIndia for the world” into Make in India India was expected to raise its exportmarket share to about 3.5 per cent by 2025 and 6 per cent by 2030 and Create 4 crorewell-paid jobs by 2025 and 8 crore by 2030. So at the outset in the month of January therewas green everywhere. But when we marched from January to March everything changeddrastically and all positive sentiments converted into negative. The Growth expectationswere now changed into challenges of survival. Most of European and Asian countries wereunder lock down during the Month of March-2020. A new Virus “Corona” grabbed theworld in its jaw and there was fear and panic everywhere. During the last quarter we saw achallenging business environment with low GDP growth and slowdown in consumption. Thisresulted into weakening consumer sentiments and lower demand for all industries speciallyin the industry in which your company operates.

In this manner novel corona virus has affected not just human heath but severelyimpacted business and the society at large.

In this backdrop scenario the operations and revenue of your company also facedchallenges as the whole textiles industry faced its ever hardest time in the last quarter.There was a significant fall in discretionary spends of the masses and this impacted salesvolume of Textile Industry. But due to good results during the first three quarters of theyear the total topline of the company did not affected so badly and overall results forthe FY 2019-20 of the Textile segment remained on track and in line with overallexpectations.

Further COVID-19 pandemic developed rapidly into a global crisis forcing governmentsto enforce lock-downs of all economic activity. For the Company the focus immediatelyshifted to ensuring the health and well-being of all employees and on minimizingdisruption to services for all our customers globally.

Operations

Results of the Company for the last financial year are as follows; Total revenue forthe year ended 31st March 2020 has been decreased to Rs. 92.40 Crores as compared toprevious year's Rs. 148.28 Crores hence there was a decrease of approx. 35% to 40%. Theoperating profit before tax and after exceptional items is Rs. 24.87 Crores which ismainly due to reversal of provision of interest and no tax paid for earlier years duringthe year. No Provision for deferred tax has been made during the last financial year asthere is no certainty of future taxable income. The net profit for the year was Rs. 24.87crores as compare to net profit of Rs. 43.30 crores in the previous financial year.

Dividend

The Board of Directors of the Company does not recommend any dividend for the financialyear ended 31st March 2020.

Unclaimed Dividends:

STL Global Limited has not paid any dividend in last considerable years so theapplicability of different rules act and regulation is not applicable.

Management Discussion and Analysis Report

Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34 and Schedule V of the SEBI (LODR) Regulations 2015 as amended fromtime to time is presented in a separate section forming part of the Annual Report.(Annexure-I)

Indian Accounting Standard (Ind AS)

STL Global Limited has adopted Indian Accounting Standards (IND AS) prescribed undersection 133 of the Companies Act 2013 read with the relevant rules issued thereunder asamended from time to time and accordingly Financial Results of 2019-20 have been preparedin accordance with the recognition and measurement principals laid down in Ind AS 34"Interim Financial Reporting" and the other accounting principles generallyaccepted in India. The Impact of transition has been accounted for in the opening reservesand the comparative figures have been reinstated accordingly.

Segment Reporting

STL Global Limited business is segregated into two segments Textile & Real EstateBusiness and the Financial Statements has been prepared in accordance with the recognitionand measurement principles laid down in Ind AS 34 “Interim Financial Reporting”and other accounting principles generally accepted in India.

Fixed Deposit

As on 31st March 2020 No Fixed Deposits was held by the company.

Listing and ISIN

STL Global Limited Equity Shares are listed at BSE Limited (BSE) Mumbai and NationalStock Exchange of India Limited (NSE) Mumbai. The Annual Listing Fees for the FinancialYear 2020-21 has already been paid by the Company to both the stock exchanges. TheCompany's shares are compulsorily traded in De-Materialized form. The ISIN for fullypaid-up equity shares is INE353H01010

Share Capital

There was no change in the Authorized Share Capital of the Company during lastfinancial year and it remains unchanged at Rs.420000000/- (Forty Two Crores only)divided into 42000000 (Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten)each. The paid-up share capital of the Company as on 31st March 2020 was also remainsunchanged at Rs. 272217975/- consisting of 26990915 fully paid up Equity shares ofRs.10/- each and 461765 partly paid up Equity Shares of Rs. 5/- each.

Address of Corporate Office

The Corporate Office of the company is situated at Plot No.207-208 Sector-58Faridabad-121004 HR (India). All Shareholders of the Company are requested to please takea note of the same.

Material Changes and Commitment

In the Company there were no material changes and commitments affecting the financialposition of the Company occurred during the Financial Year ended as on 31st March 2020 towhich this financial statement relates on the date of this report.

Directors & Key Managerial Personnel

During the last financial year there was some changes in Composition of Board ofDirectors. Mr. Prakash Swaroop Arya (DIN: 07799593) Non-Executive Independent directorwas resigned from the Company with effect from 30th May 2019 due to some personalreasons health issues and other preoccupations.

Further in order to comply with Regulation 17 and other applicable regulations if anyof the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 as amendedfrom time to time the Board of director has appointed Mr. Satya Narain Aggarwal (DIN:08712232) as an Additional Non-Executive Independent Director on the board with effectfrom 06th March 2020 upto the forthcoming Annual General Meeting (AGM) subject to theapproval of the shareholders/members in the forthcoming Annual General Meeting.

Further there is very sad and shocking news for the shareholders/members of the Companycame this year. Our Chairman & Managing Director Mr. Vishal Aggarwal expired on 07thJune 2020. Due to sad and sudden demise of Mr. Vishal Aggarwal has put to the totalbusiness and our STL family into trauma.

Further Company has appointed Mr. Vinod Kumar Aggarwal (DIN: 00170712) as an AdditionalExecutive Director on the board with effect from 19th June 2020 upto the forthcomingAnnual General Meeting (AGM).

Hence at present the total strength of the Board of directors is five directors. Out ofwhich two are Executive Directors and three are Non-Executive Independent Directors. Inthe last Annual General Meeting (AGM) company has reappointed Ms. Anjana Mehra (DIN:07071868) Non-Executive Independent Director of the Company for second term for furtherperiod of 5 years under the provisions of the Companies Act 2013 and rule madethereunder.

Retirement by Rotation

The provision of sub-section (6) and (7) of Section 152 of the Companies Act 2013 andother applicable provisions of Companies Act 2013 for Retirement of Directors by Rotationis not applicable to the Company this year as no director is retiring by rotation thisyear.

Declaration by Independent Directors

STL Global Limited abided by definition of Independence as per Regulation 17 of SEBI(Listing Obligations & Disclosure Requirements) Regulations 2015 and according to theProvision of Section 149 (6) of the Companies Act 2013 as amended from time to time. Thecompany has also obtained declarations from all the Independent Directors pursuant tosection 149 (7) of the Companies Act 2013.

Company's Policy relating to Directors appointment payment of remuneration anddischarge of their duties

STL Global Limited has adopted a Nomination and Remuneration Policy on DirectorsAppointment and Remuneration including criteria for determining qualifications positiveattributes independence of a director and other matters as provided under Section 178(3)of the Companies Act 2013 and Regulation 19 of SEBI (Listing Obligations and DisclosureRequirements) Regulation 2015. The Nomination and Remuneration Policy is available on thewebsite of the company i.e. www.stl-global.com.

Loans Investment and Guarantees by the Company

All disclosures on particulars relating to Loans guarantees or investments underSection 186 of the Companies Act 2013 if any is provided as annexures of financialstatements.

Secretarial Audit

Pursuant to the provisions of Section 204(1) of the Companies Act 2013 and Rule 9 ofthe Companies (Appointment and Remuneration Personnel) Rules 2014 and other applicableprovisions if any of the Companies Act 2013 the Company has appointed M/s Vijay Mourya& Associates a Company Secretary Firm to undertake the Secretarial Audit of theCompany for the Financial Year 2019-20. The Secretarial Audit Report (Form MR-3) for theFinancial Year 2019-20 is annexed herewith as part of Director's Report as (Annexure-II).

Director's Responsibility Statement

To the best of knowledge and belief and according to the information and explanationsobtained by them your Directors make the following statement in terms of Section 134(3)(c) of the Companies Act 2013:

1. That in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper explanations relating to material departures.

2. That the directors have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company as on 31st March 2020 andof the profit or loss of the company for the year ended on that date.

3. That the directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting frauds and otherirregularities.

4. That the directors have prepared the annual accounts on a Going Concern Basis.

5. That the directors have laid down internal financial controls are adequate and wereoperating effectively.

6. That the directors have devised proper system to ensure compliances with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Internal Control Systems and their Adequacy

Your Company has adequate systems of internal control covering all financial andoperational activities. The internal control is designed to provide reasonable assurancewith regard to maintaining proper accounting controls protecting assets from unauthorizedlosses and ensuring reliability of financial and operational information and propercompliance with regulations. The internal control system of the c ompany is monitored andevaluated by the internal auditor and the senior management of the company. In the opinionof the Board an internal control system adequate to the size of the Company is in place.

Subsidiary Companies

STL Global Limited does not have any subsidiary companies at present.

Auditors and Auditor's Report

Pursuant to Section 139 of the Companies Act 2013 rules made there under the Boardof Directors on the recommendation of the Audit Committee has appointed M/s. VishnuAggarwal Associates Chartered Accountants (FRN: 007231C) as Statutory Auditor of theCompany in the 20th Annual General Meeting (AGM) of the Company held on September 29 2017to hold office for a period of five years till the conclusion of 25th Annual GeneralMeeting (AGM) subject to ratification of their appointment at every AGM of the Companythis was done as per prevailing law at that time. As per notification issued by Ministryof Corporate Affairs dated May 7 2018 proviso of sub-section (1) of Section 139 of theCompanies Act 2013 which provided for such ratification every year has been omitted.However the resolution passed by the members on September 29 2017 contains requirementfor ratification of appointment of auditors at every AGM. As an abundant caution it is nowproposed to ratify an appointment of Statutory Auditors in the forthcoming 23rd AnnualGeneral Meeting (AGM). The company had received a confirmation from the Statutory Auditorthat their appointment if made will be within the limits prescribed under the provisionsof Section 139 of the companies Act 2013.

Notes to the accounts referred to in the auditor's report are self explanatory andtherefore do not call for any further comments.

Cost Audit

As per the requirement of Central Government and pursuant to Section 148 of theCompanies act 2013 read with the Companies (Cost Records and Audit) Rules 2014 asamended from time to time company is not required to carry out audit of cost records.

Internal Audit:

The Board of Directors of the Company has appointed Mr. Naveen Kumar CharteredAccountant (Membership No. 505899) proprietor of M/s Naveen Brahmanand & Co.Chartered Accountants (FRN: 023923N) as an Internal Auditor of the Company for the F.Y.2019-20 who has conducted the audit and submits their report on time to time before theAudit Committee and Board including action taken reports on the findings anddiscrepancies if any.

Board Evaluation:

During the year Board of the Directors of the Company has made performance evaluationof the Promoter Directors and Independent Directors of the Company. Evaluation was made onthe basis of following assessment criteria:

i) Attendance in Board meeting active participation in the meeting and giving inputson time in the minutes. ii) Stick to ethical standards and code of conduct of the Companyand timely submission of disclosure of interest. iii) Interpersonal relationship withother directors and management. iv) Active contribution for the benefit of the Company v)Compliances with policies. Immediately reporting fraud violation statutory matters etc.

The overall performance of the Board and Committees of the Board was foundsatisfactory.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

Today's business environment especially in India demands that Corporates play a pivotalrole in shouldering social responsibility. STL Global Limited sincerely believes thatgrowth needs to be sustainable in a socially relevant manner. Companies Act 2013 hasintroduced Corporate Social Responsibility (CSR) provisions.

As per Section 135(1) of the Companies Act 2013 and other applicable provision rulesand schedules of Companies Act 2013 provides that every company having net worth of Rs.500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit of Rs. 5 Croreor more during any financial year shall constitute a Corporate Social Responsibility(“CSR”) Committee. Company has earned a profit more than prescribed limit undersection 135(1) of the Companies Act 2013 and rules provided thereunder as amended fromtime to time for the year ended on March 31 2020 and therefore the CSR provisions as persection 135 of the Companies Act 2013 and rules framed thereunder applicable on theCompany.

In accordance with the requirements of Section 135 of Companies Act 2013 Company hasformed Corporate Social Responsibility Committee which comprises Mr. Vishal Aggarwal Mr.Sanjiv Kumar Aggarwal and Ms. Anjana Mehra Directors of the Company during the financialyear 2019-20.

The average net profit of the Company computed as per Section 198 of the Companies Act2013 during the three immediately preceding financial years i.e. in 2019-20 2018-19 andin 2017-18 as shown in the financial statements was more than Rs. 5 crores as prescribedunder section 135(1) of the Companies Act 2013 and rules provided thereunder as amendedfrom time to time. We further hereby inform you that Profit shown in financial statementsmainly due to reversal of Provision of interest created in earlier years. Further companyhas still negative Net Worth huge accumulated losses and also had Bank's restructuredLiability that's why Company had not spent amount on CSR activities during the last year.Further Company is in mode of revival itself and will do CSR in future once the companyrecovers its accumulated losses.

Particulars regarding Conservation of Energy Technology Absorption and ForeignExchange Earnings and Expenditure

Information on Conservation of energy as required to be disclosed under section 134(3)(m) of the Companies Act 2013 read with Rules 8 of Company (Accounts) Rules 2014 isprovided as under:

A. Conservation of Energy

During last financial year also the Company has made continuous efforts in order toensure optimum utilization of fuel and electricity. a. Energy conservation measures taken:STL Global Limited has been continuously making its best efforts for energy conservationlike Energy saving tubes and other ‘less electricity consuming' electronic devicesare installed in the Plant in a phased manner for this purpose. The Department wisemonitoring of energy consumption is regularly conducted in order to save power cost andfor optimum utilization of available resources.

b. The relevant data in respect of energy consumption is given below:

FORM A

(a) Power and Fuel Consumption
Current Year (2019-20) Previous Year (2018-19)
Electricity Purchased Units (Nos) 4809683 5101135
Total Cost (Rs.) 38345287 40842117
Rate per Unit (Rs.) 7.97 8.01
(b) Own Generation- (Through D.G. set)
Generated Units (Nos) 232700 221760
Diesel Cost (Rs.) 4598168 4216740
Diesel Cost Per Unit (Rs.) 19.76 19.01

B. Technology Absorption Research & Development

STL Global Limited is working with best available technology in all of its productionactivities viz. knitting dyeing etc. The Company has a full time specialized anddedicated independent Research & Development department for its production divisionswhich regularly provide suggestions for reducing the cost of production and improvingquality of products. The present technology is also being updated from time to time as andwhen required and the company is also taking full advantage of implementation ofinformation technology through the plant-wide network for quicker decision making andfaster preventive actions.

C. Foreign Exchange Earnings and Outgo

Particulars regarding foreign exchange earnings and expenditure if any are annexedhereto as (Annexure III) and forms part of this Director's Report.

Cautionary Statement

Your Company's Director's Report contains some forward looking statements which may beidentified by use of words like expect anticipate believes intends projects plans orother words of similar meaning. These forward looking statements are based on certainassumptions and expectations of future events. The company cannot guarantee that theseassumptions and expectations are accurate or will be realized. Company assumes noresponsibility to publicly amend modify or revise any of the forward looking statement onthe basis of any subsequent developments information or events.

Management is also of the opinion that quarter to quarter performance comparison wouldnot be an ideal way of reviewing the Company's performance in view of the changingtransaction dynamics which might result into some of the key assignments getting stretchedand the incidence of the revenues may either pass over to next quarter or pushed on to alonger time scale than anticipated.

Extract of Annual Return

The details forming part of the extract of Annual Return in Form MGT-9 as requiredunder Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand administration) Rules 2014 is included in this Report as (Annexure- IV) and forms anintegral part of this Report.

Particulars of Contracts or Arrangements with Related Parties referred to in section188(1) of the Companies Act 2013.

All related party transactions that were entered and executed during the year underreview were at arms' length basis. As per the provisions of Section 188 of the CompaniesAct 2013 and Rules made thereunder read with Regulation 23 of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 Company had obtained prior approval ofthe Audit Committee under omnibus approval route and / or under specific agenda beforeentering into such transactions.

The policy on materiality of Related Party Transactions as approved by the Board ofDirectors is uploaded on the website of the Company i.e. www.stl-global.com. In compliancewith Section 134(3) of the Companies Act 2013 particulars of contracts or arrangementswith related parties referred to in Section 188(1) of the Companies Act 2013 areenclosed in the Form AOC-2 as a part of this report (Annexure-V)

Corporate Governance

Corporate Governance is the combination of voluntary practices disclosures andcompliance with laws as may be applicable to the company leading to effective control andmanagement of a Company. Your Company believes that Corporate Governance balances theinterest of all stakeholders of a company and satisfies the tests of accountabilitytransparency and fair play.

STL Global Limited philosophy on Corporate Governance is to operate for the benefit ofall its stakeholders including shareholders customers lenders creditors employeesgovernment authorities and the community and to conduct its business in a transparentethical and fair manner. Your Board of Directors considers itself the trustee of Company'sshareholders and always aims at maximizing the shareholders' value and protecting theinterest of all other stakeholders. The report on Corporate Governance is annexed andforms part of this Directors' Report (Annexure VI).

STL Global Limited has been strictly complying with the requirements of CorporateGovernance as stipulated under Regulation 27 and Schedule II of SEBI (Listing Obligations& Disclosure Requirements) Regulations 2015 as amended from time to time. The copy ofcertificate obtained from Statutory Auditor's of the Company dated 27.07.2020 confirmingthe compliance of the conditions of Corporate Governance by the Company is also attachedwith this report.

Number of Board Meeting

During the financial year 2019-20 five meetings of the Board of Directors were heldthe details of which are given in the Corporate Governance report annexed herewith andforms part of this Director's Report.

Formation of various Committees

Details regarding various committees constituted by the Board of directors are given inthe Corporate Governance Report annexed herewith and forms part of this Director's Report.

Sexual Harassment at Workplace (Prevention Prohibition and Redressal) Act 2013

The Company and its Management has always believed in providing a safe and harassmentfree workplace for every employee/individual working in the company through variousinterventions and practices. The company always endeavors to create and provide anenvironment that is free from discrimination and harassment including sexual harassment.Proper awareness programs whenever required were carried out against sexual harassment.During the financial year 2019-20 in the Company no complaints pertaining to sexualharassment was received.

SAFETY HEALTH AND ENVIRONMENT

SAFETY

STL Global Limited believes that safety is an integral part in the efficient businessmanagement; hence it has benchmarked its processes to the highest standards of safety.Adequate Controls are made at workstation to safeguard the interest of employees. Promptand regular efforts with respect to safety training and education are your company'scommitment to the safety. The employees working on the production floor are required toundergo a mandatory training in their respective department. Also various other effortsare being taken continuously for improving safety at the plant and these efforts includecontinuous safety trainings with internal & external faculties on-the-job trainingfor technicians and safety awareness among employees etc.

HEALTH

STL Global Limited has built sufficient infrastructure in order to provide necessarymedical care to the employees working at all levels. The medical checkups are also donebefore recruitment of any new person. A first-aid box is always available in all thedepartments and normal medical checkups are regularly conducted. The employees are alsoimparted with health education from time to time. The company is committed to safe andhealthy life of its employees.

ENVIRONMENT

STL Global Limited and its management are fully committed to provide a safe and healthyworking environment inside the Company as well outside. The Company regularly complieswith all rules & regulations regarding protection of the environment of its outsidesurrounding area. Your Company is also committed to prevent wasteful use of naturalresources and to minimize the dangerous impacts of any of its activities e.g. productiondevelopment use & disposal of products and other services on the environment. TheCompany always ensures that highest s tandards of environmental management are beingmaintained. The company regularly participates in plantation activity in the vicinity.

SHE COMMITTEE

STL Global Limited had a SHE Committee (Safety Health & Environment Committee)that comprises of members from the senior management HR Department of Company. The SHECommittee is mainly responsible for ensuring safe and healthy environment within theCompany and its neighboring area and also for complying with all applicable regulatoryrequirements in this regard.

Company is also fully committed to make its contribution in the Social and EconomicDevelopment of the community located in vicinity of its operations and to provideassistance for improving the quality of their life and optimum utilization of resources.

Particulars of Employees

A. The information required under section 197(12) of the Companies act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

1. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year ended 31st March 2020:

S. No. Name of Director Designation Remuneration Ratio
1. Mr. Vishal Aggarwal Managing Director 12 Lakhs 5.88
2. Mr. Sanjiv Kumar Agarwal Whole Time Director 9 Lakhs 4.41
3. Mr. Sanjay Aggarwal* Non-Executive Independent Director N.A. N.A.
4. Mr. Satya Narain Non-Executive N.A. N.A.
Aggarwal* Independent Director
5. Mrs. Anjana Mehra* Non-Executive Woman Independent Director N.A. N.A.

The Median remuneration of the employees for the Financial Year ending on 31st March2020 is Rs. 2.04Lakhs.

* All the Non-Executive Independent Directors of the Company were not paid anyremuneration and were paid only sitting fee for attending the meetings of theBoard/Committee of Directors. Therefore the said ratio of remuneration of each directorto median remuneration of the employees of the company is not applicable.

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year:During the financial year 2019-20 there was only increase in the remuneration of CompanySecretary (upto 10%) from November 2019

3. The percentage decrease in the median remuneration of employees in the financialyear 2019-20: 8.00%

4. The number of permanent employees on the rolls of the Company: 195 Employees

5. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: During thelast financial year there was increase in the remuneration/salary of the employees (upto5%) but there was no increase in the managerial remuneration except Company Secretary'sremuneration (upto 10%) from November 2020.

6. The key parameters for any variable component of remuneration availed by thedirectors:

The Executive Directors have not availed any variable component of remuneration.

7. Affirmation that the remuneration is as per the remuneration policy of the company:It is affirmed that the remuneration paid is as per the remuneration policy of thecompany.

B. Top Ten Employees (including Directors) information as per Rule 5(2) of ChapterXIII the Companies (Appointment and Remuneration of Managerial Personnel) rules 2014 interms of salary as on 31st March 2020 are given below:

S. No. Name of Employees Designation Salary per month (In Rs.)
1 Mr. Arun Kumar Dudeja General Manager 250000
2 Mr. Vishal Aggarwal Managing Director 100000
3 Mr. Sanjiv Kumar Aggarwal Whole Time Director 75000
4 Mr. Sanjay Kumar Gupta General Manager of Production 75000
5 Mr. Anil Jodhani Chief Financial Officer (CFO) 75000
6 Mr. Pawan Shukla General Manager of Maintenance 75000
7 Mr. Subhash Chand Marketing Manager 75000
8 Mr. Praveen Mishra Manager 60000
9 Mr. Gajender Singh Chauhan Personal & HR Manager 55000
10 Mr. Ajay Kumar Singh Finishing Incharge 46000

C. The information required under section 197(12) of the Companies act 2013 read withrule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 are given below:

None of the employee has received remuneration exceeding the limit Rs. 1.20 Crore perannum when employed for full year and Rs. 10 lakhs per month when employed for a part ofthe year as stated in section 197(12) of the Companies act 2013 read with rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 asamended from time to time.

Personnel

The Board of Directors and Management of the Company once again sincerely acknowledgethe devotion of all the employees of the company who have contributed in the performance& development of the company. Company treats its employee like its asset. TheCompany's relations with employees are always cordial the employees are regularlyprovided with internal & external trainings and more responsibility is being entrustedto them thereby involving them in day-to-day decision making. The true spirit of trustcommitment dignity transparency and opportunity to explore & achieve their dreamsgives the employees an encouragement and yearning to perform better.

Acknowledgement & Appreciation

In today's world no company can grow without the support of their employees. Thecompany's growth is achieved with the continuous support of all the stakeholders. Yourdirectors once again take this opportunity to first of all thank all the employees of theCompany for their hard work dedication cooperation and support rendered towards theCompany.

The board of directors also wants to express its gratitude towards the Company'sBankers Financial Institutions Central and State Government Authorities & OfficialsCustomers Vendors Traders Solicitors Advisors and to our well wishers for theirsupport and co-operation during the period under review.

And also to you our dear shareholders we are extremely grateful for your continuoussupport and confidence.

For and on behalf of the Board of Directors

Sd/- Sd/-
Vinod Kumar Aggarwal Sanjiv Kumar Aggarwal Date: 25th August 2020
(Director) (Whole Time Director) Place: Faridabad
(DIN: 00170712) (DIN: 00227251)

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