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STL Global Ltd.

BSE: 532730 Sector: Industrials
NSE: SGL ISIN Code: INE353H01010
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VOLUME 154
52-Week high 13.65
52-Week low 5.55
P/E
Mkt Cap.(Rs cr) 24
Buy Price 8.55
Buy Qty 50.00
Sell Price 8.76
Sell Qty 100.00
OPEN 8.76
CLOSE 8.76
VOLUME 154
52-Week high 13.65
52-Week low 5.55
P/E
Mkt Cap.(Rs cr) 24
Buy Price 8.55
Buy Qty 50.00
Sell Price 8.76
Sell Qty 100.00

STL Global Ltd. (SGL) - Director Report

Company director report

To

The Members

Your board of directors has pleasure in presenting the 22nd Annual Reporttogether with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2019. The Financial Results of your company for the year endedon 31st March 2019 are as follows:

(Rs. in Crores)
Year Ended March 31st 2019 2018
Sales and Other Income 148.28 104.51
Expenditure 105.33 85.48
Depreciation & Amortization 2.20 2.86
Profit/(Loss) before Exceptional & Extra Ordinary Items 43.30 16.53
Exceptional Items Income/(Expenses) 0.00 14.85
Extraordinary Items 0.00 0.00
Profit/(Loss) before Tax 43.30 31.38
Tax Paid for Earlier Year 0.00 0.54
Provision for Deferred Tax 0.00 0.00
Profit/(Loss) After Tax 43.30 30.84

Performance of your Company

As you all are already aware that Company has been facing adverse factors from previousnine-ten years but Continuous Efforts of the Management of your company resulted upto 30%increase in topline in textile segment and continuous increased profitability by achievingcost effectiveness has put the company on track of growth after a long difficult era. Thecompany has settled or in process of settlement of secured/unsecured Loans of Banks.

India's economy is expected to grow 7.3% in the financial year 2018-19 and accelerateto 7.5% in 2019-20 bottoming out from the impact of demonetisation and GST the WorldBank has stated even as it highlighted private investments and exports as the two laggingengines of growth. In its latest India Development Update the World Bank said India'seconomy will grow 7.3% in fiscal year 2018-19. The Government's push towards manufacturingsector and digital economy and Make in India initiatives will provide the thrust forfuelling economic growth. The expectation of normal rainfall in 2018 is a further shot inthe arm for positive impact on the Agricultural and Manufacturing Sectors. Domestic andExport Garment segment continues to evolve faster in India. Influence of competitivelypriced private labels in modern trade and e-commerce market places is bringing in newvalue conscious consumers to the industry. On the other hand fashion led premiumconsumer's preferences are switching over to product made from high end fabrics andinnovative designs. The market is clearly drawing distinction between the value led andthe fashion conscious consumers both in terms of product as well as the channelpreferences. GST implementation has helped the organized retailers by reducing influx ofcheap alternatives from abroad and domestic unorganized industry.

Operations

Results of the Company for the last financial year are as follows; Total revenue forthe year ended 31st March 2019 has been increased to Rs. 148.28 Crores ascompared to previous year's Rs. 104.51 Crores hence there was an increase of approx. 35%to 40%. The operating profit before tax is Rs. 43.30 Crores which is mainly due toreversal of provision of interest and no tax paid for earlier years during the year. NoProvision for deferred tax has been made during the last financial year as there is nocertainty of future taxable income. The net profit for the year was Rs. 43.30 croresagainst a net profit of Rs. 30.84 crores in the previous financial year.

Dividend

With a view to conserve the resources in long run your Directors have not recommendedany dividend for the year ended 31st March 2019.

Unclaimed Dividends:

As Company has not paid any dividend in last considerable years so the applicability ofdifferent 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 is presented in aseparate section forming part of the Annual Report. (Annexure-I)

Indian Accounting Standard (Ind AS)

The Company has adopted Indian Accounting Standards (IND AS) prescribed under section133 of the Companies Act2013 read with the relevant rules issued thereunder andaccordingly Financial Results of 2018-19 have been prepared in accordance with therecognition and measurement principals laid down in Ind AS 34 "Interim FinancialReporting" and the other accounting principles generally accepted in India. TheImpact of transition has been accounted for in the opening reserves and the comparativefigures have been reinstated accordingly.

Segment Reporting

Your Company's 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

No Fixed Deposits was held by the company as on 31st March 2019.

Listing and ISIN

Equity Shares of the Company are listed at BSE Limited (BSE) Mumbai and National StockExchange of India Limited (NSE) Mumbai. The Annual Listing Fees for the Financial Year2019-20 has already been paid by the Company to both the stock exchanges.

The Company's shares are compulsorily traded in De-Materialized form.

The ISIN for fully paid-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 2019 was alsoremains unchanged at Rs. 272217975/- consisting of 26990915 fully paid up Equity sharesof Rs.10/- each and 461765 partly paid up Equity Shares of Rs. 5/- each.

Address of Corporate Office

At present the Corporate Office of the company is situated at Plot No.207-208Sector-58 Faridabad- 121004 HR (India). All Shareholders of the Company are requested toplease take a note of the same.

Material Changes and Commitment

There were no material changes and commitments affecting the financial position of theCompany occurred during the Financial Year ended as on 31st March 2019 to which thisfinancial 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. Faquir Chand Gupta (DIN: 00420271) Non-Executive Independent director wasresigned from the Company w.e.f. 15th February 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 the Boardof director has appointed Mr. Sanjay Aggarwal (DIN: 00774040) as an Additional IndependentDirector on the board w.e.f. 13th February 2019 upto the forthcoming AGMsubject to the approval of the members in the forthcoming Annual General Meeting. FurtherMr. Prakash Swaroop Arya (DIN: 07799593) Non-Executive Independent director was alsoresigned from the Company w.e.f. 30th May 2019 due to some personal reasonsand other preoccupations. In order to comply with SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 as amended from time to time the Company is under theprocess of appointing a suitable person for the post of Independent Director on the Boardof Directors of the Company. Hence at present the total strength of the Board of directorsis four directors. Out of which two are Executive Directors and two are Non-Executive& Independent Directors. In the last Annual General Meeting (AGM) company has notreappointed any director of the Company.

Retirement by Rotation

In the company there are two rotational directors at present. In accordance with theprovisions of Section 149(13) of the Companies Act 2013 which states that the provisionof sub-sections (6) and (7) of section 152 in respect of retirement of Directors byrotation shall not apply to the appointment of Independent Directors. Hence one directorshall retire by rotation in the forthcoming 22nd AGM. So Mr. Sanjiv KumarAgarwal (DIN: 00227251) Whole Time Director of the Company shall retire by rotation atthe forthcoming 22nd Annual General Meeting (AGM) and being eligible he hasoffered himself for re-appointment. A brief resume of director containing their agequalifications and experience is already given in the annexure to the notice conveningforthcoming 22nd Annual General Meeting.

The resolution contained at Item No. 2 of the notice is being proposed for hisre-appointment as director at the forthcoming Annual General Meeting of the Company. Theboard recommends his re-appointment.

Declaration by Independent Directors

Your Company abided by definition of Independence as per Regulation 17 of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015 and according to theProvision of Section 149 (6) of the Companies Act 2013. The company has also obtaineddeclarations from all the Independent Directors pursuant to section 149 (7) of theCompanies Act 2013.

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

Your Company has adopted a Nomination and Remuneration Policy on Directors Appointmentand Remuneration including criteria for determining qualifications positive attributesindependence of a director and other matters as provided under Section 178(3) of theCompanies 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

Disclosure on particulars relating to Loans guarantees or investments under Section186 of the Companies Act 2013 if any is provided as annexures of financial statements.

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 2018-19. The Secretarial Audit Report (Form MR-3) for theFinancial Year 2018-19 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 31stMarch 2019 and of 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

STL Global Limited 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 company 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

The Company 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 M/s. Vishnu Aggarwal AssociatesChartered Accountants (FRN: 007231C) Auditors of the Company is appointed in the 20thAnnual General Meeting (AGM) of the Company held on September 29 2017 to hold office fora period of five years till the conclusion of 25th Annual General Meeting(AGM) subject to ratification of their appointment at every AGM of the Company this wasdone as per prevailing law at that time. As per notification issued by Ministry ofCorporate 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 22ndAnnual General Meeting (AGM). The company had received a confirmation from the StatutoryAuditor that their appointment if made will be within the limits prescribed under theprovisions of 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.2018-19 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 Company and timely submissionof disclosure of interest.

iii) Interpersonal relationship with other directors and management.

iv) Active contribution for the benefit of the Company

v) Compliances with policies. Immediately reporting fraud violation statutory mattersetc.

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

The Company sincerely believes that growth needs to be sustainable in a sociallyrelevant manner. Today's business environment especially in India therefore demands thatCorporates play a pivotal role in shouldering social responsibility. India‘s newCompanies Act 2013 has introduced several new provisions which change the face of Indiancorporate business. One of such new provisions is Corporate Social Responsibility (CSR).

As per Section 135(1) of the Companies Act 2013 provides that every company having networth of Rs. 500 Crore or more or turnover of Rs. 1000 Crore or more or a net profit ofRs. 5 Crore or more during any financial year shall constitute a Corporate SocialResponsibility ("CSR") Committee. Company has earned a profit more thanprescribed limit under section 135(1) of the Companies Act 2013 and rules providedthereunder as amended from time to time for the year ended on March 31 2019 and thereforethe CSR provisions as per section 135 of the Companies Act 2013 and rules framedthereunder applicable on the Company.

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.

The average net profit of the Company computed as per Section 198 of the Companies Act2013 for the purpose of CSR during the three immediately preceding financial years i.e.in 2018-19 2017-18 and in 2016-17 as shown in the financial statements was more than Rs.5 crores as prescribed under section 135(1) of the Companies Act 2013 and rules providedthereunder as amended from time to time. We further hereby inform you that Profit shown infinancial statements mainly due to reversal of Provision of interest created in earlieryears. Further company has negative Net Worth huge accumulated losses and also had Bank'srestructured Liability that's why Company had not spent amount on CSR activities duringthe last year. Further Company is in mode of revival itself and will do CSR in future oncethe company recovers 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:

The Company has been continuously making its best efforts for energy conservation likeEnergy saving tubes and other ‘less electricity consuming' electronic devices areinstalled in the Plant in a phased manner for this purpose. The Department wise monitoringof energy consumption is regularly conducted in order to save power cost and for optimumutilization of available resources.

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

FORM – A

(a) Power and Fuel Consumption Current Year Previous Year
(2018-19) (2017-18)
Electricity Purchased Units (Nos) 5101135 4812278
Total Cost (Rs.) 40842117 37437920
Rate per Unit (Rs.) 8.01 7.78
(b) Own Generation- (Through D.G. set)
Generated Units (Nos) 221760 455718
Diesel Cost (Rs.) 4216740 8366875
Diesel Cost Per Unit (Rs.) 19.01 18.36

B. Technology Absorption Research & Development

The Company 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

This director's report contains some forward looking statements which may be identifiedby use of words like expect anticipate believes intends projects plans or other wordsof similar meaning. These forward looking statements are based on certain assumptions andexpectations of future events. The company cannot guarantee that these assumptions andexpectations are accurate or will be realized. Company assumes no responsibility topublicly amend modify or revise any of the forward looking statement on the basis of anysubsequent 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) andforms an integral 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

Your Company believes that Corporate Governance balances the interest of allstakeholders of a company and satisfies the tests of accountability transparency and fairplay. 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.

The Company's philosophy on Corporate Governance is to operate for the benefit of allits 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 and forms 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. The copy of certificate obtained fromStatutory Auditor's of the Company dated 30.05.2019 confirming the compliance of theconditions of Corporate Governance by the Company is also attached with this report.

Number of Board Meeting

During the financial year 2018-19 four 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

STL Global Limited and its Management has always believed in providing a safe andharassment free workplace for every employee/individual working in the company throughvarious interventions 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 year ended 31st March 2019 in the Company no complaints pertainingto sexual harassment was received.

SAFETY HEALTH AND ENVIRONMENT

SAFETY

The Company 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

The Company has built sufficient infrastructure in order to provide necessary medicalcare to the employees working at all levels. The medical checkups are also done beforerecruitment of any new person. A first-aid box is always available in all the departmentsand normal medical checkups are regularly conducted. The employees are also imparted withhealth education from time to time. The company is committed to safe and healthy life ofits employees.

ENVIRONMENT

The Company 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 standards of environmental management are beingmaintained. The company regularly participates in plantation activity in the vicinity.

SHE COMMITTEE

The Company had a SHE Committee (Safety Health & Environment Committee) thatcomprises of members from the senior management of Company. The SHE Committee is mainlyresponsible for ensuring safe and healthy environment within the Company and itsneighboring area and also for complying with all applicable regulatory requirements inthis regard.

The 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 2019:

S. No. Name of Director Designation Remuneration Ratio
1. Mr. Vishal Aggarwal Managing Director 12 Lakhs 5.40
2. Mr. Sanjiv Kumar Agarwal Whole Time Director 9 Lakhs 4.05
3. Mr. Sanjay Aggarwal* Non-Executive Independent Director N.A. N.A.
4. Mr. Prakash Swaroop Arya* Non-Executive Independent Director N.A. N.A.
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 31stMarch 2019 is Rs. 2.22 Lakhs.

* 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: Duringthe financial year 2018- 19 there was increase in the remuneration of Company Secretary(upto 25%)

3. The percentage increase in the median remuneration of employees in the financialyear: 2.80%

4. The number of permanent employees on the rolls of the Company: 186 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: Duringthe last financial year there was increase in the remuneration/salary of the employees(upto 15%) but there was no increase in the managerial remuneration except CompanySecretary's remuneration (upto 25%).

6. The key parameters for any variable component of remuneration availed by thedirectors: The Executive Directors have not availed any variable component ofremuneration.

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 2019 are given below:

S. No. Name of Employees Designation Salary per month (In Rs.)
1 Mr. Vishal Aggarwal Managing Director 100000
2 Mr. Sanjiv Kumar Aggarwal Whole Time Director 75000
3 Mr. Sanjay Kumar Gupta General Manager of Production 75000
4 Mr. Anil Jodhani Chief Financial Officer (CFO) 75000
5 Mr. Pawan Shukla General Manager of Maintenance 75000
6 Mr. Praveen Mishra Dying Manager 60000
7 Mr. Gajender Singh Chauhan Personal & HR Manager 50000
8 Mr. Dilip Kumar Banka Purchase Manager 46000
9 Mr. Ajay Kumar Singh Finishing Incharge 46000
10 Mr. Pramod Singh Sr. Marketing Merchant 45000

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

STL Global Limited's Board of Directors and Management 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. The Company's relations with employees arealways cordial the employees are regularly provided with internal & externaltrainings and more responsibility is being entrusted to them thereby involving them inday-to-day decision making. The true spirit of trust commitment dignity transparencyand opportunity to explore & achieve their dreams gives the employees an encouragementand yearning to perform better.

Acknowledgement & Appreciation

The company's growth is achieved with the continuous support of all the stakeholders.In today's world no company can grow without the support of their employees. Yourdirectors once again take this opportunity to first of all thank all the employees of theCompany for their hard work dedication co-operation 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/-
Vishal Aggarwal Sanjiv Kumar Aggarwal Date: 12th August 2019
(Chairman & Managing Director) (Whole Time Director) Place: Faridabad
(DIN: 00226677) (DIN: 00227251)