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STL Global Ltd.

BSE: 532730 Sector: Industrials
NSE: SGL ISIN Code: INE353H01010
BSE 00:00 | 22 Mar 6.23 -0.02
(-0.32%)
OPEN

6.50

HIGH

6.50

LOW

5.70

NSE 00:00 | 22 Mar 5.90 -0.10
(-1.67%)
OPEN

5.70

HIGH

6.00

LOW

5.65

OPEN 6.50
PREVIOUS CLOSE 6.25
VOLUME 950
52-Week high 18.30
52-Week low 5.62
P/E 1.07
Mkt Cap.(Rs cr) 17
Buy Price 5.72
Buy Qty 10.00
Sell Price 6.24
Sell Qty 119.00
OPEN 6.50
CLOSE 6.25
VOLUME 950
52-Week high 18.30
52-Week low 5.62
P/E 1.07
Mkt Cap.(Rs cr) 17
Buy Price 5.72
Buy Qty 10.00
Sell Price 6.24
Sell Qty 119.00

STL Global Ltd. (SGL) - Director Report

Company director report

To

The Members

Your board of directors has pleasure in presenting the 21st Annual Reporttogether with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2018.

The Financial Results of your company for the year ended on 31st March 2018are as follows:

(Rs. in Crores)

Year Ended March 31st 2018 2017
Sales and Other Income 104.51 82.32
Expenditure 85.48 63.20
Depreciation & Amortization 2.86 3.64
Profit/(Loss) before Exceptional & Extra Ordinary Items 16.53 15.49
Exceptional Items Income/(Expenses) 14.85 1.36
Extraordinary Items 0.00 0.00
Profit/(Loss) before Tax 31.38 16.85
Tax Paid for Earlier Year 0.54 0.00
Provision for Deferred Tax 0.00 0.00
Profit/(Loss) After Tax 30.84 16.85

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 management of the company seems to be successfulfrom last two year as the company is coming on track after getting itself out of trap offinancial sickness. The company has settled or in process of settlement ofsecured/unsecured Loans of Banks. Profit shown in financial statement mainly due toreversal of Provision of interest created in earlier years.

The year under review was marked by various structural reforms. The turbulence ofsudden note ban coupled with indirect tax overhaul resulted to a three-year low growthrate of 5.7% in the first quarter however towards end of the year it had shown signs ofpicking up though lower than that of last financial year. Initial teething problemsassociated with the adoption of new indirect tax regime in the form of GST otherstructural reforms like initiating significant steps towards resolution of NPA problemstogether with increase in crude oil prices world over have slowed down the growth.However growth is picking up and the textile sector is showing signs of recovery.

Operations

Results of the Company for the last financial year are as follows; total revenue forthe year ended 31st March 2018 has been increased to Rs. 104.51 Crores ascompared to previous year's Rs. 82.32 Crores hence there was an increase of approx. 24 to25%. The operating profit before tax is Rs. 31.38 Crores and tax paid for earlier was Rs.0.54 during the year. No Provision for deferred tax has been made during the lastfinancial year as there is no certainty of future taxable income. The net profit for theyear was Rs. 30.84 crores against a net profit of Rs. 16.85 crores in the previousfinancial year.

Dividend

The board of directors of the Company does not recommend any dividend for the financialyear ended on 31st March 2018.

Unclaimed Dividends:

Since 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 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. The date oftransition to Ind AS is 1st April 2017 and accordingly Financial Results of 2017-18 havebeen prepared in accordance with the recognition and measurement principals laid down inInd AS 34 "Interim Financial Reporting" and the other accounting principlesgenerally accepted in India. The Impact of transition has been accounted for in theopening reserves and 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 2018 no Fixed Deposits was held by the company.

Listing and ISIN

Equity Shares of the STL Global Limited are listed at BSE Limited (BSE) Mumbai andNational Stock Exchange of India Limited (NSE) Mumbai. The Annual Listing Fees for theFinancial Year 2018-19 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 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 2018 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

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

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 tooperate for the benefit of all its stakeholders including shareholders customerslenders creditors employees government authorities and the community and to conduct itsbusiness in a transparent ethical and fair manner. Your Board of Directors considersitself the trustee of Company's shareholders and always aims at maximizing theshareholders' value and protecting the interest of all other stakeholders. The report onCorporate Governance is annexed and forms part of this Directors' Report (Annexure– VI). STL Global Limited has been strictly complying with the requirements ofCorporate Governance as stipulated under Regulation 27 and Schedule II of SEBI (ListingObligations & Disclosure Requirements) Regulations 2015. The copy of certificateobtained from Statutory Auditor's of the Company dated 30.05.2018 confirming thecompliance of the conditions of Corporate Governance by the Company is also attached withthis report.

Number of Board Meeting

During the financial year 2017-18 six 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.

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 2018 to which thisfinancial statement relates on the date of this report.

Directors & Key Managerial Personnel

During the last financial year Mr. Vishal Aggarwal Joint Managing Director of thecompany would be designated as Chairman & Managing Director of the company from 01stApril 2017 and he would be responsible for the management of whole of the affairs of thecompany. On 03rd April 2017 Mr. Arunagshu Ghosh Non-Executive Independentdirector was resigned due to some personal reasons and other preoccupations. Further inorder to comply with Regulation 17 and other applicable regulations if any of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the Board of directorhas appointed Mr. Prakash Swaroop Arya (DIN: 07799593) as an Additional IndependentDirector on the board w.e.f. 29th May 2017 who is regularize as IndependentDirector in the 20th Annual General Meeting (AGM) held on 29thSeptember 2017 by the shareholders of the company. Hence at present the total strength ofthe Board of directors is five directors. Out of which two are executive directors andthree are non-executive & independent directors. In the last Annual General Meeting(AGM) company has reappointed Mr. Vishal Aggarwal Managing Director and Mr. Sanjiv KumarAggarwal Whole Time Director respectively.

Retirement by Rotation

There are two rotational directors in the company at present; hence in accordance withthe provisions of Section 149(13) of the Companies Act 2013 which states that theprovision of sub-sections (6) and (7) of section 152 in respect of retirement of Directorsby rotation shall not apply to the appointment of Independent Directors. Hence onedirector shall retire by rotation in the forthcoming 21st AGM. So Mr. VishalAggarwal Managing Director of the Company shall retire by rotation at the forthcoming 21stAnnual General Meeting (AGM) and being eligible he has offered himself forre-appointment. A brief resume of director containing their age qualifications andexperience is already given in the annexure to the notice convening forthcoming 21stAnnual General Meeting. The resolution contained at item no. 2 of the notice is beingproposed for his re-appointment as director at the forthcoming Annual General Meeting ofthe Company. The board recommends his re-appointment.

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. 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 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

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

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 your Company had obtained prior approvalof the Audit Committee under omnibus approval route and / or under specific agenda beforeentering into such transactions. The policy on materiality of Related Party Transactionsas approved by the Board of Directors is uploaded on the website of the Company i.e.www.stl-global.com. In compliance with Section 134(3) of the Companies Act 2013particulars of contracts or arrangements with related parties referred to in Section188(1) of the Companies Act 2013 are enclosed in the Form AOC-2 as a part of thisreport (Annexure-V)

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 2018 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

The Company has adequate systems of internal control covering all financial andoperational activities. The internal control are 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 are 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

M/s. Vishnu Aggarwal Associates Chartered Accountants (FRN: 007231C) Auditors of theCompany is appointed in the 20th Annual General Meeting (AGM) of the Companyheld on September 29 2017 to hold office for a period of five years till the conclusionof 25th Annual General Meeting (AGM) subject to ratification of theirappointment at every AGM of the Company this was done as per prevailing law at that time.As per notification issued by Ministry of Corporate Affairs dated May 7 2018 proviso ofsub-section (1) of Section 139 of the Companies Act 2013 which provided for suchratification every year has been omitted. However the resolution passed by the members onSeptember 29 2017 contains requirement for ratification of appointment of auditors atevery AGM. As an abundant caution it is now proposed to ratify an appointment ofStatutory Auditors in the forthcoming 21st Annual General Meeting (AGM). Thecompany had received a confirmation from the Statutory Auditor that their appointment ifmade will be within the limits prescribed under the provisions of Section 139 of thecompanies Act 2013. Notes to the accounts referred to in the auditor's report are selfexplanatory and therefore 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.

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 2017-18. The Secretarial Audit Report (Form MR-3) for theFinancial Year 2017-18 is annexed herewith as part of Director's Report as (Annexure-II).

Internal Audit:

The Company has appointed Mr. Naveen Kumar Chartered Accountant (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. 2017-18 who has conducted theaudit and submits their report on time to time before the Audit Committee and Boardincluding action taken reports on the findings and discrepancies if any.

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.

Board Evaluation:

During the year Board has made performance evaluation of the Promoter Directors andIndependent Directors of the Company. Evaluation was made on the basis of followingassessment criteria: i) Attendance in Board meeting active participation in the meetingand giving inputs on time in the minutes. ii) Stick to ethical standards and code ofconduct of the Company and timely submission of disclosure of interest. iii) Interpersonalrelationship with other directors and management. iv) Active contribution for the benefitof the Company iv) Compliances with policies. Immediately reporting fraud violationstatutory matters etc. The overall performance of the Board and Committees of the Boardwas found satisfactory.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

STL Global Limited 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 of Rs. 16.85crores last year ended on March 31 2017 and therefore the CSR provisions as per section135 of the Companies Act 2013 and rules framed thereunder applicable on the Company. Inaccordance with the requirements of Section 135 of Companies Act 2013 Company has formedCorporate Social Responsibility Committee last year which comprises Mr. Vishal AggarwalMr. 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 CompaniesAct 2013 during the three immediately preceding financial years i.e. in 2016-17 2015-16and in 2014-15 was negative and therefore company not spent any amount on CSR. Furthercompany has negative Net Worth huge accumulated losses and also had Bank's restructuredLiability. Profit shown in financial statement mainly due to reversal of Provision ofinterest created in earlier years. The Company is in mode of revival itself and will doCSR in future once the 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 measurestaken: STL Global Limited has been continuously making its best efforts for energyconservation like Energy saving tubes and other ‘less electricity consuming'electronic devices are installed in the Plant in a phased manner for this purpose. TheDepartment wise monitoring of energy consumption is regularly conducted in order to savepower cost and for optimum utilization of available resources. b. The relevant data inrespect of energy consumption is given below:

FORM – A

(a) Power and Fuel Consumption Current Year (2017-18) Previous Year (2016-17)
Electricity Purchased Units (Nos) 4812278 4561051
Total Cost (Rs.) 37437920 36443447
Rate per Unit (Rs.) 7.78 7.99
(b) Own Generation- (Through D.G. set)
Generated Units (Nos) 455718 1031745
Diesel Cost (Rs.) 8366875 18849984
Diesel Cost Per Unit (Rs.) 18.36 18.27

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 are annexed hereto 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 thatquarter to quarter performance comparison would not be an ideal way of reviewing theCompany's performance in view of the changing transaction dynamics which might result intosome of the key assignments getting stretched and the incidence of the revenues may eitherpass over to next quarter or pushed on to a longer time scale than anticipated.

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

The Company has always believed in providing a safe and harassment free workplace forevery employee/individual working in the company through various interventions andpractices. The company always endeavors to create and provide an environment that is freefrom discrimination and harassment including sexual harassment. Proper awareness programswhenever required were carried out against sexual harassment. During the year ended 31stMarch 2018 in the Company no complaints pertaining to sexual harassment 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 standards of environmental management are beingmaintained. The company regularly participates in plantation activity in the vicinity.

SHE COMMITTEE

Your 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 Socialand Economic Development of the community located in vicinity of its operations and toprovide assistance for improving the quality of their life and optimum utilization ofresources.

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) Rules 2014 are givenbelow:

1. Ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year ended 31st March 2018:

S.No. Name of Director Designation Remuneration Ratio
1. Mr. Vishal Aggarwal Managing Director 12 Lakhs 5.56
2. Mr. Sanjiv Kumar Agarwal Whole Time Director 9 Lakhs 4.17
3. Mr. Faquir Chand Gupta* 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 31 March2018 is Rs. 2.16 Lakhs. * All the Non-Executive Independent Directors of the Company werenot paid any remuneration 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 last financial year there was Increase in the Remuneration of Managing Director(100%) Whole Time Director (100%) Chief Financial Officer (25%) & Company Secretary(10%) of the Company

3. The percentage increase in the median remuneration of employees in the financialyear: Not Increase

4. The number of permanent employees on the rolls of the Company: 179 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 10%) and there was also increase in the managerial remuneration.

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 2018 are given below:

Sl. No. Name of Employees Designation Salary per month (In Rs.)
1 Mr. Vishal Aggarwal Managing Director 100000
2 Sanjiv Kumar Aggarwal Whole Time Director 75000
3 Sanjay Kumar Gupta General Manager 75000
4 Anil Jodhani Chief Financial Officer (CFO) 75000
5 David Singh Marketing Manager 70000
6 G.S. Chauhan Personal & HR Manager 50000
7 Dilip Kumar Banka Purchase Manager 46000
8 Ajay Kumar Singh Finishing Incharge 42000
9 Pramod Singh Sr. Marketing Merchant 40000
10 Neeraj Tyagi Dying Manager 40000

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 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 dearshareholders we are extremely grateful for your continuous support and confidence.

For and on behalf of the Board of Directors

Sd/- Sd/-
Vishal Aggarwal Sanjiv Kumar Aggarwal Date: 13th August 2018
(Chairman & Managing Director) (Whole Time Director) Place: Faridabad
(DIN: 00226677) (DIN: 00227251)