Your board of directors has pleasure in presenting the 20th Annual Reporttogether with the Audited Statement of Accounts of the Company for the financial yearended 31st March 2017.
The Financial Results of your company for the year ended on 31st March 2017are as follows:
(Rs. in Crores)
|Year Ended March 31st ||2017 ||2016 |
|Sales and Other Income ||82.32 ||68.97 |
|Expenditure ||66.84 ||69.68 |
|Depreciation & Amortisation ||3.64 ||4.69 |
|Profit/(Loss) before Exceptional & Extra Ordinary Items ||15.49 ||(0.71) |
|Exceptional Items Income/(Expenses) ||1.36 ||(3.98) |
|Extraordinary Items ||0.00 ||0.00 |
|Profit/(Loss) before Tax ||16.85 ||(4.69) |
|Tax Paid For Earlier Year ||0.00 ||(0.33) |
|Provision for Deferred Tax ||0.00 ||0.00 |
|Profit/(Loss) After Tax ||16.85 ||(5.02) |
Performance of your Company
As you all are already aware that Company has been facing adverse factors from previouseight-nine years but continuous efforts of management of the company seems to besuccessful this 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. During the year the country has seen back to back boldsteps taken by the Government of India like demonetization and then implementation ofGoods & Service Tax (GST). With the GST regime textiles will eliminate the cascadingeffect of duty/taxes which will reduce the costs and improve the competitiveness of thetextiles market.
The Company in 2012 made a reference to BIFR on 05th July 2012 and it wasregistered in BIFR as Case No.37/2012 vide letter No. 3(S- 8)/BC/2012 dated 02ndAugust 2012. Company's application in BIFR and AAIFR has already been rejected.
Results of the Company for the last financial year are as follows; total revenue forthe year ended 31st March 2017 has been increased to Rs. 82.32 Crores ascompared to previous year's Rs. 68.97 Crores hence there was a increase of approx. 16 to17%. The operating profit before tax is Rs. 16.85 Crores during the year and no tax paidfor earlier year and no Provision for deferred tax has been made during the last financialyear as there is no certainty of future taxable income. The net profit for the year wasRs. 16.85 crores against a Net Loss of Rs. -5.02 crores in the previous financial year.
The board of directors of the Company does not recommend any dividend for the financialyear ended on 31st March 2017 due to inadequate profit.
Since our company 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)
Business of the Company is segregated into two segments Textile & Real EstateBusiness and financial statement has been prepared in accordance with the applicableAccounting Standard-17 (segmental reporting) prescribed by the ICAI.
As on 31st March 2017 no Fixed Deposits was held by the company.
Listing and ISIN
At present the Equity Shares of the Company are listed at BSE Limited (BSE) Mumbai andNational Stock Exchange of India Limited (NSE) Mumbai. The Annual Listing Fees for theyear 2017-18 has already been paid by the Company to the stock exchanges.
The Company's shares are compulsorily traded in De-Materialized form.
The ISIN for fully paid-up equity shares is INE353H01010
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 2017 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). Shareholders are requested to please take a noteof the above.
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.
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 V).
The Company has been strictly complying with the requirements of Corporate Governanceas 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 29.05.2017 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 2016-17 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.
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 2017 to which thisfinancial statement relates on the date of this report.
Directors & Key Managerial Personnel
During the last financial year there were some changes in the composition of the Boardof directors. Mr. Jai Parkash Aggarwal Chairman & Managing Director of the Companyresigned from the company w.e.f. 31st March 2017 due to personal reasons andsome other preoccupations. Mr. Vishal Aggarwal Joint Managing Director of the companywould be designated as Chairman & Managing Director of the company from 01stApril 2017 in place of Mr. Jai Parkash Aggarwal and he would be responsible for themanagement of whole of the affairs of the company. On 03rd April 2017 Mr.Arunagshu Ghosh Non-Executive Independent director was also resigned due to some personalreasons 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. Prakash Swaroop Arya (DIN: 07799593) as an AdditionalIndependent Director on the board w.e.f. 29th May 2017 upto the forthcomingAGM subject to the approval of the members in the forthcoming Annual General Meeting(AGM). Hence at present the total strength of the Board of directors is five directors.Out of which two are executive directors and three are non-executive & independentdirectors. In the last Annual General Meeting company has reappointed Mr. Vishal AggarwalJoint Managing 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 20th AGM. So Mr. SanjivKumar Aggarwal Whole Time Director of the Company shall retire by rotation at theforthcoming 20th Annual General Meeting and being eligible he has offeredhimself for re-appointment. A brief resume of director containing their agequalifications and experience is already given in the annexure to the notice conveningforthcoming 20th 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
The 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 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 Related Party Transactions as approved by the Board of Directors isuploaded on the website of the Company. There were no materially significant transactionswith the related parties during the financial year which were in conflict with theinterest of the Company and hence enclosing of Form AOC-2 is not required.
Further in terms of Regulation 23 of SEBI (Listing Obligations & DisclosureRequirements) Regulations 2015 all transactions with related party i.e. Shyam TexExports Limited which are of material in nature are subject to the approval of theMembers of the Company in the forthcoming Annual General Meeting. The requisite resolutionin order to comply with the aforesaid requirements as detailed at Item No. 6 of theNotice and relevant Explanatory Statement is commended for the members' approval.
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 2017 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 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.
STL Global Limited does not have any subsidiary companies at present.
Auditors and Auditor's Report
The tenure of present Statutory Auditors M/s M. M. Goyal & Co. CharteredAccountants (FRN: 007198N) will come to an end at the conclusion of ensuing AGM.Considering that the present Auditors have completed the maximum tenure allowed under theCompanies Act 2013 the Company is required to appoint a new statutory auditor in theirplace. Based on recommendation of Audit Committee the Board of Directors at their meetingheld on 11th August 2017 have recommended the appointment of M/s VishnuAggarwal Associates Chartered Accountants (FRN: 007231C) to hold office from theconclusion of this 20th Annual General Meeting until the conclusion of the 25thAnnual General Meeting of the Company subject to annual ratification of the saidappointment by Members at every subsequent AGM. The company had received a confirmationfrom the statutory auditors that their appointment if made will be within the limitsprescribed under the provisions 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.
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.
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 F.Y 2016-17. The Secretarial Audit Report (Form MR-3) for the F.Y. 2016-17is annexed herewith as part of Director's Report as (Annexure-ll).
The Company has appointed Mr. Naveen Kumar Chartered Accountant (Membership No.505899) proprietor of M/s Naveen Brahmanand & Co. Chartered Accountants as anInternal Auditor of the Company for the F.Y. 2016-17 who has conducted the audit andsubmits their report on time to time before the Audit Committee and Board including actiontaken 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) and forms anintegral part of this Report.
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 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
Your 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 new CompaniesAct 2013 has introduced several new provisions which change the face of Indian corporatebusiness. One of such new provisions is Corporate Social Responsibility (CSR). As perSection 135 of the Companies Act 2013 it provides the threshold limit for applicabilityof the CSR to a Company i.e. (a) net worth of the company to be Rs 500 crore or more; (b)turnover of the company to be Rs 1000 crore or more; (c) net profit of the company to beRs 5 crore or more. Company has earned a profit more than Rs. 5 at the end of the year andtherefore the CSR provisions as per section 135 of the Companies Act 2013 and rulesframed thereunder applicable on the Company. Accordingly Company has constitutedCorporate Social Responsibility Committee as per Section 135 of Companies Act 2013 andthe rules framed thereunder.
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:
|(a) Power and Fuel Consumption ||Current Year (2016-17) ||Previous Year (2015-16) |
|Electricity Purchased Units (Nos) ||4561051 ||4252135 |
|Total Cost (Rs.) ||36443447 ||34438420 |
|Rate per Unit (Rs.) ||7.99 ||8.10 |
|(b) Own Generation- (Through D.G. set) || || |
|Generated Units (Nos) ||1031745 ||231285 |
|Diesel Cost (Rs.) ||18849984 ||4066029 |
|Diesel Cost Per Unit (Rs.) ||18.27 ||17.58 |
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.
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.
safety health and environment
Your 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.
Your 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.
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.
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 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 2017:
|Name of Director ||Designation ||Remuneration ||Ratio |
|Mr. Jai Parkash Aggarwal ||Managing Director ||9.00 Lakhs ||4.17 |
|Mr. Vishal Aggarwal ||Joint Managing Director ||6.00 Lakhs ||2.78 |
|Mr. Sanjiv Kumar Agarwal ||Whole Time Director ||4.20Lakhs ||1.94 |
|Mr. Faquir Chand Gupta* ||Non-Executive Independent Director ||N.A. ||N.A. |
|Mr. Arunagshu Ghosh* ||Non-Executive Independent Director ||N.A. ||N.A. |
|Mrs. Anjana Mehra* ||Non-Executive Independent Woman Directo ||N.A. ||N.A. |
The Median remuneration of the employees for the Financial Year ending on 31stMarch 2017 is Rs. 2.16 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.
1. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: NotIncrease
2. The percentage increase in the median remuneration of employees in the financialyear: Not Increase
3. The number of permanent employees on the rolls of the Company: 178 Employees
4. 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 no increase in the remuneration/salary of the employees andalso there was no increase in the managerial remuneration.
5. The key parameters for any variable component of remuneration availed by thedirectors: The Executive Directors have not availed any variable component ofremuneration.
6. 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. 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. 8.5 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.
C. 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 are given below:
|Name of Employee ||Designation ||Salary per month (In Rs.) |
|Anil Jodhani ||Chief Financial Officer (CFO) ||60000 |
|Sanjay Kumar Gupta ||General Manager ||60000 |
|Vishal Aggarwal ||Managing Director ||50000 |
|Rajan Srivastava ||Marketing Manager ||50000 |
|G.S. Chauhan ||Personal & HR Manager ||50000 |
|Dilip Kumar Banka ||Purchase Manager ||46000 |
|Ajay Kumar Singh ||Finishing Incharge ||42000 |
|Pramod Singh ||Sr. Marketing Merchant ||40000 |
|Sanjiv Kumar Agarwal ||Whole Time Director ||35000 |
|S.R. Tatawat ||Knitting Manager ||35000 |
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. The
Company'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.
Acknowledgment & Appreciation
The company's growth is achieved with the continuous support of all the stakeholders.Your directors once again take this opportunity to first of all thank all the employees ofthe Company for their hard work dedication co-operation and support rendered towards theCompany. In today's world no company can grow without the support of their employees.
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 cooperation 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: 11th August 2017 |
|(Chairman & Managing Director) ||(Whole Time Director) ||Place: Faridabad |
|(DIN: 00226677) ||(DIN: 00227251) || |