Directors' Report To The Members, Your board of directors has pleasure in presenting the 18th Annual Report together with the Audited Statement of Accounts of the Company for the financial year ended 31st March 2015 Performance of your Company STL GLOBAL LIMITED has been facing adverse factors from previous six-seven years and the last financial year was also not an exception for the textile industry as the company continued to face the adverse factors like lesser demand, suspension of production activities due to closure of plant and comparatively lesser recovery in the Indian textile industry against considerable revivals in the world economy. These adverse factors clubbed with huge burden of fixed overheads especially bank interest, depreciation & electricity etc. have forced the Company to incur losses in the last financial year also. Also due to halts in production activities the total income has diminished during last financial year. As you are already aware that in 2012 the company made a reference to BIFR on 05th July 2012 and it was registered in BIFR as Case No.37/2012 vide letter No. 3(S-8)/BC/2012 dated 02nd August 2012. Company's application in BIFR and AAIFR has already been rejected. Now the only hope remained with the management of your company is to bring the real estate project collaborator RPS on the settlement table and pull out cash flows from it. Results of the Company for the last financial year are as follows; total revenue for the year ended 31st March, 2015 has been increased to Rs. 79.08 Crores as compared to previous year's Rs. 71.82 Crores, hence there was a reasonable increase of approx. 10%. The Operating Loss before tax is Rs. 30.08 Crores during the year and No Provision for deferred tax has been made during the last financial year as there is no certainty of future taxable income. The Net Loss for the year was Rs. 30.08 Crores against a Net Loss of Rs. 28.88 Crores in the previous financial year. Dividend The Company has continued to incur heavy losses in the last financial year also due to adverse factors as stated above; hence the board of directors does not recommend any dividend for the financial year ended on 31st March 2015. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India, is presented in a separate section forming part of the Annual Report. (Annexure-I) Segment Reporting Business of the Company is segregated into two segments Textile & Real Estate Business and financial statement has been prepared in accordance with Accounting Standard-17 (segmental reporting) prescribed by the ICAI. Fixed Deposit As on 31st March 2015, no Fixed Deposits was held by the company. Listing and ISIN At present the Equity Shares of the Company are listed at Bombay Stock Exchange Limited (BSE), Mumbai and National Stock Exchange of India Limited (NSE), Mumbai. The Annual Listing Fees for the year 2015-2016 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 Share Capital There was no change in the Authorized Share Capital of the Company during last financial year and it remains unchanged at Rs.42,00,00,000/- (Forty Two Crores only) divided into 4,20,00,000 (Four Crores Twenty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten) each. The paid-up share capital of the Company as on 31st March 2015 was also remains unchanged at Rs. 27,22,17,975/- consisting of 26990915 fully paid up Equity shares of 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.207-208, Sector-58, Faridabad, Haryana-121004 (India). Shareholders are requested to please take a note of the above. Corporate Governance Corporate Governance is the combination of voluntary practices, disclosures and compliance with laws as may be applicable to the company leading to effective control and management of a Company. Your Company believes that Corporate Governance balances the interest of all stakeholders of a company and satisfies the tests of accountability, transparency and fair play. The Company's Philosophy on Corporate Governance is to operate for the benefit of all its stakeholders, including shareholders, customers, lenders, creditors, employees, government authorities and the community and to conduct its business in a transparent, ethical and fair manner. Your Board of Directors considers itself the trustee of Company's shareholders and always aims at maximizing the shareholders' value and protecting the interest 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 Governance as stipulated under Clause-49 of the Equity Listing Agreement with stock exchanges. The copy of certificate obtained from Statutory Auditor's of the Company dated 29.05.2015 confirming the compliance of the conditions of Corporate Governance by the Company is also attached with this report. Formation of various Committees Details regarding various committees constituted by the Board of directors are given in the Corporate Governance report annexed herewith and forms part of this director's report. Directors During the last financial year Mr. Anil Mahajan ceased to be nominee Director of the Company as his office vacated on 14/08/2014 and Mr. Arunagshu Ghosh was appointed as an independent director of the Company w.e.f 17.01.2015 and also Mrs. Anjana Mehra appointed as an Independent Woman Director of the Company w.e.f 17.01.2015. Hence at present the total strength of the Board of directors is Six directors out of which three are executive directors and three are non-executive & independent directors. Retirement by rotation There are three rotational directors in the company at present; hence in accordance with the provisions of Section 149(13) of the Companies Act, 2013, which states that the provision of sub-sections (6) and (7) of section 152 in respect of retirement of Directors by rotation shall not apply to the appointment of Independent Directors. Hence one director shall retire by rotation in the forthcoming 18th AGM. So Mr. Jai Parkash Aggarwal, Managing director of the Company shall retire by rotation at the forthcoming 18th Annual General Meeting and being eligible, he has offered himself for re-appointment. A brief resume of director, containing their age, qualifications and experience is already given in the annexure to the notice convening forthcoming 18th Annual General Meeting. The resolution contained at item no. 2 of the notice is being proposed for his re-appointment as director at the forthcoming Annual General Meeting of the Company. The board recommends his re-appointment. Director's Responsibility Statement To the best of knowledge and belief and according to the information and explanations obtained 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 standards have been followed along with proper explanations relating to material departures. 2. That the directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company as on 31st March 2015 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 of adequate accounting records in accordance with the provisions of Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting frauds and other irregularities. 4. That the directors have prepared the annual accounts on a going concern basis. Subsidiary Companies STL Global Limited does not have any subsidiary companies at present. Auditors and Auditor's Report M/s M. M. Goyal & Co., Chartered Accountants, New Delhi, the Statutory Auditors of Company shall retire at the forthcoming 18th Annual General Meeting and are eligible for re-appointment. The Audit Committee and Board of Directors, recommend their appointment as statutory auditors of the Company in the forthcoming annual general meeting. They have confirmed their eligibility for reappointment 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 and therefore do not call for any further comments. Cost Auditors As per the requirement of Central Government and pursuant to Section 148 of the Companies act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company is not required to carry out audit of cost records. Secretarial Audit Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made there under, the Company has appointed Savita Trehan, Company Secretary to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed herewith as part of Director's Report as (Annexure-II). As per Secretarial Audit Report, the Board was not constituted properly during last financial year till 17.01.2015. Reason being the Independent Director resigned during the last year and the Directors of the company searching for the suitable professional candidate for the Board of Directors of the Company. But w.e.f 17/01/2015 the Board was duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Woman Directors as per Companies Act, 2013 and as per Listing Agreement when two Independent Directors were appointed by the board one out of them was Independent Woman Director. Internal Audit: The Company has appointed Mr. Naveen Bansal, Chartered Accountant as Internal Auditor of the Company who has conducted the audit and submits their report on time to time before the Audit Committee including 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 required under Section 92 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and administration) Rules, 2014, is included in this Report as (Annexure- IV) and forms an integral part of this Report. CORPORATE SOCIAL RESPONSIBILITY Your Company sincerely believes that growth needs to be sustainable in a socially relevant manner. Today's business environment especially in India therefore demands that Corporates play a pivotal role in shouldering social responsibility. Your Company is committed to its endeavor in social responsibilities for benefit of the community. Although your company is not covered under the Category made by law for companies to do CSR but being a responsible part of society our company take care of CSR as much as possible. Particulars regarding conservation of energy, technology absorption and foreign exchange 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 is provided as under: A. CONSERVATION OF ENERGY During last financial year also the Company has made continuous efforts in order to ensure optimum utilization of fuel and electricity. a. Energy conservation measures taken: The Company has been continuously making its best efforts for energy conservation like Energy saving tubes and other 'less electricity consuming' electronic devices are installed in the Plant in a phased manner for this purpose. The Department wise monitoring of energy consumption is regularly conducted in order to save power cost and for optimum utilization of available resources. B. PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH & DEVELOPMENT STL Global Limited is working with best available technology in all of its production activities viz. knitting, dyeing etc. The Company has an full time specialized and dedicated, independent Research & Development department for its production divisions, which regularly provide suggestions for reducing the cost of production and improving quality of products. The present technology is also being updated from time to time as and when required and the company is also taking full advantage of implementation of information technology through the plant-wide network for quicker decision making and faster 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 identified by use of words like expect, anticipate, believes, intends, projects, plans or other words of similar meaning. These forward looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized. Company assumes no responsibility to publicly amend, modify or revise any of the forward looking statement on the basis of any subsequent developments, information or events. Management is also of the opinion that quarter to quarter performance comparison would not be an ideal way of reviewing the Company's performance in view of the changing transaction dynamics which might result into some of the key assignments getting stretched and the incidence of the revenues may either pass over to next quarter or pushed on to a longer time scale than anticipated. Safety, Health and Environment Safety Your Company believes that safety is an integral part in the efficient business management; hence it has benchmarked its processes to the highest standards of safety. Adequate Controls are made at workstation to safeguard the interest of employees. Prompt and regular efforts with respect to safety, training and education are your company's commitment to the safety. The employees working on the production floor are required to undergo a mandatory training in their respective department. Also various other efforts are being taken continuously for improving safety at the plant and these efforts include continuous safety trainings with internal & external faculties, on-the-job training for technicians and safety awareness among employees etc. Health Your Company has built sufficient infrastructure in order to provide necessary medical care to the employees working at all levels. The medical checkups are also done before recruitment of any new person. A first-aid box is always available in all the departments and normal medical checkups are regularly conducted. The employees are also imparted with health education from time to time. The company is committed to safe and healthy life of its employees. Environment STL Global limited and its management are fully committed to provide a safe and healthy working environment inside the Company as well outside. The Company regularly complies with all rules & regulations regarding protection of the environment of its outside surrounding area. Your Company is also committed to prevent wasteful use of natural resources and to minimize the dangerous impacts of any of its activities e.g. production, development, use & disposal of products and other services on the environment. The Company always ensures that highest standards of environmental management are being maintained. The company regularly participates in plantation activity in the vicinity. SHE Committee STL Global limited had a SHE Committee (Safety, Health & Environment Committee) that comprises of members from the senior management of Company. The SHE Committee is mainly responsible for ensuring safe and healthy environment within the Company and its neighboring area, and also for complying with all applicable regulatory requirements in this regard. The Company is also fully committed to make its contribution in the Social and Economic Development of the community located in vicinity of its operations and to provide assistance for improving the quality of their life and optimum utilization of resources. Personnel The Management of the company express its gratitude to all the employees of the Company, who have worked tirelessly to achieve the desired goals set up by the organization and contributed in over all performance & development of the Company. Company treat its employee like its asset. The Company's relations with employees are always cordial, the employees are regularly provided with internal & external trainings and more responsibility is being entrusted to them thereby involving them in day-to-day decision making. The true spirit of trust, commitment, dignity, transparency and opportunity to explore & achieve their dreams gives the employees an encouragement and yearning to perform better. The number of employees as on 31st March 2015 was 195. There are no employees during the period drawing remuneration specified under Section 134 of the Companies Act, 2013. As such, no particulars are required to be furnished. Acknowledgement 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 of the Company for their hard work, dedication, co-operation and support rendered towards the Company. The board of directors also wants to express its gratitude towards the Company's Bankers, Financial Institutions, Central and State Government Authorities & Officials, Customers, Vendors, Traders, Solicitors, Advisors and to our well wishers for their support and co-operation during the period under review. And also to you, our dear shareholders, we are extremely grateful for your continuous support and confidence. For and on behalf of the Board of Directors Sd/- J. P. Aggarwal (Chairman cum Managing Director) (DIN: 00049237) Sd/- Vishal Aggarwal (Joint Managing Director) (DIN: 00226677) Place: Faridabad Date: 10th August 2015 |