The Directors have immense pleasure in presenting their 27th Annual
Report and the Audited Annual Accounts of the Company for the financial
year ended 31st March, 2012.
The salient features of the Company''s financial results during the year
are as under:
(Rs in Lacs)
PARTICULARS For the For the
Year Ended Year Ended
Sales / Revenue from Operations 10877.73 24997.82
Profit before Interest,
Depreciation & Tax 1337.44 2341.45
Less: Interest 65.05 205.61
Profit before Depreciation & Tax 1272.39 2135.84
Less: Depreciation 1202.21 1156.69
Profit/(Loss) before Tax 70.18 979.15
Less - Provision for Taxes
(including Deferred) 55.00 (711.51)
Profit/(Loss) After Tax 15.18 1690.66
Waiver of OCDs amount - 2828.00
Paid Up Share Capital 2900.00 2900.00
Reserve and Surplus (3126.21) (3141.39)
Adjusted Net Worth of the Company (226.21) (241.39)
EPS (In Rs )
- Basic & Diluted 0.05 5.83
During the financial year under review -
- the turnover of your company stood at Rs 108.78 Crores as against Rs
249.98 Crores in financial year ended on 31.03.2011 registering a
decrease by 56.48%. The turnover of the Company as at 31.03.2012 is not
comparable with last year as this financial year company has changed
the style of operation from direct sales to 100% Job Work for Bombay
Rayon Fashions Ltd. (BRFL).
- PBIDT decreased to Rs 1337.44 Lacs from Rs 2341.45 Lacs in the
- Interest cost reduced to Rs 65.05 Lacs from Rs 205.61 Lacs in the
In view of the accumulated losses, the Board of Directors does not
recommend any dividend for the year under review.
BOARD OF DIRECTORS
The Board of Directors has approved the payment of remuneration to Dr.
R.B. Baheti as non executive director
of Rs 1 Crore per annum payable monthly with effect from November 1,
2010 for a period of 3 years as approved by the shareholders.
Mr. Aman Agrawal, Mr. A. R. Mundra and Mr. T. N. Anand Reddy,
Directors, retire by rotation at the ensuing Annual General Meeting and
are eligible for re-appointment. Their re-appointment as Directors
liable to retire by rotation is submitted to the shareholders for their
approval in the ensuing Annual General Meeting.
Mr. A. V. Narasimha Reddy and Mr. S. Sreedhar Reddy, Directors resigned
from the Board w. e. f. 22nd September, 2011 and 19th October, 2011
respectively. The Board places on record its deep appreciation for
valuable contributions rendered by Mr. A. V. Narasimha Reddy and Mr.
S. Sreedhar Reddy during their tenure as Directors of the Company.
PERFORMANCE OF STI SANOH INDIA LIMITED - THE JOINT VENTURE COMPANY
Your Directors are pleased to inform that growth in the automobile
sector has resulted in an improved performance by STI Sanoh India
Limited, your Joint Venture Company with Sanoh Industrial Co. Limited.
During the year it recorded 9.54% growth in income at Rs114.44 Crores
(provisional) in comparison to Rs 104.47 Crores last year (Audited).
As a result of India''s expected GDP Growth during the current year and
targeted demand growth in automobiles and refrigeration industries in
2012-13, we expect the performance of the Joint Venture to be further
better in the current year.
AUDITORS Statutory Auditor
M/s. V.K. Beswal & Associates, Chartered Accountants having Firm
Registration Number 101083W the Statutory Auditors of the Company
retire at the ensuing Annual General Meeting and being eligible, offer
themselves for reappointment.
As per the requirement of the Central Government and pursuant to the
provisions of Section 233B of the Companies Act, 1956, the audit of the
cost accounts relating to the Product Textiles was required to be
carried out every year. The Company has appointed Cost Auditor Mr. R.G.
Goel, Cost Auditor, New Delhi, having Membership No. 9876 to audit the
cost accounts for the Financial year 2011-2012 i.e. from 01.04.2011 to
31.03.2012, pursuant to approval of Central Government vide their
letter dated 17.06.2011. Cost Audit report for the year ended 31st
March 2012 would be submitted to the Central Government within the
Pursuant to Cost Audit Report Rule, due date for filling of Cost Audit
Report for the year ended March 31, 2011 was September 27, 2011, which
was submitted to the Central Government on September 30, 2011.
The Company has re-appointed to Mr. R.G. Goel, Cost Auditor, New Delhi,
to audit the cost accounts for the financial year 2012-2013 i.e. from
01.04.2012 to 31.03.2013.
There are no specific observation in the Auditors'' Report requiring
further comments under Section 217 (3) of the Companies Act, 1956.
The Company has not accepted or renewed any deposit from public during
the year under review.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement of Section 217(2AA) of the Companies Act,
1956, your Directors hereby confirm that:
1. In the preparation of the Annual Accounts for 2011-12, the
applicable accounting standards have been followed with proper
explanations relating to material departures;
2. They 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 at the end of the financial year and of the loss of the
Company for the financial year;
3. They have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the
Companies Act, 1956 for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
4. They have prepared the annual accounts on a going concern basis.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO
As required under section 217(1)(e) of the Companies Act, 1956 read
with the Companies (Disclosures of Particulars in Report of Board of
Directors) Rules, 1988, particulars of Conservation of Energy,
Technology Absorption and Foreign Exchange Earnings and Outgo are given
in the Annexure-I which forms part of this Report.
PARTICULARS OF EMPLOYEES
Pursuant to the provisions of Section 217 (2A) of the Companies Act,
1956 read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the name of and other particulars of an employee is set out in
the Annexure-II to the Directors'' Report.
However, as per provisions of Section 219(1)(b)(iv) of the said Act,
the Annual Report excluding the aforesaid information is being sent to
all members of the Company. Any member, who is interested in obtaining
such particulars about an employee, may write to the Company Secretary
at Registered Office of the company.
Your Directors are committed to good corporate governance as a policy.
The Audit Committee, Investors Grievance cum Share Transfer Committee
and Remuneration Committee have been constituted, as required. A
detailed report on Corporate Governance is given in the annexure which
form part of this report.
The company provides a congenial and friendly atmosphere to its
employees to maintain cordial relations and motivate them to develop to
their full potential. Industrial Relations throughout the year were
During the year Mr. Rajkumar Bhavsar, Company Secretary has resigned
from the Company on 09th January, 2012 in whose place Board of
Directors appointed Mr. Deepesh Kumar Nayak, as Company Secretary of
the Company who will also acts as Compliance Officer of the Company,
w.e.f. 27thApril, 2012.
Your Directors place on record their sincere appreciation to the
Financial Institutions, Banks, Central and State Government
authorities, clients and shareholders for their support and
co-operation during the year.
For and on behalf of the Board of Directors
For STI India Limited
Place: Indore Dr. R.B. Baheti
Date : 04th May, 2012 Chairman