The Members,
The board of directors has pleasure in presenting the 14th Annual
Report together with the Audited Statement ofaccounts of the Company
forthefinancialyearended31-March 2011.
The Financial Results of your company for the year ended on31-March
2011 are as follows:
(Rs. in Crores)
Year Ended March 31st 2011 2010
Sales and Other Income 163.52 277.68
Expenditure 227.08 306.27
Profit/(Loss) (Before Depreciation and Tax) (63.56) (28.59)
Depreciation 11.76 8.86
Profit/(Loss) before Tax (75.32) (37.45)
Provision for Tax 0.00 0.01
Provision for Deferred Tax (22.83) (9.77)
Provision for Fringe Benefit Tax 0.00 0.00
profit/(Loss)AfterTax (52.49) (27.69)
Performance of your Company
The company has been facing adverse factors from previous two-three
years and the last financial year was not an exception as the company
continued to face the adverse factors like lesser demand, suspension of
production activities due to shifting of plant, closure of ''Woven
Process House'' & ''Readymade Garments'' divisions and comparatively
lesser recovery in the Indian textile industry against significant
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. There has been a considerable downfall in the
''Sales & Other Income'' alsoduring the lastfinancial year.
As there were continuous losses in the Company due to adverse factors,
the board of directors decided to make a reference to the Corporate
Debt Restructuring (CDR) Cell for approving a Restructuring Package for
the Company and Corporate Debt Restructuring (CDR) Cell has already
approved the Restructuring Package to the Company vide LOANo.
CDR(JCP)No.7626/2010-11 dated 24th February 2011. Interms of the
restructuring package approved by CDR Cell the Company has to dispose
off the land and building including plant & machinery of Unit No.2 of
the Company situated at Plot No. 4, Sector-6, Faridabad Haryana and the
proceeds shall be used for repayment of Term Loans of the Banks and
Financial Institutions. Hence during the period under review there were
financial pressures on the Company which have badly affected the
working of the Company.
Results of the Company for the last financial year are as follows;
total income for the year ended 31st March, 2011 has been reduced to
Rs. 163.52 Crores as compared to previous years'' Rs. 277.68 Crores,
hence there was a decline of appox. 41.11% and this was because of
complete closure of the Woven Process House division. The Operating
Loss before tax was increased to Rs. 75.32 Crores during the last year
and Provision for taxation was Rs. (22.83) Crores during the year. The
Net Loss for the year was Rs. 52.49 Crores against a Net Loss of Rs.
27.69 Crores in the previous financial year.
Dividend
As the Company has incurred heavy losses in the last financial year due
to adverse factors as mentioned above, and there were no revenues from
the IT Park Project also, hence the board of directors does not
recommend anydividend for the financial year ended on 31-March 2011.
Fixed Deposit
During the last financial year the Company has not accepted any fixed
deposits under Section 58Aof the CompaniesAct, 1956 read with Companies
(Acceptance of Deposit, rules)1975.
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 year2011-2012has
already been paid by the Company to the stock exchanges.
The Company''s shares are compulsorily traded in De-Materialized form.
The ISINforfully paid-upequity 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 2011 was also
remains unchanged at Rs. 27,22,17,975/-consisting of 26990915fully
paid upEquity shares of Rs.10/-each and 461765 partly paid
upEquitySharesofRs.5/-each.
Address of corporate office
At present the Corporate Office of the company is situated at Plot
No.4, Sector-6, Faridabad, Haryana- 121006 (India). However in
accordance with CDR package the land & building situated at above
address is proposed to be sold as already mentioned above and the
Corporate Office is proposed to be shifted to Plot No.207, 208,
Sector-58 Faridabad, Haryana (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 theinterest of allotherstakeholders.
The report on Corporate Governance is annexed and forms part of this
Directors'' Report (Annexure - II I).
The Company has been continuously 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 28.05.2011
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
The total strength of the Board of directors remains unchanged at seven
directors out of which three are executive directors and four are
non-executive & independent directors. During the last financial year
also there was no change in the board. In the last Annual General
Meeting Company has appointed Mr. J. P. Aggarwal and Mr. S.K. Aggarwal
as Chairman cum Managing Director and Whole Time Director of the
Company respectively subject to the approval of central government,
accordinglywe applied forthesame and approval of Central Government has
already been obtained as per approval letter dated 14th March 2011.
Retirement bv rotation
There are six rotational directors in the company at present; hence in
accordance with the provisions of Companies Act, 1956 and Articles of
Association of the Company two directors shall retire by rotation in
the forthcoming 14th AGM. So Mr. Vishal Aggarwal and Mr. Jagmohan Lai
Agarwal, directors of the Company shall retire by rotation at the
forthcoming 14th Annual General Meeting and being eligible, they have
offered themselves for re-appointment. A brief resume of both the above
directors, containing their age, qualifications and experience is
already given in the annexure to the notice convening forthcoming
14thAnnual General Meeting.
The resolutions contained at item no. 2 and 3 of the notice are being
proposed for their re-appointment as directors at the forthcoming
Annual General Meeting of the Company. The board recommends their re-
appointment.
Director''s Responsibility Statement
Pursuant to the provisions of Section - 217(2AA) of the Companies Act,
1956 and on the basis of information and advice received, the board of
directors hereby state and confirm:
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 2011 and of the profit or
loss of the company for theyearendedonthatdate.
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, 1956 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 14th 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. The company had already received a
confirmation from the statutory auditors that their appointment if
made, will be within the limits prescribed under Section 224(1 B) of
the CompaniesAct,1956.
Notes to the accounts referred to in the auditor''s report are self
explanatory and therefore do not call for anyfurtherexplanations as
required undersection217(3)oftheCompaniesAct, 1956.
Groupforinter-setransferofshares
In accordance with the provisions of clause 3(e) of the Securities and
Exchange Board of India (substantial acquisition of shares and
takeovers) regulation, 1997, the persons constituting group (within the
meaning as defined in the Monopolies and Restrictive Trade Practices
Act, 1969) for the purpose of availing exemption from the applicability
of the provisions of regulations 10 to 12 of the aforesaid SEBI
regulations are given at Annexure-I attached herewith and the said
Annexure-I forms part of this Director''s Report.
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 217(1)(e) of the
Companies Act 1956, read with Companies (Disclosure of particulars in
the report of Board of Directors) Rules1988,isprovidedasunder:
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 taking its best efforts for energy
conservation; such as (i) energy saving tubes and other ''less
electricity consuming'' electronic devices are installed in the Plant in
a phased manner for this purpose, (ii) Department wise monitoring of
energy consumption is regularly conducted in order to save power
cost etc.
B. PARTICULARS WITH RESPECT TO TECHNOLOGY ABSORPTION, RESEARCH &
DEVELOPMENT
The Company is working with best available technology in all of its
production activities viz. knitting, dyeing etc. Your Company also has
an independent Research & Development department for its production
divisions, which regularly provide suggestions for minimizing the cost
of production and improving quality of products. The present technology
is also being updated from time to time as and when required.
The Company is also taking full advantage of implementation of
information technology through the plant- wide networkfor 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 - II 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 orotherwords 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 basisof any subsequent developments,
information orevents.
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 essential part in the efficient
business management; hence it has benchmarked its processes to the
highest standards of safety. 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
The 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.
Environment
Your company 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
alwaysensuresthathigheststandardsof environmental management are being
maintained.
SHE Committee
The Company has already constituted 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
neighbouring 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.
Personnel
The board of directors once again sincerely acknowledges the devotion
of all employees of the Company, who have contributed in the
performance & development of the Company. 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.
Thenumberof employees ason31stMarch 2011 was255.
The information as per section 217(2A) of the Companies act, 1956 read
with Companies (particulars of employees) rules 1975 is NOT APPLICABLE
to your Company.
Acknowledgement
The board of directors once again takes this opportunity to first of
all thank all the employees of the Company fortheir 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
the continuous support and confidence.
For and on behalf ofthe Board ofDirectors
Sd/- Sd/-
J. P. Aggarwal Vishal Aggarwal Date: 10th August 2011
(Chairman cum
Managing Director1 (Joint Managing Director) Place:Faridabad
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