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STL Global
BSE: 532730|NSE: SGL|ISIN: INE353H01010|SECTOR: Textiles - General
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« Mar 10
Directors Report Year End : Mar '11
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
 
Source : Dion Global Solutions Limited
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