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STI India Ltd. Mutual Fund Holding
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Year End :2018-03 

Dear Members,

The Directors are pleased to present the 33rd Directors’ Report on the business and operations of your Company along with the audited standalone financial statements for the year ended 31st March, 2018.

FINANCIAL PERFORMANCE

The salient features of the Company’s financial results during the year are as under: (Rs. in Lacs)

Particulars

For the year ended on 31st March, 2018

For the year ended on 31st March, 2017

Sales / Revenue from Operations

3732.83

4697.19

Profit/(Loss) before Interest, Depreciation & Tax

(332.26)

(400.33)

Less: Interest

0.39

0.30

Profit/(Loss) before Depreciation & Tax

(332.65)

(400.63)

Less: Depreciation

400.84

397.38

Profit/(Loss) before Tax

(733.49)

(798.01)

Less - Provision for Taxes (including Deferred)

-

-

Profit/(Loss)After Tax

(733.49)

(798.01)

Paid Up Share Capital

2900.00

2900.00

Adjusted Net Worth ofthe Company

(1533.67)

(800.18)

EPS (In Rs.) Basic & Diluted

(2.53)

(2.75)

OPERATIONAL PERFORMANCE

During the financial year under review the turnover of your company stood at Rs. 3732.83 Lacs in financial year 2017-18 as against Rs. 4697.19 Lacs in financial year ended on 31st March, 2017 registering a decrease by 20.53%. PBIDT increased to Rs. (332.26) Lacs from Rs. (400.33) Lacs in the previous year. Interest cost increased to Rs. 0.39 Lacs from Rs. 0.30 Lacs in the previous year.

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31st March, 2018 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company’s state of affairs, profits and cash flows for the year ended 31st March, 2018.

MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT

There are no material change and commitment, affecting the financial position of the Company which has occurred between the end of the financial year of the Company to which the financial statements relate and the date of this report other than those disclosed in the financial statements.

DIVIDEND

Considering the accumulated losses, the Board of Directors does not recommend any dividend for the year 31st March, 2018.

FIXED DEPOSITS

The Company has not accepted or renewed any deposit from the public during the year under review and no amount of principle or interest was outstanding as on the balance sheet date.

SHARE CAPITAL

The paid up equity share capital of the Company as on 31st March, 2018 stood at Rs. 2900.00 Lacs. During the year under review, the Company has neither issued shares with differential voting rights nor granted any stock options / sweat equity. None of the Directors of the Company hold shares or any other securities of the Company as on the date of this report.

During the year under review, no Stock Options were granted, vested or exercised. No Stock Options are in force as on date. Hence, there are no disclosures required to be made pursuant to the applicable requirements of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014.

CHANGE IN NATURE OF BUSINESS

Company continues to operate only in one segment i.e. Textile and there is no change in nature of Business of the Company. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment / Re-appointment Mr. Aman Agrawal

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company’s Article of Association, Mr. Aman Agrawal, Director of the Company is liable for retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment. The Board recommends his reappointment.

Brief profile of Mr. Aman Agrawal is given in the notice of Annual General Meeting

Cessation Dr. R. B. Baheti - Chairman and Non-executive Director

During the year under review, Dr. R. B. Baheti, Director had resigned from the Directorship & Chairmanship of the Company w.e.f. 21st February, 2018 in view of his pre-occupations and commitments. The Board placed on records its deep appreciation and gratitude for the invaluable contributions made by Shri Dr. R. B. Baheti during his tenure as Director and Chairman of the Company.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees and reimbursement of expenses incurred by them for the purpose of attending meetings of the Company.

Except above, there is no change in the Board of Directors of the Company.

KEY MANAGERIAL PERSONNEL

In terms of section 203 of the Companies Act, 2013, the following are the Key Managerial Personnel (KMP) of the Company:

01. Mr. Prashant Agrawal : Managing Director

02. Mr. Mukesh Maheshwari : Chief Financial Officer

03. Mr. Deepesh Kumar Nayak : Company Secretary

No KMP has been appointed or has retired or resigned during the year.

DECLARATION FROM INDEPENDENT DIRECTORS

The Independent Directors Mr. A. Arumugham, Mr. Suresh Shankar Vishwasrao and Mr. John Mathew have submitted their declaration to the Board that they fulfill the criteria as stipulated in Section 149(6) of the Companies Act, 2013 and Regulation 16(1 )(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as “Listing Regulations”), so as to qualify themselves to be appointed/continued as Independent Directors. BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees.

A separate exercise was carried out to evaluate the performance of directors individually, including Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgment, safeguarding the interest of the Company and its minority members etc. The Performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and Non-executive Independent Directors was also carried out by the Independent Directors at their separate meeting. The Directors expressed their satisfaction with the evaluation.

INDEPENDENT DIRECTOR’S FAMILIARIZATION PROGRAMME

The Company continued with its Independent directors’ familiarization program, when needed, for familiarizing them with company’s operations, regulatory and critical aspects which would enable them to effectively discharge responsibilities and functions conferred on them. Policy about familiarization Programme is placed on the Company’s website and its web link is http://www.stitextile.net.

CRITERIA AND POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Nomination and Remuneration Committee (NRC) is responsible for developing competency requirements for the Board based on Industry and Strategy of the Company. The Board composition analysis reflects in depth understanding of the Company’s strategies, environment, operations, financial conditions, compliance requirements, etc. In terms of Section 178(3), (4) of the Companies Act, 2013 and LODR Regulations, NRC has formulated criteria for determining qualifications, positive attributes and Independence of Directors which are as follows:

a. Qualifications: The Board nomination process encourages diversity of thought, experience, knowledge, age and gender. It also ensures that the Board has an appropriate blend of functional and industry expertise, personal, professional or business standing.

b. Expertise: The person to be chosen as a Director shall have relevant expertise in the fields of textile, information technology, sales /marketing, finance, taxation, law, governance and general management.

c. Positive Attributes: Apart from the duties of Directors as prescribed in the Companies Act, 2013, Directors are expected to demonstrate high standards of integrity, ethical behavior and independent judgment. The Directors are also expected to abide by the applicable code of conduct.

d. Independence: The Committee satisfies itself with regard to the criteria for independence of the Directors as required under applicable statutes in order to enable the Board to discharge its function and duties effectively.

e. Reappointment: In case of reappointment of Non-Executive and Independent Directors, the NRC and the Board takes into consideration the performance evaluation of the Director and his/her engagement level.

The Company has formulated and adopted the Nomination and Remuneration Policy in accordance with the provisions of the Companies Act, 2013 read with the Rules issued thereunder and the Listing Regulations.

The said Policy of the Company, inter alia, provides that the Nomination and Remuneration Committee shall formulate the criteria for appointment of Executive, Non-Executive and Independent Directors on the Board of Directors of the Company and persons in the Senior Management of the Company, their remuneration including determination of qualifications, positive attributes, independence of Directors and other matters as provided under sub-section (3) of Section 178 of the Companies Act, 2013 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

DIRECTOR’S RESPONSIBILITY STATEMENT

In terms of Section 134(5) of the Companies Act, 2013, your Directors would like to state:

(a) that in the preparation of the annual financial statements for the year ended 31st March, 2018, the applicable accounting standards read with requirements set out under schedule III to the Act, have been followed along with proper explanation relating to material departures, if any;

(b) that such accounting policies as mentioned in the Notes to the Financial Statements have been selected and applied consistently and judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the (loss) of the Company for the year ended on that date;

(c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) that the annual financial statements have been prepared on a going concern basis;

(e) that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

(f) that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

NOMINATION AND REMUNERATION POLICY

The Board of Directors has formulated a Policy which lays down a framework for selection and appointment of Directors and Senior Management and for determining qualifications, positive attributes and independence of Directors.

The Board has also formulated a Policy relating to remuneration of Directors, members of Senior Management and Key Managerial Personnel.

Both policies are available for inspection by members at the Registered Office of the Company during working hours up to the date of the Annual General Meeting and shall be made available to any members on request.

MEETING OF BOARD OF DIRECTORS

During the year under review, 04 (Four) Board Meetings were convened and held on 08*1 May, 2017, 04*1 August, 2017, 07th November, 2017 and 31st January, 2018. The details in respect of attendance of directors, sitting fees etc. are given in the Corporate Governance Report which forms part of the Annual Report.

The intervening gap between the above said meetings was within the timelines as stipulated under the Companies Act, 2013 and Regulation 17 of the Listing Regulations.

COMMITTEES OF THE BOARD

The Board of Directors has the following mandatory Committees:

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders’ Relationship Committee; and

4. Corporate Social Responsibility Committee.

COMPOSITION OFAUDIT COMMITTEE

The Audit Committee consists ofthe following members:

Mr. A. Arumugham : Chairman, Independent Director

Mr. John Mathew : Member, Independent Director

Mr. Suresh S. Vishwasrao : Member, Independent Director Mr. A. R. Mundra : Member, Non-executive Director

The composition of the Audit Committee is in alignment with provisions of Section 177 ofthe Companies Act, 2013 read with the Rules issued thereunder and Regulation 18 of the Listing Regulations. The members of the Audit are financially literate and have experience in financial management.

There are no qualifications and observations raised by Audit Committee which required any comments from the Board or Management ofthe Company.

Further detail on the Audit Committee is being provided in the Report on Corporate Governance forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

In compliance with the requirements of Section 135 of the Companies Act, 2013, the Company has constituted Corporate Social Responsibility (CSR) Committee, which is responsible for fulfilling the CSR objectives. The Composition of committee is as under:

Mr. A. Arumugham : Chairman, Independent Director

Mr. A. R. Mundra : Member, Non-executive Director

Ms. Prachi Deshpande : Member, Non-executive Director Dr. R. B. Baheti, Director has resigned from the membership of the Committee w.e.f. 21st F ebruary, 2018.

As the Company has no average net profit during the immediately preceding last three financial years, the provisions of section 135 of the Companies Act, 2013 with respect to contribution for CSR activities were not applicable to the Company during the financial year under review.

The details of other committees of the Board viz. Nomination and Remuneration Committee, Stakeholders Relation Committee are given in the Corporate Governance Report which forms part of this report.

AUDITORS Statutory Auditor

M/s V. K. Beswal & Associates, Chartered Accountants, Mumbai were appointed as Statutory Auditors of the Company at the 30th AGM. M/s V. K. Beswal & Associates have confirmed their eligibility and qualification required under section 139, 141 and other applicable provisions of the companies act, 2013 and rules issued thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

Pursuant to Notification issued by the Ministry of Corporate Affairs on 07th May, 2018 amending section 139 of the Companies Act, 2013 and the Rules framed thereunder, the mandatory requirement for ratification of appointment of Auditors by the Members at every Annual General Meeting (“AGM”) has been omitted, and hence the Company is not proposing an item on ratification of appointment of Auditors at this AGM.

The Auditor’s Report does not contain any qualification, reservation or adverse remark on the financial statements for the year ended March 31, 2018. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

The statutory auditors have not reported any incident of fraud under section 143(12) of the Companies Act, 2013, to the Audit Committee of the Company during the year under review.

Secretarial Auditor

As per requirements of Section 204(1) of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors of the Company has appointed M/s Rao Saklecha & Co., Practicing Company Secretary, Indore (C.P. No. 6434) as the Secretarial Auditor ofthe Company to conduct Secretarial Audit of the compliance of applicable statutory provisions and adherence to good corporate governance practice by the Company.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark. The statements made by the Auditors in their Report are self - explanatory and do not call for any further comments.

The secretarial auditors have not reported any incident of fraud under section 143(12) of the Companies Act, 2013, to the Audit Committee of the Company during the year under review.

The report of the Secretarial Auditor for the financial year 2017-18 is annexed to this report as Annexure - I.

Internal Auditor

As per requirements of Section 138(1) of the Companies Act, 2013 read with rule 13 of the Companies (Accounts) Rules, 2014, the Board of Directors of the Company has appointed M/s Fadnis & Gupte, Chartered Accountants, Indore as Internal Auditor of the Company to conduct Internal Audit of business processes, financial reporting & controls, compliance with applicable laws, regulations etc.During the year under review, no material or serious observation has been received from the Internal Auditors ofthe Company.

Cost Auditor

The Ministry of Corporate Affairs (MCA) vides Notification dated 31st December, 2014 made amendment in the Companies (Cost Records and Audit) Rules, 2014, through Companies (Cost Records and Audit) Amendment Rules, 2014. As per the said amendment rules, our Company is exempted from the requirement to conduct Cost Audit. Therefore, the Company did not appointed Cost Auditor for financial year 2017-18.

CEO / CFO CERTIFICATION

In terms of Regulation 17 of the Listing Regulations, a Compliance Certificate duly signed by the Managing Director and Chief Financial Officer of the Company, on the financial statements and internal controls relating to financial reporting has been obtained and annexed with the corporate governance report.

INDUSTRIAL RELATIONS AND CORPORATE GOVERNANCE

The company provides a congenial and friendly atmosphere to its employees to maintain cordial relations and motivate them to develop their full potential. Industrial Relations throughout the year were very peaceful & cordial.

To upgrade human skills and improve their efficiencies, the Programs like Safety First, various sports tournaments, inbound & outbound training programs, recreational and team building activities, etc. are part of the total employee experience helping to promote individual wellness while balancing the needs of the work, family and society.

Your directors are also committed to good corporate governance as a policy. As per Regulation 34(3) read with schedule V of the Listing Regulations, a detailed report on Corporate Governance is given in the annexure which forms part of this report as Annexure II.

The requisite certificate from the Statutory Auditors of the Company confirming compliance with the conditions of corporate governance is annexed with the report on corporate governance.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information’s on conservation of energy, technology absorption and foreign exchange earnings and outgo as stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of the Companies (Accounts) Rules, 2014, is annexed and marked as Annexure - III.

EXTRACT OF ANNUAL RETURN

The extracts of Annual Return (MGT - 9) pursuant to the provisions of Section 92 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is furnished in Annexure - IV to this Report.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were on arm’s length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the company at large.

As per provisions of sub-section (1) of Section 188 read with the Companies (Meeting of Board and its Powers) Rules, 2014 and further amendment thereof, the Company has obtained the prior omnibus approval of Audit Committee, Board of Directors and members for all material related parties transactions.

Further, the statement giving details of all related party transactions entered into pursuant to the omnibus approval so granted has been placing before the Audit Committee and the Board of Directors for review on a quarterly basis.

The details of the related party transactions as per Indian Accounting Standards (IND AS) - 24 are set out in Note 32 to the Standalone Financial Statements ofthe Company.

Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules, 2014, particulars of contracts or arrangements with related party (ies) are given in the prescribed Form - AOC - 2 which is annexed and marked as

Annexure - V.

The policy on Related Party Transactions as approved by the Board is hosted on the Company’s website www.stitextile.net.

PREVENTION OF INSIDER TRADING

The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors and designated employees of the Company. The Code requires pre-clearance for dealing in the Company’s shares and prohibits the purchase or sale of Company’s shares by the Directors and the designated employees while in possession of unpublished price sensitive informations in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation ofthe Code.

All Directors and the designated employees have confirmed compliance with the Code.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

During the year under review, the Company has provided corporate guarantee in connection with credit facilities availed by its holding company from banks. The terms and conditions of the guarantee so given are not prejudicial to the interest of the Company and in line with the provisions of the act. There is no transaction of loan and investment during the year under review.

HOLDING, SUBSIDIARY, JOINT VENTRES & ASSOCIATES COMPANIES.

Your Company continues to be the subsidiary of Bombay Rayon Fashions Limited (BRFL). The Company does not have any subsidiary, Joint Venture and Associates Company.

INTERNAL CONTROL SYSTEM AND AUDIT

The Company has appropriate Internal Control System for business processes, financial reporting & controls, compliance with applicable laws, regulations etc. The Internal Control System of the Company is designed to prevent operational risks through a framework of internal controls and processes. Our internal control system ensures that all business transactions are recorded in a timely manner, the financial records are complete, resources are utilized effectively and our assets are safeguarded. We have developed robust policies, procedures, checks and balances to bring in discipline in day-to-day functions, for accurately and timely compilation of data.

In addition, the Company has appointed M/s Fadnis & Gupte, Chartered Accountants, Indore as the Internal Auditors of the company. The Internal Audit conducts on monthly basis and the reports of auditor is placed before the Audit Committee in its next meeting. The internal audit ensures safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths in all areas. Further, Internal Auditors observations and findings are discussed with the concerned departments head and suitable corrective actions are taken as per the directions of Audit Committee on an ongoing basis to improve efficiency in operation. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

RISK MANAGEMENT

The Company has in place a mechanism to inform Board Members about the risk assessment and minimization procedures and periodical review to ensure that executive management controls risks by means of a properly defined frame work. As required under Regulation 17 of Listing Regulations, the Company has formulated a Policy on Risk Management.

CASH FLOW ANALYSIS

In conformity with the provisions of Regulation 34 of the Listing Regulations, the Cash Flow Statement forms part of annual report.

ENVIRONMENT AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company’s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

In order to prevent sexual harassment of women at work place, a new act the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. As per the said act, every company is required to set up an Internal Complaints Committee (ICC) to look into complaints relating to sexual harassment at work place of any women employee.

Accordingly, the Company has adopted a policy for prevention of Sexual Harassment of Women at workplace and has set up an Internal Complaints Committee for implementation of said policy. There were no incidences of sexual harassment reported during the year under review.

WHISTLE BLOWER POLICY

In compliance of the requirements of Section 177 of the Companies Act, 2013 and as a measure of good corporate governance practice, the Board has formulated a Whistle Blower Policy. The policy comprehensively provides an opportunity for any employee / director of the Company to raise any issue concerning breaches of law, accounting policies or any act resulting in financial or reputation loss and misuse of office or suspected or actual fraud. The policy provides for adequate safeguard against victimization of employees and directors who avail of vigil mechanism and also provide for direct access to the Audit Committee.

POLICIES AS PER SEBI LISTING REGULATIONS

As per requirements of provisions of Listing Regulations the Company has adopted the following policies:

- Policy for Preservation of Documents.

- Policy for Determination and Disclosure of Material Events.

- Archival Policy.

- Policy on Material Related Party Transactions.

- Familiarization Programme for independent directors.

As, the Company does not have any subsidiary, hence not formulated policy on material subsidiary.

BUSINESS RESPONSIBILITY REPORT

The Business Responsibility Reporting as required by Regulation 34(2)(f) of the Listing Regulations, is not applicable to your Company for the financial year ending March 31, 2018.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS OF THE COMPANY

Debt Recovery Tribunal (DRT) in the matter of Oriental Bank of Commerce (OBC) (Erstwhile Global Trust Bank, GTB) & Gujarat State Co-operative Cotton Federation Limited (GUJCOT), passed an order dated 01st December, 2014 against the GUJCOT (Defendant No. 1) & STI India Limited (Defendant No. 2).

Then, STI preferred an appeal before the Debts Recovery Appellate Tribunal (DRAT), against said order of DRT. The Learned DRAT, by an order dated 14th December, 2015, adjourned the said Appeal proceedings on the ground that the matter was seized up by BIFR. Next date ofhearing in DRAT is 13th June, 2018.

Then, following the order of DRT and despite of pending the Company’s appeal before the DRAT, Mumbai, the Recovery Officer (RO), Ahmedabad issued an impugned Order dated 31st January, 2018. By the said Impugned Order, the Recovery Officer has inter alia attached the all bank accounts of the Company and further passed an Order of Attachment dated 31st January, 2018, attaching the movable and immovable properties of the Company.

Against the said impugned orders of DRT and Recovery Officer, the Company preferred a writ petition to High Court, Ahmedabad on 12th April, 2018, requesting to quash and set aside the Recovery Proceeding (being R.P. No.265 of 2014), which are pending before the Recovery Officer and vacate the attachments levied, by the Recovery Officer vide the impugned orders dated 31st January, 2018.

The Hon’ble High Court on 17th April, 2018 granted an ad-interim relief to the Company staying the further proceeding of attachments order dated 31st January, 2018. The matter is now being reviewed by the High Court. The next date given is 13th June, 2018.

PARTICULARS OF EMPLOYEES

The detail as required pursuant to Section 197(12) read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, is given in Annexure - VI.

The information required under Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 and forming part of the Directors’ Report for the year ended 31st March, 2018.

The said Annexure is not being sent along with this Report to the Members of the Company in line with the provisions of Section 136 of the Companies Act, 2013. Members who are interested in obtaining these particulars may write to the Company Secretary/Compliance Officer at the Registered Office of the Company. The aforesaid Annexure is also available for inspection by the Members at the Registered Office of the Company, 21 days before the Annual General Meeting and up to the date of the said Annual General Meeting during the business hours on working days.

None of the employees listed in the said Annexure is a relative of any Director of the Company. None of the employees hold (by himself or along with his/her spouse and dependent children) more than two percent of the equity shares of the Company. MANAGEMENT DISCUSSION AND ANALYSIS REPORT The management discussion and analysis report on the operations of the Company as required under regulation 34(2)(e) of the Listing Regulations has been given separately and forms part of this report as Annexure - VII.

DISCLOSURES

The Company does not have any scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

The Company has devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards issued by the Institute of Company Secretaries of India and that such systems are adequate and operating effectively.

The Board of Directors state that except disclosures as given above, no further mandatory disclosure or reporting is required to give with this report.

GREEN INITIATIVE

The Ministry of Corporate Affairs had taken the Green Initiative in Report on Corporate Governance by allowing paperless compliances by Companies through electronic mode.

Your Company supports the Green Initiative and has accordingly decided to send necessary communications to its Shareholders to their respective registered E-mail addresses.

Your Company appeals to you, its Shareholders, who are yet to register the E-mail addresses that they take necessary steps for registering the same so that you can also become a part of the initiative and contribute towards a Greener environment.

CAUTIONARY STATEMENT

Statements in the Board’s Report describing the Company’s objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company’s operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

APPRECIATIONS AND ACKNOWLEDGEMENTS

The board would like to place on record its deep appreciation to the financial institutions, banks, business partners, central and state government authorities, stock exchanges and clients for their support and co-operation during the year.

We would also like to place on record our sincere appreciation for the commitment, dedication and hard work put in by every employee of the Company. We are also deeply grateful for the confidence and faith expressed by the stakeholders in the Company. Your Directors would also like to take this opportunity to acknowledge the excellent support given by Bombay Rayon Fashions Limited, the Holding Company of your company, in providing the financial assistance and excellent management support and guidance at all levels of business. This has enabled the Company to run its business smoothly and effectively for the accomplishment of its objectives.

For and on behalf of the Board

Of STI India Limited

Place:Mumbai Mr. Aman Agrawal

Date: 08th May, 2018 Chairman

DIN:00019534


 
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