Dear Members,
Your Directors are pleased to present the 44th Annual Report
on the business and operations of Sterling Tools Limited (the Company') and
Audited Financial Statements (Standalone and Consolidated) for the financial year ended 31
March, 2023.
Financial Summary & Highlights
The Highlights of the Financial Performance and State of Company's
Affairs for the FY 2022-23 vis-?-vis FY 2021-22 is summarised as under:
Particulars |
Standalone |
Consolidated |
|
FY
2022-23 |
FY
2021-22 |
FY
2022-23 |
FY
2021-22 |
Revenue from Operations |
59,765.44 |
47,124.25 |
77,197.80 |
50,958.32 |
Other Income |
588.39 |
338.30 |
290.01 |
302.65 |
Total Revenue |
60,353.83 |
47,462.55 |
77,487.81 |
51,260.97 |
Total Expenditure
(excluding Depreciation and Finance Cost) |
51,126.38 |
40,132.55 |
67,444.21 |
44,302.34 |
Profit before interest,
depreciation, taxes and exceptional Items |
9,227.45 |
7,330.00 |
10,043.60 |
6,958.63 |
Less : Interest |
812.48 |
662.65 |
883.69 |
686.74 |
Depreciation |
3,087.32 |
2,700.77 |
3,171.59 |
2,733.55 |
Share of loss of investment
accounted for using equity method |
- |
- |
- |
(61.66) |
Add : Exceptional
Item |
344.26 |
- |
344.26 |
- |
Profit Before Tax |
5,671.91 |
3,966.58 |
6,332.58 |
3,476.68 |
Less: Current Tax |
1,427.62 |
1,040.72 |
1,590.02 |
1,043.94 |
Deferred Tax |
101.34 |
(46.95) |
(45.24) |
(120.82) |
Profit for the Year |
4,142.95 |
2,972.81 |
4,787.80 |
2,553.56 |
Add: Other Comprehensive
Income |
50.33 |
236.24 |
51.15 |
238.09 |
Total Comprehensive
Income for the Year |
4,193.28 |
3,209.05 |
4,838.95 |
2,791.65 |
Company's performance and Future outlook
The Company's strategic objective is to develop a well-diversified
presence across all automotive segments and improve the overall product mix with a focus
on green energy. Under the guidance of experienced management, your Company has
demonstrated internal growth potential with a young and dynamic workforce which enables
your Company to excel in new business areas. FY 2022-23 was the first full year post
covid-19 disruption with the stable business environment. The key highlights of the
Company's performance (Standalone) during the FY 2022-23 are as under:
? Revenue from Operations increased by 27% at Rs. 598 Crores;
? Profit before tax increased by 43% at Rs. 57 Crores;
? Profit after tax increased by 39% at Rs. 41 Crores;
? Cash profit increased by 27% at Rs. 72 Crores.
FY 2022-23 was also the first full year of the operations of Sterling
Gtake E-Mobility Limited (SGEM), the wholly owned subsidiary of Sterling Tools Limited,
which is one of
STERLING TOOLS LIMITED
the largest Motor Control Unit (MCU) supplier for electric high-speed
scooters in India. With the positive Profit After Tax (PAT) of SGEM in its first full year
of operation, the Company's consolidated income raised to Rs. 775 Crores (51%
higher). Management looks at the future with optimism and hopes to touch new heights in
times to come. The outlook of the Company as well as the Automobile Industry is provided
in detail in Management Discussion and Analysis Report forming part of this
Directors' Report.
Transfer to General Reserve
During the year under review, the Company has not transferred any funds
to General Reserves out of the amount available for appropriation.
Dividend
The Company has a robust track record of rewarding its shareholders
with a generous dividend pay-out. In view of the strong operational and financial
performance during the year under review, the Board of Directors are pleased to recommend
a final dividend of Rs. 2 per equity share of face value of Rs. 2/- each (100%) for the
year ended 31 March, 2023 subject to the approval of shareholders in the ensuing Annual
General Meeting of the Company. The dividend pay-out will be in accordance with the
Company's Dividend Distribution Policy. The Policy is available on the Company's
website https://stlfasteners.com/wp-content/
uploads/2022/05/Dividend-Distribution-Policy-.pdf. As per the prevailing provisions of the
Income Tax Act, 1961, the dividend, if declared, will be taxable in the hands of the
shareholders at the applicable rates. The Company shall, accordingly, make the payment of
Final Dividend after deduction of Tax at Source. Regarding the details of procedure for
declaration & payment of dividend, shareholders are requested to refer to the Notice
of 44th Annual General Meeting of the company.
Deposits
During the year under review, the Company has not accepted any deposits
which come under the purview of Section 73 of the Companies Act, 2013, and as such, no
amount of principal or interest was outstanding as of the Balance Sheet date.
Depository System
As the members are aware, the Company' shares are compulsorily
tradable in electronic form. As on 31 March, 2023, 99.77% of the Company's total
paid-up Capital representing 3,59,40,675 equity shares are in dematerialised form. In view
of numerous advantages offered by the Depository System, members holding shares in
physical mode are advised to avail of the facility of dematerialisation from either of the
Depositories.
Capital Structure and Listing
As on 31 March, 2023, the Company has Authorised Share Capital of Rs.
10,00,00,000/- and Paid Up Share Capital of
Rs. 7,20,48,422/-. The equity shares of the Company are listed with BSE
Limited and National Stock Exchange of India Limited. The Company had paid the Listing
fees to both the Stock Exchanges and there are no arrears on account of payment of listing
fees to the said Stock Exchanges. The Promoters and Persons acting in concert with them
hold 65.77% share capital of the Company as on 31 March, 2023.
There is no change in share capital structure during the year under
review.
Subsidiaries, Joint Venture and Associate Companies
As on 31 March, 2023, the Company has 2 Wholly owned Subsidiaries. The
highlights of the performance and other details of subsidiary Companies are given below:
1. Sterling Gtake E-Mobility Limited: Sterling Gtake E-Mobility
Limited (SGEM) was incorporated on 10 January, 2020 for the purpose of manufacturing/
developing and trading Motor Control Units (MCUs) for Electric Vehicles on technical
collaboration with a China based Company named Jiangsu Gtake Electric Company Limited.
During the year under review, SGEM recorded a total revenue of Rs. 17,469.43 Lacs which is
4.5 times of previous year and the profit after tax for the year ended 31 March, 2023 is
Rs. 748.04 Lacs i.e. Net profit in first year of its full operations.
2. Haryana Ispat Private Limited: The Company acquired 100%
shareholding of Haryana Ispat Private Limited (HIPL). For the financial year ended 31
March, 2023, HIPL recorded the revenue of Rs. 9.77 Lacs and the Profit after Tax for the
year ended 31 March, 2023 is Rs. 5.46 Lacs.
Status update on Joint Venture Company:
3. Sterling Fabory India Private Limited
S terling Fabory India Private Limited (JV Company) was incorporated on
9 March, 2010 as a Joint Venture (JV) Company between Sterling Tools Limited and Fabory
Masters in Fasteners Group BV. During the year under review, the Company has paid off all
the liabilities and the balance amount left after setting off assets and liabilities, was
remitted to the Shareholders of the Company. JV Company vide its Annual General Meeting
dated
03 June, 2022 appointed a Voluntary Liquidator to liquidate its
operation. The petition for Voluntary Liquidation was filed by the Voluntary Liquidator,
Mr.Chetan Gupta with the National Company Law Tribunal (NCLT) on 23 March, 2023 and the
Hon'ble NCLT vide its Order dated 16 June, 2023 has given approval for Voluntary
Liquidation of JV Company. In accordance with Section 129(3) of the Companies Act, 2013, a
statement containing the salient features of financial statements in Form AOC-1
annexed as
Annexure -1.
Consolidated Financial Statements
Your Directors have pleasure in enclosing the audited Consolidated
Financial Statements in addition to the audited standalone financial statements pursuant
to Section 129(3) of the Companies Act, 2013 (Act) read with the SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 (SEBI Listing Regulations') and
prepared in accordance with the Indian Accounting Standards prescribed by the Institute of
Chartered Accountants of
India.
The Consolidated Profit and Loss Account for the period ended 31 March,
2023, includes the Profit and Loss Account for both the subsidiaries i.e. Haryana Ispat
Private Limited and Sterling Gtake E-Mobility Limited for the complete Financial Year
ended 31 March, 2023 and Profit and Loss Account for Joint Venture viz. Sterling Fabory
India Private Limited for the period upto June 2, 2022. In accordance with the third
proviso of Section 136(1) of the Companies Act, 2013, the Annual Report of the Company,
containing therein its standalone and the consolidated financial statements have been
placed on the website of the Company in the Annual report section at
https://stlfasteners.com/home/investors/.
Change in the nature of business, if any.
There is no change in the nature of business of the Company during the
financial year ended 31 March, 2023.
Directors and Key Managerial Personnel
The Company has a professional Board with an optimum combination of
Executive and Non-executive Director who bring to the table the right mix of knowledge,
skills and expertise. The Board provides strategic guidance and direction to the Company
in achieving its business objectives and protecting the interest of stakeholders. During
the year under review, the Non-Executive Director of the Company had no pecuniary
relationship or transactions with the Company other than sitting fees, Advisory fees, if
any, and reimbursement of expenses incurred by them for the purpose of attending meetings
of the Board /Committee of the Company.
During the FY 2022-23, no changes took place in the composition of the
Board of Directors of the Company. In accordance with Section 152 of the Act, Mr. Anil
Aggarwal (DIN:0027214), who has been in the office, is liable to retire by rotation at the
ensuing 44th Annual General Meeting and being eligible, seeks re-appointment.
The Board recommends his appointment for the approval of the members of the Company in the
ensuing 44th AGM. A resolution seeking shareholders' approval for his
reappointment forms part of the Notice of AGM.
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
the Key Managerial Personnel of the Company are Mr. Anil Aggarwal, Chairman & Managing
Director, Mr. Atul Aggarwal, Whole Time Director and Mr. Pankaj Gupta, Chief Financial
Officer of the Company as on 31 March, 2023. Ms. Vaishali Singh, Company Secretary cum
Compliance Officer vide her letter dated 9 November, 2022 tendered her resignation from
the position of Company Secretary cum Compliance Officer of the Company to the Board of
Directors of the Company w.e.f closure of business hours of 9 November, 2022. In her
place, Mr. Abhishek Chawla has been appointed as Company Secretary and Compliance Officer
of the Company in the Board Meeting held on 08 May, 2023, based on recommendation of
Nomination & Remuneration Committee Meeting held on that date.
Declaration of Independence by Independent Directors.
During the year under review, all Independent Directors have given
declarations that they meet the criteria of independence as laid down under Section 149(6)
of the Act and Regulation 16(1)(b) of the SEBI Listing Regulations and have complied with
the Code of Conduct for Independent Directors prescribed in Schedule IV of the Act. In the
opinion of the Board of Directors, all the Independent Directors have relevant integrity,
skills, expertise, experience and proficiency.
Number of meetings of the Board and attendance of the Directors
The Board met 4 (Four) times during the FY 2022-23, in respect of which
notices were given and the proceedings were properly recorded. For details of the meetings
of the Board and attendance of the Directors, please refer Page No. 51 of Corporate
Governance Report attached to this Annual Report.
Disclosure under Secretarial Standards (SS-1 & SS-2):
The Company complies with the applicable provisions of Secretarial
Standards issued by the Institute of Company Secretaries of India (ICSI) and approved by
the Central Government under Section 118 (10) of Companies Act, 2013.
Policy on Directors' appointment and remuneration and other
details
The Company's policy on Directors' appointment and
remuneration including criteria for determining qualifications, positive attributes,
independence of a Director and other matters provided in Section 178(3) and Section 134(3)
(e) of the Companies Act, 2013 has been disclosed in AnnexureII attached to
this Report and the same have been place on the Website of the Company at
https://stlfasteners.com/home/investors/.
Policy on Board Diversity
The Company recognises and embraces the importance of a diverse Board
in its success. We believe that a truly diverse Board will leverage differences in
thought, perspective, regional and industry experience, cultural and geographical
background, age, ethnicity, race, gender, knowledge and skills including expertise in
financial, global business, leadership, technology, mergers & acquisitions, Board
service, strategy, sales and marketing, Environment, Social and Governance (ESG), risk and
cybersecurity and other domains, which will ensure that the Company retains its
competitive advantage. The Board Diversity Policy adopted by the Board sets out its
approach to diversity.
The Nomination and Remuneration Committee reviews and assesses board
composition on behalf of the board and recommends the appointment of new Directors and
Senior Management Personnel including functional Heads of the Company. The committee also
oversees the conduct of the annual review of board effectiveness. The Nomination &
Remuneration Committee and the Board in their meetings held on 8 May, 2023 have also
included the functional head under the category of Senior Management Personnel of the
Company. The said Committee has adopted a formal policy on Board diversity which sets out
a framework to promote diversity on Company's Board of Directors.
Particulars of contracts or arrangements with Related Parties
The particulars of every contract and arrangement entered into by the
Company with related parties referred to in sub-section (1) of Section 188 of the
Companies Act, 2013 including certain arm's length transactions under third proviso
thereto are disclosed in Form No. AOC-2 in ANNEXURE III and forms
part of this Report.
Audit Committee - Meetings of the Committee & Attendance of Members
The Audit Committee's composition meets with requirements of
Section 177 of the Companies Act, 2013 and Regulation 18 of the Listing Regulations, 2015.
Members of the Audit Committee possess financial / accounting expertise / exposure. The
purpose of this Committee is to ensure the objectivity, credibility and correctness of the
Company's financial reporting and disclosures process, internal controls, risk
management policies and processes, tax policies, compliance and legal requirements and
associated matters.
As at 31 March, 2023, the Audit Committee of the Board of Directors of
the Company comprised of 4 (Four) Members, namely Mr. Chhotu Ram Sharma, Mr. Rakesh Batra,
Mr. Shailendra Swarup, and Mr. Anil Aggarwal, majority of them being Independent
Directors except Mr. Anil Aggarwal, who is the Chairman cum Managing Director of the
Company. Mr. Chhotu Ram Sharma, Independent Director, is the Chairman of the Audit
Committee. The Board accepted the recommendations of the Audit Committee whenever made by
the Committee during the year under review.
Four meetings were conducted during the year in respect of which proper
notices were given and the proceedings were properly recorded. For details of the meetings
of the Audit Committee and attendance of the Members, please refer Page No. 55 of
Corporate Governance Report attached to this Annual Report.
Nomination & Remuneration Committee - Meetings of the Committee
& Attendance of Members
The Nomination & Remuneration Committee's (NRC) composition
meets with requirements of Section 178 of the Companies Act, 2013 and Regulation 19 of the
Listing Regulations, 2015. As at 31 March, 2023, the NRC Committee of the Board of
Directors of the Company comprised of 3 (Three) Members, namely Mr. Chhotu Ram Sharma, Mr.
Rakesh Batra and Mr. Shailendra Swarup, all of them being Independent Directors. Mr.
Chhotu Ram Sharma, an Independent Director, is the Chairman of the Committee. One meeting
of NRC Committee was conducted during the year in respect of which proper notice was given
and the proceedings were properly recorded. For details of the meetings of the NRC
Committee and attendance of the Members, please refer Page No. 55 of Corporate
Governance Report attached to this Annual Report.
Stakeholders' Relationship Committee - Meetings of the Committee
& Attendance of Members
The Stakeholders' Relationship Committee's (SRC) composition
meets with requirements of Section 178(5) of the Companies Act, 2013 and Regulation 20 of
the Listing Regulations, 2015. As at 31 March, 2023, the SRC Committee of the Board of
Directors of the Company comprised of 3 (Three) Members, namely Mr. Shailendra Swarup, Mr.
Chhotu Ram Sharma and Mr. Atul Aggarwal and majority of them being Independent Director
except Mr. Atul Aggarwal, who is Whole time Director of the Company. Mr. Shailendra
Swarup, an Independent Director, is the Chairman of the Committee. One meeting of SRC
Committee was conducted during the year in respect of which proper notice was given and
the proceedings were properly recorded. For details of the meetings of the SRC Committee
and attendance of the Members, please refer Page No. 56 of Corporate Governance
Report attached to this Annual Report.
Risk Management Committee - Meetings of the Committee & Attendance
of Members
The Risk Management Committee's (RMC) composition meets with
requirements of Regulation 21 of the Listing Regulations, 2015. As at 31 March, 2023, the
RMC Committee of the Board of Directors of the Company comprised of 5 (Five) Members,
namely Mr. Anil Aggarwal, Mr. Rakesh Batra, Mr. Atul Aggarwal, Mr. Jaideep Wadhwa and Mr.
Pankaj Gupta. Two meetings of RMC Committee were conducted during the year in respect of
which proper notice were given and the proceedings were properly recorded. For details of
the meetings of the RMC Committee and attendance of the Members, please refer Page No.
57 of Corporate Governance Report attached to this Annual Report.
Board Evaluation
The Board of Directors has carried out an annual evaluation of its own
performance, board committees, and individual directors pursuant to the provisions of the
Companies Act, 2013 and SEBI Listing Regulations.
Based on the guidance note on Board Evaluation issued by the Securities
and Exchange Board of India on 05 January, 2017, a structured questionnaire was prepared
after taking into consideration the various aspects of the Board's functioning,
composition of the Board and its Committees, culture, execution and performance of
specific duties, obligations, and governance. In a separate meeting of independent
directors, the performance of non-independent directors, the board as a whole and the
Chairman of the Company was evaluated, considering the views of Executive Directors and
Non-Executive Directors of the Company. The Board and the Nomination and Remuneration
Committee reviewed the performance of individual Directors on the basis of criteria such
as the contribution of the individual director to the board and committee meetings like
preparedness on the issues to be discussed, meaningful and constructive contribution and
inputs in meetings, etc.
In the Board meeting that followed the meeting of the independent
directors and meeting of the Nomination and Remuneration Committee, the performance of the
board, its committees, and individual directors was also discussed. Performance evaluation
of independent directors was done by the entire board, excluding the independent director
being evaluated.
Corporate Social Responsibility Committee
Composition of the Corporate Social Responsibility Committee has been
disclosed in the Corporate Governance Report, attached to this report. The brief outline
of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives
undertaken by the Company on CSR activities during the year are set out in
AnnexureIV of this report in the format prescribed in the Companies (Corporate
Social Responsibility Policy) Rules, 2014. The policy on CSR is available on the website
of the Company, (https://stlfasteners.com/home/investors/).
Auditors
I) Statutory Auditors
As per provisions of Section 139(1) of the Companies Act, 2013, the
Company has appointed M/s Walker Chandiok & Co., LLP Chartered Accountants as
Statutory Auditors for a period of 5 (Five) years in the AGM of the Company held on 22
September, 2022.
Statutory Auditors' Report
There have been no qualification, reservation or adverse remark
reported by the Statutory Auditors in its reports on standalone and consolidated financial
statements of the Company for year ended 31 March, 2023.
II) Secretarial Auditors' report
Pursuant to the provisions of Section 204 of the Companies Act, 2013
read with corresponding Rules framed thereunder, M/s Dhananjay Shukla & Associates,
Company Secretaries, were appointed as the Secretarial Auditors of the Company to carry
out the secretarial audit for the year ending 31 March, 2023.
Secretarial Audit Report
In terms of Section 204 of the Companies Act, 2013 and Regulation 24A
of the SEBI Listing Regulations a Secretarial Audit Report given by the Secretarial
Auditors in Form No. MR-3 is annexed with this Report as Annexure V.
There are no qualifications, reservations or adverse remarks made by Secretarial Auditors
in their Report.
Annual Secretarial Compliance Report
Annual Secretarial Compliance Report for the financial year ended 31
March, 2023 on compliance of all applicable SEBI Regulations and circulars/ guidelines
issued thereunder, was obtained from M/s Santosh Kumar
Pradhan, Practicing Company Secretaries. The Annual Secretarial
Compliance Report doesn't contain any qualification, reservation, or adverse remarks.
III) Cost Auditors
As per Section 148 of the Companies Act, 2013, the Company is required
to have the audit of its cost records conducted by a Cost Accountant in practice.
Pursuant to the provisions of Section 141 read with Section 148 of the
Companies Act, 2013 and Rules made thereunder, M/s Jitender, Navneet & Co., Cost
Accountants were appointed as the Cost Auditor of the Company for the year ending 31
March, 2023.
Disclosure on maintenance of Cost Records
The Company has maintained the cost records as specified by the Central
Government under sub-section (1) of section 148 of the Companies Act, 2013, as required by
the Company and such accounts and records are made and maintained as per rule 8(5)(ix) of
the Companies Accounts Rules, 2014.
Details in respect of Fraud, if any, Reported by the Auditors
M/s Walker Chandiok & Co., LLP, Chartered Accountants, the
Statutory Auditors of the Company have stated that during the course of their audit, there
were no fraud by the Company or on the Company by its officers or employees, noticed or
reported in the Independent Auditors' Report which forms part of this Report. Hence,
there was no requirement to report the same to the Audit Committee or Board of Directors
of the Company.
Internal Financial Control Systems and their adequacy
The Company has a robust Management Information System, which is an
integral part of the control mechanism. The Company has adopted the policies and
procedures which intended to increase the transparency & accountability in designing
and implementation of the system of internal control in the Company. The management
assessed the effectiveness of the Company's internal control over financial reporting
(as defined in Clause 18(3) of SEBI Listing Regulations) as of 31 March, 2023.
Based on the results of such assessments carried out by Management, no
reportable material weakness or significant deficiencies in the design or operation of
internal financial controls was observed. Nonetheless your Company recognises that any
internal control framework, no matter how well designed, has inherent limitations and
accordingly, regular audits and review processes ensure that such systems are reinforced
on an ongoing basis.
M/s Walker Chandiok & Co., LL.P., the statutory auditors of the
Company have audited the financial statements is included in this annual report and have
issued an attestation report on our internal control over financial reporting (as defined
in section 143 of Companies Act 2013). The Company has well established Internal audit
function. Risk based audit are performed for all businesses, functions & locations
(Plant, Branch, warehouse, corporate office). The internal audit is entrusted to M/s S.R.
Dinodia & Co., LLP, a firm of Chartered Accountants for the North based manufacturing
plants of the Company and M/s Protiviti India Member Private Limited for South based
manufacturing plant of the Company. Internal Audit plan is approved by the Audit
Committee, further on a quarterly basis summary of key findings along with their root
cause analysis and action taken status are presented to the Audit Committee. The main
thrust of internal audit is to test and review controls, appraisal of risks and business
processes, besides benchmarking controls with best practices in the industry.
The Audit Committee of the Board of Directors, Statutory Auditors and
the Management Personnel are periodically apprised of the internal audit findings and
corrective actions taken. Audit plays a key role in providing assurance to the Board of
Directors significant audit observations and corrective actions taken by the management
are presented to the Audit Committee of the Board. To maintain its objectivity and
independence, the Internal Audit function reports to the Chairman of the Audit Committee.
Based on its evaluation (as defined in section 177 of Companies Act
2013 and Clause 18 of SEBI Listing Regulations 2015), our audit committee has concluded
that, as of 31 March, 2023, our internal financial controls were adequate and operating
effectively.
Risk Management
The Company has constituted a Risk management committee and formulated
a Risk Management policy to identify, assess and mitigate various risks related to our
business, which is covered in detail in the Management Discussion and Analysis Report.
The Company manages, monitors and reports on the principal risks and
uncertainties that can impact on its ability to achieve its strategic objectives. The
major risks identified by the businesses and functions are systematically addressed
through mitigating actions on a continuous basis.
Vigil Mechanism/Whistle Blower Policy
Pursuant to the provisions of Section 177(9) of The Companies Act, 2013
read with Rule 7 of the Companies (Meetings of Board and its Powers) Rules, 2014 and
Regulation 22 of the SEBI Listing Regulations, the Company has adopted a policy on Vigil
Mechanism for directors and employees to report their genuine concerns or grievance to the
Vigilance Officer. The policy is available on the Company' website
https://stlfasteners.com/home/ investors/.
Extract of Annual Return
As provided under section 134(3)(a) and Section 92(3) of the Companies
Act, 2013, the draft Annual Return in the prescribed form MGT-7 as on 31 March, 2023 is
available on the Company's website at www.stlfasteners.com/ investors/.
Particulars of Loans, Guarantees or Investments under section 186
Particulars of loans, guarantees given and investments made during the
year, as required under section 186 of the Companies Act, 2013 and schedule V of the
Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement)
Regulations, 2015, are provided in Notes 5 and 14 of the standalone financial statements.
Material changes and commitments
In terms of Section 134(3)(l) of the Companies Act, 2013, no material
changes and commitments which could affect the Company's financial position has
occurred between the end of the financial year of the Company and date of this report.
Credit Rating
The ICRA Limited ("ICRA"), the credit rating agency has
reafirmed the Long-Term Credit rating AA- Outlook Stable as well as Short Term Credit
Rating A1+ of the Company. This rating indicates the strong financial health and
credibility of the Company.
Particulars of Employees
In terms of the provisions of Section 197(12) of the Companies Act,
2013 read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, a statement showing the names and other particulars of
the employees drawing remuneration in excess of the limits set out in the said Rules are
provided as Annexure VI. Disclosures pertaining to remuneration and other details
as required under Section 197(12) of the Companies Act, 2013 read with rule
5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel Rules, 2014) Having regard to the provisions of the first proviso to Section
136(1) of The Companies Act, 2013 and as advised, the Annual Report excluding the
aforesaid information is being sent to the members of the Company. The said information is
available for inspection on all working days, during business hours, at the Registered
Office of the Company. Any member interested in obtaining such information may write to
the Company Secretary and the same will be furnished on request.
Capital Expenditure
As on 31 March, 2023, the Gross Fixed Assets including intangible
assets stood at Rs. 49,533.34 Lacs and Net Fixed Assets stood at Rs. 25,692.30 Lacs.
Additions during the year amounted to Rs. 2,202.49 Lacs.
Conservation of energy, technology absorption and foreign exchange
earnings and outgo
Information pursuant to the provisions of Section 134(3) (m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 relating
to conservation of energy, technology absorption & foreign exchange earnings and outgo
is given by way of Annexure-VII to this Report.
Transfer to Investor Education and Protection Fund
Pursuant to the provisions of Section 125 of the Companies Act, 2013,
relevant amounts along with the shares, which remained unpaid or unclaimed for a period
more than seven years have been transferred by the Company, from time to time on due
dates, to the Investor Education and Protection Fund. Pursuant to the provisions of
Investor Education and Protection Fund (Accounting, Audit, Transfer & Refund) Rules,
2016, the Company has uploaded the details of unpaid and unclaimed amounts lying with the
Company on the Ministry of Corporate Affairs' website and the shareholders may refer
to the Notice of AGM regarding details of amounts and the corresponding shares proposed to
be transferred to IEPF during the coming year.
Corporate Governance and Management Discussion & Analysis Report
A separate section on corporate governance practices followed by the
Company, together with a certificate from a Practising Company Secretary confirming its
compliance, forms a part of this Annual Report, as per SEBI Listing Regulations. Further,
as per Regulation 34 read with Schedule V of the Listing Regulations, a Management
Discussion and Analysis Report is annexed to this report.
Business Responsibility and Sustainability Report (BRSR)
At a time and age when enterprises are increasingly seen as critical
components of the social system, they are accountable not merely to their shareholders
from a revenue and profitability perspective but also to the larger society which is also
its stakeholder. The Business responsibility and sustainability report seeks disclosure on
the performance of the Company against nine principles of the "National Guidelines on
Responsible Business Conduct' (NGRBCs'). As per the SEBI Circulars,
effective from the FY 2022-23, reporting & filing of BRSR is mandatory for the top One
Thousand listed companies by market capitalization as on 31 March 2023 and your Company is
covered under the said limit. BRSR describing the initiatives taken by the Company from an
environmental, social and governance perspective, in the format as specified by SEBI is
enclosed to this Report.
Director's Responsibility Statement
Pursuant to the requirement under section 134(3) (c) of the Companies
Act, 2013 with respect to the Director's Responsibility Statement, it is hereby
confirmed that: (i) in the preparation of the accounts for the FY ended 31 March, 2023,
the applicable accounting standards have been followed and there are no material
departures.
(ii) the Directors have selected accounting policies in consultation
with Statutory Auditors and applied them consistently and made judgements 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 profit of the Company for the
financial year under review.
(iii) the directors have taken proper and sufficient care to the best
of their knowledge and ability for the maintenance of adequate accounting records in
accordance with the provisions of the Companies Act, 2013. The directors have confirmed
that there are adequate control & systems for safeguarding the assets of the Company
and for preventing and detecting fraud and other irregularities.
(iv) the Directors have prepared the accounts for the FY ended 31
March, 2023 on a going concern' basis. (v) the directors have laid down
internal financial controls to be followed by the Company and that such internal financial
controls are adequate and are operating effectively.
(vi) the directors have devised proper systems to ensure compliance
with the provisions of all applicable laws and that such systems are adequate and
operating effectively.
Safety, Health and Environment (SHE) Measures
Protection of the environment is the prime concern of your Company.
Your Company complies with the relevant laws and regulations as well as take any
additional measures considered necessary to prevent pollution, maximise recycle, reduce
waste, discharges and emissions. Company Conserve natural resources by their responsible
and efficient use in all its operations and plant trees.
Name of the companies which have become or ceased to be Company's
subsidiaries, Joint venture or Associate Companies during the year
During the year under review Sterling Fabory india Private Limited, the
Joint Venture Company vide its Annual General Meeting dated 03 June, 2022 appointed a
Voluntary Liquidator to liquidate the Company's operation.
The petition for Voluntary Liquidation was filed by the Voluntary
Liquidator, Mr. Chetan Gupta with the National Company Law Tribunal (NCLT) on 23 March,
2023 and the Hon'ble NCLT vide its Order dated 16 June, 2023 has approved Voluntary
Liquidation of the Company. Except as above, no Company have become or ceased to be the
Company's subsidiaries, Joint Venture or Associate during the year ended 31 March,
2023.
Proceedings pending, if any, under the Insolvency and Bankruptcy code,
2016
The Company has neither filed any application during the year under
review nor any proceedings pending under the Insolvency and Bankruptcy Code, 2016 as at 31
March, 2023.
The details of difference between amount of the time of one time
Settlement and the Valuation done while taking loan from the Bank or Financial
institutions along with the reasons thereof
No such event has occurred during the year under review.
Quality Management System
STL has implemented robust Quality, Environment management and Health
& Safety management system at its manufacturing facilities. The facilities are
certified by:
Key certifications |
|
IATF 16949 : 2016 |
Quality Management System |
ISO 45001 : 2018 |
Health & Safety
Management System |
ISO 14001 : 2015 |
Environment Management
System |
ISO 9001:2015 |
Quality Management System |
ISO 17025 |
Chemical Testing,
Mechanical Testing and Instrument Calibration |
Cash Flow Analysis
In compliance with the provisions of Regulation 34 of the SEBI Listing
Regulations Regulations, 2015, the Cash Flow Statement for the year ended 31 March, 2023
is part of this Annual Report.
Sexual Harassment
The Company has Constituted an Internal Complaint Committee as required
under Section-4 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules made thereunder.
During the year under review, there were no complaints pertaining to
sexual harassment.
Significant and Material Orders passed by the Regulators or Courts
The Company has not received any significant order, demand or notice
from any Regulatory Authority, Courts or tribunals impacting the going concern status and
operations of the Company in future.
Insurance
Your Company has taken appropriate insurance for all its assets against
foreseeable perils.
Human Resources
Our employees are our most important assets. We are committed for
hiring and retaining the best talent. For this, we focus on promoting a collaborative,
transparent and participative organisation culture, and rewarding merit and sustained high
performance. Our human resource management focuses on allowing our employees to develop
their skills, grow in their career and navigate navigate to their next level of
achievements next.
STL' goal has always been to create an open and safe workplace for
every employee to feel empowered, irrespective of gender, sexual preferences, and other
factors, and contribute to the best of their abilities. Industrial relations remained
cordial throughout the year under review.
The Company had a total of 585 permanent employees as on 31 March,
2023.
Weblink to Important documents/information
The Company has hosted certain policies/documents/ information
including inter alia Policy for determining Policy on Related Party Transactions,
Familiarisation programs for Independent Directors etc. as per the requirement of law or
otherwise on following the link: https://stlfasteners.com/investors/.
Acknowledgements
Your Directors would like to express their appreciation for the
assistance and co-operation received from the Banks, Government Authorities, Customers,
Vendors and Members during the year under review. Your Directors also wish to place on
record their deep sense of appreciation for the committed services by all Company'
personnel.
Your Directors look forward to their continued support.
|
For and
on behalf Board of Directors |
|
Anil
Aggarwal |
Date: 2 August, 2023 |
Chairman
& Managing Director |
Place: Faridabad |
DIN-00027214 |