STI Products India Ltd. के निदेशक की रिपोर्ट

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 39th Annual Report of the Company with the Audited Statement of Accounts for the year ended 31 st March, 2013.

FINANCIAL HIGHLIGHTS

The Financial Results of the Company for the year ended 31st March, 2013 are as under:

(Rs. In Lacs) Particulars For the Year For the Year ended on ended on 2012-13 2011-12

Revenue from Operations/Other Income 0.39 -

Administrative* Other Expenditures 4.32 1.79

(Loss) before Interest, Depreciation & Tax (3.92) (1.79)

Less: Interest, Depreciation & Tax - -

(Loss) After Interest, Depreciation & Tax but Before

Exceptional Items (3.92) (1.79)

Exceptional Items - (3.29)

(Loss) before Taxation (3.92) (5.08)

Taxation - -

Net Loss for the year (3.91) (5.08)

Earnings Per Share (0.10) (0.13)



CLOSURE OF THE COMPANY

With a view to conserve resources from further depletion and to save administrative cost, the Company has given a closure notice with effect from 1 st June, 2004 to the Labour Secretary, Department of Labour, Government of Karnataka, Bangalore. The dues of all the employees and workers of the Company have been settled and for more than 2 years there is no employee working in the Company. The Company also does not own any assets for its operations.

OPERATIONS

During the year under review, the Company cduld not operate its business satisfactorily due to non- availability of any business opportunity.

FUTURE OUTLOOK

The management of the Company expects to commence operations at any other alternate place and there fore any turning around of the Company in the near future is very likely.

DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend dividend for the year.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year.

DIRECTORS

Mr, K. N. Garg, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

M/s. S. M. N. P. & Co., Chartered Accountants, Mumbai having Firm Registration Number 105929Wthe Statutory Auditors of the Company retire at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

AUDITORS'' REPORT

Comments on the qualified opinions of the Auditors are already quantified and adequately dealt with in the notes to the account. Except these, there are no specific observations in the Auditors'' Report requiring further comments under Section 217(3) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under the amended provisions of Section 383A of the Companies Act, 1956 a Secretarial Compliance Certificate obtained from Practicing Company Secretary is enclosed with the Directors'' Report.

REPORT ON CORPORATE GOVERNANCE

The Company has fairly complied with the requirement of Corporate Governance in terms of Clause 49 of the listing agreement. A detailed report on Corporate Governance is given in the Annexure I which form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts considering that all the fixed assets of the company or have been disposed off, dismissal of reference with BIFR, Settlement of workers, absence of any operations for last few years and absence of any possibility to restart the operational activity in near future.

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

Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is not applicable on the Company in view of no manufacturing operations in the company during the year.

PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable on the company as there is no employee in the company.

INDUSTRIAL RELATIONS (

Industrial relations with the employees were cordial upto the date of settlement with them. Therefore the directors wish to record their appreciation of the sincere and dedicated support by the employees of the company at all levels upto the date of settlement.

ACKNOWLEDGEMENT

The Directors have pleasure in recording their appreciation of the continued assistance and co-operation extended to the Company by all the stakeholders.

For and on behalf of the Board of Directors For STI PRODUCTS INDIA LIMITED

K. N. Garg Chairman Place: Indore Date: 20th August, 2013

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Mar 31, 2012

Dear Members,

The Directors have pleasure in presenting the 38th Annual Report of the Company with the Audited Statement of Accounts for the year ended 31st March, 2012.

FINANCIAL HIGHLIGHTS

The Financial Results of the Company for the year ended 31st March, 2012 are as under:

(Rs. in Lacs)

Particulars For the Year For the Year Ended Ended 2011-12 2010-11

Sales/Revenue from Operations - -

Manufacturing & Administrative Expenditures 1.79 0.93

(Loss) before Interest, Depreciation & Tax (1.79) (0.93)

Less: Interest, Depreciation & Tax - -

(Loss)After Interest, Depreciation & Tax but Before Exceptional Items (1.79) (0.93)

Exceptional Items 3.29 -

(Loss) before Taxation (5.08) (0.93)

Taxation

Net Loss for the year (5.08) (0.93)

CLOSURE OF THE COMPANY

With a view to conserve resources from further depletion and to save administrative cost, the Company has given a closure notice on 1st June, 2004 to the Labour Secretary, Department of Labour, Government of Karnataka, Bangalore. The dues of all the employees and workers of the Company have been settled and for more than 2 years there is no employee working in the Company. The Company also does not own any assets for its operations.

OPERATIONS

During the year under review, the Company could not operate its business satisfactorily due to non-availability of any business opportunity. Therefore, revenue from operation was nil during 2011-12.

FUTURE OUTLOOK

The management of the Company expects to commence operations at any other alternate place and therefore any turning around of the Company in the near future is very likely.

DIVIDEND

In view of the accumulated losses, your Directors regret their inability to recommend dividend for the year.

FIXED DEPOSITS

The Company has not accepted deposits from the public during the year. DIRECTORS

Mr. Vivek Loiwal, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS

The Company has received a notice dated 05th July, 2012 from Ms. Rajni Baheti, Member of the Company, having 1, 48,000 Equity Shares of Rs. 10/- each, of the Company, requiring that M/s S M N P & Co., Chartered Accountant, Mumbai be appointed as statutory auditor of the Company in place of retiring auditor M/s G R S RA& CO., Chartered Accountants, Bangalore.

M/s S M N P & Co., Chartered Accountant, Mumbai has given their consent letter to act as Statutory Auditors of the Company and a certificate to the effect that their appointment as a Statutory Auditors, if made would be in accordance with the limit specified in Section 224(IB) of the Companies Act, 1956.

Now, your Directors recommend the appointment of M/s S M N P & Co., Chartered Accountant,

Mumbai as Statutory Auditors of the Company from conclusion of the ensuing Annual General

* Meeting till conclusion of the next Annual General Meeting.

Necessary resolution for appointment of M/s SMNP& Co., Chartered Accountant, Mumbai, as Statutory Auditors is being proposed in the notice for approval of the Shareholders.

AUDITORS'' REPORT

There are no specific observations in the Auditors'' Report requiring further comments under Section 217(3) of the Companies Act, 1956.

SECRETARIAL COMPLIANCE CERTIFICATE

As required under the amended provisions of Section 383A of the Companies Act, 1956 a Secretarial Compliance Certificate obtained from Practicing Company Secretary is enclosed with the Directors'' Report.

REPORT ON CORPORATE GOVERNANCE

The Company has fairly complied with the requirement of Corporate Governance in terms of Clause 49 of the listing agreement. A detailed report on Corporate Governance is given in the Annexure I which form part of this report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Your Directors confirm that:

in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

* the Directors have prepared the annual accounts considering that all the fixed assets of the company or have been disposed off, dismissal of reference with BIFR, Settlement of workers, absence of any operations for last few years and absence of any possibility to restart the operational activity in near future.

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

Information as required under section 217(1)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is not applicable on the Company in view of no manufacturing operations in the company during the year.

PARTICULARS OF EMPLOYEES

The provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable on the company as there is no employee in the company.

INDUSTRIAL RELATIONS

Industrial relations with the employees were cordial upto the date of settlement with them. Therefore the directors wish to record their appreciation of the sincere and dedicated support by the employees of the company at all levels upto the date of settlement.

ACKNOWLEDGEMENT

The Directors have pleasure in recording their appreciation of the continued assistance and co-operation extended to the Company by all the stakeholders.

For and on behalf of the Board of Directors For STI PRODUCTS INDIA LIMITED

(K. N. Garg) Chairman

Place: Indore

Date: 07th July, 2012

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Mar 31, 2011

Dear Shareholders,

The Directors have pleasure in presenting the 37th Annual Report of the Company with the Audited Statement of Accounts for the year ended 31st March, 2011.

PERFORMANCE DURING THE YEAR:

The continuance of closure of manufacturing operations during the year has resulted in losses to the Company, as with no manufacturing operations,. The accumulated losses of the Company as at 31st March, 2011 were marginally up at Rs. 2,851,56 Lacs (Previous year Rs.2,850.64 lacs).

FINANCIAL RESULTS:

As the Company did not has any manufacturing operation during the year, the financial

figures are not comparable with the previous year, a summary of which is as under:

(Rs.in Lacs)

Particulars 2010-11 2009-10

Authorized Share Capital 400.00 400.00

Other Income 24.26

Total Expenditures 0.93 49.98

Gross Profit / (Loss) (0.93) (25.72) Provision for taxation

Goodwill written off Net Profit / (Loss) (0.93) (25.72)

Balance b/f from previous year (2.850.631) (2,824.91)

Balance carried to Balance Sheet (2,851.56) (2,850.63)

CLOSURE OF THE COMPANY:

With a view to conserve resources from further depletion and to save administrative cost, the Company has given a closure notice with effect from 1st June, 2004 to the Labour Secretary, Department of Labour, Government of Karnataka, Bangalore. The dues of all the employees and workers of the Company have been settled and for more than 2 years there is no employee working in the Company. The Company also does not own any assets for its operations.

REFERENCE TO THE BIFR:

The members are aware that as the accumulated losses as on 31st March, 2004 had went up to Rs. 1099 Lacs, the net worth of Rs. 871 Lacs of the company got completely eroded in the year 2003-04 and the provisions of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, (SICA) became applicable on the Company, Accordingly the Company had made a reference for registration to the Board for Industrial and Financial Reconstruction (BIFR). The Hon'ble BIFR has in its hearing held on 12th July, 2006 dismissed the reference filed by the Company on the ground that the Company does not own any industrial unit.

FUTURE OUTLOOK:

As already informed to all the members earlier the company does rot expect to commence | any operations in the company as the Plant & Machinery and other fixed assets of the company have already been disposed off and therefore the prospects of the company appears to be critical. The management of the Company also does not expect any turn around in the Company in near future.

DIRECTORS:

Mr, Nirmal Singh, Director of your Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

AUDITORS:

The Auditors, M/s. G R S R A & CO,, Chartered Accountants, Bangalore, retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

DIRECTORS' COMMENTS ON AUDITORS QUALIFICATION:

Your Directors have taken note of the observations / suggestions of the Company's Auditors in their report Including its annexure and positive measures have been taken to implement the same. All their points have been adequately covered and explained in the report of the Board of Directors as well as in notes to the accounts,

SECRETARIAL AUDITORS:

As per the amendment in Section 383A of Companies Act, 1956 read along with Companies (Appointment and Qualification of Secretary) Rules, 1988 w, e, f 15th March, 2009, Company is required to obtain a certificate from a secretary in whole-time-practice under the Companies (Compliance Certificate) Rules, 2001 accordingly, M/s. Rao Saklecha & Co., Practicing Company Secretary, In do re has appointed the Secretarial Auditors of the company M/s. Rao Saklecha & Co., Practicing Company Secretary, Indore, Secretarial Auditors of the Company retire at the conclusion of the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

SECRETARIAL COMPLIANCE CERTIFICATE:

As required under the amended provisions of Section 383A of the Companies Act, 1956 a Secretarial Compliance Certificate obtained from Practicing Company Secretary is enclosed with the Directors' Report

REPORT ON CORPORATE GOVERNANCE:

In absence of any regular revenue stream, the Company is finding it difficult to comply with the provisions of listing agreement, however, the company has fairly complied with the requirement of Corporate Governance in terms of clause 49 of listing agreement. A detailed Corporate Governance Report is annexed as Annexure to the report.

DIRECTORS' RESPONSIBILITY STATEMENT:

Your Directors confirm that:

- in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared the annual accounts considering that all the fixed assets of the company or have been disposed off, dismissal of reference with BJFR, Settlement of workers, absence of any operations for last few years and absence of any possibility to restart the operational activity in near future.

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

Information as required under section 217(1 )(e) of the Companies Ad, 1956, read with the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is not applicable on the Company in view of no manufacturing operations in the company during the year

PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable on the company as there is no employee in the company.

FIXED DEPOSITS:

The Company has not accepted deposits from the public during the year

INDUSTRIAL RELATIONS:

Industrial relations with the employees were cordial upto the date of settlement with them. Therefore the directors wish to record their appreciation of the sincere and dedicated support by the employees of the company at all levels upto the date of settlement.

ACKNOWLEDGEMENT:

The Directors have pleasure in recording their appreciation of the continued assistance and co-operation extended to the Company by all the stakeholders.

For and on behalf of the Board of Directors For STI PRODUCTS INDIA LIMITED

(K. N. Garg)

Chairman Place: Indore Date: 30th June, 2011

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Mar 31, 2009

The Directors have pleasure in presenting the Thirty Fifth Annual Report of the Company with the Audited Statement of Accounts for the year ended 31st March, 2009.

PERFORMANCE DIJRING THE YEAR:

The continuance of closure of manufacturing operations during the year has resulted in losses to the Company, as with no manufacturing operations, the entire administrative and Interest expenditure remain unabsorbed. The accumulated losses of the Company as at 31s March, 2009 were marginally up at Rs. 2,824.91 lacs (Previous year Rs. 2,823.83 lacs).

FINANCIAL RESULTS:

As the Company did not has any manufacturing operation during the year, the financial figures are not comparable with the previous year, a summary of which is as under:

(Rs.in lacs) Particulars 2008-09 2007-08 Authorized Share Capital 400.00 400.00 Sales and other Income - - Total Expenditures 1.08 1.55 Interest and Finance: Chargds 0.00 0.00 Gross Profit / (Loss) (1.08) (1.55) Provision for taxation Goodwill written off - - Net Profit/(Loss) (1.08) (1.55) Balance b/f from previous year (2.823.83) (2.822.28) Balance carried to Balance Sheet (2,824.91) (2,823.83)

CLOSURE OF THE tOMPANY:

With a view to conserve resources from further depletion and to save administrative cost, the Company has given a closure notice with effect from 1st June, 2004 to the Labour Secretary, Department of Labour, Government of Karnataka, Bangalore. The dues of all the employees and workers of the Company have been settled and for more thin a year there is no employee working in the Company. The Company also does not own any assets for its operations.

REFERENCE TO BIJFR:

The members are awan; that as the accumulated losses as on 31st March, 2004 had went up to Rs. 1099 lacs, the net worth of Rs. 871 lacs of the company got completely eroded in the year 2003-04 and the provisions of Section 15 of the Sick Industrial Companies (Special Provisions) Act, 1985, (SICA) became applicable on the Company. Accordingly the Company had made a reference for registration to the Board for Industrial and Financial Reconstruction (BIFR). The BIFR has in its hearing held on 2A July 2006 dismissed the reference filed by the company o i the ground that the company does not own any industrial unit.

FUTURE OUTLOOK:

As already informed to all the| members earlier the company does not expect to commence any operations in the company as the Plant & Machinery ahd other fixed assets of the company have already been disposed off and therefore the prospects of the company appears to be critical. The management of the Coinpany also does not expect any turn around in the Company in near future.

DIRECTORS:

Shri Nirmal Singh, Director ojf your Company retires by rotation at the ensuing Annual General Meeting and being eligible offers himself fpr re-appointment.

AUDITORS:

The Company had received a notice from one of the member signifying its intention to propose the name of M/s. G R S R A & CO., Chartered Accountants, Bangalore, along with certificate from him that if appointment made it would be in conformity with the provisions of section 224 (1) (b) of the Companies Act, 1956, for the office of auditors instead of retiring auditors M/s Brahmayya & Co., Bangalore from the conclusion of ensuing annual general meeting till conclusion next annual general meeting.

DIRECTORSCOMMEN1JS ON AUDITORS QUALIFICATION:

Your Directors have taken note of the observations / suggestions of the Companys Auditors in their report including its annexure and positive measures have been taken to implement the same. All their points have been adequately covered and explained in the report of the Board of Directors as well as in notes to the accounts.

SECRETARIAL AUDITORS

As per the amendment in Section 383A of Companies Act, 1956 read alongwith Companies (Appointment and Qualification of Secretary) Rules, 1988 w.e.f 15* March, 2009, Company is required to obtain a certificate from a secretary :n whole-time-practice under the Companies (Compliance Certificate) Rules, 2001 accordingly, M/s. Rao Saklecha
SECRETARIAL COMPLIANCE CERTIFICATE

As required under the amended provisions of Section 383A of the Companies Act, 1956 a Secretarial Compliance Certificate obtained from Practicing Company Secretary is enclosed with the Directors Report.

REPORT ON CORPORATE GOVERNANCE:

In absence of any regular revenue stream, the Company is finding it difficult to comply with the provisions of listing agreement, however, tue company has fairly complied with the requirement of Corporate Governance in terms of clause 49 of listirg agreement. A detailed Corporate Governance Report is annexed as Annexure to the report.

DEMATERIALISATION FACILITIES:

Your Company is registered with National Security Depository Ltd. (NSDL) to facilitate its members to hold and trade their shares in electronic form. NSDL has provided us ISIN No. INE205G01014 with effect from November 15, 2003. The company has appointed,M/s Link Intime India Pvt. Ltd., Mumbai as Share Registrar and transfer agent of the company to facilitate physical as well as electronic transactions in shares and other services. SEBI has included Companys shares in the list"of compulsory trading in electronic form.

Therefore, the trading in the Companys equity shares through stock exchange in future will be in demat form only. However at present the shares of the company are not traded on any Stock Exchange.

DIRECTORS RESPONSIBILITY STATEMENT:

Your Directors confirm pat:

- In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- The accounting policies are consistently applied and reasonable, prudent judgment and estimates are made so as to give a true and fair view of the state of affairs of the company at the end of the financial year.

- The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

- The Directors have prepared the annual accounts considering that all the fixed assets of the company are either under disposal or have been disposed off, dismissal of reference with BIFR, Settlement of workers, absence of any operations for last few years and absence of any possibility to restart the operational activity in near future.

CONSERVATION 6F ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

Information as required under section 217(l)(e) of the Companies Act, 1956, read with the Companies (Disclosures of particulars in report of the Board of Directors) Rules, 1988, is not applicable on the Company in view of no manufacturing operations in the company during the year.

PARTICULARS OF EMPLOYEES:

The provisions of Section 217 (2A) of the Companies Act, 1956 are not applicable on the company as there is no employee in the company.

FIXED DEPOSITS:

The Company has not accepted deposits from the public during the year.

INDUSTRIAL RELATIONS:

Industrial relations witi the employees were cordial upto the date of settlement with them. Therefore the directors wish to record their appreciation of the sincere and dedicated support by the employees of the company at all levels upto the date of settlement.

ACKNOWLEDGEMENT:

The Directors have pleasure in recording their appreciation of the continued assistance and co-operation extended to the Company by all the stakeholders.

For and on behalf of the Board of Directors For STI PRODUCTS INDIA LIMITED (K. N. Garg) Chairman Place: Indore Date: 22nd July, 2009