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स्टर्लिंग इंटरनैशनल एंटरप्राइजेज निदेशकों की रिपोर्ट, स्टर्लिंग इंटरनैशनल एंटरप्राइजेज निर्देशकों द्वारा रिपोर्ट

स्टर्लिंग इंटरनैशनल एंटरप्राइजेज

बीएसई: 508998  |  NSE: N.A  |  ISIN: INE696C01021  |  Computers - Software Medium & Small

खोजें स्टर्लिंग इंटरनैशनल एंटरप्राइजेज कनेक्शन Jun 15
निदेशकों की रिपोर्ट वर्षांत : Mar '16

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure in presenting 32nd Annual Report for the nine months period ended on March 31, 2016. The Accounting year of the Company has been changed from July-June to April-March in line with the provisions of the Companies Act, 2013, which prescribe a uniform financial year. Accordingly, current year''s Annual Accounts and Report of the Company are for a period of nine months from July 1, 2015 to March 31, 2016. These figures, therefore, are not comparable with those of the previous year ended on June 30,2015.

FINANCIAL RESULTS FOR THE NINE MONTHS ENDED ON MARCH 31, 2016

(Amount'' in Lacs)

9 Months

12 Months

9 Months

12 Months

ended on

ended on

ended on

ended on

Particulars

March 31, 2016

June 30, 2015

March 31, 2016

June 30, 2015

Consolidated Results

Standalone Results

2015-16

2014-15

2015-16

2014-15

Income from Operations

43,981.38

56,768.61

115.35

156.58

Other Income

30.12

34.35

30.12

34.35

Total Income

44,011.51

56,802.96

145.48

190.93

Earnings before Depreciation, Interest & Tax

20,143.07

21,044.91

75.05

90.19

Less : Depreciation

14,628.34

18,448.43

44.68

60.27

Interest

1,419.97

1714.30

00.00

00.00

Profit Before Tax

4,094.76

882.18

30.37

29.92

Provision for Taxation

3.57

7.15

3.57

7.15

Net Profit for the year

4,091.19

875.03

26.79

22.77

OPERATIONS

The total income of the Company on standalone basis in the current year has been Rs, 145.48 Lacs and in the previous year it was Rs, 190.93 lacs. The total income of the Company on the consolidated basis in the current year has been Rs, 44,011.51 lacs and in the previous year it was Rs, 56,802.96 Lacs. The Company''s Substantial Investment is in the overseas subsidiaries, which are in the business of Oil related activities. The Major Income of the Company is due to the operations of the subsidiaries in Oil related activities, which are reflected in the Consolidated Financial Statements.

DIVIDEND &TRANSFERTO RESERVE

The Directors do not recommend any dividend for the current year with view to conserve the resources and also no amount is proposed to be transferred to reserves.

SHARE CAPITAL

The paid up Equity Share Capital of the Company as on March 31, 2016 was '' 271,403,068 divided into 271,403,068 Equity Shares ofRs, 1/- each. There has not been any change in the Equity Share Capital of the Company during the Financial Year of nine months ended on March31,2016.

NUMBER OF BOARD MEETINGS

During the period of nine months ended on March 31, 2016, the Board of Directors met 3 (three) times viz., on August 28, 2015, November 5,2015 and February 11,2016. The maximum interval between any two meetings did not exceed 120 days. Details of the meetings of the Board along with the attendance of the Directors therein have been disclosed as part of the Corporate Governance Report.

COMMITTEES OF THE BOARD OF DIRECTORS

The Board has constituted following committees of Directors to deal with matters and monitor the activities falling within the respective terms of reference:-

- Audit Committee

- Nomination and Remuneration Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

The details of the membership, terms of reference and attendance at the meetings of the above Committees of the Board are provided in the Corporate Governance Report forming a part of this Annual Report. There has been no instance where the Board has not accepted the recommendations of the Audit Committee.

DIRECTORS

Pursuant to Section 152 of the Companies Act, 2013, Mr. Nitin Sandesara and Mr. Chetan Sandesara, Directors of the Company, retires by rotation and being eligible, offers themselves for re-appointment at the ensuing Annual General Meeting.

DECLARATION OF INDEPENDENCE BY DIRECTOR

Pursuant to the provisions under Section 134(3)(d) of the Companies Act, 2013, with respect to statement on declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013, the Board hereby confirm that all the Independent Directors of the Company have given a declaration and have confirmed that they meet the criteria of independence as provided in the said Section 149(6) read with Regulation 16 of Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations, 2015.

SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANIES

The Company has the following five direct and indirect overseas subsidiary companies as on March 31,2016:

1. British Oil & Gas Exploration Private Limited, Mauritius (BOGEPL)

BOGEPLis 100% owned subsidiary of the Company which is a Holding Company of British Oil Resources Limited.

2. British Oil Resources Limited, Mauritius (BORL)

BORL is 100% owned subsidiary of BOGEPL and holds the entire issued share capital of SORL & GGL and 99.96% of the entire issued share capital of BOGEL.

3. British Oil & Gas Explorations Limited, British Virgin Islands (BOGEL)

BOGEL is 99.96% owned subsidiary of BORL. The Company is engaged in business of oil rigs and associated services, which involves the purchase of oil rigs and letting it on hire by deployment of rigs on oil fields for drilling.

4. Sterling Oil Resources Limited, British Virgin Islands (SORL)

Sterling Oil Resources Limited is a 100% subsidiary of BORL. The company is engaged in the business of oil trading and other related products.

5. Geodynamics Geospectra Limited, British Virgin Islands (GGL)

Geodynamics Geospectra Limited (GGL) is 100% owned subsidiary of BORL. The Company provides services in the collection and interpretation of seismic data. It is capable of acquiring both two-dimensional and threedimensional seismic data. Seismic data is collected by causing an explosion in the area beneath a shot-hole and then capturing the resulting resonance by a geophone and a telemetry system. Interpretation of the seismic data collected helps in identifying the precise points for well drilling. During the year, the Board of Directors (the Board) reviewed the affairs of material subsidiaries. We have, in accordance with Section 129(3) of the Companies Act, 2013 prepared consolidated financial statements of the Company and all its subsidiaries, which form part of the Annual Report. Further, the report on the performance and financial position of each of the subsidiary, associate and joint venture and salient features of the financial statements in the prescribed Form AOC-1 is given. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited financial statements of each of the subsidiary will be available on our website www.sterinternational.com. These documents will also be available for inspection during business hours at the registered office of the Company.

The Board has approved a policy for determining material subsidiaries and same is uploaded on the website of the company. The web link for the same is as under; www.sterinternational.comPages/policy.aspx

DEPOSITS

During the period of nine months ended on March 31, 2016, your Company has not accepted any fixed deposits from the public falling under Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014. Thus, as on March 31, 2016, there were no deposits which remain unpaid or unclaimed and due for repayment.

AUDITORS

The Statutory Auditors, M/s. H. S. Hathi & Co., Chartered Accountants, Mumbai (Firm Registration No:103596W) who will retire at the conclusion of 32nd Annual General Meeting to be held on September 28, 2016 and being eligible, will offer himself for re-appointment.

The Company has received letter from M/s. H. S. Hathi & Co., Chartered Accountants, to the effect that their appointment, if made, would be within the prescribed limits under Section 141(3)(g) of the Act and that they are not disqualified for such appointment within the meaning of Section 141 of the Act.

The observations and comments given by Auditors in their report read together with notes to Accounts are self explanatory and hence do not call for any further comments under Section 134 of the Act. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

SECRETARIALAUDITOR

A Secretarial Audit was conducted during the period of nine months ended on March 31, 2016 by the Secretarial Auditor M/s. S. Bhattbhatt & Co. a Company Secretary in Practice. There are no qualifications or observations or remarks made by the Secretarial Auditor in their Report. The Report of Secretarial Audit in form of MR-3 for period of nine months ended on March 31,2016 is attached as Annexure - 2 to the Report.

RELATED PARTYTRANSACTIONS

All contract(s)/arrangement(s)/transaction(s) entered into by your Company with its related parties, during the year under review, were:

- in ordinary course of business of the Company;

- on an arm''s length basis; and

- not material,

As per the provisions of Section 188(1) of the Act read with Companies (Meetings of Board and its Powers) Rules, 2014. Accordingly, Form AOC-2, prescribed under the provisions of Section 134(3)(h) of the Act and Rule 8 of the Companies (Accounts) Rules, 2014, for disclosure of details of Related Party Transactions, which are not at arm''s length basis and also, which are material & at arm''s length basis, is not provided as an annexure of the Directors'' Report.

However, details of the Related Party Transactions entered into during the year under review and as on March 31, 2016, are disclosed as part of the financial statements of your Company for the year under review, as Note 20. Further, pursuant to the provisions of the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Board has, approved and adopted a Policy on Related Party Transactions. The said policy is available on your Company''s website viz. www.sterinternational.com /Pages/policy.aspx

TRANSFEROF UNCLAIMED DIVIDENDTO INVESTOR EDUCATION AND PROTECTION FUND

The provisions of Section 125(2) of the Companies Act, 2013 do not apply as there was no dividend declared and paid by the Company.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

The Company does not have any loan, guarantee or investments except as stated in Note No. 23 forming part of financial statements.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY''S OPERATIONS IN FUTURE

During the period of nine months ended on March 31, 2016, there were no such orders passed by the regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate internal control procedures commensurate with its size and nature of business. The business control procedures ensure efficient use and protection of Company''s resources and compliance with policies, procedures and statutory requirements.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY

There have been no material changes and commitments, affecting the financial position of the Company which occurred between the end of period of nine months ended on March 31,2016 to which the financial statements relate and the date of this report.

NOMINATION AND REMUNERATION POLICY

The Company follows a policy on nomination and remuneration of Directors and Senior Management Employees. The Policy is approved by the Nomination and Remuneration Committee. The policy on the above is attached herewith as an Annexure-4.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Corporate Social Responsibility (CSR) is a Company''s sense of responsibility towards the community and environment in which it operates. It is the continuing commitment by business to behave ethically and contribute to economic development of the society at large and building capacity for sustainable livelihoods. The Company believes in conducting its business responsibly, fairly and in a most transparent manner. It continually seeks ways to bring about an overall positive impact on the society and environment where it operates and as a part of its social objectives.

This policy has been formally formulated and adopted in terms of Section 135 of the Companies Act, 2013 and Rules framed there under to undertake CSR activities.

The responsibilities of the CSR Committee include:

1. Formulating and recommending to the Board of Directors the CSR Policy and indicating activities to be undertaken.

2. Recommending the amount of expenditure for the CSR activities.

3. Monitoring CSR activities from time to time.

In view of the average annual net profit for the past three years comes to negative figure which is calculated as per the applicable provisions for the Companies Act, 2013, your Company was not required to spend any amount towards the CSR activity, as per the applicable provisions of Section 135 of the Companies Act, 2013. Accordingly, the details of the CSR activities during the year under review are not provided in this Report.

BOARDEVALUATION

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 the Corporate Governance requirements as prescribed by Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015.

The performance of the Committees was evaluated by the Board after seeking inputs from the Committee members on the basis of the criteria such as the composition of Committees, effectiveness of Committee meetings, etc.

The Board and the Nomination and Remuneration Committee reviewed the performance of the individual Directors on the basis of the 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 addition, the chairman was also evaluated on the key aspects of his role.

In a separate meeting of Independent Directors, performance of Non-Independent Directors, performance of the board as a whole and performance of the chairman was evaluated, taking into account the views of Non-Executive Directors. The same was discussed in the Board meeting that followed the meeting of the Independent Directors, at which 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 GOVERNANCE

Corporate Governance requirements under the Companies Act, 2013, and as stipulated under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. A separate section on corporate governance under the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, along with the certificate from the Statutory Auditor confirming the compliance, is annexed and forms part of this Annual Report in Annexure - 3.

MANAGEMENT DISCUSSION & ANALYSIS

Management Discussion and Analysis for the year under review, as stipulated under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in a separate section forming part of the Annual Report in Annexure-5.

EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure -1. PARTICULARS OF EMPLOYEES

There are no employees drawing remuneration of more than One crore and two lacs rupees limit as specified under provisions of Section 197(12) of the Act and Rule 5(2) & 5(3) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

VIGILMECHANISM

Your Company has a well-defined ''Whistle Blower Policy'' and established Vigil Mechanism to provide for adequate safeguard against victimization of Directors and employees who follow such mechanism and also make provisions for direct access to the chairperson of Audit Committee in appropriate cases. Details of the Vigil Mechanism policy are made available on the Company''s website atwww.sterinternational.com/Pages/policy.aspx.

FAMILIARISATION PROGRAMME FORINDEPENDENT DIRECTORS

All new Independent Directors (IDs) inducted into the Board are given an orientation. Presentations are made by Other Directors and Senior Management giving an overview of the Company''s operations, to familiarize the new IDs with the Company''s business operations. The new IDs are given an orientation on our products, group structure and subsidiary Company, Board constitution and procedures, matters reserved for the Board, and the Company''s major risks and risk management strategy. The Policy on the Company''s Familiarization Programme for IDs can be accessed atwww.sterinternational.com/Pages/policy.aspx.

INTERNALCONTROLANDITSADEQUACY

The Company has adequate internal controls and processes in place with respect to its financial statements which provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements. These controls and processes are driven through various policies, procedures and certifications. The processes and controls are reviewed periodically. The Company has a mechanism of testing the controls at regular intervals for their design and operating effectiveness to ascertain the reliability and authenticity of financial information.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013

The Company has in place a Policy against Sexual Harassment at work place in line with the requirement of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set-up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary and trainees) are covered under this Policy. No complaint received by the Committee during the year.

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

In accordance with the provisions of Section 134 (3) (m) of the Companies Act, 2013 the required information relating to conservation of energy, technology absorption is not required to be given as Company do not have any manufacturing activities. There is no foreign exchange earnings or outgo during the year.

DIRECTORS''RESPONSIBILITYSTATEMENT

Pursuant to the requirement under Section 134(3)(c) of the Companies Act, 2013, your directors hereby states that:

a) In the preparation of the annual accounts, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) The Accounting Policies have been selected and these have been applied consistently and judgments and estimates made thereon are reasonable and prudent, so as to give a true and fair view of the state of affairs of the Company for the nine months period ended on March 31, 2016 and of the Profit of the Company for the aforesaid period;

c) 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) Annual accounts of the Company have been prepared on a ''Going Concern'' basis;

e) Internal Financial Controls have been laid down and being followed by the Company and that such Internal Financial Controls are adequate and were operating effectively; and

f) Proper systems to ensure compliance with the provisions of all applicable laws have been devised.

ACKNOWLEDGMENT

Your Directors would like to express their sincere appreciation for the contribution made by the Shareholders, Suppliers, Customers, Stockiest & Importers and Bankers of the Company during the year under report.

For and on behalf of the Board of Directors

Chetan Sandesara Nitin Sandesara

Director Director

Mumbai : September 01, 2016 (DIN: 00255671) (DIN: 00255496)

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `566.52 Cr की खरीदारी की
  • MARKET CUES : DIIs ने कैश में `183.41 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `800 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `818 Cr की बिकवाली की
  • MARKET CUES : इंडेक्स ऑप्शंस में `140.36 Cr की खरीदारी की
  • MARKET CUES : स्टॉक फ्यूचर्स में `42.76 Cr की बिकवाली की
  • MARKET CUES : स्टॉक ऑप्शंस में `79.20 Cr की बिकवाली की
  • MS ON TCS : Equal-weight रेटिंग, लक्ष्य `1,980/Sh
  • MS ON TITAN : Equal-weight रेटिंग, लक्ष्य `1240/Sh
  • MS ON ICICI BANK : Overweight रेटिंग, लक्ष्य `665/Sh

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