stl global ltd Management discussions


Global Economic Overview and Indian Economic Conditions

Given fragile economic conditions, any new adverse development such as higher-than-expected inflation, abrupt rises in interest rates to contain it, a resurgence of the COVID-19 pandemic, or escalating geopolitical tensions could push the global economy into recession. This would mark the first time in more than 80 years that two global recessions have occurred within the same decade. Although global inflation is expected to moderate, it will remain above pre-pandemic levels. Global headline inflation in the baseline is set to fall from 8.7 percent in 2022 to 7.0 percent in 2023 on the back of lower commodity prices but underlying (core) inflation is likely to decline more slowly. Inflations return to target is unlikely before 2025 in most cases. The natural rate of interest is important for both monetary and fiscal policy as it is a reference level to gauge the stance of monetary policy and a key determinant of the sustainability of public debt. Public debt as a ratio to GDP soared across the world during COVID-19 and is expected to remain elevated. Supply-chain disruptions and rising geopolitical tensions have brought the risks and potential benefits and costs of geo economic fragmentation to the centre of the policy debate. While the Western world becomes the epicentre of global tensions, Emerging and Developing Economies (EMDEs) are expected to outpace them by growing at 3.9% in 2023 and 4.2% in 2024. Developing economies like South-East Asia and Latin America are poised to perform well and benefit from strong job markets and ambitious investment plans by governments in many countries. Emerging Asian economies led by China and India are bound to grow by 5.3% in 2023 and 5.1% in 2024 respectively.

India, meanwhile, enjoys a Goldilocks moment as it sees its economic activity gaining momentum amid continuing global uncertainties. The last quarters GDP data was pleasantly surprising but not completely unexpected. The GDP growth in the fourth quarter has pushed up the full-year GDP growth of FY2022 23 to 7.2%, 200 basis points (bps) higher than the earlier estimate. The recently released Annual Economic Review for the month of May 2023 highlighted that the post pandemic quarterly trajectories of consumption and investment have crossed pre pandemic levels.

Evidently, economists and analysts are bullish about the Indian economy. Our growth forecasts for FY2023 24 remain similar to our April forecast, although higher-than-expected growth in FY2022 23 has raised our base for comparison. That said, we have raised our lower limit of the range given the buoyancy of the economy. We expect India to grow between 6% and 6.3% in FY2023 24 and have a stronger outlook thereafter. In fact, if global uncertainties recede, we expect growth to surpass 7% over the next two years.

Industry Structure, Development & Size of Market:

The textile and apparel exports in 2022 grew to US $44.4 billion in FY22 compared to US $29.9 billion in FY21, marking an increase of 41% YoY. Recent trends in textile industry, significant government reforms and increased consumer demand primarily drive revenue growth. The Indian textile industry has its own limitations such as access to the latest technology and failures to meet global standards in the highly competitive export market. Countries like China, Bangladesh, and Sri Lanka gives fierce competition in low price garment market. The industry has earned a unique place in the economy due to its strong future outlook, numerous employment opportunities have been generated, and the strong export numbers can be seen in the upcoming time. While the overall economy is relatively strong and is outperforming major economies, the textile sector is a notable exception and orders suggest the downturn will continue well into 2023, raising the risk of layoffs in an industry that employs more than 45 million people.

Exports, which constitute about 22% of the industry, have fallen for five months in a row - declining over 15% year-on-year in November to $3.1 billion. Domestic sales are sluggish despite strong growth in the overall economy because of high costs and cheap imported garments, manufacturers say.

Opportunities & Threats

Opportunities:

Economic and political instabilities in China, Sri Lanka, Myanmar, Bangladesh, and Pakistan has played out in favour of India as the major economies are again looking at India as stable & reliable supplier for their requirement.

Free Trade Agreements with various Countries has opened up New Markets for Textile Industry.

Comprehensive Economic Partnership Agreement (CEPA) with UAE and expected favourable trade agreements with UK / Europe present an opportunity for textile manufacturers to expand into new markets and diversify their customer base.

Sustainability & Environment Security Governance awareness in Indian Industry has opened up supplies of Sustainable and eco-friendly products. This offers an opportunity for textile manufacturers to develop new products that are made from recyclable & renewable materials and produced using sustainable & Green manufacturing processes.

Threats:

The biggest threat & Challenge before the industry is to manufacture low cost but quality products. There has been regular increase in low cost garments due to increase in inflation in various developed economies. There is cut throat competition with other countries to manufacture low cost cotton products in terms of availability of low-cost man-made fibres. Consumers are shifting their focus to low-cost products which has led to intense competition and pricing pressure in the global textile industry.

The new challenge is to reduce costs while complying with Environmental and social regulations.

The other major threat is to maintain the supply level in terms of Exports to European Countries & US as these economies are facing the worst phase of Inflation. This has badly affected the Global demand and pricing.

Shortage in supply of raw materials: Because of pollution issues some unit of China and Europe has been shut down due to which rise in the prices of basic raw material has resulted and there are many other factors like weather etc. which are influencing the raw material supply.

Infrastructure bottlenecks: The low quality of Indias infrastructure continues to lag behind that of many other Asian countries.

The Management of your company has proved itself and also committed to face all the challenges and exploit the available opportunities and take your company to new heights.

SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2023

[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No. 9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To, The Members,

STL GLOBAL LIMITED

UNIT NO-111 BLOCK NO-1, FIRST FLOOR TRIBHUWAN COMPLEX, ISHWAR NAGAR NEW DELHI

I have conducted the Secretarial Audit of the compliances of applicable statutory provisions and the adherence to good corporate practices by M/s STL GLOBAL LIMITED (CIN: L51909DL1997PLC088667) (hereinafter called the company). The secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts / statutory compliances and expressing our opinion thereon.

Based on my verification of the Companys books, papers, minute books, forms and returns filed and other records maintained by the Company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st March, 2023 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. STL GLOBAL LIMITED for the financial year ended on 31st March, 2023 according to the provisions of: (i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA) and the rules made thereunder; (iii) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act): a. The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011; b. The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015; c. The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations,2009 d. The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 e. The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

And hereby certify that the Company has duly made compliance with all the applicable provisions of the above said Acts & Regulations.

I have also examined compliance with the applicable clauses of the following: (i) Secretarial Standards issued by The Institute of Company Secretaries of India (ii) The Listing Agreement entered into by the Company with the Stock Exchanges.

(iii) The SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

I further report that -

Keeping in view the nature of activities carried by the company during the period under audit, the following Acts, Rules, Regulations, Guidelines, Standards etc. are not applicable to the company during the audit period-

i) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Borrowings; ii) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999; iii) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008; v) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client; vii) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998.

I further report that-

As informed by the Company, the board of Directors of the Company, the board was duly constituted with proper balance of Executive Directors, Non-Executive Directors, Independent Directors and Women Directors as on 31st March, 2023. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were generally sent at least seven days in advance and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

All decisions of the Board Meetings are carried out unanimously as recorded in the Minutes of the Meetings of the Board of Directors.

I further report that during the audit period following are the specific event/actions taken by the Company which have major bearing on the companys affairs in pursuance of the act, rules, regulations, guidelines, standards etc. referred above:

For Vijay Mourya & Associates

Sd/-

Vijay Bahadur

Proprietor

CP No. 13053

UDIN: F010167E000752799

P.R. No.: 2169/2022
Date: 08th August, 2023
Place: Faridabad

Note: This report is to be read with the notes of even date which is annexed as ‘Annexure A and forms an integral part of this report.