The Board of Directors presents the 67th Annual Report of the Company and its Audited
Statement of Accounts for the year ended March 31, 2023 together with the Auditors Report
and Comments on the Accounts by the Comptroller and Auditor General (CAG) of India.
FINANCIAL RESULTS
The performance of the Company during the year 2022-23 vis-?-vis the previous
year is summarized in the table below:
Rs Crore
|
2022-23 |
2021-22 |
| TURNOVER |
- |
- |
FINANCIALS |
|
|
| Income |
85.04 |
77.36 |
| Expenses |
47.93 |
125.95 |
Profits |
|
|
| Profit Before Tax |
37 |
(49) |
| Profit After Tax |
33 |
(94) |
Net Worth |
(1029) |
(1082) |
OPERATIONS AND BUSINESS PERFORMANCE
In pursuance of direction of the Ministry of Commerce
& Industry and approval of the Board of Directors, STC continued as a
‘non-operative company during 2022-23 also and no business activities were
undertaken by the STC during the year. However, the company continued monitoring of
counter trade obligation as per directions of the Department of Commerce.
The rental income is the only source of income of STC and available surplus office
space at JVB has been rented out to various Govt. Departments/ PSUs/PSU Banks, etc. As a
result, the net rental income of STC increased to Rs. 73 crore (approx.) during the year
2022-23 as compared to Rs. 65 crore (approx.) during 2021-22.
During the year 2022-23, the Company reported a net profit (after tax) of Rs. 32.89
crore as against the net loss (after tax) of Rs. 93.97 crore reported during the year 2021-22.
The same was mainly due to enhanced rental income and reduction in establishment cost in
view of overall reduction in the manpower of the Company. However, there was no trading
income during 2022-23 due to stoppage of business activities by STC since November
2020 in pursuance of direction of the Ministry.
SETTLEMENT OF OUTSTANDING DUES WITH THE BANKS
The Company continued to follow-up with the lender banks for expediting the
finalisation of One Time Settlement (OTS) for settling their remaining dues in line with
the decision taken during the high level meeting chaired by Honble CIM on 29.08.2019
regarding One Time Settlement of dues of STC with the Banks. An amount of
Rs. 1100 crore has already been paid to the lender banks and as per decision STCs
identified immovable properties worth Rs. 300 crore (approx.) to be transferred to Banks
on as is where is basis as full and final settlement under the OTS. However, the Draft
Memorandum of One Time Settlement (MOTS) forwarded by Banks to STC was not in-line with
the decision taken during the meeting held on 29.08.2019. As such, OTS is yet to be
concluded due to deviation by the Banks from original terms of OTS agreed upon during the
meeting chaired by Honble CIM. The case filed by Consortium of lender banks is still
going on in Debt Recovery Tribunal (DRT). Last date of hearing in DRT was on 26.07.2023.
The matter is being placed before the Board regularly for information and further
direction. The matter has also been informed to the Administrative Ministry for further
directions.
DIVIDEND
The Company had a negative net worth of Rs. 1028.67 crore approx. (excluding
revaluation reserves) as on 31.03.2023. Further, the accumulated losses of STC were Rs.
1156.04 crore as on 31.03.2023, therefore the Board of Directors of the Company have not
recommended any dividend for the year 2022-23.
RESERVES (OTHER EQUITY)
An amount of (-) Rs. 257.57 Crore (including revaluation reserve of Rs. 884.60 Crore)
was available in the other equity of the company as on 01.04.2022. An amount of Rs. 53.51
Crore (PAT: Rs. 32.89 Crore and other comprehensive income Rs. 20.62 Crore) has been
transferred to retained earnings. Accordingly, as on 31st March, 2023, the other equity
stood at (-) Rs. 204.06 Crore.
HUMAN RESOURCE Manpower
STC had 149 employees on its rolls as on 31.03.2023, which included 89 managers and 60
staff. During the year 2022-23, 14 employees separated from the Company due to
VRS/Superannuation/Resignation/Death/CRS.
Recruitments
The Company did not make any recruitment during the year 2022-23.
Industrial Relations
During the year 2022-23, the company continued to maintain harmonious industrial
relations. No man days were lost.
Recruitment of SC/ST/OBC/PWD
The Company always implements Government of Indias directives and guidelines issued
from time to time with regard to recruitments of SC/ST/OBC/PWD.
Human Resource Development
The Company continued as ‘non-going concern during the year 2022-23.
OFFICIAL LANGUAGE
As a Central Public Sector Enterprise (CPSE), in pursuance of O cial Language Policy,
the Company is striving towards maximum use of offcial language i.e. Hindi in its
day-to-day offcial work. In addition, necessary training through Hindi workshops is given
to employees from time to time and meetings are also organized regularly in the Company.
Every year on the occasion of Hindi Diwas, Rajbhasha Pakhwada is organized in the
Company During 2022-23, Rajbhasha Pakhwada was organized in the Company in September, 2022
and various Hindi competitions and programs were organized during this period. The winning
employees of Hindi competitions were encouraged by giving prizes.
VIGILANCE ACTIVITIES
During the year 2022-23, measures were undertaken to expedite timely completion of
investigations and disciplinary proceedings as per CVCs instructions. Further, CTE Type
inspections were conducted in respect of service matters being carried out in the
organisation, as per CVCs guidelines.
Vigilance Awareness Week 2022(VAW) was observed in the Company from 31st October, 2022
to 06th November, 2022 on the theme "Corruption free India for a developed
Nation" ?HkzVkpkj eqDr Hkkjr & fodflr Hkkjr? at Corporate Office, Agra
Branch & Representative Offices. On this occasion, Integrity Pledge was administered
to all the employees of the Corporate Office. In-house activities such as Essay Writing
competition, slogan writing competition etc. were also undertaken during VAW 2022 on the
topics/theme – "Corruption undermines quality of public life & acts as
obstacle for development of nation" and ""kq) djks vkpkj&fopkj] nwj
gksxk HkzVkpkj] Hkkjr gksxk fodflr jkV?", "Corruption free India for a
developed nation" and
" HkzVkpkj eqDr Hkkjr & fodflr Hkkjr" respectively.
Further, various internal housekeeping activities were also undertaken in the focus
areas of CVC during the three-months campaign period i.e. 16th August, 2022 to 15th
November, 2022. During the year 2022-23, Vigilance clearances have been given to various
employees of the Company for purposes such as superannuation, foreign visit, etc. Further,
vigilance clearance was also given to employees being reviewed under FR 56(J) and a total
of 35 APRs were scrutinized during the year. Two complaints received in 2022-23 and one
disciplinary proceedings case was disposed-o during the year. Further, 5 disciplinary
proceedings case were pending as on 31.03.2023.
PERFORMANCE OF SUBSIDIARY COMPANY
STCL Limited (Formerly, Spices Trading Company Limited)
In view of extraordinary losses su ered by STCL leading to erosion of its net worth and
remote possibility of its turnaround, the Union Cabinet had, in August 2013, decided to
wind up STCL. Accordingly, a winding up petition was filed by STCL before the Honble High
Court of Karnataka and the same continues to be pending due to objections raised by Banks.
STCL has a negative net worth and no business operations are being undertaken by STCL.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
As per the requirement of Regulation 34(2) (e) and Schedule V of the SEBI (Listing
Obligation and Disclosure Requirements) Regulation 2015, a detailed Management Discussion
and Analysis Report forming part of the Annual Report of the Company is placed at Annexure-I.
ANNUAL RETURN
Pursuant to Section 92(3) of the Companies Act 2013, a copy of the Annual Return is
available on the website of the Company: www.stclimited.co.in.
ANTI SEXUAL HARASSMENT POLICY
The Company has a laid down Anti Sexual Harassment Policy in line with the requirements
of The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013. An Internal Complaints Committee has been set up to redress complaints received
in this regard. All employees (permanent, contractual, temporary, trainees) are covered
under this policy. Committees report on two sexual harassment complaints has been
submitted to the Competent Authority.
RIGHT TO INFORMATION
In order to promote transparency and accountability, an appropriate mechanism has been
put in place in the Company to provide information to citizens under the provisions of
Right to Information (RTI) Act, 2005. For this purpose, the Company has, in line with the
RTI Act, nominated Central Public Information Officers (CPIOs) for its Divisions at New
Delhi and at Branch/Representative Offices across the country. For the convenience of
public, a coordinating CPIO has also been nominated. First Appellate Authorities have also
been nominated for considering the appeals of information seekers against the orders of
CPIOs.
DEPOSITS
The Company did not accept any public deposits during the year under review. Therefore,
the requirements of Chapter V of the Companies Act, 2013 are not applicable to it.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186
During the year 2022-23, the Company did not provide/ give any loans, guarantees or
made any investment as specified under section 186 of the Companies Act, 2013.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED TO IN SUBSECTION
(1) OF SECTION 188 IN THE PRESCRIBED FORM
The Company did not enter into any contracts or arrangements with related parties as
referred to in subsection (1) of section 188 of the Companies Act, 2013, during the year
under review as STC is not undertaking any business activity and continuing as a
non-operative Company for the time being.
CORPORATE SOCIAL RESPONSIBILITY (CSR) AND SUSTAINABILITY
As per Section 135 of the Companies Act, 2013, the Company was not mandated to allocate
CSR budget for the year 2022-23 due to average net loss of last three preceding financial
years. Moreover, in pursuant to direction of the Administrative Ministry, STC is
continuing as non-operative Company. Thus, no CSR activities were undertaken during the
year 2022-23.
STCs annual report on Companys CSR activities in prescribed format as per the
Companies (Corporate Social Responsibility Policy) Rules, 2014 is placed at
Annexure-II.
PUBLIC PROCUREMENT POLICY
During the year 2022-23, the Company made procurement worth Rs. 2.04 crore from MSEs,
which accounted for 90.27 percent of the total value of annual procurement of Rs. 2.26
crore made by STC of the goods produced and services being rendered by MSEs as against 25
percent target specified in the guidelines for procurement from MSE. The procurement from
women and SC/ST entrepreneurs during the year 2022-23 was NIL either due to no
participation by women and SC/ ST entrepreneurs in the tender process or no women and
SC/ST entrepreneurs being declared successful in the procurement tender process. The
Company is following applicable procurement guidelines including procurement from GeM.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, ETC.
The information required to be disclosed in accordance with the Companies (Accounts)
Rules, 2015 is ‘Nil as the Company is mainly engaged in trading activities. However,
no business activities were carried out by STC during the year 2022-23.
FINANCIAL ACCOUNTING
The financial statements have been prepared in accordance with Indian Accounting
Standards (Ind AS) notified under the Companies (Indian Accounting Standards) Rules and
comply in all material aspects with the relevant provisions of the Companies Act, 2013 and
other accounting principles generally accepted in India. Further, financial statements
have been prepared on non-going concern basis in pursuance of directions given by the
Board of Directors in its 639th adjourned meeting held on 05.04.2021.
The financial statements have been prepared under the historical cost convention on
accrual basis except certain financial assets and liabilities which are measured at fair
value of amortized cost at the end of each financial year. Management has made judgments,
estimates and assumptions that affect the application of accounting policies and the
reported amount of assets, liabilities, income and expenses and actual results may differ
from these estimates. Estimates and underlying assumptions are reviewed on a non-going
basis. Revisions to accounting estimates wherever necessary are recognized prospectively.
INTERNAL FINANCIAL CONTROLS
The appointment of Internal Auditors for FY 2022-23 was made through GeM and Audit
Committee of Directors reviewed the reports of Internal Auditors during the financial year
2022-23.
NUMBER OF MEETINGS OF THE BOARD
During the financial year 2022-23, five (5) meetings of the Board of Directors were
held.
DECLARATIONS GIVEN BY INDEPENDENT DIRECTOR
All the Part-time Non-O cial Directors (Independent Directors) on the Board of STC have
afirmed that they meet the criteria of Independence as provided in Section 149(6) of the
Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 for the financial year ending 31.03.2023.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION ETC.
STC being a Government company, all members of the Board are appointed by the President
of India through Administrative Ministry i.e. the Ministry of Commerce & Industry,
Government of India, which, inter-alia, fixes the remuneration through their appointment
orders/pay fixation orders.
The non-executive part-time offcial Directors (Government nominees) are not entitled to
any remuneration or sitting fees. The part-time non-o cial (Independent Directors) are
paid sitting fee for each Board / Committee meetings attended by them as approved by the
Board from time to time as per the limits laid down in Companies Act, 2013 and other
related rules.
The eligibility criterion for appointment of Independent Directors is laid down by the
Department of Public Enterprises, Government of India which is as per the relevant
provisions of Companies Act and the SEBI Regulations. The positive attributes expected to
be exhibited by the Independent Directors are conveyed to them on their appointment and a
declaration in the prescribed format is obtained from them every year to confirm that they
continue to qualify as Independent Directors.
ANNUAL EVALUATION OF THE PERFORMANCE OF THE BOARD, ITS COMMITTEES AND INDIVIDUAL
DIRECTORS
The Ministry of Corporate Affairs vide its notification No. GSR 463(E) dated June 5,
2015 exempted Government Companies from certain provisions of the Companies
Act, 2013, which include, inter-alia, sub section (6) of Section 149, subsections (2),
(3) & (4) of Section 178 regarding appointment, performance evaluation and
remuneration. As per the said notification, Section 134(3) (p) regarding performance
evaluation of directors also shall not apply to Government Companies in case the directors
are evaluated by the Ministry or Department of the Central Government which is
administratively in charge of the Company.
The appointment of Chairperson, Functional Directors, Part-time O cial Directors
(Government Nominee) as well as Part-time non-O cial Directors (Independent Directors) on
the Board of STC is made by Government of India through the Ministry of Commerce &
Industry. Further, the terms and conditions of appointment as well as tenure of all
directors are also decided by the Government and there is a procedure for evaluation of
performance of Chairperson and Functional Directors by the Administrative Ministry.
RISK MANAGEMENT POLICY
Risk Management Framework was implemented in the Company to add objectivity to the
process of risk assessment while taking a decision on accepting or rejecting a trade
proposal. The Risk Management Framework measures the risk involved in a business proposal
in the form of a total risk score which is weighed vis-?-vis available risk mitigation
measures. However, no business activities were carried out by STC during the year 2022-23
and the Company continued as a non-operative Company during the year in pursuance of the
directions of Administrative Ministry/Board. Further, accounts of the Company for the year
2022-23 were published on non-going concern basis in pursuance of Boards direction.
Further, an Anti-Fraud Policy has been implemented in STC in order to enforce controls
and to aid in prevention and detection of frauds in the Company. The Policy intends to
promote consistent legal and ethical organizational behaviour by assigning responsibility
for the development of controls, and providing guidelines for reporting and conduct of
investigations of suspected fraudulent behaviour.
HEDGING
During the year, guidelines were in place requiring forward foreign exchange cover to
be taken in respect of transactions involving STC funds. The Company did not take any
exposure in volatile commodities/ market condition during 2022-23 and therefore no such
transactions were undertaken by the Company
CORPORATE GOVERNANCE
Pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015
and Guidelines on Corporate Governance for CPSEs issued by the Department of Public
Enterprises (DPE), Govt of India, a Report on Corporate Governance for the year 2022-23
forming a part of this report is placed at Annexure-III.
The Company has complied with the conditions of Corporate Governance as stipulated in
the above referred Regulations and DPE guidelines on Corporate Governance for CPSEs. The
Compliance certificate from the practising Company Secretary in this regard, forming a
part of this Report, is placed at Annexure -IV.
The Company has got its Secretarial Audit for the financial year ended 31st March, 2023
conducted by M/s Parveen Rastogi & Co,, Practising Company Secretaries and their
report forming a part of this Annual Report, is placed at
Annexure-V.
The Company has made available all information of interest to its investors on its
website, namely, www.stclimited.co.in
The Company has also put in place various policies such as:
• Whistle Blower Policy
• Web Archival Policy
• Policy on Preservation of Documents
• Policy on Materiality of Related Party Transactions and dealings with Related
Party Transactions
• Code of Conduct regarding prohibition of Insider Trading and Code of Fair
Disclosure and Conduct
• Policy for determination of materiality of events and information and their
disclosures.
• Policy for determining material subsidiaries.
The above policies are also available on STCs website. During the year 2022-23, a
separate Meeting of the Independent Directors was held on 10.02.2023 at the Registered
Office of the Company.
COST RECORDS
The Central Government has not prescribed the maintenance of cost records for the
Company under Section 148(1) of the Companies Act, 2013.
STATUTORY AUDITORS
M/s Tiwari & Associates, Chartered Accountants were appointed as Statutory Auditors
of the company for the FY 2022-23 by Comptroller & Auditor General of India
(C&AG). Their report, along with replies of management, is attached and forms a part
of this report.
COMMENTS OF C&AG
The comments of C&AG under Section 143(6) of the Companies Act, 2013, on the
accounts of the Company for the year 2022-23 and replies of the management thereto are
attached and form a part of this report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 134(5) of the Companies Act, 2013, in
relation to Directors 7
Responsibility Statement, it is hereby stated that:
(a) In preparation of the annual accounts for the year ended 31st March, 2023,
applicable Indian Accounting Standards (Ind-AS) have been followed along with proper
explanation relating to material departures;
(b) the Directors have selected such accounting policies and applied them consistently
and made judgments 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
regarding profit and loss of the company for the year 2022-23;
(c) the Directors have taken proper and sufficient care for 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) the Directors have prepared the annual accounts on a non-going concern basis for
the year ended 31st March, 2023;
(e) the Directors have laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and operating effectively
except the qualified opinion of independent auditors report. The management replies of
these qualifications are covered in the Annual Report;
(f) 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.
Board, while deliberating on the Directors Responsibility Statement observed that at
present, STC is not carrying out any business activity and is continuing as a
non-operative Company for the time being. Further, the positions of Functional Directors
except CMD and Director (Fin.) (Additional Charge) are lying vacant. Administrative
Ministry has been requested from time to time to fill-up the vacant positions and
appointment is yet to be made by the Administrative Ministry against these vacant
positions. The accounts of STC for the year 2022-23 were published on non-going concern
basis. Hence all the above clauses may not be applicable to STC and therefore Directors
Responsibility Statement to be read along with Statutory Auditors Report and CEO &
CFO Certificate for the FY 2022-23.
Further, Auditors/CAG comments on annual accounts of STC for the year 2022-23 form part
of the annual accounts and are available in this report.
BOARD OF DIRECTORS
Appointment
Since the last Annual General Meeting (AGM) held on 7th October 2022, the
following changes have taken place in the Board of Directors of the Company:
1. Ministry of Commerce & Industry, Department of Commerce vide Order No.
11/36/2001-FT(M&O)-Vol-I dated February 24, 2023 has conveyed the appointment of Smt.
Arti Bhatnagar, (IDAS:1990), Additional Secretary & Financial Adviser, Ministry of
Commerce & Industry as a Director on the Board of the Company. She has been appointed
as Additional Director on the Board of STC w.e.f 13.03.2023.
2. Ministry of Commerce & Industry, Department of Commerce vide Order No.
A-12022/12/2012-E-IV dated April 21, 2023 has conveyed that Shri Hardeep Singh (ITS:1990),
Additional Directorate General of Foreign Trade will hold additional charge of the post of
Chairman & Managing Director (CMD), The State Trading Corporation of India Limited
(STC Limited),in addition to his existing charge, for a period of one year with effect
from the date of assumption of charge of the post, or until further orders, whichever is
earlier. He has been appointed as Additional Director on the Board of STC w.e.f
28.04.2023.
The Board welcomes all the newly appointed Directors and hopes that the Company shall
immensely benefit from their rich and varied experience.
Pursuant to the provisions of Section 152 of the Companies Act, 2013, Sh. Kapil Kumar
Gupta, Director-Finance (Additional Charge) would retire by rotation at the ensuing Annual
General Meeting and being eligible, have offered himself for re-appointment.
As per Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a brief resume of all Directors seeking appointment /reappointment are
given in the notice convening the 67th Annual General Meeting of the Company.
Cessation
1. On attaining the age of superannuation, Shri N.A.N. Jeyakumar, Director
(Marketing) ceased to be a Director on the Board of STC on 30.04.2022 as per Office Order
no. A-12022/13/2018-E.IV dated 29.04.2022 of Department of Commerce, Ministry of Commerce
and Industry.
2. Shri Shashank Priya, Special Secretary & Financial Advisor (DoC), Part-time O
cial Director (Government Nominee) ceased to be a Director on the Board of STC as per
Office Order No. K 11/36/2001-FT(M&O) dated 18.01.2023 of Department of Commerce,
Ministry of Commerce and Industry.
The Board appreciates the valuable guidance and contributions made by Sh. N.A. N
Jeyakumar and Sh. Shashank Priya during their tenure as Members of the
Board.
KEY MANAGEMENT PERSONNEL
The Company has nominated its CMD, all Functional Directors, Company Secretary and CFO
as Key
Management Personnel (KMP) pursuant to Section 203 of the Companies Act, 2013. Details
regarding appointments of Functional Directors are given elsewhere in this report. No
Functional Director resigned during the year. Further, the Board of Directors, in its
meeting held on 03.03.2021, had also appointed Shri D.P. Mishra, Chief General Manager
(upto 31.05.2022) and Shri S.K. Meena, Joint General Manager as the KMP of the Company.
COMMITTEES OF DIRECTORS
Pursuant to the provisions of various Sections of the Companies Act, 2013, and SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Board of
Directors of the Company has constituted various Committees of Directors like Audit
Committee, Stakeholders Relationship Committee, CSR Committee, Nomination &
Remuneration Committee and Risk Management Committee. The composition of these committees
and other details are mentioned in the Corporate Governance Report forming part of and
annexed to the Boards Report.
CODE OF CONDUCT
Pursuant to the requirements of Schedule V of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 and DPE guidelines on Corporate Governance for
CPSEs, the Board Members and Senior
Management Personnel have afirmed compliance to the Code of Conduct for the financial
year ending 31st March 2023.
ACKNOWLEDGMENT
The Board expresses its gratitude for the continued co-operation and support provided
by the Ministry of Commerce & Industry, other Ministries and Departments of the
Government of India, various state governments, financial institutions, banks, railways,
ports, regulatory and statutory authorities, shareholders, legal advisers and consultants
from time to time. The Board also acknowledges the constructive suggestions received from
Comptroller & Auditor General of India, Statutory Auditors and Internal Auditors. Last
but not the least, the Board places on records its appreciation for the hard work and
dedication of all the employees.
For and on behalf of the Board of Directors
sd/-
(Hardeep Singh)
Chairman & Managing Director
DIN: 09778990
Place: New Delhi
Date: 10.08.2023
+91-9892691696
