STI PRODUCTS INDIA LIMITED

ANNUAL REPORT 2010-2011

DIRECTOR'S REPORT

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. 2,857.56 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                   (2,850.63)      (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 not  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 net 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. 
31st  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,  Indore 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; and

* 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.

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.