STEL HOLDINGS LIMITED
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CORPORATE

1. Company Profile

Sentinel Tea and Exports Limited was incorporated to carry on the business of export of tea and other related things. As a part of restructuring, the investment undertaking of HML was demerged to STEL Holdings Limited.

Details of Scheme

To align itself with its new business activities, Sentinel Tea and Exports Limited initiated action to change its name and objects to that of an investment Company. Currently its name is STEL Holdings Limited.

The STEL Holdings Limited is listed in Bombay Stock Exchange (BSE) and National Stock Exchange (NSE).

A. Code of Conduct

CODE OF CONDUCT FOR BOARD MEMBERS AND SENIOR MANAGEMENT PERSONNEL
PREAMBLE

The adoption of this Code of Conduct (the Code) by the Board stems from the fiduciary responsibility which the Board Members and the Senior Management have towards the stakeholders in the Company. Therefore, Board Members and Senior Management act as trustees in the interest of all stakeholders of the Company, by balancing conflicting interest, if any, between stakeholders, for optimal benefit. (In the observance of the Code, the Directors in their capacity as Directors, per se, have a Directional role and the Executive Directors and Senior Management Personnel have executive responsibility.) The Code encompasses the following:

1. ETHICAL AND MORAL BEHAVIOUR

• Business shall be conducted ethically and by not committing, condoning or ratifying illegal or immoral acts.
• Standards of fair dealing and personal integrity will be observed.
• An environment free from gender-specific harassment, discrimination and exploitation will be maintained.

2.CONDUCT OF BUSINESS

Conduct of the business will be consistent with the Core Values, which are as under:-

• Customer Sovereignty
• People Orientation
• Innovation and Entrepreneurship
• Transparency and Integrity
• Anticipation, speed and flexibility
• Passion for superior performance

3.SAFETY, HEALTH AND CLEAN ENVIRONMENT

In all aspects of Company's operations, its employees, customers and society, safe, healthy and clean environment shall be given prime importance.

4. CONFLICT OF INTEREST

        • Conflict Situations: Any relationship, influence, or activity that may impair the ability to make objective and fair decisions is to be avoided.
        • Disclosure of Interest: Any financial or other material interest by oneself or through relatives / organization in any contract with the company (including
          vendors and customers), shall be disclosed at first opportunity.
        • Competing with the Company: Acceptance of any position of influence or of pecuniary interest in any other organisation, whose business is in direct
          competition with that of the Company, shall be avoided.
        • Use of Company's Resources / assets / property: Assets of the company are to be used solely for the benefit of the company. Opportunities          discovered through use of corporate property, information or position shall not be exploited, for own personal gain, unless the opportunity is disclosed
          fully in writing to the Company.

5. CONFIDENTIALITY OF INFORMATION

Any information (electronic or otherwise) relating to the Company, its intellectual property including technology and business processes, its business and customers / vendors which is confidential, shall not be divulged.

6. COMPLIANCE WITH LAWS, RULES AND REGULATIONS

All laws, rules and regulations are to be complied with. The compliance and reporting systems established should be adhered to.

7. CODE FOR INDEPENDENT DIRECTORS

In addition to aforesaid, the Independent Directors of the Company shall also adhere to standards said forth in Schedule IV of the Companies Act, 2013.

B. Corporate Governance

Transparency and accountability are the two basic tenets of Corporate Governance. We at Sentinel Tea and Exports Limited, strive to attain high levels of corporate governance practices in the functioning of the Company.


Corporate Governance Report
Quarter ended on March 2017
Quarter ended on Dec 2016
Quarter ended on Jun 2016
Quarter ended on March 2016
Quarter ended on September 2016
Quarter ended on March 2015
Quarter ended on December 2014
Quarter ended on September, 2014
Quarter ended on June, 2014
Quarter ended on March, 2014
Quarter ended on December, 2013
Quarter ended on September, 2013
Quarter ended on June, 2013
Quarter ended on March, 2013
Quarter ended on December, 2012
Quarter ended on September, 2012
Quarter ended on June, 2012
Quarter ended on March, 2012
Quarter ended on December, 2011


C. History

Sentinel Tea and Exports Limited was incorporated in the State of Kerala under the Companies Act,1956 on 21st September,1990 as a public limited company with an authorized share capital of Rs.100000/- . Subsequently it became a wholly owned subsidiary of Harrisons Malayalam Limited. It received its certificate of Commencement of Business on 21st January, 1991. The Registered Office of the Company is situated at 24/1624 Bristow Road, Willingdon Island, Cochin-682003, Kerala.

In the year 2010, as a result of the corporate restructuring process (SCHEME), the investment undertaking of HML got vested in the Company.

DETAILED WRITE UP ON THE SCHEME

Harrisons Malayalam Limited (HML) had four wholly owned subsidiaries namely Harrisons Malayalam Financial Services Limited (HMFSL), Harrisons Rubber Products Limited (HRPL), Harrisons Agro Products Limited (HAPL) and Sentinel Tea and Exports Limited (STEL).

        1. The Scheme inter alia, provides for

            (a) Merger of HMFSL, HRPL and HAPL into HML. On merger, there would be no issue of equity shares by HML since HMFSL, HRPL and                    HAPL are its wholly owned subsidiaries. Further, as a part of the same Scheme, Investment Undertaking of HML would be demerged into                    STEL.Upon the Scheme becoming effective and on demerger of Investment Undertaking, existing equity share capital of STEL, which is held                    by HML, would be cancelled and STEL would issue its 1 (one) fully paid up equity shares of Rs.10 each held in HML. The objective of cancellation                   of existing share capital of STEL was to have a mirror image of shareholding in STEL and HML.

            (b) The Board of directors has approved the aforesaid Scheme with a view to minimize the cost and have focused management activities.

        2. HMFSL, HRPL, HAPL and STEL are wholly owned subsidiaries of HML

        3. Listing status of HMFSL, HRPL, HAPL, HML and STEL in India is as under:

Sl. No. Company Name Status
1. HML Listed with BSE, NSE and Cochin Stock Exchange
2. HMFSL, HRPL, HAPL and STEL (100% subsidiaries of HML) Unlisted companies

        4. The consideration for the Scheme is as under:

         No share would be issued on merger of HMFSL, HRPL and HAPL into HML since all three transferor companies are wholly owned subsidiaries of HML.

         With regard to demerger of Investment Undertaking of HML into STEL, the share issuance ratio as decided by the Board of Directors of both the Companies
         would be as under:

         1(One) fully paid up equity shares of Rs.10/- each of STEL shall be issued and allotted to the shareholders of HML for every 1 (one) equity shares of Rs.10/-
          each held in the company.

         Hence, Pursuant to demerger, 18455405 of STEL shares would be issued. The Scheme also proposes reorganization of the existing share capital of STEL
          whereby existing equity share capital of STEL of Rs.5,00,000/- representing 50,000 equity shares of rs.10/- each shall be cancelled with effect from the
          effective date.

         The shareholding of STEL pursuant to the proposed demerger of the Investment Undertaking of HML would be the mirror image of the existing shareholding of
          HML (pre-demerger) as the new shares of STEL would be issued to the existing shareholders of HML in proportion to their shareholding in HML.

         The interest of the existing shareholding of HML would not be prejudicially affected.

Authorized Capital

The authorized share capital of the Company was increased from Rs.100000/- divided into 10,000 equity shares of Rs.10/- each to Rs.5,00,000/- divided into 50000 equity shares of Rs.10/- each with effect from 8th November, 2002.

The Hon’ble High Court of Kerala vide Order dated 06.08.2010 approved the Composite Scheme of Arrangement between Harrisons Malayalam Limited (HML), Harrisons Malayalam Financial Services Limited (HMFSL), Harrisons Rubber Products Limited (HRPL) Harrisons Agro Products Limited (HRPL), Sentinel Tea and Exports Limited (STEL) and their respective shareholders and creditors under Sections 391 – 394 of the Companies Act, 1956 whereby the Investment Undertaking of HML stands demerged from HML and transferred to and vested in STEL on a going concern basis.

Pursuant to the Scheme, the authorized Share Capital of the Company was increased from Rs. 5,00,000/- to Rs. 18,50,00, 000/- divided into 1,85,00,000 Equity Shares of Rs. 10 each.

Subscribed and Paid Up Capital

Pursuant to the abovementioned Scheme, on the 3rd September 2010 the Board of Directors of Sentinel Tea and Exports Limited issued and allotted 1,84,55,405 Equity Shares of Rs. 10/- each to the shareholders of Harrsions Malayalam Limited whose names appeared in the Register of Members of the latter Company on the Record Date viz. 01.09.2010 in the ratio of 1:1.

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D. Management

Board of Directors

• Anant Goenka     : Director
• H.C. Dalal   : Director
• Umang Kanoria    : Director
• Sunil Bhandari      : Director
• Prem Kapil       : Director
• Surbhi Singhi      : Director
• Kaushik Roy     : Director

Composition of Committees

• Abraham Itty Ipe : Manager

•             Lakshmi P S
Company Secretary & Compliance Officer
      STEL HOLDINGS LIMITED
            24/1624, Bristow Road,
       Willingdon Island, Ernakulam,
                  Kerala, India
               Cochin- 682003
          Phone- 0484- 6624335
  Email- enquiry@stelholdings.com

Investor Grievance Redressal Division
  Email- secretarial@stelholdings.com