Your Directors have pleasure in presenting the Twenty Seventh Annual Report of theCompany together with the Audited Statement of Accounts for the financial year ended March31 2017.
1. Financial Highlights
The income of the Company mainly consisted of dividend income. The net profit after taxwas Rs. 477.55 lakhs.
| || || || ||(In lakhs) |
|Particulars || |
| ||For the year ended 31.03.2017 ||For the year ended 31.03.2016 ||For the year ended 31.03.2017 ||For the year ended 31.03.2016 |
|Total Income ||731.14 ||956.87 ||731.14 ||956.87 |
|Profit / Loss before Tax ||617.22 ||(379.78) ||616.56 ||(381.27) |
|Provision for Taxation ||139.67 ||22.40 ||139.67 ||22.40 |
|Profit/Loss after Tax ||477.55 ||(402.18) ||476.89 ||(403.67) |
|Surplus brought forward from the previous year ||932.32 ||1334.5 ||928.30 ||1331.97 |
|Surplus carried to the Balance Sheet ||1409.88 ||932.32 ||1405.19 ||928.30 |
2. Operations of the Company
Investments are made in various companies and dividend constitutes the major source ofincome for the Company. Apart from dividend the company have interest income from fixeddeposits maintained with banks. During the year total income of the company was Rs. 731.14lakhs as against Rs.956.87 lakhs in the previous year. The Company recorded the Net profit(after tax) of Rs. 477.55 lakhs as against Loss after tax of Rs.402.18 lakhs in theprevious year. During the year the consolidated profit after tax was Rs.476.89 lakhscompared to loss of Rs.403.67 lakhs in the previous year.
3. Material Changes and Commitments affecting the financial position of the companywhich have occurred between the end of the financial year of the company to which thefinancial statements relate and the date of the report No material changes and commitmentsaffecting the financial position of the company occurred between the end of the financialyear to which this financial statements relate on the date of this report.
However the company continues to hold 67681206 number of equity shares in CFLCapital Financial Services Ltd ( CFL CFSL) amounting to an investment cost ofRs.127344645/-.The Hon'ble High Court of Calcutta has passed an order on October 062015 for liquidation of CFL CFSL based on an application filed by a creditor of thecompany. The office of the official liquidator Calcutta had took over possession of theRegistered office of CFL CFSL on November 19 2015 along with books records and assets.
4. Change in the Nature of Business
During the year under review there was no change in the nature of the business.
Your Directors have not declared any dividend on equity shares for the year ended March31 2017 in order to conserve the resources for the future years. There are no amounts tobe transferred to Investor Education and Protection Fund.
6. Amount transferred to the Reserves:
Your Directors has not proposed transfer of any amount to the reserves.
7. Extract of Annual Return
The Extract of Annual Return in form MGT-9 pursuant to the provisions of Section 92read with rule 12 of the Companies (Management and Administration) Rules 2014 isfurnished in "Annexure A" and is attached to this report.
The Equity Shares of the Company continue to remain listed on BSE Limited and NationalStock Exchange of India Limited.
9. Fixed Deposit
The Company has not accepted any deposit within the meaning of Chapter V of theCompanies Act 2013 and the Rules framed there under. There were no outstanding amount ason date.
10. Particulars of Loans Guarantees or Investments
In terms of the provisions of Section 186(11) of the Companies Act 2013 the provisionsof Section 186(4) requiring disclosure in the financial statements of the full particularsof loans given investments made or guarantees given or securities provided and purposethereof is not applicable to the Company.
11. Conservation of Energy Technology Absorption and Foreign Exchange earnings andoutgo
The Additional information required under the provisions of Section 134(3)(m) of theCompanies Act 2013 read with the Companies (Accounts) Rules 2014 and forming part of theReport is reproduced herewith:
(a) Conservation of energy and technology absorption:
As the Company holds investments in the other Companies there are no particularsregarding conservation of energy and technology absorption as required under provisionsof the Act and rules made thereunder.
(b) Foreign Exchange earnings and outgo:
Total foreign exchange inflow : Nil
Total foreign exchange outflow : Nil
12. Subsidiary & Associate Company
As on March 31 2017 the Company has a subsidiary Doon Dooars Plantations Limitedaccounts of which shall be made available to the shareholders of the Company seeking suchinformation at any point of time. The Consolidated Financial Statements of the Companyalong with its subsidiary prepared for the year 201617 in accordance with relevantAccounting Standard issued by Institute of Chartered Accountants of India forms part ofthe Annual Report. None of the companies has become or ceased to be a subsidiary orassociate of the Company.
The Company holds 48.81% in the share capital of CFL Capital Financial ServicesLimited. As the Company does not have any significant influence over the affairs of theCFL Capital Financial Services Limited it is not considered as an Associate Company forthe purpose of Consolidation under the Companies Act 2013. A Report on the performanceand financial position of the Subsidiary and Associate Company pursuant to Rule 5 ofCompanies (Accounts) Rules 2014 is annexed as Annexure - B and forms part of this Report.
The Company has framed a policy for determining material subsidiaries and has uploadedthe same on website and link for the same is as below:
13. Corporate Governance Report and Management Discussion and Analysis Report
Your company has taken adequate steps to adhere to all the stipulations laid down inRegulation 27 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 on Corporate Governance. A separate report on the Corporate Governance (Annexure-D)The Management Discussion and Analysis (Annexure- C) and the practicing CompanySecretary's Certificate regarding compliance of conditions of Corporate Governance aremade part of the Annual Report.
14. Directors and Key Managerial Personnel
Mr. Kaushik Roy retires in the forthcoming Annual General Meeting and being eligibleoffers himself for reappointment. Brief particulars of Mr. Kaushik Roy his expertise invarious functional areas is given in the Notice convening the Annual General Meeting. Mr.Kaushik Roy does not hold any share in his own name or on beneficial basis for any otherperson in the Company. In compliance with Regulation 36 of the SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 brief resume of the Director proposed to bereappointed is attached along with the Notice to the ensuing Annual General Meeting.
The composition of the Board is as per the Companies Act 2013 and the SEBI (ListingObligations and Disclosure Requirements) (LODR) Regulations 2015. The Board of yourcompany consists of 7 directors. All the Directors are having vast knowledge andexperience in their relevant fields and the Company had benefitted immensely by theirpresence in the Board.
In terms of the provisions of Section 149 of the Companies Act 2013 and Regulation 17(1) (a) of the SEBI (LODR) Regulations 2015 the Company shall have at least one WomanDirector on the Board. Your Company has Ms. Surbhi Singhi as woman Director on the Board.
During the year under review Mr. Abraham Ittyipe Manager Mr. Sivarama KrishnanChief Financial Officer and Ms. Sripriya M. Shenoy Company Secretary were designated asKey Managerial Personnel within the meaning of Section 203 of the Companies Act 2013.
Mr. Abraham Ittyipe was re-appointed as Manager of the Company at the meeting of boardof directors held on May 30 2017 subject to approval of shareholders at the ensuringAnnual General Meeting.
Ms. Lakshmi P.S was appointed as the Company Secretary and Compliance Officer of theCompany with effect from February 14 2017 consequent to the resignation of Ms. Sripriya MShenoy from the office with effect from August 31 2016. Ms. Sripriya M Shenoy wasappointed on April 07 2016 consequent to the resignation of Mr. Jose George on April 072016.
During the year under review 5 (Five) meetings of the Board of Directors were helddetails including attendance of which are set out in the Corporate Governance Report whichforms a part of this Report.
14.1. Declaration by Independent Directors
Pursuant to sub section (6) of Section 149 of the Companies Act 2013 and Regulation 161(b) of SEBI (Listing Obligation and Disclosure Requirements) Regulation 2015 theIndependent Directors of the Company viz. Mr. Umang Kanoria Mr. H. C. Dalal Mr. PremKapil and Ms. Surbhi Singhi have given declaration to the Company that they qualify thecriteria of independence as required under the Act.
14.2. Board Evaluation
The Board has carried out an annual evaluation of its own performance the directorsand also committees of the Board based on the guideline formulated by the Nomination &Remuneration Committee. Board composition quality and timely flow of informationfrequency of meetings and level of participation in discussions were some of theparameters considered during the evaluation process.
Further the Independent Directors of the Company met once during the year on March 242017 to review the performance of the Non-executive directors Chairman of the Company andperformance of the Board as a whole and to assess the quality quantity and timeliness offlow of information between the management and the Board.
14.3. Policy on Remuneration to Directors KMP Senior Management Personnel and otheremployees.
The Board based on the recommendation of the Nomination and Remuneration Committee hasformulated a policy on remuneration of Directors Key Managerial Personnel and SeniorManagement of the Company. The policy covers the appointment including criteria fordetermining qualification positive attributes independence and remuneration of itsDirectors Key Managerial Personnel Senior Management and Other employees. The Nominationand Remuneration Policy is annexed as Annexure - E to this report.
15. Board Committees
Detailed composition of the mandatory Board committees namely Audit CommitteeNomination and Remuneration Committee and Stakeholder's Relationship Committee thenumber of meetings held during the year under review and other related details includingattendance are set out in the Corporate Governance Report which forms a part of thisReport.
There have been no occassions where the Board has not accepted any recommendation ofthe Audit Committee.
16. Directors' Responsibility Statement as required under Section 134 of the CompaniesAct 2013
The Directors confirm that -
a) in the preparation of the annual accounts for the financial year ended March 312017 the applicable accounting standards had been followed and there were no materialdepartures;
b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year as atMarch 31 2017 and of the profit of the company for the period ending March 31 2017.
c) the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors had laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively.
f) the directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Messrs G. Joseph & Associates Chartered Accountants Statutory Auditors of theCompany retires at the conclusion of the Twenty Seventh Annual General Meeting (AGM) to beheld in 2017. In view of completion of the prescribed term of Messrs G. Joseph andAssociate with reference to Section 139 of Companies Act 2013 the Notice convening theTwenty Seventh AGM includes a resolution seeking approval of members for Appointment ofM/s. J Krishnan & Associates Chartered Accountants (FRN: 001523S) as StatutoryAuditors of the company in place of retiring auditors Messrs G. Joseph & AssociatesChartered Accountants to hold office from the conclusion of ensuing Annual General Meetinguntil the conclusion of the 32nd Annual General Meeting of the Company subjectto ratification by the Members at every Annual General Meeting held thereafter.
The Company has received consent and certificate from the Statutory Auditors to theeffect that their appointment if made at the forthcoming Annual General Meeting would bein accordance with the criteria prescribed under Section 141 of the Companies Act 2013.There is no qualification disclaimer reservation or adverse remark made by the StatutoryAuditors in the Auditors' Report.
Pursuant to the provisions of Section 204 of the Act and the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 the Board of the Directors of theCompany had appointed M/s. SVJS & Associates Company Secretaries to undertake theSecretarial Audit of the Company for the year ended March 31 2017. The Secretarial AuditReport is annexed as Annexure - F.
Further there is no qualification disclaimer reservation or adverse remark made bythe Company Secretary in practice in Secretarial Audit Report.
The Board had appointed Mr. Nikhil George Pinto Partner M/s. CaesarPintoJohnAssociates as Internal Auditor for the financial year 2016-17 and for the financial year2017-18.
18. Corporate Social Responsibility
The Company does not come under the purview of Section 135 of the Companies Act 2013.Hence it is not required to constitute Corporate Social Responsibility Committee.
19. Whistle Blower Policy
The Company promotes ethical behavior in all its business activities and has amechanism for reporting unethical behavior actual or suspected frauds or violation of theCompany's Code of Conduct or ethics policy. Pursuant to Section 177 (9) & 177 (10) ofthe Companies Act 2013 and as per Regulation 4 (2) (d) (iv) & 34 (3) read with Para10 of Part C of Schedule V of the SEBI (LODR) Regulations 2015 the Company has a WhistleBlower Policy or Vigil Mechanism in place. The mechanism provide for adequate safeguardsagainst victimization of Director(s)/Employee(s) who avail of the mechanism and alsoprovides for direct access to the Chairman of the Audit Committee in exceptional cases. Nopersonnel have been denied access to the Chairman of the Audit Committee for makingcomplaint on any Integrity issue.
The said policy is available on the website of the Company which can be accessed byfollowing the below link. http://stelholdings.com/docs/Whistleblowerpolicy.pdf
20. Related Party Transactions
There was no materially significant transaction with the related parties that couldhave had a potential conflict with the interests of the Company. Hence Form AOC-2 is notapplicable for the company. This policy as approved by the Board is uploaded on theCompany's website on the below link:
21. Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which itinvests and operates. A detailed report on Risk Management is included in ManagementDiscussion and Analysis which forms part of this Report. The report clearly statesdevelopment and implementation of a risk management policy for the company includingidentification therein of elements of risks along with risk mitigation plan.
22. Particulars of Employees
During the year under review none of the employees throughout the year or part of theyear were in receipt of remuneration in excess of the sums as prescribed under Section 197read with rule 5 of the Companies (Appointment and Remuneration of managerial personnel)Rules 2014.
The information required under Rule 5(1) of the Companies (Appointment and Remunerationof Managerial Personnel) Rules 2014 is annexed as Annexure - G and forms part of thisreport.
23. Internal Financial Control
Details in respect of adequacy of internal financial controls with reference to theFinancial Statements are stated in Management Discussion and Analysis which forms part ofthis Report. During the year under review there were no reportable material weaknesses inthe systems or operation.
24. Significant and Material Orders Passed by the Regulators or Courts
There were no significant and material orders passed by the Regulators or Courts orTribunals impacting the going concern status and company's operations in future.
25. Disclosure as per the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013
The Company has zero tolerance towards sexual harassment at the workplace and theCompany has in place an Anti Sexual Harassment Policy in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary trainees) are covered under thispolicy. There were no complaints received or disposed by the company during the period.
Your Directors wish to place on record their appreciation for the contribution madeand support provided to the Company by the bankers employees and shareholders.
| ||For and on behalf of the board of directors |
| ||Mr.Anant Vardhan Goenka ||Mr.Sunil Bhandari |
| ||(DIN : 02089850) ||(DIN: 00052161) |
|May 30 2017 Kolkata ||Director ||Director |