Stellant Securities (India) Ltd.
|BSE: 526071||Sector: Financials|
|NSE: N.A.||ISIN Code: INE395F01023|
|BSE LIVE 14:15 | 24 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
|BSE: 526071||Sector: Financials|
|NSE: N.A.||ISIN Code: INE395F01023|
|BSE LIVE 14:15 | 24 Jan||Stock Is Not Traded.|
|NSE 05:30 | 01 Jan||Stock Is Not Traded.|
To the Members
Your Directors hereby present their Twenty Fourth Annual Report and the AuditedAccounts for the year ended 31st March 2015.
OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation your Company has registered revenue of Rs. 70.09lakhs as compared to Rs. 18.61 lakhs in the previous financial year. Your Company hasincurred net loss of Rs. 22.78 lakhs as compared to loss of Rs. 74.83 lakhs in theprevious financial year.
CHANGE IN NATURE OF BUSINESS
During the financial year 2014-15 Company has not changed its nature of business andcontinues to carry on the same line of business activity.
CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY
The Company has "Stellant Stock Broking Private Limited" as a wholly ownedSubsidiary Company as at the end of financial year ended March 31 2015. The auditedfinancial statement of subsidiary Company is available for inspection during businesshours at the Registered Office of the Company. Any member who is interested in obtaininga copy of audited financial statement of subsidiary Company may write to the RegisteredOffice of the Company. The salient feature of performance of the Subsidiary Company as onMarch 31 2015 in Form AOC- 1 is annexed herewith as 'Annexure I'.
DETAILS OF NEW SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
During the financial year no Company became or ceased to be the Subsidiary JointVenture or Associate Company.
DIVIDEND AND TRANSFER TO RESERVES
In view of the accumulated losses of the Company your Directors do not recommend anydividend for the year 2014-15 and no amount has been transferred to General Reserve duringthe year 2014-15.
During the year under review your Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT
The Board of Directors of the Company at its meeting held on October 16 2014 hadproposed to reduce it fully paid up equity shares capital from Rs. 37024010/- (ThreeCrore Seventy Lakhs Twenty Four Thousand and Ten only) to Rs. 7404800/- (Rupees SeventyFour Lakhs Four Thousand Eight Hundred only) divided into 740480 equity shares of Rs.10/- each thereby reducing 4/5th of share capital out of total paid up capitalof the Company. The said reduction was proposed in order to reduce the accumulated lossesof the Company to the extent of reduction of capital.
The shareholders of the Company had approved the reduction of capital at the ExtraOrdinary General Meeting held on 20th July 2015. The Company is in process offiling applications with statutory authorities and petition with Hon'ble High CourtBombay.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
The changes that had occurred in the composition of the Board of Directors and KeyManagerial Personnel:
1.During the year 2014-15 Mrs. Mangala Rathod was appointed as Whole Time Director atthe Annual General Meeting held on 27th September 2014 for a period of fiveyears w.e.f. 14th August 2014.
2.Mr. Deepak Jagtap and Ms. Nilima Raul were appointed as Independent Directors notliable to retire by rotation for a period of five year w.e.f 1st April 2014by the shareholders at the Annual General Meeting held on 27th September 2014.
3.In accordance with the provisions of the Companies Act 2013 Mrs. Mangala RathodWhole Time Director of the Company retires by rotation and being eligible offers herselffor reappointment at the ensuing Annual General Meeting who is not disqualified for beingreappointed in terms of Section 164 of the Companies Act 2013.
No other Director or Key Managerial Personnel has been appointed resigned or retiredduring the year.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from both the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theapplicable provision of section 149(6) of the Act.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 is annexedherewith as "Annexure II".
During the year seven meetings of the Board of Directors of the Company were convenedand held. The details of date of meetings and the attendance of each director at the BoardMeetings and Committees are annexed herewith as "Annexure III". The interveninggap between the meetings was within the period prescribed under the Companies Act 2013.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(i)in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;
(ii)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 and ofthe loss of the Company for the period;
(iii)the directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities;
(iv)the directors have prepared the annual accounts on a going concern basis;
(v)the proper internal financial controls were in place and that the financial controlswere adequate and operating effectively.
(vi)the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is notapplicable to the
Company for the financial year 2014-15.
AUDIT COMMITTEE AND NOMINATION & REMUNARATION COMMITTEE
The Audit Committee of the Company is constituted in accordance with Section 177(2) ofthe
Companies Act 2013. The Composition of the Audit Committee is as follows:
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is annexed herewith as"Annexure-IV".
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year the Company has not given any loans or guarantee or provided anysecurity to any persons or body corporate within the meaning of Section 186 of theCompanies Act 2013. Since the principal business of the Company is acquisition ofsecurities provisions of Section 186 pertaining to the investments made by Company arenot applicable.
RELATED PARTY CONTRACTS
During the year Company has not entered into any transaction referred to insub-section (1) of section 188 of the Companies Act 2013 read with Rule 15 of theCompanies (Meetings of Board and its powers) Rules 2014 with related parties.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information relating to energy conservation technology absorption and research& development pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is as follows:
A.Conservation of Energy:
i.Steps taken or impact on conservation of energy: Since the Company is not carryingout any manufacturing activities it is not energy intensive. Adequate measures have beentaken to conserve the energy utilized.
ii.Steps taken by the Company for utilizing alternate sources of energy: The Companyhas not utilized any alternate source of energy during the year.
iii.Capital investment on energy conservation equipments: NIL
i.Efforts made towards technology absorption: NIL
ii.Benefits derived like product improvement cost reduction product development orimport substitution: Nil
iii.Imported technology (imported during the last three years reckoned from thebeginning of the financial year):
a)Details of technology imported - No technology was imported.
b)Year of import - Not Applicable
c)Whether the technology been fully absorbed- Not Applicable
d)If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable
iv.Expenditure incurred on Research and Development - Not Applicable
C.Foreign Exchange earnings and outgo:
During the year 2014-15 there have been no foreign exchange earnings or outgo.
Your company has been regularly assessing the risk and ensures that the risk mitigationplans are in place.
FORMAL ANNUAL EVALUATION
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.
At a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective internal controlenvironment that provides assurance on the efficiency of conducting business includingadherence to the Company's policies the safe guarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of Accounting records andthe timely preparation of reliable financial disclosures.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.
Your Directors state that during the year under review there were no cases reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud andmismanagement if any. The Vigil Mechanism Policy had been recommended by the AuditCommittee and thereafter approved and adopted by the Board of Directors of the Company.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosurespertaining to remuneration and other details are appended as 'Annexure - V' to theDirectors' Report.
None of the employees of the Company employed throughout the year were in receipt ofremuneration in excess of the limits set out in Rule 5(2) of the said rules.
AUDITORS Statutory Auditors
At the Annual General Meeting of the Company held on 27th September 2014M/s. P. R. Agarwal & Awasthi Chartered Accountants were appointed as StatutoryAuditors of the Company to hold the office till the conclusion of the Annual GeneralMeeting to be held in the calendar year 2017. In terms of the first proviso to Section139(1) of the Companies Act 2013 the appointment of the auditors shall be placed forratification at every Annual General Meeting. The Company has received a written consentand certificate from M/s. P. R. Agarwal & Awasthi Chartered Accountants StatutoryAuditors of the Company to the effect that their appointment is within the prescribedlimits under Section 141(3)(g) of the Companies Act 2013.
The Board had appointed M/s. Jayshree A. Lalpuria & Co Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2014-15. The SecretarialAudit Report for the financial year ended 31st March 2015 is annexed herewithas "Annexure VI".
With regard to the remark of the Auditors concerning non-payment of outstandingstatutory liabilities with respect to Income Tax (TDS & MAT) the Directors have tostate that same could not be paid in time due to paucity of funds. However the Company ismaking the necessary arrangements to clear this liability as well.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013
The Board of Directors state that M/s. P. R. Agarwal & Awasthi Statutory Auditorshave not reported of any fraud involving any amount committed by the Company to theCentral Government Audit Committee or to the Board of Directors of the Company.
SECRETARIAL AUDITOR'S REPORT
As regards qualifications/remarks of the Secretarial Auditor in her report theDirectors wish to clarify that:
-your Directors had appointed Mr. Kalpesh Fifadara as Chief Financial Officer of theCompany w.e.f 14th August 2015 and shall take necessary steps to appointCompany Secretary as required under Section 203 of the Companies Act 2013 read with Rule8 of the Companies Appointment and Remuneration of Managerial Personnel) Rules 2014.
-due financial constrains the Company could not give newspaper advertisement fornotice of the book closure as required under section 91 of the Companies Act 2013 andpublication of notice of Board Meeting & Audited (yearly) and Un-audited (quarterly)Financial Results as required under Clause 41 of the Listing Agreement.
-the Company has lost its Minutes Book containing minutes of Board its Committees& General Meetings; the Notices & Agenda issued for various Board Meetings and thestatutory registers maintained under the Companies Act 1956 along with other documents.However the Company has maintained all minutes and Statutory Registers as are requiredunder the Companies Act 2013.
Your directors would like to place on record their gratitude for the continuous supportand cooperation received from the bankers creditors and Government authorities. TheDirectors place on record their appreciation of the contribution made by the employees andthe management.
Statement containing salient features of the financial statement of subsidiary company
PART "A": SUBSIDIARIES
Names of subsidiaries which are yet to commence operations - Nil
Names of subsidiaries which have been liquidated or sold during the year. - Nil
The Board Meeting for the financial year ended 31st March 2015 were held on30th May 2014 14th August 2014 16th October 2014 14thNovember 2014 22nd November 2014 9th December 2014 and 11thFebruary 2015. The details of attendance of each director at the Board Meetings are asgiven below:
The Meetings of the Audit Committee for the financial year ended 31st March2015 were held on 30th May 2014 14th August 2014 16thOctober 2014 14th November 2014 and 11th February 2015. Thedetails of attendance of each director at the Audit Committee Meetings are as given below:
Nomination & Remuneration Committee:
The Meetings of the Nomination & Remuneration Committee for the financial yearended 31st March 2015 was held on 14th August 2014. The details ofattendance of each director at the Nomination & Remuneration Committee Meeting are asgiven below:
Stakeholders Relationship Committee:
The was no meeting of the Stakeholders Relationship Committee for the financial yearended 31st March 2015 since there was no application for transfertransmission of shares and no complaints or grievances received from the stakeholders. Thecomposition of the Stakeholders Relationship Committee is as under:
1.Mrs. Nilima Raul - Chairperson
2.Mr. Bhavesh Bafna - Member
Nomination and Remuneration Policy pursuant to Section 178(3) of the Companies Act2013
The Board of Directors of Stellant Securities India Limited ("the Company")constituted "Nomination and Remuneration Committee" at the Meeting held on 14thAugust 2014.
The following is the Nomination and Remuneration Committee Policy adopted by theCommittee.
The Nomination and Remuneration Committee and this Policy shall be in compliance withSection 178 of the Companies Act 2013 read along with the applicable rules thereto. TheKey Objectives of the Committee would be:
a.To guide the Board in relation to appointment and removal of Directors KeyManagerial Personnel and Senior Management.
b.To formulate the criteria for evaluation of Independent Director and the Board
c.To evaluate the performance of the members of the Board and provide necessary reportto the Board for further evaluation of the Board.
d.To recommend to the Board on Remuneration payable to the Directors Key ManagerialPersonnel and Senior Management.
e.To provide to Key Managerial Personnel and Senior Management reward linked directlyto their effort performance dedication and achievement relating to the Company'soperations.
f.To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.
g.To devise a policy on Board diversity
h.To implement and monitor policies and processes regarding principles of corporategovernance
a."Act" means the Companies Act 2013 and rules framed thereunder as amendedfrom time to time.
b."Board" means Board of Directors of the Company.
c."Central Government" means Registrar of Companies Regional Director or anyother authority under the Ministry of Corporate Affairs.
d."Director(s)" mean Directors of the Company.
e."Key Managerial Personnel" means
(i)Chief Executive Officer or the Managing Director or the Manager;
(iii)Chief Financial Officer;
(iv)Company Secretary; and
(v)any other officer/employee as may be prescribed under the Act or by the Board.
f."Senior Management" means Senior Management means personnel of the companywho are
members of its core management team excluding the Board of Directors but including
3.Scope and Duties
a.The Scope of work of Nomination and remuneration Committee will include:
(i)The Nomination and Remuneration Committee shall identify persons who are qualifiedto become directors and who may be appointed in senior management in accordance with thecriteria laid down recommend to the Board their appointment and removal and shall carryout evaluation of every director's performance.
(ii)The Nomination and Remuneration Committee shall formulate the criteria fordetermining qualifications positive attributes and independence of a director andrecommend to the Board a policy relating to the remuneration for the directors keymanagerial personnel and other employees.
(iii)To oversee and monitor the Familiarization Programme for Independent Directors.
b.The Nomination and Remuneration Committee shall while formulating the policy asabove
shall ensure that
(i)the level and composition of remuneration is reasonable and sufficient to attractretain and motivate directors of the quality required to run the company successfully;
(ii)relationship of remuneration to performance is clear and meets appropriateperformance benchmarks; and
(iii)remuneration to directors key managerial personnel and senior management involvesa balance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the company and its goals:
c.Duties of Nomination and Remuneration Committee
(i)The duties of the Committee in relation to nomination matters include:
Ensuring that there is an appropriate induction in place for new Directors andmembers of Senior Management and reviewing its effectiveness;
Ensuring that on appointment to the Board Non-Executive Directors receive aformal letter of appointment in accordance with the Guidelines provided under the Act;
Identifying and recommending Directors who are to be put forward for retirementby rotation.
Determining the appropriate size diversity and composition of the Board;
Developing a succession plan for the Board and Senior Management and regularlyreviewing the plan;
Evaluating the performance of the Board members and Senior Management in thecontext of the Company's performance from business and compliance perspective;
Making recommendations to the Board concerning any matters relating to thecontinuation in office of any Director at any time including the suspension or terminationof service of an Executive Director as an employee of the Company subject to the provisionof the law and their service contract.
Delegating any of its powers to one or more of its members or the Secretary ofthe Committee;
Recommend any necessary changes to the Board; and
Considering any other matters as may be requested by the Board.
(ii)The duties of the Committee in relation to remuneration matters include:
to consider and determine the Remuneration Policy based on the performance andalso bearing in mind that the remuneration is reasonable and sufficient to attract retainand motivate members of the Board and such other factors as the Committee shall deemappropriate all elements of the remuneration of the members of the Board.
to approve the remuneration of the Senior Management including key managerialpersonnel of the Company maintaining a balance between fixed and incentive pay reflectingshort and long term performance objectives appropriate to the working of the Company.
to delegate any of its powers to one or more of its members or the Secretary ofthe Committee.
to consider any other matters as may be requested by the Board.
4.Policy for appointment and removal of Director KMP and Senior Management
a.Appointment criteria and qualifications
(i)The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.
(ii)A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.
(iii)The Company shall not appoint or continue the employment of any person as ManagingDirector or Whole-time Director who has attained the age of seventy years. Provided thatthe term of the person holding this position may be extended beyond the age of seventyyears with the approval of shareholders by passing a special resolution based on theexplanatory statement annexed to the notice for such motion indicating the justificationfor extension of appointment beyond seventy years.
b.Term / Tenure
(i)Managing Director/Whole-time Director:
The Company shall appoint or re-appoint any person as its Executive ChairmanManaging Director or Executive Director for a term not exceeding five years at a time. Nore- appointment shall be made earlier than one year before the expiry of term.
An Independent Director shall hold office for a term up to five consecutive yearson the
Board of the Company and will be eligible for re-appointment on passing of a specialresolution by the Company and disclosure of such appointment in the Board's report.
No Independent Director shall hold office for more than two consecutive termsbut such
Independent Director shall be eligible for appointment after expiry of three years ofceasing to become an Independent Director. Provided that an Independent Director shallnot during the said period of three years be appointed in or be associated with theCompany in any other capacity either directly or indirectly.
At the time of appointment of Independent Director it should be ensured thatnumber of
Boards on which such Independent Director serves is restricted to seven listedcompanies as an Independent Director and three listed companies as an Independent Directorin case such person is serving as a Whole-time Director of a listed company or such othernumber as may be prescribed under the Act.
The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel on yearly basis or at such other interval as may be decided bythe Committee from time to time.
The Performance Evaluation of Independent Director should be done Board of Directors(excluding the directors being evaluated)
On the basis of the report of performance evaluation it shall be determined whether toextend or continue the term of appointment of independent director.
Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations thereunder the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules and regulations.
The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing policy of the Company. The Board will have thediscretion to retain the Director KMP Senior Management Personnel in the same position/remuneration or otherwise even after attaining the retirement age for the benefit of theCompany.
5.Policy relating to the Remuneration for the Whole-time Director KMP and SeniorManagement
(i)The remuneration / compensation / commission etc. to the Whole-time Director KMPand Senior Management Personnel will be determined by the Committee and recommended to theBoard for approval. The remuneration / compensation / commission etc. shall be subject tothe prior/post approval of the shareholders of the Company and Central Governmentwherever required.
(ii)The remuneration and commission to be paid to the Whole-time Director shall be asper the provisions of the Act.
(iii)Increments to the existing remuneration/ compensation structure may be recommendedby the Committee to the Board which should be within the slabs approved by theShareholders in the case of Whole-time Director.
(iv)Where any insurance is taken by the Company on behalf of its Whole-time DirectorChief Executive Officer Chief Financial Officer the Company Secretary and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.
(v)The ESOP Policy will be decided by the Committee based on the applicable Acts /Guidelines within the overall Policy decided by the Shareholders at the General Meeting.
6.Remuneration to Whole-time / Executive / Managing Director KMP and Senior Management
The Whole-time Director/ KMP and Senior Management Personnel shall be eligible for amonthly remuneration as may be approved by the Board on the recommendation of theCommittee. The breakup of the pay scale and quantum of perquisites including employer'scontribution to P.F pension scheme medical expenses club fees etc. shall be decided andapproved by the Board/ the Person authorized by the Board on the recommendation of theCommittee and approved by the shareholders and Central Government wherever required.
If in any financial year the Company has no profits or its profits are inadequatethe Company shall pay remuneration to its Whole-time Director in accordance with theprovisions of Schedule V of the Act and if it is not able to comply with such provisionswith the previous approval of the Central Government.
(iii)Provisions for excess remuneration:
If any Whole-time Director draws or receives directly or indirectly by way ofremuneration any such sums in excess of the limits prescribed under the Act or without theprior sanction of the Central Government where required he / she shall refund such sumsto the Company and until such sum is refunded hold it in trust for the Company. TheCompany shall not waive recovery of such sum refundable to it unless permitted by theCentral Government.
7.Remuneration to Non- Executive / Independent Director
The Non- Executive / Independent Director may receive remuneration by way of fees forattending meetings of Board or Committee thereof provided that the amount of such feesshall not exceed Rs. One Lac per meeting of the Board or Committee or such amount as maybe prescribed by the Central Government from time to time.
Commission may be paid within the monetary limit approved by shareholders subject tothe limit not exceeding 1% of the profits of the Company computed as per the applicableprovisions of the Act.
The Stock Option entitlement will be subject to Act Rules and Guidelines thenprevailing.
(i)The Committee shall consist of a minimum 3 non-executive directors and one-half ofthem should be independent Directors
(ii)Membership of the Committee shall be disclosed in the Annual Report.
(iii)Term of the Committee shall be continued unless terminated by the Board ofDirectors.
(i)Chairperson of the Committee shall be an Independent Director.
(ii)Chairperson of the Company may be appointed as a member of the Committee but shallnot be a Chairman of the Committee.
(iii)In the absence of the Chairperson the members of the Committee present at themeeting shall choose one amongst them to act as Chairperson.
(iv)Chairman of the Nomination and Remuneration Committee meeting could be present atthe Annual General Meeting or may nominate some other member to answer the shareholders'queries.
10.Frequency of Meetings
The meeting of the Committee shall be held at such regular intervals as may berequired.
11.Committee Members' Interests
(i)A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.
(ii)The Committee may invite such executives as it considers appropriate to bepresent at the meetings of the Committee.
The Company Secretary of the Company shall act as Secretary of the Committee.
(i)Matters arising for determination at Committee meetings shall be decided by amajority of votes of Members present and voting and any such decision shall for allpurposes be deemed a decision of the Committee.
(ii)In the case of equality of votes the Chairman of the meeting will have a castingvote.
14.Minutes of Committee Meeting
Proceedings of all meetings must be minutised and signed by the Chairman of theCommittee. The same will be signed by the Chairman at the next meeting of the Committee.
Details pertaining to remuneration as required under Section 197(12) of the CompaniesAct 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules
It is affirmed that the Company has not paid any remuneration to its Directors and KeyManagerial Personnel during the financial year 2014-15.
Form No. MR-3
SECRETARIAL AUDIT REPORT FOR THE FINANCIAL YEAR ENDED MARCH 31 2015
[Pursuant to section 204(1) of the Companies Act 2013 and Rule No. 9 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014]
Stellant Securities (India) Limited
I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by Stellant Securities (India)Limited (hereinafter called 'the Company'). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.
Based on my verification of the Company's books papers minute books forms andreturns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit I hereby report that in my opinion the company has duringthe audit period covering the financial year ended on 31st March 2015 ('AuditPeriod') complied with the statutory provisions listed hereunder and also that the Companyhas proper Board-processes and compliance-mechanism in place to the extent in the mannerand subject to the reporting made hereinafter:
I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 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 madethereunder;
(iii)The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;
(iv)ForeignExchangeManagement Act 1999and therules andregulations made thereunder tothe extent of Foreign Direct Investment Overseas Direct Investment and ExternalCommercial Borrowings;
(v)The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 ('SEBI Act'):-
(a)TheSecuritiesand ExchangeBoardof India(SubstantialAcquisition of Shares andTakeovers) Regulations 2011;
(b)The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;
(c)TheSecuritiesandExchangeBoardofIndia(Issue of Capital and Disclosure Requirements)Regulations 2009;
Scheme and Employee Stock Purchase Scheme) Guidelines 1999 (Not applicable to theCompany during the Audit Period);
(e)The Securities and Exchange Board of India (Issue and Listing of Debt Securities)Regulations 2008 (Not applicable to the Company during the Audit Period);
(f)The Securities and Exchange Board of India (Registrars to an Issue and ShareTransfer Agents) Regulations 1993 regarding the Companies Act and dealing with client;
(g)The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations2009 (Not applicable to the Company during the Audit Period) and
(h)The Securities and Exchange Board of India (Buyback of Securities) Regulations 1998(Not applicable to the Company during the Audit Period);
I have also examined compliance with the applicable clauses of the following:
(i)Secretarial Standards issued by The Institute of Company Secretaries of India. (Notnotified hence not applicable to the Company during the audit period).
(ii)The Listing Agreement entered into by the Company with BSE Ltd.
During the period under review the Company has complied with the provisions of the ActRules Regulations Guidelines Standards etc. mentioned above subject to the followingobservations:
1.The Company has not appointed Chief Financial Officer and Company Secretary pursuantto section 203(1) of the Companies Act 2013 and Rule 8 of the Companies Appointment andRemuneration of Managerial Personnel) Rules 2014 .
2.The Company has not given notice of closure of its Register of members and transferregister (which were closed for 23rd Annual General Meeting of the Company heldon 27th September 2014) in newspapers as required to be given pursuant tosection 91 of the Companies Act 2013 and Rule 10 of the Companies (Management andAdministration) Rules 2014.
3.The Company has not published in newspapers intimation regarding Board Meeting andalso its Audited (yearly) and Un-audited (quarterly) Financial Results as required underclause 41 of the listing agreement.
4.The Company has informed us about the loss of Minutes Book containing minutes ofBoard its Committees & General Meetings; the Notices & Agenda issued for variousBoard Meetings and the statutory registers maintained under the Companies Act 1956. Acopy of certificate from Churchgate Railway Police Station reporting about the loss ofthese documents was produced before us.
I further report that
The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.
Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.
Majority decision of the Board of Directors and its Committees is carried through andare captured and recorded as part of the minutes. There were no dissenting views.
I further report that there are adequate systems and processes in the companycommensurate with the size and operations of the company to monitor and ensure compliancewith applicable laws rules regulations and guidelines.
I further report that during the audit period the members of the Company have attheir Annual General Meeting held on 27th September 2014 passed a specialresolution under section 180 of the Companies Act 2013 for borrowing moneys upto Rs. 10Crores over and above the aggregate of the paid-up share capital and free reserves of theCompany and creating charge on the assets of the Company for securing such loan.
Note: This report is to be read with our letter of even date which is annexed asAnnexure A and forms an integral part of this report.
Stellant Securities (India) Limited
Secretarial Audit Report of even date is to be read along with this letter.
1.The compliance of provisions of all laws rules regulations standards applicable toStellant Securities (India) Limited (the 'Company) is the responsibility of the managementof the Company. My examination was limited to the verification of records and procedureson test check basis for the purpose of issue of the Secretarial Audit Report.
2.Maintenance of secretarial and other records of applicable laws is the responsibilityof the management of the Company. My responsibility is to issue Secretarial Audit Reportbased on the audit of the relevant records maintained and furnished to me by the Companyalong with explanations where so required.
3.I have followed the audit practices and processes as were appropriate to obtainreasonable assurance about the correctness of the contents of the secretarial and otherlegal records legal compliance mechanism and corporate conduct. The verification was doneon test check basis to ensure that correct facts as reflected in secretarial and otherrecords produced to me. I believe that the processes and practices I followed provides areasonable basis for my opinion for the purpose of issue of the Secretarial Audit Report.
4.I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the company.
5.Wherever required I have obtained the management representation about the complianceof laws rules and regulations and major events during the audit period.
6.The Secretarial Audit report is neither an assurance as to the future viability ofthe company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.