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Stellar Capital Services Ltd.

BSE: 536738 Sector: Financials
NSE: N.A. ISIN Code: INE325P01011
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OPEN 3.92
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VOLUME 360000
52-Week high 12.19
52-Week low 3.51
P/E 122.33
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 3.92
CLOSE 3.65
VOLUME 360000
52-Week high 12.19
52-Week low 3.51
P/E 122.33
Mkt Cap.(Rs cr) 9
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Stellar Capital Services Ltd. (STELLARCAPITAL) - Director Report

Company director report

TO

The Members

Your Directors have pleasure in presenting the 23rd Annual Report together with theAudited Statement of Accounts for the Financial Year ended 31st March 2017.

FINANCIAL PERFORMANCE

Particulars

Financial year ended

(in Rupees)

31st March 2017 31stMarch 2016
Total Income 54829434 38716178
Total expenditure 53670006 37676252
Profit/(Loss) before tax 1159428 1039927
Profit/ (Loss) after tax 836261 718590
Paid- up Share Capital 249615000 249 615000
Reserves and Surplus 203340338 202377157

DIVIDEND

To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 2016-17. The Board assures you to present a muchstrong financial statements in coming years.

SHARE CAPITAL

The Paid up Equity Share Capital as on 31st March 2017 was Rs. 249615000. During theyear under review the company has not issued any shares debentures or any otherconvertible instruments.

a. BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

b. SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

c. BONUS SHARES

No Bonus Shares were issued during the year under review.

d. EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

e. ISSUE OF SHARES THROUGH PREFERENTIAL ALLOTMENT

The Company has not issued any equity shares by way of preferential allotment duringthe year under review.

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.

TRANSFER TO GENERAL RESERVES

As the company has not declared any Dividend therefore the Company has not proposedto carry any sum to the General Reserves of the Company for the period underconsideration.

CHANGE IN THE NATURE OF BUSINESS

Stellar Capital Services Limited (registered with the Reserve Bank of India (RBI) as aNon-Banking Financial Company) engaged mainly in the business of providing Secured andUnsecured Loans & Advances and investing in securities both quoted and unquotedduring the period under review there was no change in the nature of the Business of theCompany.

MATERIAL CHANGES AND COMMITMENTS

As per Regulation 31A (5) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the BSE Limited have approved the Application for Re-classification ofthe Promoters of the Company via its letter dated 25th April 2017. There after Mr. PranayAneja and Mrs. Rajni Aneja were categorized as promoters of the Company in the respectivedocuments. Except the above mentioned there were no material changes and commitmentsaffecting the financial position of the Company which has occurred between the end of thefinancial year of the Company and the date of the Directors’ report.

DURING THE YEAR

The Company has no subsidiaries joint ventures or associated companies thereforedisclosures in this regards are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND JOINTVENTURE COMPANIES

The company has no subsidiaries joint venture companies so there is no requirement ofdescription of performance of Subsidiaries and Joint Venture companies.

AUDITORS

A. Statutory Auditors

At the Annual General Meeting held on 25th August 2014 M/s V.N. Purohit & Co.Chartered Accountants were appointed as Statutory Auditors of the Company to hold theoffice till the conclusion of the Annual General Meeting to be held in the calendar year2019.

In terms of the first proviso to Section 139 of the Companies Act 2013 theappointment of the auditors shall be placed for ratification at every Annual generalMeeting. Accordingly the appointment of M/s V.N. Purohit & Co. charteredAccountants as statutory auditors of the Company is placed for ratification by theshareholders. In this regard the company has received a certificate from the auditors tothe effect that if they are reappointed it would be in accordance with the provisions ofSection 141 of the CompaniesAct2013.

The Auditors’ Report to the Shareholders for the year under review does notcontain any qualification.

B. Auditor’s Report

All Observations made in the Independent Auditors’ Report and Notes forming partof the Financial Statements are self explanatory and do not call for any further commentsunder section 143(12) of the Companies Act 2013.

C. Secretarial Auditor

Mr. Dimple Bhatia Practicing Company Secretary (Membership Number 17826) was appointedto conduct the secretarial audit of the Company for the F.Y 2016-17 as required underSection 204 of the Companies Act 2013 and Rules there under. The Secretarial audit Reportfor F.Y 2016-17 forms part of the Annual Report as Annexure -I.

Mr. Mohit Singh Tyagi of MST AND COMPANY Practicing Chartered Accountant also performsthe duties of Internal Auditors of the Company for Financial Year 2016-17 and his reportis reviewed by the Audit Committee from time to time.

E. Significant and Material Orders

There are no significant and material orders passed by the regulators and courts ortribunals impacting the going concern status and Company’s operations in future.

F. Extract of Annual Return

In accordance with Section 134(3) (a) of the Companies Act 2013 an extract of annualreturn in the prescribed format is appended as Annexure II.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of business.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

Information required to be given pursuant to section 134(3)(m) of the Companies Act

2013 read with the Companies (Accounts) Rules 2014 and forming part of Board’s

Report for the year ended March 31 2017 are given as below:

A. Conservation of Energy

The provision related conservation of energy does not apply to company therefore theinformation as required under the Companies (Accounts) Rules 2014 is not given. Howeverthe company is conscious about its responsibility to conserve energy power and otherenergy sources wherever possible. We emphasis towards a safe and clean environment andcontinue to adhere to all regulatory requirements and guidelines.

B. Technology Absorption

Your company has not imported any technology. However we believe and use informationtechnology extensively in all spheres of our activities to improve efficiency levels.

C. Expenditure on Research and Development

During the period under review company has not incurred any expenditure on R & D.

S.No. Parameters 2016-17 2015-16
a) Capital Expenditure 0 0
b) Recurring 0 0

D. RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.

E. RISK MANAGEMENT POLICY

Managing of Risk is an Integral part of Company’s strategy; Company has alreadyimplemented Risk Management Policy (annexed as Annexure III) and the Board ofDirectors has prepared a comprehensive framework of risk management for assessment ofrisks and to determine the responses to these risks so as to minimize their adverse impacton the organization.

The policy as approved by the Board of Directors is also uploaded on Company’swebsite.

F. CORPORATE SOCIAL RESPONSIBILITY

The provision of Companies Act 2013 regarding Corporate Social Responsibility shallnot be applicable to companies having net worth not exceeding Rs. 500 Cr or turnover notexceeding Rs. 1000 Cr or net profit not exceeding Rs. 5 Cr or more during any financialyear as on the last date of previous financial year. In this connection we wish toinform you that in respect of our company as on the last audited balance sheet as at March31 2017 neither the net worth exceeds Rs. 500 Crore nor turnover exceeds neither Rs.1000 Crore nor net profit exceeding Rs. 5 Cr. Hence the provisions of Companies Act2013 regarding Corporate Social Responsibility would not be applicable.

G. NUMBER OF MEETINGS OF THE BOARD

The Boards of Directors duly met 19 times during the Financial Year 2016-17 thedetails of which are given in the Corporate Governance Report that forms part of thisAnnual Report. The intervening gap between any two board meetings was within the periodprescribed by the Companies Act 2013.

H. POLICY ON DIRECTORS’ APPOINTMENT AND REMUNERATION

The current policy is to have an appropriate mix of Executive and Independent Directorwith atleast one Women Director to maintain the independence of the board separate itsfunction of Governance and Management and the composition of the Board shall be inaccordance with requirements of the Articles of Association of the Company the CompaniesAct2013 SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 and thestatutory regulatory and contractual obligations of the Company.

Company has put in a place the policy on board diversity for appointment of Directorstaking into consideration qualification and wide experience of the directors in the fieldsof Banking Finance Regulatory Administration Legal apart from compliance of legalrequirements of the Company.

As on 31st March 2017 the Board consists of 4 members two of whom are ExecutiveDirectors and other two are independent Directors. The Board periodically evaluates theneed for change in its composition and its size.

The policy of the company on Directors’ appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters provided under Sub-section (3) of Section 178 of the companies Act2013 adopted by the Board is appended as Annexure IV to the Board’s Report.We affirm that remuneration paid to the directors is as per the terms laid out in theremuneration policy of the company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that he/she meets the criteria of independencelaid down in Section 149(6) of the Companies Act 2013.

BOARD EVALUATION

Regulation 17 of SEBI (Listing obligations and Disclosure Requirements) Regulations2015 directs that the Board shall monitor and review the Board evaluation framework. TheCompanies Act 2013 states that a formal annual evaluation needs to be made by the boardof its own performance and that of its committees and individual directors. Schedule IV ofthe Companies Act 2013 states that performance evaluation of Independent Directors shallbe done by the entire Board of Directors excluding the Directors being evaluated.

The evaluation of all the Directors and the board as a whole was conducted based on thecriteria and frame work adopted by the Board. The Board approved the evaluation results ascollated by the nomination and remuneration committee.

None of the independent directors are due for re-appointment.

FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company has put in place a system to familiarize its Independent Directors aboutthe Company; every new Independent directors of the board attends familiarization program.To familiarize the new inductees with the strategy operations and functions of ourCompany the executive directors/ senior managerial personnel make presentations to theinductees about the Company’s strategy operations product and service offeringsmarkets software delivery organization structure finance human resources technologyquality facilities and risk management.

Further at the time of appointment of an Independent Director the Company issues aformal letter of appointment outlining his/her role function duties and responsibilitiesas a director. The format of the letter of appointment is available on our website.

DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.

A. Mr. Ashish Bansal Managing Director of the Company resigned from the post ofManaging Director with effect from 05.01.2017 and Mr. Pranay Aneja was appointed as theManaging Director and Executive Chairman of Company with effect from 05.01.2017.

Pursuant to the recommendation of Nomination and Remuneration Committee the Board atits meeting held on dated 05.01.2017 approved the appointment of Mr. Pranay Aneja asExecutive Chairman and Managing Director of the Company for a period of Five years witheffect from 05.01.2017 to 04.01.2022 later on approved by the members of the company. Mr.Pranay Aneja was designated as the Managing Director (MD) and Executive Chairman by themembers of the Company in the Extra ordinary General Meeting held on 14.02.2017;

B. Mr. Vikram Sharma Whole Time Director (WTD) of the Company resigned from thedirectorship of the Company with effect from 05.01.2017 and Mrs. Rajni Aneja was appointedas the Director of the Company with effect from 05.01.2017. She was appointed as the WholeTime Director (WTD) of the Company with effect from 13.07.2017 subject to approval by themember of the company in the Annual General Meeting to be held on 28.09.2017.

C. Ms. Manisha Rajpal resigned from the post of Company Secretary of the Companywith effect from 25.01.2017 and the Board of Director in their meeting held on dated30.03.2017 appointed Mr. Priya Datta Joshi member of "Institute of CompanySecretaries of India" as the Company Secretary and Compliance Officer in the Companyin compliance with Companies Act 2013 and SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015.

D. Ms. Sushma Aggarwal resigned from the post of Chief Financial Officer (C.F.O) ofthe Company on 25.05.2017 and Mr. Ashwani Rampal is appointed as the Chief FinancialOfficer of the Company on 30.05.2017.

E. Mr. Ankit Dixit was appointed as the Additional Director (Independent Category)in the Board of Director of the Company with effect from 13.07.2017.

F. Mr. Roopesh Gupta was appointed as the Additional Director in the Board of Directorof the Company with effect from 13.07.2017 and resigned from the post of AdditionalDirector on 10.08.2017.

G. Ms. Seema Mangal Resigned from the post of Independent Director of the Company witheffect from 26.07.2017 and Mr. Babu Lal Gupta appointed as the Additional Director(Independent Category) on the Board of Directors of the Company with effect from27.07.2017.

G. The following persons are the formally appointed/ designated as Key ManagerialPersonnel of the Company in compliance with the provisions of Section 203 of the CompaniesAct 2013.

1. Mr. Pranay Aneja Managing Director (Appointed w.e.f- 05.01.2017)

2. Mr. Ashish Bansal- Managing Director (Resigned w.e.f- 05.01.2017)

3. Mrs. Rajni Aneja- Whole Time Director (Appointed w.e.f-13.07.2017)

4. Ms. Sushma Aggarwal- Chief Financial Officer (Resigned w.e.f 25.05.2017)

5. Mr. Ashwani Rampal Chief Financial Officer (Appointed w.e.f- 30.05.2017)

6. Mr. Priya Datta Joshi-Company Secretary (Appointed w.e.f- 30.03.2017)

7. Ms. Manisha Rajpal- Company Secretary (Resigned w.e.f- 25.01.2017)

DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE

Mr. Pranay Aneja Managing Director of the Company is the Son of Mrs. Rajni AnejaWhole Time Director of the Company.

TRANSFER OF CONTROL

On 10/11/2015 Mrs. Rajni Aneja w/o Late. Sh. Harish Aneja and Mr. Pranay Aneja

S/o Late. Harish Aneja ("the Acquirers") both residing at B-34 Soami NagarNew Delhi- 110017 with an intention to take over the Management & Control of the

Company entered into a Share Purchase Agreement ("SPA") with the Promoters&

Promoter Group of the Company and has further made Open offer for acquisition of 6489990 fully paid equity shares of 10/- (Rupees Ten each) in compliance with applicableprovisions of the Securities and Exchange Board of India (substantial Acquisition ofshares and Takeovers) Regulations 2011.

Accordingly post open offer report dated 23rd March 2016 has been submitted by Managerto offer i.e. Aryaman Financial Services Ltd. to SEBI. The Company is alsoregistered with Reserve Bank of India (RBI) bearing COR No B. 14.02359 and the ReserveBank of India via its letter dated 31.08.2016 have approved the transfer of Share.

As per Regulation 31A (5) of SEBI (Listing Obligation and Disclosure Requirements)Regulation 2015 the BSE Limited have approved the Application for Re-classification ofthe Promoters of the Company via its letter dated 25th April 2017. There after Mr. PranayAneja and Mrs. Rajni Aneja were categorized as promoters of the Company in the respectivedocuments.

COMMITTEES OF THE BOARD

Currently the Board has 3 Committees; the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee.

A detailed note on the Board and its committees is provided under the CorporateGovernance report section of this annual report. The Composition of committees andcompliances as per applicable provisions of the act and rules are as follows:

Audit Committee

The "Audit Committee" of the Company is constituted in line with theprovisions of

Regulation 18 of the SEBI (LODR) Regulation read with Section 177 of the Companies

Act2013 (‘the Act’)

The Audit Committee of Company Comprises of:

Mr. Amar Pal Singh

Mrs. Seema Mangal (Resigned on:-26.07.2017 )

Mr. Ashish Bansal (Resigned on:- 05.01.2017)

Mr. Ankit Dixit (Appointed on:- 13.08.2017)

Mr. Pranay Aneja (Appointed on:- 05.01.2015)

Nomination and Remuneration Committee

The "Nomination Remuneration and Committee" has been constituted by the Boardas per the requirements of the provisions of Section 178 (1) of the Companies Act 2013and Regulation 19 of the SEBI (LODR) Regulation.

The Nomination and Remuneration Committee of Company Comprises of :

Mr. Amar Pal Singh

Mrs. Seema Mangal (Resigned on:- 26.07.2017)

Mr. Ashish Bansal (Resigned on:- 05.01.2017)

Mr. Ankit Dixit(Appointed on:- 13.08.2017)

Mr. Pranay Aneja(Appointed on:- 05.01.2015)

Stakeholders Relationship Committee

The "Stakeholders’ Relationship Committee" is constituted in line withthe provisions of

Section 178 (5) of the Companies Act 2013 and Regulation 20 of SEBI (LODR) Regulation.

The Stakeholders Relationship Committee of Company Comprises of

Ms. Seema Mangal (Resigned on:- 26.07.2017)

Mr. Ashish Bansal (Resigned on:- 05.01.2017)

Mr. Ankit Dixit (Appointed on:- 13.08.2017)

Mr. Pranay Aneja (Appointed on :- 05.01.2015)

POLICY FOR DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.The aim of the policy is to provide adequate safeguards against victimization of whistleblower who avails of the mechanism and also provide direct access to the Chairman of auditCommittee in appropriate and exceptional cases.

Accordingly ‘whistle Blower policy’ has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the EthicsCounselor or the Chairman of the audit Committee of the Company. The purpose of thispolicy is to provide a framework to promote responsible and secure whistle blowing. Itprotects employees willing to raise a concern about irregularities within the Company.

This policy is annexed as Annexure-V and is also posted on the website of thecompany.

CODE OF CONDUCT

The Board of Directors has approved a Code of Conduct which is applicable to members ofthe Board and all employees in the course of day to day business operations of thecompany. The Code has been placed on the Company’s websitewww.stellarcapitalservices.com The Code lays down the standard procedure of businessconduct which is expected to be followed by the directors and the designated employees intheir business dealings and in particular on matters relating to integrity in the workplace in business practices and in dealing with stakeholders. All the Board Members andthe Senior Management personnel have confirmed compliance with the Code.

PARTICULARS OF LOANS GUARANTEE OR INVESTMENTS UNDER SECTION 186

Particulars of Loans and Guarantees are provided in the financial statements (pleaserefer the Notes to the financial Statements).

BRIEF RESUME

The Company provides a brief resume of Mrs. Rajni Aneja (DIN: 00341959 ) Whole TimeDirector Ankit Dixit (Additional) Independent Director and Mr. Babu Lal Gupta(Additional) Independent Director in Compliance of Regulation 36(3) Of SEBI (ListingObligations And Disclosure Requirements) Regulations 2015 in respect of Director BeingAppointed or Re-appointed.

RELATED PARTY TRANSACTIONS

All related party transactions that were entered into during the financial year were onarm’s length basis and also in the ordinary course of the business. There are nomaterially significant related party transactions made by the Company with Promoters KeyManagerial Personnel or other designated persons which may have potential conflict withinterest of the Company at large. The details of Related Party Transactions are disclosedand forming part of the Annual Financial Statements and also stated in Form AOC-2 annexedas Annexure-VI.