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Starlit Power Systems Ltd.

BSE: 538733 Sector: Metals & Mining
NSE: N.A. ISIN Code: INE909P01012
BSE 00:00 | 22 Jan Starlit Power Systems Ltd
NSE 05:30 | 01 Jan Starlit Power Systems Ltd
OPEN 12.70
PREVIOUS CLOSE 12.70
VOLUME 348
52-Week high 13.00
52-Week low 10.11
P/E
Mkt Cap.(Rs cr) 13
Buy Price 12.70
Buy Qty 152.00
Sell Price 12.70
Sell Qty 900.00
OPEN 12.70
CLOSE 12.70
VOLUME 348
52-Week high 13.00
52-Week low 10.11
P/E
Mkt Cap.(Rs cr) 13
Buy Price 12.70
Buy Qty 152.00
Sell Price 12.70
Sell Qty 900.00

Starlit Power Systems Ltd. (STARLITPOWER) - Director Report

Company director report

Your Directors are pleased to present their 11th Annual Report together withthe Audited Statement of Accounts of the Company for the year ended March 31 2019.

1. Financial Results

The Company's financial performance for the year ended March 31 2019 is summarisedbelow:

CONSOLIDATED STANDALONE
2018-19 2017-18 2018-19 2017-18
Rs. lacs Rs. lacs Rs.lacs Rs. lacs
Net Sales 1281.32 729.34 1281.32 722.91
Other Income 123.28 103.58 123.28 103.58
Profit Before Interest Depreciation & Tax (182.60) (174.48) (182.59) (164.53)
Finance Cost 229.32 181.17 229.31 181.17
Depriciation 99.75 100.11 99.71 100.02
Profit Before Tax (511.67) (455.76) (511.61) (445.72)
Less: Provision for Tax (108.36) 202.27 108.38 202.13
Current Tax - - - -
Deferred Tax (108.36) 202.27 108.38 202.13
Profit After Tax (403.30) (608.30) (403.22) (647.85)

2. FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANY'S AFFAIRS

2.1. CONSOLIDATED

On a Consolidated basis the Operating Revenue was at Rs. 1281.32 Lacs in FY19compared to Rs 729.34 Lacs in FY18. The increase was mainly due to recovery of batterypurchase cost related to regulated businesses capacity addition in renewable business andgood operational performance by the businesses. The operating Loss for the year underreview recorded an 33.70% reduction over FY19.

2.2. STANDALONE

On a Standalone basis the Operating Revenue stood at Rs 1281.32 Lacs in FY19 comparedto Rs 722.91 Lacs in FY18. The increase was mainly due to recovery of battery purchasecost related to regulated businesses capacity addition in renewable business and goodoperational performance by the businesses. The operating Loss for the year under reviewrecorded an 33.70% reduction over FY19.

3. Dividend

The Board of Directors of your Company has decided to Retain and Plough Back into theBusiness of the Company thus no dividend is being recommended for this year.

4. Reserves

The Company has transferred Rs. (40322991.00) to Reserve during the Year.

5. Share Capital

During the year under review there was no change in the Company's issued subscribedand paid-up equity share capital. On March 31 2019 it stood at 10.06 Cr divided into10064866 equity shares of 10/- each.

6. Material changes affecting the Company

There were no other material changes / commitments affecting the financial position ofthe Company or that may require disclosure between March 31 2019 and the date of Board'sReport.

7. Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as requiredunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is attached forming part of this report.

8. Subsidiaries Joint Ventures and Associate Companies.

S.no Particulars % of Shareholding
1. Vivaan Vyapaar Private Limited 90

The Company has one subsidiary. Pursuant to Section 129(3) of the Companies Act 2013and Accounting Standards issued by the Institute of Chartered Accountants of IndiaConsolidated Financial Statements presented by the Company include the FinancialStatements of its Subsidiaries. Consolidated Financial Statements form part of this AnnualReport. Statement containing the salient feature of the financial statement of theCompany's subsidiaries in Form AOC-1 is enclosed to this Annual Report.

In terms of provisions of Section 136 of the Companies Act 2013 the Company shallplace separate audited accounts of the Subsidiary Companies on its website athttp://www.starlitpower.com.

9. Research and Development (R&D)

The Company takes pride in its continuous research and development which focus onproviding innovative solutions as opposed to simply producing Power Battery. With theseconsistent efforts in research and development activities Starlit is trying to accelerategrowth and drive new product development globally.

10. Secretarial Standards

During the year 2019 the Company has complied with applicable Secretarial Standardsissued by the Institute of the Company Secretaries of India.

11. Directors Responsibility Statement

The Board acknowledges the responsibility for ensuring compliance with the provisionsof clause (c) of sub section (3) of Section 134 of the Companies Act 2013 and Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and state that:

a) in the preparation of the annual accounts for the year ended 31st March2019 the applicable accounting standards had been followed along with the properexplanation relating to material departures;

b) Accounting policies selected were applied consistently. Reasonable and prudentjudgments and estimates are made so as to give a true and fair view of the state ofaffairs of the Company as of 31st March 2019 and of the profits/loss of the Company forthe year ended on that date

c) Proper and sufficient care has been taken for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 for safeguarding theassets of the Company and for preventing and detecting fraud and other irregularities

d) The annual accounts of the Company have been prepared on a going concern basis.

e) Proper Internal Financial Controls were in place and that the Financial Controlswere adequate and were operating effectively.

f) Systems to ensure compliance with the provisions of all applicable laws were inplace and were adequate and operating effectively.

12. Corporate Governance

Starlit is committed to maintaining best standards of Corporate Governance and hasalways tried to build the maximum trust with shareholders employees customers suppliersand other stakeholders. The Company has also implemented several best governancepractices. The report on Corporate Governance as stipulated under the Listing Regulationsforms an integral part of this Report. The requisite certificate from the Auditors of theCompany confirming compliance with the conditions of Corporate Governance is attached tothe report on Corporate Governance.

13. Directors and Key Managerial Personnel a. Appointment and Reappointment

Shri. Kamaljeet Singh Jaswal Whole Time Director of the Company retires by rotationand being eligible offer himself for reappointment at the ensuing Annual General Meeting.The Board of Directors in its meeting held on August 13 2019 on the recommendation ofthe HR Nomination & Remuneration Committee and subject to the approval of Members ofthe Company reappointed Shri. Kamaljeet Singh Jaswal for a further period of five yearsw.e.f. September 25 2019 till 24 September 2024.

Shri. Sanjay Arora Independent Director of the Company was appointed for a tenure offive years with effect from 13th January 2015 till 12th January 2020. The Board ofDirectors in its meeting held on August 13 2019 on the recommendation of the HRNomination & Remuneration Committee and subject to the approval of Members of theCompany reappointed him for second term commencing from 13th January 2020.

During the year Shri. Rajesh Browne appointed as whole time Director of the company ason November 28th 2018 After The closing of Financial year 2018-19 and beforeAGM Shri. Rajesh Browne has resigned w.e.f. June 30th 2019. Shri. Yogesh KumarGupta was appointed as an Additional Managing Director of the company. Now the Boardrecommends appointment of Shri. Yogesh Kumar Gupta (DIN: 00315397) as Chairman CumManaging Director of the Company liable to retire by rotation w.e.f. July 3 2019.

Shri. Nikhil Kanwar was appointed by the Board as Additional Director of the Companyand also as Independent Director not being liable to retire by rotation for a term of 5years i.e. from 28th November 2018 upto 27th November 2023 subjectto approval of the Members in ensuing AGM. Shri. Lavan Raheja M. No. 55438 was appointedas a Company Secretary cum Compliance officer of the company w.e.f. 10th October2018

b. Status of Other Directors

Smt. Sangeeta Jaryal is acting as Independent Women Director of the Company. Herpresent tenure of five years is from 19rd December 2017 to 18thDecember 2022.

c. Independent Directors Declaration

The Company has received necessary declaration from each Independent Director undersection 149(7) of the Companies Act 2013 that they meet the criteria of independence laiddown in section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.

14. Familiarization Programme for the Independent Directors

The Company follows a well-structured induction programme for orientation and trainingof Directors at the time of their joining so as to provide them with an opportunity tofamiliarise themselves with the Company its management its operations and the industryin which the Company operates. At the time of appointing a Director a formal letter ofappointment is given to him/her which inter alia explains the role function duties andresponsibilities expected of him/her as a Director of the Company. The Director is alsoexplained in detail the Compliance required from him under the Companies Act 2013 theListing Regulations and other relevant regulations and affirmation taken with respect tothe same. The induction programme includes:

1) For each Director a one to one discussion with the Chairman and Managing Directorto familiarise the former with the Company's operations

2) An opportunity to interact with the CFO & Company Secretary business heads andother senior officials of the Company who also make presentations to the Board members ona periodical basis briefing them on the operations of the Company strategy risks newinitiatives etc. The details of the familiarisation programme may be accessed on theCompany's corporate website (www.starlitpower.com).

15. Performance Evaluation of the Board Committees and Individual Directors

In terms of provisions of Companies Act 2013 read with the Rules issued thereunder andSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board hasadopted a formal mechanism for evaluating the performance of its Board Committees andindividual Directors including the chairman of the Board. Further a structuredperformance evaluation exercise was carried out based on criteria such as:

• Board/Committees composition; Structure and responsibilities thereof; Ethics andCompliance Effectiveness of Board processes; Participation and contribution by members;

• Information and functioning;

• Specific Competency and Professional Experience /Expertise Business Commitment& Organisational Leadership Board/Committee culture and dynamics; and Degree offulfillment of key responsibilities etc.

The performance of Board Committees thereof Chairman Executive and Non-ExecutiveDirectors and individual Directors is evaluated by the Board/ Separate meeting ofIndependent Directors. The results of such evaluation are presented to the Board ofDirectors.

16. Promotion of Women's Well Being at Work Place

Starlit has zero tolerance for sexual harassment at workplace and has adopted a Policyon prevention prohibition and redressal of sexual harassment at workplace in line withthe provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013 and the Rules thereunder for prevention and redressal of complaintsof sexual harassment at workplace. The Company has complied with provisions relating tothe constitution of Internal Complaints Committee under the said act. There have been nocomplaints of sexual harassment received during the year.

17. Contracts or Arrangements with Related Parties

With reference to Section 134(3)(h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered into by theCompany during the Financial Year were in the ordinary course of business and on an arm'slength basis. The details of the related party transactions as required under AccountingStandard are set out in Note 2 to the standalone financial statements forming part of thisAnnual Report.

No Material Related Party Transactions i.e. transactions amounting to ten percent ormore of the annual consolidated turnover as per the last audited financial statementswere entered during the year by your Company. Accordingly the disclosure of Related PartyTransactions to be provided under section 134(3)(h) of the Companies Act 2013 in FormAOC 2 is not applicable. As per the Listing Regulations all related party transactionsare placed before the Audit Committee for approval. Prior omnibus approval of the AuditCommittee has been obtained for the transactions which are of foreseen and repetitivenature. The transactions entered into pursuant to the omnibus approval are presented tothe Audit Committee by way of a statement giving details of all related partytransactions. The Company has developed a Related Party Transactions Policy for thepurpose of identification and monitoring of such transactions and can be accessed on theCompany's website(http://www.starlitpower.com).

18. Auditors and Auditors' Report Statutory Auditors

M/s. D M A R K S & Associates Chartered Accountants Firm Reg. No. 006413N NewDelhi were appointed as Statutory Auditors of the Company in the 9th AGM (heldon 28th September 2017) to hold office for a period of 5 years until theconclusion of the 14th Annual General Meeting subject to ratification at everyAnnual General Meeting. However in accordance with the Companies Amendment Act 2017enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointmentof Statutory Auditors is not required to be ratified at every Annual General Meeting.Accordingly no such item is being considered in notice of the 11th AGM. Theywill continue as Statutory Auditors for next financial year There are no observations(including any qualification reservation adverse remark or disclaimer) of the Auditorsin their Audit Report that may call for any explanation from the Directors. Further thenotes to accounts referred to in the Auditor`s Report are self-explanatory. During theyear the Auditor had not reported any matter under Section 143 (12) of the Act thereforeno detail is required to be disclosed under Section 134(3)(ca) of the Act.

Secretarial Auditor

The Company had appointed Shri Vikram Talwar Practising Company Secretary to conductits Secretarial Audit for the Financial Year 2019. The Secretarial Audit report is annexedherewith as Annexure - B to this report. There are no qualifications reservationsor adverse remarks made by Secretarial Auditor in his report. During the year the Auditorhad not reported any matter under Section 143 (12) of the Act therefore no detail isrequired to be disclosed under Section 134(3)(ca) of the Act.

19. REMUNERATION POLICY

Your Company is driven by the need to foster a culture of leadership with mutual trust.Starlit's remuneration policy which is aligned to this philosophy is designed toattract motivate retain manpower and improve productivity by creating a congenial workenvironment encouraging initiative personal growth and teamwork besides offeringappropriate remuneration package. Pursuant to the applicable provisions of the CompaniesAct 2013 and the Listing Regulations the Board in consultation with its Nomination& Remuneration Committee has formulated a framework containing inter-alia thecriteria for performance evaluation of the entire Board of the Company its Committees andIndividual Directors including Independent Directors.

Members can download the complete remuneration policy on the Company's website(www.starlitpower.com). Disclosure of details of payment of remuneration to ManagerialPersonnel under Schedule V Part II Section II (A) forms part of this CorporateGovernance Report.

20. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls are an integrated part of the risk management processaddressing financial and financial reporting risks. The internal financial controls havebeen documented digitised and embedded in the business processes. Assurance on theeffectiveness of internal financial controls is obtained through management reviewscontrol self-assessment continuous monitoring by functional experts as well as testing ofthe internal financial control systems by the internal auditors during the course of theiraudits. We believe that these systems provide reasonable assurance that our internalfinancial controls are designed effectively and are operating as intended.

21. RISK MANAGEMENT POLICY

The Company does not have any Risk Management Policy as the elements of riskthreatening the Company's existence are very nominal.

22. CORPORATE SOCIAL RESPONSIBILITY

The Company has not developed and implemented any Corporate Social Responsibilityinitiatives as the said provisions are not applicable to your company.

23. STOCK EXCHANGE LISTING

Presently the shares of the Company are listed on the Bombay stock Exchange (BSE).

Disclosures

24. MEETINGS OF THE BOARD

During Financial Year 2019 Eight (8) meetings of the Board of Directors Four (4)Audit Committee and Two (2) Nomination and Remuneration committee meetings were held. Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013. Details of the composition of the Board and its Committees and of the Meetingsheld attendance of the Directors at such Meetings and other relevant details are providedin the Corporate Governance Report. There have been no instances of non-acceptance of anyrecommendations of the Audit Committee by the Board during the Financial Year underreview.

25. Vigil Mechanism

The Company has adopted a Whistle Blower Policy establishing vigil mechanism toprovide a formal mechanism for the Directors and employees to report their concerns aboutunethical behaviour actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy without fear of reprisal. The policy is accessible on theCompany's website at: http://www.starlitpower.com.

26. Particulars of Loans given Investments made Guarantees given and Securitiesprovided

The Company have duly complied with the provision of Section 186 of the Companies Act2013 during the year under review. The details of loans guarantees and investments arecovered in the notes to the Financial Statements.

27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The details of energy conservation technology absorption and foreign exchange earningsand outgo as required under Section 134(3) of the Companies Act 2013 read with the Rule8 of Companies (Accounts of Companies) Rules 2014 is annexed herewith as "Annexure- C" to this report.

28. Change in Nature of Business if any

There was no change in the nature of business during the year under review.

29. Investor Education and Protection Fund (IEPF)

Details of unclaimed Dividend and Shares transferred to IEPF during 2018-19 are givenin Corporate Governance Report.

30. Extract of Annual Return

Extract of Annual Return (MGT-9) of the Company is annexed herewith marked as "AnnexureD" to this Report.

31. Particulars of Employees and related disclosures

Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it isnecessary to disclose the ratio of remuneration of each director to the median employees'remuneration.

1. The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;

S. No. Name Designation Ratio
1 Shri Kamaljeet Singh Jaswal Executive Director CFO 12.00
2 Shri Yogesh Kumar Gupta Independent Director 24.00

2. The percentage increase in remuneration of each director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year;

S. No. Name of the KMP Designation % increase in Remuneration
1 Shri Yogesh Kumar Gupta Chairman and Managing Director NA
2 Shri Kamaljeet Singh Jaswal Executive Director CFO NA
3 Lavan Raheja Company Secretary & Compliance Officer NIL

3. The percentage increase in the median remuneration of employees in the financialyear is 10%.

4. The numbers of permanent employees on the rolls of company were 57 as on 31st March2019.

5. Affirmation that the remuneration is as per the Remuneration Policy of theCompany: It is hereby affirmed that the remuneration paid during FY 2019 is as per theremuneration policy of the company.

6. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 pertaining to the top ten employees interms of remuneration drawn and their other particulars also form part of this report.

32. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these items during the year underreview:

• Deposits : The Company has not accepted deposit from the public within theambit of Section 73 of the Companies Act 2013 and The Companies (Acceptance of Deposits)Rules 2014.

• Significant and Material Orders Passed by the Regulators or Courts: Nosignificant and material orders have been passed by the Regulators or Courts or Tribunalsimpacting the going concern status of the Company and its operations in the future.

33. ACKNOWLEDGEMENT

Your Directors place on record their sincere thanks to Bankers business associatesconsultants and various Government Authorities for their continued support extended toyour Company's activities during the year under review. The Board also places on recordtheir appreciation of the devoted services of the employees. Your Directors alsoacknowledges gratefully the shareholders for their support and confidence reposed on yourCompany.

For and on Behalf of the Board of Directors
Shri Yogesh Kumar Gupta
Chairman and Managing Director
Delhi August 13 2019

Annexure "C"

THE INFORMATION ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO STIPULATED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITHRULE 8 OF THE COMPANIES (ACCOUNT) RULES 2014

A. CONSERVATION OF ENERGY

(i) Steps taken/Impact on Conservation of Energy:

Improvement in energy efficiency is a continuous process at Starlit and conservation ofenergy is given a very high priority in our plant and offices. The energy cost savingmeasures carried out by the company during the year are listed below:

• Improving the Equipment Efficiency.

• Adoption of new Techniques

• Optimum loading of Power & Distribution Transformer to reduce the Loadlosses

• Energy Saving in Air Compressor by optimizing operational parameters.

• Energy saving in utility plants by Improving COP

• Energy Efficient charging system for batteries.

• Energy Efficient heating system for lead recycling plant by use of Bio massgassifier in place of use of diesel approved by MNRE .

• Installation of LED Lighting (Indoor & Outdoor).

• Installation of solar panels for street lighting

• Use of day light for illumination.

(ii) Steps taken by the Company for utilizing alternate sources of energy.

i) Converted drying operations from LPG to bio mass gas based heating system usingagriculture wastes/residues.

ii) Converted lead smelting from highly polluting furnace oil to cleaner fuel recycledfrom waste tyres.

iii) Preparatory work completed to install and commissioning 50 KW ROOF TOP SOLAR POWERPlant

(iii) Capital investment on energy conservation equipments during the year: NIL

B. TECHNOLOGY ABSORPTION

(i) Lot of Efforts have been made towards technology up-gradation in manufacturing oflead acid batteries based on international practices adopted for use of new materials likecarbon nano tubes (CNT) graffine carbon induced materials etc to give not only improvedlife of the batteries but also reduction in lead quantity:

(ii) The benefits derived are like product improvement cost reduction productdevelopment import substitution and Growth in business

(iii) In case of imported technology (Imported during the last 3 years reckoned fromthe beginning of the financial year)

(a) Details of Technology Imported

(b) Year of Import

(c) Whether the technology been fully absorbed

(d) If not fully absorbed areas where this has not taken place and reasons thereof

N.A. (The Company has not imported any technology)

(iv) Expenditure incurred on Research and Development : NIL

C. FOREIGN EXCHANGE EARNINGS AND OUTGO

The Company's foreign exchange earnings were NIL.

The total foreign exchange utilized during the year amounted to NIL.