The Board of Directors present the Companys Thirteenth Annual Report and theCompanys audited financial statements for the financial year ended March 31 2021.
1. Financial Results
The Companys financial performance for the year ended March 31 2021 issummarized below:
| || |
| ||2020-21 ||2019-20 |
| ||Rs. Lakhs ||Rs. Lakhs |
|Net Sales ||1774.96 ||1150.12 |
|Other Income ||(27.08) ||5.15 |
|Profit Before Interest Depreciation & Tax ||(367.19) ||(194.00) |
|Finance Cost ||181.59 ||137.19 |
|Depreciation ||98.94 ||98.02 |
|Profit Before Tax ||(647.72) ||(429.21) |
|Less: Provision for Tax ||(168.04) ||(258.87) |
|Current Tax || || |
|Deferred Tax ||(168.04) ||(258.87) |
|Profit After Tax ||(479.68) ||(170.34) |
2. FINANCIAL PERFORMANCE AND THE STATE OF THE COMPANYS AFFAIRS
A detailed analysis and insight into the financial performance and operations of yourCompany for the year under review and future outlook is appearing in ManagementDiscussion and Analysis which forms part of the Annual Report.
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.
The Company has transferred Nil amount to Reserve during the Year.
5. Share Capital
During the year under review there was no change in the Companys issuedsubscribed and paid-up equity share capital. On March 31 2021 it stood at 10.06 Crdivided into 10064866 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 2021 and the date ofBoards Report.
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 |
|NIL || |
The Company does not have any subsidiary Joint Ventures or Associate Companies.Statement containing the salient feature of the financial statement of the Companyssubsidiaries in Form AOC-1 is enclosed to this Annual Report as Annexure - 3.
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 Financial Year 2021 the Company has complied with applicable SecretarialStandards issued 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 March2021 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 2021 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) TheDirectors have prepared annual accounts of the Company on a going concern basis.
e) The Directors have laid downProper Internal Financial Controls were in place andthat the Financial Controls were 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. Diversity of the Board
The Company believes that diversity is important to the work culture at anyorganisation. In particular a diverse Board among others will enhance the quality ofdecisions by utilizing different skills qualifications and professional experience forachieving sustainable and balanced development.
13. Directors and Key Managerial Personnel
Mr. Yogesh Kumar Gupta is the Chairman of the Company.
b. Appointment Reappointment and Cessation
In accordance with the provisions of the Companies Act 2013 Shri. Yogesh Kumar Gupta(DIN: 00315397) retires by rotation at the ensuing AGM and being eligible has offeredhimself for re-appointment. Your Directors commend re-appointment of Shri. Yogesh KumarGuptafor approval of the Members at the ensuing AGM.
Shri. Divya Garg (DIN: 00602690) had resigned from the position of the ExecutiveDirector of the Company due to personal reasons w.e.f. December 31 2020. Furtherin accordance of SEBI (LODR) Regulations 2015 he confirmed that there is no othermaterial reason for his resignation other than those mentioned in his resignation letter.
The Board of Directors based on performance evaluation and as per the recommendationof the NRC Committee has commended the appointment of Shri Hari Prasad Paudel (DIN:06438375) as Additional Executive Director of the Company W.e.f December 31 2020. Thefollowing personnels continue as KMPs as per the definition under Section 2(51) andSection 203 of the Act:
a) Mr. Divya Garg Chief Financial Officer
b) Mr. Lavan Raheja Company Secretary
c. 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. Shri. Sanjay Arora is acting as Independent Director of the Company. Hispresent tenure of five years is from 13rdJanuary 2020 to 12thJanuary2025. Shri Nikhil Kanwar is acting as Independent Director of the Company. His presenttenure of five years is from 28th November 2018 to 27th November2023.
d. Independent Directors Declaration
The Company has received declarations from all the Independent Directors of the Companyconfirming that:
a) they meet the criteria of independence prescribed under the Act and the ListingRegulations; and
b) they have registered their names in the Independent Directors Databank.
The Independent Directors have also confirmed that they have complied with theCode of Conduct of the Company. All the Independent Directors have affirmedthat they have complied with the provisions of Rule 6 of the Companies (Appointment andQualification of Directors) Rules 2014.
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 ManagingDirector to familiarise the former with the Companys operations
2) An opportunity to interact with the CFO & Company Secretary businessheads and other senior officials of the Company who also make presentations to the Boardmembers on a periodical basis briefing them on the operations of the Company strategyrisks new initiatives etc.
The details of the familiarisation programme may be accessed on the Companyscorporate website (www.starlitpower.com).
15. Performance Evaluation
The Company has a policy for performance evaluation of the Board Committees and otherindividual Directors (including Independent Directors) which include criteria forperformance evaluation of Non-Executive Directors and Executive Directors. In accordancewith the manner of evaluation specified by the Committee the Board carried out annualperformance evaluation of the Board its Committees and Individual Directors. TheIndependent Directors carried out annual performance evaluation of the Chairperson thenon-independent directors and the Board as a whole. The Chairman of the respectiveCommittees shared the report on evaluation with the respective Committee members. Theperformance of each Committee was evaluated by the Board based on the report ofevaluation received from the respective Committees. A consolidated report was shared withthe Chairman of the Board for his review and giving feedback to each Director.
16. Promotion of Womens Well Being at Work Place
In accordance with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 (POSH Act) and Rules madethereunder the Company has in place a policy which mandates no tolerance against anyconduct amounting to sexual harassment of women at workplace. The Company has constitutedInternal Committee(s) (ICs) to redress and resolve any complaints arising under the POSHAct. Training/awareness programs are conducted throughout the year to create sensitivitytowards ensuring respectable workplace.
17. Contracts or Arrangements with Related Parties
With All contracts / arrangements / transactions entered by the Company during thefinancial year with related parties were in its ordinary course of business and on anarms length basis. During the year the Company had not entered into any contract /arrangement / transaction with related parties which could be considered material inaccordance with the policy of the Company on materiality of related party transactions orwhich is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) readwith Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules 2014. ThePolicy on Materiality of Related Party Transactions and on dealing with Related PartyTransactions as approved by the Board is available on the Companys website and canbe accessed at (http://www.starlitpower.com). There were no materially significant relatedparty transactions which could have potential conflict with the interests of the Companyat large. Members may refer to Note 02 to the Standalone Financial Statement which setsout related party disclosures pursuant to Ind AS.
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 9 AGM (held on 28September 2017) to hold office for a period of 5 years until the conclusion of the 14Annual General Meeting. The Auditors have confirmed that they are not disqualified fromcontinuing as Auditors of the Company. The Notes on financial statement referred to in theAuditors Report are self-explanatory and do not call for any further comments. TheAuditors Report does not contain any qualification reservation adverse remark ordisclaimer.
The Company had appointed PDU & Co. Companies Secretaries (COP No. 19984)havingits office at B-11 9/54 Lower Ground Floor Namdhari Chamber D.B. Gupta Road KarolBagh New Delhi-110005 to conduct its Secretarial Audit for the Financial Year 2020-2021.The Secretarial Audit report for the financial year ended March 31 2021 is annexedherewith as Annexure - 1 to this report. The Secretarial Audit Report does not contain anyqualification reservation adverse remark or disclaimer.
19. REMUNERATION POLICY
Your Company is driven by the need to foster a culture of leadership with mutual trust.Starlits 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 completeremuneration policy on the Companys website (www.starlitpower.com). Disclosure ofdetails of payment of remuneration to Managerial Personnel under Schedule V Part IISection II (A) forms part of this Corporate Governance Report.
20. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integrated part of Group Risk Management frameworkand processes that address financial as well as financial reporting risks. The keyinternal financial controls have been documented automated wherever possible and embeddedin the respective business processes. Assurance on the effectiveness of internal financialcontrols is obtained through is obtained through 3 Lines of Defense which include: a.Management reviews and self-assessment; b. Continuous controls monitoring by functionalexperts; and c. Independent design and operational testing by the Group Internal Auditfunction.
21. RISK MANAGEMENT POLICY
The Company has a structured Group Risk Management Framework designed to identifyassess and mitigate risks appropriately. The Risk Management Committee has been entrustedwith the responsibility to assist the Board in: a. overseeing and approving theCompanys enterprise wide risk management framework; and b. ensuring that allmaterial Strategic and Commercial including Cyber security Safety and OperationsCompliance Control and Financial risks have been identified and assessed and adequaterisk mitigations are in place to address these risks.
Further details on the Risk Management activities including the implementation of riskmanagement policy key risks identified and their mitigations are covered in ManagementDiscussion and Analysis section which forms part of the Annual Report.
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).
24. MEETINGS OF THE BOARD
Seven Meetings of the Board of Directors were held during the year. The particulars ofthe meetings held and attended by each Director are detailed in the Corporate GovernanceReport. The maximum interval between any two meetings did not exceed 120 days asprescribed by the Companies Act 2013.
25. Audit Committee
The Audit Committee comprises of Shri Sanjay Arora (Chairman) Shri Nikhil Kanwar ShriHari Prasad Paudel. During the year all the recommendations made by the Audit Committeewere accepted by the Board.
26. Stakeholders Relationship Committee
The Stakeholders Relationship Committee comprises of Shri Nikhil Kanwar(Chairman) Shri Sanjay Arora Smt. Sanjeeta Jaryal. Details of composition of othercommittees are given in the Corporate Governance Section of the Annual Report.
27. Vigil Mechanism
The Company believes in the conduct of the affairs of its constituents in a fair andtransparent manner by adopting the highest standards of professionalism honestyintegrity and ethical behavior. In line with the Starlit Code of Conduct(SCOC) any actual or potential violation howsoever insignificant orperceived as such would be a matter of serious concern for the Company. The role of theemployees in pointing out such violations of the SCOC cannot be undermined. Pursuant toSection 177(9) of the Act a vigil mechanism was established for directors and employeesto report to the management instances of unethical behavior actual or suspected fraud orviolation of the Companys code of conduct or ethics policy. The vigil mechanismprovides a mechanism for employees of the Company to approach the Chairperson of the AuditCommittee of the Company for redressal. No person has been denied access to theChairperson of the Audit Committee. The policy of vigil mechanism is available on theCompanys website at URL: http://www.starlitpower.com.
28. Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance andadheres to the Corporate Governance requirements set out by the Securities and ExchangeBoard of India (SEBI). The Company has also implemented several bestgovernance practices. The report on Corporate Governance as stipulated under the ListingRegulations forms part of the Annual Report. Certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance is attached to thereport on Corporate Governance.
29. Particulars of Loans given Investments made Guarantees given and Securitiesprovided
Particulars of loans given investments made guarantees given and securities providedalong with the purpose for which the loan or guarantee or security provided is proposed tobe utilized by the recipient are provided in the Standalone Financial Statement (ReferNote 4912 to the Standalone Financial Statement).
30. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo
The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Act are provided inAnnexure 2 to this Report.
31. Change in Nature of Business if any
There was no change in the nature of business during the year under review.
32. Investor Education and Protection Fund (IEPF)
Details of unclaimed Dividend and Shares transferred to IEPF during 2020-2021 are givenin Corporate Governance Report.
33. Extract of Annual Return
Pursuant to Section 92(3) of the Act and Rule 12 of the Companies (Management andAdministration) Rules 2014 the Annual Return for FY 2020-21 is available onCompanys website at https://www.starlitpower.com/investor.php.
34. Particulars of Employees and related disclosures
Pursuant to Section 197(12) of the Companies Act 2013 read with Rule 5(2)and 5(3) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it isnecessary to disclose the ratio of remuneration of each director to the medianemployees remuneration.
1. The ratio of the remuneration of each director to the median remuneration ofthe employees of the company for the financial year;
|S. No. Name ||Designation ||Ratio |
|1 Shri Hari Prasad Paudel ||Executive Director ||0 |
|2 Shri Yogesh Kumar Gupta ||Executive Director ||6.52 |
|3 Shri Divya Garg ||Executive Director ||4.26 |
2. The percentage increase in remuneration of each director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager if any in the financialyear;
|S. No. Name of the KMP ||Designation ||% increase in Remuneration |
|1 Shri Yogesh Kumar Gupta ||Chairman and Managing Director ||NA |
|2 Shri Divya Garg ||Executive Director CFO ||NA |
|3 L avan Raheja ||Company Secretary & Compliance Officer ||15% |
3. The percentage increase in the median remuneration of employees in thefinancial year is 0%.
4. The numbers of permanent employees on the rolls of company were 43 as on 31stMarch 2021.
5. Affirmation that the remuneration is as per the Remuneration Policy of theCompany: It is hereby affirmed that the remuneration paid during FY 2021 is as per theremuneration policy of the company.
6. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointmentand Remuneration of Managerial Personnel) Rules 2014 pertaining to the top ten employeesin terms of remuneration drawn and their other particulars also form part of this report.
Your Directors state that no disclosure or reporting is required in respect of thefollowing matters as there were no transactions on these matters during the year underreview: Details relating to deposits covered under Chapter V of the Act. Issue of equityshares with differential rights as to dividend Issue of shares (including sweat equityshares) to employees of the Company under any scheme save and except Employees StockOption Schemes referred to in this Report. No significant or material orders were passedby the Regulators or Courts or Tribunals which impact the going concern status andCompanys operations in future No fraud has been reported by the Auditors to theAudit Committee or the Board. There is no proceeding pending under the Insolvency andBankruptcy Code 2016. There was no instance of onetime settlement with any Bank orFinancial Institution.
The Board of Directors wish to place on record its deep sense of appreciation for thecommitted services by all the employees of the Company. The Board of Directors would alsolike to express their sincere appreciation for the assistance and co-operation receivedfrom the financial institutions banks government and regulatory authorities stockexchanges customers vendors members debenture holders and debenture trustee during theyear under review.
For and on Behalf of the Board of Directors
Shri Yogesh Kumar Gupta Chairman and Managing Director
Delhi July 31 2021