Your Directors are pleased to present their 11th Annual Report together with the 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 summarised below:
|Rs. lacs||Rs. lacs||Rs.lacs||Rs. lacs|
|Profit Before Interest Depreciation & Tax||(182.60)||(174.48)||(182.59)||(164.53)|
|Profit Before Tax||(511.67)||(455.76)||(511.61)||(445.72)|
|Less: Provision for 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
On a Consolidated basis the Operating Revenue was at Rs. 1281.32 Lacs in FY19 compared to Rs 729.34 Lacs in FY18. The increase was mainly due to recovery of battery purchase cost related to regulated businesses capacity addition in renewable business and good operational performance by the businesses. The operating Loss for the year under review recorded an 33.70% reduction over FY19.
On a Standalone basis the Operating Revenue stood at Rs 1281.32 Lacs in FY19 compared to Rs 722.91 Lacs in FY18. The increase was mainly due to recovery of battery purchase cost related to regulated businesses capacity addition in renewable business and good operational performance by the businesses. The operating Loss for the year under review recorded an 33.70% reduction over FY19.
The Board of Directors of your Company has decided to Retain and Plough Back into the Business of the Company thus no dividend is being recommended for this year.
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 subscribed and paid-up equity share capital. On March 31 2019 it stood at 10.06 Cr divided into 10064866 equity shares of 10/- each.
6. Material changes affecting the Company
There were no other material changes / commitments affecting the financial position of the Company or that may require disclosure between March 31 2019 and the date of Board's Report.
7. Management Discussion and Analysis Report
The Management Discussion and Analysis Report for the year under review as required under Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) 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 2013 and Accounting Standards issued by the Institute of Chartered Accountants of India Consolidated Financial Statements presented by the Company include the Financial Statements of its Subsidiaries. Consolidated Financial Statements form part of this Annual Report. Statement containing the salient feature of the financial statement of the Company'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 shall place separate audited accounts of the Subsidiary Companies on its website at http://www.starlitpower.com.
9. Research and Development (R&D)
The Company takes pride in its continuous research and development which focus on providing innovative solutions as opposed to simply producing Power Battery. With these consistent efforts in research and development activities Starlit is trying to accelerate growth and drive new product development globally.
10. Secretarial Standards
During the year 2019 the Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
11. Directors Responsibility Statement
The Board acknowledges the responsibility for ensuring compliance with the provisions of clause (c) of sub section (3) of Section 134 of the Companies Act 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015 and state that:
a) in the preparation of the annual accounts for the year ended 31st March 2019 the applicable accounting standards had been followed along with the proper explanation relating to material departures;
b) Accounting policies selected were applied consistently. Reasonable and prudent judgments and estimates are made so as to give a true and fair view of the state of affairs of the Company as of 31st March 2019 and of the profits/loss of the Company for the year ended on that date
c) Proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act 2013 for safeguarding the assets 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 Controls were adequate and were operating effectively.
f) Systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.
12. Corporate Governance
Starlit is committed to maintaining best standards of Corporate Governance and has always tried to build the maximum trust with shareholders employees customers suppliers and other stakeholders. The Company has also implemented several best governance practices. The report on Corporate Governance as stipulated under the Listing Regulations forms an integral part of this Report. The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance is attached to the 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 rotation and 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 of the HR Nomination & Remuneration Committee and subject to the approval of Members of the Company reappointed Shri. Kamaljeet Singh Jaswal for a further period of five years w.e.f. September 25 2019 till 24 September 2024.
Shri. Sanjay Arora Independent Director of the Company was appointed for a tenure of five years with effect from 13th January 2015 till 12th January 2020. The Board of Directors in its meeting held on August 13 2019 on the recommendation of the HR Nomination & Remuneration Committee and subject to the approval of Members of the Company reappointed him for second term commencing from 13th January 2020.
During the year Shri. Rajesh Browne appointed as whole time Director of the company as on November 28th 2018 After The closing of Financial year 2018-19 and before AGM Shri. Rajesh Browne has resigned w.e.f. June 30th 2019. Shri. Yogesh Kumar Gupta was appointed as an Additional Managing Director of the company. Now the Board recommends appointment of Shri. Yogesh Kumar Gupta (DIN: 00315397) as Chairman Cum Managing 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 Company and also as Independent Director not being liable to retire by rotation for a term of 5 years i.e. from 28th November 2018 upto 27th November 2023 subject to approval of the Members in ensuing AGM. Shri. Lavan Raheja M. No. 55438 was appointed as a Company Secretary cum Compliance officer of the company w.e.f. 10th October 2018
b. Status of Other Directors
Smt. Sangeeta Jaryal is acting as Independent Women Director of the Company. Her present tenure of five years is from 19rd December 2017 to 18th December 2022.
c. Independent Directors Declaration
The Company has received necessary declaration from each Independent Director under section 149(7) of the Companies Act 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act 2013 and Regulation 16 of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
14. Familiarization Programme for the Independent Directors
The Company follows a well-structured induction programme for orientation and training of Directors at the time of their joining so as to provide them with an opportunity to familiarise themselves with the Company its management its operations and the industry in which the Company operates. At the time of appointing a Director a formal letter of appointment is given to him/her which inter alia explains the role function duties and responsibilities expected of him/her as a Director of the Company. The Director is also explained in detail the Compliance required from him under the Companies Act 2013 the Listing Regulations and other relevant regulations and affirmation taken with respect to the same. The induction programme includes:
1) For each Director a one to one discussion with the Chairman and Managing Director to familiarise the former with the Company's operations
2) An opportunity to interact with the CFO & Company Secretary business heads and other senior officials of the Company who also make presentations to the Board members on a periodical basis briefing them on the operations of the Company strategy risks new initiatives etc. The details of the familiarisation programme may be accessed on the Company'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 and SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 the Board has adopted a formal mechanism for evaluating the performance of its Board Committees and individual Directors including the chairman of the Board. Further a structured performance evaluation exercise was carried out based on criteria such as:
Board/Committees composition; Structure and responsibilities thereof; Ethics and Compliance 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 of fulfillment of key responsibilities etc.
The performance of Board Committees thereof Chairman Executive and Non-Executive Directors and individual Directors is evaluated by the Board/ Separate meeting of Independent Directors. The results of such evaluation are presented to the Board of Directors.
16. Promotion of Women's Well Being at Work Place
Starlit has zero tolerance for sexual harassment at workplace and has adopted a Policy on prevention prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the said act. There have been no complaints 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 and arrangements with related parties under Section 188(1) of the Act entered into by the Company during the Financial Year were in the ordinary course of business and on an arm's length basis. The details of the related party transactions as required under Accounting Standard are set out in Note 2 to the standalone financial statements forming part of this Annual Report.
No Material Related Party Transactions i.e. transactions amounting to ten percent or more of the annual consolidated turnover as per the last audited financial statements were entered during the year by your Company. Accordingly the disclosure of Related Party Transactions to be provided under section 134(3)(h) of the Companies Act 2013 in Form AOC 2 is not applicable. As per the Listing Regulations all related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval are presented to the Audit Committee by way of a statement giving details of all related party transactions. The Company has developed a Related Party Transactions Policy for the purpose of identification and monitoring of such transactions and can be accessed on the Company'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 New Delhi were appointed as Statutory Auditors of the Company in the 9th AGM (held on 28th September 2017) to hold office for a period of 5 years until the conclusion of the 14th Annual General Meeting subject to ratification at every Annual General Meeting. However in accordance with the Companies Amendment Act 2017 enforced on 7th May 2018 by the Ministry of Corporate Affairs the appointment of 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. They will continue as Statutory Auditors for next financial year There are no observations (including any qualification reservation adverse remark or disclaimer) of the Auditors in their Audit Report that may call for any explanation from the Directors. Further the notes to accounts referred to in the Auditor`s Report are self-explanatory. During the year the Auditor had not reported any matter under Section 143 (12) of the Act therefore no detail is required to be disclosed under Section 134(3)(ca) of the Act.
The Company had appointed Shri Vikram Talwar Practising Company Secretary to conduct its Secretarial Audit for the Financial Year 2019. The Secretarial Audit report is annexed herewith as Annexure - B to this report. There are no qualifications reservations or adverse remarks made by Secretarial Auditor in his report. During the year the Auditor had not reported any matter under Section 143 (12) of the Act therefore no detail is required 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 to attract motivate retain manpower and improve productivity by creating a congenial work environment encouraging initiative personal growth and teamwork besides offering appropriate remuneration package. Pursuant to the applicable provisions of the Companies Act 2013 and the Listing Regulations the Board in consultation with its Nomination & Remuneration Committee has formulated a framework containing inter-alia the criteria for performance evaluation of the entire Board of the Company its Committees and Individual 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 Managerial Personnel under Schedule V Part II Section II (A) forms part of this Corporate Governance Report.
20. INTERNAL FINANCIAL CONTROLS
Internal Financial Controls are an integrated part of the risk management process addressing financial and financial reporting risks. The internal financial controls have been documented digitised and embedded in the business processes. Assurance on the effectiveness of internal financial controls is obtained through management reviews control self-assessment continuous monitoring by functional experts as well as testing of the internal financial control systems by the internal auditors during the course of their audits. We believe that these systems provide reasonable assurance that our internal financial 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 risk threatening the Company's existence are very nominal.
22. CORPORATE SOCIAL RESPONSIBILITY
The Company has not developed and implemented any Corporate Social Responsibility initiatives 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
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. The intervening gap between the meetings was within the period prescribed under the Companies Act 2013. Details of the composition of the Board and its Committees and of the Meetings held attendance of the Directors at such Meetings and other relevant details are provided in the Corporate Governance Report. There have been no instances of non-acceptance of any recommendations of the Audit Committee by the Board during the Financial Year under review.
25. Vigil Mechanism
The Company has adopted a Whistle Blower Policy establishing vigil mechanism to provide a formal mechanism for the Directors and employees to report their concerns about unethical behaviour actual or suspected fraud or violation of the Company's Code of Conduct or ethics policy without fear of reprisal. The policy is accessible on the Company's website at: http://www.starlitpower.com.
26. Particulars of Loans given Investments made Guarantees given and Securities provided
The Company have duly complied with the provision of Section 186 of the Companies Act 2013 during the year under review. The details of loans guarantees and investments are covered in the notes to the Financial Statements.
27. Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
The details of energy conservation technology absorption and foreign exchange earnings and outgo as required under Section 134(3) of the Companies Act 2013 read with the Rule 8 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 given in Corporate Governance Report.
30. Extract of Annual Return
Extract of Annual Return (MGT-9) of the Company is annexed herewith marked as Annexure D 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 it is necessary 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 the employees of the company for the financial year;
|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 Officer Chief 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 financial year is 10%.
4. The numbers of permanent employees on the rolls of company were 57 as on 31st March 2019.
5. Affirmation that the remuneration is as per the Remuneration Policy of the Company: It is hereby affirmed that the remuneration paid during FY 2019 is as per the remuneration policy of the company.
6. Information pursuant to Rule 5(2) & 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 pertaining to the top ten employees in 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 the following matters as there were no transactions on these items during the year under review:
Deposits : The Company has not accepted deposit from the public within the ambit 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: No significant and material orders have been passed by the Regulators or Courts or Tribunals impacting the going concern status of the Company and its operations in the future.
Your Directors place on record their sincere thanks to Bankers business associates consultants and various Government Authorities for their continued support extended to your Company's activities during the year under review. The Board also places on record their appreciation of the devoted services of the employees. Your Directors also acknowledges gratefully the shareholders for their support and confidence reposed on your Company.
|For and on Behalf of the Board of Directors|
|Shri Yogesh Kumar Gupta|
|Chairman and Managing Director|
|Delhi August 13 2019|
THE INFORMATION ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO STIPULATED UNDER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READ WITH RULE 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 of energy is given a very high priority in our plant and offices. The energy cost saving measures 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 Load losses
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 mass gassifier 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 using agriculture wastes/residues.
ii) Converted lead smelting from highly polluting furnace oil to cleaner fuel recycled from waste tyres.
iii) Preparatory work completed to install and commissioning 50 KW ROOF TOP SOLAR POWER Plant
(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 of lead acid batteries based on international practices adopted for use of new materials like carbon nano tubes (CNT) graffine carbon induced materials etc to give not only improved life of the batteries but also reduction in lead quantity:
(ii) The benefits derived are like product improvement cost reduction product development import substitution and Growth in business
(iii) In case of imported technology (Imported during the last 3 years reckoned from the 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.