Your Directors have pleasure in presenting the Thirty Sixth (36th) AnnualReports together with the audited statement of accounts for the financial year ended on31st March 2020.
The performance of the Company for the financial year ended on 31st March2020 on standalone basis is summarized below:
( Rs in Lakhs)
| || |
|Particulars ||2019-20 ||2018-19 |
|Gross Receipts ||2817.06 ||2943.18 |
|Gross Profit before Interest and Depreciation ||1325.90 ||917.15 |
|Less : Finance Cost ||2392.53 ||2293.62 |
|Less : Depreciation ||1375.70 ||1426.12 |
|Loss Before Tax ||(2442.33) ||(2802.59) |
|Add/(Less): Tax Expense ||(7646.42) ||0.00 |
|Exceptional Item ||0.00 ||0.00 |
|Loss After Tax ||(10088.75) ||(2802.59) |
|Add : Opening Balance in Profit & Loss Account ||(7114.55) ||(4311.96) |
|Closing Balance of Profit & Loss Account ||(17203.30) ||(7114.55) |
Brief Profile of The Company
Starlog Enterprises Limited with its humble beginning as a crane rental Company in1983 has rapidly expanded to become one of India's foremost infrastructure solutionproviders.
Each of our businesses has been achieving new milestones in efficiency productivityand profitability. In the crane rental business Starlog owns and operating cranes up to600 MT capacity. There are plans to further enhance the range and limits of our capacityto meet India's growing needs for energy infrastructure and natural resources.
Starlog on its own and in collaboration with global Port and Logistic providers hasparticipated in several infrastructure projects all over the country.
Operating Results and Business
During the year under review your Company recorded Gross Receipts of Rs 2817.06 lakhsvis-a-vis Rs 2943.18 Lakhs in the previous year. Your Company has recorded net loss of Rs10088.75 Lakhs vis-a-vis a net loss of Rs 2802.59 Lakhs in the previous financial year.
Your Directors have not recommended any dividend on Equity Shares for the year underreview.
Covid-19 Impact on Business Outlook
On March 11 2020 as COVID-19 spread rapidly both in terms of number of cases and theaffected countries the World Health Organization ("WHO") characterized COVID-19as a pandemic.
As a response of COVID-19 globally and in India the company had on June 15 2020 madea disclosure in terms of Regulation 30 of SEBI (Listing & Obligation Requirement)regulations 2015. The initial assessment of the pandemic on the operations of the Companyas disclosed to the exchange has been given in brief:
"The nationwide lockdown announced since March 25 2020 resulted in completedisruption of operations with 100% of our cranes being left idle/ de-hired by clients andresulting in "NIL" revenues. Nonavailability of migrant laborers restriction oninterstate travel and prevention of entry to our staff at clients place has led tomajority of our cranes remaining idle. While the company is striving to maintain theassets in good condition non-working of assets is causing deterioration in value. Thecompany envisages that in FY 20-21 the demand for its services will be nose-dive. Thissituation is dynamic and will change as developments take place which is not in thecontrol of the company."
Particulars of Loans Guarantees or Investments
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
Significant and Material Orders passed by the Regulators or Courts
During the year under review no significant and material orders were passed by anyregulatory authority or courts.
Extract of Annual Return
Pursuant to Section 134(3) (a) and Section 92(3) of Companies Act 2013 read with Rule12(1) of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return in form MGT- 9 is annexed herewith as "Annexure A" to this Report.Additionally the Company has also placed a copy of annual return of the financial year2018-19 on its website at https:// www.starlog.in/financials/annual- reports/.
Board Meetings and Attendance
The Board meetings are normally scheduled and held on a quarterly basis. The Board metNineteen (19) times during the financial year 2019-20 on following dates:
|Serial No. of meeting ||Date of meeting |
|1 ||01-04-2019 |
|2 ||05-05-2019 |
|3 ||13-05-2019 |
|4 ||30-05-2019 |
|5 ||01-06-2019 |
|6 ||05-08-2019 |
|7 ||13-08-2019 |
|8 ||14-08-2019 |
|9 ||31-08-2019 |
|10 ||11-10-2019 |
|11 ||11-10-2019 |
|12 ||31-10-2019 |
|13 ||12-11-2019 |
|14 ||22-11-2019 |
|15 ||30-12-2019 |
|16 ||10-01-2020 |
|17 ||13-01-2020 |
|18 ||20-01-2020 |
|19 ||10-02-2020 |
The necessary quorum was present for all the meetings. The maximum interval between anytwo meetings did not exceed 120 days.
Other Additional details of the Directors their meetings attendance etc. have beengiven in the Corporate Governance Report (Annexure -D) which forms a part of this AnnualReport.
Details of Directors / Key Managerial Personnel Appointed or Resigned During the Year
In terms of Articles of Association of the Company Mrs. Kumkum Agarwal Director ofthe Company retires by rotation at the ensuing AGM and being eligible offers herself forre-appointment at the ensuing AGM.
The brief resume of Mrs. Kumkum Agarwal Director who is to be re-appointed at theensuing AGM nature of her expertise in specific functional areas names of Companies inwhich she holds directorship etc. are furnished in the notes to the Notice forming partof the Annual Report. The Board recommends her reappointment.
The current term of Mr. Saket Agarwal as the Managing Director of the Company expiredon 12th September 2020. Considering his knowledge of various aspects relatingto the Company's affairs and long business experience the Board of Directors is of theopinion that for smooth and efficient running of the business the services of Mr. SaketAgarwal should be available to the Company for a further period of 3 (Three) years witheffect from 13th September 2020.
The brief resume of Mr. Saket Agarwal who is to be re-appointed at the ensuing AGM asManaging Director nature of his expertise in specific functional areas names ofCompanies in which he holds directorship etc. are furnished in the notes to the Noticeforming part of the Annual Report. Therefore the Board recommends his reappointment.
Further during the year:
Mr. Ravishankar Gopalan resigned from the directorship of the Company w.e.f14.05.2019.
Mr. Vivek Harinarain and Mr. A.S. Seshadri were appointed as an additionalindependent director of the Company w.e.f. 29.05.2019 and 13.05.2019 respectively. Theywere further appointed as regular independent directors of the company on last AnnualGeneral Meeting held on 14.12.2019.
Further events post FY 2019-2020 till the AGM 2020:
Mr. Vivek Harinarain resigned from the directorship of the Company w.e.f12.10.2020.
Mr. Subramanian Natarajan were appointed as an additional independent directorof the Company w.e.f. 12.01.2021. They were further appointed as regular independentdirectors of the company in the ensuing Annual General Meeting held on 20.02.2021
During the year under review Independent Directors have met once on 13.11.2019.
ANNUAL REPORT 2020
STARLOG ENTERPRISES LIMITED
The Nomination and Remuneration Committee and the Board of Directors have carried outthe annual performance evaluation of all the Directors including Independent DirectorsNon-executive nonIndependent Directors and Managing Director and the Board as a whole.
The Companies Act 2013 requires meeting of Independent Director once in a year withoutpresence of the executive Directors Non-Executive Directors Management or Promoter ofthe Company.
During the year under review Ms. Sarita Khamwani resigned from the post of CompanySecretary and Ms. Shilpa Agarwal was appointed as Company Secretary w.e.f 12.11.2019. Ms.Shilpa Agarwal resigned from the post of Company Secretary and Mr. Nachiket Sohani wasappointed as Company Secretary w.e.f 04.08.2020. Mr. Nachiket Sohani resigned from thepost of Company Secretary and Ms. Nikita Ahuja was appointed as Company Secretary w.e.f21.11.2020. Ms. Nikita Ahuja resigned from the post of Company Secretary and Mrs. PranaliA Sulakhe was appointed as Company Secretary w.e.f 04.01.2021.
Declaration given by Independent Directors under Section 149(6) of the Companies Act2013
All Independent Directors of the Company have given their respective declaration asrequired under Section 149(7) of the Companies Act 2013 to the effect that they meet thecriteria of independence as provided in Section 149(6) of the Companies Act 2013.
Pursuant to the provisions of Companies Act 2013 and SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 the Board has carried out a formal review forevaluation of its own performance and the directors individually. The performance of theBoard was evaluated on the basis of criteria such as the Board composition and structureeffectiveness on processes participation in assessment of annual operating plan risksetc. The individual directors are evaluated on factors like leadership quality attitudeinitiatives and responsibility undertaken decision making commitment and achievementsduring the financial year.
In a separate meeting of Independent Directors performance of Non-IndependentDirectors performance of the Board as a whole and performance of Chairman was evaluated.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The said Nomination & Remuneration Policy is provided under theCorporate Governance Report.
Directors' Responsibility Statements:
Pursuant to the requirements under Section 134(3) (c) of Companies Act 2013 withrespect to Directors' Responsibility Statement it is hereby confirmed that:
i) in the preparation of the Annual Accounts for the year ended March 31 2020 theapplicable accounting standards have been followed and there is no material departure fromthe same;
ii) the Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2020 and of the loss ofthe Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
iv) the Directors have prepared the accounts for the year ended on March 31 2020 on agoing concern basis;
v) the internal financial controls were in place and that the financial controls wereadequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
Reporting Of Frauds
Pursuant to the provisions of Section 134(3) (ca) of Companies Act 2013 it is herebyconfirmed that during the year 2019-20 there have been no frauds reported by the auditors.
M/s. B.M. Chaturvedi & Co Chartered Accountants the Statutory Auditors of theCompany (Firm Registration No 114317W) resigned as Statutory Auditors of the company witheffect from 23rd September 2020. The company hereby filled the casual vacancycaused by such resignation by appointing M/s. B D G & Associates (Firm RegistrationNo. 119739W) as statutory auditors of the company with effect from 16th October2020.
Consequent to the casual vacancy caused by resignation of M/ s BDG & Associates(ICAI Firm Registration NO. 119739W) Chartered Accountants the existing auditors of theCompany M/s. Gupta Rustagi & Co (ICAI Firm Registration NO. 128701W) CharteredAccountants be and are hereby appointed as Auditors of the Company to fill the casualvacancy effective from 23rd December 2020 and they shall hold the office until theconclusion of the next Annual general Meeting and they be remunerated by way of such feeas the Directors may determine."
Further your company has decided further to appoint M/s. Gupta Rustagi & Co (ICAIFirm Registration NO. 128701W) as statutory auditors for a period of Five (5) years fromconclusion of this Annual general Meeting. The audit fees payable to the statutoryauditors is decided mutually by the Statutory Auditors and the Board of Directors asauthorized by the Members of the Company.
Therefore M/ s. Gupta Rustagi & Co (ICAI Firm Registration NO. 128701W) continuesto hold the office as statutory auditors of the company for the year 2020-2021.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/ s Ritul Parmar Company Secretaries in Practice to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit Report is annexed herewith as"Annexure B".
Related Party Transactions
In terms of the SEBI (LODR) Regulations 2015 the Board of Directors of your Companyhas approved Related Party Transactions Policy on dealing with Related Party Transactions.The policy may be accessed at the web-link http://www.starlog.in/html/Corporate.html
All related party transactions are presented to the Audit Committee for approval. Astatement of all related party transactions is presented before the Audit Committee onquarterly basis specifying the nature value and terms and conditions of transactions.Since all related party transactions entered into by the Company were in ordinary courseof business and were on an arms length's basis Form AOC-2 is not applicable to Company.Further Related Party Transactions / disclosures are detailed in note no. 35 of the notesto financial statements.
Business Risk Management
Pursuant to the requirement of Section 134(3) (n) of the Companies Act 2013 a riskmanagement policy has been framed by the Company indicating the identification of riskrelated to the business of the Company which may threaten its existence. This policydefines the risk management approach across the organization at various levels includingdocumentation and reporting.
Vigil Mechanism/Whistle Blower Policy
The Company has framed a Vigil Mechanism Policy to deal with instance of fraud andmismanagement if any. The details of the policy is explained in the Corporate GovernanceReport and also posted on the website of the Company. The Vigil Mechanism enables theDirectors employees and all stakeholders of the Company to report genuine concerns andprovides for adequate safeguards against victimization of person who use Vigil Mechanismand also makes provision for direct access to the Chairman of the Audit Committee.
Committees Of The Board
The Details regarding Committees of the Board are mentioned in Corporate GovernanceReport.
Familiarization Programme of Independent Directors
Your Company has framed various programmes to familiarize the Independent Directorswith the Company their roles rights responsibilities in the Company nature of industryin which the Company operates business model of the Company etc. Your Company aims toprovide its Independent Directors insight into the Company to enable them to contributeeffectively. The Company schedules regular meetings for Independent Directors. Duringthese meetings comprehensive presentations are made on the various aspects such asbusiness models new business strategies and initiatives by business leaders riskminimization procedures recent trends in technology changes in domestic/overseasindustry scenario digital transformation and other regulatory regime affecting theCompany. These meetings also facilitate Independent Directors to provide their inputs andsuggestions on various strategic and operational matters directly to the business. Thedetails of the familiarization programme are also available on the website of the Companyat http://www.starlog.in/html/Corporate.html
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements are based on the FinancialStatements received from subsidiaries as approved by their respective Board of Directorsand have been prepared in accordance with Indian Accounting Standards (Ind AS) which havebeen notified by the Ministry of Corporate Affairs on February 16 2015 and form part ofthis Annual Report.
In accordance with Schedule V of SEBI (Listing Obligation and Disclosure Requirements)Regulations 2015 and the provisions of the Companies Act 2013 a separate Section onCorporate Governance Report together with a certificate from the Company's Auditorsconfirming compliance and Management Discussion Analysis Report are forming part of thisAnnual Report.
Material Changes and Commitments
There have been no material changes and commitment affecting the financial position ofthe Company during the financial year 2019-2020.
Report on the Performance and Financial Position of each of the SubsidiariesAssociates and Joint Venture Companies in terms of Rule 8(1) of Companies (Accounts)Rules 2014
In accordance with the provisions of Companies Act 2013 ("the Act") SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 ("ListingRegulations") and Accounting Standard (AS)-21 on Consolidated Financial Statementthe Audited Consolidated Financial Statement forms part of the Annual Report. Thestatement containing the salient features which is required to be given in Form AOC -1 areprovided under notes to the Consolidated Financial Statement of the Company. Hence notrepeated for the sake of brevity. As on 31st March 2020 the Company had thefollowing Subsidiaries / Joint ventures / Associate Company:
The Company has the following subsidiaries:
1. Starlift Services Private Limited
2. Kandla Container Terminal Private Limited
3. Starport Logistics Limited
4. ABG Projects & Services Limited (U.K.)
5. West Quay Multiport Private Limited
6. India Ports & Logistics Private Limited (through Starport Logistics Limited)
7. ABG Turnkey Private Limited (through Starport Logistics Limited)
8. Dakshin Bharat Gateway Terminal Private Limited (through of India Ports &Logistics Private Limited
The following are Associates and Jointly controlled venture of the Company:
1. South West Port Limited
2. ALBA Asia Private Limited*
3. Haldia Bulk Terminals Private Limited*
4. ALBA Marine Private Limited*
5. Tuticorin Coal Terminal Private Limited*
6. Vizag Agriport Private Limited*
*These entities are Joint ventures between Starport Logistics Limited subsidiary ofthe company and M/s Louis Dreyfus Armateurs SAS ("LDA"). Further details to thesame are given in note no. 35 to the financial statements.
Particulars of Loans Guarantees Or Investments By The Company
The Company has given loans covered under the provisions of Section 186 of theCompanies Act 2013. The details of the loans or investments made by Company are given inthe Notes to the financial statements.
Your Company has not accepted any Fixed Deposits within the meaning of Sections 73 ofthe Companies Act 2013 from the public during the financial year ended on 31stMarch 2020.
Explanation and Comments on Emphasis made by Auditors
The observations made in the Auditors' Report are self-explanatory and therefore do notcall for any further comments.
Disclosure about Cost Audit
Cost Audit is not Applicable to the Company.
Ratios of Remuneration to Each Director
The disclosure pertaining to remuneration and other details as required to be furnishedpursuant to Section 197 (12) read with Rule 5(1) of Companies (Appointment &Remuneration of Managerial Personnel) Rules 2014 are as follows:
a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year ended on 31st March 2020 is18.01:1
b. The percentage increase in remuneration of each director Chief Executive OfficerChief Financial Officer Company Secretary in the financial year -NIL
c. The percentage increase in the median remuneration of employees in the financialyear is NIL
d. The number of contractual & permanent employees on the rolls of Company : OneHundred and Thirty Eight (138)
e. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration: NIL as noincrease in remuneration was made to any managerial personnel during the year underreview.
f. Affirmation that the remuneration is as per the remuneration policy of the Company:The Board of Director affirms that remuneration is as per the Remuneration Policy of theCompany.
The statement containing particulars of top 10 employees and the employees drawingremuneration in excess of limits prescribed under Section 197 (12) of the Act read withRule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 are attached as "Annexure - E".
Listing With Stock Exchange
The Company confirms that it has paid the Annual Listing fees for the year 2020-2021 toBombay Stock Exchange where the Company's Shares are listed.
Issue of sweat equity shares/issue of shares with differential rights/issue of sharesunder employees stock option scheme.
The Company has not issued any sweat equity shares/ Issue of Shares with DifferentialRights/Issue of Shares under Employee's stock option scheme during the year under reviewi.e 2019-20.
Disclosure on purchase by company or giving of loan by it for purchase of its shares.
The Company has neither purchased nor given any loan to anyone for purchase of itsshares.
Buy Back Of Shares
The Company has not considered any proposal for buyback of shares during the year underreview.
Management Discussion and Analysis
As per the requirement of Regulation 34(2) and 53(f) read with Schedule V of the SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 the ManagementDiscussion and Analysis of the events which have taken place and the conditionsprevailed during the period under review are enclosed in "Annexure-C" - tothis Report.
Conservation Of Energy Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business activities being carried out by the Company theDirectors have nothing to report regarding conservation of energy and technologyabsorption required to be furnished pursuant to Section 134(3) (m) of the Companies Act2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014. The information relatedto Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming partof the Annual Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal)Act 2013.
The following is a summary of sexual harassment complaints received and disposed offduring the year 2019-20.
|No of complaints received ||: Nil |
|No of complaints disposed off ||: Nil |
Your Company has taken the initiative of going green and minimizing the impact on theenvironment. The Company has been circulating the copy of the Annual Report in electronicformat to all those
Members whose email addresses are available with the Company. Your Company wouldencourage other Members also to register themselves for receiving Annual Report inelectronic form.
Your Directors would like to express their sincere appreciation for the support andco-operation extended by bankers financial institutions regulatory bodies governmentauthorities shareholders and specifically the contribution made by the employees of theCompany in the operations of the Company during the year under review. Your Directors lookforward to their continued support.
For and on behalf of Board of Directors
Starlog Enterprises Limited