Your Directors have pleasure in presenting the Thirty Fifth AnnualReport together with the audited statement of accounts for the financial year ended on31st March 2019.
The performance of the Company for the financial year ended on 31stMarch 2019 on standalone basis is summarized below:
(Rs. in Lakhsi
|Particulars || |
| ||2018-19 ||2017-18 |
|Gross Receipts ||2943.18 ||2865.65 |
|Gross Profit before Interest and Depreciation ||917.15 ||(96.67) |
|Less : Finance Cost ||2293.62 ||2132.18 |
|Less : Depreciation ||1426.12 ||1665.87 |
|Loss Before Tax ||(2802.59) ||(3894.72) |
|Add/(Less): Reversal /(Provision) of Deferred Tax ||0.00 ||0.00 |
|Exceptional Item ||0.00 ||2694.69 |
|Loss After Tax ||(2802.59) ||(1200.03) |
|Add : Opening Balance in Profit & Loss Account ||(4311.96) ||(3111.93) |
|Closing Balance of Profit & Loss Account ||(7114.55) ||(4311.96) |
| || || |
BRIEF PROFILE OF THE COMPANY
Starlog Enterprises Limited with its humble beginning as a cranerental Company in 1983 has rapidly expanded to become one of India's foremostinfrastructure solution provider.
Each of our businesses have been achieving new milestones inefficiency productivity and profitability. In the crane rental business Starlog isowning and operating cranes up to 600 MT capacity. There are plans to further enhance therange and limits of our capacity to meet India's growing needs for energy infrastructureand natural resources.
Starlog on its own and in collaboration with global Port and Logisticproviders has participated in several infrastructure projects all over the country.
Operating Results and Business
During the year under review your Company recorded Gross Receipts ofRs. 2943.18 lakhs vis-a-vis Rs. 2865.65 Lakhs in the previous year. Your Company hasrecorded net loss of Rs. 2802.59 Lakhs vis-a-vis a net loss of Rs. 1200.03 Lakhs in theprevious financial year.
Your Directors have not recommended any dividend on Equity Shares forthe year under review.
Significant and Material Orders passed by the Regulators or Courts
During the year under review the ROC Mumbai Maharashtra had grantedan extension of 2 months and 15 days to the Company under section 96(1) of the CompaniesAct 2013 for holding the AGM for the financial year ended 31st March 2019.
Extract of Annual Return
Pursuant to Section 134(3)(a) and Section 92(3) of Companies Act 2013read with Rule 12(1) of the Companies (Management and Administration) Rules 2014 theextract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A"to this Board's Report.
BOARD MEETINGS AND ATTENDANCE
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 RESIGNEDDURING THE YEAR
In terms of Articles of Association of the Company Mrs. KumkumAgarwal Director of the Company retires by rotation at the ensuing AGM and beingeligible offers herself for re-appointment at the ensuing AGM.
The brief resume of Mrs. Kumkum Agarwal Director who is to bere-appointed at the ensuing AGM nature of her expertise in specific functional areasnames of Companies in which she holds directorship etc. are furnished in the notes tothe Notice forming part of the Annual Report. The Board recommends her reappointment.
Mr. Kamlesh Kumar Agarwal resigned from the post of directorship with effect from15.11.2018.
Mr. Ashutosh Chaturvedi was resigned from the directorship of the Company w.e.f15.02.2019.
Mr. Ravishankar Gopalan was resigned from the directorship of the Company w.e.f14.05.2019.
Mr. Vivek Harinarain and Mr. A.S. Seshadri were appointed as an additional independentdirector of the Company w.e.f. 29.05.2019 and 13.05.2019 respectively.
During the year under review Independent Directors have met once on14.02.2019
The Nomination and Remuneration Committee and the Board of Directorshave carried out the annual performance evaluation of all the Directors includingIndependent Directors Non-executive non-Independent Directors and Managing Director andthe Board as a whole.
The Companies Act2013 requires meeting of Independent Director once ina year without presence of the executive Directors Non-Executive Directors Management orPromoter of the Company.
During the year under review Ms. Aditi Shah resigned from the post ofCompany Secretary and Ms. Sarita Khamwani was appointed as Company Secretary w.e.f18.03.2019.
Declaration given by Independent Directors under Section 149(6) of theCompanies Act 2013
All Independent Directors of the Company have given their respectivedeclaration as required under Section 149(7) of the Companies Act 2013 to the effect thatthey meet the criteria of independence as provided in Section 149(6) of the Companies Act2013.
Pursuant to the provisions of Companies Act 2013 and SEBI (ListingObligation and Disclosure Requirements) Regulations 2015 the Board has carried out aformal review for evaluation of its own performance and the directors individually. Theperformance of the Board was evaluated on the basis of criteria such as the Boardcomposition and structure effectiveness on processes participation in assessment ofannual operating plan risks etc. The individual directors are evaluated on factors likeleadership quality attitude initiatives and responsibility undertaken decision makingcommitment and achievements during the financial year.
In a separate meeting of Independent Directors performance ofNon-Independent Directors performance of the Board as a whole and performance of Chairmanwas evaluated.
Nomination and Remuneration Policy
The Board has on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors SeniorManagement and their remuneration. The said Nomination & Remuneration Policy isprovided under the Corporate Governance Report.
During the financial year under review 10 meetings of the Board wereheld. The details of which are given in the Corporate Governance Report. The interveninggap between two Board meetings was not more than 120 days.
Directors' Responsibility Statements:
Pursuant to the requirements under Section 134(3)(c) of Companies Act2013 with respect to Directors' Responsibility Statement it is hereby confirmed that:
i) in the preparation of the Annual Accounts for the year ended March312019 the applicable accounting standards have been followed and there is no materialdeparture from the same;
ii) the Directors have selected such accounting policies and appliedthem consistently and made judgments and estimates that are reasonable and prudent so asto give a true and fair view of the state of affairs of the Company as at March 312019and of the loss of the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
iv) the Directors have prepared the accounts for the year ended onMarch 31 2019 on a going concern basis;
v) the internal financial controls were in place and that the financialcontrols were adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
REPORTING OF FRAUDS
Pursuant to the provisions of Section 134(3)(ca) of Companies Act2013 it is hereby confirmed that during the year 2018-19 there have been no fraudsreported by the auditors.
M/s. B.M. Chaturvedi & Co Chartered Accountants the StatutoryAuditors of the Company (Firm Registration No 114317W) hold office until the conclusionof the Thirty-Eight Annual General Meeting of the Company to be held in the year 2022. Theaudit fees payable to the statutory auditors is decided mutually by the Statutory Auditorsand the Board of Directors as authorized by the Members of the Company.
Therefore M/s. B.M. Chaturvedi & Co. Chartered Accountants (FirmRegistration No 114317W) continues to hold the office as statutory auditors of thecompany for the year 2019-2020.
Pursuant to the provisions of Section 204 of the Companies Act 2013and The Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theCompany has appointed M/s Ritul Parmar Company Secretaries in Practice to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit Report is annexedherewith as "Annexure B".
Related Party Transactions
In terms of the SEBI (LODR) Regulations 2015 the Board of Directorsof your Company has approved Related Party Transactions Policy on dealing with RelatedParty 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 forapproval. A statement of all related party transactions is presented before the AuditCommittee on quarterly basis specifying the nature value and terms and conditions oftransactions. Since all related party transactions entered into by the Company were inordinary course of business and were on an arms length's basis Form AOC-2 is notapplicable to Company. Further Related Party Transactions / disclosures are detailed innote no. 36 of the notes to financial statements.
Business Risk Management
Pursuant to the requirement of Section 134(3)(n) of the Companies Act2013 a risk management policy has been framed by the Company indicating theidentification of risk related to the business of the Company which may threaten itsexistence. This policy defines the risk management approach across the organization atvarious levels including documentation and reporting.
Vigil Mechanism/Whistle Blower Policy
The Company has framed a Vigil Mechanism Policy to deal with instanceof fraud and mismanagement if any. The details of the policy is explained in theCorporate Governance Report and also posted on the website of the Company. The VigilMechanism enables the Directors employees and all stakeholders of the Company to reportgenuine concerns and provides for adequate safeguards against victimization of person whouse Vigil Mechanism and also makes provision for direct access to the Chairman of theAudit Committee.
COMMITTEES OF THE BOARD
The Details regarding Committees of the Board are mentioned inCorporate Governance Report.
Familiarization Programme of Independent Directors
Your Company has framed various programmes to familiarize theIndependent Directors with the Company their roles rights responsibilities in theCompany nature of industry in which the Company operates business model of the Companyetc. Your Company aims to provide its Independent Directors insight into the Company toenable them to contribute effectively. The details of familiarization programme may beaccessed at the web-link http://www.starlog.in/html/Corporate.html
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements are based on theFinancial Statements received from subsidiaries as approved by their respective Board ofDirectors and have been prepared in accordance with Indian Accounting Standards (Ind AS)which have been notified by the Ministry of Corporate Affairs on February 16 2015 andform part of this Annual Report.
In accordance with Schedule V of SEBI (Listing Obligation andDisclosure Requirements) Regulations 2015 and the provisions of the Companies Act 2013a separate Section on Corporate Governance Report together with a certificate from theCompany's Auditors confirming compliance and Management Discussion Analysis Report areforming part of this Annual Report.
Material Changes and Commitments
There have been no material changes and commitment affecting thefinancial position of the Company during the financial year 2018-19.
Report on the Performance and Financial Position of each of theSubsidiaries Associates and Joint Venture Companies in terms of Rule 8(1) of Companies(Accounts) Rules 2014
In accordance with the provisions of Companies Act 2013 ("theAct") SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") and Accounting Standard (AS)-21 on ConsolidatedFinancial Statement the Audited Consolidated Financial Statement forms part of the AnnualReport. The statement containing the salient features which is required
to be given in Form AOC -1 are provided under note no (page noto ) to the Consolidated Financial Statement of the
Company. Hence not repeated for the sake of brevity. As on 31st March2019 the Company had the following 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 StarportLogistics Limited)
7. ABG Turnkey Private Limited (through Starport Logistics Limited)
8. Dakshin Bharat Gateway Terminal Private Limited (through of IndiaPorts & Logistics Private Limited The following are Associates of the Company:
1. ALBA Asia Private Limited
2. Haldia Bulk Terminals Private Limited
3. ALBA Marine Private Limited
4. Tuticorin Coal Terminal Private Limited
5. Vizag Agriport Private Limited
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS BY THE COMPANY
The Company has given loans covered under the provisions of Section 186of the Companies Act 2013. The details of the loans or investments made by Company aregiven in the Notes to the financial statements.
Your Company has not accepted any Fixed Deposits within the meaning ofSections 73 of the Companies Act 2013 from the public during the financial year ended on31st March 2019.
Explanation and Comments on Emphasis made by Auditors
The observations made in the Auditors' Report are self-explanatory andtherefore do not call for any further comments. DISCLOSURE ABOUT COST AUDIT Cost Audit isnot Applicable to the Company.
RATIOS OF REMUNERATION TO EACH DIRECTOR
The disclosure pertaining to remuneration and other details as requiredto be furnished pursuant 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 medianremuneration of the employees of the Company for the financial year ended on 31st March2019 is 17.09 .
b. The percentage increase in remuneration of each director ChiefExecutive Officer Chief Financial Officer Company Secretary in the financial year -NIL
c. The percentage increase in the median remuneration of employees inthe financial year is NIL
d. The number of permanent employees on the rolls of Company : OneHundred and Sixty Five (165)
e. Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration: NIL as no increase in remuneration was made to any managerialpersonnel during the year under review.
f. Affirmation that the remuneration is as per the remuneration policyof the Company: The Board of Director affirms that remuneration is as per the RemunerationPolicy of the Company.
The statement containing particulars of top 10 employees and theemployees drawing remuneration in excess of limits prescribed under Section 197 (12) ofthe Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 are attached as "Annexure - 5".
LISTING WITH STOCK EXCHANGE
The Company confirms that it has paid the Annual Listing fees for theyear 2019-2020 to Bombay Stock Exchange where the Company's Shares are listed.
ISSUE OF SWEAT EQUITY SHARES/ISSUE OF SHARES WITH DIFFERENTIALRIGHTS/ISSUE OF SHARES UNDER EMPLOYEES STOCK OPTION SCHEME.
The Company has not issued any sweat equity shares/ Issue of Shareswith Differential Rights/Issue of Shares under Employee's stock option scheme during theyear under review i.e 2018-19.
DISCLOSURE ON PURCHASE BY COMPANY OR GIVING OF LOAN BY IT FOR PURCHASEOF ITS SHARES.
The Company has neither purchased nor given any loan to anyone forpurchase of its shares.
BUY BACK OF SHARES
The Company has not considered any proposal for buyback of sharesduring the year under review.
MANAGEMENT DISCUSSION AND ANALYSES
As per the requirement of Regulation 34(2) and 53(f) read with ScheduleV of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 theManagement Discussion and Analysis of the events which have taken place and theconditions prevailed during the period under review are enclosed in ANNEXURE-C - to thisReport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO
Considering the nature of business activities being carried out by theCompany the Directors have nothing to report regarding conservation of energy andtechnology absorption required to be furnished pursuant to Section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of The Companies (Accounts) Rules 2014. Theinformation related to Foreign Exchange Earnings and Outgo is provided in the Notes toAccounts forming part of the Annual Report.
Disclosures under Sexual Harassment of Women at Workplace (PreventionProhibition & Redressal) Act 2013
The Company has in place an Anti Sexual Harassment Policy in line withthe requirements of the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.
The following is a summary of sexual harassment complaints received anddisposed off during the year 2018-19.
No of complaints received: Nil
No of complaints disposed off: Nil
Your Company has taken the initiative of going green and minimizing theimpact on the environment. The Company has been circulating the copy of the Annual Reportin electronic format to all those Members whose email addresses are available with theCompany. Your Company would encourage other Members also to register themselves forreceiving Annual Report in electronic form.
Your Directors would like to express their sincere appreciation for thesupport and co-operation extended by bankers financial institutions regulatory bodiesgovernment authorities shareholders and specifically the contribution made by theemployees of the Company in the operations of the Company during the year under review.Your Directors look forward to their continued support.
For and on behalf of Board of Directors
Place : Mumbai