To the Members
Your Directors hereby present their Twenty Sixth Annual Report and the Audited Accountsfor the year ended 31st March 2017.
|FINANCIAL RESULTS: || || |
| || ||(Amount in Rupees) |
| ||Year ended ||Year ended |
| ||31-03-2017 ||31-03-2016 |
|Sales and Other Income ||49195004 ||1701793 |
|Profit before Depreciation and Tax ||219786 ||(157577) |
|Less: Depreciation || ||124150 |
|Profit/(Loss) before Tax ||219786 ||(281727) |
|Less: Provision for Taxation ||(38500) || |
|Profit/(Loss) After Tax ||181286 ||(281727) |
|Balance Brought Forward ||(33030363) ||(32748636) |
|Balance carried over ||(32849077) ||(33030363) |
OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation your Company has registered total revenue of Rs.49195004/- (including Rs. 65059/ other income-) as compared to Rs. 1701793/- in theprevious financial year. Your Company has earned net profit after tax of Rs. 181286/- ascompared to loss of Rs. 281727/- in the previous financial year. .
CHANGE IN NATURE OF BUSINESS
During the financial year 2016-17 Company has not changed its nature of business andcontinues to carry on the same line of business activity.
CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY
The Company has "Stellant Stock Broking Private Limited" as a wholly ownedSubsidiary Company as at the end of financial year ended March 31 2017. The auditedfinancial statement of
subsidiary Company is available for inspection during business hours at the RegisteredOffice of the Company. Any member who is interested in obtaining a copy of auditedfinancial statement of subsidiary Company may write to the Registered Office of theCompany. The salient feature of performance of the Subsidiary Company as on March 31 2017in Form AOC- 1 is annexed herewith as 'Annexure I'.
DETAILS OF NEW SUBSIDIARIES ASSOCIATES AND JOINT VENTURES
During the financial year no Company became or ceased to be the Subsidiary JointVenture or Associate Company.
DIVIDEND AND TRANSFER TO RESERVES
In view of accumulated losses your Directors do not recommend any dividend for theyear 201617 and no amount has been transferred to any Reserve during the year 2016-17.
During the year under review your Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013.
REDUCTION OF EQUITY SHARE CAPITAL
Pursuant to special resolution passed by members of the Company at their Extra-ordinaryGeneral Meeting held on 20th July 2015 the Hon'ble High Court of Bombay videits order dated 18th November 2016 approved the scheme of reduction of paid-upshare capital of the Company from Rs. 37024010 (Three Crores Seventy Lacs Twenty FourThousand and Ten) divided into 3702401 (Thirty Seven Lacs Two Thousand Four Hundred andOne) Equity shares of Rs. 10/- each to Rs. 7404800/- (Seventy Four Lacs Four ThousandEight Hundred) divided into 3702401 (Thirty Seven Lacs Two Thousand Four Hundred andOne) Equity Shares of Rs. 2/- each & thereafter consolidating each 5 equity shares ofRs. 2/- each into one equity share of Rs. 10/- each to make up 740480 (Seven Lacs FortyThousand Four Hundred and Eighty) equity shares of Rs. 10/- each whereby 4/5th of theequity share capital is extinguished out of total paid up capital of the Company.
MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OFFINANCIAL YEAR AND DATE OF REPORT
There is no occurrence of material change and commitment made between the end of thefinancial year and date of this report which has affected the financial position of thecompany.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act 2013 Mrs. Mangala Rathod (DIN:02170580) Whole-time Director of the Company retires by rotation and being eligibleoffers
herself for re-appointment at the ensuing Annual General Meeting who is notdisqualified for being re-appointed in terms of Section 164 of the Companies Act 2013.
No other Director or Key Managerial Personnel has been appointed resigned or retiredduring the year.
DECLARATION BY INDEPENDENT DIRECTOR
The Company has received declarations from both the Independent Directors of theCompany confirming that they meet the criteria of independence as prescribed under theapplicable provision of section 149(6) of the Act.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of Annual Return in Form MGT-9 isannexed herewith as "Annexure II".
During the year six meetings of the Board of Directors of the Company were convenedand held. The details of date of meetings and the attendance of each director at the BoardMeetings and Committees are annexed herewith as "Annexure III". Theintervening gap between the meetings was within the period prescribed under the CompaniesAct 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act 2013 the Board ofDirectors to the best of their knowledge and ability confirm that:
(i) in the preparation of the annual accounts the applicable accounting standards hadbeen followed and that there were no material departures;
(ii) the directors had 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 at the end of the financial year and ofthe profit of the Company for the period;
(iii) the directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of the Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
(iv) the directors have prepared the annual accounts on a going concern basis;
(v) the proper internal financial controls were in place and that the financialcontrols were adequate and operating effectively.
(vi) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Section 135 pertaining to Corporate Social Responsibility is notapplicable to the Company for the financial year 2016-17.
AUDIT COMMITTEE AND NOMINATION & REMUNARATION COMMITTEE
The Audit Committee of the Company is constituted in accordance with Section 177(2) ofthe Companies Act 2013. The Composition of the Audit Committee is as follows:
|Name of the Director ||Status |
|Mrs. Nilima Raul ||Chairperson |
|Mr. Bhavesh Bafna ||Member |
|Mr. Deepak Jagtap ||Member |
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Nomination and Remuneration Policy is annexed herewith as "Annexure-IV".
PARTICULARS OF LOANS GUARANTEES AND INVESTMENTS
During the year the Company has not given any loans or guarantee or provided anysecurity to any persons or body corporate within the meaning of Section 186 of theCompanies Act 2013. Since the principal business of the Company is acquisition ofsecurities provisions of Section 186 pertaining to the investments made by Company arenot applicable.
RELATED PARTY CONTRACTS
During the year Company has not entered into any transaction referred to insub-section (1) of section 188 of the Companies Act 2013 read with Rule 15 of theCompanies (Meetings of Board and its powers) Rules 2014 with related parties.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO
The information relating to energy conservation technology absorption and research& development pursuant to Section 134(3)(m) of the Companies Act 2013 read with Rule8(3) of the Companies (Accounts) Rules 2014 is as follows:
A. Conservation of Energy:
i. Steps taken or impact on conservation of energy: Since the Company is notcarrying out any manufacturing activities it is not energy intensive. Adequate measureshave been taken to conserve the energy utilized.
ii. Steps taken by the Company for utilizing alternate sources of energy: TheCompany has not utilized any alternate source of energy during the year.
iii. Capital investment on energy conservation equipments: NIL
B. Technology absorption:
i. Efforts made towards technology absorption: NIL
ii. Benefits derived like product improvement cost reduction product developmentor import substitution: Nil
iii. Imported technology (imported during the last three years reckoned from thebeginning of the financial year):
a) Details of technology imported - No technology was imported.
b) Year of import - Not Applicable
c) Whether the technology been fully absorbed- Not Applicable
d) If not fully absorbed areas where absorption has not taken place and the reasonsthereof - Not Applicable
iv. Expenditure incurred on Research and Development - Not Applicable
C. Foreign Exchange earnings and outgo:
During the year 2016-17 there have been no foreign exchange earnings or outgo.
Your company has been regularly assessing the risk and ensures that the risk mitigationplans are in place.
FORMAL ANNUAL EVALUATION
The Company has devised a Policy for performance evaluation of Independent DirectorsBoard Committees and other individual Directors which include criteria for performanceevaluation of the non-executive directors and executive directors.
On the basis of the Policy for performance evaluation of Independent Directors BoardCommittees and other individual Directors a process of evaluation was followed by theBoard for its own performance and that of its Committees and individual Directors.
At a separate meeting of independent Directors performance of non-independentdirectors performance of the Board as a whole and performance of the Chairman wasevaluated taking into account the views of executive directors and non-executivedirectors.
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
There are no significant and material orders passed by the Regulators/Courts that wouldimpact the going concern status of the Company and its future operations.
INTERNAL FINANCIAL CONTROL
Your Company has Internal Control system to ensure an effective internal controlenvironment that provides assurance on the efficiency of conducting business includingadherence to the Company's policies the safe guarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of Accounting records andthe timely preparation of reliable financial disclosures.
DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION ANDREDRESSAL) ACT 2013.
Your Directors state that during the year under review there were no cases reportedpursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition andRedressal) Act 2013.
ESTABLISHMENT OF VIGIL MECHANISM
The Company has a Vigil Mechanism to deal with the instances of fraud andmismanagement if any. The Vigil Mechanism Policy had been recommended by the AuditCommittee and thereafter approved and adopted by the Board of Directors of the Company.The vigil mechanism is available on the Company's website athttp://www.stellantsecurities.com/investors.php.
PARTICULARS OF EMPLOYEES:
In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 disclosurespertaining to remuneration and other details are appended as 'Annexure - V' to theDirectors' Report.
None of the employees of the Company employed throughout the year were in receipt ofremuneration in excess of the limits set out in Rule 5(2) of the said rules.
AUDITORS Statutory Auditors
The present Auditor M/s. P.R Agarwal & Awasthi (FRN: 117940W) CharteredAccountants were appointed as the Statutory Auditors of the Company at the 23rdAnnual General Meeting of the members held on 27th September 2014 for a termof 3 years and their term is expiring at the ensuing Annual General Meeting. They are noteligible for re-appointment as Statutory Auditors of the Company as they are completingthe maximum permissible period under the Companies Act 2013 and the Rules made thereunder. The Audit Committee of the Company has proposed and the Board has recommended tothe members the appointment of M/s. R.K Khandelwal & Co. Chartered Accountants (FRN:105054W) in place of M/s. P.R Agarwal & Awasthi Chartered Accountants as StatutoryAuditors of the Company for a period of 5 (five) years from the conclusion of the 26thAnnual General Meeting till the conclusion of the 31st Annual General Meetingto be held in the year 2022 subject to ratification by the Members every year. This is incompliance with the mandatory requirement of rotation of Auditor under section 139 of theCompanies Act 2013.
The Company has received a written consent and certificate from M/s. R.K Khandelwal& Co. Chartered Accountants (FRN: 105054W) Statutory Auditors of the Company to theeffect that their appointment if made would be within the prescribed limits underSection 141(3)(g) of the Companies Act 2013.
Necessary resolution for appointment of the said Auditors is included in the Notice ofAnnual general Meeting for seeking approval of members.
The Board had appointed M/s. Jayshree A. Lalpuria & Co. Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2016-17. The SecretarialAudit Report for the financial year ended 31st March 2017 is annexed herewithas "Annexure VI".
The Statutory Auditors have expressed an unmodified opinion in the Audit Report inrespect of the audited financial statements for the financial year ended 31stMarch 2017. There are no qualifications or adverse remarks in the Statutory Auditors'Report which require any explanation from the Board of Directors.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013
The Board of Directors state that M/s. P.R Agarwal & Awasthi CharteredAccountants Statutory Auditors have not reported of any fraud involving any amountcommitted by the Company to the Central Government Audit Committee or to the Board ofDirectors of the Company.
SECRETARIAL AUDITOR'S REPORT
As regards qualifications/remarks of the Secretarial Auditor in her report theDirectors wish to clarify that:
1. Due to financial constraints the Company could not appoint Company Secretary asrequired under Section 203 of the Companies Act 2013 read with Rule 8 of the CompaniesAppointment and Remuneration of Managerial Personnel) Rules 2014.
2. Due to financial constrains the Company could not give newspaper advertisement fornotice of the book closure as required under section 91 of the Companies Act 2013 ofevoting information for 25th AGM as required under section 108 of the Companies Act 2013and Rule 20 of the Companies (Management and Administration) Rules 2014 and publicationof notice of Board Meeting & Audited (yearly) and Un-audited (quarterly) FinancialResults as required under Regulation 47 of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.
3. Due to inadvertence the Company failed to submit
- consolidated financial results for the year ended 31st March 2016 to BSELtd. as required under Regulation 33 and
- submit compliance certificate for both the half year ended 31st March2016 and 30th September 2016 to the BSE Ltd. as required under Regulation 7(3)
of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.
The Company has submitted compliance certificate as required under Regulation 7(3) forthe half year ended 31st March 2017 to BSE Ltd. and "will take all duecare to comply with the same in future.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2) ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 is provided in Annexure VII and forms a part of the Annual Report.
Your directors would like to place on record their gratitude for the continuous supportand cooperation received from the bankers creditors and Government authorities. TheDirectors place on record their appreciation of the contribution made by the employees andthe management.
|FOR AND ON BEHALF OF THE BOARD |
|STELLANT SECURITIES (INDIA) LJD. |
|Place: Mumbai |
|Dated: 31st July 2017 |
|(Bhavesh Bafna) ||(Mangala Rathod) |
|Director ||Whole Time Director |
|DIN:02402307 ||DIN:02170580 |