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Stellant Securities (India) Ltd.

BSE: 526071 Sector: Financials
NSE: N.A. ISIN Code: INE395F01023
BSE 00:00 | 25 Jun Stellant Securities (India) Ltd
NSE 05:30 | 01 Jan Stellant Securities (India) Ltd
OPEN 6.70
PREVIOUS CLOSE 6.70
VOLUME 280
52-Week high 6.82
52-Week low 5.50
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 6.70
CLOSE 6.70
VOLUME 280
52-Week high 6.82
52-Week low 5.50
P/E
Mkt Cap.(Rs cr) 1
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Stellant Securities (India) Ltd. (STELLANTSECU) - Director Report

Company director report

To the Members

Your Directors hereby present their Twenty Ninth Annual Report and the Audited Accountsfor the year ended 31st March 2020.

FINANCIAL RESULTS:

(Amount in Rupees)

Year ended 31-03-2020 Year ended 31-03-2019
Sales and Other Income 6096510 124340
Profit/(Loss) before Depreciation and Tax (4152962) (853761)
Less: Depreciation -— -—
Profit/(Loss) before Tax (4152962) (853761)
Less: Provision for Taxation -- --
Profit/(Loss) After Tax (4152962) (853761)
Balance Brought Forward (5285753) (4431992)
Reduction during the year - -
Balance carried over (9438715) (5285753)

OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation the total revenue of the Company stood at Rs.60.97 lacs as compared to Rs. 1.24 lacs in the previous year. The revenues from operationwere at Rs. 59.35 lacs. The Company has incurred a loss of Rs. 41.53 lacs during the yearas compared to loss of Rs. 8.54 lacs incurred in the previous financial year. TheDirectors are hopeful of better performance in the years to come.

CHANGE IN NATURE OF BUSINESS

During the financial year 2019-20 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 31st March2020. The audited financial statement of subsidiary Company is available for inspectionduring business hours at the Registered Office of the Company. Any member who isinterested in obtaining a copy of audited financial statement of subsidiary Company maywrite to the Registered Office of the Company. The salient feature of performance of theSubsidiary Company as on March 31st 2020 in 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 201920 and no amount has been transferred to any Reserve during the year 2019-20.

DEPOSIT

During the year under review your Company has neither accepted nor renewed anydeposits within the meaning of Section 73 of the Companies Act 2013.

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

The changes that had occurred in the composition of the Board of Directors and KeyManagerial Personnel are as follows:

1. At the Annual General Meeting of the Company held on 30th September2019 the shareholders of the Company approved the re-appointment of Mrs. Mangala Rathod(DIN: 02170580) as Whole-time Director of the Company for a period of 3 years w.e.f. 14thAugust 2019.

2. In accordance with the provisions of the Companies Act 2013 and Articles ofAssociation Mr. Bhavesh Bafna (DIN: 02402307) Director of the Company retires byrotation and being eligible offers himself for re-appointment at the ensuing AnnualGeneral Meeting who is not disqualified for being re-appointed in terms of Section 164 ofthe 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 is annexedherewith as "Annexure - II".

MEETINGS

During the year four 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 loss 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 2018-19.

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
Ms. Runali Sagvekar Chairperson
Mr. Bhavesh Bafna Member
Mr. Deepak Jagtap Member

POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013 the nomination and remunerationpolicy of the Company which lays down the criteria for determining qualificationscompetencies positive attributes and independence for appointment of Directors andpolicies of the Company relating to remuneration of Directors KMP and other employees isavailable on the Company's website at https://www.stellantsecurities.com/investors.php

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 not carryingout any manufacturing activities it is not energy intensive. Adequate measures have beentaken to conserve the energy utilized.

ii. Steps taken by the Company for utilizing alternate sources of energy: The Companyhas 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 development orimport 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 2018-19 there have been no foreign exchange earnings or outgo.

RISK MANAGEMENT

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 - IV' 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

At the Company's 26th Annual General Meeting held on 30thSeptember 2017 M/s. R.K. Khandelwal & Co. Chartered Accountants (Firm registrationNo. 105054W) were appointed as Company's Statutory Auditors to hold office till theconclusion of the 31st Annual General Meeting to be held for the financial yearended 31st March 2022 covering one term of five consecutive years subject toratification by the members at every Annual General Meeting. The requirement for theannual ratification of Auditors' appointment at the AGM has been omitted pursuant toCompanies (Amendment) Act 2017 notified on 7th May 2018.

Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit andAuditors) Rules 2014 the Statutory Auditors have furnished a certificate of theireligibility and consent as the Auditors of the Company.

Secretarial Auditor

The Board had appointed M/s. Jayshree A. Lalpuria & Co. Practising CompanySecretaries to conduct Secretarial Audit for the financial year 2019-20. The SecretarialAudit Report for the financial year ended 31st March 2020 is annexed herewithas "Annexure - V".

AUDITOR'S REPORT

With respect to Auditor's qualification pertaining to delay in the payment of TDS andIncome Tax amount of Rs. 219295 as mentioned in the Audit Report for the financial yearended 31st March 2020 your directors state that the same is very old relatingto prior period and not for F Y 2019-20.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act 2013

The Board of Directors states that M/s. R.K. Khandelwal & Co. 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 due to financial constrains the Company could not givenewspaper advertisement for notice of the book closure as required under section 91 of theCompanies Act 2013 of e-voting information for 28th AGM as required undersection 108 of the Companies Act 2013 and Rule 20 of the Companies (Management andAdministration) Rules 2014 and publication of notice of Board Meeting & Audited(yearly) and Un-audited (quarterly) Financial Results as required under Regulation 47 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

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 - VI" and forms a part of the AnnualReport.

ACKNOWLEDGEMENT:

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) LTD.
(Bhavesh Bafna) (Mangala Rathod)
Director Whole Time Director
Place: Mumbai DIN:02402307 DIN:02170580
Dated: 12th November 2020

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