Your Directors have pleasure in presenting the 26th Annual Report of your Companyalongwith Audited Financial Statements and the Auditor's Report thereon for the year ended31st March 2020.
The Performance of the Company for the Financial year ended 31st March 2020is summarized below
| ||(IN RUPEES) |
|Particulars ||Financial year ended |
| ||31st March 2020 ||31st March 2019 |
|Total Income ||45541750 ||53096580 |
|Total expenditure ||41295790 ||49619910 |
|Profit before tax ||4245960 ||3476670 |
|Profit after tax ||3618700 ||2649820 |
|Paid- up Share Capital ||249615000 ||249615000 |
|Reserves and Surplus ||219115380 ||215626300 |
HIGHLIGHTS OF PERFORMANCE
The above figures are extracted from the financial statements prepared in accordancewith the Indian Accounting Standards (Ind AS) in compliance with the Companies (Account)Rules 2014 and accounting standards notified under Section 133 of the Companies Act2013 read with the Companies (Indian Accounting Standards) as amended and the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 ("SEBI Listing Regulations").
During the year under review Income for the year is decreased from Rs. 53096580 in2019 to Rs. 45541750 in 2020. Profit before tax increased from Rs. 3476670 in theprevious year to Rs. 4245960 in current year. The net profit also increased from Rs.2649820 in the previous year 2019 to Rs. 3618700 in the current year.
During the year under review the total revenue was Rs. 45541750/- as against Rs.53096580/- during the corresponding period last year a decline of 14.23% over the sameperiod in the previous year. The outbreak of COVID-19 pandemic has resulted in furtherslowdown in economic activities across the country which even otherwise was on a slowpace. The impact of the pandemic led to closure of all the Company's branch officesbusiness and recovery touch points and completely halted the field operations from thelast week of March 2020. As an organization your Company has been strictly adhering tosocial distancing norms and lockdown announcements in accordance with the directivesissued by the Central State Government and Local Administration Guidelines.
To maintain the liquidity of funds the Board of Directors has decided not to declareany dividend for this financial year 201920. The Board assures you to present a muchstrong financial statements in coming years.
The Paid up Share Capital as on 31st March 2020 was Rs. 249615000. During the yearunder review the company has not issued any shares debentures or any other convertibleinstruments.
BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
The Company has not issued any Sweat Equity Shares during the year under review.
No Bonus Shares were issued during the year under review.
EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
ISSUE OF SHARES THROUGH PREFERENTIAL ALLOTMENT
The Company has not issued any equity shares by way of preferential allotment duringthe year under review.
The Company has not accepted any fixed deposit during the year under review fallingwithin the purview of Section 73 of the Companies Act 2013 read with Companies(Acceptance of Deposits) Rules 2014.
TRANSFER TO GENERAL RESERVES
The Company has transferred an amount of Rs. 723740/- to Special Reserve maintainedunder Section 45-IC of the Reserve Bank of India Act 1934.The Company has not transferredany amount to the General Reserve for the F.Y ended March 31 2020.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of the business during the financial year.
MATERIAL CHANGES AND COMMITMENTS
The ongoing COVID-19 pandemic has increased the estimation uncertainty in thepreparation of the Financial Statements for the year ended 31st March 2020. The Companyhas developed various accounting estimates in these Financial Statements based onforecasts of economic conditions which reflect expectations and assumptions as at 31stMarch 2020 about future events that the Management believe are reasonable in thecircumstances. There is a considerable degree of judgement involved in preparingforecasts. The underlying assumptions are also subject to uncertainties which are oftenoutside the control of the Company. Accordingly actual economic conditions are likely tobe different from those forecast since anticipated events frequently do not occur asexpected and the effect of those differences may significantly impact accountingestimates included in these financial statements.
The spread of COVID-19 pandemic and the subsequent pan-India lockdown announced by theGovernment of India are the events which have continued till the date of the announcementof financial results of the Company. Your Company has initiated the process of resumingoperations in its corporate office complying with COVID-19 guidelines.
Other than the above-mentioned situation affecting the Company there is no materialchange and commitment that have occurred after the closure of the Financial Year 2019-20till the date of this Report which would affect the financial position of your Company.
EXTRACT OF ANNUAL RETURN
Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act 2013 read withRule 12 of the Companies (Management and Administration) Rules 2014 the extract of theAnnual Return as on 31st March 2020 in the prescribed form MGT- 9 forms a part of thisreport as 'Annexure -1"
DETAIL OF SUBSIDIARY. JOINT VENTURE AND ASSOCIATE COMPANY DURING THE YEAR
The Company has no subsidiary joint venture or associated company thereforedisclosures in this regards in Form AOC -1 are not provided in this report.
During the Financial Year 2019-20 neither the Statutory Auditors nor the SecretarialAuditors have reported any fraud in their respective Audit Reports.
PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARY ASSOCIATE AND JOINT VENTURECOMPANY
The company has no subsidiary; joint venture or associated company so there is norequirement of description of performance in this regard.
As per the provisions of Section 139 of the Companies Act 2013 M/s V.N. Purohit &Co. Chartered Accountants was appointed as statutory auditor of the company in theAnnual General Meeting held on 30.09.2019 for a period of four years up to the annualgeneral meeting to be held in the year 2023 on such remuneration as may be decided by theBoard of Directors of the Company.
The notes on financial statements referred to in the Auditors' Report areself-explanatory and do not call for any further comments. The Auditors' Report to themembers of the Company for the financial year under review does not contain anyqualification reservation adverse remark or disclaimer.
M/s Kundan Kumar Mishra & Associates Company Secretaries was re-appointed as asecretarial auditor to conduct the secretarial audit of the Company for the F.Y 2019-20as required under Section 204 of the Companies Act 2013 and rules there under. TheSecretarial Audit Report for F.Y 2019-20 forms a part of this Report as"Annexure-ll"
M/s MST and Company Chartered Accountant was appointed as an internal auditor of theCompany.
Provision related to Cost Audit is not applicable to the Company.
There were no instances of any significant and material orders passed by the regulatorsor courts or tribunals impacting the going concern status and Company's operations infuture.
DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has adequate system of internal control to safeguard and protect from lossunauthorized use for disposition of its assets. All the transactions are probablyauthorized recorded and reported to the Management. The Company is following allapplicable accounting standards for properly maintaining the books of accounts andreporting financial statements. The internal Auditor of the company checks and verifiesinternal control and monitors them in accordance with policy adopted by the company. TheCompany continues to ensure proper and adequate systems and procedures commensurate withits size and nature of business.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with the Companies (Accounts) Rules 2014 and forming part of Board's Reportfor the year ended March 31 2020 are given as below:
Conservation of Energy and Technology Absorption
Since the Company does not own any manufacturing activity the Energy Conservation andTechnology Absorption particulars as mentioned in the Companies (Accounts) Rules 2014are not applicable.
Foreign Exchange Earning and Outgo: -
Details of Foreign Exchange earnings and Outgo are given as below: -
| ||Year 2020 (Amount) ||Year 2019 (Amount) |
|Foreign Exchange earning ||Nil ||Nil |
|Foreign Exchange outgoing ||Nil ||Nil |
The Company continues to comply with all the requirements prescribed by the ReserveBank of India from time to time.
Provisions related CSR under Section 135 of the Companies Act 2013 are not applicableto the Company.
BOARD MEETINGS & ANNUAL GENERAL MEETING
During the financial year 2019-2005 (Five) Board Meetings were held on 30thMay 201919th August 2019 31st August 2019 14th November 2019 and 29thJanuary 2020. The intervening gap between the Board Meetings was within the periodprescribed under the Companies Act 2013 and the Securities and Exchange Board of India(Listing Obligation and Disclosure Requirements) Regulations 2015.
The 25th Annual General Meeting (AGM) of the Company was held on 30th September 2019at the registered office of the Company.
MEETINGS OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review on 02nd March 2020.The Meetings were conducted in an informal manner without the presence of the Whole-timeDirectors the Non-Executive Non-Independent Directors or any other Management Personnel.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Board has on the recommendation of the Nomination and Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management Personneland Key Managerial Personnel ("KMP") and their remuneration including criteriafor determining qualifications positive attributes independence of Directors and othermatter as provided in section 178.
Such policy is available at the website of the company at www.stellarcapital.in underthe link of http://stellarcapital.in/wp- content/uploads/2018/07/NRC-PQLICY.pdf
DECLARATION BY DIRECTORS
All the Directors of the Company have confirmed that they satisfy the "fit andproper" criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR. PD.008/ 03.10.119/2016-17 dated 1st September 2016 and that they are not disqualified frombeing appointed/ continuing as Directors in terms of section 164(2) of the Companies Act2013.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declaration from each Independent Director of the Companyunder Section 149 (7) of the Companies Act 2013 that they meet the criteria ofindependence as laid down in Section 149 (6) of the Companies Act 2013 and subsequentlythe same was placed at the Board Meeting. Independent director has complied with the Codefor independent directors as specified in Schedule IV of the Companies Act 2013.
The Companies Act 2013 states that a formal annual evaluation needs to be made by theboard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that performance evaluation of Independent Directorsshall be done by the entire Board of Directors excluding the Directors being evaluated.
The structured evaluation process contained various aspects of the functioning of theBoard and its committees number of committees and their roles frequency of meetingslevel of participation independence of judgment performance of duties and obligationsand implementation of good Corporate Governance practices.
The evaluation of all the Directors and the board as a whole was conducted based on thecriteria and frame work adopted by the Board. The Board approved the evaluation results ascollated by the nomination and remuneration committee.
INTERNAL COMPLAINTS COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT
Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 read with Rule 14 of Sexual Harassment of Women atWorkplace (Prevention Prohibition and Redressal) Rules 2013 the Company has constitutedInternal Complaints Committee (ICC) where any grievances of sexual harassment at workplacecan be reported. The Company has also adopted a policy on Prevention of Sexual Harassmentat workplace. The objective of the policy is to provide its women employees a workplacefree from harassment/discrimination and every employee is treated with dignity andrespect.
The following is a summary of Sexual Harassment complaint(s) received and disposed offduring the year 2019-20 pursuant to the POSH Act and Rules framed thereunder:
a) Number of complaint(s) of Sexual Harassment received during the year - Nil
b) Number of complaint(s) disposed off during the year - Nil
c) Number of cases pending for more than 90 days - Nil
d) Nature of action taken by the employer or District Officer -Not Applicable
DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR.
In accordance with the provisions of Section 152 of the Act Mrs. Rajni Aneja Directorretires by rotation at the forthcoming Annual General Meeting and being eligible offersherself for re-appointment. The Board recommends her re-appointment for the considerationof the Members of the Company at the forthcoming Annual General Meeting.
Mr. Sumit Karmakar was appointed as an additional Director (Non-Executive Director) onthe Board of Director of the Company with effect from 14.11.2019.
Mr. Ravi Bhushan Kumar and Ms. Neha Gupta was appointed as an additional Director(Non-Executive Independent director) on the Board of Director of the Company with effectfrom 10.11.2020.
KEY MANAGERIAL PERSONNEL
Ms. Anjali Singh was appointed as a Company Secretary by Board in its meeting held on14.11.2019 in place of Ms.Payal who had resigned from the post of Company Secretaryw.e.f.13.11.2019.
COMMITTEES OF THE BOARD
Currently the Board has 3 Committees; the Audit Committee Nomination and RemunerationCommittee and Stakeholders Relationship Committee. The Composition of committees as perapplicable provisions of the act and rules are as follows:
The "Audit Committee" of the Company is constituted in line with theprovisions of Section 177 of the Companies Act
2013 ('the Act') and Comprises of following members:
> Mr. Rupal Singh
> Mr. Pranay Aneja
> Mr. Indresh Kumar Bhardwaj
During the financial year 2019-20 04 (Four) Audit Committee Meetings were held on 30thMay 201919th August 2019 31st August 201914th November 2019.
Nomination and Remuneration Committee
The "Nomination Remuneration and Committee" has been constituted by the Boardas per the requirements of the provisions of Section 178 (1) of the Companies Act 2013and comprise of following members :
> Mr. Rupal Singh
> Mr. Sumit Karnmakar
> Mr. Indresh Kumar Bhardwaj
During the financial year 2019-2003 (Three) Nomination & Remuneration CommitteeMeetings were held on 30th May 2019 31st August 2019 & 14th November 2019.
Stakeholders Relationship Committee
The "Stakeholders' Relationship Committee" is constituted in line with theprovisions of Section 178 (5) of the Companies Act 2013 and comprise of following members:
> Mr. Pranay Aneja
> Mr. Rupal Singh
> Mr. Indresh Kumar Bhardwaj
DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS ANDEMPLOYEES
In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about irregularitieswithin the Company.
This policy is also posted on the website of the company i.e. www.stellarcapital.inunder the link of http://stellarcapital.in/wp- content/uploads/2018/05/VIGIL-MECHANISM.pdf
PARTICULARS OF LOANS. GUARANTEE OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 186(11) of the Companies Act 2013 ("the Act") theprovisions of Section 186(4) of the Act requiring disclosure in the Financial Statementsof the full particulars of the loans made and guarantees given or securities provided by aNon- Banking Financial Company in the ordinary course of its business and the purpose forwhich the loan or guarantee or security is proposed to be utilised by the recipient of theloan or guarantee or security are exempted from disclosure in the Annual Report.
Further pursuant to the provisions of Section 186 (4) of the Act the details ofinvestments made by the Company are disclosed in the Financial Statements.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the financial year were on arm'slength basis and also in the ordinary course of the business. There are no materiallysignificant related party transactions made by the Company with Promoters Key ManagerialPersonnel or other designated persons which may have potential conflict with interest ofthe Company at large. The details of Related Party Transactions are disclosed and formingpart of the Annual Financial Statements.
COMPLIANCE OF SECRETARIAL STANDARDS
During the year Company has complied all the required compliances of SecretarialStandards -1 & 2 as prescribed by the Institute of Company Secretaries of India.
RISK MANAGEMENT POLICY
Managing of Risk is an Integral part of Company's strategy. Company has alreadyimplemented Risk Management Policy and the Board of Directors has prepared a comprehensiveframework of risk management for assessment of risks and to determine the responses tothese risks so as to minimize their adverse impact on the organization.
Such is available at the website of the company athttp://stellarcapital.in/wp-content/uploads/2018/05/RISK-MANAGEMENT-POLICY.pdf
MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR):
_The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 is presented in a separate section which forms part of the AnnualReport.
PRUDENTIAL NORMS AND DIRECTIONS OF RBI FOR NBFCS
Your company has complied with all the prudential norms prescribed by the Reserve Bankof India and has filed the required returns.
PARTICULARS OF EMPLOYEES
The information required pursuant to Section 197(12) read with Rule 5 of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are as follows:
1. Ratio of remuneration of each Director to median remuneration of the employees ofthe company for the financialyear 2019-20
|S.NO Name of Director ||Ratio of remuneration of director to median remuneration of employees |
|1 Pranay Aneja (Managing Director) ||8 :5 |
|2. Rajni Aneja (Whole -time Director) ||8 :5 |
2. Percentage increase in remuneration of each Director CFO CEO CS or Managerifanyin the Financial Year 2019-20 compared to Financial Year 2018-19
|S.No Pranay Aneja (Managing Director) ||Rajni Aneja (Whole Time Director) ||Anjali Singh (COMPANY SECRETARY) ||Ashwani Rampal (CFO) |
|1 NO CHANGE ||NO CHANGE ||NO CHANGE ||NO CHANGE |
3. Percentage Increase in median remuneration of employees during the year -No change.
4. The Number of Permanent employee on the roll of the Company as on 31st March 2020was Thirty Three.
5. Provisions of Rule 5 (2) of Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 of the Companies Act 2013 is not Applicable on the company for theFinancial year 2019-20.
The remuneration paid to all key managerial personnel was in accordance withremuneration policy adopted by the company.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to Section 134 (3) (c) of the Companies Act 2013 the Board of Directors tothe best of their knowledge and ability confirm that:
a) in the preparation of annual financial statements the applicable accountingstandards have been followed along with proper explanation relating to materialdepartures if any;
b) 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 at the end of the financial year 2019-20and of the profit of the company for that period;
c) the directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;
d) the directors have prepared the annual accounts on a going concern basis;
e) the directors had laid down proper internal financial controls and such internalfinancial controls are adequate and were operating effectively;
f) the directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.
STOCK EXCHANGE LISTING
The Equity Shares of the Company are listed at the BSE Limited on SME Platform. TheCompany has already paid listing fees for the financial Year 2020-21 to the BSE.
The Board of Directors gratefully acknowledge the continued co-operation trust andsupport of the shareholders and would like to place on record its appreciation for thededicated services rendered by the Employees at all levels. The Directors further expresstheir gratitude to the Bankers Customers and other associates for co-operation andconfidence reposed by them in the Company.
|For and on Behalf of Stellar Capital Services Limited || |
|Pranay Aneja ||Rajni Aneja |
|(Managing Director) ||(Whole-time Director) |
|DIN :00809285 ||DIN: 00341959 |
|Add: B-34 Soami Nagar ||Add: B-34 Soami Nagar |
|New Delhi-110017 ||New Delhi-110017 |
|Date:04.12.2020 || |
|Place :Gurgaon || |