pure giftcarat ltd Directors report

To,

The Members,

Your Directors have pleasure in presenting this 12^th Annual Report together with the Audited Financial Statements for the financial year ended on 31^st March, 2023.

You being our valued partners in the Company, we share our vision of growth with you. Our guiding principles are a blend of realism and optimism which has been and will be the guiding force of all our future endeavors.

1. FINANCIAL PERFORMANCE:-

The Companys financial performance during the year ended 31^st March, 2023 compared to the previous year is summarized below:

(Amount in 00)

Particulars	F.Y. 2022-23	F.Y. 2021-22
Revenue from Operations	1,999,380.10	1,616,673.93
Other Income	46,208.05	25,622.40
Total Income	2,045,588.14	1,642,296.33
Total Expenditure	1,963,506.93	1,602,183.71
Profit/ (Loss) Before Tax & Exceptional/Extraordinary Items	82,081.21	40,112.61
Less:
Exceptional/Extraordinary items	-	-
Profit/(Loss) Before Tax	82,081.21	40,112.61
Less: Tax Expense :
- Current Tax	20,580.00	9,260.71
- Deferred Tax Liabilities/(Assets)	267.08	138.02
Net Profit/(Loss) After Tax	61,234.13	30,713.88

2. REVIEW OF OPERATIONS:-

During the year under review, the Company has posted higher Revenue from Operation of ? 1,999,380.10/- Hundreds as compared to ? 1,616,673.93/- Hundreds in the corresponding previous year. Due to higher income generation during the year under review, the Company has posted higher Net Profit after tax of ? 61,234.13/- Hundreds in the current year as compared to the Net Profit after Tax of ? 30,713.88/- Hundreds in the corresponding previous year. Your Directors are hopeful to earn rational profit in the years to come.

3. TRANSFER TO RESERVES:-

During the year under review, your Directors has decided to retain the entire amount of profit for financial year 2022-23 in the statement of profit and loss and do not proposed to transfer any amount to Reserves.

4. DIVIDEND:-

During the year under review, your Directors have not recommended any Dividend on Equity Shares of the Company with a view to conserve resources for expansion of business.

Notwithstanding the fact that company does not fall under the mandatory criteria of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has voluntarily adopted Dividend Distribution Policy and the said policy is available at the following web-link: http: / / www.starlineps.com/Investors-Relations/ Code-of-Conduct&Policies / Policies / Dividend% 20Distribution % 20Policy.pdf.

During the year under review, the unclaimed dividend pertaining to the financial year 2021-22 has been transferred to the account called "Unpaid Equity Dividend Account" as required under section 124 of the Companies Act 2013.

5. INVESTORS EDUCATION AND PROTECTION FUND:-

During the year, the Company was not liable to transfer any amount to the Investor Education and Protection Fund as required under Section 124 and 125 of the Companies Act, 2013. Pursuant to the provisions of Investor Education and Protection Fund (Uploading of Information regarding unpaid and unclaimed amounts lying with Companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on 31.03.2023 on the website of the Company, at web link: http:/ / www.starlineps.com/Investors-Relations/Unpaid-unclaimed-Dividend / List%20of% 20Unpaid % 20and % 20Unclaimed % 20Interim%20Dividend.pdf.

6. PUBLIC DEPOSITS:-

During the year under review, your Company has neither accepted / renewed any deposits during the year nor has any outstanding deposits within the meaning of Section 73 of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

7. SHARE CAPITAL:-

As on 31^st March, 2023, the Issued, Subscribed & Paid up Equity Share Capital of your Company stood at ? 21,61,50,000/- (Rupees Twenty One Crore Sixty One Lakh Fifty Thousand) divided into 4,32,30,000 (Four Crore Thirty Two Lakh Thirty Thousand) Equity Shares of Rs. 5/- each.

The Company has neither issued shares with differential voting rights nor granted any stock options or issue any sweat equity or issued any bonus shares. Further, the Company has not bought back any of its securities during the year under review and hence no details / information invited in this respect.

8. BOARD OF DIRECTORS:-

The following were the Directors on the Board at the beginning of financial year 2022-23:

i. Mr. Shwetkumar Koradiya	Chairperson & Managing Director
ii. Mr. Hardikbhai Patel	Whole Time Director & Chief Financial Officer
iii. Mrs. Bhumika Jariwala	Independent Director
iv. Mrs. Jenish Bhavsar	Independent Director
v. Mrs. Neha Patel	Independent Director
vi. Mr. Yashkumar Trivedi	Independent Director

During the said financial year, the following changes were occurred:

• Mrs. Bhumika Jariwala (DIN: 08841902) Independent Director of the Company resigned from the post of Directorship and Committee Membership of the Company w.e.f. 30^th September, 2022 and the same has been taken on record by Board of Directors in Board Meeting held on 31^st August, 2022.

• Ms. Hiral Vinodbhai Patel (DIN 09719512) has been appointed as an Additional Director of the Company in Independent capacity w.e.f. 1^st September, 2022 in the Board Meeting held on 31^st August, 2022 and regularized as a Director of the Company in Independent capacity in the last AGM held on 26^th September, 2022 for a period of 5 years.

• Mr. Hardikbhai Patel (DIN: 08566796), Whole Time Director of the Company liable to retire by rotation was re-appointed in 11^th Annual General Meeting of the Company held on 26^th September, 2022.

• As on 31^st March, 2023, Your Company has 6 (Six) Directors, namely,

i. Mr. Shwetkumar Koradiya	Chairperson & Managing Director
ii. Mr. Hardikbhai Patel -	Whole Time Director & Chief Financial Officer
iii. Mrs. Jenish Bhavsar -	Independent Director
iv. Mrs. Neha Patel -	Independent Director
v. Mr. Yashkumar Trivedi -	Independent Director
vi. Ms. Hiral Patel	Independent Director

• Director Retire by rotation:

In accordance with the provisions of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Shwetkumar Koradiya, Chairperson & Managing Director of the Company retires by rotation at the forthcoming 12^th Annual General Meeting of the Company and being eligible, offers himself for re-appointment. The Board recommends his appointment for your approval.

• Re-appointment of Director:

The term of appointment of Mrs. Jenish Bhavsar as an Independent Director of the Company will be completed on 2^nd November, 2023. The Board of Directors at their Meeting convened on 29^th August, 2023 approves her re-appointment for a further period of next five years with effect from 3^rd November, 2023 subject to the approval of the shareholders at the ensuing Annual General Meeting.

9. KEY MANAGERIAL PERSONNEL:-

As on 31^st March, 2023, Your Company has the following Key Managerial Personnel (KMP):

(i) Mr.Shwetkumar Koradiya	- Chairperson & Managing Director
(ii) Mr. Hardikbhai Patel	- Whole Time Director & Chief Financial Officer
(iii) Ms. Swati Somani	Company Secretary & Compliance Officer

10. DECLARATION FROM INDEPENDENT DIRECTORS AND THEIR FAMILIARISATION PROGRAM:-

The Company has received necessary declaration from each Independent Directors under Section 149(7) of the Companies Act, 2013, that he/ she meets the criteria of independence as laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 and 16(1)(b) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Board relies on their declaration of independence.

11. FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS:-

In compliance with the requirements of Listing Regulations, the Company has put in place a Familiarization programme for Independent Directors to familiarize them with the working of the Company, their roles, rights and responsibilities vis-a-vis the Company, the industry in which the company operates, business model etc., along with updating on various amendments in the Listing Regulations and the Companies Act, 2013.The detail of the aforementioned programme as required under Regulation 46 of the SEBI Listing Regulations is available on the companys website web-link http: / / www.starlineps.com/Investors-Relations/ Code-of-Conduct&Policies / Other / F amiliarisation %20Pro gram % 20for % 20Independent% 20Directors.pdf .

In the opinion of the Board, the Independent Directors of the Company possess the integrity, requisite experience and expertise, relevant for the industry in which the Company operates. Further, all the Independent Directors of the Company have successfully registered with the Independent Directors Databank of the Indian Institute of Corporate Affairs.

11. DIRECTORS RESPONSIBILITY STATEMENT:-

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013, the Directors confirm that-

(a) in the preparation of the Annual Accounts for the financial year ended March 31, 2023, the applicable Accounting Standards had been followed along with proper explanation relating to material departures;

(b) the Directors had selected such Accounting Policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the Financial Year and of the profit of the Company for that period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequate Accounting Records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the Directors had prepared the Annual Accounts on a going concern basis;

(e) that the Directors have laid down Internal Financial Controls to be followed by the Company and that such Internal Financial Controls are adequate and were operating effectively during the year.

(f) the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS:-

During the year under review, the Company has not made any investment or given any Guarantees falling within the purview of Section 186 of the Act. However, the particulars of loans granted pursuant to Section 179(3) of the Act are as under.

Sr. No.	Name of the Party	Amount as on 31.03.2023
1	VIRTUOUS COTFAB LLP	1,20,00,000/-

13. MEETINGS OF BOARD OF DIRECTORS :-

During the year under review, (5) five Board Meetings, (5) five Audit Committee Meetings, (4) four Stakeholders Relationship Committee Meetings, (4) four Nomination and Remuneration Committee Meeting and (1) one Separate Meeting of Independent Directors were held. The details of which are given in the Corporate Governance Report. The intervening gaps between the Meetings were within the period prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Notice along with Agenda and Agenda items of each Board Meetings were given to each Director of the Company.

MEETINGS OF MEMBERS:-

14. During the year under review, 11^th Annual General Meeting of the Company was held on 26^th September, 2022 and no Extra Ordinary General Meeting was held during the financial year.

15. COMMITTEE MEETINGS:-

The details pertaining to the composition of the Audit Committee and other Committees and all Committee meetings held during the year 2022-23 are included in the Corporate Governance Report. During the year, all the recommendations made by the all Committees were accepted by the Board.

16. BOARD EVALUATION:-

In line with the Corporate Governance Guidelines of the Company, Annual Performance Evaluation was conducted for all Board Members as well as the working of the Board and its Committees. The Board evaluation framework has been designed in compliance with the requirements under the Companies Act, 2013, the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

The performance of Chairperson of the Board was reviewed by the Independent Directors taking into account the views of the Executive Directors. The parameters considered were leadership ability, adherence to corporate governance practices etc.

Evaluation of the Board was based on criteria such as composition and role of the Board, Board communication and relationships, functioning of Board Committees, review of performance and compensation to Executive Directors, succession planning, strategic planning, etc.

Evaluation of Directors was based on criteria such as participation and contribution in Board and Committee meetings, representation of shareholder interest and enhancing shareholder value, experience and expertise to provide feedback and guidance to top management on business strategy, governance and risk, understanding of the organizations strategy, risk and environment, etc.

Evaluation of Committees was based on criteria such as adequate independence of each Committee, frequency of meetings and time allocated for discussions at meetings, functioning of Board Committees and effectiveness of its advice/recommendation to the Board, etc. The Board has also noted areas requiring more focus in the future.

17. PREVENTION OF INSIDER TRADING:-

The Company has adopted a Code of Conduct for Prevention of Insider Trading in compliance with the SEBI (Prohibition & Insider Trading) Regulations, 2015, as amended from time to time, with a view to regulate the trading in securities by the Directors and Designated Employees of the Company. The Code requires pre-clearance for dealing in the Companys shares and prohibits the purchase or sale of shares of the Company by the Directors and the designated employees while in possession of unpublished price sensitive information in relation to the Company and during the period when the Trading Window is closed. The Board is responsible for implementation of the code. All Directors and the designated Employees have confirmed compliance with the code.

18. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNING AND OUTGO:-

The particulars required to be included in terms of Section 134(3) (m) of the Companies Act, 2013 with regard to Conservation of Energy, Technology absorption, Foreign Exchange earnings and outgo are given below:

a. Conservation of Energy:

Your Company is engaged in Trading activity. Hence, there are no extra steps taken for energy saving. However, regular steps have been taken to improve energy consumption by using LED lights in office premises. The Company is using inverter as an alternate source of energy. During the year, the Company has not made any capital investment on energy conservation equipment.

b. Technology Absorption:

The project of your Company has no technology absorption, hence no particulars are offered.

c. Foreign Exchange Earning and Outgo:

The foreign Exchange earnings and expenditure of the Company is NIL.

19. ANNUAL RETURN:-

A copy of the Annual Return of the Company for the Financial year 2022-23, as required under Section 92 (3) of the Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014 shall be placed on the Companys website. The web-link as required under the Act is as under http: / / www.starlineps.com/Investors-Relations/ Annual-Return/Draft%20Form MGT 7 web.pdf

20. INTERNAL FINANCIAL CONTROL SYSTEM AND THEIR ADEQUACY:-

The Company has established proper and adequate system of internal control to ensure that all resources are put to optimum use and are well protected against loss and all transactions are authorized, recorded and reported correctly and there is proper adherence to policies and guidelines, safeguarding its assets, prevention and detection of frauds and errors, accuracy and completeness of the accounting records and timely preparation of reliable financial disclosures, processes in terms of efficiencies and effectiveness. The Companys internal control systems are also periodically tested and certified by the internal auditors. The Audit Committee constituted by the Board constantly reviews the internal control systems.

21. VIGIL MECHANISM (WHISTLE BLOWER POLICY):-

In compliance with the provisions of section 177(9) of the Companies Act, 2013 and Regulation 22 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has established a vigil mechanism for the Directors and employees of the Company to report concerns about unethical behaviour, actual or suspected incidents of fraud or violation of Code of Conduct.

Under this policy, your Company encourages its employees to report any reporting of fraudulent financial or other information to the stakeholders, and any conduct that results in violation of the Companys code of business conduct, to the management (on an anonymous basis, if employees so desire). The Vigil Mechanism / Whistle Blower Policy may be accessed on the Companys website at http: / / www.starlineps.com/Investors-Relations/ Code-of-Conduct&Policies/ Policies/Vigil%20Mechanism% 20or % 20Whistle % 20Blower % 20Policy.pdf.

22. POLICY ON APPOINTMENT & REMUNERATION OF DIRECTORS AND KEY

MANAGERIAL PERSONNEL:-

Pursuant to provision of Section 178(3) of the Companies Act, 2013, the Board has framed a Policy for selection, appointment and remuneration of Directors and Key Managerial Personnel including criteria for determining qualifications, positive attributes and independence of Directors. The salient features of the Nomination and Remuneration Policy of the Company has been disclosed in the Corporate Governance Report, which is a part of this report. The said Policy is available on the Companys website on http:/ / www.starlineps.com/Investors-Relations/Code-of-Conduct&Policies/ Policies / Nomination % 20& % 20Remuneration % 20Policy.pdf.

23. TOINT VENTURES, SUBSIDIARIES AND ASSOCIATES:-

As on 31^st March, 2023, your Company does not have any Joint Ventures, Subsidiaries and Associates Company.

24. CORPORATE SOCIAL RESPONSIBILITY 1CSR1:-

Your Company does not fall under the purview of the provisions of the CSR expenditure and Composition of Committee as provided in the Section 135 of the Companies Act, 2013, hence no particulars are required to be given in this matter.

25. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTY:-

All related party transactions that were entered into during the financial year were at arms length basis and were in the ordinary course of business. All related Party Transactions were placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee has been obtained for the transactions which are of a foreseen and in repetitive nature. None of the Directors or any Key Managerial Personnel has any material pecuniary relationships or transactions vis-a-vis the Company.

Policy on Transactions with Related Parties as approved by the Board is uploaded on the Companys website at web link http:/ / www.starlineps.com/Investors-Relations/Code-of-Conduct&Policies/Policies/Policy%20on%20Related%20Party%20Transaction.pdf.

During the year, your Company has not entered into any significant material related party transactions/contracts/arrangements. Accordingly, the disclosure of related party transactions/contracts/arrangements as required under Section 134(3) (h) of the Companies Act, 2013 in Form AOC-2 is not applicable. Suitable disclosure as required under IND AS-24 has been made in Note to the Financial Statement.

26. PARTICULARS OF EMPLOYEES:-

Disclosures relating to remuneration and other details as required under Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of this Report "Annexure-1".

Information on particulars of employees remuneration as per Section 197(12) of the Act read with Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is reported to be Nil as there are no employees who are in receipt of remuneration above the prescribed limit.

The details of top ten employees in terms of remuneration drawn for financial year 2022-23 are as under:

Sr. N o.	Name of Employee	Designation	Age (in years)	Salary (per annum)	Qualification	Experience (in years)	Date of Joining	Last Employment
1	Ms. Vidhi Shah	Jewellery Designing	31	4,20,000	B.Com	3	01/09/2020	-
2	Ms. Meeta Shah	Back Office Executive	51	3,00,000	B.Com	3	01/07/2020	-
3	Ms. Swati Somani	Company Secretary & Compliance Officer	25	2,91,000	BBA, C.S.	1	25/05/2022
4	Ms. Mamta Gandhi	Accountant	55	3,60,000	B.Com	4	01/01/2022	-
5	Mr. Jinay Koradiya	Sales Executive	34	2,10,000	B.Com	6	01/10/2022	-

Note:

1. None of the employees mentioned above are related to any of the Directors of the Company.

2. All appointments are on permanent basis.

3. None of the employees mentioned above hold any of the shares of the Company along with their spouse and dependent children.

27. DISCLOSURES UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013:-

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder at workplace. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

During the Financial Year 2022-23, the Company had not received any complaints and no complaints were pending as on 31^st March, 2023. Further, the Company ensures that there is a healthy and safe atmosphere for every women employee at the workplace. The policy on Sexual Harassment at Workplace is placed on the Companys website at http: / / www.starlineps.com/Investors-Relations/ Code-of-Conduct&Policies/Policies/Policy%20on%20Sexual% 20Harassment%20at%20Workplace.pdf.

28. STATUTORY AUDITORS AND REPORT:-

M/s. Kansariwala & Chevli, Chartered Accountants, Surat (Firm Registration No. 123689W) were appointed as Statutory Auditors of the Company for a period of five years i.e., from the conclusion of the 10^th Annual General Meeting till the conclusion of the 15^th Annual General Meeting to be held in the year 2026.

The Statutory Auditors have given a confirmation to the effect that they are eligible to continue with their appointment and that they have not been disqualified in any manner from continuing as Statutory Auditors.

The Auditors Report does not contain any qualification. Notes to Accounts and Auditors remarks in their report are self-explanatory and do not call for any further comments.

29. REPORTING OF FRAUDS:-

There was no instance of fraud during the year under review, which required the Statutory Auditors or Secretarial Auditors to report to the Audit Committee, Board and/ or Central Government under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

30. INTERNAL AUDITORS AND REPORT:-

M/s. Atit Shah & Associates, Chartered Accountants of Surat (Firm Registration No. 131493W) is acting as Internal Auditors of the Company and has conducted periodic audit of all operations of the Company. The Audit Committee of the Board of Directors has reviewed the findings of Internal Auditors regularly.

31. SECRETARIAL AUDITORS AND SECRETARIAL AUDIT REPORT:-

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 has appointed Mr. Manish R. Patel, Company Secretary in Practice of Surat (Certificate of Practice No. 9360) to undertake the Secretarial Audit of the Company for the Financial Year 2022-23. The Secretarial Audit Report for the F.Y 2022-23 in form MR-3 is attached to this report as "Annexure-2". The report contains following qualification, reservation or adverse remarks:

Sr. No	Secretarial Auditors Qualification, Reservation or adverse remarks	Management Justification
1	Pursuant to SEBI Circular No.: SEBI/HO/CFD/DCR1/ CIR/P/2018/85 dated 28th May, 2018, regarding System- driven Disclosures of Designated Depository, the Company has not submitted requisite information in time to the Designated Depository	The remark is self-explanatory and the Company will take appropriate steps for timely compliance in future.

In terms of the provisions of the Circular No CIR/ CFD/CMD1/27/2019 dated 8th February, 2019 issued by Securities and Exchange Board of India (SEBI), Mr. Manish R. Patel, Company Secretary in Practice of Surat (Certificate of Practice No. 9360) have issued the Annual Secretarial Compliance Report for the financial year ended 31^st March, 2023. The above said Report for financial year 2022-23 has been submitted to the stock exchanges within 60 days of the end of the said financial year and available on website of the company http:/ /www.starlineps.com/Investors-Relations/Reg24A-Annual%20Secretarial% 20Compliance/Secretarial% 20Compliance%20Report% 20for%20FY%202022 -23.pdf

32. MANAGEMENTS DISCUSSION AND ANALYSIS REPORT:-

The Managements Discussion and Analysis Report provides a perspective of economic and social aspects material to your Companys strategy and its ability to create and sustain value to your Companys key stakeholders. Pursuant to the provisions of Regulation 34 read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Managements Discussion and Analysis Report capturing your Companys performance, industry trends and other material changes with respect to your Company for the year ended 31^st March, 2023 is attached to this report as "Annexure - 3".

33. CORPORATE GOVERNANCE:-

The Report on Corporate Governance for FY 2022-23 as stipulated under Regulation 34(3) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is attached herewith and forms a part of this report" Annexure -4".

Your Company is committed to maintain the highest standards of Corporate Governance, reinforcing the valuable relationship between the Company and its Stakeholders.

34. MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR AND THE DATE OF THE BOARD REPORT:-

There are no material changes and commitments, affecting the financial position of the Company which occurred between the end of the financial year to which the financial statements relate and the date of this report.

35. PREPARATION OF ANNUAL ACCOUNTS FOR FINANCIAL YEAR 2022-23:-

Pursuant to the MCA Circular regarding applicability of the Companies (Indian Accounting Standards (IND AS) Rules, 2015 the Company is required to prepare its Financial Statements for the Financial year ended 31^st March, 2023 in accordance with IND AS.

36. CHANGE IN THE NATURE OF BUSINESS:-

For sustained growth in the future, Company wants to rely on its main business of trading of Precious Metals, Stones & Jewellery. Hence, there is no change in the nature of the business of the Company during the year under review.

37. LISTING FEES:-

The Company has paid the applicable listing fees to the Stock Exchange till date.

38. RISK MANAGEMENT:-

Notwithstanding the fact that the Company is outside the purview of the applicability of Risk Management Committee as per SEBI (LODR) Regulations 2015, the Company has in place a mechanism to identify, assess, monitor and mitigate various risks to key business objectives. The Board of the Company has also constituted a Risk Management Committee to frame, implement and monitor the risk management plan for the Company. The said committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The Audit Committee has additional oversight in the areas of financial risks and controls.

The details pertaining to the composition of the Risk Management Committee are included in the Corporate Governance Report, which is a part of this report. A detailed exercise is being carried out to identify, evaluate, monitor and manage both business and non-business risks. At present; there are no risks which in the opinion of the Board threaten the existence of the Company.

39. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS, COURTS AND TRIBUNALS:-

During the year under review, no significant or material orders were passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its operations in future.

40. MAINTENANCE OF COST RECORD &AUDIT:-

Your Company is not required to maintain cost records as specified by the Central Government under Section 148(1) of the Companies Act, 2013. The provision of cost audit does not apply to your Company.

41. DISCLOUSURE ON SECRETARIAL STANDARDS COMPLIANCE:-

During the year under review, your Company has complied with all the applicable Secretarial Standards issued by The Institute of Company Secretaries of India and approved by the Central Government pursuant to Section 118 of the Companies Act, 2013.

42. DISPATCH OF ANNUAL REPORT THROUGH ELECTRONIC MODE:-

In compliance with the aforesaid MCA Circulars and SEBI Circular, Notice of the AGM along with the Annual Report 2022-23 is being sent only through electronic mode to those Members whose email addresses are registered with the Company, RTA or CDSL / NSDL ("Depositories").

Members may note that the Notice and Annual Report 2022-23 will also be available on the Companys website www.starlineps.com , website of the Stock Exchange i.e. BSE Limited at www.bseindia.com and on the website of National Securities Depository Limited ("NSDL") at www.evoting.nsdl.com.

43. HUMAN RESOURCES:-

The Company treats its "Human Resources" as one of its most important assets. The Companys culture promotes an environment that is transparent, flexible, fulfilling and purposeful. The Company is driven by passionate and highly engaged workforce. This is evident from the fact that the Companycontinues to remain the industry benchmark for talent retention.

During the year under review, there was a cordial relationship with all the employees. The Directors would like to acknowledge and appreciate the contribution of all employees towards the performance of the Company.

44. DISCLOSURE ABOUT THE APPLICATION AS MADE OR ANY PROCEEDING IS PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE (IBC), 2016:-

During the year under review, no application has been made or any proceeding is pending under the Insolvency and Bankruptcy Code (IBC), 2016.

45. DISCLOSURE ABOUT THE DIFFERENCE BETWEEN THE AMOUNTS OF VALUATION EXECUTED AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUION ALONG WITH THE REASON THEREOF:

During the year under review, no valuation has been executed with Bankers of the Company for one time settlement hence the question of difference between the amounts of valuation at the time of one time settlement and valuation at the time of taking loan does not arises.

46. ACKNOWLEDGEMENTS AND APPRECIATIONS:-

Your Directors would like to express their appreciation for the assistance and co-operation received from the Financial Institutions, the Bankers, Government authorities, customers, vendors and shareholders during the year under review. Your Directors also wish to record their recognition of the customer support and patronage by the corporate houses in and around Surat.

Your Directors also wish to place on record their deep sense of appreciation for the commitment displayed by all executives, officers and staff, which enable the Company to deliver a good allround record performance.

By Order of the Board of Directors

STARLINEPS ENTERPRISES LIMITED

SHWETKUMAR KORADIYA

Chairperson & Managing Director

DIN: 03489858

REGISTERED OFFICE:-

Shop - F/1, 1^st floor, Athwa Ark Shopping Centre, Opp. Yatim Khana, Athwa Gate,

Surat-395001, Gujarat, India

Place: Surat

Date: 29/08/2023