starlite components ltd share price Directors report


To,

The Members of

Starlite Components Limited

Plot No.F-108, MIDC Area, Satpur,

Nashik-422007 IN

Starlite Components Limited is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) pursuant to terms of Order passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench with effect from 29thJanuary 2020. CA Naren Sheth was appointed as Interim Resolution Professional by NCLT vide its Order dated 29thJanuary 2020. Its affairs, business and assets are being managed by the Interim Resolution Professional CA Naren Sheth who was appointed vide order dated 29thJanuary 2020 by Honble NCLT, Mumbai Bench.

Under Section 17 of the Insolvency & Bankruptcy Code;

a. The management of the affairs of the company shall vest in the Interim Resolution Professional.

b. The powers of the Board of Directors shall stand suspended and be exercised by the Interim Resolution Professional.

c. The officers and managers of the company if any shall report to the Interim resolution professional and provide access to such documents and records of the company as may be required by the Interim Resolution Professional.

d. The financial institutions maintaining accounts of the company shall act on the instructions of the Interim Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Interim Resolution Professional.

The Committee of Creditors have yet to approve a resolution plan for the Company

1. Financial Results (Amount in Rs. Lakhs)

PARTICULARS CURRENT YEAR (2022-23) PREVIOUS YEAR (2021-22)
Revenue from operations 214.12 204.59
Other income 1.60 2.11
Total Income 215.72 206.69
Finance expenses 0.04 0.14
Depreciation 54.55 54.55
Total Expenses 287.96 288.49
Profit/(Loss) Before Tax (72.24) (81.79)
Less: Current Tax - -
Less: Deferred Tax Liability (7.70) (4.07)
Profit/(Loss) after Tax (64.54) (77.72)

2. DIVIDEND:

In order to conserve resources for operational purposes and for further expansion of the business, your Directors have not recommended any dividend on the equity shares for the year under review.

3. BRIEF DESCRIPTION OF THE COMPANYS WORKING DURING THE YEAR / STATE OF COMPANYS AFFAIR:

Due to tightened market conditions and slump in the sales of the products of the company over the period of time there has been a considerable decline in the turnover of the Company, eventually the Company has sustained losses of Rs.64,54,000/- during the year as compared to a loss of Rs. 77,72,0007in the FY 2021-22. Further, the Company has achieved a turnover of Rs. 2,14,12,000/- against Rs. 2,04,59,000/- in the previous year. These figures clearly demonstrate the current market condition of the Company in the middle of overall market slowdown and fall in the demand for the products of the Company due to the new entrants in the market and the increasing competition.

4. SHARE CAPITAL:

At present the securities of the Company are listed on BSE Limited and the Shares of the Company were placed in Z category by BSE Limited.

During the year under review, the Authorized Share Capital of the Company was 1,80,00,000 Equity Shares of Rs.10/- each amounting to Rs.l8,00,00,000/-.Subscribed, Issued and Paid up Capital of the Company was 1,71,00,000 Equity Shares of Rs.10/-amounting to Rs.17,10,00,000/-.

5. CHANGE IN NATURE OF BUSINESS.IF ANY-

No change has taken place during the year in the nature of Companys business.

6. MATERIAL CHANGES & COMMITMENTS AFFECTING THE FINANCIAL POSITION WHICH HAVE OCCURRED BETWEEN DATE OF YEAR END TO THE DATE OF REPORT-

There have been no material changes affecting the financial position which have occurred between dates of year end to the date of Report.

7. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANYS OPERATIONS IN FUTURE :

The Company is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code2016 (IBC) in terms of Order passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench with effect from January 29th, 2020.

M/s. Shree Enterprises one of the Operational Creditor had filed an application with Honble NCLT Mumbai for initiation of Corporate Insolvency resolution process against the Company u/s.9 of the Insolvency and Bankruptcy Code, 2016.The Honble NCLT Mumbai after hearing the application vide its order dated 29/01/2020 admitted the application of the said operational creditor for initiation of Corporate Insolvency resolution process (CIRP) and has appointed CA NarenSheth (Reg. No. Registration No.lP/P- 00133- IBBI/IPA- 0013113- 1300133/2017-2018/10275) as Interim Resolution Professional (IRP).

8. SUBSIDIARIES. ASSOCIATES AND JOINT VENTURES/WHOLLY-OWNED SUBSIDIARIES:

The company has not any joint ventures/ wholly-owned subsidiaries. However, the Company has Associate Named as Solar Copyer Limited (CIN:U21098MP1976PLC001379) is the parent company holds 28.71% shares in the Company.

9. DEPOSITS:

The Company has not accepted any Deposits during the year within the meaning of Section 73 of Companies Act, 2013 and rules made thereunder

10. AUDITORS AND REPORTS:

The matters related to Auditors and their Reports are as under:

a. Statutory Auditors-

The Members of the Company at their 31st AGM held on September 26, 2022 have approved the appointment of M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W) as the Statutory Auditor of the Company for a period of 5(Five) consecutive year from the conclusion of the 31st AGM till the conclusion of 36th AGM of the company on such remuneration as may be mutually agreed by the Board and the Auditor.

The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of the appointment of Auditors, who were appointed in the Annual General Meeting, held on.

M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W), were appointed as the Statutory Auditors of the company in the 31st Annual General Meeting of the Company to hold the office upto the conclusion of 36th Annual General Meeting. However M/s. Jain Chhajed & Associates vide its letter dated August 14, 2022- resigned as the Statutory Auditors of the Company citing the reasons that the audit fees is not commensurate to the efforts that they would be incurring to conduct an audit for the Financial Year 2022- 2023 in accordance with the standards on auditing specified under section 143(10) of the Companies Act, 2013.

On Authority of IRP Insolvency Professional (IP) CA Naren at its meeting held on 03rd September, 2022 noted and accepted the resignation of M/s. Jain Chhajed & Associates. The Board also placed on record its appreciation to outgoing Auditors for their contribution to the Company with their audit processes and standards of auditing. In this regard, after obtaining their consent and eligibility certificate under Section 139(1) of the Companies Act, 2013, the Board of Directors of the Company at their meeting held on 03rd September, 2022 appointed M/s. Sharp Aarth & Co LLP, Chartered Accountants (Firm Registration Number: 132748W) as the Statutory Auditors to hold office for a period of 5 (Five) consecutive financial years, from the conclusion of the 31st Annual General Meeting of the Company until the conclusion of the 36th Annual General Meeting of the Company and to authorize the Board of Directors of the Company to fix their remuneration.

The Auditors Report do not contain any qualifications, reservations, adverse remarks or disclaimer.

b. Secretarial Auditors-

The Board has appointed M/s. Amit R. Dadheech & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31stMarch, 2023 is annexed herewith as Annexure2 to this Report.

c. Cost Auditors:

As the Company is operating in the service industry, cost audit is not applicable to the Company and hence no reporting is required.

11. CONSERVATION OF ENERGY. RESEARCH & DEVELOPMENT. TECHNOLOGY ABSORPTION. FOREIGN EXCHANGE EARNINGS AND OUTGO

A. Conservation of energv-

NA as the company under the CIRP and there are not any business operations during the year.

B. Technology ahsorption-

NA as the company under the CIRP and there are not any business operations during the year.

C. Foreign exchange earnings and Outgo-

Total Foreign Exchange Outgo is NIL & Earning is NIL by exports during the FY 2022-23

12. CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):

Section 17(1) of the IBC provides that from the date of appointment of the interim resolution professional,—

Starlite Components Limited is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) pursuant to terms of Order passed by the Honble National Company Law Tribunal (NCLT), Mumbai Bench with effect from 29th January 2020. CA Naren Sheth was appointed as Interim Resolution Professional by NCLT vide its Order dated 29th January 2020. Its affairs, business and assets are being managed by the Interim Resolution Professional CA Naren Sheth who was appointed vide order dated 29th January 2020 by Honble NCLT, Mumbai Bench.

It should be noted that pursuant to initiation of CIRP process against the Company, the Board of Directors stands suspended and the management of the affairs of the Company are being vested in interim resolution professional Mr. Naren Sheth.

13. BOARD MEETINGS-

The Board met 5 (Five) times during the financial year on the following dates;

20/05/2022

09/08/2022

03/09/2022

12/11/2022

13/02/2023

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013. The maximum interval between any two meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

14. AUDIT COMMITTEE:

No data available with RP, the company is under CIRP.

15. NOMINATION AND REMUNERATION COMMITTEE:

No data available with RP, the company is under CIRP.

16. VIGIL MECHANISM:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established.

17. PARTICULARS OF LOANS, GUARANTEES &INVESTMENTS U/S 186

The Company has not granted any loans or given guarantees - directly or indirectly to directors or any other person in whom directors are interested in contravention of Section 185 of the Companies Act, 2013. Accordingly, compliance under Section 185 and 186 of the Act in respect of providing securities is not applicable to the Company.

18. PARTICULARS OF CONTRACTS &ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)

All the Related Party Transactions entered into during the financial year were on arms length basis and were in ordinary course of business. The Detail of the related party entered between the Company and the related party are given in the Form AOC-2 as Annexure I

19. DEVELOPMENT & IMPLEMENTATION OF RISK MANAGEMENT POLICY:

Risk management practices seek to sustain and enhance long term competitive advantage of the Company. The Risk Management Policy of the Company is available on the website of the Company.

20. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

No data available with RP, the company is under CIRP.

21. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Social Welfare Activities has been an integral part of the Company since inception. The Company is committed to fulfill its social responsibility as a good corporate person. Section 135 of the Companies Act, 2013, has laid down the requirement for constitution of Corporate Social Responsibility Committee, which shall be responsible for laying down the CSR Policy, to a certain class or classes of Companies.

The compliance with Section 135 is applicable to specific class or classes of the Companies falling under the threshold mentioned under the Act and rules framed there under. However, our Company does not fall under the requisite threshold as mentioned under Section 135 during the financial year under review and thus the compliance with the relevant provision of the Companies Act, 2013 is not applicable.

22. CORPORATE GOVERNANCE:

As provided under Regulation 15(2) of the SEBI (LODR) Regulations, 2015, the compliance with Corporate Governance as specified in Regulation 17 to 27, 46 (2)(b) to (i) & para c, d & e of Schedule V

are not applicable to the Company as paid-up share capital doesnt exceed Rs. 10 Crore and Net Worth doesnt exceed Rs. 25 Crore, as on the CIRP commencement date.

23. DIRECTORS RESPONSIBILITY STATEMENT:

As the company is under CIRP, Directors Responsibility Statement are not applicable to the Company.

24. SEXUAL HARASSMENT OF WOMEN AT WORKPLACEfPREVENTION. PROHIBITION AND REDRESSAL) ACT. 2013-

The Company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated under —The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act 2013. An Internal Committee has been setup to redress the complaints received regarding sexual harassment at work place.

The following is the summary of sexual harassment complaints received and disposed of during the current financial year.

Number of Complaints received: Nil Number of Complaints disposed of: Nil

25. DEMATERIALIZATION OF SHARES

Shareholders are requested to convert their physical holding to demat /electronic form through any of the Depository Participants to avoid any possibility of loss, mutilation etc. of physical share certificates and also to ensure safe and speedy transaction insecurities.

26. ACKNOWLEDGEMENTS:

The Directors greatly value the support and co-operation received during the year from the Companys Bankers, Statutory Authorities and all organizations connected with its business. The Directors also take pleasure in commending the valuable contributions made by the Companys employees at all levels during the year under review.

Date: September 08, 2023 For and On Behalf of Board of Directors Of
Place: Nasik Starlite Components Limited (Company under Corporate Insolvency Resolution Process)
Registered Office: -sd
Plot No.F-108,MIDCA Mr .Naren Sheth,
rea,Satpur,Nashik-422007 Resolution Professional (IHP) Registration No.(IBBI-IPA-001/IP- P00133/2017-18/10275)