Dear Shareholders,
Your Directors have pleasure in presenting the Thirty- Ninth (39th) Annual Reports
together with the audited statement of accounts for the financial year ended on 31st March
2023.
Financial Results
The performance of the Company for the financial year ended on 31st March
2023 on standalone basis is summarized below:
(Rs in Crores)
Particulars |
Standalone |
| 2022-23 |
2021-22 |
Gross Receipts |
9.95 |
21.25 |
Gross Profit before Interest and Depreciation |
(2.24) |
3.68 |
Less: Interest |
(8.66) |
(24.39) |
Less: Depreciation |
(4.44) |
(8.79) |
Loss Before Tax |
(15.34) |
(29.50) |
Add/(Less): Tax Expense |
0.00 |
0.00 |
Exceptional Item |
50.89 |
2.79 |
Profit/( Loss) After Tax |
35.64 |
(26.71) |
Brief Profile of the Company
Starlog Enterprises Limited is a crane rental Company incorporated in 1983. Starlog
owns and operates cranes up to 600 MT capacity. Starlog is on the road to becoming a debt
free Company and there are plans to further enhance the range and limits of our capacity
to meet Indias growing needs for energy, infrastructure and natural resources.
Financial Year 2022-23 was beneficial to the Company as it successfully reduced debt
and as on 31.03.2023, received "no-dues certificates" from 7 out its 8
banks/lenders, whereas, on the other hand, the Companies revenues and assets came down as
it had to sell assets to reduce/clear its debts.
Operating Results and Business Review
During the year under review, your Company recorded Gross Receipts of Rs 9.95 Crores
vis-a-vis Rs 21.25 Crores in the previous year. Your Company has recorded profit of Rs
35.64 Crores vis-a-vis a loss of Rs 26.71 Crores in the previous financial year.
Dividend
Your Directors have not recommended any dividend on Equity Shares for the year under
review.
Particulars of Loans, Guarantees or Investments
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
Significant and Material Orders passed by the Regulators or Courts
During the year under review, no significant and material orders were passed by any
regulatory authority or courts.
Extract of Annual Return
Pursuant to Section 134(3) (a) and Section 92(3) of Companies Act, 2013 read with Rule
12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the
Annual Return in form MGT-9 is annexed herewith as "Annexure A" to this
Report. Additionally, the Company has also placed a copy of annual return of the financial
year 2022-23 on its website at https://www.starlog.in/financials/annual-reports/.
Board Meetings and Attendance
Serial No. of meeting |
Date of meeting |
1 |
30 May 2022 |
2 |
13 Aug 2022 |
3 |
14 Nov 2022 |
4 |
14 Feb 2023 |
The necessary quorum was present for all the meetings. The maximum interval between any
two meetings did not exceed 120 days.
Other Additional details of the Directors, their meetings, attendance etc. have been
given in the Corporate Governance Report (Annexure -D) which forms a part of this
Annual Report.
Details of Directors / Key Managerial Personnel Appointed or Resigned During the Year
The Nomination and Remuneration Committee and the Board of Directors have carried out
the annual performance evaluation of all the Directors including Independent Directors,
Non-executive non-Independent Directors and Managing Director and the Board as a whole.
Declaration given by Independent Directors under Section 149(6) of the Companies Act,
2013
All Independent Directors of the Company have given their respective declaration as
required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the
criteria of independence as provided in Section 149(6) of the Companies Act, 2013.
Board Evaluation
Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and
Disclosure Requirements) Regulations, 2015 the Board has carried out a formal review for
evaluation of its own performance and the directors individually. The performance of the
Board was evaluated on the basis of criteria such as the Board composition and structure,
effectiveness on processes, participation in assessment of annual operating plan, risks
etc. The individual directors are evaluated on factors like leadership quality, attitude,
initiatives and responsibility undertaken, decision making, commitment and achievements
during the financial year.
Nomination and Remuneration Policy
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of Directors, Senior Management and their
remuneration. The said Nomination & Remuneration Policy is provided under the
Corporate Governance Report.
Directors Responsibility Statements:
Pursuant to the requirements under Section 134(3) (c) of Companies Act, 2013, with
respect to Directors Responsibility Statement, it is hereby confirmed that:
i) in the preparation of the Annual Accounts for the year ended March 31, 2023, the
applicable accounting standards have been followed and there is no material departure from
the same;
ii) the Directors have 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 as at March 31, 2023 and of the loss of
the Company for the year ended on that date;
iii) the Directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the Company and for preventing and detecting fraud and
other irregularities;
iv) the Directors have prepared the accounts for the year ended on March 31, 2023 on a
going concern basis;
v) the internal financial controls were in place and that the financial controls were
adequate and were operating effectively; and
vi) the Directors have devised proper systems to ensure compliance with the provisions
of all applicable laws and that such systems were adequate and operating effectively.
Reporting Of Frauds
Pursuant to the provisions of Section 134(3) (ca) of Companies Act, 2013, it is hereby
confirmed that during the year 2019-20 there have been no frauds reported by the auditors.
Auditors Appointment/Ratification
M/ s. Gupta Rustagi & Co (ICAI Firm Registration NO. 128701W) is appointed as
statutory auditors for a period of Five (5) years. Therefore, M/s. Gupta Rustagi & Co,
continues to hold the office as statutory auditors of the Company for the year 2022-23.
Secretarial Audit
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 M/s Ritul Parmar, Company Secretaries in Practice to undertake the Secretarial
Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure
B".
Related Party Transactions
In terms of the SEBI (LODR) Regulations, 2015, the Board of Directors of your Company
has approved Related Party Transactions Policy on dealing with Related Party Transactions.
The policy may be accessed at the web-link http: / / www.starlog.in/html/Corporate.html
All related party transactions are presented to the Audit Committee for approval. A
statement of all related party transactions is presented before the Audit Committee on
quarterly basis, specifying the nature, value and terms and conditions of transactions.
Since all related party transactions entered into by the Company were in ordinary course
of business and were on an arms lengths basis, Form AOC-2 is not applicable to Company.
Further, Related Party Transactions / disclosures are in the notes to financial
statements.
Business Risk Management
Pursuant to the requirement of Section 134(3) (n) of the Companies Act, 2013, a risk
management policy has been framed by the Company indicating the identification of risk
related to the business of the Company which may threaten its existence. This policy
defines the risk management approach across the organization at various levels including
documentation and reporting.
Vigil Mechanism/Whistle Blower Policy
The Company has framed a Vigil Mechanism Policy to deal with instance of fraud and
mismanagement, if any. The details of the policy are explained in the Corporate Governance
Report and also posted on the website of the Company. The Vigil Mechanism enables the
Directors, employees and all stakeholders of the Company to report genuine concerns and
provides for adequate safeguards against victimization of person who use Vigil Mechanism
and also makes provision for direct access to the Chairman of the Audit Committee.
Committees of The Board
The Details regarding Committees of the Board are mentioned in Corporate Governance
Report.
Familiarization Programme of Independent Directors
Your Company has framed various programs to familiarize the Independent Directors with
the Company, their roles, rights, responsibilities in the Company, nature of industry in
which the Company operates, business model of the Company, etc. Your Company aims to
provide its Independent Directors, insight into the Company to enable them to contribute
effectively. The Company schedules regular meetings for Independent Directors. During
these meetings, comprehensive presentations are made on the various aspects such as
business models, new business strategies and initiatives by business leaders, risk
minimization procedures, recent trends in technology, changes in domestic/overseas
industry scenario, digital transformation, and other regulatory regime affecting the
Company. These meetings also facilitate Independent Directors to provide their inputs and
suggestions on various strategic and operational matters directly to the business. The
details of the familiarization Programme are also available on the website of the Company
at http://www.starlog.in/html/Corporate.html
Consolidated Financial Statements
The Annual Audited Consolidated Financial Statements are based on the Financial
Statements received from Subsidiaries as approved by their respective Board of Directors
and have been prepared in accordance with Indian Accounting Standards (Ind AS) which have
been notified by the Ministry of Corporate Affairs from time to time and form part of this
Annual Report.
Corporate Governance
In accordance with Schedule V of SEBI (Listing Obligation and Disclosure Requirements),
Regulations, 2015 and the provisions of the Companies Act, 2013, a separate Section on
Corporate Governance Report together with a
certificate from the Companys Auditors confirming compliance and Management Discussion
Analysis Report are forming part of this Annual Report.
Material Changes and Commitments
There have been no material changes and commitment affecting the financial position of
the Company during the financial year 2022-23.
Report on the Performance and Financial Position of each of the Subsidiaries,
Associates and Joint Venture Companies in terms of Rule 8(1) of Companies (Accounts)
Rules, 2014
In accordance with the provisions of Companies Act, 2013 ("the Act"), SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing
Regulations") and Accounting Standard (AS)-21 on Consolidated Financial Statement,
the Audited Consolidated Financial Statement forms part of the Annual Report. The
statement containing the salient features which is required to be given in Form AOC -1 are
provided under notes to the Consolidated Financial Statement of the Company. Hence not
repeated for the sake of brevity. As on 31st March, 2023, the Company had the following
Subsidiaries / Joint ventures / Associate Company:
Subsidiaries
The Company has the following subsidiaries1:
1. Starport Logistics Limited
2. Starlift Services Private Limited
3. Kandla Container Terminal Private Limited
4. ABG Turnkey Private Limited (through Starport Logistics Limited)
Associates
The following are Associates of the Company:
1. South West Port Limited
2. ALBA Asia Private Limited
3. West Quay Multiport Private Limited2
1 During the Financial Year 2022-23, step down subsidiary(ies) of the Company
India Ports & Logistics Private Limited and Dakshin Bharat Gateway Terminals Private
Limited no longer remained subsidiary(ies).
2 Section 2(87) companies Act,2013, defines a "subsidiary company" or
"subsidiary", in relation to any other company (that is to say the holding
company), as a company in which the holding company:
(i) controls the composition of the Board of Directors; or
(ii) exercises or controls more than one-half of the total share capital either at its
own or together with one or more of its subsidiary companies:
"Total Share Capital", for the purposes of section 2(87), means aggregate of
the:-
(a) paid-up equity share capital and
(b) convertible preference share capital.
ALBA Asia Private Limited holds 99.915% of total share capital and controls the Board
of Directors of West Quay Multiport Private Limited, Hence, ALBA Asia Private Limited is
holding company of West Quay Multiport Private Limited in term of Companies Act, 2013.
Starport Logistics Limited ("Starport") had issued a nationwide advertisement
to sell the shares of ALBA Asia Private Limited ("ALBA"), pursuant to which
divestment of 10,000 equity shares was done in the year. This has resulted in a change of
the status of ALBA from Jointly Controlled Company to Associate Company. As on Balance
sheet date, due to suspension of ISIN of ALBA, the said shares are not transferred to the
beneficiary and held by Starport in Trust for the beneficiary.
Particulars of Loans, Guarantees or Investments by The Company
The Company has given loans covered under the provisions of Section 186 of the
Companies Act, 2013. The details of the loans or investments made by Company are given in
the Notes to the financial statements.
Fixed Deposit
Your Company has not accepted any Fixed Deposits within the meaning of Sections 73 of
the Companies Act, 2013 from the public during the financial year ended on 31st March,
2023.
Explanation and Comments on Emphasis made by Auditors
The observations made in the Auditors Report are self-explanatory and therefore do not
call for any further comments.
Disclosure about Cost Audit
Cost Audit is not Applicable to the Company.
Ratios of Remuneration to Each Director
The disclosure pertaining to remuneration and other details as required to be furnished
pursuant to Section 197 (12) read with Rule 5(1) of Companies (Appointment &
Remuneration of Managerial Personnel) Rules, 2014 are as follows:
a. The ratio of the remuneration of each director to the median remuneration of the
employees of the Company for the financial year ended on 31st March, 2023 is 8:1
b. The percentage increase in remuneration of each director, Chief Executive
Officer, Chief Financial Officer, Company Secretary in the financial year -NIL
c. The percentage increase in the median remuneration of employees in the financial
year is NIL
d. The number of contractual & permanent employees on the rolls of Company are
Forty One (41).
e. Average percentile increases already made in the salaries of employees other
than the managerial personnel in the last financial year and its comparison with the
percentile increase in the managerial remuneration and justification thereof and point out
if there are any exceptional circumstances for increase in the managerial remuneration: NIL
as no increase in remuneration was made to any managerial personnel during the year under
review.
f. Affirmation that the remuneration is as per the remuneration policy of the
Company: The Board of Director affirms that remuneration is as per the Remuneration
Policy of the Company.
The statement containing particulars of top 10 employees and the employees drawing
remuneration in excess of limits prescribed under Section 197 (12) of the Act read with
Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 are attached as "Annexure - E".
Listing With Stock Exchange
The Company confirms that it has paid the Annual Listing fees for the year 2022-23 to
Bombay Stock Exchange where the Companys Shares are listed.
Issue of sweat equity shares/issue of shares with differential rights/issue of shares
under employees stock option scheme.
The Company has not issued any sweat equity shares/ Issue of Shares with Differential
Rights/Issue of Shares under Employees stock option scheme during the year under review
i.e., 2022-23.
Disclosure on purchase by company or giving of loan by it for purchase of its shares.
The Company has neither purchased nor given any loan to anyone for purchase of its
shares.
Buy Back of Shares
The Company has not considered any proposal for buyback of shares during the year under
review. Management Discussion and Analysis
As per the requirement of Regulation 34(2) and 53(f) read with Schedule V of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management
Discussion and Analysis of the events, which have taken place and the conditions
prevailed, during the period under review, are enclosed in "Annexure-C" - to
this Report.
Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo
Considering the nature of business activities being carried out by the Company, the
Directors have nothing to report regarding conservation of energy and technology
absorption required to be furnished pursuant to Section 134(3) (m) of the Companies Act,
2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014. The information related
to Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part
of the Annual Report.
Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition
& Redressal) Act, 2013
The Company has in place an Anti-Sexual Harassment Policy in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013.
The following is a summary of sexual harassment complaints received and disposed of
during the year 2021-22.
No of complaints received : |
Nil |
No of complaints disposed off : |
Nil |
Green Initiative
Your Company has taken the initiative of going green and minimizing the impact on the
environment. The Company has been circulating the copy of the Annual Report in electronic
format to all those
Members whose email addresses are available with the Company. Your Company would
encourage other Members also to register themselves for receiving Annual Report in
electronic form.
Acknowledgement
Your Directors would like to express their sincere appreciation for the support and
co-operation extended by bankers, financial institutions, regulatory bodies, government
authorities, shareholders and specifically the contribution made by the employees of the
Company in the operations of the Company during the year under review. Your Directors look
forward to their continued support.
For and on behalf of Board of Directors Starlog Enterprises Limited
SD/-
Saket Agarwal Managing Director DIN: 00162608
Place: Mumbai Date: 08.09.2023
+91-9892691696
