To,
The Members of STEL Holdings Limited,
The Board of Directors have pleasure in presenting the Thirty Third Annual Report of
your company along with the audited financial statements and related annexures, for the
financial year ended March 31, 2023. The consolidated performance of the Company and its
subsidiaries has been referred to wherever required.
1. Financial Highlights
The revenue of the Company predominantly consists of dividend income. The net profit
after tax of the company for the year ended March 31, 2023 was Rs. 1226.94 lakhs.
(Rs in lakhs)
Particulars |
Standalone |
Consolidated |
|
FY 2022-23 |
FY 2021-22 |
FY 2022-23 |
FY 2021-22 |
Total Income |
1716.17 |
2007.09 |
1716.17 |
2007.09 |
Profit / Loss before Tax |
1642.34 |
1944.24 |
1641.30 |
1943.30 |
Provision for Taxation |
415.40 |
482.48 |
415.40 |
482.48 |
Profit/Loss after Tax |
1226.94 |
1461.75 |
1225.89 |
1460.81 |
Other Comprehensive Income for the period |
6278.15 |
(5319.93) |
6278.15 |
(5319.93) |
2. Operations of the Company
Our Company is a Core Investment Company; hence investments are made in various group
companies and dividend received from investee companies constitutes the major source of
income for the Company. The standalone operating income of the Company is derived from a
mix of dividend and interest income.
During the year, total income of the company was Rs 1716.17 lakhs as against 2007.09
lakhs in the previous year. The Company recorded a Net profit (after tax) of Rs 1226.94
lakhs as against Net Profit (after tax) of Rs 1461.75 lakhs in the previous year. The
dividend payout ratio of few investee companies was comparatively lesser than the previous
year payout ratio which resulted in lower income from operations of the company thereby
reducing the profit for the year.
On a Consolidated basis, our Company achieved a revenue of Rs 1716.17 lakhs in FY
2022-23 as against 2007.09 in the previous year. Company earned a net profit of Rs
1225.89 lakhs as against Rs 1460.81 lakhs in the previous year.
3. Material Changes and Commitments affecting the financial position of the company
which have occurred between the end of the financial year of the company to which the
financial statements relate and the date of the report
There are no material changes and commitments, affecting the financial position of the
Company that have occurred between the close of the financial year ended 31st March, 2023
and the date of this Boards Report.
Change in the Nature of Business
During the year under review, there was no change in the nature of the business. The
Company is a Core Investment Company which invests in the securities of group companies.
4. Dividend
Your directors have not declared any dividend on equity shares for the year ended March
31, 2023, in order to conserve the resources for the future years. There are no amounts to
be transferred to Investor Education and Protection Fund.
Total amount lying in the Unpaid Dividend Account of the company in respect of the last
seven years - Nil
When such unpaid Dividend is due for transfer to the IEPF - NA.
The amount of Dividend, if any, transferred by the company to the Investor Education
and Protection Fund during the year - NA
5. Transfer to reserves
As permitted under the provisions of the Act, the Board does not propose to transfer
any amount to general reserve. The closing balance of the retained earnings of the Company
for FY 2022-23, after all appropriation and adjustments, was Rs 7615.79 lakhs (as on 31st
March, 2022 Rs 6388.85 lakhs).
6. Share Capital
The paid-up Equity Share Capital of the Company as on March 31, 2023 was Rs 1845.54
lakhs. There was no change in the share capital during the year under review.
7. Annual Return
Pursuant to Section 92(3), Section 134(3)(a) of the Act read with Rule 12 of the
Companies (Management and Administration) Rules,2014, the Company has placed a copy of the
Annual Return as at 31st March, 2023 on its website at: https://www.stelholdings.com under
Investor Corner tab.
8. Listing
The Equity Shares of the Company continue to remain listed on BSE Limited and National
Stock Exchange of India Limited.
9. Deposits
The Company has not accepted any deposit within the meaning of subsection 31 of Section
2 and Section 73 of the Companies Act, 2013 and the Rules framed thereunder during the
year under review. As on March 31, 2023, there were no deposits lying unpaid or unclaimed.
10. Particulars of Loans, Guarantees or Investments
Being an Investment Company, provisions relating to the investments as per Section 186
of the Act are not applicable to our Company and during the period under review. Our
Company has not provided any loans or guarantees as prescribed under the provisions of
Section 186 of the Act.
11. Conservation of Energy, Technology Absorption and Foreign Exchange earnings and
Outgo
The Additional information required under the provisions of Section 134(3)(m) of the
Companies Act, 2013 read with the Companies (Accounts) Rules, 2014 and forming part of the
Report is reproduced herewith:
(a) Conservation of energy and technology absorption:
As the Company holds investments in the other Companies, there are no particulars
regarding conservation of energy and technology absorption, as required under provisions
of the Act and rules made thereunder.
(b) Foreign Exchange earnings and outgo:
Total foreign exchange inflow: Nil Total foreign exchange outflow: Nil
12. Consolidated Financial Statements
In accordance with the provisions of sub-section (3) of Section 129 of the Act and SEBI
Listing Regulations, the Consolidated Financial Statements of the Company, including the
financial details of its subsidiary companies, forms part of this Annual Report. The
Consolidated Financial Statements have been prepared in accordance with the Accounting
Standards prescribed under Section 133 of the Act.
13. Subsidiary & Associate Company
As on March 31, 2023, the Company has a wholly owned subsidiary, Doon Dooars
Plantations Limited ("DDPL"), which carries on the business of forming tea
estate on any lands, cultivation of tea plants and other products, preparation of tea and
any other products upon any lands, purchase and sale of tea, tea seeds etc.
During the year under review, DDPL has not commenced any business operations. Hence the
company have not generated any income and does not have any revenue from operations. DDPL
has incurred a loss of Rs. 1.04 lakhs during the year ended March 31,2023.
The annual accounts of the subsidiary is available on the website of our company under https://stelholdings.com/subsidiaries-financials/.
The same may also be made available to shareholders of the company on request. The
consolidated financial statements of the company along with its subsidiary prepared for
the year 2022-23 in accordance with relevant Indian Accounting Standard issued by
Institute of Chartered Accountants of India forms part of the Annual Report.
The consolidated financial results of the company reflect the operations of Doon Dooars
Plantations Limited ("DDPL"). As DDPL have not generated any revenue during the
year, there is no significant contribution of DDPL in the overall performance of our
company.
None of the companies has become or ceased to be a subsidiary or associate of the
Company.
The Company holds investments in CFL Capital Financial Services Limited (CFL CFSL). The
Honble High Court of Calcutta had passed an order on October 06, 2015, for liquidation of
CFL CFSL based on an application filed by a creditor of the company. The office of the
official liquidator, Calcutta had took over possession of the Registered office of CFL
CFSL on November 19, 2015 along with books, records and assets.The investment in CFL
Capital Financial Services Ltd. (CFL) does not fall under the definition of associate
company within the meaning of Sec. 2(6) of the Act as the Company does not have
significant influence over CFL CFSL such as representation on the Board of Directors of
CFL CFSL, participation in policy making processes, transactions between the Company and
CFL CFSL, interchange of managerial personnel, provision of essential technical
information, etc. As a result, the Company is not treating CFL CFSL as an associate for
the purpose of consolidating its financial statements.
A Report on the performance and financial position of the Subsidiary and Associate
Company pursuant to Rule 5 of Companies (Accounts) Rules, 2014 is marked as Annexure -A in
Form AOC-1 and forms a part of this Report.
The Company has framed a policy for determining material subsidiaries in terms of
Regulation 16 (1)( c ) of the SEBI ( Listing Obligations and Disclosure Requirements)
Regulations, 2015 and has uploaded the same on website and at : https://stelholdings.com/code-policies/.
Further, pursuant to the provisions of Section 136 of the Act, the financial statements
of the Company, consolidated financial statements along with relevant documents and
separate audited financial statements in respect of subsidiaries, are available on the
website of the Company.
14. Corporate Governance Report and Management Discussion and Analysis Report
Your company has taken adequate steps to adhere to all the relevant stipulations laid
down in the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 on
Corporate Governance. A separate report on the Corporate Governance (Annexure-D), The
Management Discussion and Analysis (Annexure- C) and the Practicing Company Secretarys
certificate (Annexure-B) regarding compliance of conditions of Corporate Governance are
made part of the Annual Report.
15. Directors and Key Managerial Personnel
The Board of your Company consists of the following Eight Directors:
Category |
Name of Directors |
Executive Director |
Mr. Abraham Ittyipe |
|
Mr. Mahesh Narayanaswamy |
Non-Executive Non - Independent Director |
Mr. Kaushik Roy |
|
Mr. Alok Kalani |
|
Mr. H.C Dalal |
|
Mr. Umang Kanoria |
Non- Executive Independent Director |
Mr. Prem Kapil |
|
Mrs. Suhana Murshed |
The composition of the Board is in line with the requirements of the Companies Act,
2013 and the SEBI (Listing Obligations and Disclosure Requirements) (LODR) Regulations,
2015. All the Directors are having vast knowledge and experience in their relevant fields
and the Company had benefitted immensely by their presence in the Board. The key Board
qualifications, expertise, attributes are given in details in the Report on Corporate
Governance forming part of this Report.
During the year under review, the non-executive directors of the Company had no
pecuniary relationship or transactions with the Company, other than sitting fees, and
reimbursement of expenses incurred by them for the purpose of attending meetings of the
Board/Committee of the Company.
In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17
(1) (a) of the SEBI (LODR) Regulations, 2015, the Company shall have at least one Woman
Director on the Board. Your Company has Mrs. Suhana Murshed as woman director on the
Board.
The Company has Mr. Abraham Ittyipe as its Wholetime Director, Mr. Sivaram Neelakantan
Krishnan as its Chief Financial Officer and Ms. Lakshmi P.S as its Company Secretary who
are designated as Key Managerial Personnel within the meaning of Section 203 of the
Companies Act, 2013.
15.1 Changes in Directors and Key Managerial Personnel (KMP) during the Financial Year
2022-23
During the year under review, Mr. Sunil Bhandari, a Non- Executive Non Independent
Director of the Company resigned from directorship w.e.f August 01,2022 on account of
other professional commitments. Board had placed on record its deep appreciation for the
invaluable support and guidance received from Mr. Sunil Bhandari during his tenure as a
Non-Executive Non Independent Director of the Company.
Based on the recommendation of the Nomination and Remuneration Committee (NRC), the
Board of Directors had appointed Mr. Alok Kalani as an Additional Director in
Non-Executive Non-Independent category, on the Board of the Company w.e.f. August 12,2022.
The appointment was approved by the Members of the Company at the last Annual General
Meeting of the Company held on September 29,2022 by passing the requisite resolution in
this regard.
Apart from the above, there were no changes in the Directors and the Key Managerial
Personnel (KMP) of the Company, during the year under review.
As per the provisions of the Section 152 of the Companies Act, 2013 and Articles of
Association of the Company, Mr. Mahesh Narayana swamy, Non-Executive Non Independent
Director is liable to retire by rotation at the ensuing Annual General Meeting and being
eligible, offers himself for re-appointment.
In compliance with sub-regulation (3) of Regulation 36 of SEBI Listing Regulations and
Secretarial Standard - 2 on General Meetings, brief resume, expertise and other details of
Director proposed to be appointed/re-appointed are given in the Notice convening the
ensuing Annual General Meeting. The Board recommends the appointment/re-appointment of
Director as stated above in the ensuing Annual General Meeting.
The Policy on Directors appointment and remuneration, including the criteria for
qualifications, positive attributes and independence of directors forms a part of the
Corporate Governance Section of the Annual Report.
During the year under review, 4 (Four) meetings of the Board of Directors were held,
details of which are set out in the Corporate Governance Report which forms a part of this
Report.
15.2 Declaration by Independent Directors
In terms of the provisions of sub-section (6) of Section 149 of the Act and Regulation
16 (1) (b) and 25 (8) of SEBI Listing Regulations including amendments thereof, the
Company has received declarations from all the Independent Directors of the Company that
they meet with the criteria of independence, as provided in the Act and SEBI Listing
Regulations. There has been no change in the circumstances affecting their status as an
Independent Director during the year.
The Board is of the opinion that the Independent Directors of the Company possess
requisite qualifications, experience and expertise and they hold highest standards of
integrity. The Independent Directors have confirmed that they have registered their names
in the data bank maintained with the Indian Institute of Corporate Affairs (IICA). As
per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors)
Rules,2014, all the Independent Directors of the Company are exempted from undertaking the
online proficiency self-assessment test.
15.3 Board Evaluation
The Annual Evaluation as required under the Act and the Listing Regulations has been
carried out by the Board of Directors of its own performance, the performance of each
individual Director (including its chairperson) and its Committees. For this purpose, an
Evaluation Questionnaire which was prepared considering the criteria for evaluation in
accordance with the Companys "Nomination and Remuneration Policy", approved by
the Board of Directors on recommendation of the Nomination and Remuneration Committee,
taking into account the applicable provisions of the Act and the rules made thereunder,
the Listing Regulations read with the Circulars issued by SEBI in this regard, which
inter-alia covered various aspects such as participation in meetings, contributions to
strategic decision making, core governance and compliance, etc. The aforesaid Evaluation
Questionnaire was circulated to all the Directors and their responses were received in a
sealed envelope addressed to the Chairman of the Board of Directors. Further, the
Independent Directors of the Company met once during the year on Monday, March 06,2023 to
review the performance of the Non-executive directors, Chairman of the Company and
performance of the Board as a whole and to assess the quality, quantity and timeliness of
flow of information between the management and the Board which is necessary for the Board
to effectively and reasonably perform their duties.
15.4. Policy on Appointment and Remuneration of Directors, KMP, Senior Management
Personnel and Other employees
The Board based on the recommendation of the Nomination and Remuneration Committee has
formulated a policy on remuneration of Directors, Key Managerial Personnel and Senior
Management of the Company pursuant to the provisions of subsection (3) of Section 178 of
the Act and SEBI Listing Regulations. The policy inter-alia covers the appointment,
including criteria for determining qualification, positive attributes, independence and
remuneration of its Directors, Key Managerial Personnel, Senior Management Personnel and
other employees.
The Nomination and Remuneration Policy is enclosed as Annexure - E to this
report and is also available on the website of the company at https://stelholdings.com/code-policies/
15.5 Policy on Board Diversity
The Policy on Companys diversity on the Board is provided on the website of the
Company and can be assessed at https://stelholdings.com/code-policies/
16. Board Committees
Detailed composition of the mandatory Board committees namely Audit Committee,
Nomination and Remuneration Committee, and Stakeholders Relationship Committee, number of
meetings held during the year under review and other related details including attendance
are set out in the Corporate Governance Report which forms a part of this Report.
There have been no situations where the Board has not accepted any recommendation of
the Audit Committee.
17. Directors Responsibility Statement as required under Section 134 of the Companies
Act, 2013.
Pursuant to the provisions of clause (c) of sub-section (3) and sub-section (5) of
Section 134 of the Act, the Board of Directors of the Company hereby 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 and there were no 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 as at
March 31, 2023 and of the profit of the company for the period ending March 31, 2023;
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 for the financial year ended on March
31,2023 on a going concern basis;
e) the directors, had laid down internal financial controls to be followed by the
company and that such internal financial controls are adequate and were operating
effectively.
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.
18. Auditors:
18.1 Statutory Auditor
The Statutory Auditors Report for the FY 2022-23 does not contain any qualification,
reservation, adverse remark or disclaimer. The Report is enclosed with the financial
statements in this Annual Report. M/s. G. Joseph & Associates, Chartered Accountants
(Firm Registration Number: 006310S) was appointed as the statutory auditors of the
Company, to hold office for a term of five consecutive years from the conclusion of the
32nd Annual General Meeting("AGM") of the Company held on September 29,2022,
until the conclusion of the 37th AGM to be held held in the year 2027, as required under
Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules,
2014.
Details in respect of frauds
No frauds were reported by auditors under sub-section (12) of section 143 of the
Companies Act, 2013 read with Rule 13 of the Companies (Audit and Auditors) Rules, 2014.
18.2 Secretarial Auditor
Pursuant to the provisions of Section 204 of the Act and the Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of the
Directors of the Company had appointed M/s. SEP & Associates, Practising Company
Secretaries, to undertake the Secretarial Audit of the Company for the year ended March
31, 2023. The Secretarial Audit was carried out by them and the Secretarial Audit Report
is marked as Annexure - F.
The said Secretarial Audit Report does not contain any qualification, reservation or
adverse remark.
There were no frauds reported by the Secretarial Auditors to the Company under
sub-section (12) of Section 143 of the Act, therefore no detail is required to be
disclosed under Section 134 (3)(ca) of the Act.
18.3 Internal Auditor
The Board had appointed, M/s. CaesarPintoJohn & Associates LLP, Company Secretaries
as Internal Auditor for the financial year 2022-23.
18.4 Cost Audit
The Company was not required to maintain Cost records as specified by the Central
Government under Section 148 (1) of the Companies Act, 2013 and Rules made thereunder.
Hence the Cost Audit is not applicable for the Company.
19. Corporate Social Responsibility
The Companys primary source of income is dividend received from its investee
companies, which are already compliant with the CSR provisions under the Act. According to
Rule 2(h) of the Companies (Corporate Social Responsibility Policy) Rules, 2014, the
dividends received from such CSR-compliant investee companies are exempted from being
included in the net profit calculation. Therefore, the provisions of Section 135 of the
Companies Act, 2013 read with relevant rules pertaining to Corporate Social Responsibility
is not applicable for the Company. As a result, the Company has not undertaken any CSR
activity during the period under review.
20. Whistle Blower Policy
The Company promotes ethical behaviour in all its business activities and has a
mechanism for reporting unethical behaviour, actual or suspected frauds or violation of
the Companys Code of Conduct or ethics policy. Pursuant to Section 177 (9) & 177 (10)
of the Companies Act, 2013 and as per Regulation 4 (2) (d) (iv) & 34 (3) read with
Para 10 of Part C of Schedule V of the SEBI (LODR) Regulations, 2015, the Company has a
Whistle Blower Policy or Vigil Mechanism in place. The mechanism provide for adequate
safeguards against victimization of Director(s)/ Employee(s) who avail of the mechanism
and also provides for direct access to the Chairman of the Audit Committee in exceptional
cases.
No personnel have been denied access to the Chairman of the Audit Committee, for making
complaint on any Integrity issue.
The said policy is available on the website of the Company which can be accessed at the
link : https://stelholdings.com/code-policies/
21. Related Party Transactions
The Company has in place a Policy on Related Party Transactions for purpose of
identification and monitoring of Related Party Transactions. The Policy on Related Party
Transactions as approved by the Board of Directors is published on the Companys website
at https://stelholdings.com/code-policies/.
All transactions entered into by the Company with related parties were in the ordinary
course of business and at arms length basis. The Audit Committee grants an omnibus
approval for the transactions that are in the ordinary course of the business and
repetitive in nature. For other transactions, the Company obtains specific approval of the
Audit Committee before entering into any such transactions. Disclosure of related party
transactions as required under Indian
Accounting Standards ("IND AS") -24 have been made in the Note No. 24 to the
Standalone Financial Statements. There are no materially significant related party
transactions entered into by the Company with its related parties during the period under
review.
The Company has not entered into any transaction with related parties during the year
under review which requires reporting in Form AOC-2 in terms of the Section 134(3) and
188(1) of the Act read with Rule 8(1) of the Companies (Accounts) Rules, 2014.
There are no relationships between the Directors inter-se nor any relationship between
the Key Managerial Personnel (KMP) inter-se. None of the Directors nor KMP had any
pecuniary relationships or transactions vis-a-vis the Company except the sitting fees paid
to Directors and remuneration paid to KMPs.
22. Risk Management
The Company is exposed to inherent uncertainties owing to the sector in which it
invests and operates. Companys risk management framework helps manage risks at various
levels. A brief report on Risk Management is included in the Management Discussion and
Analysis report which forms a part of Annual Report.
23. Particulars of Employees
During the year under review, none of the employees, throughout the year or part of the
year were in receipt of remuneration in excess of the sums as prescribed pursuant to
Section 197 read with rule 5 of the Companies (Appointment and Remuneration of managerial
personnel) Rules, 2014.
The information required under Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is annexed as Annexure - G and forms a part of
this report.
24. Internal Financial Control
The Company has in place a stabilized and effective Internal Audit and Financial
Control System calibrated to the size and scale of operations of the Company. Apart from
statutory audit, in compliance with Section 138 of the Companies Act, 2013, company had
engaged M/s. Caesar Pinto John & Associates LLP, Company Secretaries as the Internal
Auditors of the Company for the FY 2022-23.
Details in respect of adequacy of internal financial controls with reference to the
Financial Statements are stated in Management Discussion and Analysis which forms part of
this Report. During the year under review, there were no reportable material weaknesses in
the systems or operation.
25. Significant and Material Orders Passed by the Regulators or Courts
There were no significant and material orders passed by the Regulators or Courts or
Tribunals impacting the going concern status and companys operations in future.
26. Disclosure as per 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 the Sexual Harassment of Women at the Workplace (Prevention, Prohibition &
Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress
complaints received regarding sexual harassment. All employees (Permanent, Contractual,
temporary, trainees) are covered under this policy.
The following is a summary of sexual harassment complaints received and disposed off
during the year 2022-23.
No. of complaints filed during the financial year : NIL
No. of complaints disposed of during the financial year: NA
No. of complaints pending as at the end of the financial year: NIL
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
27. Compliance of Secretarial Standards
The Company is in compliance with applicable Secretarial Standards issued by the
Institute of Company Secretaries of India, during the financial year.
28. Key Financial Ratios
Key Financial Ratios for the financial year ended 31st March, 2023, are provided in the
Management Discussion and Analysis Report given in "Annexure - C", which forms a
part of the Boards Report.
29. Other Disclosures
The Directors state that no disclosures or reporting is required in respect of the
following items, as the same is either not applicable to the Company or relevant
transactions / events have not taken place during the year under review :
a. The Company has not issued any equity shares with differential rights as to
dividend, voting or otherwise.
b. The Company has not issued shares (including sweat equity shares) to employees under
any scheme.
c. There was no revision in the financial statements.
1. There are no applications filed for corporate insolvency resolution process, or any
proceedings, pending under the Insolvency and Bankruptcy Code, 2016 as at the end of
financial year March 31,2023
2. There was no instance of one-time settlement with any Bank or Financial Institution.
3. There were no instances of corporate actions like buy back of securities, payment of
dividend declared, mergers and de-mergers, delisting etc.
30. Acknowledgements
The Directors hereby wish to place on record their appreciation of the efficient and
loyal services rendered by each and every employee, more particularly during this
challenging time, without whose whole-hearted efforts, the overall satisfactory
performance would not have been possible. Your Directors also record their grateful
appreciation for the encouragement, assistance and cooperation received from members,
government authorities, banks, and all other stakeholders. Your Directors look forward to
the long term future with confidence.
For and on behalf of the Board of Directors |
|
Mr. Mahesh Narayanaswamy |
Mr. Alok Kalani |
Place : Kochi |
(DIN : 01449684) |
(DIN: 03082801) |
Date : August 04, 2023 |
Director |
Director |
+91-9892691696
