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Stellant Securities (India) Ltd Directors Report

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Jul 18, 2024|12:00:00 AM

Stellant Securities (India) Ltd Share Price directors Report

To the Members,

Your Directors hereby present their 32nd Annual Report and the Audited Accounts for the year ended 31st March, 2023.

FINANCIAL RESULTS:

(Amount in Rupees in lacs)

Year ended 31-03-2023 Year ended 31-03-2022

Sales and Other Income

15.63 3.00

Profit/(Loss) before Depreciation and Tax

3.12 (2.95)

Less: Depreciation

? ?

Profit/(Loss) before Tax

3.12 (2.95)

Less: Provision for Taxation

? ?

Profit/(Loss) After Tax

3.12 (2.95)

Balance Brought Forward

(106.76) (103.81)

Reduction during the year

3.12 (2.95)

Balance carried over

(103.64) (106.76)

OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, the total revenue of the Company stood at Rs. 15.63 lacs as compared to Rs. 3 lacs in the previous year. The Company has a profit of Rs. 3.12 lacs during the year as compared to loss of Rs. 2.95 lacs incurred in the previous financial year.

CHANGE IN NATURE OF BUSINESS

During the financial year 2022-23, Company has not changed its nature of business and continues to carry on the same line of business activity.

CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY

The Company has "Stellant Stock Broking Private Limited" as a wholly owned Subsidiary Company as at the end of financial year ended March 31st March, 2023. The audited financial statement of subsidiary Company is available for inspection during business hours at the Registered Office of the Company. Any member, who is interested in obtaining a copy of audited financial statement of subsidiary Company, may write to the Registered Office of the Company. The salient feature of performance of the Subsidiary Company as on March 31st, 2023 in Form AOC- 1 is annexed herewith as Annexure - I.

DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

During the financial year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company.

DIVIDEND AND TRANSFER TO RESERVES

In view of accumulated losses, your Directors do not recommend any dividend for the year 2022-23 and no amount has been transferred to any Reserve during the year under consideration.

DEPOSIT

During the year under review, your Company has neither accepted nor renewed any deposits within the meaning of Section 73 of the Companies Act, 2013.

MATERIAL CHANGES AND COMMITMENTS AFFECTING FINANCIAL POSITION BETWEEN THE END OF FINANCIAL YEAR AND DATE OF REPORT

There is no occurrence of material change and commitment made between the end of the financial year and date of this report which has affected the financial position of the company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel are as follows:

1. Ms. Runali M. Sagvekar (DIN: 08064234) resigned as the Independent Director of the Company with effect from 30th August, 2022.

2. At the 31st Annual General Meeting of the Company held on 29th September, 2022, the shareholders of the Company regularized the appointment of Mr. Mahipat Indermal Mehta (DIN - 05327173) who was appointed as Additional Independent Director with effect from 26th May, 2022.

3. At the Annual General Meeting of the Company held on 29th September, 2022, the shareholders of the Company approved the re-appointment of Mrs. Mangala Rathod (DIN: 02170580) as Wholetime Director of the Company for a period of 3 years w.e.f. 14th August, 2022.

4. In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Mrs. Mangala Rathod (DIN: 02170580), Director of the Company retires by rotation and being eligible, offers herself for re-appointment at the ensuing Annual General Meeting who is not disqualified for being re-appointed in terms of Section 164 of the Companies Act, 2013.

5. Mr. Rajendra K. Pungalia resigned as the Company Secretary and Compliance Officer of the Company w.e.f. 24th January, 2023 and Mr. Sunil B. Patel was appointed as the Company Secretary and Compliance Officer of the Company w.e.f. 27th January, 2023.

No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year.

DECLARATION BY INDEPENDENT DIRECTOR

The Company has received declarations from both the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the applicable provision of section 149(6) of the Act.

ANNUAL RETURN

The Annual Return of the Company as on 31st March, 2023 in Form MGT - 7 in accordance with Section 92(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014, is available on the website of the Company at https://www.stellantsecurities.com/investors.php

MEETINGS

During the year, five meetings of the Board of Directors of the Company were convened and held. The details of date of meetings and the attendance of each director at the Board Meetings and Committees are annexed herewith as "Annexure - II". The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 134 (3) (c) and 134 (5) of the Companies Act, 2013, the Board of Directors, to the best of their knowledge and ability, confirm that:

(i) in the preparation of the annual accounts, the applicable accounting standards had been followed and that there were no material departures;

(ii) 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 the period;

(iii) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the directors have prepared the annual accounts on a going concern basis;

(v) the proper internal financial controls were in place and that the financial controls were adequate and operating effectively.

(vi) the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

CORPORATE SOCIAL RESPONSIBILITY

The provision of Section 135 pertaining to Corporate Social Responsibility is not applicable to the Company for the financial year under consideration.

AUDIT COMMITTEE AND NOMINATION & REMUNARATION COMMITTEE

The Audit Committee of the Company is constituted in accordance with Section 177(2) of the Companies Act, 2013. The composition of the Audit Committee is as follows:

Name of the Director

Status

Mr. Mahipat Indermal Mehta

Chairman

Mr. Bhavesh Bafna

Member

Mr. Deepak Jagtap

Member

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration policy of the Company which lays down the criteria for determining qualifications, competencies, positive attributes and independence for appointment of Directors and policies of the Company relating to remuneration of Directors, KMP and other employees is available on the Companys website at https://www.stellantsecurities.com/investors.php

PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS

During the year, the Company has not given any loans or guarantee or provided any security to any persons or body corporate or made any new investments within the meaning of Section 186 of the Companies Act, 2013.

RELATED PARTY CONTRACTS

During the year, Company has not entered into any transaction referred to in sub-section (1) of section 188 of the Companies Act, 2013 read with Rule 15 of the Companies (Meetings of Board and its powers) Rules, 2014 with related parties.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

The information relating to energy conservation, technology absorption and research & development pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 is as follows:

A. Conservation of Energy:

i. Steps taken or impact on conservation of energy: Since the Company is not carrying out any manufacturing activities, it is not energy intensive. Adequate measures have been taken to conserve the energy utilized.

ii. Steps taken by the Company for utilizing alternate sources of energy: The Company has not utilized any alternate source of energy during the year.

iii. Capital investment on energy conservation equipments: NIL

B. Technology absorption:

i.Efforts made towards technology absorption: NIL

ii. Benefits derived like product improvement, cost reduction, product development or import substitution: Nil

iii. Imported technology (imported during the last three years reckoned from the beginning of the financial year):

a) Details of technology imported - No technology was imported.

b) Year of import - Not Applicable

c) Whether the technology been fully absorbed- Not Applicable

d) If not fully absorbed, areas where absorption has not taken place and the reasons thereof - Not Applicable

iv. Expenditure incurred on Research and Development - Not Applicable

C. Foreign Exchange earnings and outgo:

During the year, there have been no foreign exchange earnings or outgo.

RISK MANAGEMENT

Your company has been regularly assessing the risk and ensures that the risk mitigation plans are in place.

FORMAL ANNUAL EVALUATION

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

On the basis of the Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors, a process of evaluation was followed by the Board for its own performance and that of its Committees and individual Directors.

At a separate meeting of independent Directors, performance of non-independent directors, performance of the Board as a whole and performance of the Chairman was evaluated, taking into account the views of executive directors and non-executive directors.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

There are no significant and material orders passed by the Regulators/Courts that would impact the going concern status of the Company and its future operations.

INTERNAL FINANCIAL CONTROL

Your Company has Internal Control system to ensure an effective internal control environment that provides assurance on the efficiency of conducting business, including adherence to the Companys policies, the safe guarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of Accounting records and the timely preparation of reliable financial disclosures.

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITION AND REDRESSAL) ACT, 2013.

Your Directors state that during the year under review, there were no cases reported pursuant to the Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act, 2013.

ESTABLISHMENT OF VIGIL MECHANISM

The Company has a Vigil Mechanism to deal with the instances of fraud and mismanagement, if any. The Vigil Mechanism Policy had been recommended by the Audit Committee and thereafter approved and adopted by the Board of Directors of the Company. The vigil mechanism is available on the Companys website at http://www.stellantsecurities.com/investors.php.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, disclosures pertaining to remuneration and other details are appended as Annexure - III to the Directors Report.

None of the employees of the Company employed throughout the year were in receipt of remuneration in excess of the limits set out in Rule 5(2) of the said rules.

AUDITORS Statutory Auditors

At the Companys 31st Annual General Meeting held on 29th September, 2022, M/s. R.K. Khandelwal & Co., Chartered Accountants (Firm registration No. 105054W), were re-appointed as Companys Statutory Auditors to hold office till the conclusion of the 36th Annual General Meeting to be held for the financial year ended 31st March, 2027, covering second term of five consecutive years.

Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit and Auditors) Rules 2014, the Statutory Auditors have furnished a certificate of their eligibility and consent as the Auditors of the Company.

Secretarial Auditor

The Board had appointed M/s. Jayshree A. Lalpuria & Co., Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2022-23. The Secretarial Audit Report for the financial year ended 31st March, 2023 is annexed herewith as "Annexure - IV".

AUDITORS REPORT

The Auditors Report for the financial year ended 31st March, 2023 does not contain any qualification, reservation or adverse remark or disclaimer of the Auditor.

Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013

The Board of Directors states that M/s. R.K. Khandelwal & Co., Chartered Accountants, Statutory Auditors have not reported of any fraud involving any amount committed by the Company to the Central Government, Audit Committee or to the Board of Directors of the Company.

SECRETARIAL AUDITORS REPORT

As regards qualifications/remarks of the Secretarial Auditor in her report, the Directors wish to clarify that due to financial constraints, the Company could not give newspaper advertisement for Audited (yearly) and Un-audited (quarterly) Financial Results as required under Regulation 47 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report as required under Regulation 34(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in "Annexure - V" and forms a part of the Annual Report.

OTHER DISCLOSURES

a. No application has been made under the Insolvency and Bankruptcy Code; hence the requirement to disclose the details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their status as at the end of the financial year is not applicable; and

b. The requirement to disclose the details of difference between amount of the valuation done at the time of onetime settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof, is not applicable.

ACKNOWLEDGEMENT:

Your directors would like to place on record their gratitude for the continuous support and cooperation received from the bankers, creditors and Government authorities. The Directors place on record their appreciation of the contribution made by the employees and the management.

FOR AND ON BEHALF OF THE BOARD, STELLANT SECURITIES (INDIA) LTD.

(Bhavesh Bafna)

(Mangala Rathod)

Director

Whole Time Director

Place: Mumbai Dated: 10th August, 2023

DIN:02402307

DIN:02170580

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