Stellant Securities (India) Ltd Directors Report

OPERATIONS & STATE OF AFFAIRS OF THE COMPANY

During the current year of operation, the total revenue of the Company stood at Rs. 45.01 lacs as compared to Rs. 15.63 lacs in the previous year. The Company has a profit of Rs. 35.63 lacs during the year as compared to profit of Rs. 3.12 lacs in the previous financial year.

CHANGE IN NATURE OF BUSINESS

During the financial year 2023-24, Company has not changed its nature of business and continues to carry on the same line of business activity.

DETAILS OF SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES

After obtaining the approval of the members of the Company at the Annual General Meeting held on September 29, 2023, the Company has completed the sale of its entire stake in Stellant Stock Broking Private Limited, the Wholly Owned Subsidiary on 5^th October, 2023. Consequently, Stellant Stock Broking Private Limited ceased to be the subsidiary of the Company from that day. Hence preparation of consolidated accounts is not applicable to the Company for the year under consideration.

During the financial year, no other 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 2023-24 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

During the year, there has been no change in the composition of the Board of Directors or Key Managerial Personnel of the Company.

In accordance with the provisions of the Companies Act, 2013 and Articles of Association, Mr. Bhavesh Bafna (DIN: : 02402307), Director of the Company retires by rotation and being eligible, offers himself 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.

Mr. Suhas Ashok Kadam (DIN: 10521378) was appointed as an Additional and Independent Director of the Company by the Board, not liable to retire by rotation, for a term of 5 years i.e. from 28^th May, 2024 to 25^th May, 2029, subject to approval of the Members. As per the provisions of the Companies Act 2013, Mr. Suhas Ashok Kadam holds office till the ensuing Annual General Meeting and being eligible, offers himself for appointment as Director. The Board recommends his appointment as Independent Director.

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 31^st March, 2024 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 - I”. 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:

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. The Company has sold its entire stake in M/s. Stellant Stock Broking Private Limited, the Wholly Owned Subsidiary to the related parties after obtaining requisite approval from members of the Company and required disclosures were made to the Stock Exchanges.

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 II 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 31^st Annual General Meeting held on 29^th 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 36^th Annual General Meeting to be held for the financial year ended 31^st 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 2023-24. The Secretarial Audit Report for the financial year ended 31^st March, 2024 is annexed herewith as “Annexure - III”.

AUDITORS REPORT

The Auditors Report for the financial year ended 31st March, 2024 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 - IV” and forms a part of the Annual Report.

DELISTING FROM THE CALCUTTA STOCK EXCHANGE LIMITED

The present management of the Company, when it took control of the Company from the previous management in the year 2008, was not aware of any suspension of listing of shares of the Company from the Calcutta Stock Exchange Ltd. (CSE). During the year under consideration, the Company completed the formalities for revocation of suspension of shares of the Company from the CSE and the Company was admitted on CSE for dealing effective 31^st May, 2023.

With the wide and extensive networking of centers of the BSE, the Investors have access to online dealings in the Companys shares across the country. The trading volume of the Companys shares on the CSE was nil. The listing fee paid to the CSE did not offer commensurate benefits to the Company/ its investors and the continued listing on the said Stock Exchange was not justified. Therefore, the Board of Directors at its meeting held on 10^th August, 2023 considered and approved voluntary delisting of the equity shares of the Company pursuant to Regulations 5 & 6 of the SEBI (Delisting of Equity Shares) Regulations, 2021, from the CSE where no exit opportunity was required to be given to the shareholders. After complying with the due procedure, the Equity Shares of the Company have now been delisted from the CSE with effect from 19^th June, 2024.

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.