Stellar Capital Services Ltd Directors Report.

To,

The Members,

Your Directors have pleasure in presenting the 25th Annual Report of your Company alongwith Audited Financial Statements and the Auditors Report thereon for the Year ended 31st March, 2019.

FINANCIAL PERFORMANCE

The Performance of the Company for the Financial year ended 31st March 2019 is summarized below

(in Rupees)
Particulars

Financial year ended

31st March, 2019 31st March, 2018
Total Income 53,096,581 58,867,226
Total expenditure 49,967,186 55,584,994
Profit before tax 3,129,395 3,282,232
Profit after tax 2,302,546 2,426,775
Paid- up Share Capital 249,615,000 249,615,000
Reserves and Surplus 208,034,525 205,644,606

HIGHLIGHTS OF PERFORMANCE

During the year under review, Income for the year is decreased from Rs. 58,867,226 in 2018 to Rs. 53,096,581 in 2019. Profit before tax decreased from Rs. 3,282,232 in the previous year to Rs. 3,129,395 in current year. The net profit also decreased from Rs. 2,426,775 in the previous year 2018 to Rs. 2,302,546 in the current year.

DIVIDEND

To maintain the liquidity of funds, the Board of Directors has decided not to declare any dividend for this financial year 2018-19. The Board assures you to present a much strong financial statements in coming years.

SHARE CAPITAL

The Paid up Share Capital as on 31st March, 2019 was Rs. 249,615,000. During the year under review the company has not issued any shares, debentures or any other convertible instruments.

BUY BACK OF SECURITIES

The Company has not bought back any of its securities during the year under review.

SWEAT EQUITY

The Company has not issued any Sweat Equity Shares during the year under review.

BONUS SHARES

No Bonus Shares were issued during the year under review.

EMPLOYEES STOCK OPTION PLAN

The Company has not provided any Stock Option Scheme to the employees.

ISSUE OF SHARES THROUGH PREFERENTIALALLOTMENT

The Company has not issued any equity shares by way of preferential allotment during the year under review.

FIXED DEPOSIT

The Company has not accepted any fixed deposit during the year under review falling within the purview of Section 73 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

TRANSFER TO GENERAL RESERVES

The Company has transferred an amount of Rs. 460,509 to Special Reserve maintained under Section 45-IC of the Reserve Bank of India Act, 1934.The Company has not transferred any amount to the General Reserve for the F.Y ended March 31, 2019.

CHANGE IN THE NATURE OF BUSINESS

There was no changes in the nature of the business during the financial year.

MATERIAL CHANGES AND COMMITMENTS

There were no material changes and commitments, affecting the financial position of the Company between the end of the financial year of the Company and the date of the Directors report. However Company has shifted its registered office from NCT of Delhi to the state of Haryana.

EXTRACT OF ANNUAL RETURN

Pursuant to Section 134(3)(a) and Section 92(3) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return as on 31st March 2019, in the prescribed form MGT 9 forms a part of this report as "Annexure - I"

DETAIL OF SUBSIDIARY, JOINT VENTURE AND ASSOCIATE COMPANY DURING THE YEAR

The Company has no subsidiary, joint venture or associated company therefore disclosures in this regards in Form AOC -1 are not provided in this report.

PERFORMANCE AND FINANCIAL POSITION OF EACH SUBSIDIARY, ASSOCIATE AND JOINT VENTURE COMPANY

The company has no subsidiary, joint venture or associated company so there is no requirement of description of performance in this regard.

STATUTORY AUDITORS

At the Annual General Meeting held on 30th September, 2015 M/s V.N. Purohit & Co., Chartered Accountants, was re-appointed as Statutory Auditors of the Company to hold the office till the ensuing of the Annual General Meeting to be held in the year 2019 now it is proposed to re-appoint them for further period of four years upto the annual general meeting to held in the year 2023 on such remuneration as may be decided by the Board of Directors of the Company. The Statutory Auditors have confirmed that they are not disqualified from continuing as Statutory of the Company.

The notes on financial statements referred to in the Auditors Report are self-explanatory and do not call for any further comments. The Auditors Report to the members of the Company for the financial year under review does not contain any qualification, reservation, adverse remark or disclaimer.

Secretarial Auditor

Kundan Kumar Mishra & Associates,Company Secretaries, Company Secretaries was appointed as a secretarial auditor to conduct the secretarial audit of the Company for the F.Y 2018-19, as required under Section 204 of the Companies Act, 2013 and rules there under. The Secretarial audit Report for F.Y 2018-19 forms a part of this Report as Annexure-II

Internal Auditor

MST and Company, Chartered Accountant was appointed as an internal auditor of the Company.

Cost Audit

Provision related to Cost Audit is not applicable to the Company.

COURT/TRIBUNAL ORDERS

There were no instances of any significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DETAILS IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

The Company has adequate system of internal control to safeguard and protect from loss, unauthorized use for disposition of its assets. All the transactions are probably authorized, recorded and reported to the Management. The Company is following all applicable accounting standards for properly maintaining the books of accounts and reporting financial statements. The internal Auditor of the company checks and verifies internal control and monitors them in accordance with policy adopted by the company. The Company continues to ensure proper and adequate systems and procedures commensurate with its size and nature ofbusiness.

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

Information required to be given pursuant to section 134(3)(m) of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 and forming part of Boards Report for the year ended March 31, 2019 are given as below:

Conservation of Energy and Technology Absorption

Since the Company does not own any manufacturing activity, the Energy Conservation and Technology Absorption particulars as mentioned in the Companies (Accounts) Rules, 2014, are not applicable.

Foreign Exchange Earning And Outgo :-

Details of Foreign Exchange, earnings and Outgo are given as below:-

Year 2019 Year 2018
(Amount) (Amount)
Foreign Exchange earning Nil Nil
Foreign Exchange outgoing Nil Nil

RBI GUIDELINES

The Company continues to comply with all the requirements prescribed by the Reserve Bank of India, from time to time.

CORPORATE SOCIALRESPONSIBILITY

Provisions related CSR under Section 135 of the Companies Act, 2013 are not applicable to the Company.

NUMBER OF MEETINGS OF THEBOARD

During the financial year 2018-19, 09 (Nine) Board Meetings were held on 18th April, 2018, 30th May 2018, 31st August 2018, 10th October 2018, 13th October 2018, 14th November 2018, 24th January 2019, 27th March, 2019 and 30th March, 2019.

The intervening gap between the Board Meetings was within the period prescribed under the Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015.

POLICY ON DIRECTORS APPOINTMENT ANDREMUNERATION

The Board has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Senior Management Personnel and Key Managerial Personnel ("KMP") and their remuneration including criteria for determining qualifications, positive attributes, independence of Directors and other matter as provided in section 178.

Such policy is annexed as annexure- III and same is available at the website of the company at www.stellarcapital.in under the link of http://stellarcapital.in/wp-content/uploads/2018/07/NRC-POLICY.pdf

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received declaration from each Independent Director of the Company under Section 149 (7) of the Companies Act, 2013 that, they meet the criteria of independence as laid down in Section 149 (6) of the Companies Act, 2013 and subsequently the same was placed at the Board Meeting.

BOARD EVALUATION

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that performance evaluation of Independent Directors shall be done by the entire Board of Directors, excluding the Directors being evaluated.

The structured evaluation process contained various aspects of the functioning of the Board and its committees, number of committees and their roles, frequency of meetings, level of participation, independence of judgment, performance of duties and obligations and implementation of good Corporate Governance practices.

The evaluation of all the Directors and the board as a whole was conducted based on the criteria and frame work adopted by the Board. The Board approved the evaluation results as collated by the nomination and remuneration committee.

INTERNAL COMPLAINTS COMMITTEE FOR PREVENTION OF SEXUAL HARASSMENT

Pursuant to Section 21 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 read with Rule 14 of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Rules, 2013, the Company has constituted Internal Complaints Committee (ICC) where any grievances of sexual harassment at workplace can be reported. The Company has also adopted a policy on Prevention of Sexual Harassment at workplace. The objective of the policy is to provide its women employees, a workplace, free from harassment/discrimination and every employee is treated with dignity and respect.

During the year under review, ICC of the Company has not received any complaint pertaining to sexual harassment of women at workplace.

DETAILS OF DIRECTORS OR KMP WHO WERE APPOINTED OR HAVE RESIGNED DURING THE YEAR. DIRECTORS

In accordance with the provisions of Section 152 of the Act, Mrs. Rajni Aneja, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers herself for re-appointment. The Board recommends her re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting.

A. Mr. Amarpal Singh and Mr. Abhishek Bathla had resigned from directorship w.e.f.14.01.2019

B. Mr. Indresh Kumar Bhardwaj was appointed as the Additional Director on the Board of Director of the Company with effect from 24.01.2019

KEY MANAGERIAL PERSONNEL

There was no changes in the Key Managerial Personnel of the Company

COMMITTEES OF THE BOARD

Currently, the Board has 3 Committees; the Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee. The Composition of committees as per applicable provisions of the act and rules, are as follows:

Audit Committee

The "Audit Committee" of the Company is constituted in line with the provisions of Section 177 of the Companies Act, 2013 (‘the Act) and Comprises of following members:

_ Mr. Pranay Aneja

• Mr. Rupal Singh Kohli

• Mr. Indresh Kumar Bhardwaj

Nomination and Remuneration Committee

The "Nomination Remuneration and Committee" has been constituted by the Board as per the requirements of the provisions of Section 178 (1) of the Companies Act, 2013 and comprise of following members :

• Mr. Pranay Aneja

• Mr. Rupal Singh Kohli

• Mr. Indresh Kumar Bhardwaj

Stakeholders Relationship Committee he "Stakeholders Relationship Committee" is constituted in line with the provisions of Section 178 (5) of the Companies Act, 2013 and comprise of following members :

Mr. Pranay Aneja

• Mr. Rupal Singh Kohli

• Mr. Indresh Kumar Bhardwaj

DETAILS OF ESTABLISHMENT OF VIGIL MECHANISM/ WHISTLE BLOWER POLICY FOR DIRECTORS AND EMPLOYEES

In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behavior, the company has adopted a vigil mechanism policy.

The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about irregularities within the Company.

This policy is annexed as Annexure-IV and is also posted on the website of the company i.e. www.stellarcapital.in

PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186

Details of Loans or guarantee given or security provided in terms of provisions of Section 186 of the Companies Act, 2013 read with the Companies (Meetings of Board and its Powers) Rules, 2014 has been adequately disclosed in the financial statements.

RELATED PARTY TRANSACTIONS

All the related party transactions entered during the financial year were on arms length basis and also in the ordinary course of the business. There are no materially significant related party transactions made by the Company with Promoters, Key Managerial Personnel or other designated persons which may have potential conflict with interest of the Company at large. The details of Related Party Transactions are disclosed and forming part of the Annual Financial Statements.

COMPLIANCE OF SECRETARIAL STANDARDS

During the year Company has done all the required compliances of Secretarial Standards -1 & 2 as prescribed by the Institute of Company Secretaries of India.

RISK MANAGEMENTPOLICY

Managing of Risk is an Integral part of Companys strategy. Company has already implemented Risk Management Policy and the Board of Directors has prepared a comprehensive framework of risk management, for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization.

Such policy is annexed as "Annexure- V "and same is available at the website of the company at http://stellarcapital.in/wp-content/uploads/2018/05/RISK-MANAGEMENT-POLICY.pdf

MANAGEMENT DISCUSSION ANALYSIS REPORT (MDAR):

The Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, is presented in a separate section which forms part of the Annual Report.

PRUDENTIAL NORMS AND DIRECTIONS OF RBI FOR NBFCS

Your company has complied with all the prudential norms prescribed by the Reserve Bank of India and has filed the required returns.

PARTICULARS OF EMPLOYEES

The information required pursuant to Section 197(12) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are as follows:

1. Ratio of remuneration of each Director to median remuneration of the employees of the company for the financial year 2018-19

Name of Director Ratio of remuneration of director to median remuneration of employees
1 Pranay Aneja (Managing Director) 1.27 :1
2. Rajni Aneja (Whole –time Director) 1.27 :1

2. P ercentage increase in remuneration of each Director, CFO, CEO, CS or Manager,if any,in the Financial Year 2018-19 compared to Financial Year 2017-18

S.No Pranay Aneja (Managing Director) Rajni Aneja (Whole Time Director) Payal (COMPANY SECRETARY) Ashwani Rampal (CFO)
1 17% 40% NIL NIL

3. Percentage Increase in median remuneration of employees during the year was 32.05%

4. The Number of Permanent employee on the roll of the Company as on 31st March, 2019 was Thirty Four.

5. Provisions of Rule 5 (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 of the Companies Act, 2013 is not Applicable on the company for the Financial year 2018-19.

The remuneration paid to all key managerial personnel was in accordance with remuneration policy adopted by the company.

DIRECTORS RESPONSIBILITY STATEMENT

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

a) in the preparation of annual financial statements, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b) 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 at the end of the financial year 2018-19 and of the profit of the company for that period;

c) 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;

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

e) the directors had laid down proper internal financial controls and such internal financial controls are adequate and were operating effectively;

f) 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.

STOCK EXCHANGE LISTING

The Equity Shares of the Company are listed at the BSE Limited. The Company has already paid listing fees for the financial Year 2019-20 to the BSE.

ACKNOWLEDGEMENT

The Board of Directors gratefully acknowledge the continued co-operation, trust and support of the shareholders and would like to place on record its appreciation for the dedicated services rendered by the Employees at all levels. The Directors further express their gratitude to the Bankers, Customers and other associates for co-operation and confidence reposed by them in the Company.

For and on Behalf of Stellar Capital Services Limited

Pranay Aneja Rajni Aneja
(Managing Director) (Whole-time Director)
DIN : 00809285 DIN: 00341959
Add: B-34, Soami Nagar, Add: B-34, Soami Nagar
New Delhi-110017 New Delhi-110017