| Dear members,
The Directors have pleasure in presenting the 21st Annual Report
together with the Audited Statement of Accounts for the Financial Year
ended March 31, 2015.
FINANCIAL PERFORMANCE
Particulars Financial year ended
(in Rupees)
31st March, 2015 31st March, 2014
Total Income 44,427,341.64 546,646,608.72
Total expenditure 43,990,761.01 54,429,741.89
Profit/ (Loss) before tax 436,580.48 216,866.83
Profit/ (Loss) after tax 345,972.49 153,901.83
Paid- up Share Capital 249, 615,000.00 165,615,000.00
Reserves and Surplus 202,292,641.89 202,190,977.73
DIVIDEND
To maintain the liquidity of funds, the Board of Directors has decided
not to declare any dividend for this financial year 2014-2015. The
Board assures you to present a much strong financial statements in
coming years.
SHARE CAPITAL
The Paid up Equity Share Capital as on March 31,2015 was Rs.
249,615,000. During the year under review the company has issued
84,00,000 equity shares by way of preferential Allotment and has not
issued any debentures or any other convertible instruments.
a. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year
under review.
b. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year
under review.
c. BONUS SHARES
No Bonus Shares were issued during the year under review.
d. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
e. ISSUE OF SHARES THROUGH PREFERENTIAL ALLOTMENT
The Company has issued 84,00,000 equity shares by way of Preferential
allotment.
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
As the company has not declared any dividend, therefore, the Company
has not proposes to carry any sum to the General Reserves of the
Company for the period under consideration.
CHANGE IN THE NATURE OF BUSINESS
There were no changes in the nature of the Business during the
Financial Year ended 31st March, 2015.
MATERIAL CHANGES AND COMMITMENTS
There is no material change which may affect the financial position of
the Company between the financial year and up to the date of this
report.
DETAILS OF SUBSIDIARY, JOINT VENTURE, ASSOCIATE COMPANIES DURING THE
YEAR
The Company has no subsidiaries, joint ventures or associated
companies therefore disclosures in this regards are not provided in
this report.
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES,
ASSOCIATES AND JOINT VENTURE COMPANIES
The company has no subsidiaries, joint venture companies so there is
no requirement of description of performance of Subsidiaries and Joint
Venture companies.
A. Statutory Auditors
At the Annual General Meeting held on August 25, 2014, M/s V.N.
Purohit & Co., Chartered Accountants, were appointed as Statutory
Auditors of the Company to hold the office till the conclusion of the
Annual General Meeting to be held in the calendar year 2019.
In terms of the first proviso to Section 139 of the Companies Act,
2013, the appointment of the auditors shall be placed for ratification
at every Annual general Meeting. Accordingly the appointment of M/s
V.N. Purohit & Co., chartered Accountants, as statutory auditors of
the Company, is placed for ratification by the shareholders. In this
regard, the company has received a certificate from the auditors to
the effect that if they are reappointed, it would be in accordance
with the provisions of Section 141 of the Companies Act, 2013.
B. Auditor's Report
All Observations made in the Independent Auditors' Report and Notes
forming part of the Financial Statements are self explanatory and do
not call for any further comments under section 197(12) of the
Companies Act, 2013.
C. Secretarial Auditor
Ms. Rachna Bhasin, Practicing Company Secretary (Membership Number
23539) was appointed to conduct the secretarial audit of the Company
for the F.Y 2014-2015, as required under Section 204 of the Companies
Act, 2013 and Rules thereunder. The Secretarial audit Report for FY
2014-2015 forms part of the Annual Report as Annexure I.
D. Internal Auditor
Mr. Gopal Bansal, Practising Chartered Accountant also performs the
duties of internal auditors of the company for Financial Year
2014-2015 and his report is reviewed by the Audit Committee from time
to time.
SIGNIFICANT AND MATERIAL ORDERS
There are no significant and material orders passed by the regulators
and courts or tribunals impacting the going concern status and
Company's operations in future.
EXTRACT OF ANNUAL RETURN
In accordance with Section 134(3)(a) of the Companies Act, 2013, an
extract of annual return in the prescribed format is appended as
Annexure II.
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 authorised, 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
of business.
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 Board's Report for the year ended March 31, 2015
are given as below:
A. Conservation of Energy
The provision related conservation of energy does not apply to
company, therefore the information as required under the Companies
(Accounts) Rules, 2014 is not given. However the company is conscious
about its responsibility to conserve energy, power, and other energy
sources wherever possible. We emphasis towards a safe and clean
environment and continue to adhere to all regulatory requirements and
guidelines.
B. Technology Absorption
Your company has not imported any technology. However, we believe and
use information technology extensively in all spheres of our
activities to improve efficiency levels.
RISK MANAGEMENT POLICY
The Company has implemented Risk Management Policy (annexed as
Annexure III) 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. The policy as approved by the Board of Directors is
uploaded on Company's website.
CORPORATE SOCIAL RESPONSIBILITY
The provision of Companies Act, 2013 regarding Corporate Social
Responsibility shall not be applicable to companies having net worth
not exceeding Rs. 500 Cr or turnover not exceeding Rs. 1,000 Cr or net
profit not exceeding Rs. 5 Cr or more during any financial year, as on
the last date of previous financial year. In this connection, we wish
to inform you that in respect of our company as on the last audited
balance sheet as at March 31, 2015 neither the net worth exceeds Rs.
500 Cr nor turnover exceeds Rs. 1,000 Cr nor net profit exceeding Rs.
5 Cr. Hence, the provisions of Companies Act, 2013 regarding Corporate
Social Responsibility would not be applicable.
NUMBER OF MEETINGS OF THE BOARD
The Boards of Directors duly met 12 times during the Financial Year
2014-15, the details of which are given in the Corporate Governance
Report that forms part of this Annual Report. The intervening gap
between any two board meetings was within the period prescribed by the
Companies Act, 2013.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The current policy is to have an appropriate mix of Executive and
Independent directors to maintain the independence of the board,
separate its function of Governance and Management. As on March 31,
2015, the Board consists of 4 members, two of whom are executive or
whole time directors, and other two are independent Directors. The
Board periodically evaluates the need for change in its composition
and its size.
The policy of the company on directors' appointment and remuneration,
including criteria for determining qualifications, positive
attributes, independence of a director and other matters provided
under Sub-section (3) of Section 178 of the companies Act, 2013,
adopted by the Board, is appended as Annexure IV to the Board's
Report. We affirm that remuneration paid to the directors is as per
the terms laid out in the remuneration policy of the company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each Independent
Director under section 149(7) of the Companies Act, 2013 that he/ she
meets the criteria of independence laid down in Section 149(6) of the
Companies Act, 2013 and Clause 52 of the SME Listing agreement.
BOARD EVALUATION
Clause 52 of the listing agreement mandates that the Board shall
monitor and review the Board evaluation framework. The Companies Act,
2013 states that a formal annual evaluation needs to be made by the
board on 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 director being evaluated.
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 evaluation process has been explained in this Annual report. The
Board approved the evaluation results as collated by the nomination
and remuneration committee.
None of the independent directors are due for re-appointment.
FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Every new independent directors of the board attends an orientation
program. To familiarize the new inductees with the strategy,
operations and functions of our Company, the executive directors/
senior managerial personnel make presentations to the inductees about
the Company's strategy, operations, product and service offerings,
markets, software delivery, organization structure, finance, human
resources, technology, quality, facilities and risk management.
Further, at the time of appointment of an independent director, the
Company issues a formal letter of appointment outlining his/her role,
function, duties and responsibilities as a director. The format of the
letter of appointment is available on our website.
INDUCTIONS
On the recommendation of Nomination and Remuneration Committee, the
Board appointed Mr. Amar Pal Singh as an Additional Director in the
category of Independent Director under the Companies Act, 2013.
Mr. Amar Pal Singh, Independent Director has given declaration that he
meets the criteria of Independence as laid down under Section 149(6)
of the Companies Act, 2013 and Listing Agreement.
The requisite Resolution for appointment of Mr. Amar Pal Singh as an
Independent Director, is being proposed in the notice of the ensuing
Annual General Meeting. We seek your support in confirming the
appointment of Mr. Amar Pal Singh as a Director in the ensuing Annual
general Meeting.
DISCLOSURE OF RELATIONSHIPS BETWEEN DIRECTORS INTER-SE
No Directors are directly related to each other.
During the year, Mr. Narendra Kumar Gaur has resigned from the
Directorship of the Company w.e.f March 30, 2015 and Mr. Amar Pal
Singh appointed as Additional Director of the Company w.e.f March 30,
2015.
DETAILS OF KEY MANAGERIAL PERSONNEL
The following 2 persons were formally appointed/ designated as Key
Managerial Personnel of the Company in compliance with the provisions
of Section 203 of the Companies Act, 2013.
1. Mr. Ashish Bansal - Managing Director
2. Ms. Sushma Aggarwal- Chief Financial Officer
COMMITTEES OF THE BOARD
Currently, the Board has 3 Committees; the Audit Committee, Nomination
and Remuneration Committee and Stakeholders Relationship Committee.
A detailed note on the Board and its committees is provided under the
Corporate Governance report section in this annual report. The
Composition of committees and compliances, as per applicable
provisions of the act and rules, are as follows:
Name of the Committee Composition of Committee Highlights of duties,
activities responsibilities and
Audit Committee Mr. Amar Pal Singh 1. All recommendations
(Chairperson) made by the audit
committee during the
year were accepted by
the Board.
Mrs. Seema Mangal 2. The Company has
adopted the whistle
blower mechanism for
Mr. Ashish Bansal directors and employees
to report concerns
about unethical behavior,
actual or suspected
fraud, violation of the
Company's Code of
Conduct and Ethics.
The whistleblower
policy is appended as
annexure V to the
Board's report.
3. In accordance with
the requirement of the
listing Agreement, the
Company has formulated
policies on related
party transactions on
material subsidiaries.
The policies including
the whistleblower
Policy, are available
on our website.
Nomination and Mr. Amar Pal Singh 1. The Committee
Remuneration (Chairperson) oversees and admini-
Committee Mrs. Seema Mangal sters executive comp-
Mr. Ashish Bansal ensation, operating
under a written
charter adopted by
our Board of Directors.
2. The committee has a
right to directly retain
independent advisors to
assist it.
3. The nomination and
remuneration committee
has framed the
nomination and remune-
ration policy. A copy
of the policy is
appended as annexure
IV to the Board's
report.
Stakeholders Mr. Amar pal Singh 1. The committee reviews
Relationship (Chairperson) and ensures redressal
Committee Mrs. Seema Mangal Investor grievances.
Mr. Ashish Bansal
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 of the company has adopted a vigil mechanism policy.
The aim of the policy is to provide adequate safeguards against
victimization of whistle blower who avails of the mechanism and also
provide direct access to the Chairman of audit Committee, in
appropriate and exceptional cases.
Accordingly, 'whistle Blower policy' has been formulated with a view
to provide a mechanism for the Directors and employees of the Company
to approach the Ethics Counselor or the Chairman of the audit
Committee of the Company.
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 also posted on the website of the company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to members of the Board and all employees in the course of
day to day business operations of the company. The Code has been
placed on the Company's website www.stellarcapitalservices.com The
Code lays down the standard procedure of business conduct which is
expected to be followed by the directors and the designated employees
in their business dealings and in particular on matters relating to
integrity in the work place, in business practices and in dealing with
stakeholders.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Particulars of Loans and Guarantees are provided in the financial
statements (please refer the Notes to the financial Statements).
RELATED PARTY TRANSACTIONS
All related party transactions that were entered into during the
financial year were on arm's 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 and also stated in Form AOC-2 annexed as
Annexure-VI.
REPORT ON CORPORATE GOVERNANCE
A report on corporate governance is annexed herewith. As required by
Clause 52 of the Listing Agreement, the Certification on Corporate
Governance is enclosed to the Board's 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 read with Rule 5 of
the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the company are as follows:
The particulars of the employees who are covered by the provisions
contained in Rule 5(2) and rule 5(3) of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 are:
a) Employed throughout the Year Nil
b) Employed for part of the year Nil
The remuneration paid to all key managerial personnel was in
accordance with remuneration policy adopted by the company.
In terms of Section 136 of the Act, the reports and accounts are being
sent to the members and others entitled thereto, excluding the
information on employees' particulars which is available for
inspection by members at the registered office of the company during
business hours on working days of the company up to the date of
ensuing Annual General Meeting. If any member is interested in
inspecting the same, such member may write to the Chief Financial
Officer in advance.
SEXUAL HARASSMENT
The Company has in place a Prevention of Sexual harassment policy in
line with the requirements of the sexual harassment of Women at
workplace (Prevention, Prohibition and Redressal) Act, 2013. All
employees (permanent, contractual, temporary, trainees) are covered
under this policy.
During the Year 2014-2015, no complaints were received by the Company
related to sexual harassment.
BUSINESS RESPONSIBILITY REPORT
Pursuant to relevant Clause of the SME listing Agreement is not
applicable to our Company. Since no initiative with respect to
environmental, social etc has been taken.
DIRECTOR'S RESPONSIBILITY STATEMENT
In terms of the provisions of Section 133 of the Companies Act, 2013
and read with Rule 7 of the Companies (Accounts) Rules, 2014, the
provisions of the Act (to the extent notified) and guidelines issued
by the Securities and Exchange Board of India (SEBI). There are no
material departures from prescribed accounting standards in the
adoption of these standards.
The directors confirm that:
* In preparation of the annual accounts for the financial year ended
March 31, 2015, the applicable accounting standards have been
followed.
* 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 and
loss of the company for that period.
* The directors have taken proper and sufficient care towards 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.
* The directors had prepared the annual accounts on a going concern
basis.
* The directors have laid down internal financial controls, which
are adequate and are operating effectively.
* 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.
The Equity Shares of the Company are listed at the BSE Ltd (formerly
Bombay Stock Exchange Ltd). The Company has already paid listing fees
for the financial Year 2015-16 to the BSE.
CAUTIONARY NOTE
The statements forming part of the Board's Report may contain certain
forward looking remarks within the meaning of applicable securities
laws and regulations. Many factors could cause the actual results,
performances or achievements of the Company to be materially different
from any future results, performances or achievements that may be
expressed or implied by such forward looking statements.
ACKNOWLEDGEMENT
The Board expresses its sincere gratitude to the shareholders, bankers
and clients for their continued support. The Board also wholeheartedly
acknowledges with thanks the dedicated efforts of all the staff and
employees of the Company.
For on behalf of the Board
For Stellar Capital Services Limited
Sd/- Sd/-
Place: New Delhi Ashish Bansal Vikram Sharma
Date: 30.05.2015 Managing Director Whole-Time
Director
DIN: 06607944 DIN: 00243482 |