Your Directors have pleasure in presenting the 30th Annual Report of your Company along with Audited Financial Statements and the Auditor’s
Report thereon for the year ended 31st March, 2024.
FINANCIAL PERFORMANCE
The Performance of the Company for the financial year ended 31st March 2024 is summarized below
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Particulars
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Financial year ended (IN Lacs)
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31st March, 2024
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31st March, 2023
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Total Income
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23,448.90
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31,411.19
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Total expenditure
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31,049.53
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39,288.77
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Profit before tax
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(7,600.63)
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(7,877.58)
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Profit after tax
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(7,720.29)
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(7,778.58)
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Paid- up Share Capital
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249,615,000
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249,615,000
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Reserves and Surplus
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2,14,709.05
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2,22,429.34
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Highlights of Performance
The financial performance of the company for the year ending March 31,2024, reflects a decrease in income and a marginally improved
profit before tax compared to the previous year:
• Income: Decreased from ?31,411.19 lacs in 2023 to ?23,448.90 lacs in 2024.
• Profit Before Tax: Improved slightly from a loss of ?7,877.58 lacs in 2023 to a loss of ?7,600.63 lacs in 2024.
Operations
The total revenue for the year was ?23,448.90 lacs, down from ?31,411.19 lacs in the previous year.
Cash Flow Statements
As required under Regulation 34 of the Listing Regulations, a Cash Flow Statement is the part of the Annual Report.
Dividend
To maintain liquidity, no dividend has been declared for the financial year 2023-24. The Board aims to present stronger financial statements
in the future.
Dividend Distribution Policy
The Dividend Distribution Policy is not applicable to the company as per Regulation 43A of SEBI Listing Regulations.
Share Capital
The paid-up share capital as of March 31,2024, stands at ?249,615,000. There were no new issues of shares, debentures, or other convertible
instruments during the year.
Buy Back of Securities
No securities were bought back during the year.
Sweat Equity
No Sweat Equity Shares were issued during the year.
Bonus Shares
No Bonus Shares were issued during the year.
Employees Stock Option Plan
The company did not provide any Stock Option Scheme to its employees.
Issue of Shares through Preferential Allotment
No equity shares were issued through preferential allotment during the year.
Deposits from Public
The company did not accept any public deposits during the year.
Repayment of Deposit/ Payment of Interest
There were no defaults in the repayment of deposits or payment of interest.
Transfer to General Reserves
No amount was transferred to Special Reserves or General Reserves due to unavailability of profits.
Change in the Nature of Business
There were no changes in the nature of the business during the financial year.
Material Changes and Commitments
The COVID-19 pandemic has increased estimation uncertainties in financial statements. The actual economic conditions may differ from
forecasts, potentially impacting accounting estimates.
Extract of Annual Return
The Annual Return as of March 31,2024, is available on the company’s website: Annual Return - Form MGT-7.
Details of Subsidiary, Joint Venture, and Associate Company
The company has no subsidiaries, joint ventures, or associates.
Fraud Reporting
No frauds were reported by the Statutory or Secretarial Auditors.
Statutory Auditors
M/s Goyal Nagpal & Co., Chartered Accountants, are appointed as Statutory Auditors to hold office until the conclusion of the 30th Annual
General Meeting. Further Audit Committee and the board recommends re-appointment of M/s Goyal Nagpal & Co., Chartered
Accountants to hold office for the Second term of five consecutive years from the conclusion of the 30th AGM of the Company held in 2024
till l the conclusion of the 35th AGM to be held in 2029, as required under Section 139 of the Act read with the Companies (Audit and Auditors)
Rules, 2014.
The reports given by M/s Goyal Nagpal & Co., Chartered Accountants, Statutory Auditors on Standalone Financial Statements of the
Company for F.Y. 2023-24 form part of the Annual Report, which are self- explanatory. The Auditors' Report does not contain any qualification,
reservation or adverse remark or disclaimer given by the Statutory Auditors in their report.
Secretarial Auditor
Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net
worth of the Company are below the threshold limits hence, the provisions of Regulations 1 7-27 and clauses (b) to (i) and (t) of sub-regulation
(2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not
applicable on the Company for the FY 2023-24.
M/s Kundan Kumar Mishra & Associates, Company Secretaries, conducted the secretarial audit and found no qualifications or adverse
remarks but has some observations.
Annual Secretarial Compliance Report
Pursuant to Regulation 15 (2) of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015, the Paid-up Share Capital and Net
worth of the Company are below the threshold limits hence, the provisions of Regulations 1 7-27 and clauses (b) to (i) and (t) of sub-regulation
(2) of regulation 46 and para C, D and E of Schedule V of SEBI (Listing Obligations & Disclosure Requirements) Regulation, 2015 is not
applicable on the Company for the FY 2023-24.
Hence, the Annual Secretarial Compliance Report, as required under Regulation 24A of Listing Regulations, was not required to be obtained.
Cost Audit
The maintenance of cost records and requirements of cost audit as prescribed by Central Government under the provisions of section 148(1)
of the Companies act, 2013 are not applicable. Hence, the Company is not required to maintain cost records and to undertake cost audit
in accordance with the provisions of the Companies Act, 2013.
Internal Auditor
M/s MST and Company, Chartered Accountant, conducted the internal audit with no qualifications or adverse remarks.
Cost Audit
Cost audit provisions are not applicable to the company.
Court/Tribunal Orders
No significant orders were passed by regulators or courts affecting the company’s going concern status.
Disclosure of Application under Insolvency and Bankruptcy Code, 2016
The company has not filed any petition under the Insolvency and Bankruptcy Code, 2016.
Unpaid/Unclaimed Dividend & Investor Education and Protection Fund (IEPF)
During the financial year under review, the Company did not transfer any unpaid or unclaimed dividend to the Investor Education and
Protection Fund (IEPF) in compliance with the applicable provisions of the Companies Act, 2013. This was due to the fact that no amount
was outstanding for transfer as unclaimed dividends that had remained unpaid or unclaimed for a period of seven years or more from the
date, they were due for payment
Development and Implementation of Risk management
Your Company is having comprehensive risk assessment and minimization procedure in place, which are reviewed by the Board periodically.
The Board is responsible for preparation of Risk Management plan, reviewing, monitoring and updating the same on regular and ongoing
basis.
The Company has also formulated the Risk Management Policy through which the Company has identified various risks like quality risk,
industry and competition risk, risk of loss and assets which in the opinion of the Board may threaten the existence of the Company.
Further, the risks control systems are instituted to ensure that the risks in each business process are mitigated. The Audit Committee of the
Board is responsible for the overall risk management in coordination with Internal Auditor who reports directly to the Board. In the opinion of
the Board there have been no identification of elements of risk that may threaten the existence of the Company.
Change in Nature of Business
During the review under a year, there have been no material changes in the nature of business of the Company.
Details of Internal Financial Controls
The company has adequate internal financial controls to safeguard assets and ensure accurate reporting.
Human Resources Management
Our employees are our most important assets. We are committed to hiring and retaining the best talent and being among the industry's
leading employers. For this, we focus on promoting a collaborative, transparent and participative organization culture, and rewarding merit
and sustained high performance. Our human resources management focuses on allowing our employees to develop their skills, grow in their
career and navigate their next.
Corporate Governance
Pursuant to Regulation 15(2) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015, the Company’s Paid-up Share
Capital and Net Worth are below the prescribed threshold limits. Consequently, the provisions of Regulations 1 7 to 27, and clauses (b) to (i)
and (t) of sub-regulation (2) of Regulation 46, along with Para C, D, and E of Schedule V of the SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015, are not applicable to the Company for the financial year 2023-24. In view of the above, the requirement
to furnish the Corporate Governance Report does not apply to the Company during the financial year 2023-24.
Conservation of Energy, Technology Absorption, and Foreign Exchange Earnings and Outgo
• Conservation of Energy: Not applicable as the company does not engage in manufacturing.
• Technology Absorption: Not applicable.
• Foreign Exchange Earnings and Outgo: Nil for both earnings and outgo.
RBI Guidelines
The company complies with RBI norms and has applied for voluntary surrender of its NBFC registration.
Corporate Social Responsibility (CSR)
CSR provisions under Section 135 of the Companies Act, 2013, are not applicable.
Board Meetings & Annual General Meeting
Five Board Meetings were held during the year. The 29th AGM was held on September 28, 2023, via video conferencing.
Meetings of Independent Directors
The Independent Directors met once during the year, on March 31,2024.
Policy on Directors' Appointment and Remuneration
A policy for selection, appointment, and remuneration of Directors, Senior Management, and KMPs is available on the company’s website:
NRC Policy.
Declaration by Directors
All Directors confirm they meet the “fit and proper” criteria and are not disqualified under Section 1 64(2) of the Companies Act, 2013.
Declaration by Independent Directors
The Company has received necessary declaration for each Independent Directors under section 149(7) of the Companies Act, 2013 that
they meet the criteria of independence as laid down under Section 149(6) of the Act and Regulation 16 of SEBI (Listing and Other Disclosure
Requirements) Regulations, 2015 ("SEBI LODR"). The Independent Directors have also confirmed that they have complied with the
Company's code of conduct for Directors and Senior Management Personnel. All the Independent Directors of the Company have
registered themselves in the data bank maintained with the Indian Institute of Corporate Affairs, Manesar ('MCA').
Performance Evaluation of the Board, Its Committees and Individual Directors
Pursuant to applicable provisions of the Companies Act, 2013 read with the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015) ("Listing Regulations"), the Board, has formulated a framework containing, inter-alia, the criteria for performance
evaluation of the entire Board of the Company, its Committees and individual Directors, including Independent Directors.
A structured questionnaire, covering various aspects of the functioning of the board and its Committee, such as, adequacy of the
constitution and composition of the Board and its Committees, matters addressed in the Board and Committee meetings, processes followed
at the meeting, Board's focus, regulatory compliances and Corporate Governance, etc., is in place. Similarly, for evaluation of individual
Director's performance, the questionnaire covering various aspects like his/her profile, contribution in Board and Committee meetings,
execution and performance of specific duties, obligations, regulatory compliances and governance, etc., is also in place.
The Board members had submitted their response for evaluating the entire Board, respective committees of which they are members and
of their peer Board members, including Chairman of the Board.
The Independent Directors had a separate meeting held on 01.03.2024. No Directors other than Independent Directors had attended this
meeting. Independent Directors discussed inter- alia the performance of Non-Independent Directors and Board as a whole and the
performance of the Chairman of the Company after taking into consideration the views of Executive and Non- Executive Directors.
The performance evaluation of all the Independent Directors have been done by the entire Board, excluding the Director being evaluated.
On the basis of performance evaluation done by the Board, it shall be determined whether to extend or continue their term of appointment,
whenever the respective term expires. The Directors expressed their satisfaction with the evaluation process.
Internal Complaints Committee for Prevention of Sexual Harassment
No complaints were received or disposed of during the year.
Details of Directors or KMP Appointed or Resigned
• Director: Mr. Sumit Karmakar will be reappointed at the forthcoming AGM.
• Key Managerial Personnel:
0 Ms. Rajan Kumar Singh was appointed as Company Secretary on April 7, 2023.
0 Ms. Heena Soni resigned effective April 7, 2023.
Committees of the Board
• Audit Committee: Comprising Mr. Sumit Karmakar, Mrs. Neha Gupta, and Mr. Pranay Aneja.
• Nomination and Remuneration Committee: Comprising Mrs. Neha Gupta, Mr. Sumit Karmakar, and Mr. Pranay Aneja.
• Stakeholders Relationship Committee: Comprising Mrs. Neha Gupta, and Mr. Pranay Aneja.
Vigil Mechanism/ Whistle Blower Policy
As per Listing Regulation and Section 177(9) of the Companies Act 2013, the Company has established Vigil Mechanism through which
Directors, Employees and Business Associates may report unethical behavior, malpractices, wrongful conduct fraud, and violation of
company's code of conduct without any fear of reprisal. Vigil Mechanism is being overseen by the Audit Committee for the genuine
concerns expressed by the employees and the Directors. The said Policy provides adequate safeguards against victimization of employees
and Directors who express their concerns.
The Company has also provided direct access to the Audit Committee on reporting issues concerning the interests of employees and the
Company and no employee was denied access to the Audit Committee. The policy as approved by the Board is uploaded and available
on the company’s website: Vigil Mechanism.
Particulars of Employees
The Company had 26 employees on a standalone basis as of March 31, 2024. The percentage increase in remuneration, ratio of
remuneration of each director and key managerial personnel (KMP) (as required under the Act) to the median of employees' remuneration,
and the list of top 10 employees in terms of remuneration drawn, as required under Section 197(12) of the Act, read with Rule 5 of the
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, form part of this Board's report.
Particulars of Loans, Guarantee, or Investments
Details are disclosed in the Financial Statements as exempted from disclosure under Section 186(11) of the Act.
Related Party Transactions
All related party transactions were at arm’s length and in the ordinary course of business.
Compliance with Secretarial Standards
The company has complied with Secretarial Standards -1 & 2.
Risk Management Policy
A Risk Management Policy is implemented and available on the company’s website: Risk Management Policy.
Management Discussion and Analysis Report (MDAR)
The MDAR is presented separately in the Annual Report.
Prudential Norms and Directions of RBI for NBFCs
The company complies with all RBI norms and has filed the required returns.
Particulars of Employees
• Ratio of Remuneration: Pranay Aneja and Rajni Aneja both have a ratio of 6:5.
• Remuneration: No change for Directors; Company Secretary resigned.
• Permanent Employees: 26 as of March 31,2024.
Director's Responsibility Statement
Pursuant to the provision under Section 134(3)(C) of the Companies Act, 2013, the Board of Directors to best of its knowledge & ability confirm
that:
• In the preparation of the annual accounts for the Financial Year ended 31st March, 2024, the applicable accounting standards have
been followed and there are no material departures;
• 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 that period;
• 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;
• The Directors had prepared the annual accounts on a going concern basis; and
• The Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate
and were operating effectively.;
• The Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are
adequate and operating effectively.;
• Based on the framework of internal financial controls and compliance systems established and maintained by the Company, the work
performed by the internal, statutory and secretarial auditors and external consultants, including the audit of internal financial controls
over financial reporting by the statutory auditors and the reviews performed by management and the relevant board committees,
including the audit committee, the Board is of the opinion that the Company's internal financial controls were adequate and effective
during FY 2023-24.
Stock Exchange Listing
The company’s equity shares are listed on BSE Limited’s SME Platform. Listing fees for 2024-23 have been paid.
Acknowledgement
The Board expresses gratitude to shareholders, employees, bankers, customers, and other associates for their support and cooperation.
For and on Behalf of
Stellar Capital Services Limited
Sd/ Sd/
Pranay Aneja Rajni Aneja
(Managing Director) (Whole-time Director)
Date : 07.09.2024
Place : Gurgaon
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