To,
The Members,
Your Directors have pleasure in presenting the 28th Annual Report of your Company along
with Audited Financial Statements and the Auditor's Report thereon for the year ended 31st
March, 2022.
FINANCIAL PERFORMANCE
The Performance of the Company for the financial year ended 31st March 2022
is summarized below
Particulars |
Financial year ended |
(IN RUPEES) |
|
|
|
|
31st March, 2022 |
31st March, 2021 |
Total Income |
33,960,400 |
46,733,890 |
Total expenditure |
29,934,220 |
36,407,330 |
Profit before tax |
4,026,180 |
10,326,560 |
Profit after tax |
3,104,620 |
7,987,900 |
Paid- up Share Capital |
249,615,000 |
249,615,000 |
Reserves and Surplus |
230,207,920 |
227,103,300 |
HIGHLIGHTS OF PERFORMANCE
The above figures are extracted from the financial statements prepared in accordance
with the Indian Accounting Standards (Ind AS), in compliance with the Companies (Account)
Rules, 2014 and accounting standards notified under Section 133 of the Companies Act,
2013, read with the Companies (Indian Accounting Standards) as amended and the Securities
and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 (SEBI Listing Regulations).
During the year under review, Income for the year is decreased from Rs. 46,733,890/-in
2021 to Rs. 33,960,400/-in 2022. Profit before tax decreased from Rs. 10,326,560/-in the
previous year to Rs. 4,026,180/-in current year. The net profit also decreased from Rs.
7,987,900/-in the previous year 2021 to Rs. 3,104,620/in the current year.
OPERATIONS
During the year under review, the total revenue was Rs. 33,960,400 /- as against Rs.
46,733,890/- during the corresponding period last year, a decline of 37.6% (approx.)
recorded this year. Due to the continuing effect of outbreak of the COVID-19, the entire
world economies are still affected. The operation gradually started over the period of
time as per the guidelines of Central, State Government and Local Authorities. As an
organization, your company has been strictly adhering to social distancing norms,
limitation on percentage of personnel engagenement in offices and other lockdown
announcements and directons issued by administration.
DIVIDEND
To maintain the liquidity of funds, the Board of Directors has decided not to declare
any dividend for this financial year 2021-22. The Board assures you to present a much
strong financial statements in coming years.
DIVIDEND DISTRIBUTION POLICY
The Dividend Distribution Policy, containing the requirements prescribed in Regulation
43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015 is not applicable on the Company.
SHARE CAPITAL
The Paid up Share Capital as on 31st March, 2022 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 PREFERENTIAL ALLOTMENT
The Company has not issued any equity shares by way of preferential allotment during
the year under review.
DEPOSITS FROM PUBLIC
The Company has not accepted any 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.
REPAYMENT OF DEPOSIT/ PAYMENT OF ANY INTEREST
The Company has not made any default in repayment of Deposit or payment of any
Interest.
TRANSFER TO GENERAL RESERVES
The Company has transferred an amount of Rs. 6,20,920/- 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, 2022.
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 ongoing COVID-19 pandemic has increased the estimation uncertainty in the
preparation of the Financial Statements for the year ended 31st March, 2022. The Company
has developed various accounting estimates in these Financial Statements based on
forecasts of economic conditions which reflect expectations and assumptions as at 31st
March, 2022 about future events that the Management believe are reasonable in the
circumstances. There is a considerable degree of judgment involved in preparing forecasts.
The underlying assumptions are also subject to uncertainties which are often outside the
control of the Company. Accordingly, actual economic conditions are likely to be different
from those forecasted since anticipated events frequently do not occur as expected, and
the effect of those differences may significantly impact accounting estimates included in
these financial statements.
Other than the above-mentioned situation affecting the Company, there is no material
change and commitment that have occurred after the closure of the Financial Year
2021-22till the date of this Report, which would affect the financial position of your
Company.
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 Annual Return as
on 31st March, 2022 in Form No. MGT-7 is available on the Company's website and
can be accessed at the web-link: https://www.stellarcapital.in/investors-info/
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.
FRAUD REPORTING
During the Financial Year 2021-22, neither the Statutory Auditors nor the Secretarial
Auditors have reported any fraud in their respective Audit Reports.
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
As per the provisions of Section 139 of the Companies Act, 2013, Goyal Nagpal &
Co., Chartered Accountants (Firm Registration No.: 100515W), was recommended as statutory
auditor of the company by the Board of Directors of the Company, at its meeting held on
May 18, 2022. Subsequently members of the Company in Extra-Ordinary General Meeting held
on 16.08.2022 appointed M/s Goyal Nagpal & Co.,Chartered Accountants (Firm
Registration No.: 100515W), as the Statutory Auditors of the Company till the conclusion
of the ensuing Annual General Meeting on such remuneration as may be decided by the Board
of Directors of the Company.
Further, RBI Circular: RBI/2021- 22 /25 Ref. No. DoS. CD.ARG/SEC.01/ 08.91.001/2021-22
dated April 27, 2021 (RBI Guidelines) provides that Audit Firms completing
tenure of three financial years in the NBFC were not eligible to continue to hold office
as Statutory Auditors of the NBFC. Accordingly, M/s Goyal Nagpal & Co. (Firm
Registration No.: 100515W) are appointed as Statutory Auditors of the Company to hold
office from conclusion of 28th Annual General Meeting till the conclusion of 30th Annual
General Meeting of the Company to conduct the audit of accounts of the Company for the
financial year ending March 31, 2023 and March 31, 2024.
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. The Statutory Auditors were
present in the last AGM.
SECRETARIAL AUDITOR
M/s Kundan Kumar Mishra &Associates, Company Secretaries, was re-appointed as a
secretarial auditor to conduct the secretarial audit of the Company for the F.Y 2021-22,
as required under Section 204 of the Companies Act, 2013 and rules there under. The
Secretarial Audit Report for F.Y 2021-22 forms a part of this Report as
Annexure-II. The aforesaid Report of the Company for the financial year under
review does not contain any qualification, reservation, adverse remark or disclaimer.
INTERNAL AUDITOR
M/s MST and Company, Chartered Accountant was re-appointed as an internal auditor of
the Company. The Internal Audit Report for F.Y 2021-22 has been submitted to Audit
Committee. The aforesaid Report of the Company for the financial year under review does
not contain any qualification, reservation, adverse remark or disclaimer.
COST AUDIT
Provisions under sub-section (1) of section 148 of the Companies Act, 2013 related to
Cost Audit is not applicable to the Company and accordingly such accounts and records are
not required to be maintained.
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 Company's operations in
future.
DISCLOSURE OF APPALICATION MADE UNDER INSOLVENCY AND BANKRUPTCY CODE, 2016
During the year, the Company has not filed any petition before the National Company Law
Tribunal or there are no pending proceedings against the Company under the Insolvency and
Bankruptcy Code, 2016 for recovery of outstanding loans against its customers.
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 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, 2022 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: -
Particulars |
Year 2021 |
Year 2022 |
|
(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 being NBFC Company. During the year under review, the
Board in the meeting held on 18.01.2022 decided to apply for volutanry surrender of the
Non Banking Financial Company (NBFC) registration certificate no. 14.02359 dated March 23,
2001 to Reserve Bank of India (RBI) to carry a Non-NBFC business. The application is still
in process with Reserve Bank of India (RBI) and company being NBFC, follows the applicable
Rules and regulations.
CORPORATE SOCIAL RESPONSIBILITY (CSR)
Provisions related CSR under Section 135 of the Companies Act, 2013 are not applicable
to the Company.
BOARD MEETINGS & ANNUAL GENERAL MEETING
During the financial year 2021-22, 07 (Seven) Board Meetings were held on 30th June
2021, 26th July 2021, 04th September 2021, 13th November
2021, 18th January 2021, 02nd February 2022, 10th March,
2022. 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.
The 27th Annual General Meeting (AGM) of the Company was held on 30.09.2021 at the
registered office of the Company through Video Conferencing or other Audio Visual Means.
MEETINGS OF INDEPENDENT DIRECTORS
The Independent Directors met once during the year under review, on 31st
March, 2022. The Meeting was conducted in an informal manner without the presence of the
Whole-time Directors, the Non-Executive Non-Independent Directors, or any other Management
Personnel.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
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. The Salient features of the policy are :-
To pay equitable remuneration to directors, KMPs and employees of the Company and to
harmonize the aspirations of human resources consistent with the goals of the Company. To
guide the Board in relation to appointment and removal of Directors, Key managerial
Personnel and Senior Management. To lay down criteria for identifying persons who are
qualified to be appointed in senior management of the Company. Such policy 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 DIRECTORS
All the Directors of the Company have confirmed that they satisfy the fit and
proper criteria as prescribed under Chapter XI of RBI Master Direction No. DNBR.
PD.008/ 03.10.119/2016-17 dated 1st September, 2016 and that they are not
disqualified from being appointed/continuing as Directors in terms of section 164(2) of
the Companies Act, 2013.
DECLARATION BY INDEPENDENT DIRECTORS
In terms of Section 149 of the Act and the SEBI Listing Regulations, Mrs. Neha Gupta
and Mr. Ravi Bhushan Kumar are the Independent Directors of the Company. 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 Regulation 16 of SEBI (LODR) and
subsequently the same was placed at the Board Meeting. The Board has confirmed the
statement of directors also.
Independent director has complied with the Code for independent directors as specified
in Schedule IV of the Companies Act 2013. In terms of Section 150 of the Act read with
Rule 6 of the Companies (Appointment and Qualification of Directors) Rules, 2014, as
amended, Independent Directors of the Company have their names included in the data bank
of Independent Directors maintained with the Indian Institute of Corporate Affairs and
qualified the proficiency test.
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.In a separate meeting of
Independent Directors,performance of Non-Independent Directors, the Board as a whole and
the Chairman of the Company was evaluated,taking into account the views of the Executive
Director and NEDs.
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.
The following is a summary of Sexual Harassment complaint(s) received and disposed off
during the year 2021-22, pursuant to the POSH Act and Rules framed thereunder: a) Number
of complaint(s) of Sexual Harassment received during the year Nil b) Number of
complaint(s) disposed off during the year Nil c) Number of cases pending for more than 90
days Nil d) Nature of action taken by the employer or District Officer Not Applicable
DETAILS OF DIRECTORS OR KMP APPOINTED OR HAVE RESIGNED DURING THE YEAR.
DIRECTOR
In accordance with the provisions of Section 152 of the Act, Mr. Sumit Karmakar,
Director retires by rotation at the forthcoming Annual General Meeting and, being eligible
offers himself for re-appointment. The Board recommends his re-appointment for the
consideration of the Members of the Company at the forthcoming Annual General Meeting.
KEY MANAGERIAL PERSONNEL
During the period under review Ms. Anjali Singh has resigned from the position of
Company Secretary and Compliance Officer of the Company w.e.f. 15th October, 2021 and Mr.
Deepanshu Mittal, has appointed (having Membership No.: A66663), as Company Secretary and
Compliance Officer of the Company with effect from 02nd February, 2022, further he
resigned from the position of Company Secretary and Compliance Officer of the company
w.e.f. 08th day of February, 2022.
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. Ravi Bhushan Kumar Mrs. Neha Gupta Mr. Pranay Aneja During the
financial year 2021-22, 04 (four) Audit Committee Meetings were held on 30th
June 2021, 04th September 2021, 13th November 2021 and 10th
March 2022.
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 : Mrs. Neha Gupta Mr. Sumit Karnmakar Mr. Ravi Bhushan
Kumar During the financial year 2021-22, 04 (Four) Nomination & Remuneration Committee
Meetings were held on 30th June, 2021 26th July, 2021, 04th
September, 2021 and 02nd February, 2021.
Stakeholders Relationship Committee
The Stakeholders' Relationship Committee is constituted in line withthe
provisions of Section 178 (5) of the Companies Act, 2013 and comprise of following members
: Mr. Ravi Bhushan Kumar Mrs. Neha Gupta
Page 25 of 75
Mr. Pranay Aneja
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 also posted on the website of the company i.e.
www.stellarcapital.in under the link of
http://stellarcapital.in/wp-content/uploads/2018/05/VIGIL-MECHANISM.pdf
PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186
Pursuant to Section 186(11) of the Companies Act, 2013 (the Act), the
provisions of Section 186(4) of the Act requiring disclosure in the Financial Statements
of the full particulars of the loans made and guaranteesgiven or securities provided by a
Non- Banking Financial Company in the ordinary course of its business and the purpose for
which the loan or guarantee or security is proposed to be utilised by the recipient of the
loan or guarantee or security are exempted from disclosure in the Annual Report.
Further, pursuant to the provisions of Section 186 (4) of the Act, the details of
investments made by the Company are disclosed in the Financial Statements.
RELATED PARTY TRANSACTIONS
All the related party transactions entered during the financial year were on arm's
length basis and also in the ordinary course of the business. There were 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 complied all the required compliances of Secretarial
Standards -1 & 2 as prescribed by the Institute of Company Secretaries of India.
RISK MANAGEMENT POLICY
Managing of Risk is an Integral part of Company's 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 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: Ratio
of remuneration of each Director to median remuneration of the employees of the company
for the financial year 2021-22:
S .NO Name of Director |
Ratio of remuneration remuneration of employees |
of director to median |
1 Pranay Aneja (Managing Director) |
6 :5 |
|
2. Rajni Aneja (Whole time Director) |
6 :5 |
|
Percentage increase in remuneration of each Director, CFO, CEO, CS or Manager, if
any,in the Financial Year 2021-22 compared to Financial Year 2020-21
S.No Pranay Aneja |
Rajni Aneja |
|
Rajeev Tyagi |
(Managing Director) |
(Whole Time Director) |
(Company Secretary) |
(CFO) |
1 No Change |
No Change |
Resigned |
No Change |
1. Percentage Increase in median remuneration of employees during the year No
change.
2. The Number of Permanent employee on the roll of the Company as on 31st March,
2022 was Twelve.
3. 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 year2021-2022 The remuneration paid to all key managerial
personnel was in accordance with remuneration policy adopted by the company.
DIRECTOR'S 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 2021-22
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 on SME Platform. The
Company has already paid listing fees for the financial Year 2022-23 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
Sd/ |
Sd/ |
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 |
Date : 07.09.2022 |
|
Place : Gurgaon |
|
ANNEXURE-II
|