DIRECTORS' REPORT To the Members, Your Directors hereby present their Twenty Fourth Annual Report and the Audited Accounts for the year ended 31st March, 2015. OPERATIONS & STATE OF AFFAIRS OF THE COMPANY During the current year of operation, your Company has registered revenue of Rs. 70.09 lakhs, as compared to Rs. 18.61 lakhs in the previous financial year. Your Company has incurred net loss of Rs. 22.78 lakhs as compared to loss of Rs. 74.83 lakhs in the previous financial year. CHANGE IN NATURE OF BUSINESS During the financial year 2014-15, Company has not changed its nature of business and continues to carry on the same line of business activity. CONSOLIDATION OF ACCOUNTS OF SUBSIDIARY COMPANY The Company has "Stellant Stock Broking Private Limited" as a wholly owned Subsidiary Company as at the end of financial year ended March 31, 2015. The audited financial statement of subsidiary Company is available for inspection during business hours at the Registered Office of the Company. Any member, who is interested in obtaining a copy of audited financial statement of subsidiary Company, may write to the Registered Office of the Company. The salient feature of performance of the Subsidiary Company as on March 31, 2015 in Form AOC- 1 is annexed herewith as 'Annexure I'. DETAILS OF NEW SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES During the financial year, no Company became or ceased to be the Subsidiary, Joint Venture or Associate Company. DIVIDEND AND TRANSFER TO RESERVES In view of the accumulated losses of the Company, your Directors do not recommend any dividend for the year 2014-15 and no amount has been transferred to General Reserve during the year 2014-15. 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 The Board of Directors of the Company at its meeting held on October 16, 2014 had proposed to reduce it fully paid up equity shares capital from Rs. 3,70,24,010/- (Three Crore Seventy Lakhs Twenty Four Thousand and Ten only) to Rs. 74,04,800/- (Rupees Seventy Four Lakhs Four Thousand Eight Hundred only) divided into 7,40,480 equity shares of Rs. 10/- each, thereby reducing 4/5th of share capital out of total paid up capital of the Company. The said reduction was proposed in order to reduce the accumulated losses of the Company to the extent of reduction of capital. The shareholders of the Company had approved the reduction of capital at the Extra Ordinary General Meeting held on 20th July, 2015. The Company is in process of filing applications with statutory authorities and petition with Hon'ble High Court, Bombay. DIRECTORS AND KEY MANAGERIAL PERSONNEL The changes that had occurred in the composition of the Board of Directors and Key Managerial Personnel: 1. During the year 2014-15, Mrs. Mangala Rathod was appointed as Whole Time Director at the Annual General Meeting held on 27th September, 2014 for a period of five years w.e.f. 14th August, 2014. 2. Mr. Deepak Jagtap and Ms. Nilima Raul were appointed as Independent Directors, not liable to retire by rotation, for a period of five year w.e.f 1st April, 2014, by the shareholders at the Annual General Meeting held on 27th September, 2014. 3. In accordance with the provisions of the Companies Act, 2013, Mrs. Mangala Rathod, Whole Time Director of the Company retires by rotation and being eligible, offers herself for reappointment at the ensuing Annual General Meeting who is not disqualified for being re-appointed in terms of Section 164 of the Companies Act, 2013. No other Director or Key Managerial Personnel has been appointed, resigned or retired during the year. 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. EXTRACT OF ANNUAL RETURN The details forming part of the extract of Annual Return in Form MGT-9 is annexed herewith as "Annexure II". MEETINGS During the year, seven 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 III". The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013. 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 loss 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 2014-15. 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 Board has, on the recommendation of the Nomination and Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Nomination and Remuneration Policy is annexed herewith as "Annexure-IV". 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 within the meaning of Section 186 of the Companies Act, 2013. Since the principal business of the Company is acquisition of securities, provisions of Section 186 pertaining to the investments made by Company are not applicable. 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. 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 2014-15, 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 Company's 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. 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 - V' 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 Annual General Meeting of the Company held on 27th September, 2014, M/s. P. R. Agarwal & Awasthi, 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 2017. In terms of the first proviso to Section 139(1) of the Companies Act, 2013, the appointment of the auditors shall be placed for ratification at every Annual General Meeting. The Company has received a written consent and certificate from M/s. P. R. Agarwal & Awasthi, Chartered Accountants, Statutory Auditors of the Company to the effect that their appointment is within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013. Secretarial Auditor The Board had appointed M/s. Jayshree A. Lalpuria & Co, Practising Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended 31st March, 2015 is annexed herewith as "Annexure VI". AUDITOR'S REPORT With regard to the remark of the Auditors concerning non-payment of outstanding statutory liabilities with respect to Income Tax (TDS & MAT), the Directors have to state that same could not be paid in time due to paucity of funds. However, the Company is making the necessary arrangements to clear this liability as well. Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013 The Board of Directors state that M/s. P. R. Agarwal & Awasthi, 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 AUDITOR'S REPORT As regards qualifications/remarks of the Secretarial Auditor in her report, the Directors wish to clarify that: -your Directors had appointed Mr. Kalpesh Fifadara as Chief Financial Officer of the Company w.e.f 14th August, 2015 and shall take necessary steps to appoint Company Secretary as required under Section 203 of the Companies Act, 2013 read with Rule 8 of the Companies Appointment and Remuneration of Managerial Personnel) Rules, 2014. due financial constrains, the Company could not give newspaper advertisement for notice of the book closure as required under section 91 of the Companies Act, 2013 and publication of notice of Board Meeting & Audited (yearly) and Un-audited (quarterly) Financial Results as required under Clause 41 of the Listing Agreement. -the Company has lost its Minutes Book containing minutes of Board, its Committees & General Meetings; the Notices & Agenda issued for various Board Meetings and the statutory registers maintained under the Companies Act, 1956 along with other documents. However the Company has maintained all minutes and Statutory Registers as are required under the Companies Act, 2013. 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. FOR AND ON BEHALF OF THE BOARD, STELLANT SECURITIES (INDIA) LTD. (Bhavesh Bafna) Director DIN: 02402307 (Mangala Rathod) Whole Time Director DIN:02170580 Place: Mumbai Dated: 14th August, 2015 |