To the Members,
Your Directors hereby present their 34th Annual Report and the Audited
Accounts for the year ended 31st March, 2025.
FINANCIAL RESULTS:
(Amount in Rupees in lacs)
|
Year ended 31-03-2025 |
Year ended 31-03-2024 |
Sales and Other Income |
181.40 |
45.01 |
Profit/(Loss) before |
167.11 |
35.63 |
Depreciation and Tax |
|
|
Less: Depreciation |
-- |
-- |
Profit/(Loss) before Tax |
167.11 |
35.63 |
Less: Provision for Taxation |
|
|
Current Tax |
38 |
-- |
Profit/(Loss) After Tax |
129.11 |
35.63 |
Balance Brought Forward |
(68.01) |
(103.64) |
Balance carried over |
61.10 |
(68.01) |
OPERATIONS & STATE OF AFFAIRS OF THE COMPANY
During the current year of operation, the total revenue of the Company stood at Rs.
181.40 lacs as compared to Rs. 45.01 lacs in the previous year. The Company has a profit
of Rs. 167.11 lacs during the year as compared to profit of Rs. 35.63 lacs in the previous
financial year.
CHANGE IN NATURE OF BUSINESS
During the financial year 2024-25, Company has not changed its nature of business and
continues to carry on the same line of business activity.
DETAILS OF 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
Your Directors do not recommend any dividend for the year 2024-25 and no amount has
been transferred to any Reserve during the year under consideration.
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
There is no occurrence of material change and commitment made between the end of the
financial year and date of this report which has affected the financial position of the
company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with the provisions of the Companies Act, 2013 and Articles of
Association, Mrs. Mangala Rathod (DIN: 02170580), Whole-time Director of the Company
retires by rotation and being eligible, offers herself for re-appointment at the ensuing
Annual General Meeting who is not disqualified for being re-appointed in terms of Section
164 of the Companies Act, 2013.
The terms of office of Mrs. Mangala Rathod, as Whole-time Director of the Company
expires on 13th August, 2025. The Board of Directors on recommendation of
Nomination and Remuneration Committee recommends re-appointment of Mrs. Mangala Rathod as
Whole-time Director of the Company for a period of 3 years w.e.f. 14th August,
2025.
Based on the recommendation of Nomination and Remuneration Committee ("NRC"),
and in terms of the provisions of the Act, Mr. Jaydeep Pandya (DIN: 07918780) was
appointed as an Additional and Non- Executive Independent Director of the Company by the
Board, not liable to retire by rotation, for a term of 5 years i.e. from 31st July,
2025 to 30th July, 2030, subject to approval of the Members. As per the
provisions of the Companies Act 2013, Mr. Jaydeep Pandya holds office till the ensuing
Annual General Meeting and being eligible, offers himself for appointment as Director. The
Board recommends his appointment as Independent Director.
At the Annual General Meeting of the Company held on 26th August, 2024, the
shareholders of the Company regularized the appointment of Mr. Suhas Ashok Kadam (DIN:
10521378), who was appointed as Additional Independent Director with effect from 28th
May, 2024. However, due to some personal exigencies, Mr. Suhas Ashok Kadam tendered his
resignation and ceased to be a Non- Executive Independent Director of the Company with
effect 31st July, 2025.
During the year, there has been no other change in the composition of the Board of
Directors or Key Managerial Personnel of the Company.
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.
ANNUAL RETURN
The Annual Return of the Company as on 31st March, 2025 in Form MGT - 7 in
accordance with Section 92(3) of the Act read with Rule 12 of the Companies (Management
and Administration) Rules, 2014, is available on the website of the Company at
https://www.stellantsecurities.com/investors.php
MEETINGS
During the year, four 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 - I".
The intervening gap between the meetings was within the period prescribed under the
Companies Act, 2013 and the Secretarial Standard on Board Meetings issued by ICSI.
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 profit 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 under consideration.
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 composition of the Audit Committee is as follows:
Name of the Director |
Status |
Mr. Mahipat Indermal Mehta |
Chairman |
Mr. Bhavesh Bafna |
Member |
Mr. Suhas Ashok Kadam |
Member |
POLICY ON DIRECTOR'S APPOINTMENT AND REMUNERATION
Pursuant to Section 178(3) of the Companies Act, 2013, the nomination and remuneration
policy of the Company which lays down the criteria for determining qualifications,
competencies, positive attributes and independence for appointment of Directors and
policies of the Company relating to remuneration of Directors, KMP and other employees is
available on the Company's website at https://www.stellantsecurities.com/investors.php
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 or made any new investments within the meaning
of Section 186 of the Companies Act, 2013.
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.
i.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, 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. The details as required under Rule 8(5)(x) of the Companies Accounts
Rules, 2014 are as under:
i. Number of sexual harassment complaints received in the year |
Nil |
ii. Number of sexual harassment complaints disposed off during the year |
Nil |
iii. Number of sexual harassment complaints pending beyond 90 days |
Nil |
DISCLOSURE UNDER THE MATERNITY BENEFIT ACT, 1961
The provisions of the Maternity Benefit Act, 1961 are not applicable to the Company
during the year.
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 app, mgtroved and adopted by the Board of Directors of the
Company. The vigil mechanism is available on the Company's website at
http://www.stellantsecurities.com/investors.php.
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 II' 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 Company's 31st Annual General Meeting held on 29th September,
2022, M/s. R.K. Khandelwal & Co., Chartered Accountants (Firm registration No.
105054W), were re-appointed as Company's Statutory Auditors to hold office till the
conclusion of the 36th Annual General Meeting to be held for the financial year
ended 31st March, 2027, covering second term of five consecutive years.
Pursuant to Sections 139 and 141 of the Act read with the Companies (Audit and
Auditors) Rules 2014, the Statutory Auditors have furnished a certificate of their
eligibility and consent as the Auditors of the Company.
Secretarial Auditor
In compliance with Regulation 24A of the SEBI Listing Regulations and Section 204 of
the Act, the Board at its meeting held on 31st July, 2025, based on
recommendation of the Audit Committee, has approved the appointment of M/s. Ashish O.
Lalpuria & Co, Practising Company Secretaries, a peer reviewed firm (FCS No. 9381, CP
No. 11155) as Secretarial Auditors of the Company for a term of five consecutive years
commencing from FY 2025-26 till FY 2029-30, subject to approval of the Members at the
ensuing AGM.
The Board had appointed M/s. Jayshree A. Lalpuria & Co., Practising Company
Secretaries, to conduct Secretarial Audit for the financial year 2024-25. The Secretarial
Audit Report for the financial year ended 31st March, 2025 is annexed herewith
as "Annexure - III".
AUDITOR'S REPORT
The Auditor's Report for the financial year ended 31st March, 2025 does not
contain any qualification, reservation or adverse remark or disclaimer of the Auditor.
Reporting of fraud by the Auditor under Section 143(12) of the Companies Act, 2013
The Board of Directors states that M/s. R.K. Khandelwal & Co., Chartered
Accountants, 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 due to financial constraints, the Company could not give
newspaper advertisement for Audited (yearly) and Un-audited (quarterly) Financial Results
as required under Regulation 47 of Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015. The Company has now started
publishing the said advertisement in newspaper as required under Regulation 47 of SEBI
Listing Regulations.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
The Management Discussion and Analysis Report as required under Regulation 34(2) of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015 is provided in "Annexure - IV" and forms a part of the
Annual Report.
OTHER DISCLOSURES
a. No application has been made under the Insolvency and Bankruptcy Code; hence the
requirement to disclose the details of application made or any proceeding pending under
the Insolvency and Bankruptcy Code, 2016 (31 of 2016) during the year along with their
status as at the end of the financial year is not applicable; and
b. The requirement to disclose the details of difference between amount of the
valuation done at the time of onetime settlement and the valuation done while taking loan
from the Banks or Financial Institutions along with the reasons thereof, is not
applicable.
ACKNOWLEDGEMENT:
Your directors would like to place on record their gratitude for the continuous support
and co-operation 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) |
(Mangala Rathod) |
Place: Mumbai |
Director |
Whole Time Director |
Dated: 31st July, 2025 |
DIN: 02402307 |
DIN: 02170580 |
Board Meetings:
The Board Meetings for the financial year ended 31st March, 2025 were held
on 28th May, 2024, 11th July, 2024, 7th November 2024 and
30th January, 2025. The details of attendance of each director at the
Board Meetings are as given below:
Name of Director |
No. of Meetings attended |
Mrs. Mangala Rathod |
4 |
Mr. Bhavesh Bafna |
4 |
Mr. Mahipat Indermal Mehta |
4 |
Mr. Suhas Ashok Kadam |
4 |
Audit Committee:
The Meetings of the Audit Committee for the financial year ended 31st March,
2025 were held on 28th May, 2024, 11th July, 2024, 7th November
2024 and 30th January, 2025. The details of attendance of each director
at the Audit Committee Meetings are as given below:
Name of Director |
No. of Meetings attended |
Mr. Bhavesh Bafna |
4 |
Mr. Suhas Ashok Kadam |
3 |
Mr. Mahipat Indermal Mehta |
4 |
Nomination & Remuneration Committee:
The Meetings of the Nomination & Remuneration Committee for the financial year
ended 31st March, 2025 were held on 28th May, 2024 and, 11th
July, 2024. The details of attendance of each director at the Audit Committee
Meetings are as given below:
Name of Director |
No. of Meetings attended |
Mr. Bhavesh Bafna |
2 |
Mr. Suhas Ashok Kadam |
1 |
Mr. Mahipat Indermal Mehta |
2 |
Stakeholders Relationship Committee:
The Meetings of the Stakeholders Relationship Committee for the financial year ended 31st
March, 2025 were held on 28th May, 2024, 11th July, 2024, 7th November
2024 and 30th January, 2025. The details of attendance of each director
at the Audit Committee Meetings are as given below:
Name of Director |
No. of Meetings attended |
Mr. Bhavesh Bafna |
4 |
Mr. Mahipat Indermal Mehta |
4 |
|