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Starlog Enterprises Ltd
Industry :  Miscellaneous
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As on: Oct 02, 2023 04:36 PM

Dear Shareholders,

Your Directors have pleasure in presenting the Thirty-Eight (38th) Annual Reports together with the audited statement of accounts for the financial year ended on 31st March, 2022.

Financial Results

The performance of the Company for the financial year ended on 31st March, 2022 on standalone basis is summarized below:

(Rs in Lakhs)

Particulars Standalone
2021-22 2020-21
Gross Receipts 2,125.39 2,539.05
Gross Profit before Interest and Depreciation 368.26 1049.76
Less: Finance Cost 2,439.71 2,604.21
Less: Depreciation 879.22 1,128.42
Loss Before Tax (2,950.67) (2,682.87)
Add/(Less): Tax Expense 0.00 0.00
Exceptional Item 279.22 (371.02)
Loss After Tax (2,671.45) (3,053.89)
Add: Opening Balance in Profit & Loss Account (20,257.19) (17,203.30)
Closing Balance of Profit & Loss Account (22,928.64) (20,257.19)

Brief Profile of the Company

Starlog Enterprises Limited, with its humble beginning as a crane rental Company in 1983, has rapidly expanded to become one of India's foremost infrastructure solution providers. In the crane rental business, Starlog owns and operating cranes up to 600 MT capacity. There are plans to further enhance the range and limits of our capacity to meet India's growing needs for energy, infrastructure and natural resources. Starlog, on its own and in collaboration with global Port and Logistic providers, has participated in several infrastructure projects all over the country.

Financial Year 2021-2022 turned out to be another challenging year for the Indian Economy, marked by intensified uncertainty and volatility due to the COVID pandemic. The Central Government took several pathbreaking initiatives across the areas of healthcare, infrastructure, social welfare and digital, to support various sections of the economy during the turbulent times which helped accelerate the pace of Sumption of economic activities over the year.

Operating Results and Business Review

FY 2021-22 turned out to be another challenging year for the Indian economy, marked by heightened uncertainty and volatility due to the COVID pandemic. The year began with the second wave of the pandemic having a devastating socio-economic impact in the country followed by a sharp drop in its intensity, which aided smart recovery in economic activity that reached pre-pandemic levels towards the end of the second quarter. Even as economic prospects started looking up, the country was hit hard by the third wave with new cases rising exponentially across major cities and halting the recovery momentum. Just as the third wave had abated in India, geopolitical tensions in Europe sparked off a fresh round of uncertainty in the operating environment.

The prolonged shutdowns, supply chain disruptions had negative impact on human lives and has pushed governments and business to unprecedented turmoil. As an outcome of the Company's restless pursuit to deliver services to its customers, Financial Year 2021-2022 was the year of resilience. The Company significantly improved its financial performance. The resilience was evident in financial and operational parameters. The Company has successfully repaid/settled loans of 5 (out of 8) lenders and obtained "No Dues" from the lenders.

During the year under review, your Company recorded Gross Receipts of Rs 2,125.39 lakhs vis-a-vis Rs 2,539.02 Lakhs in the previous year. Your Company has recorded net loss of Rs 2,671.45 Lakhs vis-a-vis a net loss of Rs 3,053.89 Lakhs in the previous financial year.


Your Directors have not recommended any dividend on Equity Shares for the year under review.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Significant and Material Orders passed by the Regulators or Courts

During the year under review, no significant and material orders were passed by any regulatory authority or courts.

Extract of Annual Return

Pursuant to Section 134(3) (a) and Section 92(3) of Companies Act, 2013 read with Rule 12(1) of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT-9 is annexed herewith as "Annexure A" to this Report. Additionally, the Company has also placed a copy of annual return of the financial year 2021-22 on its website at https://www.starlog.in/financials/annual-reports/.

Board Meetings and Attendance

Serial No. of Date of meeting Serial No. of meeting Date of meeting
1 09th April, 2021 7 15 th November, 2021
2 28th April, 2021 8 08th February, 2022
3 30th June, 2021 9 14th February, 2022
4 16th July, 2021 10 03rd March, 2022
5 14th August, 2021 11 21st March, 2022
6 08th September, 2021

The necessary quorum was present for all the meetings. The maximum interval between any two meetings did not exceed 120 days.

Other Additional details of the Directors, their meetings, attendance etc. have been given in the Corporate Governance Report (Annexure -D) which forms a part of this Annual Report.

Details of Directors / Key Managerial Personnel Appointed or Resigned During the Year

Resignation of Mrs. Amita Chawan with effect from 07th February, 2022 and appointment of Mr. Kunal Lahariya from 08th February, 2022 as a CFO of the Company

Resignation of Mr. Subramanian Natarajan with effect from 15.04.2022 as Independent Director of the Company.

Mr. Viswanathan Shankar joined the Board as Independent Director of the Company with effect from 05.07.2022 and Ms. Mita Jha joined the Board as Independent Director with effect from 09.08.2022.

The Companies Act, 2013 requires meeting of Independent Director once in a year without presence of the executive Directors, Non-Executive Directors, Management or Promoter of the Company. During the year under review, Independent Directors have met once on 20.03.2022.

The Nomination and Remuneration Committee and the Board of Directors have carried out the annual performance evaluation of all the Directors including Independent Directors, Non-executive non-Independent Directors and Managing Director and the Board as a whole.

Declaration given by Independent Directors under Section 149(6) of the Companies Act, 2013

All Independent Directors of the Company have given their respective declaration as required under Section 149(7) of the Companies Act, 2013 to the effect that they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013.

Board Evaluation

Pursuant to the provisions of Companies Act, 2013 and SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 the Board has carried out a formal review for evaluation of its own performance and the directors individually. The performance of the Board was evaluated on the basis of criteria such as the Board composition and structure, effectiveness on processes, participation in assessment of annual operating plan, risks etc. The individual directors are evaluated on factors like leadership quality, attitude, initiatives and responsibility undertaken, decision making, commitment and achievements during the financial year.

In a separate meeting of Independent Directors performance of Non-Independent Directors, performance of the Board as a whole and performance of Chairman was evaluated.

Nomination and Remuneration Policy

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The said Nomination & Remuneration Policy is provided under the Corporate Governance Report.

Directors' Responsibility Statements:

Pursuant to the requirements under Section 134(3) (c) of Companies Act, 2013, with respect to Directors' Responsibility Statement, it is hereby confirmed that:

i) in the preparation of the Annual Accounts for the year ended March 31, 2022, the applicable accounting standards have been followed and there is no material departure from the same;

ii) 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 as at March 31, 2022 and of the loss of the Company for the year ended on that date;

iii) 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;

iv) the Directors have prepared the accounts for the year ended on March 31, 2022 on a going concern basis;

v) the internal financial controls were in place and that the financial controls were adequate and were operating effectively; and

vi) 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.

Reporting Of Frauds

Pursuant to the provisions of Section 134(3) (ca) of Companies Act, 2013, it is hereby confirmed that during the year 2019-20 there have been no frauds reported by the auditors.

Auditors' Appointment/Ratification

M/s. Gupta Rustagi & Co (ICAI Firm Registration NO. 128701W) is appointed as statutory auditors for a period of Five (5) years. Therefore, M/s. Gupta Rustagi & Co, continues to hold the office as statutory auditors of the Company for the year 2021-2022.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s Shivang Goyal & Associates, Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B".

Related Party Transactions

In terms of the SEBI (LODR) Regulations, 2015, the Board of Directors of your Company has approved Related Party Transactions Policy on dealing with Related Party Transactions. The policy may be accessed at the web- link http:// www.starlog.in/html/Corporate.html

All related party transactions are presented to the Audit Committee for approval. A statement of all related party transactions is presented before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of transactions. Since all related party transactions entered into by the Company were in ordinary course of business and were on an arms length's basis, Form AOC-2 is not applicable to Company. Further, Related Party Transactions / disclosures are detailed in note no. 35 of the notes to financial statements.

Business Risk Management

Pursuant to the requirement of Section 134(3) (n) of the Companies Act, 2013, a risk management policy has been framed by the Company indicating the identification of risk related to the business of the Company which may threaten its existence. This policy defines the risk management approach across the organization at various levels including documentation and reporting.

Vigil Mechanism/Whistle Blower Policy

The Company has framed a Vigil Mechanism Policy to deal with instance of fraud and mismanagement, if any. The details of the policy are explained in the Corporate Governance Report and also posted on the website of the Company. The Vigil Mechanism enables the Directors, employees and all stakeholders of the Company to report genuine concerns and provides for adequate safeguards against victimization of person who use Vigil Mechanism and also makes provision for direct access to the Chairman of the Audit Committee.

Committees of The Board

The Details regarding Committees of the Board are mentioned in Corporate Governance Report.

Familiarization Programme of Independent Directors

Your Company has framed various programs to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of industry in which the Company operates, business model of the Company, etc. Your Company aims to provide its Independent Directors, insight into the Company to enable them to contribute effectively. The Company schedules regular meetings for Independent Directors. During these meetings, comprehensive presentations are made on the various aspects such as business models, new business strategies and initiatives by business leaders, risk minimization procedures, recent trends in technology, changes in domestic/overseas industry scenario, digital transformation, and other regulatory regime affecting the Company. These meetings also facilitate Independent Directors to provide their inputs and suggestions on various strategic and operational matters directly to the business. The details of the familiarization Programme are also available on the website of the Company at http:// www.starlog.in/html/Corporate.html

Consolidated Financial Statements

The Annual Audited Consolidated Financial Statements are based on the Financial Statements received from subsidiaries as approved by their respective Board of Directors and have been prepared in accordance with Indian Accounting Standards (Ind AS) which have been notified by the Ministry of Corporate Affairs on February 16, 2015 and form part of this Annual Report.

Corporate Governance

In accordance with Schedule V of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015 and the provisions of the Companies Act, 2013, a separate Section on Corporate Governance Report together with a certificate from the Company's Auditors confirming compliance and Management Discussion Analysis Report are forming part of this Annual Report.

Material Changes and Commitments

There have been no material changes and commitment affecting the financial position of the Company during the financial year 2021-2022.

Report on the Performance and Financial Position of each of the Subsidiaries, Associates and Joint Venture Companies in terms of Rule 8(1) of Companies (Accounts) Rules, 2014

In accordance with the provisions of Companies Act, 2013 ("the Act"), SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("Listing Regulations") and Accounting Standard (AS)-21 on Consolidated Financial Statement, the Audited Consolidated Financial Statement forms part of the Annual Report. The statement containing the salient features which is required to be given in Form AOC -1 are provided under notes to the Consolidated Financial Statement of the Company. Hence not repeated for the sake of brevity. As on 31st March, 2022, the Company had the following Subsidiaries / Joint ventures / Associate Company:


The Company has the following subsidiaries:

1. Starlift Services Private Limited

2. Kandla Container Terminal Private Limited

3. Starport Logistics Limited

4. India Ports & Logistics Private Limited (through Starport Logistics Limited)

5. ABG Turnkey Private Limited (through Starport Logistics Limited)

6. Dakshin Bharat Gateway Terminal Private Limited (through India Ports & Logistics Private Limited)

The following are Associates and Jointly controlled venture of the Company:

1. ALBA Asia Private Limited*

2. Haldia Bulk Terminals Private Limited*

3. ALBA Marine Private Limited*

4. Vizag Agriport Private Limited*

5. South West Port Limited

*These entities are Joint ventures between Starport Logistics Limited and M/ s Louis Dreyfus Armateurs SAS ("LDA"). Further details to the same are given in note no. 36 to the financial statements.

West Quay Multiport Private Limited is not the fellow Subsidiary of Starport Logistics Limited, as Starlog hold 5100 Equity share in WQMPL as against the 4900 of equity shares held by Alba in WQMPL. Additionally, Alba holds 7,07,46,700 preference shares (100% preference share capital) {As per Companies Act 2013, if dividend is not paid consecutively for 2 years Preference Shareholder gets the Voting Rights} in WQMPL. To be qualified for subsidiary the "Voting Shares" and not merely Equity Shares need to be considered. Therefore, while taking the cumulative Voting Shares in WQMPL into consideration, the Voting Shares held by Starlog in WQMPL is mere 0.008% (as against the mandatory requirement of more than 50% voting shares to qualify as a subsidiary), whereas the voting shares held by Alba stands at 99.992%. Therefore, WQMPL, whilst clearly a Subsidiary of Alba, cannot be said to be a Subsidiary of Starlog and fellow Subsidiary of Starport.

Particulars of Loans, Guarantees or Investments by The Company

The Company has given loans covered under the provisions of Section 186 of the Companies Act, 2013. The details of the loans or investments made by Company are given in the Notes to the financial statements.

Fixed Deposit

Your Company has not accepted any Fixed Deposits within the meaning of Sections 73 of the Companies Act,

2013 from the public during the financial year ended on 31st March, 2022.

Explanation and Comments on Emphasis made by Auditors

The observations made in the Auditors' Report are self-explanatory and therefore do not call for any further comments.

Disclosure about Cost Audit

Cost Audit is not Applicable to the Company.

Ratios of Remuneration to Each Director

The disclosure pertaining to remuneration and other details as required to be furnished pursuant to Section

197 (12) read with Rule 5(1) of Companies (Appointment & Remuneration of Managerial Personnel) Rules,

2014 are as follows:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year ended on 31st March, 2022 is 8:1

b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer, Company Secretary in the financial year -NIL

c. The percentage increase in the median remuneration of employees in the financial year is NIL

d. The number of contractual & permanent employees on the rolls of Company: One Hundred and Twenty- Three (123)

e. Average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration: NIL as no increase in remuneration was made to any managerial personnel during the year under review.

f. Affirmation that the remuneration is as per the remuneration policy of the Company: The Board of Director affirms that remuneration is as per the Remuneration Policy of the Company.

The statement containing particulars of top 10 employees and the employees drawing remuneration in excess of limits prescribed under Section 197 (12) of the Act read with Rule 5 (2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as "Annexure - E".

Listing With Stock Exchange

The Company confirms that it has paid the Annual Listing fees for the year 2021-2022 to Bombay Stock

Exchange where the Company's Shares are listed.

Issue of sweat equity shares/issue of shares with differential rights/issue of shares under employee's stock option scheme.

The Company has not issued any sweat equity shares / Issue of Shares with Differential Rights/Issue of Shares under Employee's stock option scheme during the year under review i.e., 2021-22.

Disclosure on purchase by company or giving of loan by it for purchase of its shares.

The Company has neither purchased nor given any loan to anyone for purchase of its shares.

Buy Back of Shares

The Company has not considered any proposal for buyback of shares during the year under review. Management Discussion and Analysis

As per the requirement of Regulation 34(2) and 53(f) read with Schedule V of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Management Discussion and Analysis of the events, which have taken place and the conditions prevailed, during the period under review, are enclosed in "Annexure-C" - to this Report.

Conservation Of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

Considering the nature of business activities being carried out by the Company, the Directors have nothing to report regarding conservation of energy and technology absorption required to be furnished pursuant to Section 134(3) (m) of the Companies Act, 2013, read with Rule 8(3) of The Companies (Accounts) Rules, 2014. The information related to Foreign Exchange Earnings and Outgo is provided in the Notes to Accounts forming part of the Annual Report.

Disclosures under Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013

The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The following is a summary of sexual harassment complaints received and disposed of during the year 202122.

No of complaints received Nil
No of complaints disposed off Nil

Green Initiative

Your Company has taken the initiative of going green and minimizing the impact on the environment. The Company has been circulating the copy of the Annual Report in electronic format to all those

Members whose email addresses are available with the Company. Your Company would encourage other Members also to register themselves for receiving Annual Report in electronic form.


As the global COVID-19 pandemic continues to put pressure on world economy, we acknowledge and thank all at the forefront fighting this pandemic and risking their lives for us. Our priority has been the safety of our employees, customers, vendors and strict adherence to government norms.

Your Directors would like to express their sincere appreciation for the support and co-operation extended by bankers, financial institutions, regulatory bodies, government authorities, shareholders and specifically the contribution made by the employees of the Company in the operations of the Company during the year under review. Your Directors look forward to their continued support.

For and on behalf of Board of Directors
Starlog Enterprises Limited
Saket Agarwal
Managing Director
DIN: 00162608
Place: Mumbai
Date: 08.09.2022