As on: Apr 28, 2024 03:49 AM
To,
The Members
M/s. STEADFAST CORPORATION LIMITED Hyderabad
Dear Members,
Your Directors have pleasure in presenting the Company's 28thAnnual Report with the Audited financial statements of the Company for the Year ended 31st March, 2023.
1. Financial Results
The summarized standalone and consolidated financial results of your Company and its joint venture are given in the table below:
(Amount in Rs.)
2. BUSINESS OPERATIONS
On a standalone and consolidated basis the company has earned profit of Rs.4.21 Lakh. since no business was carried in RAUS-SCL(JV) and hence the standalone and consolidated financial figures are more or less same.
Your directors feel that your company will achieve better results in the coming years.
No material changes and commitments have occurred after the close of the financial year till the date of this report which effects the financial position of the Company.
During the year under review, there is no change in nature of the business of the Company. The affairs of the Company are conducted in accordance with the accepted business practices and within the purview of the applicable legislations.
3. OUTLOOK FOR THE CURRENT YEAR:
The Company had already diversified it activities by investing in Infrastructure Projects, Health Care Services and real estate activities. Your Directors are hopeful of better performance by your Company in the coming years due to the initiatives offered by the Central or State Governments and improving conditions in the field of infrastructure and health care services.
4. SHARE CAPITAL:
As on 31st March, 2023, the issued, subscribed and paid up share capital of your Company stood at Rs.7,13,10,000./-, comprising 71,31,000 equity shares of Rs.10/- each.
5. DIVIDEND:
During the year the Company has not recommended and declared any dividend for the financial year ended 31st March, 2023.
6. RESERVES:
During the year the Company has transferred an amount of Rs.4,20,913/-to Reserves & Surplus under "Surplus in Statement of Profit and Loss".
7. COMPOSITION OF THE BOARD AND DETAILS OF BOARD MEETINGS
The board of directors met 4 (four) times during the year 2022-23 on 27.05.2022, 11.08.2022, 12.11.2022, and 11.02.2023.
Familiarization Programme for Independent Directors:
The details of the familiarization programme for the Independent Directors is reported in the Report on Corporate Governance which is attached to the Board's Report
8. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:
The following are the Key Managerial Personnel of the Company pursuant to section 203 of the Companies Act, 2013 as on 31.03.2023
During the financial year, Mr. B. Srinivasa Rao, Company Secretary and Compliance Officer of the Company has resigned from the post of Whole Time Company Secretary and Compliance Officer of the Company w.e.f. 31.08.2022. Further that Board of Directors, based on the recommendation of the Nomination and Remuneration Committee, in their Meeting held on 11th August, 2022 appointed Mr. N. Ashok as Company Secretary and Compliance Officer of the Company w.e.f 01.09.2022.
Apart from the above there has been no change in Directors and key managerial persons.
Retirement of Directors:
In terms of Article 84 of the Articles of Association of the Company Dr. Keesara Vivek Reddy, Director retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for reappointment. Nomination & Remuneration Committee and the Board recommended his re-appointment for approval of the members at the ensuing AG M.
9. COMMITTEES OF THE BOARD:
The details of the Committees of the Board viz., Audit Committee, Nomination and Remuneration Committee and Stakeholders Relationship Committee, Share Transfer Committee are reported in the Report on Corporate Governance which forms part of the Board's Report.
10. LISTING:
The Company has been listed at Metropolitan Stock Exchange of India Limited (MSEI) w.e.f. 1st March, 2018. The stock exchange symbol for shareholders identity is STEADFAST.
11. AUDITORS:
At the Annual General Meeting held on 30th September, 2021, M/s. Ramasamy Koteswara Rao and Co LLP, were reappointed as Statutory Auditors of the Company to hold office for five consecutive years till the conclusion of the 31st Annual General Meeting of the Company in the calendar year 2026.
Accordingly, M/s. Ramasamy Koteswara Rao and Co LLP will continue as the Statutory Auditors of the Company till conclusion of 31st Annual General Meeting of the Company.
Further they confirmed that they are not disqualified to continue as Statutory Auditors.
12. EXTRACT OF ANNUAL RETURN:
Pursuant to the provisions of Section 92 (3) and section 134(3) of the Act read with Rule 12 of the Companies (Management and Administration) Rules, 2014 as amended from time to time, the Annual Return of the Company as on 31st March, 2023 is available on the Company's website and can be accessed at https://www.steadfastcorp.in/.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, your Directors confirm that:
a) in the preparation of annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;
b) the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the company at the end of financial year and of the Profit of the Company for that period;
c) the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provision of this Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;
d) the directors had prepared the annual accounts on a going concern basis;
e) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
14. INTERNAL FINANCIAL CONTROLS:
The Company has in place an adequate system of internal controls. The details of the internal controls System are given in the Management Discussion and Analysis Report which forms part of the Board's Report.
The internal financial controls with reference to the Financial Statements for the year ended 31st March, 2023 commensurate with the size and nature of business of the Company.
15. DECLARATION BY INDEPENDENT DIRECTORS:
Mr. Rithwik Reddy Musku and Mrs. Velagala Anjana Devi are Independent Directors on the Board of your Company. In the opinion of the Board and as confirmed by these Directors, they fulfill the conditions specified in section 149(6) of the Act and the Rules made thereunder read with Reg.16(1)(b) of SEBI LODR, about their status as Independent Directors of the Company. In the opinion of the Board, the Independent Directors of the Company possess necessary expertise, integrity and experience.
The Independent Directors of the Company have confirmed that they have registered themselves with the Indian Institute of Corporate Affairs (IICA) and have included their names in the databank of Independent Directors
16. MEETING OF INDEPENDENT DIRECTORS:
The details of the separate meeting of the Independent Directors is reported in the Report on Corporate Governance which forms part of the Board's Report.
17. POLICY ON DIRECTOR'S APPOINTMENTS AND REMUNERATION INCLUDING CRIETERIA FOR DETERMINING QUALIFICATIONS, POSITIVE ATTRIBUTES ETC.,:
The details of Policy on director's appointment and Remuneration (i.e. Nomination and Remuneration Policy), criteria for determining qualifications, positive attributes, independence of directors are disseminated on the website of the company i.e www.steadfastcorp.in.
18. SECRETARIAL AUDIT
In terms of Section 204 of the Companies Act 2013 and the Rules made thereunder, M/s. V. Bhaskara Rao & Co., Hyderabad, Practicing Company Secretary has been appointed as Secretarial Auditor of the Company for the year 2022-23. The report of the Secretarial Auditors is annexed to this Report.
19. INTERNAL AUDIT
In terms of Sec. 138 of the Companies Act, 2013, during the year the existing internal auditor Mr. Kommineni Sambasiva Rao, Chartered Accountant, has been resigned from the company and M/s. M.N. Rao & Associates, Chartered Accountants have been appointed as internal auditors of the company vide meeting of the Board of Directors of the company held on 12.11.2022 and the Internal Auditor of the company directly reports to the Audit Committee.
20. EXPLANATIONS ON QUALIFICATIONS MADE BY THE AUDITORS:
There were no qualifications, reservations or adverse remarks or disclaimers made by (i) Statutory Auditors i.e. M/s. Ramasamy Koteswara Rao and Co LLP, Chartered Accountants, Hyderabad, in their Independent audit report and (ii) V Bhaskara Rao & Co., Practicing Company Secretaries, Hyderabad in their Secretarial Audit Report.
21. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
During the year the company has not given/made Loans/Guarantees. However as the provisions of Section 186 of the Companies Act, 2013, the existing loans, guaranties and investments details are given in the note 4 of the Financial Statements.
22. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
The Company formulated the Policy on dealing with Related Party Transactions.
During the financial year the company does not have any related party transactions with related parties as required under sec 134 (3) (b) of Companies Act, 2013 read with rule 8 of Companies (Accounts) rules 2014 which forms part of this report.
23. DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO :
As the Company is not carrying out any manufacturing activity the particulars disclosures prescribed under the provisions of the Companies Act, 2013 are not applicable.
However the Company has making continuous efforts to keep the employees informed of all emerging technologies and developments which are relevant to Business of the Company.
24. RISK MANAGEMENT POLICY
The Company does not have any Risk Management Policy as the elements of risk threatening the Company's existence are very minimal.
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The Company does not fall under the criteria specified in Section 135 of the Act and hence no policy was developed by the company on Corporate Social Responsibility.
26. MANNER IN WHICH FORMAL ANNUAL EVALUATION HAS BEEN MADE BY THE BOARD OF ITS OWN PERFORMANCE AND THAT OF ITS COMMITTEES AND INDIVIDUAL DIRECTORS:
Pursuant to the provisions of the Companies Act 2013 the Board has carried out evaluation of (i) its own performance, (ii) the directors individually and (iii) working of its Committees. The manner in which the evaluation was carried out is reported in the Report on Corporate Governance forming part of this Report.
27. SUBSIDIARIES, JOINT VENTURES OR ASSOCIATE COMPANIES AND REPORT ON THE PERFORMANCE OF JOINT VENTURE
The company has no Subsidiaries(s)/Associate Companies, However the Company has a Joint Venture with M/s. R.A.U.S Constructions Private Limited on the name and style as M/s. RAUS-SCL (JV) and there was no business in JV during the financial year.
The consolidated financial statements of the Company and its Joint Ventures prepared in accordance with the accounting principles generally accepted in India, including the Accounting Standards specified under Section 133 of the Companies Act, 2013 read with relevant Rules, form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.
Statement containing salient features of financial statements of subsidiaries and associates.
Pursuant to Section 129(3) of the Act, the statement containing the salient features of the financial statements of Company's Joint Venture is enclosed in AOC-1 at Annexure-1 of Board's Report.
And further during the year there were no companies which have become or ceased to be its subsidiaries, joint ventures or Associate companies
The Company has adopted a Policy for determining Material subsidiaries in terms of Regulation 16(1)(c) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Policy approved by the Board is available on the website of the Company at www.steadfastcorp.in.
28. DEPOSITS:
Your Directors report that the company has neither accepted nor renewed any deposits covered under Chapter V of the Act during the year under review.
29. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS:
None of the orders passed by Court or Tribunal has impact on the going concern status of the Company or significant impact on Company's operations.
30. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND 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 the Workplace (Prevention, Prohibition & Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy.
No cases were filed pursuant to the Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013 during the year under review.
31. CORPORATE GOVERNANCE
As a listed Company, necessary measures are taken to comply the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. Report on the Corporate Governance together with a certificate on compliance of Corporate Governance by Company Secretaries forms part of this Report.
32. MANAGEMENT DISCUSSION & ANALYSIS
Management Discussion and Analysis Report is annexed which forms part of this Report.
33. WHISTLER BLOWER POLICY
The Company established Whistle Blower Policy for directors and employees to report concerns about unethical behaviour, actual or suspected fraud or violation of the Company's code of conduct or ethics policy. The details are disseminated on the website of the company i.e www.steadfastcorp.in.
34. REMUNERATION OF DIRECTORS
The details of the remuneration paid to Sri K. Vivek Reddy Managing Director is as under :
(In lakhs)
35. HUMAN RESOURCES:
Your Company treats its human resources as one of its most important assets. Your Company continuously invests in attracting, retaining and development of talent on an ongoing basis. Your Company's thrust is on the promotion of talent internally through job rotation and job enlargement.
36. PARTICULARS OF EMPLOYEES:
The statement containing particulars of employees as required under section 197(12) of Companies Act, 2013 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 indicating (i) the ratio of remuneration of each director to the median employees remuneration and other details and (ii) statement showing the details of employees who are in receipt of remuneration of Rs.8,50,000 or more are given in the Annexure-2 forming part of this report.
37. GREEN INITIATIVE IN CORPORATE GOVERNANCE:
The Ministry of Corporate Affairs (MCA) has undertaken green initiative in Corporate Governance by allowing paperless compliances by the Companies and permitted the service of Annual Reports and documents to the shareholders through electronic mode subject to certain conditions and the Company continues to send Annual Reports and other communications in electronic mode to the members who have registered their email addresses with the Company/RTA.
38. COMPLIANCE WITH SECRETARIAL STANDARDS
The Company complies with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
39. TRANSFER OF UNPAID / UNCLAIMED DIVIDEND TO IEPF
Pursuant to the provisions of Section 124(5) of the Act, as amended, read with Investor Education and Protection Fund (Awareness and Protection of Investors) Rules, 2014 dividend which remain unpaid or unclaimed for a period of 7 consecutive years will be transferred to the Investor Education and Protection Fund of the Central Government. Shareholders who have not encashed their dividend warrant(s) within 7 years from the date of the declaration of dividend, are requested to make their claim(s) immediately to the Registrar & Transfer Agents or to the Company.
The following table provides the details of years for which unclaimed dividend(s) and their corresponding shares would become eligible to be transferred to the IEPF on the dates mentioned below:
Sri K. Vivek Reddy, Managing Director is the Nodal Officer for the purpose of IEPF Rules.
40. TRANSFER OF SHARES TO IEPF
As per Section 124(6) of the Act, all shares in respect of which dividend has not been paid or claimed for seven (7) consecutive years or more shall be transferred by the Company to Investor Education and Protection Fund of the Central Government. During the year under review no such instances.
41. GENERAL
Your Directors state that no disclosure or reporting is required in respect of the following matters as there were no transactions on these matters during the year under review:
• Issue of equity shares with differential rights as to dividend, voting or otherwise.
• Issue of shares (including sweat equity shares) to employees of the Company under any scheme save and except Employees' Stock Options Schemes referred to in this Report.
• the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries.
• No instances of frauds reported by Auditors under section 143 (12) of the Act.
• There are no proceedings pending under the Insolvency and Bankruptcy Code, 2016.
• There was no instance of onetime settlement with any Bank or Financial Institution.
• Maintenance of Cost Records- Not applicable to the Company
42. ACKNOWLEDGMENTS:
Your Directors take this opportunity to express their deep and sincere gratitude and appreciation for cooperation extended by the Governmental Agencies, Shareholders and Banks from time to time. Your Directors also place on record their appreciation for the contributions made by the employees through their dedication, hard work and commitment. Your Directors also convey thanks and appreciation to the valued customers and dealers for their continued patronage.