As on: May 03, 2024 05:09 PM
Dear Members,
The Directors of the Company have the pleasure to present this Integrated Annual Report of Starcom Information Technology Limited ("the Company") along with the audited financial statements for the financial year ended March 31, 2023.
1. Financial Performance:
(Rs. In lakhs)
The annual revenue from operations has registered a decrease by about 44.28% compared with the previous year. The loss for the period before tax stands at INR 5.54 crores as compared with loss of INR 5.78 crores in the previous year.
The decrease in revenue was due to lower order book position from the clients. Further the loss for the period was higher due to lower revenue due to a sluggish market and write off certain Capital WIP since there appears to be no immediate commercialization possible for the software under development.
In the year under review, the Company has made efforts to enhance its position in the areas of Business Intelligence and Engineering Services. The Company is making efforts to improve operational effectiveness, optimize costs and increase market reach across all businesses. Barring unforeseen circumstances, these initiatives would positively impact the current year business revenues and improve the operating margins and hence the company will be profitable in the coming period. Your directors are continuously working on different avenues for future growth of the company.
2. Change in the nature of business, if any:
There was no change in nature of business activity during the year.
3. Dividend:
The Board did not declare any dividend for the present financial year in the absence of distributable surplus.
4. Transfer to reserves:
The closing balance of the retained earnings of the Company for FY 2023, after all appropriations and adjustments were INR (16.09) crore.
5. Share Capital:
During the financial year under review your there were no changes in the Capital Structure of your Company.
The paid-up Share Capital of the Company as on March 31, 2023 was INR 5,00,06,000/- (Indian Rupees Five Crore Six Thousand only) divided into 50,00,600 (Fifty Lakhs six Hundred) Equity Shares of INR 10/- (Indian Rupees Ten only) each. The capital structure is as below:
Reconciliation of number of shares and amount outstanding at the beginning and at the end of the reporting period:
6. Listing/Delisting:
The equity shares of the Company are listed at BSE Limited ("BSE"). The Equity Shares of the Company will continue to remain listed on BSE having nationwide terminals and the shareholders of the Company shall continue to avail the benefits of listing and trading on BSE. The stock code of the Company at BSE is 531616.
7. Consolidation of Accounts:
As there is no subsidiary for our company as on 31st day of March, 2023, consolidation of accounts for the year ended does not arise.
8. Events Subsequent to the date of the Financial Statements:
There have been no material changes and commitments which have affected the financial position of the Company for the Financial Year ended 31st March, 2023 and the date of this Board Report.
9. Public Deposits:
The Company has not accepted or invited any deposits falling within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014 during the year under review.
10.Details of Directors / Key Managerial Personnel:
During the period the Board was duly constituted as per the provisions of the Companies Act, 2013 and the following directors were on the board:
Pursuant to Section 203 of the Companies Act 2013 the Key Managerial Personnel for the period were as follows:
During the year, Ms. Nidhi Sharma (PAN: FYEPS4443G), Company Secretary had resigned from the office of Company Secretary of the Company on 07/06/2022. Further the Company after evaluating the best candidate to be appointed as the Company Secretary of the Company appointed Mr. Joydeep Sarkar (PAN: GEDPS6725H), Company Secretary was appointed as the Company Secretary and Compliance officer of the Company on 01/12/2022.
In accordance with the requirements of the Companies Act, 2013 and Articles of Association of the Company, Ms. Sayeeda Hina (DIN: 03642269), Director of the Company, retires at the ensuing Annual General Meeting and being eligible, offers herself, for re-appointment pursuant to provisions of Section 152 of the Act.
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meet the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the SEBI Listing Regulations.
At the time of appointment of Independent Director, through the induction process, he/she is familiarized with the Company, the Director's roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc. Detailed presentations are made before the Board Members at the Board and its Committee Meetings covering various areas including business, strategy, financial performance and forecast, compliances/regulatory updates, audit reports, risk assessment and mitigation, industry, roles, rights, responsibilities of Independent Directors, etc. The Familiarization Program aims to provide insights into the Company to enable the Independent Directors to understand its business in depth and contribute significantly to the Company.
The details of training and familiarization programs are available on our website at https://www.starcominfotech.com/images/starcom/pdfs/familiarisation_programme_ Independent_Directors.pdf
The Company has 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.
The Board and its Committee evaluations involved questionnaire-driven discussions that covered a number of key areas / evaluation criteria inter alia the roles and responsibilities, size and composition of the Board and its Committees, dynamics of the Board and its Committees and the relationship between the Board and management. The results of the reviews were discussed by the Board as a whole. Feedback was also sought on the contributions of individual Directors. Formal Annual Evaluation was made in compliance with all the applicable provisions of the Act. The Directors were satisfied with the evaluation results, which reflected the overall engagement of the Board and its Committees with the Company.
The Company believes that the Board be continuously empowered with the knowledge of the latest developments in the Company's business and the external forces affecting the industry in which Company operates.
None of the Directors are related to each other or KMP of the Company except Mr. Ziaulla Sheriff and Ms. Sayeeda Hina, being father and daughter.
The following policies of the Company are attached herewith marked as Annexure I.
i. Policy for selection of Directors and senior management and determining Directors independence and ii. Remuneration policy for Directors, Key Managerial Personnel and other employees.
11.Number of Meetings of the Board:
The Board met Five (5) times during the financial year. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
Attendance at the Board meetings:
Further the Independent Directors of the Company met once (1) on 14th February 2023 and all Independent Directors were present in the meeting.
12.Committees of the Board:
As on March 31, 2023, the Board had three committees, namely: the audit committee, the nomination and remuneration committee, stakeholder's relationship committee.
A. Audit Committee:
Terms of reference:
The Audit Committee is empowered, pursuant to its terms of reference, inter alia, to:
Investigate any matter within its terms of reference or in relation to the compliance with the provisions of the Companies Act, 2013 or referred to it by the Board;
To seek any information it requires from any employee;
Obtain legal or other independent professional advice and to secure the attendance of outsiders with relevant experience and expertise, when considered necessary;
Have full access to information contained in the records of the Company.
The role of the Committee includes the following:
To oversee the Company's financial reporting process and the disclosure of its financial information and to ensure that the financial statements are correct, sufficient and credible;
To recommend the appointment, remuneration, terms of appointment and removal of Statutory Auditor, and to review the manner of rotation of Statutory Auditor;
To approve transactions of the Company with related parties, including modifications thereto;
To review and monitor the Statutory Auditor's independence and performance, and effectiveness of the audit process;
To evaluate the Company's internal financial controls and risk management systems;
Scrutiny of inter-corporate loans and investments;
To review with the management the Annual and Quarterly financial statements and Auditor's Report thereon before submission to the Board for approval;
As on March 31, 2023 the committee comprises of three directors viz. Ms. Sayeeda Hina, Mr. Mohmmad Yousuf Khan and Mr. Maddur Gundurao Mohankumar and Mr. Maddur Gundurao Mohankumar (independent Director) is the chairman of the committee. The company secretary of the company is the secretary to this committee.
All the members of the Audit Committee are financially literate and have accounting or related financial management expertise as required under the Companies Act, 2013.
All the major steps impacting the financials of the Company are undertaken only after the consultation of the Audit Committee.
During the year under review, the Board of Directors of the Company had accepted all the recommendations of the Committee.
Further, the committee invites such of the executives as it considers appropriate, representatives of the statutory auditors and internal auditors, to be present at its meetings.
During the year under review, the audit committee met Four (4) times on 30/05/2022, 13/08/2022, 14/11/2022 & 14/02/2023 and the gap between two meetings did not exceed one hundred and twenty days. The Composition & attendance of the members of the committee is given below: -
B. Nomination and Remuneration Committee:
To determine the compensation packages of Executive Directors and Senior Executives of the Company. The committee will review recommendations made to it by the Company and others.
To act as the duly authorized committee of the Board.
To determine the parameters and supervise the operation of the bonus schemes of the Company.
To investigate any activity within its terms of reference.
To seek any information from any employee of the Company. Employees are directed to cooperate with any relevant request made.
To obtain outside legal or independent professional advice. Such advisors may attend meetings as necessary.
To incur such reasonable expenditure, as it deems necessary.
Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the directors, key managerial personnel and other employees.
Formulation of criteria for evaluation of Independent Directors and the Board.
Devising a policy on Board diversity.
Identifying persons who are qualified to become Directors and who may be appointed in senior management in accordance with the criteria laid down and recommend to the Board their appointment and removal and carry out evaluation of every Director's performance.
The Board has constituted a Nomination and Remuneration Committee in line with the provisions of Section 178 of the Act and Regulation 19 of the Listing Regulations. The Committee, inter-alia, co-ordinates and oversees the annual performance evaluation of the Board, Committees and individual Directors.
During the year under review, the Nomination and Remuneration Committee met Four (4) times on 30/05/2022, 13/08/2022, 14/11/2022 & 14/02/2023. The Composition & attendance of the members of the committee is given below:
C. Stakeholders' Relationship Committee:
Terms of Reference
The Committee monitors the Company's response to investor complaints like non receipt of dividend, annual reports, notices etc. It has also been authorized to approve the issue of duplicate share certificates in lieu of those lost or destroyed. The composition and terms of reference of the Committee are in conformity with the requirements of Regulation 20 of the Listing Regulations and provisions of Section 178 of the Act. The Committee has been empowered to consider and resolve the grievances of the security holders of the Company.
Functions and Powers:
To review statutory compliance regarding the Equity share (Investors);
To review various reports related to Investors;
To review grievances of Investors;
To review transfer of shares;
To review transmission of shares;
To review deletion of names from share certificates;
To review change of name of Member on share certificates;
To review issue of duplicate share certificates;
To review dematerialization of shares and
Any other matter relating to the above mentioned functions incidental to the shareholders/investors of the Company.
In accordance with the provisions of the Listing Regulations, the power to execute transfers, transmissions, etc. of shares in the physical form has been delegated to the Registrar & Share Transfer Agents.
As on March 31, 2022 the committee comprises of three directors viz. Ms. Sayeeda Hina, Mr. Ziaulla Sheriff and Mr. Maddur Gundurao Mohankumar and Mr. Maddur Gundurao Mohankumar (independent Director) is the chairman of the committee. The company secretary of the company is the secretary to this committee.
D. Corporate Social Responsibility Committee:
During the year under review, the Company did not fall within the purview of Section 135 of the Companies Act, 2013 and it was not mandatory for the Company to constitute committee on Corporate Social Responsibility or incur any expenditure towards Corporate Social Responsibility. Hence the Company has not constituted the Corporate Social Responsibility Committee.
13.Policy on directors' appointment and remuneration and other details:
The appointment of the Directors and the Key Managerial Personnel is recommended to the Board by the Nomination and Remuneration Committee. The Company has framed a policy to determine the qualification and attributes for appointment and basis of determination of remuneration of all the Directors, Key Managerial Personnel and other employees. A copy of the policy is appended as Annexure I to the Board's Report.
14.Loan from Directors:
The Company has taken loans from Directors during the year under review and have obtained declaration pursuant to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014.
As per the requirement of proviso to Rule 2(1)(c)(viii) of the Companies (Acceptance of Deposits) Rules, 2014, the details of money accepted by the Company from the Director during the financial year 2022-23 is mentioned below:
(Amount in Lakhs)
15.Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future:
During the year under review, no significant and material orders were passed by the regulators or courts or tribunals impacting the going concern status and Company's operations in future.
16.Vigil Mechanism and Whistle Blower:
Pursuant to provisions of section 177 (9) of the Companies Act, 2013, the Company has established a "Vigil mechanism" incorporating Whistle Blower Policy in terms of the Listing Obligations and Disclosure Requirements, 2015 for employees and Directors of the Company, for expressing the genuine concerns of unethical behavior, frauds or violation of the codes of conduct by way of direct access to the Chairman of the Audit Committee in exceptional cases. The Company has also provided adequate safeguards against victimization of employees and Directors who express their concerns. The policy on vigil mechanism/ whistle blower policy may be accessed on the Company's websiteat http://www.starcominfotech.com/images/starcom/pdfs/VigilMechanism.pdf
17.Internal Financial Control & Adequacy:
The Company has devised appropriate systems and framework for adequate internal financial controls with reference to financial statements commensurate with the size, scale and complexity of its operations including proper delegation of authority, policies and procedures, effective IT systems aligned to business requirements, risk based internal audit framework, risk management framework and whistle blower mechanism.
The Audit Committee regularly reviews the internal control system to ensure that it remains effective and aligned with the business requirements. In case weaknesses are identified as a result of the reviews, new procedures are put in place to strengthen controls.
During the year, controls were tested and reportable material weakness were identified. The Auditors had also stated about material weakness in their report on adequacy of internal financial control. The Company is taking necessary steps to improvise the documentation in respect of specific policies and procedures and the IT Controls pertaining to internal financial controls over financial reporting.
18.Transfer of Unclaimed Dividend to Investor Education and Protection Fund:
The Company has not declared any dividend during the Financial Year 2022-23 and hence no unclaimed Dividend was transferred to the Investor Education and Protection Fund.
19.Corporate Social Responsibility (CSR):
The provisions of Section 135 of the Act read with Companies (Corporate Social Responsibility Policy) Rules, 2014 are not applicable to the Company and therefore no report is attached under this head.
20.Disclosure under Sexual Harassment of Women at Work Place 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 Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee (ICC) has been setup pursuant to the provisions mentioned under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 relating to the constitution of Internal Complaints Committee to redress the complaints received regarding sexual harassment. All employees are covered under this Policy. The policy is gender neutral.
During the year under review no cases were filed/pending with respect to sexual harassment.
21.Corporate Governance:
As per the provisions of Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015, the provisions of Corporate Governance are not applicable to your Company. Thus, the Company is not required to annex a Report on Corporate Governance.
22.Management Discussion & Analysis Report:
As required under Regulation 34 read with Schedule V(B) of SEBI (Listing Obligation and Disclosure Requirements), Regulations, 2015, report on "Management Discussion and Analysis" is attached as Annexure II and forms a part of this Report.
23.Extract of annual return:
In accordance with Section 134(3)(a) read with Section 92(3) of the Act, the Annual Return in Form MGT-7 is placed on the website of the Company and same can be downloaded by clicking on the following link: https://starcominfotech.com/investors.aspx
24.Particulars of Employees:
The information required to be disclosed with respect to the remuneration of Directors and KMPs in the Directors' Report pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure III.
There was no employee drawing remuneration more than the limit mentioned under Rule 5(2)(i) to (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
The names of top ten employees of the Company in terms of remuneration drawn as required pursuant to Section 197 of the Companies Act, 2013, read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016 is set out as Annexure IV.
The Company does not have any Holding Company or Fellow Subsidiary Company and thus, provision w.r.t. receipt of commission from them is not applicable.
25.Health, Safety and Environment:
Your Board is committed to highest standards of providing healthy environment for safety of its employees and your Board reviews the same from time to time.
26.Particulars of Loans, Guarantee & Investment:
Details of loans, guarantees and investments under the provisions of section 186 are given in notes to financial statements.
27.Directors' responsibility statement:
The financial statements are prepared in accordance with Indian Accounting Standards (Ind AS) under the historical cost convention on accrual basis except for certain financial instruments, which are measured at fair values, the provisions of the Companies Act, 2013 (to the extent notified) and guidelines issued by SEBI. The IND AS are prescribed under Section 133 of the Companies Act, 2013 read with Rule 3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules, 2016. Accounting policies have been consistently applied except where a newly-issued accounting standard is initially adopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.
The directors confirm that:
In preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.
They have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and are 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 that period.
They have taken proper and sufficient care towards the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013, for safeguarding the assets of the company and preventing and detecting fraud and other irregularities.
They have prepared the annual accounts on a going concern basis.
They have laid down the internal financial controls to be followed by the Company and that they are adequate and were operating effectively.
They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
28.Statutory Auditors:
In accordance with the Section 139 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rule, 2014, at the Annual General Meeting (AGM) held on 30th September 2022, M/s CAS & Co. (formerly known as K.M. Tulsian & Associates) Chartered Accountants (Firm Registration No. 111075W) were appointed as Statutory Auditors of the Company for a term of 5 years from the conclusion of the 27th Annual General Meeting until the conclusion of 32nd Annual General Meeting.
The requirement for annual ratification of auditor's appointment at the AGM has been omitted pursuant to Companies (Amendment) Act, 2017 notified on May 7, 2018.
During the year, the Statutory Auditors have confirmed that they satisfy the Independence criteria required under Companies Act, 2013 and Code of ethics issued by Institute of Chartered Accountants of India. Further the auditors have also confirmed that they have been peer reviewed and a certificate to that extent has been obtained by the Company.
The Statutory Auditors of the Company have provided a Qualified Opinion of the Financial Statements of the Company which comprises the Balance Sheet as at 31st March 2023, the Statement of Profit and Loss (including other comprehensive income), the Statement of Cash Flows and the Statement of Changes in Equity for the year ended on that date and notes to financial statements a summary of the significant accounting policies and other explanatory information.
The management's reply to the observations/Qualification in the Statutory Audit Report is given under:
29.Secretarial Auditor:
As required under Section 204 of the Companies Act, 2013 and Rules there under, the Board appointed Mr. Supriya Kumar Guha, Practicing Company Secretary, (Membership No. 2625, Certificate of Practice No.: 14795) as Secretarial Auditor of the Company for financial year 2022-2023. The Secretarial Audit Report issued by M/s. Supriya Kumar Guha for the financial year 2022-23 in Form MR-3 forms part of this report and marked as Annexure V. The reply from the Board on the remarks/ qualifications of the Secretarial Auditors is as under:
30.Internal Auditors:
Pursuant to Section 138 of the Companies Act, 2013 read with Rule 13 of the Companies (Accounts) Rules, 2014, and on the basis of the recommendation of Audit Committee, M/s Nagaraj & Ajith, Chartered Accountants (FRN: 010986S) (formerly known as M/s. Mahesh & Nagaraj Chartered Accountants) continue to act as the Internal Auditors of the Company for the financial year 2022- 2023.
31.Cost Records and Cost Audit:
Maintenance of cost records and requirement of cost audit as prescribed under the provisions of Section 148(1) of the Companies Act, 2013 are not applicable for the business activities carried out by the Company.
32.Related Party Transactions:
The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-Section (1) of Section 188 of the Companies Act,
2013 including transactions entered at arm's length under third proviso, in prescribed
Form No. AOC -2, is appended as Annexure VI to the Directors' Report.
33.Energy Conservation, Technology Absorption and Foreign Exchange Earnings and Outgo:
The particulars as prescribed under Sub-Section (3)(m) of Section 134 of the Companies Act, 2013, read with the Companies (Accounts) Rules, 2014 is attached as Annexure VII.
34.Research & Development Activities:
The Management of your Company has been committed to building a strong R&D culture from day one and has set clear R&D goals. In order to achieve these goals, the Company has focused on furthering the efficacies of R&D activities as well as building synergies among multiple-impact technologies.
35.Secretarial Standards:
The Directors state that applicable Secretarial Standards, i.e. SS-1 and SS-2, relating to ‘Meetings of the Board of Directors' and ‘General Meetings', respectively, have been duly followed by the Company.
36.Subsidiaries, Joint Ventures & Associates:
The Company did not have any Subsidiary Company/Joint Venture/Associate Company during the year under review.
37.Reporting of Fraud by Auditors:
During the year under review, the Statutory Auditors have not reported under Section 143 (12) of the Companies Act, 2013, any instances of fraud committed against the Company by its officers or employees, the details of which would need to be mentioned in the Board's Report.
38.Risk Management:
The Company's robust risk management framework identifies and evaluates all the risks that the organization faces such as strategic, financial, credit, market, liquidity, security, property, legal, regulatory, reputational and other risks. The Company recognizes that these risks need to be managed and mitigated to protect its shareholders and other stakeholders, to achieve its business objectives and enable sustainable growth. The risk framework is aimed at effectively mitigating the Company's various business and operational risks, through strategic actions.
Risk management is an integral part of our critical business activities, functions and processes. The risks are reviewed for the change in the nature and extent of the major risks identified since the last assessment. It also provides control measures for risks and future action plans.
The Board periodically discussed and reviewed the Risk Management Policy to strengthen the optimal risk mitigation responses, reporting of risk and efficient management of internal control. The Company believes that the overall risk exposure of present and future risks remains within risk capacity.
39.The details of application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016 during the year along with their status as at the end of the financial year:
The Company has not made any application under the Insolvency and Bankruptcy Code, 2016.
40.The details of difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
There are no difference between amount of the valuation done at the time of one-time settlement and the valuation done while taking loan from the Banks or Financial Institutions along with the reasons thereof.
41.Green Initiative:
Electronic copies of the Annual Report 2022-23 and the Notice of the AGM are sent to all the members whose email addresses are registered with the Company.
42.General:
Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:
i. Issue of equity shares with differential rights as to dividend, voting or otherwise.
ii. Issue of shares (including sweat equity shares) to employees of the Company under any scheme.
iii. Issue of sweat equity shares.
iv. Voting rights which are not directly exercised by the employees in respect of shares for the subscription/ purchase of which loan was given by the Company (as there is no scheme pursuant to which such persons can beneficially hold shares as envisaged under Section 67(3)(c ) of the Companies Act, 2013).
v. Explanation for deviation in use proceeds of public issue, rights issue, preferential issue etc.
vi. Details in respect of frauds reported by Statutory Auditors under Section 143(12) other than those which are reportable to the Central Government.
Further the Company is following the applicable Secretarial Standards issued by the Institute of Company Secretaries of India.
43.Acknowledgements:
Your Directors would like to express their sincere appreciation for the assistance and co-operation received from Financial Institutions, Government Authorities, customers, vendors, members and all stakeholders of the Company during the year under review.
Further, your Directors wish to thank the banks, financial institutions, shareholders and business associates for their continued support and cooperation. We look forward to receiving the continued patronage from all quarters to become a better and stronger company.
Furthermore, your Directors wish to place on record their deep sense of appreciation for the committed services by the Company's executives, staff and workers.