Dear Shareholder(s),
Your Directors have the pleasure in presenting the Twelfth (12th) Annual Report of your Company (Spectrum Talent Management Limited) on business and operations of the Company along with the Audited Standalone and Consolidated Financial Statements and the Auditor's Report for the year ended March 31, 2024 (Year under review). Consolidated performances of the Company, and its Subsidiaries have been referred to wherever required.
1. Financial Highlights
The Company's financial performance for the Financial Year ended 31st March, 2024 is summarized below:
Particulars
Total Income
Total Expense
Profit before Tax (PBT)
Profit after Tax
Balance bought forward
Dividend
Transfer to General reserve
Balance carried forward
1.1 State of the Company's Affairs
During the year under review, revenue from operations has increased to Rs. 99,898.70 Lakhs in comparison to Rs. 75276.94 Lakhs in last financial year. Profit before tax decreased by to
Rs. 930.00 Lakhs in comparison to Rs. 2120.55 Lakhs in last financial year. Profit after tax also decreased to Rs. 1100.70 Lakhs in comparison to Rs. 2,702.44 Lakhs in preceding Financial Year.
Consolidated turnover stood at Rs. 10,1866.20 Lakhs as Compared to Rs. 76880.48 Lakhs in the preceding Financial and consolidated profit after tax stood at Rs. 1159.00 Lakhs as compared to Rs. 2,781.54 Lakhs.
2. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTNG THE FINANCIAL POSITION OF THE COMPANY
No material changes and commitments affecting the financial position of the company have occurred from the closure of the financial year till the date of this report except the fact that your Company is now listed on National Stock Exchange of India Limited w.e.f. 22.06.2023.
3. CHANGE IN THE NATURE OF BUSINESS
There was no change in the nature of the business of the Company, which is engaged in the business of providing personnel's, whether skilled, semi-skilled or unskilled, anywhere in India and subject to the permission of Reserve Bank of India, Outside India to any institution, concern, society, body firm, association whether incorporated or not, department of government-central as well as state, public or local authority, trust, industry or any other person or group.
4. CAPITAL EXPENDITURE INCURRED DURING THE YEAR AND ITS IMPACT ON THE LIQUIDITY OF THE COMPANY
There is no such capital expenditure incurred during the year which has any impact on the liquidity of the Company.
5. CONSOLIDATED ACCOUNTS
Consolidated Financial Statements are prepared in accordance with the provisions of the Companies Act, 2013 read with accounting standards (AS) Consolidated Financial Statements, AS Investment in Subsidiary. Consolidated Financial Statements for the Financial Year 2023-24 forms part of this Annual Report.
A statement in Form AOC-1 containing the salient features of the financial statements of associate companies and material subsidiary company is annexed (Annexure - 1). Consolidated Financial Statements have been prepared on the basis of audited annual financial statements of your Company and its material subsidiary for the purpose of consolidation of accounts as per the requirement of Accounting Standards.
6. DIVIDEND AND RESERVES
Your Directors would like to use the profits earned for purpose of enhancing business and hence do not propose any dividend for the Financial Year under review. No amount has been transferred to reserves and the profit for the year has been retained in the surplus forming part of the reserves of the Company.
6.1. Transfer of unclaimed dividend into Investor Educatio & Protection Fund (IEPF)
There were no unpaid/unclaimed dividends declared and paid in previous years and hence the provisions of Section 125 of the Companies Act, 2013 do not apply for the year under review.
7. SUBSIDIARY AND ASSOCIATE COMPANIES
As at 31st March, 2024, your Company has two subsidiaries as detailed below:-
a) STM Consulting Inc. USA
b) TM Consulting Limited (U.K) (is in process of Strike- off)
Above material subsidiary are inter-alia engaged in the business of providing personnel's, whether skilled, semi-skilled or unskilled.
8. ANNUAL AUDITED ACCOUNTS OF MATERIAL SUBSIDIARY ARE AVAILABLE AT THE REGISTERED OFFICE OF THE COMPANY AND WILL BE PROVIDED TO THE MEMBER(S), IF INTERESTED, TO OBTAIN THE SAME. AUDITED ANNUAL
FINANCIAL STATEMENTS OF MATERIAL SUBSIDIARY COMPANY ARE ALSO AVAILABLE ON WEBSITE OF THE COMPANY I.E. www.stmpl.co.in.
8.1 Report on performance of Material Subsidiary and business details are given in the Management Discussion and Analysis Report.
8.2 During the year under review, the company is in the process of winding up of the operations of one of its subsidiary i.e. STM Consulting Limited (U.K.).
9. PUBLIC DEPOSITS
During the Financial Year ended 31st March, 2024, the Company has not accepted any deposit falling within the ambit of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.
10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
Companies (Disclosure of particulars in the report of Board of Directors) Rules, 1988, were not applicable to the Company during the year under review.
Foreign Exchange Earnings and Outgo (Fig. in Millions)
Foreign exchange earnings: Rs.3424.96/-
Foreign exchange outgo: Rs.2.48/-
11. SHARE CAPITAL
The Authorized Share Capital of the Company is Rs.24,75,00,000/- (Rupees Twenty four crore Seventy Five lakhs Only) divided into 2,47,50,000 (Rupees Two crore Forty Seven lakhs Fifty Thousand Only) Equity Shares of Rs.10/- (Rupees Ten) each.
The Company has issued and allotted 51,85,600 Equity shares of Rs 10/- each at a price of
Rs 173/- per share through initial public offer aggregating to Rs 89.71/- crore. Subsequent to completion of the IPO, the paid-up share capital of the company increased from Rs.179.07 lakhs shares Rs. 10/- each) to Rs. 230.93/- (Rupees Two crore ten lakh only)
The net issue proceeds after deducting the issue expenses is Rs 79.06 crore. As on 31st March, 2024 the company has utilized the amount of Rs.72.94 crore and remaining unutilized amount of Rs 6.12 crore lying in the fixed deposits with the bank.
12. RELATED PARTY TRANSACTIONS
All contracts / arrangements / transactions entered by the Company with related parties were in ordinary course of the business and at arm's length basis.
All transactions with related parties were reviewed
and approved by the Audit Committee and the Board and are in accordance with the policy on related party transactions formulated by the Company.
There are no material significant related party transactions that may have potential conflict of interest with interest of the Company at large. The details of related party transactions as per AS are set out in the notes of accounts of the Audited Annual Financial Statements of the Company forming part of this Annual Report.
During FY24, your Company has not entered into any transactions with related parties which could be considered material in terms of Section 188 of the Act. Accordingly, the disclosure of related party transactions as required under Section 134(3)(h) of the Act, in Form AOC 2, is not applicable.
However as required, Form AOC-2, as required under Section 134 (3) (h) of the Companies Act, 2013, is annexed as Annexure-2.
13. ANNUAL RETURN
The Annual Return of the Company as prescribed under Section 92(3) read with Section 134(3)(a) of the Companies Act, 2013 is available on website of the Company i.e. www. stmpl.co.in.
14. DIRECTORS AND KEY MANAGERIAL
14.1 Appointment and Resignation/Cessation/ Change in designation of the directors.
There was no instance of Appointment/Resignation/ Cessation/ Change in designation of any director taken place during the financial year 2023-24.
14.2 Change in the composition of Board of Directors
There was no change in the composition of Board of Directors of the Company, during the financial year under review.
14.3 Reappointment / Confirmation of appointment of Directors retiring by rotation
In accordance with Section 152 of the Companies Act, 2013 and Articles of Association of the Company, Rajeev Agarwal (DIN: 00107401) Directors of the Company, are retiring by rotation at the 12th Annual General Meeting and being eligible, offers himself for re-appointment.
Detailed profile of appointee Directors is given in note No.17 in the notes annexed with Notice of Annual General Meeting together with justification/ rationale for such appointment/ re-appointment.
Accordingly, your directors recommend the appointment/ re-appointment of aforesaid directors for approval of the members.
14.4 Key Managerial Personnel
Shri Vidur Gupta- Managing Director, Shri Sidharth Agarwal, Whole-Time Director cum CFO, Shri Atanu Banerjee, CEO and Shri Nitesh Anand, Company Secretary are the Key Managerial Personnel of the Company in accordance with the provisions of Section 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
14.5 Appointment and Resignation/Cessation of the KMP Cessation of KMP
Due to demise of Shri Ajit Singh, Company Secretary & Compliance Officer, he ceases to be the Company Secretary & Compliance Officer of the Company.
Appointment of KMP
Shri Nitesh Anand a qualified Company Secretary has been appointed as Company Secretary & Compliance Officer, w.e.f. 13.02.2024 in place of Shri Ajit Singh.
15. DECLARATION BY INDEPENDENT DIRECTOR(S)
All Independent Directors have furnished declarations that they meet the criteria of independence and they are registered members of the Independent Directors' Databank as laid down under Section 149(6) of the Companies Act, 2013 read with the Companies (Appointment and Qualification of Directors) Rules, 2014 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16. BOARD MEETINGS
16.1. Number of Board Meetings
During the year under review, Board of Directors of the Company met 7 (Seven) times i.e. 08.05.2023, 20.05.2023, 19.06.2023, 12.07.2023, 25.08.2023, 09.11.2023 and 06.03.2024
16.2. Annual Evaluation
Your Company has carried out its own annual performance evaluation and also of the directors individually, as well as that of working of the Committees, in accordance with the provisions of the Companies Act, 2013 read with applicable provisions of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.
16.3 Separate meeting of Independent Directors
During the year under review, a separate meeting of Independent Directors without the attendance of Non-Independent Directors and members of the Management, was held on 15th March, 2024, as required under Schedule IV of the Companies Act,
2013, (Code for Independent Directors) read with Regulations 25(3) of the SEBI (Listing Obligation & Disclosure Requirements) Regulations, 2015.
The Independent Directors inter-alia reviewed the performance of the Non-Independent Directors, Chairman of the Company and the Board as a whole.
17. DIRECTORS' RESPONSIBILITY STATEMENT
In terms of Section 134(3) (c) of the Companies Act, 2013,
the Board of Directors, to the best of their knowledge and
ability, confirm that:
a) in the preparation of the annual financial statements for the year ended 31st March, 2024, all the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;
b) they 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 that period;
c) they 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;
d) they have prepared the annual accounts on a going concern basis;
e) they have 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) they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
18. AUDITORS
18.1 Statutory Auditors
B. Chhawchharia & Co. Chartered, (Firm Regn No. 013163N), were appointed as Statutory Auditors of the Company for their first term of five years in the 7th Annual General Meeting, to hold office till the conclusion of 12th Annual General Meeting.
Statutory Auditors have confirmed their eligibility as required under Section 139 and 141 of the Companies Act, 2013 and the rules made thereunder, to continue and hold office as auditors.
Further, Board of Directors of the Company on the recommendation of the Audit Committee has reappointed B. Chhawchharia & Co. Chartered as the Statutory Auditors of the Company pursuant to Section 139 of the Act for a second term 5 (five) years to hold
office from the conclusion of the ensuing AGM till the conclusion of 17th AGM of the Company to be held in the year 2029, subject to approval by the Members at the ensuing AGM.
The Board recommends to seek consent of its Members at the ensuing AGM on re-appointment of B. Chhawchharia & Co. Chartered as Statutory Auditors for tenure of 5 (five) years, to examine and audit the accounts of the Company during the said period.
18.2 Report of Auditors
Reports of Statutory Auditors on Audited Annual Financial Statements (Standalone and Consolidated) for the Financial Year ended on 31st March, 2024 are self-explanatory and do not contain any qualification(s), reservation(s) or adverse remark(s) or disclaimer, which call for any comment(s) from the Board of Directors as required under Section 134 of the Companies Act, 2013.
18.3 Fraud Reporting
During the year under review, no incidence of fraud has been reported by the Auditors to Audit Committee of the Board.
19. REPORT ON INTERNAL FINANCIAL CONTROLS ON FINANCIAL REPORTING
In the opinion of Statutory Auditors, the Company has, in all material aspects, an adequate internal financial control system over financial reporting and such internal financial control systems over financial reporting were operating effectively as at 31st March, 2024. Reference may be made to the Independent Auditors Report.
20. SECRETARIAL AUDITORS AND THEIR REPORT
Board of Directors of your Company has appointed M/s Vijay K. Singhal & Associates, Company Secretaries, as Secretarial Auditors to carry out Secretarial Audit of the Company and for the Financial Year 2023-24. Based on the audit carried out by Secretarial Auditors, they have submitted their report(s), which are annexed herewith as (Annexure-3) and forms part of this Boards' Report. Report(s) of Auditors are self-explanatory and do not contain any qualification, reservation or adverse remark.
21. COMPLIANCE WITH SECRETARIAL STANDARDS
Your Company has complied with the provisions of applicable Secretarial Standard I and Secretarial Standard II, issued and notified by the Institute of Company Secretaries of India (ICSI).
22. ADEQUACY OF INTERNAL FINANCIAL CONTROLS
The Company has in place adequate internal financial controls commensurate with the size, scale and complexity of its operations. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, the safeguarding of its assets,
the prevention and detection of frauds and errors, the accuracy and completeness of the records and the timely preparation of reliable financial information. The Company has adopted accounting policies, which are in line with the Accounting Standards and the Companies Act, 2013.
An extensive risk based programme of internal audit and management reviews provides assurance to the Board regarding the adequacy and efficacy of internal controls. The internal audit plan is also aligned to the business objectives of the Company. Shri Bharat Arora, are the Internal Auditor of the company. In addition they are also reporting in respect of Internal Financial Controls and certifying that such Financial Controls are adequate and are operating effectively.
23. INTERNAL CONTROL SYSTEMS
The Company has effective and adequate internal control systems covering all areas of operations. The Internal control system provides for well documented policies/ guidelines, authorizations and approval procedures. The Internal control system provides a reasonable assurance with regard to maintaining of proper accounting controls, protecting assets from
unauthorized use and compliance of statutes.
Such internal control system is also reviewed for its adequacy and effectiveness through internal audit carried out at various locations.
24. INTERNAL AUDITORS AND REPORTING
Board of Directors of your Company has Shri Bharat Arora, as Internal Auditor of the Company to conduct the internal audit for the Financial Year 2023-24. Internal audit ensures that the systems designed and implemented, provide reasonable assurances to the adequacy of the internal controls commensurate with the size and operations of the Company. The observations, arising out of audit, are periodically reviewed and compliance ensured.
25. RISK MANAGEMENT FRAMEWORK
Pursuant to the requirement of the Companies Act, 2013 & rules made thereunder and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has a well defined Risk Management Policy. Your Company recognizes risk management as an integral component of good corporate governance and fundamental in achieving its strategic and operational objectives. The policy is intended to improve decision making, define opportunities and to mitigate material events that may impact shareholder value. Your Company has taken adequate insurance to protect its assets.
26. COST AUDIT
Since your Company is engaged in the business of supply of manpower provisions regarding maintenance of cost records as specified by the Central Government under Section 148 of the Companies Act, 2013 and rules made thereunder, are not applicable.
27. COMMITTEES OF BOARD OF DIRECTORS
27.1 AUDIT COMMITTEE
In accordance with the provisions of Section 177 of the Companies Act, 2013 read with Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has a qualified and independent Audit Committee. All recommendations of the Audit Committee were accepted by the Board of Directors of the Company.
27.2 NOMINATION AND REMUNERATION COMMITTEE
In accordance with the provisions of Section 178 of the Companies Act, 2013 read with Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted Nomination and Remuneration Committee.
27.3 STAKEHOLDERS RELATIONSHIP COMMITTEE
The company has constituted the Stakeholders Relationship Committee as per the provision of section 178 of Companies Act, 2013 and as per Regulation 20 SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
Link of committees is as under: https://stmpl.co.in/pdf/ investors/Committees.docx.pdf
28. VIGIL MECHANISM
In accordance with Section 177 (10) of the Companies Act, 2013 and Regulation 22 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, Whistle Blower-cum-Vigil Mechanism Policy for the Directors and the Employees as adopted by the Board, is in place and implemented. Such policy has also been uploaded on the website of the Company vide link:- www.stmpl.co.in.
29. PARTICULARS OF LOANS, GUARANTEE OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013 & RULES MADE THEREUNDER
Your Company has not given any loans, guarantees or made investments during the year under review. Investments in other body corporates made before the financial year 2023-24 were within the ambit of Section 186 of the Companies Act, 2013.
30. NOMINATION AND REMUNERATION POLICY
Your Company has Nomination and Remuneration Policy in place for selection, appointment and remuneration of the Directors, Key managerial personnel and senior management employees of the Company. The Company's remuneration policy is driven by the success and performance of the individual employee and growth of the Company. Such policy has also been uploaded on website of the Company www.stmpl.co.in
31. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report forming the part of the Annual Report is annexed as Annexure-4.
32. CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
During the Financial Year ended on 31st March, 2024, the Company has incurred CSR expenditure of ?27.08 Lakhs. CSR initiatives taken were under the thrust areas of health & hygiene, education, skill enhancement, hunger management, welfare activities and promotion of nationally recognized sports. Annual Report on the CSR activities undertaken by the Company is annexed as Annexure 5 to this report.
33. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION & REDRESSAL) ACT, 2013
The Company's policy on prevention of sexual harassment at workplace is in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder. Pursuant to the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder an Internal Complaint Committee has been set up to receive & redress the complaints regarding sexual harassment under the aforesaid Act. All employee (permanent, contractual, temporary, trai nees) are covered under the policy.
There was no complaint received from any employee during the Financial Year 2023-24 and hence, no complaint is outstanding as at the end of the year for redressal.
34. HUMAN RESOURCES
At the end of March 2024, the total employee strength of the Company was 27,154 The Company's focus is to drive each employee to be more focused and productive. Regular training programs at various levels are in
operation. Incentives are given wherever required to motivate staff to meet Company's overall objectives.
35. REMUNERATION DISCLOSURES
Disclosures pertaining to remuneration and other details as required under Section 197 (12) of the Companies Act, 2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, are annexed as Annexure-6 to this Report.
36. ORDERS PASSED BY REGULATORS/COURTS/TRIBUNALS
No significant or material orders have been passed by the regulators, courts, tribunals etc., against the Company, which adversely impact the financial position, going concern status of the Company and its future operations.
37. GENERAL
During the year under review:-
There was no proceeding pending under the Insolvency and Bankruptcy Code, 2016; and
There was no instance of onetime settlement with any Bank or Financial Institution.
38. ACKNOWLEDGMENT
The Directors wish to convey their thanks to various Central and State Government departments, Organizations and Agencies for the continued help and co-operation extended by them.
The Directors would also like to thank the Shareholders, Customers, Bankers, Suppliers, Manufactures and all other stakeholders for their continuous support given by them to the Company and their confidence in its management. The Directors place on record their sincere appreciation to all employees of the Company for their unstinted commitment and continued contribution to the Company.