RESOLUTION PROFESSIONAL REPORT
TO
THE MEMBERS,
STARLITE COMPONENTS LIMITED (Company was under CIRP)
The Resolution Professional has pleasure in presenting the 33rd Annual Report on the business and operations of the Company together with the Audited Statement of Accounts for the financial year beginning from 1st April, 2023 and ended on 31st March, 2024.
INITIATION OF CORPORATE INSOLVENCY RESOLUTION PROCESS (CIRP):
Starlite Components Limited is under Corporate Insolvency Reso'fution Process (CIRP) of the Insolvency and Bankruptcy Code 2016 (IBC) pursuant to terms of Order passed by the Hon‘ble National Company Law Tribunal (NCLT), Mumbai Bench with effect from 29th January 2020. CA Naren Sheth was appointed as Interim Resolution Professional by NCLT vide its Order dated 29th January 2020. Its affairs, business and assets are being managed by the Interim Resolution Professional CA Naren Sheth who was appointed vide order dated 29 January 2020 by Hon'ble NCLT, Mumbai Bench.
The NCLT vide an order has appointed Mr. Naren Sheth as the Interim resolution professional for the CIRP of the Starlite Components Limited. Further, First COC meeting held on 3rd March, 2020 in which Committee appointed Mr. Naren Sheth having IP Registration No "IBBI/IPA-001/IP-P00133/2017-18/10275" as the Resolution Professional with unanimous votes.
Pursuant to the ongoing CIRP process of the Company, CoC has unanimously approved Resolution Plan received from Solar Copyer Limited ("Resolution Applicant") in the 4th CoC Meeting held on January 01, 2021. The company has submitted the CoC approved Resolution Plan to the Adjudicating Authority Hon'ble NCLT for its approval. The Resolution Plan for the revival of the Company submitted by Resolution Applicant pursuant to provisions of Insolvency and Bankruptcy Code 2016 has been approved by the National Company Law Tribunal, Mumbai ("NCLT") vide its Order dated March 14, 2024 (Order No.
I.A. 1130/2021 IN C.P. No. IB- 3550/MB/2019)("the Order").
Under Section 17 of the Insolvency & Bankruptcy Code:
a. The management of the affairs of the company shall vest in the Interim Resolution Professional.
b. The powers of the Board of Directors shall stand suspended and be exercised by the Interim Resolution Professional.
c. The officers and managers of the company if any shall report to the Interim resolution professional and provide access to such documents and records of the company as may be required by the Interim Resolution Professional.
The financial institutions maintaining accounts of the company shall act on the instructions of the Interim Resolution Professional in relating to such accounts furnish all information relating to the company available with them to the Interim Resolution Professional.
FINANCIAL HIGHLIGHTS:
The financial performance of the Company for the Financial year ended on 31st March 2023 is summarized below:
PARTICULARS
Revenue from operations
Other income
Total Income
Finance expenses
Depreciation
Total Expenses
Profit/(Loss) Before Tax
Less: Current Tax
Less: Deferred Tax Liability
Profit/(Loss) after Tax
STATE OF COMPANY'S AFFAIRS AND FUTURE OUTLOOK:
Due to tightened market conditions and slump in the sales of the products of the company over the period of time there has been a considerable decline in the turnover of the Company, eventually the Company has sustained Net Profit of Rs. 1,03,597,000/- during the year as compared to a loss of Rs. 64,54,000/- in the FY 2022-23. Further, the Company has achieved a turnover of Rs. 3,13,40,000/- against Rs. 2,14,12,000/- in the previous year. These figures clearly demonstrate the current market condition of the Company in the middle of overall market slowdown and fall in the demand for the products of the Company due to the new entrants in the market and the increasing competition.
The balance sheet is showing Net Profit due to approval of Resolution plan by the Hon'ble NCLT.
DIVIDEND:
In order to conserve resources for operational purposes and for further expansion of the
business, your Directors have not recommended any dividend on the equity shares for the year under review.
CHANGE IN NATURE OF BUSINESS:
During the Period under review, there were no changes in nature of business of the company in the Financial Year 2023-24. Rather, the company did not do any business because it was in CIRP.
CHANGES IN SHARE CAPITAL:
At present the securities of the Company are listed on BSE Limited and the Shares of the Company were placed in Z category by BSE Limited.
During the year under review, the Authorized Share Capital of the Company was 1,80,00,000 Equity Shares of Rs.10/- each amounting to Rs.18,00,00,000/-.Subscribed, Issued and Paid up Capital of the Company was 1,71,00,000 Equity Shares of Rs.10/- amounting to Rs.17,10,00,000/-.
DEPOSITS:
The company has not accepted any Deposits under Section 73 of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014. Neither, any deposit of previous years is unpaid or unclaimed during the financial year.
MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
During the period under review, CIRP process was initiated by the NCLT, Mumbai bench vide order dated 29th January, 2020 and during the year the business of the company was adversely effected and the financial position of the Company has affected due to no business activity.
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:
The 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 are already provided under the Auditor's Report, kindly refer the Auditor's report for det ails.
The Company is under Corporate Insolvency Resolution Process (CIRP) of the Insolvency and Bankruptcy Code2016 (IBC) in terms of Order passed by the Hon‘ble National Company Law Tribunal (NCLT), Mumbai Bench with effect from January 29th, 2020.
M/s. Shree Enterprises one of the Operational Creditor had filed an application with Hon'ble NCLT Mumbai for initiation of Corporate Insolvency resolution process against the Company u/s.9 of the Insolvency and Bankruptcy Code, 2016.The Hon'ble NCLT Mumbai after hearing the application vide its order dated 29/01/2020 admitted the application of the said operational creditor for initiation of Corporate Insolvency resolution process (CIRP) and has appointed CA NarenSheth (Reg. No. Registration No.IP/P- 00133- IBBI/IPA- 0013113- 1300133/2017-2018/10275) as Interim Resolution Professional (IRP).
PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES, ASSOCIATES AND JOINT VENTURE COMPANIES INCLUDED IN THE CONSOLIDATED FINANCIAL STATEMENT:
The company has not any joint ventures/ wholly-owned subsidiaries. However, the Company has Associate Named as Solar Copyer Limited (CIN:U21098MP1976PLC001379) is the parent company holds 28.71% shares in the Company.
EXTRACT OF THE ANNUAL RETURN:
Pursuant to the provisions of Section 92(3) of the Companies Act, 2013, every company shall place a copy of the annual return on the website of the Company, if any, and the web- link of such annual return shall be disclosed in the Board's Report. Since, your Company is not required to maintain a website therefore there is no need to place/publish the same.
CONSERVATION OF ENERGY, TECHNOLOGY, ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:
The details of Energy, Technology, Absorption, Foreign Exchange Earnings and Outgo are as under:
a) Conservation of Energy:
Steps taken for conservation
Steps taken for utilizing alternate sources of energy
Capital investment on energy conservation equipment's
b) Technology Absorption:
Efforts made for technology absorption
Benefits derived
Expenditure on Research &Development, if any
Details of technology imported, if any
Year of import
Whether imported technology fully absorbed
Areas where absorption of imported technology has not taken place, if any
c) Foreign Exchange Earnings/ Outgo:
Earnings
Outgo
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES:
During the period under review, the company has not made any related party transactions with related parties as per Accounting Standard -18 and sub-section (1) of section 188 of the Companies Act, 2013.
RISK MANAGEMENT POLICY:
The Company does not have written Risk Management Policy as the elements of risk threatening the Company's existence is very minimal as the Company is being managed and closely supervised by Resolution Professional, the National Company Law Tribunal ("NCLT") and the NCLT, Mumbai, vide order dated 29th January, 2020 ("Insolvency Commencement Order")had initiated Corporate Insolvency Resolution Process ("CIRP")against your Company, based on petition filed by the Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). The Company has not identified any element of risk which may threaten the existence of the Company.
DIRECTORS:
a) Changes in Directors and Key Managerial Personnel:
The details of Directors, Key Managerial Personnel of the Company as at 31st March, 2024 are as follows:
S. NO. NAME
1. Mr. Arvind Subhashchandra Bharati
Director
2. Mr. Sreekumar Swamikuttan Menon
3. Mrs. Sujata Sachchidanand Paradkar
4. Mr. Anand Pralhad Sapkal
During the period under review, none of the director has appoint and /or resign from the board.
b) Number of meetings of the Board of Directors/Committee of Creditors:
The Company is undergoing CIRP as per provision of insolvency and Bankruptcy Code, 2016 and therefore according to Section 17 read with Section 23 of the Insolvency & Bankruptcy Code, 2016, from the date of appointment of Interim Resolution Professional (IRP) or Resolution Professional (RP), the management of the affairs of the Corporate Debtor shall vest in the interim resolution professional and the powers of the Board of Directors of the Corporate Debtor shall stand suspended and be exercised by the Interim Resolution Professional (IRP) or Resolution Professional (RP). During the Financial ended March 31st, 2024, 5(Five) board meetings were held in the presence of Resolution Professional.
Further Section 24 of the Insolvency & Bankruptcy Code, 2016, prescribes that all meetings of the Committee of Creditors shall be conducted by the Resolution Professional and during the Financial Year no Committee of Creditors was held.
INDEPENDENT DIRECTORS' DECLARATION
The Independent Directors of Company have confirmed and declared that they are not disqualified to act as Directors and fulfill the conditions and possess necessary qualifications as applicable to Independent Directors in compliance with the provisions of Section 149 of the Companies Act, 2013. The Board is also of the opinion that the Independent Directors fulfill all the conditions specified in the Companies Act, 2013 making them eligible to act as Independent Directors.
The Company has received declarations from all these Independent Directors confirming that they meet with the criteria of independence prescribed under sub-section (6) of Section 149 of the Companies Act, 2013 read with the Schedules and Rules issued thereunder.
PARTICULARS OF LOANS, GUARANTEES AND INVESTMENTS UNDER SECTION 186 THE COMPANIES ACT, 2013:
The Company has not granted any loans or given guarantees - directly or indirectly to directors or any other person in whom directors are interested in contravention of Section 185 of the Companies Act, 2013. Accordingly, compliance under Section 185 and 186 of the Act in respect of providing securities is not applicable to the Company.
MANAGERIAL REMUNERATION:
No Managerial Remuneration is required to be disclosed in Board's Report as per Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.
STATUTORY AUDITORS:
The Members of the Company at their 31st AGM held on September 26, 2022 have approved the appointment of M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W) as the Statutory Auditor of the Company for a period of 5(Five) consecutive year from the conclusion of the 31st AGM till the conclusion of 36th AGM of the company on such remuneration as may be mutually agreed by the Board and the Auditor.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every Annual General Meeting is done away by Companies Amendment Act, 2017 vide notification dated May 7, 2018 issued by the Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is proposed for ratification of the appointment of Auditors, who were appointed in the Annual General Meeting, held on.
M/s. Sharp Aarth & Co. LLP, Chartered Accountants, (Firm Registration No. 132748W), were appointed as the Statutory Auditors of the company in the 31st Annual General Meeting of the Company to hold the office upto the conclusion of 36th Annual General Meeting.
The Auditor's Report do not contain any qualifications, reservations, adverse remarks or disclaimer.
EXPLANATION OR COMMENTS BY THE BOARD OF DIRECTORS ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARKS OR DISCLAIMER MADE BY THE AUDITOR IN THE AUDIT REPORT:
During the Financial Year, the Company was under CIRP and the Resolution Professional is unable to give any explanation on the qualification, reservation or Adverse Remarks or disclaimer made by the auditor in the Audit Report. However, audit report is itself explanatory to its qualification, reservation or Adverse Remarks or disclaimer.
SECRETARIAL AUDITORS:
The National Company Law Tribunal ("NCLT"), Mumbai, vide Order dated 29th January, 2020 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") against your Company.
The provisions of Section 204 of the Companies Act, 2013 are applicable to the Company. Mr. Naren Sheth, Resolution Professional of the Company had requested M/s Shivam Sharma & Associates, Company Secretary in Practice, for secretarial Audit and request was accepted by M/s Shivam Sharma & Associates, Company Secretary in Practice, therefore, the Resolution Professional had appointed M/s Shivam Sharma & Associates, Company Secretary in Practice, to conduct Secretarial Audit of the Company for the Financial Year 2023-24. The Secretarial Audit Report for the Financial Year ended March 31, 2024 is annexed herewith marked as Annexure- I to this Report.
DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS UNDER SUB-SECTION 12 OF SECTION 143 OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:
There were no frauds reported by auditors under sub-section 12 of Section 143 other than those which are reportable to the Central Government.
DISCLOSURE IN RESPECT OF VOTING RIGHTS NOT EXERCISED DIRECTLY BY THE EMPLOYEES IN RESPECT OF SHARES TO WHICH THE SCHEME RELATES:
No disclosures are required in respect of voting rights not exercised directly by the employees in respect of shares to which the scheme relates.
STATEMENT IN RESPECT OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:
The term "Internal Financial Controls" means the policies and procedures adopted by the company for ensuring the orderly and efficient conduct of its business, including adherence to company's policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information.
But the Auditors have pointed out that internal financial controls over financial reporting, including the possibility of collusion or improper management override of controls, material misstatements due to error or fraud may occur and not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to future periods are subject to the risk that the internal financial control over financial reporting may become inadequate because of the changes in conditions, or that the degree
of compliance with the policies or procedures may deteriorate.
A "MATERIAL WEAKNESS" exists, and testing and evaluating the design and operating effectiveness of internal control based on the assessed risk. The procedures selected depend on the auditor's judgment, including the assessment of the risks of material misstatement of the financial statements reported in paragraph and determining in the audit of the financial statements of the Company for the year ended March 31, 2024 and the material weaknesses do not affect our opinion on the Financial Statements of the Company.
The Management is of the opinion that the Company has adequate Internal Controls but it is needed to be further strengthened.
CORPORATE GOVERNANCE:
As per Regulation 34(3) read with Schedule V of the SEBI Listing Regulations, 2015, a separate section on corporate governance practices followed by the Company together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report marked as Annexure II.
DIRECTORS RESPONSIBILITY STATEMENT:
The clause related to the Directors' Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, are not applicable to Company as during the tear the Company was under CIRP.
In pursuant to the provisions of the Section 17 of the IBC, 2016, the powers of the board of directors of the Company ("Board of Directors") shall stand suspended and the same have been vested with and are being exercised by the Resolution Professional.
CORPORATE SOCIAL RESPONSIBILITY COMMITTEE & (CSR) POLICY:
As per the criteria mentioned in sub-section 1 of Section 135 of Companies Act, 2013,
the Company is not required to constitute CSR committee. Also, provisions relating to formulation of CSR (Corporate Social Responsibility) Policy are not applicable to the Company.
COMPOSITION OF THE AUDIT OF COMMITTEE
The Company fall in the provisions of Section 177 of Companies Act, 2013. Hence requirement of constitution of Audit Committee is applicable on the Company. However, the company has not constituted any Audit Committee.
COMPOSITION OF THE NOMINATION AND REMUNERATION COMMITTEE
The Company fall in the provisions of Section 178 of Companies Act, 2013. Hence requirement of constitution of Nomination and remuneration Committee is applicable on the Company. However, the company has not constituted any Nomination and remuneration Committee.
COMPOSITION OF THE STAKEHOLDER RELATIONSHIP COMMITTEE
The Company fall in the provisions of Section 178 of Companies Act, 2013. Hence requirement of constitution of Stakeholder Relationship Committee is applicable on the Company. However, the company has not constituted any Stakeholder Relationship Committee.
ESTABLISHMENT OF VIGIL MECHANISM:
The Company fall in the provisions of Section 177(9) & (10) of Companies Act, 2013. Hence requirement of establishing a vigil mechanism i.e. whistle blower policy is applicable on the Company. However, the company has established vigil mechanism.
DISCLOSURES UNDER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The company is committed to provide a protective environment at workplace for all its women employees. To ensure that every woman employee is treated with dignity and respect and as mandated 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 sexual harassment of women at workplace (prevention, prohibition and redressal) act 2013. An internal committee has been setup to redress the complaints received regarding sexual harassment at work place. The following is the summary of sexual harassment complaints received and disposed of during the current financial year.
Number of Complaints received: Nil Number of Complaints disposed of: Nil
DEMATERIALIZATION OF SHARES:
Shareholders are requested to convert their physical holding to demat /electronic form through any of the depository participants to avoid any possibility of loss, mutilation etc. Of physical share certificates and also to ensure safe and speedy transaction insecurities.
VOLUNTARY REVISION OF FINANCIAL STATEMENTS OR BOARD'S REPORT:
No voluntary revision of Financial Statements or Board's report is needed. ACKNOWLEDGEMENT:
Your company takes this opportunity to thank all the shareholders of the company for their continued support. Resolution professional wish to place on record their appreciation for the co-operation and support received from employees, staff and other people associated with the company and look forward for their continued support.
FORM NO. MR-3 SECRETARIAL AUDIT REPORT For The Financial Year ended March 31, 2024 [Pursuant To Section 204(1) Of The Companies Act, 2013 And Rule No. 9 Of The Companies (Appointment And Remuneration Personnel) Rules, 2014]
To,
The Members,
Starlite Components Limited Plot No. F-108, MIDC Area, Satpur,
Nashik, Maharashtra, 422007
I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by m/s STARLITE COMPONENTS LTD (CIN: L31200MH1991PLC063980) (hereinafter called "the company"]. Secretarial audit was conducted in a manner that provided us a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing our opinion thereon.
Based on my verification of the company's books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the resolution professional of company and during the conduct of the secretarial audit, i hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31st march, 2024 complied with the statutory provisions listed hereunder and also that the company has proper board processes and compliance mechanism in place to the extent, in the manner and subject to the reporting made hereinafter. The physical inspection or verification of documents and records were taken to the extent possible.
The present audit report also refers to certain events that occurred after the close of financial year ended 31st march 2024 to present fair view of the state of affairs of the company however, the event that happened after the close of the financial year were not reviewed for the audit purpose.
I have examined the books, papers, minute books, forms and returns filed and other records maintained by the company for the financial year ended on 31st march, 2024 as provided by resolution professional because the company is under corporate insolvency resolution process ("cirp"). According to the provisions of:
1) The companies act, 2013 (the act) and the rules made thereunder;
2) The securities contracts (regulation) act, 1956 ('scra') and the rules made thereunder;
3) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;
4) Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings; - (Not applicable to the company as there were no
transactions relating to Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings during the financial year under review);
5] The following Regulations and Guidelines prescribed under the Securities and
Exchange Board of India Act, 1992 ('SEBI Act'):-
a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;
b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015;
c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2018; (not applicable as the company did not issue any security during the financial year under review)
d) Securities and Exchange Board of India (Share Based Employee Benefits and Sweat Equity) Regulations, 2021: (Not Applicable to the Company during the audit period)
e) The Securities and Exchange Board of India (Issue and Listing of Non-Convertible Securities) Regulations, 2021: (Not Applicable to the Company during the audit period)
f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;
g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2021; (Not Applicable to the Company during the audit period)
h) The Securities and Exchange Board of India (Buy-back of Securities) Regulation 2018; (Not Applicable to the Company during the audit period)
i) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirement) Regulation, 2015
I have also examined compliance with the applicable clauses of the following:
(i) Secretarial Standards issued by The Institute of Company Secretaries of India i.e. Secretarial Standards-1(Meeting of the Board of Directors) & Secretarial Standards-2 (General Meetings)
(ii) The Listing Agreement entered into by the Company with BSE Limited, in compliance with SEBI (Listing Obligation and Disclosure Requirement) Regulation,2015
(iii) The Securities and Exchange Board of India (Listing Obligation and Disclosure Requirements) Regulations, 2015
OTHER APPLICABLE LAW
1] The Insolvency And Bankruptcy Code, 2016 read with rules and Regulations made thereunder.
I have analyzed that due to the default in payment of outstanding dues to Shree Enterprises ("Operational Creditor"]. The Operational Creditor approached to National Company Law Tribunal ("NCLT") and the NCLT, Mumbai, vide Order dated 29th January, 2020 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") against your Company, based on petition filed by the Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("the Code").
The NCLT vide an order has appointed Mr. Naren Sheth as the Interim resolution professional for the CIRP of the Starlite Components Limited. Further, First COC meeting held on 3rd March, 2020 in which Committee appointed Mr. Naren Sheth having IP Registration No "IBBI/IPA-001/IP- P00133/2017-18/10275" as the Resolution Professional with unanimous votes.
In accordance with the provisions of the Code, the powers of the board of directors of the Company ("Board of Directors") stand suspended and the same have been vested with and are being exercised by the Resolution Professional Mr. Naren Sheth.
Pursuant to the ongoing CIRP process of the Company, CoC has unanimously approved Resolution Plan received from Solar Copyer Limited ("Resolution Applicant") in the 4th CoC Meeting held on January 01, 2021. The company has submitted the CoC approved Resolution Plan to the Adjudicating Authority Hon'ble NCLT for its approval. The Resolution Plan for the revival of the Company submitted by Resolution Applicant pursuant to provisions of Insolvency and Bankruptcy Code 2016 has been approved by the National Company Law Tribunal, Mumbai ("NCLT") vide its Order dated March 14, 2024 (Order No. I.A. 1130/2021 IN C.P. No. IB- 3550/MB/2019)("the Order"). The company has submitted the certified copy of the order to BSE Limited on April 26, 2024; however, the order copy has not yet been submitted to the Registrar of Companies (ROC).
During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines etc. mentioned above subject to the following observations.
I further report that during the audit period:
1) I have relied on the representations made by the resolution professional for systems and mechanisms formed by the company for compliances under other laws and regulations applicable to the company and have serious concerns about the compliance mechanism followed by the company;
2) The company has not appointed whole time company secretary which is required to be appointed pursuant to the provisions of section 203 of companies act, 2013 and regulation 6(1) of SEBI (listing obligation and disclosure requirement), 2015;
3) The company has received email from BSE limited imposing penalty for non-appointment of whole time company secretary in compliance with the provisions of SEBI (listing obligation and disclosure requirement) regulation, 2015, and consequently the shareholding of the promoters have been freeze promoter by the stock exchange;
4) As per information received the provisions of section 177 and 178 of companies act, 2013 read with the rules made there under, the company is required to constitute audit committee and nomination & remuneration committee, but we have not received any documents with respect to this so we are unable to comment on constitution of committees.
The company is undergoing CIRP as per section 17 read with section 23 of the insolvency & bankruptcy code, 2016, from the date of appointment of interim resolution professional (IRP) or resolution professional (RP), the management of the affairs of the corporate debtor shall vest in the interim resolution professional and the powers of the board of directors of the corporate debtor shall stand suspended and be exercised by the interim resolution professional (IRP) or resolution professional (RP). Thus, no meetings of the board were held after the commencement of CIRP w.e.f. 29th January, 2020.
Further section 24 of the insolvency & bankruptcy code, 2016, prescribes that all meetings of the committee of creditors ("COC") shall be conducted by the resolution professional. Accordingly, adequate notice is given to all financial creditor/suspended board/committee members to schedule the committee of creditors meetings, agenda and detailed notes on agenda were sent in sufficient and reasonable time possible.
5) The website of the company is not updated as per provisions of regulation 46 of SEBI (listing obligation and disclosure requirement), 2015, during the year under review;
6) M/s. Comet filament limited, company promoted by the same promoters, has not provided the exit offer to the shareholders of the company within the stipulated period of time and thus has not complied with the provisions of SEBI CIRCULAR NO. SEBI/HO/MRD/DSA/CIR/P/2017/92 dated august 1, 2018. Pursuant to the non compliance, actions specified under the said SEBI circular were initiated against the reporting company i.e. Starlite components limited and its promoters & directors;
7) The company has obtained an approval from the members of the company at the 2 6th annual general meeting for preferential allotment of shares to promoter & promoter group for cash and pursuant to conversion of loans obtained from them. The company has filed the application for inprincipal approval to BSE ltd, however, post initiation of CIRP proceedings against the company w.e.f January 2020, the same is still in pending for approval;
8) The board of directors of the company in their meeting held on September 28, 2018 decided to allot 6, 80, 005 share warrants at INR 54/- each, convertible into equity shares of the company, in line with special resolution passed in the annual general meeting of the company held on September 28, 2017, without obtaining the in-principle approval of the stock exchange. However, the said allotment was later reversed in the books of the company by the resolution passed by the board of directors in their meeting held on March 31, 2019. No intimation / disclosure / filing pertaining to
the aforesaid transaction has been provided by the company to stock exchange or to the registrar of companies, Mumbai, Maharashtra;
9) The company has received email dated June 28, 2024 from SEBI pertaining to non-compliance with the provisions of regulations 33 of SEBI LODR regulations, 2015 for the quarter ended march, 2024. The company has replied to the above mail. As confirmed by the management, the company has thereafter not received any communication from SEBI in this matter.
10) The company had not provided e-voting facility to members in the previous AGM held for the fy 2022-23;
11) The company has not appointed internal auditors as per the provision of section 138 of the companies act, 2013 read with rule no. 13 of companies (accounts) rules, 2014;
12) There were instances where the company has delayed in filing the disclosure / returns with the stock exchanges where the securities of company are listed and registrar of companies, Mumbai, for which the company has paid additional fees / penalties wherever necessary.
13) There are instances wherein the company have delayed / not filed certain disclosures / returns in compliance with the SEBI (listing obligation and disclosure requirement) regulation, 2015.
14) During the period under review, the company was under CIRP, so we are unable to comment on that the company has comply with the provisions of the act, rules, regulations, guidelines, standards, etc.
This report is to be read with our letter of even date which is annexed as ANNEXURE A and forms an
integral part of this report.
Annexure A
(To the Secretarial Auditor's Report of Starlite Components Limited]
Starlite Components Limited
The Secretarial Audit Report of even date is to be read along with this letter.
1) Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.
2) I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the Secretarial records. The verification was done on random test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis of my opinion.
3) The correctness and appropriateness of the financial records and Books of accounts of the Company have not been verified.
4) Wherever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.
5) The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on random test basis.
6) The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.
NOTE: It is stated that compliance of all the applicable provisions of the Companies Act 2013, is the responsibility of the management and Resolution Professional as now Company is under CIRP from dated 29th January, 2020. Resolution Professional had appointed our Firm to conduct Secretarial Audit only on the basis of document as itself RP have. So our examination of test check basis was limited to the procedures followed by the company for ensuring the compliance with the provision. We state that such compliance is neither an assurance as to the viability of the company nor the efficiency of effectiveness with which the management has conducted its affairs before initiating CIRP.
AnNEAUKE-11
COMPLIANCE CERTIFICATE
[Pursuant to Regulation 34(3) read with Schedule V Para E of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015]
We have examined the compliance of conditions of Corporate Governance of M/s Starlite Components Ltd, having CIN L31200MH1991PLC063980 and having Registered Office at Plot No. F- 108, MIDC Area, Satpur, Nashik, Maharashtra, 422007, for the financial year ended on March 31, 2024, as stipulated in the relevant regulations of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, as amended from time to time ("SEBI LODR, 2015").
The compliance of conditions of Corporate Governance is the responsibility of the Management. Our examination was limited to a review of procedures and implementation thereof, adopted by the Company for ensuring compliance with the conditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.
APPLICABILITY
The Shree Enterprises ("Operational Creditor") due to the default in payment of outstanding dues has approached to National Company Law Tribunal ("NCLT") and the NCLT, Mumbai, vide Order dated 29th January, 2020 ("Insolvency Commencement Order") had initiated Corporate Insolvency Resolution Process ("CIRP") against the Company, based on petition filed by the Operational Creditor under Section 9 of the Insolvency and Bankruptcy Code, 2016 ("the Code"). The NCLT vide its order and in 1st CoC Meeting, Mr. Naren Sheth has been appointed as the Resolution professional for the CIRP of the Starlite Components Limited.
The Company is undergoing CIRP and as per Section 17 read with Section 23 of the Insolvency & Bankruptcy Code, 2016, from the date of appointment of Interim Resolution Professional (IRP) or Resolution Professional (RP), the management of the affairs of the Corporate Debtor shall vest in the interim resolution professional and the powers of the Board of Directors of the Corporate Debtor shall stand suspended and be exercised by the Interim Resolution Professional (IRP) or Resolution Professional (RP).
In our opinion and to the best of our information and according to the explanations given to us by the Resolution Professional, we certify that the Company has compiled with the conditions of Corporate Governance as stipulated in the above-mentioned Listing Regulations.
We further state that this certificate is neither an assurance as to the future viability of the Company nor of the efficiency or effectiveness with which the Management has conducted the affairs of the Company.