The Company was under Corporate Insolvency Resolution Process (“CIRP”) with
effect from October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016
(“IBC”) by an Order passed by Hon'ble National Company Law Tribunal, Mumbai
Bench (‘NCLT”) and Mr. Neehal Mahamulal Pathan was initially appointed as an
Interim Resolution Professional (IRP) and thereafter Resolution Professional (RP). The
NCLT vide its order dated November 1, 2023 has approved the Resolution Plan submitted by
M/s. Shivasons Solutions India Private Limited under Section 31 of the IBC, which has been
implemented in phase wise manner and subsequent orders were passed by NCLT on June 25,
2024 and August 09, 2024 on Resolution Plan.
The powers of the Board of Directors of the Company and its Committees remained
suspended from the initiation of CIRP until the Board of the Company was re-constituted
i.e. July 3, 2024.
As per the approved Resolution Plan, a Monitoring Committee was constituted for the
implementation of the Resolution Plan until the reconstitution of Board of Directors and
all the decisions which could otherwise have been taken by the Company's Board of
Directors, were taken by the Monitoring Committee. Pursuant to implementation of
Resolution Plan, erstwhile board of directors of the Company were replaced with the new
board of directors with effect from July 3, 2024.
The Resolution Professional did not comply with the provisions of Companies Act, 2013
and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 during the
CIRP period.
The current Board of Directors presenting this Annual report based on the status of the
Company in the Financial Year 2023-24 without assuming any liability whatsoever which may
arise due to noncompliance done by RP during the CIRP.
The Board of Directors hereby submit the report of the business and operation of your
Company (“Company” or “MELSTAR INFORMATION TECHNOLOGIES LIMITED”)
along with the Audited financial Statements, for the financial year ended March 31, 2024.
1. FINANCIAL RESULTS:
(in Lakhs)
PARTICULAR |
2023-24 |
2022-23 |
Net Sales/ Income from Operations |
- |
- |
Other Income |
1214.23 |
- |
Operating Profit / (Loss) before Interest and Depreciation (PBIDTA) |
1160.35 |
- |
Finance Cost |
32.42 |
- |
Depreciation |
- |
- |
Operating Profit / (Loss) before Tax |
1127.93 |
(1.02) |
Net Profit / (Loss) before tax and Exceptional Items |
1127.93 |
(1.02) |
Exceptional Items |
- |
- |
Net Profit/ (Loss) before tax and after Exceptional Items |
1127.93 |
(1.02) |
Provision for Taxation |
- |
- |
Net Profit/ (Loss) after Tax |
1127.93 |
(1.02) |
Face Value of Equity Shares (in Rupees) |
10.00 |
10.00 |
EPS - Basic and Diluted (Before Exceptional Item) (in Rupees) |
7.90 |
0.01 |
EPS - Basic and Diluted (After Exceptional Item) (in Rupees) |
7.90 |
0.01 |
2. OPERATIONS:
There were no operations during the year.
3. DIVIDEND:
No Dividend is declared for the financial year ended March 31, 2024 due to the
financial position of the Company.
4. TRANSFER TO RESERVE
No Transfer has been made to General Reserve as the Company has suffered losses.
5. SUBSIDIARY(S)
The Company doesn't have any subsidiary as on March 31, 2024
6. BUSINESS DESCRIPTION No operations during the year.
7. EVENT SUBSEQUENT TO THE DATE OF FINANCIAL STATEMENTS:
The Company was under Corporate Insolvency Resolution Process (“CIRP”) with
effect from October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016
(“IBC”) by an Order passed by Hon'ble National Company Law Tribunal, Mumbai
Bench (‘NCLT”) and Mr. Neehal Mahamulal Pathan was appointed as an IRP and
thereafter RP (Resolution Professional). The NCLT vide its order dated November 1, 2023
has approved the Resolution Plan submitted by the Shivasons Solutions India Private
Limited under Section 31 of the IBC, which has been implemented in phase manner and
subsequent orders were passed by NCLT on June 25, 2024 and August 11, 2024 on Resolution
Plan. The powers of the Board of Directors of the Company and its Committees remained
suspended from the initiation of CIRP till Board of the Company has been re-constituted
i.e. July 3, 2024. As per the approved Resolution Plan, a Monitoring Committee constituted
for the implementation of the Resolution Plan till the reconstitution of Board of Director
and all the decisions which could otherwise have been taken by the Company's Board of
Directors, were taken by the Monitoring Committee. Pursuant to implementation of
Resolution Plan, erstwhile board of directors of the Company were replaced with the new
board of directors with effect from July 3, 2024.
8. CHANGE IN THE NATURE OF BUSINESS IF ANY: No operations carried during the
CIRP time However, The Board of Directors had decided to enter into Aviation Sector by
entering into Simulator leasing business and approved the change in object clause of the
Company and approved by the shareholders on October 1, 2024.
9. SHARE CAPITAL: The paid up equity capital as on March 31, 2024, was Rs
14,28,31,390 . During the year under review, your Company has not issued any shares to
public, rights, preferential including and/or convertible debentures.
The Board at its meeting held on July 24, 2024 has approved allotment of 27,92,000
equity shares of Rs. 10/- each to Promoters as per Resolution Plan approved by NCLT. Post
allotment of equity shares to Promoters and reduction of capital, the shareholding pattern
of the Company is as follows:
Particulars |
Number of shares |
% of holding |
1 Promoters |
27,92,000 |
94.85% |
2 Public |
1, 51,737 |
5.15% |
Total |
29,43,737 |
100% |
10.REDUCTION OF CAPITAL
The Board had fixed August 30, 2024 as the record date for cancellation and
extinguishment of all the outstanding equity shares held by the existing public
shareholders (other than erstwhile promoters) on the record date as per following ratio:
i) Shareholder holding less than 50 equity shares will hold one equity share and
balanced shares will be cancelled. ii) Shareholder holding more than 50 equity shares will
hold one equity share for every 50 equity shares held by them in the Company and balanced
shares will be cancelled.
11.VIGIL MECHANISM / WHISTLE BLOWER POLICY:
The current board of directors have framed a Whistle Blower Policy to deal with
instances of fraud and mismanagement, if any. The details of the Policy are given in the
Corporate Governance Report and the Policy is posted on the Company's website.
12.CORPORATE GOVERNANCE:
The Company adheres to corporate culture of integrity and consciousness. Corporate
Governance is a journey for constantly improving sustainable value creation. As required
under the provision of Regulation 34 read with Schedule V of the SEBI Listing Regulations,
a separate report on Corporate Governance forms part of this Annual Report, together with
a Certificate from the Auditors of the Company regarding compliance of conditions of
Corporate Governance by the current board of directors.
13.ANNUAL RETURN:
The Annual Return of the Company as on March 31, 2024 in Form MGT 7 in accordance with
Section 92(3) and Section 134(3)(a) of the Act as amended from time to time and the
Companies (Management and Administration) Rules, 2014, will be made available on the
website of the at www.metstarrtech.com.
14.DIRECTORS:
Post CIRP, new directors were appointed on the Board by the new management and
erstwhile following directors were ceased to be directors from 4th July 2024.
i) Mr. Anant Satish Pathak ii) Mr. Sirish Kumar Sahoo iii) Mr. Pramod Shivaji Bhosale
The present directors of the Company and their appointment date are as follows:
Name of Director |
Designation |
Date of appointment |
1. Mr. Vineet Goverdhan Shah |
Managing Director |
July 3, 2024 |
2. Mr. Uttam Prakash Agarwal |
Independent Director |
July 24, 2024 |
3. Mr. Subhash Chandra Varshney |
Independent Director |
July 3, 2024 |
4. Mr. Rajnikant Patel |
Independent Director |
July 24,2024 |
5. Ms. Alyzaa Merchant |
Independent Director |
July 3, 2024 |
6. Mr. Tarun Kashyap |
Executive Director |
November 14,2024 |
The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the criteria of independence as prescribed under the Act and
Listing Regulations.
The details of programme for familiarization of Independent Directors with the Company,
nature of the industry in which the Company operates and related matters will be uploaded
on the website of the Company www.melstarrtech.com.
In terms of the provisions of the Act, Mr. Vineet Govardhan Shah, Director of the
Company, retires by rotation and being eligible, offers herself for re-appointment at the
ensuing Annual General Meeting (AGM). Resolution seeking their re-appointment along-with
his profile as required under Regulation 36(3) of the Listing Regulations forms part of
the Notice of Thirty Seventh Annual General Meeting.
15.KEY MANAGERIAL PERSONNEL
Mr. Vineet Goverdhan Shah, Managing Director, Mr. Tarun Kashyap, Executive Director and
Ms. Meenakshi Ramandasani, Company Secretary are the Key Managerial Personnel of the
Company post appointment done by new management after taking over the affairs of the
Company from Resolution Professional.
16.NUMBER OF BOARD MEETING:
No Board or Committee Meetings were held during the year 2023-24. The Committee of
Creditors met 2 times December 29, 2023 and January 02,.2024 and Monitoring Committee met
two times during the year on January 27, 2024 and February 25, 2024.
17.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments covered under the provisions of Section
186 of the Companies Act, 2013 are given in the notes to the Financial Statements.
18.MANAGEMENT DISCUSSION AND ANALYSIS
In terms of the provision of Regulation 34 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulations 2015, the Management's discussion and analysis is set
out in this Annual Report.
19.RELATED PARTY TRANSACTIONS
During the year under review, the Company had not entered into any contract/
arrangement/ transaction with related parties which could be considered material in
accordance with the policy of the Company on materiality of related party transactions or
which is required to be reported in Form No. AOC-2 in terms of Section 134(3) (h) read
with
22
Section 188 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.
Accordingly, there are no transactions that are required to be reported in Form AOC-2. The
policy on Related Party Transactions as approved by the Audit Committee and Board is
uploaded on the Company's website at the link
http://www.melstarrtech.com/policies.html.
20.RISK MANAGEMENT REPORT
In line with the regulatory requirements, the current Board of Directors has framed a
Risk Management Policy to identify and access the key business risk areas and a risk
mitigation process. A detailed exercise is being carried out at regular intervals to
identify, evaluate, manage and monitor all business risks. The Board periodically reviews
the risks and suggests steps to be taken to control and mitigate the same through a proper
defined framework.
21.SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
The Company was under Corporate Insolvency Resolution Process (“CIRP”) with
effect from October 3, 2019 under the provisions of Insolvency and Bankruptcy Code, 2016
(“IBC”) by an Order passed by Hon'ble National Company Law Tribunal, Mumbai
Bench (‘NCLT”) and Mr. Neehal Mahamulal Pathan was appointed as an IRP and
thereafter RP (Resolution Professional). The NCLT vide its order dated November 1, 2023
has approved the Resolution Plan submitted by the Shivasons Solutions India Private
Limited under Section 31 of the IBC, which has been implemented in phase wise manner and
subsequent orders of NCLT dated June 25, 2024 and August 09, 2024. The powers of the Board
of Directors of the Company and its Committees remained suspended from the initiation of
CIRP till Board of the Company has been re-constituted i.e. July 3, 2024.
22.HUMAN RESOURCES
At Melstar, human resource is treated as an important asset and believe in its
Contribution in overall growth of the Company. Here, we focus on the workplace of tomorrow
that promotes a collaborative, transparent and participative organization culture,
encourages innovation and rewards individual Contribution.
23.PARTICULARS OF JOINT VENTURES OR ASSOCIATE COMPANY:
The Company does not have any Joint Venture with any person or an associate Company as
defined under Section 2(6) of the Companies Act, 2013 (‘the Act').
24.FIXED DEPOSITS:
During the year under review, your Company has not accepted any fixed Deposits and
there were no unclaimed deposits or interest thereon as on March, 31, 2024.
25.COMMITTEES OF THE BOARD
As on 31st March, 2024 the Board has three Committee: “Audit Committee”,
“Nomination and Remuneration Committee” and “ Stakeholders Relationship
Committee”. But, due to IBC Order of the NCLT, authority of the Board and its members
suspended and vested to RP and no meeting of the Committee were held during the year.
26.INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY
The Board has adopted policies and procedures for ensuring the Orderly and efficient
conduct of its business, including adherence to the Company's policies, Safeguarding of
its assets, prevention and detection of Fraud, error reporting mechanisms, accuracy and
completeness of the accounting records, and timely preparation of reliable financial
disclosures. RP / Auditors have not reported fraud during the financial year to the
current Board of Directors.
27.CRITERIA FOR APPOINTMENT OF INDEPENDENT DIRECTORS
The Independent Director shall be of high integrity with relevant expertise and
experience with Director having expertise in the fields of manufacturing, marketing,
finance, law, governance and general management, so as to have a diverse Board.
28.SECRETARIAL STANDARDS
The Company complies with all the applicable Mandatory Secretarial Standards issued by
the Institute of Company Secretaries of India (ICSI) from July 3, 2024.
29.LISTING ON STOCK EXCHANGES:
The Company's shares are listed on BSE Limited and NSE Limited.
30.DIRECTORS' RESPONSIBILITY STATEMENT:
As stipulated under Section 134(3)(c) & (5) of the Companies Act, 2013, your
Directors unable to confirm as under:- i) that in the preparation of the accounts for the
financial year ended 31st March 2024, the applicable accounting standards have been
followed along with proper explanation relating to material departures; ii) that the
Directors have selected such accounting policies and applied them consistently and made
judgments and estimates that were 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
loss of the Company for the year under review; iii) The Directors have taken proper and
sufficient care for maintenance of adequate accounting records to safeguard the company's
assets and prevent fraud, in line with the CIRP requirements; iv) that the Directors have
prepared the accounts for the financial year on going concern basis. v) the Directors have
laid down internal financial controls, which are adequate and were operating effectively.
vi) the Directors have devised proper systems to ensure compliance with the provisions of
all applicable laws and that such systems were adequate and operating effectively.
The Current Board of Directors unable to make directors responsibility statement due to
non-availability of records made available by Resolution Professional.
31.ANNUAL EVALUATION:
Under CIRP, no formal performance evaluations of the Board or Committees were
conducted, as governance functions were transferred to the Resolution Professional. In
normal circumstances, evaluations are conducted in compliance with Section 134(3)(p) of
the Companies Act, 2013.
32.PARTICULARS OF EMPLOYEES:
Disclosures pertaining to remuneration and other details as required under Section
197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration of
Managerial Personnel Rules, 2014 are provided as per ANNEXURE-II. The Company has no
employees during the year.
33.CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE
EARNINGS AND OUTGO:
The Information pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule
8 of The Companies (Accounts) Rules, 2014, is given in ANNEXURE I to this report.
34.AUDITORS: i) STATUTORY AUDITORS:
In view of the provision of Section 139, 142 and other applicable provisions if any, of
the Companies Act 2013 or any amendment thereof or modification thereof, M/s Sarda &
Pareek (FRN 109262W) was appointed as Statutory Auditor for the period of three financial
year from April 01,2018 to March, 31, 2024 in the 31st Annual General Meeting held on
September 27, 2018. M/s Sarda & Pareek (FRN 109262W) resigned for the FY 2020-21 on
July 18,2024.
The Board of Directors has recommended the appointment of M/s C K S P And Co LLP,
Chartered Accountant (Firm Registration No131228W/W100044) as the Statutory Auditors of
the Company to fill the casual vacancy caused due to resignation of M/s Sarda & Pareek
which was approved by shareholders through postal ballot result of which was announced on
October 1, 2024 and M/s C K S P And Co LLP, Chartered Accountant hold office from the
conclusion of this Annual General Meeting to the Conclusion of 37th Annual General
Meeting.
The Company has received an eligibility certificate cum consent letter from M/s C K S P
And Co LLP, Chartered Accountant to the effect that the appointment, if made, would be in
accordance with limits specified under section 141 of the Companies Act, 2013 and as
required under SEBI Regulations, they have confirmed that they hold valid certificate
issued by the Peer Review Board of the Institute of Chartered Accountants of India.
The Auditor's Report for the FY 2023-24 contain following qualifications and management
reply for the same are as follows:
Matter |
Auditor's Qualifications |
Management Reply |
Details of Audit |
1) With reference to Note No |
The current management |
Qualification |
27 (I) regarding the balance of |
after taking into |
|
Trade Payables, Trade |
consideration NCLT order |
|
Receivables, Loans, Advances, |
dated 01/11/2023 with |
|
current liabilities, borrowing |
regard to the |
|
from others etc. being not |
confirmation of Trade |
|
confirmed by the parties due to |
Payables, Trade |
|
pending reconciliation the |
Receivables, Loans and |
|
management has not sent direct |
Advances, Current |
|
confirmations to parties and |
Liabilities, Borrowings |
|
hence our inability to state |
from others etc. we are |
|
whether these balances are |
unable to provide, since |
|
recoverable /payable to the |
the company was under |
|
extent stated. |
NCLT process and |
|
|
Resolution Professional |
|
2) The company has |
|
|
accumulated losses exceeding |
Mr. Neehal Mahamulal |
|
the share capital and reserves |
Pathan neither handed |
|
and its net worth has been |
over any confirmation he |
|
|
received in past years, nor |
|
fully eroded. These conditions |
|
|
indicate the existence of a |
he provided details / |
|
material uncertainty that may |
information of Trade |
|
cast significant doubt about |
Payables, Trade |
|
|
Receivables, Loans and |
|
the company's ability to |
|
|
continue as a going concern. |
Advances, Current |
|
However, the standalone |
Liabilities, Borrowings |
|
financial results of the |
from others. The current |
|
|
management will try to |
|
Company have been prepared |
|
|
on a going concern basis |
ensure their realisability |
|
because of the reasons stated |
for the same and if it is not |
|
in the Note No. 27 (j) to the |
payable/recoverable then |
|
standalone financial results. |
the required provisions |
|
|
will be made in current |
|
|
financial year. |
35.SECRETARIAL AUDITORS:
i. Pursuant to the provisions of Section 204 of the Act and Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, the Company had appointed M/s. S.
Talwar & Associates, Practicing Company Secretaries, to undertake the Secretarial
Audit of the Company for the FY 2023-24. The Secretarial Audit Report is appended as
Annexure III to this Report. The Secretarial Auditor's Report contains following
observations and management reply for the same as follows:
Sr. |
Compliance Requirement |
Deviations |
Observations/ Remarks of |
Management |
No. |
(Regulations/ circulars / |
|
the |
Reply |
|
guidelines including |
|
Practicing Company |
|
|
specific clause) |
|
Secretary |
|
1. |
Regulation 31 of SEBI (LODR) |
Non |
During the year the |
The Company |
|
Regulations, 2015 |
submission / |
company's was under the |
was under |
|
|
Late |
resolution process, during |
Corporate |
|
|
Submission |
which the resolution |
Insolvency |
|
|
|
professional (RP), managed |
Resolution |
|
|
|
the company's affair and has |
Process |
|
|
|
delayed submission of |
(“CIRP”) with |
|
|
|
quarterly Shareholding |
effect from |
|
|
|
pattern for the quarter |
October 3, |
|
|
|
ended 31 December 2023 |
2019 till July 3, |
|
|
|
and 31 March 2024. Further |
2024. |
|
|
|
it has not yet submitted the |
|
|
|
|
quarterly Shareholding |
The Resolution |
|
|
|
pattern for the quarter |
Professional |
|
|
|
ended 30 June 2023 and 30 |
did not comply |
|
|
|
September 2023. |
with |
|
|
|
|
provisions of |
|
|
|
The new management was |
Companies Act, |
|
|
|
appointed from July 2024 |
2013 and SEBI |
|
|
|
onward and submitted |
(Listing |
|
|
|
quarterly shareholding |
Obligations |
|
|
|
pattern for the quarter |
and Disclosure |
|
|
|
ended 31 December 2023 on |
Requirements) |
|
|
|
8 July 2024 and 31 March |
Regulations, |
|
|
|
2024 on 9 July 2024. |
2015 during |
|
|
|
|
the CIRP time. |
2. |
Regulation 55/76 RSCA of |
Non |
During the year the |
The current |
|
SEBI DP |
submission |
company's was under the |
Board of |
|
|
|
resolution process, during |
Directors are |
|
|
|
which the resolution |
presenting this |
|
|
|
professional (RP), managed |
Annual Report |
|
|
|
the company's affair and it |
based on the |
|
|
|
has not submitted |
status of the |
|
|
|
reconciliation of share |
Company in |
|
|
|
capital audit report for any |
the Financial |
|
|
|
of the quarters of the |
Year 2023-24 |
|
|
|
financial year 2023-24. |
without |
|
|
|
|
assuming any |
|
|
|
The new management was |
liability |
|
|
|
appointed from July 2024 |
whatsoever |
|
|
|
onward and is in the process |
which may |
|
|
|
of completing the pending |
arise due to |
|
|
|
compliances. |
noncompliance |
3. |
Submission of Annual report |
Non |
During the year the |
during the |
|
for financial year 2022-23 in |
submission |
company's was under the |
CIRP. The |
|
XBRL format |
|
resolution process, during |
Company is |
|
|
|
which the resolution |
seeking waiver |
|
|
|
professional (RP), managed |
from |
|
|
|
the company's affair and it |
imposition of |
|
|
|
has not submitted annual |
any penalty / |
|
|
|
report for the financial year |
fine on the |
|
|
|
2022-23 in XBRL format. |
current Board |
|
|
|
|
of Directors / |
|
|
|
The new management was |
Company due |
|
|
|
appointed from July 2024 |
to non- |
|
|
|
onward and is in the process |
compliance |
|
|
|
of completing the pending |
done by the RP. |
|
|
|
compliances. |
|
4. |
Regulation 27 of SEBI (LODR) Non |
During the year the |
|
|
|
Regulations, 2015 submission |
company's was under the |
|
|
|
|
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and it |
|
|
|
|
has not submitted corporate |
|
|
|
|
governance report for any of |
|
|
|
|
the quarters of the financial |
|
|
|
|
year 2023-24. |
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and is in the process |
|
|
|
|
of completing the pending |
|
|
|
|
compliances. |
|
|
5. |
Regulation 40(9) Non |
During the year the |
|
|
|
of SEBI (LODR) Regulations, submission |
company's was under the |
|
|
|
2015 |
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and it |
|
|
|
|
has not submitted PCS |
|
|
|
|
certificate for |
|
|
|
|
transfer/transmission for |
|
|
|
|
the financial year 2023-24. |
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and is in the process |
|
|
|
|
of completing the pending |
|
|
|
|
compliances. |
|
|
6. |
Regulation 46(2) of SEBI Non updation |
The new management has |
|
|
|
(LODR) Regulations, 2015 |
come into place in July 2024 |
|
|
|
|
and posts that the company |
|
|
|
|
is in process of completing |
|
|
|
|
the updation of website as |
|
|
|
|
per the Regulation 46(2) of |
|
|
|
|
SEBI (LODR) Regulations, |
|
|
|
|
2015 |
|
|
7. |
Regulation 33 of SEBI (LODR) Late |
During the year the |
|
|
|
Regulations, 2015 submission |
company's was under the |
|
|
|
|
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair has |
|
|
|
|
delayed submission of |
|
|
|
|
quarterly Financial Results |
|
|
|
|
along with limited review |
|
|
|
|
report for the quarter ended |
|
|
|
|
30 June 2023, 30 September |
|
|
|
|
2023, 31 December 2023 |
|
|
|
|
and financial statement |
|
|
|
|
along with Auditor's Report |
|
|
|
|
for the quarter and year |
|
|
|
|
ended 31 March 2024. |
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and has submitted |
|
|
|
|
Financial results on 14th |
|
|
|
|
August 2024 for all the |
|
|
|
|
quarters. |
|
|
|
8. |
Regulation 24(A) of SEBI Non During the year the |
|
|
|
|
(LODR) Regulations, 2015 submission company's was under the |
|
|
|
|
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and it |
|
|
|
|
has not submitted the |
|
|
|
|
Secretarial Compliance |
|
|
|
|
Report for the financial year |
|
|
|
|
2023-24 as on the date of |
|
|
|
|
signing. |
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and is in the process |
|
|
|
|
of completing the pending |
|
|
|
|
compliances. |
|
|
|
9. |
Regulation 13(3) of SEBI Non During the year the |
|
|
|
|
(LODR) Regulations, 2015 submission company's was under the |
|
|
|
|
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and it |
|
|
|
|
has not submitted Statement |
|
|
|
|
of Investor grievances for |
|
|
|
|
any of the quarters of the |
|
|
|
|
financial year 2023-24. |
|
|
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and is in the process |
|
|
|
|
of completing the pending |
|
|
|
|
compliances. |
|
10. |
Regulation 30 of SEBI (LODR) |
- |
During the year the |
|
|
Regulations, 2015 |
|
company's was under the |
|
|
|
|
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and we |
|
|
|
|
could not find documents |
|
|
|
|
related to appointment of |
|
|
|
|
Company Secretary and |
|
|
|
|
Compliance Officer during |
|
|
|
|
the financial year 2023-24. |
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and is in the process |
|
|
|
|
of completing the pending |
|
|
|
|
compliances. |
|
11. |
Regulation 14 of SEBI (Listing |
Non-payment |
During the year the |
|
|
Obligations and Disclosure |
|
company's was under the |
|
|
Requirements) Regulations, |
|
resolution process, during |
|
|
2015 |
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and has |
|
|
|
|
not paid the annual listing |
|
|
|
|
fee to BSE and NSE including |
|
|
|
|
custody fee to CDSL /NSDL |
|
|
|
|
for the financial year. |
|
12. |
Section 173 & 174 of the |
- |
As per section 173, the |
|
|
Companies Act, 2013 |
|
Company is required to hold |
|
|
|
|
minimum 4 Board Meetings |
|
|
|
|
during the financial and the |
|
|
|
|
maximum gap between such |
|
|
|
|
meetings should not cross |
|
|
|
|
more than 120 days. |
|
|
|
|
Further, upon our |
|
|
|
|
verification, we could not |
|
|
|
|
find any notices of meetings |
|
|
|
|
or minutes for the financial |
|
|
|
|
year 2023-24. |
|
13. |
Section 96 of the Companies |
- |
Based on our verification, no |
|
|
Act, 2013 |
|
Annual General Meeting was |
|
|
|
|
held during the financial |
|
|
|
|
year 2023-24. |
|
14. |
Regulation 17, 18 and 19 of |
- |
As the company was under |
|
|
SEBI (LODR) Regulations, |
|
CIRP under the Insolvency |
|
|
2015 & Section 177 and 178 |
|
and Bankruptcy Code (IBC) |
|
|
of the Companies Act, 2013 |
|
the said regulation is not |
|
|
|
|
applicable. |
|
15. |
Section 149 of Companies Act |
- |
There was no proper |
|
|
2013 and Regulation 17 of |
|
document available for |
|
|
SEBI (LODR) Regulations, |
|
understanding the |
|
|
2015 |
|
composition of the board of |
|
|
|
|
directors for the financial |
|
|
|
|
year 2023-24. |
|
16. |
Section 203 of Companies Act |
Non- |
Upon our verification, we |
|
|
2013 and Rule 8 of |
submission |
could not find form DIR -12 |
|
|
Companies (Appointment |
|
filed with MCA for |
|
|
and Remuneration of |
|
appointment of Company |
|
|
Managerial Personnel) |
|
Secretary. |
|
|
Rules,2014 |
|
|
|
|
|
|
The new management came |
|
|
|
|
into place from July 2024 |
|
|
|
|
and they further appointed |
|
|
|
|
of Ms Meenakshi |
|
|
|
|
Ramandasani as Company |
|
|
|
|
Secretary & Compliance |
|
|
|
|
Officer of the company w.e.f. |
|
|
|
|
July 03, 2024 |
|
17. |
Section 164 & Section 184 of |
- |
The Company has not |
|
|
the Companies Act, 2013 |
|
submitted to us any |
|
|
|
|
document for our |
|
|
|
|
verification for the financial |
|
|
|
|
year 2023-24. |
|
18. |
Maintenance of Board, |
- |
The Company has not |
|
|
Committees & General |
|
submitted any Minutes for |
|
|
Meeting minutes as per |
|
the financial year 23-24 for |
|
|
Section 118 of the Companies |
|
our verification. |
|
|
Act, 2013 and applicable |
|
|
|
|
Secretarial Standards (SS-1 & |
|
|
|
|
SS-2). |
|
|
|
19. |
Filing of e-Form DIR-12 for |
- |
We did not receive relevant |
|
|
change/appointment of |
|
forms for verification for the |
|
|
Directors and/or Key |
|
financial year 2023-24. |
|
|
Managerial Personnel (KMPs) |
|
|
|
20. |
Filing of ADT-1 for |
Non- |
Upon our veri ication Form |
|
|
appointment of Statutory |
submission |
ADT-1 for appointment of |
|
|
Auditor |
|
M/s CKSP and Co LLP as the |
|
|
|
|
Statutory Auditor was |
|
|
|
|
submitted to Ministry of |
|
|
|
|
Corporate Affairs on |
|
|
|
|
21/10/2024. |
|
|
|
|
The new management came |
|
|
|
|
into from July 2024 onward |
|
|
|
|
and post that they appointed |
|
|
|
|
C K S P AND CO LLP as |
|
|
|
|
statutory auditor for the |
|
|
|
|
financial year 2020-21 till |
|
|
|
|
2023-2024. |
|
21. |
Securities and Exchange |
- |
There is no document |
|
|
Board of India (Prohibition of |
|
available/given to us by the |
|
|
Insider Trading) Regulations, |
|
company to verify this |
|
|
2015 |
|
regulation. |
|
22. |
Regulation 23(9) of SEBI |
Late |
During the year the |
|
|
(LODR) Regulations, 2015 |
submission |
company's was under the |
|
|
|
|
resolution process, during |
|
|
|
|
which the resolution |
|
|
|
|
professional(RP), managed |
|
|
|
|
the company's affair and it |
|
|
|
|
has delayed submission of |
|
|
|
|
related party disclosures for |
|
|
|
|
financial year 2023-24. |
|
|
|
|
The new management was |
|
|
|
|
appointed from July 2024 |
|
|
|
|
onward and has submitted |
|
|
|
|
the disclosure on 14th August |
|
|
|
|
2024. |
|
ii. COST AUDITORS: Cost Audit is not applicable to the Company.
36.PURCHASE OF SHARES OF THE COMPANY:
The Company has not given any loan, guarantee or security, or any financial assistance
to the employees of the Company for the purpose of purchase or subscription for any shares
of the Company or its holding Company pursuant to Section 67(2) of the Companies Act,
2013.
37.CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company.
38.ISSUE OF SHARES WITH DIFFERENTIAL VOTING RIGHTS:
The Company has not issued any shares with differential Voting Rights pursuant to the
provisions of Rule 4 of the Companies (Share Capital and Debenture) Rules, 2014.
39.ISSUE OF SWEAT EQUITY SHARES:
During the year under review, the Company has not issued any sweat equity shares to any
of its employees, pursuant to the provisions of Rule 8 of the Companies (Share Capital and
Debenture) Rules, 2014.
40.COMPANY'S POLICY RELATING TO DIRECTORS' APPOINTMENT, PAYMENT OF
REMUNERATION AND DISCHARGE OF THEIR DUTIES:
The Board has duly approved and adopted a policy viz. “Policy for Remuneration of
the Directors, Key Managerial Personnel and other Employees” recommended by the
Nomination and Remuneration Committee relating to appointment of Directors/ Key Managerial
Personnel/ other employees, payment of remuneration to directors/ Key Managerial
Personnel/ other employees, Directors qualifications, positive attributes, Independence of
Directors and other related matters as provided under the Companies Act, 2013. All the
remunerations to the directors/ Key Managerial Personnel/ employees are as per the
Companies Policy viz. “Policy for Remuneration of the Directors, Key Managerial
Personnel and other Employees
41.EMPLOYEE STOCK OPTION:
The Company does not have any Employee Stock Option Scheme for its employees. The Board
has given in-principle approval on November 14, 2024 and directed to form a policy related
to Employee Stock Option Scheme 2024 (ESOS) to the employees of the Company and employees
of the Subsidiary/ Holding / Associates companies, in accordance with the SEBI (Share
Based Employee Benefits and Sweat Equity) Regulations, 2021, subject to the approval of
the members of the Company
42.ACKNOWLEDGEMENT
We thank our customers, investors, Government and Semi Government Authorities,
Shareholders, Bankers and Financial Institutions and for their continued co-operation and
support. The Director also expresses their warm appreciation for the dedicated and sincere
services rendered by the Employees of the Company.
Place: Mumbai |
For Melstar Information Technologies Limited |
Date November 14, 2024 |
|
|
|
Sd/- |
Sd/- |
|
Alyazaa Marchant |
Vineet Goverdhan Shah |
|
Director |
Managing Director & CFO |
|
DIN: 07164228 |
DIN: 01761772 |