To

The Members,

Starteck Finance Limited

Your Directors have the pleasure in presenting the 38th Annual Report of the Company on
the business and operations of the Company together with the Audited Statement of Accounts
for the year ended 31st March, 2023.

FINANCIAL HIGHLIGHTS

The summary of the Company's financial performance, both on a consolidated and
stanalone basis, for FY 2023 as compared to the previous FY i.e., FY 2022 is given below:

(Rs in Lakhs)


  

    
Particulars
    
Standalone
    
Consolidated
  
  

    

    
For the year ended on 31.03.2023
    
For the year ended on 31.03.2022
    
For the year ended on 31.03.2023
    
For the year ended on 31.03.2022
  
  

    
Revenue from operations
    
2616.47
    
1588.63
    
2635.54
    
2838.27
  
  

    
Other Income
    
-
    
56.50
    
186.31
    
56.50
  
  

    
Total Revenue
    
2616.47
    
1645.13
    
2821.85
    
2894.77
  
  

    
Total Expenditure
    
1392.28
    
561.72
    
1572.21
    
1690.97
  
  

    
Profit/(Loss)before exceptional items and tax
    
1224.19
    
1083.41
    
1249.64
    
1203.80
  
  

    
Exceptional Items
    
-
    
-
    
(1174.27)
    
-
  
  

    
Profit before tax (PBT)
    
1224.19
    
1083.41
    
2423.91
    
1203.80
  
  

    
Less: Income Tax Provision
    

    

    

    

  
  

    
Current T ax
    
227.78
    
147.33
    
229.63
    
184.82
  
  

    
Excess/(Short)provision for tax
    
112.26
    
-
    
12.26
    
-
  
  

    
Profit After Tax
    
984.15
    
936.08
    
2182.02
    
1018.98
  
  

    
Other Comprehensive Income
    
(319.58)
    
476.59
    
(319.58)
    
476.59
  
  

    
Total Comprehensive Income
    
664.57
    
1412.67
    
1862.44
    
1495.57
  


REVIEW OF OPERATIONS

During the year under review, the consolidated revenue from operations for the current
year amounted to Rs. 2635.54/- lakhs against Rs. 2838.27/- lakhs compared to the previous
year. The profit after tax on consolidated basis stands at Rs. 2182.02/- lakhs as compared
to Rs. 1018.98/-lakhs during the previous year.

The revenue from operations earned is Rs. 2616.47/- lakhs compared to previous year's
revenue of Rs. 1588.63/- lakhs on standalone basis. The profit after tax on standalone
basis stands at Rs. 984.15/- lakhs as compared to Rs. 936.08/- lakhs during the previous
year.

NATURE OF BUSINESS

During the year under review, there was no change in the nature of business of the
Company.

ACQUISITION OF BHUWALKA STEEL INDUSTRIES LIMITED

The Hon'ble National Company Law Tribunal (NCLT), Bengaluru Bench, vide its order dated
June 24, 2022 had approved the resolution plan submitted by the Company for the Corporate
Insolvency Resolution Process of Bhuwalka Steel Industries Limited (BSIL) under Section 31
of the Insolvency and Bankruptcy Code, 2016.The Company had infused an amount of
Rs.1,00,000/- for acquiring 100% stake in Bhuwalka Steel Industries Limited (BSIL).
Pursuant to the approved resolution plan, the existing issued, subscribed and paid up
share capital of BSIL stands cancelled fully and BSIL has become a wholly owned subsidiary
of the Company w.e.f. November 9, 2022.

DIVIDEND

Your Directors have recommended final dividend of 2.5 % i.e. Rs. 0.25/- per
equity share having face value of Rs. 10 each for the financial year ended 31st March,
2023 by persons/entities other than promoter and promoter group subject to approval of
shareholders at the ensuing Annual General Meeting (AGM).

The dividend, if approved at the ensuing AGM, would be paid to those Members whose
names appear in the Register of Members / Beneficial Owners maintained by the depositories
as stated in Notice of the ensuing AGM. The Promoter & Promoter group have waived
their rights to receive dividend.

SHARE CAPITAL

During the year under review, the Company has not allotted any Equity Shares, thus the
paid up Equity Share Capital of the Company remains the same i.e. 99,10,330 equity shares
of Rs. 10/- each. Also, the Company has not issued shares with differential voting rights
and sweat equity shares. Also, the Authorised Share Capital of the Company remains the
same i.e. Rs. 15,00,00,000/- (Rupees Fifteen Crores only) divided into 1,50,00,000 (One
Crore Fifty Lakhs) Equity Shares of Rs. 10/- (Rupees Ten only) each.

DEPOSITS

Your Company being a Non-Deposit Accepting NBFC has not accepted any deposits from
public during the year under review.

SUBSIDIARY COMPANIES AND REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARIES

The Company has total 3 Subsidiaries i.e. V Can Exports Private Limited, Chitta
Finlease Private Limited and Bhuwalka Steel Industries Limited as on 31st March, 2023.
There are no associate companies or joint venture companies within the meaning of section
2(6) of the Companies Act, 2013.

As per Section 129(3) of the Companies Act, 2013, the consolidated financial statements
of the Company, its subsidiaries, associates and joint venture entities in accordance with
applicable Accounting Standards issued by The Institute of Chartered Accountants of India,
forms part of this Annual Report. The performance and financial position of each of the
subsidiaries, associates and Joint Venture companies for the year ended 31st March, 2023
is attached to the financial statements hereto in Form AOC 1.

In terms of Section 136 of the Companies Act, 2013, separate audited accounts in
respect of each of subsidiaries have been placed on the website of the Company. Further,
the Company shall provide a copy of separate audited annual accounts in respect of each of
its subsidiary to any member of the company who asks for it and said annual accounts will
also be kept open for inspection at the Registered Office of the Company.

The Company has formulated a policy for determining ‘material' subsidiaries and
such policy is disclosed on Company's website. www.starteckfinance.com

MATTERS RELATING TO DIRECTORS AND KEY MANAGERIAL PERSONNEL

In compliance with the provisions of section 152 of Companies Act, 2013, Mr. Anand
Shroff, Director (DIN: 08480489) of the Company retires by rotation and being eligible
offers himself for reappointment. Appropriate resolution for aforesaid re-appointment is
being placed for approval of the members at the ensuing Annual General Meeting.

Mr. Vishal Agarwal, Non-Executive Independent Director (DIN: 00168370) resigned from
directorship of the Company on 20th March, 2023. The Board places on record its
appreciation and gratitude for the invaluable contributions made by Mr. Vishal Agarwal
during his tenure as Director of the Company.

Pursuant to the recommendation of Nomination and Remuneration Committee, the Board of
Directors at its meeting held on 30th May, 2023 approved appointment of Mr. Amit Pitale
(DIN: 07852850) as Additional Director (Non-Executive, Non-Independent) of the Company,
subject to approval of the shareholders of the Company. Necessary resolution for his
appointment is being placed for the approval of shareholders as part of the notice of the
Annual General Meeting.

Mr. Anand Shroff (DIN: 08480489) has stepped down as the Whole-time Director as well as
Chief Financial Officer of the Company w.e.f. 10th April, 2023. He will continue to be a
Non-Executive Director (Non-Independent) of the Company. The Board of Directors places on
record its sincere appreciation for the valuable contribution made by Mr. Anand Shroff
during his tenure as Whole time Director as well as CFO of the Company.

The vacancy caused by the resignation of the Director will be filled within the time
prescribed under the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

The Company has received declarations from all the Independent Directors of the Company
confirming that they meet the ‘criteria of Independence' as prescribed under Section
149(6) of the Act and have submitted their respective declarations as required under
Section 149(7) of the Act and Regulation 16(1) of the Listing Regulations that they are
not aware of any circumstance or situation, which exists or is anticipated, that could
impair or impact their ability to discharge their duties with an independent judgment and
without any external influence as required under Regulation 25 of the Listing Regulations.

The Independent Directors also confirmed that they have duly registered their names in
the data bank for Independent Directors maintained by Indian Institute of Corporate
Affairs. Further, the Board is of the opinion that the Independent Directors of the
Company possess requisite qualities to act as Independent Directors including integrity,
relevant expertise and experience. The Board further confirms that the Independent
Directors who were required to, have duly passed the online proficiency self-assessment
test conducted by the Indian Institute of Corporate Affairs.

The certificate under Regulation 34(3) of Listing Regulations forms part of this Annual
Report.

DISCLOSURES RELATED TO BOARD, COMMITTEES AND POLICIES Number of Meetings of the Board
of Directors

Five meetings of the Board were held during the year. For details of meetings of the
Board, please refer to the Corporate Governance Report, which forms part of this Annual
Report.

The Directors actively participated in the meetings and contributed valuable inputs on
the matters brought before the Board of Directors from time to time.

The Board has constituted the Audit Committee, Nomination and Remuneration Committee,
Stakeholders' Relationship Committee, Corporate Social Responsibility Committee of the
Board with specific terms of reference as per the requirements of the Listing Regulations
and the Act and they make specific recommendations to the Board on matters within their
areas of purview. The details with respect to the composition, powers, roles, terms of
reference, Meetings held and attendance of the Directors at such Meetings of the relevant
Committees are given in detail in the Report on Corporate Governance of the Company which
forms part of this Annual Report.

Additionally, during the year under review, the Independent Directors held a separate
meeting in compliance with the requirements of Schedule IV of the Act and Regulation 25(3)
of the Listing Regulations. For further details of the meetings of the Board, please refer
to the Corporate Governance Report, which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Act and to the best of their knowledge and belief and
according to the information and explanations obtained from the Management, the Directors
of your Company state that:-

• In the preparation of the annual accounts, the applicable Accounting Standards
have been followed and there were no material departures from the same;

• Such accounting policies have been selected and applied consistently and the
Directors 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 as on 31st March, 2023 and of
the profits of the Company for the year ended on that date;

• Proper and sufficient care was taken 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;

• The annual Accounts of the Company have been prepared on a going concern basis;

• Internal financial controls have been laid down to be followed by the Company
and that such internal financial controls are adequate and were operating effectively;

• Proper systems have been devised to ensure compliance with the provisions of all
applicable laws and that such systems were adequate and operating effectively.

COMMITTEES OF THE BOARD

a) Audit Committee

An Audit Committee is in existence in accordance with the provisions of Section 177 of
the Companies Act, 2013. Kindly refer to the section on Corporate Governance, under the
head, ‘Audit Committee' for matters relating to constitution, meetings and functions
of the Committee.

b) Nomination and Remuneration Committee

A Nomination and Remuneration Committee is in existence in accordance with the
provisions of subsection (3) of Section 178 of the Companies Act, 2013. Kindly refer to
the section on Corporate Governance, under the head, ‘Nomination and Remuneration
Committee' for matters relating to constitution, meetings, functions of the Committee and
the remuneration policy formulated by this Committee.

c) Corporate Social Responsibility Committee

The brief outline of the Policy and the initiatives undertaken by the Company during
the year are set out in Annual Report on CSR activities as Annexure II as per the format
prescribed in Companies (Corporate Social Responsibility Policy) Rules, 2014 and
amendments thereto. The CSR Policy is available on the Company's website at
www.starteckfinance.com

d) Other Board Committees

For details of other Board Committees' viz. Stakeholders Relationship Committee and
others, kindly refer to the section ‘Committees of the Board of Directors' which
forms part of the Corporate Governance Report.

VIGIL MECHANISM

The Company has a whistle blower policy encompassing vigil mechanism pursuant to the
requirements of the section 177(9) of the Act and regulation 22 of the Listing
Regulations. The policy/vigil mechanism enables directors and employees to report to the
Management genuine concerns about unethical behavior, actual or suspected fraud, or
violation of Code of Conduct and Ethics and leak or suspected leak of unpublished price
sensitive information. It also provides for adequate safeguards against victimization of
employees who avail of the whistle blower mechanism and allows direct access to the
Chairperson of the Audit Committee in appropriate or exceptional cases.

The Whistle Blower Policy of the Company is placed on the website of the Company
https://www.starteckfinance.com.

RISK MANAGEMENT

The Board of Directors have adopted a risk management policy for the Company which
provides for identification, assessment and control of risks which in the opinion of the
Board may threaten the existence of the Company. The Management identifies and controls
risks through a properly defined framework in terms of the aforesaid policy.

ANNUAL EVALUATION OF DIRECTORS, COMMITTEE AND BOARD

A formal evaluation mechanism has been adopted for evaluating the performance of the
Board, the Committees thereof, individual Directors and the Chairman of the Board. The
evaluation is based on criteria which include, among others, providing strategic
perspective, integrity and maintenance of confidentiality and independence of judgment,
Chairmanship of Board and Committees, attendance, time devoted and preparedness for the
Meetings, quality, quantity and timeliness of the flow of information between the Board
Members and the Management, contribution at the Meetings, effective decision making
ability, monitoring the corporate governance practices, role and effectiveness of the
Committees and effective management of relationship with stakeholders. Pursuant to the
provisions of the Companies Act, 2013 and the Listing Regulations, the Board has carried
out an annual evaluation of its own performance, performance of its directors individually
and the committees of the Board and the same is reviewed by the Nomination and
Remuneration Committee.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The information as required under the provisions of Section 197(12) of the Companies
Act, 2013 and Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, are set out in Annexure I attached hereto.

The information required pursuant to Section 197 of the Companies Act, 2013 read with
Rule 5(2) and (3) of the Companies (Appointment and Remuneration of Managerial Personnel)
Rules, 2014 in respect of employees of the Company is available for inspection by the
members at registered office of the Company during business hours on working days up to
the date of the ensuing AGM. If any member is interested in obtaining a copy thereof, such
member may write to the Company Secretary, whereupon a copy would be sent.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Pursuant to Section 186 of the Companies Act, 2013 and Schedule V of the Listing
Regulations, details of Loans, guarantees and investments given/made during the financial
year under review are part of the financial statements.

RELATED PARTY TRANSACTIONS

All transactions with related parties are placed before the Audit Committee for its
approval. An omnibus approval from Audit Committee is obtained for the related party
transactions which are repetitive in nature.

All related party transactions, entered into during the financial year under review,
were on an arm's length basis and were in the ordinary course of business. 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.

Disclosure on Related Party transactions is provided in notes to financial statement

The Policy on Related Party Transactions is available on the Company's website and can
be assessed using the link www.starteckfinance.com.

MATERIAL CHANGES AND COMMITMENTS

Except as disclosed elsewhere in this report, there were no material changes and
commitments affecting the Company's financial position which have occurred between the end
of the financial year and the date of this report.

INTERNAL FINANCIAL CONTROL AND ITS ADEQUACY

The internal financial controls of the Company are commensurate with its size, scale
and complexity of operations. The Company has adopted policies and procedures to ensure
integrity in conducting business, safeguarding of its assets, timely preparation of
reliable financial information, accuracy and completeness in maintaining accounting
records and prevention and detection of frauds and errors. The internal financial controls
with reference to the financial statements were adequate and operating effectively.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS/COURTS/TRIBUNALS

During the year under review, there were no significant material orders passed by the
Regulators or Courts or Tribunals impacting the going concern status and Company's
operations in future. No application is made and no proceeding is pending against the
Company under the Insolvency and Bankruptcy Code, 2016 and there is no instance of one
time settlement of the Company with any Bank or Financial Institution.

STATUTORY AUDIT AND AUDITORS' REPORT

Pursuant to the provisions of Section 139 of Companies Act, 2013 read with the
Companies (Audit and Auditors) Rules, 2014, as amended, M/s MKPS & Associates,
Chartered Accountants (ICAI Firm Registration No. 302014E) were appointed as the Statutory
Auditors of the Company for a term of 5 years to hold office from the conclusion of the
36th Annual General Meeting held on 28th September, 2021 till the conclusion of 41st
Annual General Meeting of the Company to be held in the year 2026.

There are no qualifications, reservations or adverse remarks made by the Statutory
Auditors in their audit reports on the financial statements for the year ended 31st March
2023.

No fraud has been reported during the audit conducted by Statutory Auditors of the
Company.

SECRETARIAL AUDIT AND ANNUAL SECRETARIAL COMPLIANCE REPORT

As required under provisions of Section 204 of the Companies Act, 2013 and pursuant to
Regulation 24A of Listing Regulations, the reports in respect of the Secretarial Audit for
FY 2022-23 carried out by Mr. Veeraraghavan N., Company Secretary in practice,

in Form MR-3 forms part to this report. The said report does not contain any
qualification, reservation or adverse remark or disclaimer.

Further, in terms of the provisions of Regulation 24A of the SEBI Listing Regulations
and Circular No. CIR/CFD/CMD1/27/2019 dated February 8, 2019 issued by SEBI, Mr.
Veeraraghavan N., Company Secretary in practice, has issued the Annual Secretarial
Compliance Report, confirming compliance by the Company of the applicable SEBI regulations
and circulars / guidelines issued thereunder.

COST RECORDS AND COST AUDIT

Maintenance of cost records and requirement of cost audit as prescribed under the
provisions of Section 148(1) of the Companies Act, 2013 are not applicable in respect of
the business activities carried out by the Company.

INTERNAL AUDIT

The Company has in place an adequate internal audit framework to monitor the efficacy
of internal controls with the objective of providing to the Audit Committee and the Board
of Directors, an independent, objective and reasonable assurance on the adequacy and
effectiveness of the organisation's risk management, control and governance processes. The
Company had appointed M/s. Sandeep V Chavan and Company, (Firm Registration No. 148937W),
Chartered Accountants, as Internal Auditors of the Company for financial year 2022-23.
Findings of the Internal Auditor are placed before Audit Committee, which reviews and
discusses the actions taken with the Management.

ANNUAL RETURN

The Annual Return for the financial year ended 31st March, 2023, is available on the
website of the Company at www.starteckfinance.com

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO

The operations of the Company, being financial services related, require normal
consumption of electricity. The Company is taking every necessary step to reduce its
consumption of energy. Further, given the nature of the activities of the Company, the
disclosure on technology absorption is not applicable to the Company.

Foreign Exchange Earnings and Outgo are as follows:

i) Foreign Exchange Earned: NIL

ii) Foreign Exchange Outflow: NIL

INFORMATION REQUIRED UNDER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013

Your Company has in place an appropriate policy which is in line with the requirements
of the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal)
Act, 2013. An Internal Complaints Committee has been set up to redress complaints, if any,
received regarding sexual harassment of women. We further state that during the financial
year under review, there were no complaints received/cases filed under the Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

COMPLIANCE WITH SECRETARIAL STANDARDS

The Company has complied with the applicable Secretarial Standards issued by the
Institute of Company Secretaries of India. OTHER DISCLOSURES Corporate Governance

The Corporate Governance Report as stipulated under Regulation 34(3) read with Schedule
V of the SEBI Listing Regulations forms an integral part of this Annual Report. The
requisite certificate from the Statutory Auditors of the Company confirming compliance
with the requirements of Corporate Governance forms part of this Annual Report.

Management Discussion and Analysis Report

The Management Discussion and Analysis report has been separately furnished in the
Annual Report and forms a part of the Annual Report.

Unclaimed and Unpaid Dividends and transfer of shares to IEPF

Kindly refer section on Corporate Governance, under head ‘Unclaimed and Unpaid
Dividends and transfer of Shares to IEPF' for the amounts of unclaimed and unpaid
dividends lying with the Company.

ACKNOWLEDGEMENTS

Your Directors would like to express their sincere appreciation and gratitude for the
support and co-operation from its shareholders, bankers, regulators and other business
constituents.

Your Directors also wish to place on record their appreciation for the commitment and
hard work put in by the Management and the employees of the Company.


  

    

    
For and on Behalf of the Board of Director
    

  
  

    

    
Anand Shroff
    
Pankaj Jain
  
  

    
Place: Mumbai
    
Director
    
Director
  
  

    
Date: May 30, 2023
    
(DIN: 08480489)
    
(DIN: 00048283)