To,
The Members,
Melstar Information Technologies Limited
Your Directors are pleased to present the 39th Annual Report of the Company together
with the Audited Financial Statements for the Financial Year ended March 31, 2026.
1. STATE OF COMPANY AFFAIRS:
The Company emerged from the Corporate Insolvency Resolution Process (“CIRP”)
vide Hon'ble NCLT, Mumbai Bench hearing held on November 01, 2023 read with Orders dated
June 25, 2024 and August 09, 2024 passed in IA No. 467 of 2021 in CP (IB) 2839 of 2018 in
the matter of Mr. Neehal Mahmulal Pathan (Resolution Professional of Melstar Information
Technologies Limited) vs. Melstar Information Technologies Limited, approved the
Resolution Plan submitted by Shivasons Solutions India Private Limited along with the
addendum, annexures and schedules forming part thereof.
Pursuant to the aforesaid Resolution Plan and NCLT Orders, the Company had undertaken
the following corporate actions:
a) Allotment of Equity Shares on preferential basis to the Successful Resolution
Applicant against the funds infused into the Company; and
b) Reduction of the existing shareholding of the Company through cancellation and
extinguishment of the entire shareholding of the erstwhile promoters and promoter group
without any payout and reduction of the public shareholding, except to the extent required
for maintaining the minimum public shareholding of 5% post implementation of the
Resolution Plan as on the Record Date.
However, the aforesaid corporate actions could not attain full effect in the absence of
listing and trading approval from the Stock Exchanges. Consequently, the credit of equity
shares to the demat accounts of the beneficiaries/allottees remains pending with the
depositories.
The Board notes that certain compliances under the Companies Act, 2013 and the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 remained pending
during the CIRP period. Such matters pertain to the period when the affairs of the Company
were under the control and management of the Resolution Professional and not the present
Board. The current Board has undertaken necessary steps to review, regularize and address
such pending compliances to the extent practicable and in accordance with applicable laws.
Your Directors are pleased to present the Thirty-Ninth Annual Report of the Company
together with the Audited Financial Statements for the Financial Year ended March 31,
2026.
2. FINANCIAL RESULTS:
|
|
|
|
(In Lakhs) |
| Particulars |
Standalone |
Consolidated |
|
2025-26 |
2024-25 |
2025-26 |
2024-25 |
| Net Sales/ Income from Operations |
75 |
- |
75 |
- |
| Other Income |
- |
- |
- |
- |
| Total Expenses |
148.71 |
92.58 |
288.94 |
121.18 |
| Operating Profit / (Loss) before Tax |
(73.71) |
(92.58) |
(213.94) |
(121.18) |
| Net Profit / (Loss) before tax and Exceptional Items |
(73.71) |
(92.58) |
(213.94) |
(121.18) |
| Current Tax |
- |
- |
- |
- |
| Deferred Tax |
- |
- |
- |
- |
| Exceptional Items |
- |
- |
- |
- |
| Net Profit/ (Loss) before tax and after Exceptional Items |
(73.71) |
(92.58) |
(213.94) |
(121.18) |
| Provision for Taxation |
- |
- |
- |
- |
| Net Profit/ (Loss) after Tax |
(73.71) |
(92.58) |
(213.94) |
(121.18) |
| Face Value of Equity Shares (in Rupees) |
10.00 |
10.00 |
10.00 |
10.00 |
| EPS - Basic and Diluted (Before Exceptional Item) (in Rupees) |
(2.64) |
(3.31) |
(7.66) |
(4.34) |
| EPS - Basic and Diluted (After Exceptional Item) (in Rupees) |
(2.64) |
(3.31) |
(7.66) |
(4.34) |
The standalone sales and other income for FY 2025-26 stood at 75 Lakhs, as compared to
Nil in FY 2024-25. On a consolidated basis, sales and other income for FY 2025-26 also
stood at 75 Lakhs, as against Nil in previous financial year. After meeting all
expenditures, the Company reported loss of Rs. 73.71 Lakhs on a standalone basis and
Rs.92.58 Lakhs on a consolidated basis for FY 2025-26, compared to total comprehensive
loss of Rs.213.94 Lakhs (standalone) and Rs. 121.18 Lakhs (consolidated) in FY 2024-25.
3. OPERATIONS:
The Company is resuming its operations during the year.
4. DIVIDEND
Your Directors regret to state their inability to recommend any dividend on equity
shares for the financial year ended March 31, 2026 due to the financial position of the
Company.
Pursuant to Regulation 43A of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015 (the “Listing Regulations”), as amended, the
Dividend Distribution Policy of the Company is available on the Company's website
https://www.melstarrtech.com/assets/img/pdf/policy/8.%20Melstar
Dividend%20Distribution% 20Policy.pdf
5. TRANSFER TO RESERVE
No transfer has been made to General Reserve as the Company has suffered losses.
The Company's Reserve & Surplus for the financial year ended March 31, 2026 is Rs.
376.90 Lakhs as compared to the previous year it was Rs. 450.61 Lakhs. Further details of
the reserves and surplus are disclosed in the notes to the Audited Financial Statements
for the year ended March 31st, 2026, which forms part of this Annual Report.
6. SUBSIDIARIES, JOINT VENTURES AND ASSOCIATE COMPANIES
The Company has following subsidiary as on March 31, 2026
| S.No. Name of the Subsidiary |
% of holding |
Date of Holding shares |
| 1. Melstarr Aviation Tech Private Limited |
99.99% |
October 15, 2024 |
| 2. Melstarr Fintech Private Limited |
99.99% |
October 28, 2024 |
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').
The salient features, i.e., key financial highlights, of the Company's subsidiaries, or
associate Companies, are disclosed in the Form AOC-1, which is annexed herewith as
Annexure-III.
Pursuant to the provisions of the Section 136 of the Act, the standalone and
consolidated financial statements of the Company, along with relevant documents and
separate audited / un-audited accounts in respect of subsidiaries are available on the
website of the Company.
7. BUSINESS DESCRIPTION
The Company will start Aviation Training Solutions and Digital Transformation Services
covering simulation technology, aviation flight training, and cutting-edge digital
solutions, empowering industries to achieve excellence and innovation.
M/s Melstarr Aviation Tech Private Limited, a subsidiary of the Company has receipt the
Letter of acceptance from AP Airports Development Corporation Limited on August 1, 2025
for development, operation and management of Flying Training Organisation (FTO) at Kurnoor
Airport.
8. CHANGE IN THE NATURE OF BUSINESS, IF ANY:
There is no change in the nature of business of the Company, however, the Company has
entered into Aviation Sector through subsidiary companies namely Melstarr Aviation Tech
Private Limited and Melstarr Fintech Private Limited which are yet to start their
operations.
9. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY:
There were no material changes and commitments affecting the financial position of the
Company which have occurred between the end of the financial year to which these financial
statements relate and date of this report. As such, no specific details are required to be
given or provided.
10. SHARE CAPITAL:
a) The paid-up equity capital as on March 31, 2026 upon reduction of capital was Rs.
2,79,36,610 consisting of 27,93,661 fully paid-up equity shares of face value Rs. 10/-
each.
b) The paid-up Preference capital as on March 31, 2026 was NIL. During the year under
review, the Company has not allotted any preference shares.
Pursuant to the Resolution Plan approved by the Hon'ble National Company Law Tribunal
("NCLT"), Mumbai Bench, the Board of Directors at its meeting held on July 24,
2024 had approved the allotment of 26,92,000 equity shares of Rs.10/- each to the
Promoters in terms of the Resolution Plan.
Subsequently, at its meeting held on February 26, 2025, the Board superseded the
resolutions passed on July 24, 2024 and approved the allotment of 26,42,000 equity shares
of Rs.10/- each to M/s. Shivasons Solutions India Private Limited, the Resolution
Applicant and New Promoter, in accordance with the NCLT Orders dated November 1, 2023,
June 25, 2024 and August 9, 2024.
Further, in accordance with the aforesaid NCLT Orders, the Board of Directors at its
meeting held on November 14, 2024 approved the reduction and reorganization of the
existing share capital of the Company, inter alia, as follows:
a) The entire shareholding held by the erstwhile promoters and promoter group of the
Company was extinguished without any payout, resulting in nil shareholding of the
erstwhile promoters.
b) The shareholding of the existing public shareholders as on the Record Date, i.e.,
August 30, 2024, was reduced to facilitate maintenance of 5% public shareholding upon
implementation of the Resolution Plan as on Record date. The cancellation shall not
require the Corporate Debtor to pay any of the shareholders except by issuing Equity
Shares of Rs.10/- each to the public Shareholders other than existing promoters are in
proportion to the percentage of their holding in the Company as on the record date.
Further, any fractional entitlement shall be held in trust and shall be treated in a
manner as may be permissible by the law.
Consequent to the above corporate actions, the shareholding pattern of the Company is
as under:
| Sr No. Particulars |
Number of shares |
% of holding |
| 1 Promoters |
26,42,000* |
94.57% |
| 2 Public |
1,51,661* |
5.43% |
Total |
27,93,661 |
100% |
*The aforesaid corporate actions could not attain full effect in the absence of listing
and trading approval from the BSE Limited and National Stock Exchange of India Limited.
The Company has neither issued equity shares with differential rights as to dividend,
voting or otherwise nor any sweat equity shares to the employees of the Company under any
scheme. The company has also not issued debenture, bond, non-convertible securities or
warrants during the year under review.
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
https://www.melstarrtech.com/assets/img/pdf/policy/7.%20Melstar Vigil%20Mechanism%20an
d%20Wh.istle%20Blower%20Policv.pdf
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:
In terms of Section 92(3) of the Companies Act, 2013, and Rule 12 of the Companies
(Management and Administration) Rules, 2014, the Annual Return of the Company is available
on the Company's website at www.melstarrtech.com
14. DIRECTORS:
The present directors of the Company and their appointment dates are as follows:
| Sr. No. 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 PatelA |
Independent Director |
July 24,2024 |
| 5. Ms. Alyzaa Merchant** |
Independent Director |
July 3, 2024 |
| 6. Mr. Tarun Kashyap |
Executive Director |
November 14, 2024 |
| 7. Mr. Selvaraj Johnson |
Independent Director |
September 22, 2025 |
| 8. Ms. Rose Mary Vase |
Independent Director |
February 14, 2026 |
*Resigned with effect from March 23,2026 **Resigned with effect from April 22, 2026 AResigned
with effect from May 24,2026 #Resigned with effect from May 07,2026
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 uploaded on the
website of the Company www.melstarrtech.com
In terms of the provisions of the Act, Mr. Tarun Kashyap, Director of the Company,
retires by rotation and being eligible, offers himself for re-appointment at the ensuing
Annual General Meeting (AGM). Resolution seeking his re-appointment along-with his profile
as required under Regulation 36(3) of the Listing Regulations forms part of the Notice of
Thirty-Ninth Annual General Meeting.
15. KEY MANAGERIAL PERSONNEL:
Mr. Vineet Goverdhan Shah, Managing Director, Mr. Tarun Kashyap, Executive Director,
Mr. Raveendra Sangapu, CFO and Ms. Bhawna Rajawat, Company Secretary are the Key
Managerial Personnel of the Company for the Financial Year Ended Mach 31, 2026.
Mr. Raveendra Sangapu has been appointed as Chief Financial Officer and KMP with effect
from May, 15 2025 and Mr. Vineet Govardhan shah has resigned as Acting Chief Financial
Officer and KMP with effect from May 15, 2025.
Ms. Meenakshi Ramandasani resigned as Company Secretary on June 13, 2025. Ms. Bhawna
Rajawat was appointed as Company Secretary on September 22, 2025.
16. NUMBER OF BOARD MEETING
There were Five Board Meetings held during the year. The details of Board held during
the financial year ended on March 31, 2026 and the attendance of the Directors are set out
in the Corporate Governance Report which forms part of this report.
The frequency of board meetings and quorum at such meetings were in accordance with the
Companies Act, 2013 and the Securities and Exchange Board of India (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Secretarial Standards-1 on Meetings of
the Board of Directors issued by ICSI. The intervening gap between any two meetings was
within the period prescribed by the Companies Act, 2013 and the Listing Regulations.
17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS:
Details of Loans, Guarantees and Investments, if any, covered under the provisions of
Section 186 of the Companies act, 2013, are disclosed in the notes to the Audited
Financial Statements for the year ended March 31st, 2026, which forms part of this Annual
Report.
18. MANAGEMENT DISCUSSION AND ANALYSIS:
In terms of the provision of Regulation 34 of the SEBI (Listing Obligation and
Disclosure Requirements) Regulatio ns 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 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.
"All related party transactions entered into by the Company during the financial
year 2025-26 were on an arm's length basis and in the ordinary course of business, subject
to confirmation by the statutory auditors."
The policy on Related Party Transactions as approved by the Audit Committee and Board
is uploaded on the Company's website at the link
https://www.melstarrtech.com/investors.html
20. RISK MANAGEMENT
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
During the year under review, no significant or material orders were passed by any
regulator, court, tribunal, or other authority which could impact the going concern status
of the Company or its future operations.
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. PUBLIC DEPOSITS:
During the year under review, the Company has not accepted any deposits from public
within the meaning of Sections 73 and 76 of the Companies Act, 2013 ('the Act') read with
Companies (Acceptance of Deposits) Rules, 2014. Further, no amount on account of principal
or interest on deposits from public was outstanding as on the date of the balance sheet.
24. COMMITTEES OF THE BOARD
As on 31st March, 2026 the Board has three Committee: “Audit Committee”,
“Nomination and Remuneration Committee” and “Stakeholders Relationship
Committee. The Board has also voluntarily constituted Risk Management Committee of the
Board.
The details of Board and Committee meetings held during the financial year ended on
March 31, 2026 and the attendance of the Directors are set out in the Corporate Governance
Report which forms part of this report.
25. CORPORATE SOCIAL RESPONSIBILITY COMMITTEE:
The provisions of Section 135 of the Companies Act, 2013 are not applicable to the
Company.
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. The Company's control framework is designed to provide reasonable assurance
of the reliability of financial and operational information, compliance with applicable
laws and regulations, the safeguarding of assets, and the disciplined execution of
transactions in line with the approved authorities and corporate policies. Auditors have
not reported fraud during the financial year to the current Board of Directors. The
effectiveness of internal controls is subject to continuous ongoing evaluation through a
structured assurance mechanism. This includes management reviews, risk-based internal
audits, and independent statutory audits under the oversight of the Audit Committee.
Based on the above, the Board, to the best of its knowledge and belief and based on the
information and explanations available, affirms that the Company's internal control
systems are adequate and operating effectively, commensurate with its size and scale of
operations, and are designed to ensure the reliability of financial reporting and
compliance with applicable laws and regulations.
This commitment is further strengthened by an independent internal audit function that
provides objective assurance and supports ongoing improvement in governance, risk
management, and control processes.
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. INDEPENDENT DIRECTORS' MEETING:
Pursuant to the provisions of Schedule IV and other applicable provisions of the
Companies Act, 2013, and the SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, a separate meeting of the Independent Directors of the Company was held
on March 31, 2026, without the attendance of Non-Independent Directors and members of the
management. The Independent Directors, inter alia, reviewed the performance of the
Non-Independent Directors and the Board as a whole, reviewed the performance of the
Chairperson of the Company taking into account the views of Executive and Non-Executive
Directors, and assessed the quality, quantity and timeliness of the flow of information
between the Company management and the Board that is necessary for the Board to
effectively and reasonably perform its duties.
29. DECLARATION OF INDEPENDENCE:
The Company has received declarations from all the Independent Directors confirming
that they meet with the criteria of independence as prescribed under Section 149(6) of the
Act and Regulation 16(1)(b) of the SEBI Listing Regulations. There has been no change in
the circumstances affecting their status as Independent Directors of the Company and in
the opinion of the Board, the Independent Directors fulfil the conditions specified under
the Act and the SEBI Listing Regulations and are Independent of the management.
30. SECRETARIAL STANDARDS
In terms of Section 118(10) of the Companies Act, 2013, The Company complies with all
the mandatory secretarial standards issued by the Institute of Company Secretaries of
India as may be applicable.
31. LISTING ON STOCK EXCHANGES:
The Equity shares of the Company continue to be listed on BSE Limited and NSE
Limited.
32. DIRECTORS' RESPONSIBILITY STATEMENT:
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3) (c) of the Act:
i) that in the preparation of the accounts for the financial year ended 31st March
2026, 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) That proper internal financial controls were in place and that the financial
controls were adequate and were operating effectively, and
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.
33. BOARD EVALUATION
The Nomination and Remuneration Committee of the Board of the Company has devised a
policy for performance evaluation of the Directors, Board and its Committees, which
includes criteria for performance evaluation.
Pursuant to the provisions of the Act and the Listing Regulations, the Board has
carried out an annual performance evaluation of its own performance, the Directors
individually as well as the evaluation of the working of the Committees of the Board. The
Board performance was evaluated based on inputs received from all the Directors after
considering the criteria such as Board composition and structure, effectiveness of Board /
Committee processes and information provided to the Board, etc.
Pursuant to the Listing Regulations, performance evaluation of Independent Directors
was done by the entire Board, excluding the Independent Director being evaluated. A
separate meeting of the Independent Directors was also held for the evaluation of the
performance of Non-Independent Directors and the performance of the Board as a whole.
34. 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.
35. 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.
36. 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 vi z. “Policy for Remuneration of the Directors, Key Managerial
Personnel and other Employees.
37. AUDITORS:
i) STATUTORY AUDITORS:
In view of the provision of Section 139, and other applicable provisions if any, of the
Companies Act 2013 or any amendment thereof or modification thereof, M/s C K S P and Co
LLP, Chartered Accountant (Firm Registration No131228W/W100044) are appointed as Statutory
Auditor of the Company to hold office from the conclusion of 37th Annual General Meeting
(AGM) of the Company to the Conclusion of 42nd Annual General Meeting.
Auditors' qualifications, reservations or adverse remarks or disclaimers made
The Auditor's Report for the FY 202 5-26 does not contain any qualifications and
management reply for the same are as follows:
| Matter |
Auditor's Qualifications |
Management Reply |
| Details of Audit Qualification |
An application for initiation of corporate insolvency resolution process
of Melstar Information Technologies Limited was admitted by the Hon'ble National Company
Law Tribunal, Mumbai vide order dated October 1, 2019 under the Insolvency and Bankruptcy
Code, 2016 (IBC). Subsequently there was change in the Management with new business plans.
The Company was incurring losses prior to the change in the Management. Various
initiatives undertaken by the Company in relation to saving cost, optimize revenue
management opportunities and enhance ancillary revenues is expected to result in improved
operating performance. Based on that, the standalone financial results of the Company have
been prepared on a going concern basis because of the reasons stated in the Note Rs.No. 27
(i) to the standalone financial results. |
An application for initiation of corporate insolvency resolution process
of Melstar Information Technologies Limited was admitted by the Hon'ble National Company
Law Tribunal, Mumbai vide order dated October 1, 2019 under the Insolvency and Bankruptcy
Code, 2016 (IBC). Subsequently there was change in the Management with new business plans.
The Company was incurring losses prior to the change in the Managements. However, various
initiatives undertaken by the Company in relation to saving cost, optimize revenue
management opportunities and enhance ancillary revenues is expected to result in improved
operating performance. Further, our continued thrust to improve operational efficiency and
"initiatives to raise funds are expected to result in sustainable cash flows. The
company has made a plan which has been put business plan into action and the company is
awaiting business licenses and clearances to start operations. Accordingly, the statement
of financial results continues to be prepared on a going concern basis, which contemplates
(realization of assets and settlement of liabilities in the normal course of business |
ii) SECRETARIAL AUDITORS:
Pursuant to the provisions of Section 204 of the Companies Act, 2013 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 2025-26. 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 follow:
| Sr. No. Compliance Requirement
(Regulations/ circulars / guidelines including specific clause) |
Deviations |
Observations/ Remarks of the Practicing Company
Secretary |
Management Reply |
| 1 Regulation 27 of SEBI (LODR) Regulations, 2015 |
Non-Submission |
The Company has not yet filed the quarterly compliance report on
corporate governance for the quarter ended June 30, 2024. |
The Company has not yet filed the Quarterly Compliance Report on
Corporate Governance for the quarter ended June 30, 2024. The non-submission of the said
report is attributable to the fact that, during the relevant quarter, the affairs of the
Company were being managed by the Resolution Professional (RP) pursuant to the Corporate
Insolvency Resolution Process (CIRP), and the powers of the Board of Directors stood
suspended. Consequently, the information and particulars required for preparation and
filing of the Corporate Governance Report, including details relating to the Board and its
Committees, were not available during the said period. Accordingly, the Company was unable
to file the Quarterly Compliance Report on Corporate Governance for the quarter ended June
30, 2024. |
| 2 Regulation 14 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015 |
|
For the FY 2024-25, Annual Listing Fees (ALF) was paid to BSE and NSE and
there is no pending dues at NSDL and CDSL. The status showing “suspended due to
nonpayment of ALF dues” because of fines are not paid till date but company has filed
Waiver application with BSE and NSE and it is under process. |
The Company has not paid the fines levied in respect of the
noncompliances which pertain to the period during which the Company was under the control
of the previous management and undergoing Corporate Insolvency Resolution Process (CIRP).
Further, the Company had filed waiver applications with BSE Limited and National Stock
Exchange of India Limited seeking waiver/reduction of the fines imposed. The Company has
now paid the fines to the Stock Exchanges under protest. |
| 3 Section 96 of the Companies Act, 2013 |
NonCompliance for not Conducting of Annual General Meetings |
Pursuant to the Resolution Plan and NCLT Orders, the Company undertook
(i) preferential allotment of Equity Shares to the Successful Resolution Applicant against
the funds infused; and (ii) cancellation and extinguishment of the entire shareholding of
the erstwhile promoters and promoter group and reduction of public shareholding to the
extent necessary to maintain the minimum public shareholding of 5%. |
The Company has regularized the default pertaining to the nonconvening of
its Annual General Meetings by duly convening the said meetings and completing all
requisite statutory filings in accordance with the applicable provisions of the Companies
Act, 2013 and the rules made thereunder and the SEBI Regulations. |
|
|
However, the aforesaid corporate actions could not be fully implemented
pending listing and trading approval from the Stock Exchanges, resulting in the shares not
being credited to the demat accounts of the respective beneficiaries. Consequently, the
Company could not ascertain the rightful shareholders entitled to receive the Annual
Report and participate and vote at the AGM. Accordingly, the AGM for FY 2025-26 could not
be held. The Company had applied and received extension from MCA for holding AGM but since
the corporate actions were pending, the AGM could not be conducted within the extended
time. |
|
| 4 Regulation 34 of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 |
Noncompliance for submission of Annual Report for the Financial Year
Ended March 31, 2025 to the exchanges to both Stock Exchange (NSE & BSE) |
Pursuant to the Resolution Plan and NCLT Orders, the Company undertook
(i) preferential allotment of Equity Shares to the Successful Resolution Applicant; and
(ii) cancellation and extinguishment of the entire shareholding of the erstwhile promoters
and promoter group and reduction of public shareholding to the extent necessary to
maintain the minimum public shareholding of 5%. However, the aforesaid corporate actions
could not be fully implemented pending listing and trading approval from the Stock
Exchanges, resulting in the shares not being credited to the demat accounts of the
respective beneficiaries. Consequently, the Company was unable to ascertain the requisite
shareholder records and complete the Annual Report for the Financial Year ended March 31,
2025 and submit the same to BSE Limited and National Stock Exchange of India Limited
within the prescribed timelines. |
The Company has now regularized its pending AGM Compliances and have
filed the Annual Report for the Financial Year Ended March 31, 2025. |
| 5 Regulation 33 of SEBI (Listing Obligation and Disclosure Requirements)
Regulation, 2015 |
Noncompliance for not submitting of Statement on Impact of Audit
Qualifications annual audited financial results for the financial year ended March 31,
2025 |
Non-compliance with Regulation 33 of SEBI (LODR) Regulations, 2015,
pertaining to the non-submission of the Statement on Impact of Audit Qualifications on the
annual audited financial results for the financial year ended March 31, 2025. |
The Company has now filed the same. |
| 6 Regulation 6(1) of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 and as per Section 203 of Companies Act, 2013 |
Delayed appointment of a qualified company secretary as the compliance
officer. |
Delayed appointment of a qualified company secretary as the compliance
officer. The Company being unable to identify and appoint a suitable candidate within the
prescribed timeline |
The Company has now appointed a qualified company secretary as the
compliance officer and regularised its default. |
| 7 Regulation 29(2)/29(3) of SEBI (Listing Obligation and Disclosure
Requirements) Regulation, 2015 |
Delay in furnishing prior intimation about the meeting of the board of
directors. |
The alleged noncompliance with Regulation 29(2)/29(3) of the SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015, pertaining to delay
in furnishing prior intimation to the Stock Exchange regarding the meeting of the Board of
Directors. |
It was a one time delay which is now taken care of. |
In compliance with Regulation 24(A) of Listing Regulations as amended vide SEBI
notification dated 12th December 2024 and basis the recommendation of Audit Committee, the
Board has approved the appointment of M/s. S. Talwar & Associates, as the Secretarial
Auditor of the Company for first term of 5 consecutive years, to conduct Secretarial Audit
and provide other allied certification/permitted services for FY2025-2026 up to FY2029-
2030 and approved by the shareholders of the Company at 38th AGM of the
Company.
iii)COST AUDITORS:
Cost Audit is not applicable to the Company
38. REPORTING OF FRAUD BY AUDITORS
During the year under review, neither the statutory auditor nor the secretarial auditor
has reported to the Audit Committee any instances of fraud committed against the Company
by its officers or employees under Section 143(12) of the Act.
39. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT:
Provision of Regulation 55A & 76 of the SEBI (Depositories and Participants)
Regulations, 1996, require a certificate issued by practicing Company Secretaries,
undertaking the Reconciliation of Share Capital Audit in pursuant to SEBI Listing
Regulations. The purpose of the audit is to reconcile the total number of shares held in
National Securities Depository Limited (NSDL), Central Depository Services (India) Limited
(CDSL) and in physical form with the respect to admitted, issued and paid- up capital of
the Company.
The reconciliation of shares outstanding at the beginning and at the end of the
reporting period is disclosed in Notes to the Audited Financial Statements for FY 2025-26,
which forms part of this Annual Report.
40. DEPOSITORY SYSTEMS:
The Company has entered into agreements with both the Depositories, i.e., National
Securities Depository Limited (NSDL) and Central Depository Services (India) Limited
(CDSL) to facilitate trading in demat form.
41. 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.
42. 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.
43. 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.
44. 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.
45. CREDIT RATINGS
The Company has not obtained any credit rating from a credit rating agency.
46. INVESTOR EDUCTAION AND PROTECTION FUND [IEPF]
The Company has not declared any dividend. Accordingly, the provisions relating to
transfer of amounts and shares to the Investor Education and Protection Fund (IEPF) are
not applicable to the Company.
47. DISCLOSURE IN RELATION TO SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION,
PROHIBITION AND REDRESSAL) ACT, 2013:
The Company has in place a policy aiming at prevention of Sexual Harassment at all
workplaces of the Company in line with the requirements of Sexual Harassment of Women at
the Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules thereunder.
An internal Complaint Committee has been set up in the Company in accordance with this
legislation to consider and redress complaints received with respect to sexual harassment.
As per requirements of SEBI LODR, Details of complaints received and disposed of during FY
202 5-26 are mentioned below:
| Number of Complaints |
No. of cases |
| Pending as on April 1, 2025 |
0 |
| Received during the FY 2025-26 |
0 |
| Pending beyond 90 days |
0 |
| Disposed-off during the FY 2025-26 |
0 |
| Pending as on March 31, 2026 |
0 |
48. COMPLIANCE UNDER THE MATERNITY BENEFIT ACT, 1961
The Company affirms that it has duly complied with the provisions of the Maternity
Benefit Act, 1961 during the financial year, and has extended all statutory benefits to
eligible women employees during the year. The Company continues to ensure a supportive
work environment for women employees during and after maternity.
49. DISCLOSURE OF ONE TIME SETTLEMENT OF LOAN
There is no incidence of one-time settlement in respect of any loan taken from Banks or
Financial Institutions during the year. Hence, disclosure pertaining to difference between
amount of the valuation done at the time of one-time settlement and the valuation done
while taking loan is not applicable.
50. PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
No application made or processing is pending against the Company under the Insolvency
and Bankruptcy Code, 2016 during the year under the review.
51. 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: September 08, 2026 |
|
|
|
Sd/- |
Sd/- |
|
Tarun Kashyap |
Vineet Goverdhan Shah |
|
Executive Director |
Managing Director |
|
DIN:07358671 |
DIN:01761772 |
|