You are here » Home » Companies » Company Overview » Star Delta Transformers Ltd

Star Delta Transformers Ltd.

BSE: 539255 Sector: Engineering
NSE: N.A. ISIN Code: INE541K01014
BSE LIVE 15:40 | 15 Dec 151.00 -10.45
(-6.47%)
OPEN

160.00

HIGH

160.00

LOW

148.15

NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 160.00
PREVIOUS CLOSE 161.45
VOLUME 554
52-Week high 204.95
52-Week low 89.05
P/E 13.53
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 160.00
CLOSE 161.45
VOLUME 554
52-Week high 204.95
52-Week low 89.05
P/E 13.53
Mkt Cap.(Rs cr) 45
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Star Delta Transformers Ltd. (STARDELTATRANS) - Director Report

Company director report

To

THE MEMBERS

STAR DELTA TRANSFORMERS LIMITED BHOPAL

Your Directors have pleasure in presenting the 41st Annual Report of your Company forthe financial year ended 31st March 2017.

1. FINANCIAL HIGHLIGHTS AND OPERATION:

(Rupees in Thousands)
2016-2017 2015-2016
Sales and other income 648077 787916
Profit before depreciation 57726 55998
Depreciation 7887 7834
Profit before tax 49839 48164
Provision for tax 17500 15800
Deffered tax provision written off (900) 1200
Income tax earlier year 1079 (481)
Net Profit after tax 32160 31645
Profit brought forward from previous year 33331 6685
Transfer to general reserve 0 5000
Balance carried 65491 33330

2. STATE OF COMPANY'S AFFAIRS & FUTURE OUTLOOK:

The Company's revenue has been decreased from Rs.787915576 to Rs 648076617. i.e. 17.75%and Company's profit before tax has increased from Rs 48164389 to Rs 49839432 i.e. 3.48%.

Company is expected to have good demand for Distribution and Power Transformers andpower related equipments because massive investments are planned in coming years by theGovt. (Central & States) as well as private sector.

3. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year 2016-17.

4. AMOUNTS TRANSFERRED TO RESERVES:

The Company has not transferred any amount to its General reserve.

5. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES

As on March 31 2017 the Company does not have any Subsidiary/Joint Venture/AssociateCompanies.

6. CHANGE IN THE NATURE OF BUSINESS:

There is no change in the nature of the business of the company during the year.

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this financial statements relateand the date of this report

2016-2017

8. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act 2013and rule 12(1) of the Companies (Management and Administration) Rules 2014 in Form MGT-9is annexed herewith for your kind perusal and information. (Annexure: I)

9. LOANS GUARANTEES AND INVESTMENTS

As on 31st March 2017 Company has following Loans under section 186 of the CompaniesAct 2013:

Sr. No. Particular / Purpose / Nature ofTransaction Amount of Transaction
1. Loan to Chirayu Charitable foundation 2500000
Total 2500000

10. RELATED PARTY TRANSACTIONS

The Company has implemented a Related Party Transactions policy for the purposes ofidentification and monitoring of such transactions. The policy on related partytransactions as approved by the Board is uploaded on the Company's websitehttp://www.stardeltatransformers.com During the financial year 2016-17 the Companyentered into transactions with related parties all of which were in the ordinary courseof business and on arm's length basis and in accordance with the provisions of theCompanies Act 2013 read with the Rules issued thereunder and the Listing Regulations.Further there were no transactions with related parties which qualify as materialtransactions under the Listing Regulations.

There are no transactions that are required to be reported in Form AOC-2 and as suchdoes not form part of the Report.

Suitable disclosures have been made in the financial statements as prescribed inaccounting standards.

11. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Conservation of Energy:

Company continues its efforts to reduce and optimize the energy consumption at allmanufacturing facilities including corporate office through continuous monitoring andhigh degree of awareness for energy conservation. Company also has its own solar powerplant. Company has not made any capital investment on energy conservation equipments.

A. POWER & FUEL CONSUMPTION 2016-17 2015-16
I ELECTRICITY
Purchased Units 353999 364993
Total Amount (Rs.) 3469403 3425925
Rate per Unit (Rs.) 9.80 9.39
Own Generation
Diesel Generator Units 941 1170
Units per Ltr. Of Diesel 39 35
Average Cost per unit (Rs) 39 35
II COAL - -
Quantity (MT) - -
Total Cost (Rs) - -
Average Rate (Rs) - -

B . CONSUMPTION PER UNIT OF PRODUCTION

STANDARD (IF ANY) 2016-17 2015-16
Products (with Details) Transformers 751.858 1434.154
Units KVAH - 353999 364993
Electricity/ MVA - 470.83 254.50
Coal - - -

Technology Absorption:

The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company's has not imported technology durningthe last three years and No Research work has been carried out and therefore there is noexpenditure on this account.

Foreign Exchange earnings and outgo: Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: NIL

12. RISK MANAGEMENT

Risk management policy and processes enable the Company to proactively manageuncertainty and changes in the internal and external environment to limit negative impactsand capitalize on opportunities. Risk Management is a central part of firm's strategicmanagement. Risk Management is a continuous process. There are four fundamentalapproaches:

• Identity

• Asses & Evaluate

• Take action

• Review & report

Identified risk elements

• State/local regulations

• Labour concerns

• General economic conditions

• Commodity/ Raw material prices

• Competition

• Demand for products

• Technology innovation

• Legal/ Secretraial

• Natural disasters

Company through its functional heads reviews from time to time the deviation from thebenchmarks and promptly make report to the Board which in turn takes the correctiveaction to avoid severe conditions. The framework seeks to create transparency minimizeadverse impacts on the business objectives and enhance the Company's competitiveadvantage.

13. DIRECTORS AND KMP:

Durning the Financial year 2016-17 the following changes have occurred in theconstitution of Directors/KMP of the Company:

• Mr. Rakesh Gupta (DIN: 00014139) was reappointed as Whole time Director ofthe company in the Annual General Meeting held on 30th September 2016.

• Pursuant to provisions of section 152 and Articles of Association of theCompany Mr. Rakesh Gupta (DIN:00014139) Whole time Director will retire by rotation atthe Annual General Meeting and being eligible has offered himself for re-appointment.

14. DEPOSITS

Your Directors state that no disclosure or reporting is required in respect of Detailsrelating to deposits covered under Chapter V of the Act because there were notransactions on these items during the year under review.

15. INDEPENDENT DIRECTORS & DECLARATION

Company's Board of Director comprises of following three Independent Directors:

Name Date of Original appointment Date of Re-appointment
Mr. Laxmendra Maheshwari (DIN:00278005) 25/06/2009 27/03/2015
Mr. Shahshendra Lahri (DIN:02704101) 25/06/2009 27/03/2015
Mrs. Chhavi Kharb (DIN: 01791358) 27/03/2015

All the Independent Directors have confirmed that they meet the criteria as mentionedunder Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of theAct.

The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence prescribed under the Act and theListing Regulations.

The Company issues a formal letter of appointment to independent directors in themanner as provided in the Companies Act 2013. As per regulation 46(2) of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the terms and conditions of appointment of independent directors are placed on theCompany's website (http://www.stardeltatransformers.com/star_delta_investor1.php) Aseparate meeting of Independent Directors was conducted as per Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 on 13thAugust 2016. All the independent directors were present for the meeting.

16. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act 2013 Schedule IV & Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the company has evaluated the performance of every Director Independent DirectorsBoard and its Committees and Chairperson based on the criteria laid down by the Nominationand Remuneration Committee. Rating sheets were circulated to the directors for the purposeof evaluation. A summary of performance evaluation of the Board its Committees andindividual directors was prepared on the basis of rating sheets received from theindividual directors and the same was placed before the Board.

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls with reference to the financial statements were adequateand operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

Company ceases to be a company covered under 135(1) of Companies Act 2013 for threeconsecutive financial years hence provisions of CorporateSocial Responsibility does notapply to the company. However the Company has voluntarily spent Rs. one Lakh on the CSRactivities.The CSR initiatives of the Company were under the thrust areas of educationthrough Friends of tribals society Bhopal.

There are no details that are required to be reported in Annual Report on CSRactivities.

19. ANTI SEXUAL HARASSMENT POLICY

The Company has zero tolerance towards sexual harassment at the workplace. The Companyhas in place an Anti-Sexual Harassment Policy in line with the requirements of the SexualHarassment of Women at the Work place (Prevention Prohibition and Redressal) Act 2013.All women employees (permanent contractual temporary trainees) are covered under thispolicy. During the year 2016-17 no complaints were received by the committee

20. VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act 2013 and Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 thecompany has established Vigil Mechanism for directors and employees to report genuineconcerns and made provisions for direct access to the chairperson of the Audit Committee.Company has formulated the present policy for establishing the vigil mechanism/ WhistleBlower Policy to safeguard the interest of its stakeholders Directors and employees tofreely communicate and address to the Company their genuine concerns in relation to anyillegal or unethical practice being carried out in the Company. The same has been postedon the website of the Company. No personnel of the Company was denied access to the AuditCommittee.

21. NUMBER OF MEETINGS OF THE BOARD

There were five meetings of the Board held during the year details of which are asfollows:

S.No. Date Board Strength No. of Directors Present
1 28.05.2016 5 5
2 27.06.2016 5 5
3 13.08.2016 5 5
4 11.11.2016 5 5
5 11.02.2017 5 5

22. COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

1. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act 2013 and rules madethere and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Committee consists of the following members:

Name of Member Category Status
Mrs. Chhavi Kharab (DIN:01791358) Non-Executive Independent Director Chairperson
Mr. Laxmendra Maheshwari (DIN:00278005) Non-Executive Independent Director Member
Mr. Rakesh Gupta (DIN:00014139) Executive Director/Promoter Member

2. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules madethere and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Committee consists of the following members:

Name of Member Category Status
Mr. Laxmendra Maheshwari (DIN:00278005) Non-Executive Independent Director Chairperson
Mr. Shashendra Lahri (DIN:02704101) Non-Executive Independent Director Member
Mrs. Chhavi Kharab (DIN:01791358) Non-Executive Independent Director Member
Mr. Kishore Gupta (DIN:00014205) Executive Director/Promoter Member

3. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules madethere and Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Committee consists of the following members:

Name of Member Category Status
Mr. Laxmendra Maheshwari (DIN:00278005) Non-Executive Independent Director Chairperson
Mrs. Chhavi Kharab (DIN:01791358) Non-Executive Independent Director Member
Mr. Rakesh Gupta (DIN:00014139) Executive Director/Promoter Member

4. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act 2013 and rules madethere under Corporate Social Responsibility Committee consists of the following members:

Name of Member Category Status
Mr. Kishore Gupta (DIN:00014205) Executive Director/Promoter Chairperson
Mr. Rakesh Gupta (DIN:00014139) Executive Director/Promoter Member
Mr. Laxmendra Maheshwari (DIN:00278005) Non-Executive Independent Director Member

The detailed description of the above Committees of the board is provided in theCorporate Governance section of the annual report.

23. TRAININGTO INDEPENDENT DIRECTORS:

With a view to familiarize the independent directors with the Company's operations asrequired under regulation 25(7) of the SEBI Listing Regulations 2015 the Company conductvarious familiarization programmes for the independent directors as and when required.

The details of such familiarisation programmes are placed on the Company's websitewww.stardeltatransformers.com

24. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are givenbelow: a. The ratio of the remuneration of each director to the median remuneration of theemployees of the Company for the financial year:

Name Designation Ratio to median remuneration
Kishore Gupta Chairman & Managing Director 13.55
Rakesh Gupta Whole time director 09.94

Notes:

Number of employees for calculations (as on 31.03.2017) Median basic remuneration ofemployees other than directors b. The percentage increase in remuneration of eachdirector chief executive officer chief financial officer company secretary in thefinancial year: There was10% increase in the remuneration of Mr. Kishore Gupta(DIN:00014205) Managing Director and Mr.

Rakesh Gupta (DIN:00014139) Whole time director & Chief financial officer in thefinancial year 2016-17. There was 25% increase in the basic remuneration of Miss ShwetaAgarwal Company Secretary cum Compliance officer. c. The percentage increase in themedian remuneration of employees in the financial year:

2016-17 2015-16 Percentage increase in median remuneration in 2016-17
Median Remuneration of employees other than whole time directors 116880 108900 7.32%

d. The number of permanent employees on the rolls of Company:

Total permanent employees as on 31.03.2017 are Fifty excluding Directors e. Averagepercentile increase already made in the salaries of employees other than the managerialpersonnel in the last financial year and its comparison with the percentile increase inthe managerial remuneration and justification thereof and point out if there are anyexceptional circumstances for increase in the managerial remuneration: On an averageindividual employees remuneration increased by 3%-25% from Financial year 2015-16 toFinancial year 2016-17 There was10% increase in the remuneration of Mr. Kishore Gupta(DIN:00014205) Chairman & Managing Director and Mr. Rakesh Gupta (DIN:00014139) Wholetime director & Chief financial officer in the financial year 2016-17.

The increase in remuneration is in line with the market trends cost of living and toensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration f.Affirmation that the remuneration is as per the remuneration policy of the Company:

The company affirms that the remuneration is as per the remuneration policy of theCompany: g. Statement containing the particulars of employees in accordance with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

Name Designation Remuneration (per month) (Basic) As on 31 March 2017 Nature of employment whether contractual or other- wise Qalifications and experience of the employee Date of commencement of employment Age The last employment held by such employee before joining the Company The percentage for equity shares held by the employee in the Company Whether any such employee is a relative of any director or manager of the Company and if so name of such Director or manager
Anil Ranjan Das Vice president 124300 Permanent B.E. 01.12.2008 58 Self-employed Nil No
SudhirShrivastava Marketing head 75000 Permanent B.E. 06-03-2017 47 Job in private company Nil No
Mayank Gupta Vice president 72600 Permanent B.E. MBA 22.06.2011 31 - 14.27 Yes
(son of Mr Kishore Gupta Managing director)
Pramod Singh pundhir Production manager 45000 Permanent B.E. 06-06-2016 38 Job in private company Nil No
VikasChuahan Testing manager 40000 Permanent B.E. B.tech 25-06-2016 28 Job in private company Nil No
Rohit Shrivastava Sales Executive 28660 Permanent B.Tech 01.10.2001 45 - Nil No
Shweta Agarwal Company Secretary & Compliance officer 25000 Permanent Company Secretary 22.04.2015 27 - Nil No
A. K. Daga Accountant 24200 Permanent M.Com 16.08.1991 57 - 0.01 No
Tahir hussain Supervisor 22120 Permanent Graduate 01.11.2009 57 - 0.03 No
Rajendra Kumar Accountant 17160 Permanent M.Com 17-09-2007 55 Job in private company Nil No
Jain

There was no employee who in terms of remuneration drawn: i. if employed throughout thefinancial year was in receipt of remuneration for that year which in the aggregate wasnot less than one crore and two lakh rupees; ii. if employed for a part of the financialyear was in receipt of remuneration for any part of that year at a rate which in theaggregate was not less than eight lakh and fifty thousand rupees per month; iii. ifemployed throughout the financial year or part thereof was in receipt of remuneration inthat year which in the aggregate or as the case may be at a rate which in theaggregate is in excess of that drawn by the managing director or whole-time director ormanager and holds by himself or along with his spouse and dependent children not lessthan two percent of the equity shares of the company.

25. REMUNERATION POLICY:

The remuneration policy as recommended by the Nomination and Remuneration Committee andapproved by Board in Board meeting is presented in the Corporate Governance report formingpart of the Annual report.

26. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account

27. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

28. CODE OF CONDUCT:

Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 requires listed companies to lay down a Code ofConduct for its directors and senior management incorporating duties of directors as laiddown in the Companies Act 2013. As required the said code has been posted on the websiteof the Company (http://www.stardeltatransformers.com/index.php.) All the Board members andSenior Management personnel have affirmed compliance with the code for the year ended 31March 2017. A declaration to this effect signed by the Managing Director forms part of theCorporate Governance report.

29. MEMORUNDUM AND ARTICLES OF ASSOCIATION

During the Financial year under review Company has inserted new clause in the Articlesof Association regarding Chairperson of the Company in the Annual general meeting held on30th September 2016.

30. REGISTRAR & TRANSFER AGENT OFTHE COMPANY

The RTA activity in relation to the Company has been transferred from System supportservices to Link Intime India Pvt. Ltd. with effect from 15th October 2016.The Board ofDirectors of your Company at their meeting held on 13th August 2016 approved theappointment of Link Intime India Pvt Ltd (LI) as the Registrar & Transfer Agent.

31. CORPORATE GOVERNANCE

A separate report on the Corporate Governance is attached as a part of the annualreport. The Auditors Certificate regarding Compliance of the conditions of CorporateGovernance is also annexed hereto as Annexure II which forms part of this report.

32. MANAGEMENT DISCUSSION & ANALYSIS

A separate report on the Management Discussion & Analysis is attached as a part ofthe annual report.

33. AUDITORS and REPORT thereon

Statutory Audit

M/s. S.L. Khabya & Co Chartered Accountants (FR No. 00004C) will be appointed asStatutory Auditors of the Company in place of the retiring auditors to hold office fromthe conclusion of this Annual General Meeting (AGM) until the conclusion of the 46th AGMof the Company subject to ratification by members at every Annual general meeting.

There are no qualifications or adverse remarks in the Auditors 'Report which requireany clarification / explanation. The Notes on financial statements are self-explanatoryand needs no further explanation.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act 2013 and Rules madethere under the Company has appointed ASA & Associates Company Secretaries inPractice to undertake the secretarial audit of the Company. Secretarial Audit Report forthe year 2016-17 in the prescribed form MR-3 is annexed to this Report

(ANNEXURE- III).

Pursuant to the provisions of section 204(3) and 134(3) of the Companies Act 2013 andRules made there under the Board of directors of Star Delta Transformers Limited providethe following clarification in respect to the observations raised by the Secretarialauditor in Secretarial audit report: Company is in compliance with all the provisions ofvarious acts applicable to the Company. However due to inevitable reasons some pointswere missed. Company has taken note of the same and will ensure compliance in the future.

Cost Audit

Pursuant to section 148 of the Companies Act 2013 and the Rules made there under theBoard of Directors had on the recommendation of the Audit Committee appointed of M/s.Sanjay Kasliwal Cost Accountants to audit the cost accounts of the Company for thefinancial year 2017-18 on a remuneration of Rs. 25000/-(Rupees Twenty five thousand) plusout of pocket expenses on the recommendation of Audit Committee subject to ratificationby the shareholders at the annual general meeting. Accordingly a resolution seekingmembers' ratification for the remuneration payable to the cost auditor is included in theNotice convening the annual general meeting.

34. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:

1. Issue of Bonus Shares and/or Right Shares.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

4. Buy Back of Shares.

5. Significant or material orders passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company's operations in future.

6. During the Financial Year 2016-17 no change has been occurred in the share capitalof the Company. (General disclosure)

35. DETAILS OF FRAUDS REPORTABLE U/S 143(12):

There is no fraud being or has been committed against the company by officers oremployees of the company which are reportable by the Auditors to the Central Governmentunder sub-section (12) of Section 143 and which need to be disclosed in the Board reportduring the year under review.

36. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act 2013 the Board of Directors of theCompany confirms that-

(a) In the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures; (b) Thedirectors had selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the company at the end of the financial year and of the profitand loss of the company for that period; (c) The directors had taken proper and sufficientcare for the maintenance of adequate accounting records in accordance with the provisionsof this Act for safeguarding the assets of the company and for preventing and detectingfraud and other irregularities; (d) The directors had prepared the annual accounts on agoing concern basis; and (e) The directors had laid down internal financial controls tobe followed by the company and that such internal financial controls are adequate and wereoperating effectively.

(f) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continuedco-operation received from the Banks Government Authorities Customers Vendors andShareholders during the year under review. Your Directors also wish to place on recordtheir deep sense of appreciation for the committed service of the Executives staff andWorkers of the Company.

On behalf of Board of Directors
Place : Bhopal Sd/- Sd/-
Date : 11th August 2017 (KISHORE GUPTA) (RAKESH GUPTA)
(DIN : 00014205) (DIN : 00014139)
CHAIRMAN & MANAGING DIRECTOR DIRECTOR