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Goldstar Power Ltd.

BSE: 535018 Sector: Engineering
NSE: GOLDSTAR ISIN Code: INE405Y01013
BSE 05:30 | 01 Jan Goldstar Power Ltd
NSE 05:30 | 01 Jan Goldstar Power Ltd

Goldstar Power Ltd. (GOLDSTAR) - Director Report

Company director report

To The Members

GOLDSTAR POWER LIMITED

Dear Members

Your Directors are pleased to present their 21st Annual Report on thebusiness and operations of the Company together with the Audited Financial Statements forthe financial year ended on March 31 2020 .

FINANCIAL RESULTS:

Your Company's performance for the year ended on 31st March 2020 issummarized as under:

(Amount in Rs)

Sr. No PARTICULARS 2019-20 2018-19
1. Revenue from Operation (Net) 358761812.10 363652264.00
2. Other Income 19298358.79 12630580.92
3. TOTAL REVENUE (1+2) 378060170.89 376282844.92
4. Cost of raw material consumed 298425297.56 277896114.52
5. Employees Benefits Expense 29829072.00 29242542.00
6. Changes in Inventories of Finished goods work-in-progress and Stock-in- Trade (20186316.76) (6604835.99)
7. Finance Cost 8874341.68 8583413.21
8. Depreciation & Amortization Exp. 16335699.00 15726093.94
9. Other Expenses 41697288.10 45312825.48
10. TOTAL EXPENSE (4+9) 374975381.58 370156153.16
11. Profit/ (Loss) Before Tax 3084789.31 6126691.76
12. Current Tax 2100000.00 3065000.00
13. Deferred Tax (2080000.00) (5120000.00)
14. Less: MAT Credit (684809.00) (1924869.30)
15. PROFIT/ (LOSS) AFTER TAX (PAT) 3749598.31 10106561.06

OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS

The Highlights of Company's performance for the year ended on March 31 2020

• Total Revenue from Operations has been decreased from Rs. 36.36 Crores ofprevious fiscal . 2018-19 to Rs. 35.88 Crores of the reporting fiscal.

• Total Expenses has been increased from Rs. 37.01 Crores of previous fiscal2018-19 to Rs. 37.50 Crores of the reporting fiscal.

• Profit before exceptional & extra ordinary items has been decreased from Rs.6126692/- of previous fiscal 2018-19 to Rs. 3084789.31 in the reporting year

• Net Profit has been decreased from Rs. 10106561/- of previous F.Y. 2018-19 toRs. 3749598.31 of the reporting F.Y.

• Earnings per share (EPS) for the F.Y. 2019-20 is Rs. 0.35/- as compared to Rs.0.94/- of F.Y. 2018-19.

Moreover the Board assures that the management will leave no efforts untouched toincrease the profitability of the company gradually and to maintain the consistency ofattained results in the forthcoming years.

UPDATE ON COVID 19

Members are aware that in last quarter of FY20 the world faced Corona pandemic whichand still the global economy is facing the aftermath of this pandemic. The Covod19 forcedthe governments to enforce lock-downs of all economic activity. Consequently operationsof the Company were stopped during that time. However after resumptions of operationsthe Company has been closely monitored outbreak of COVID-19 Pandemic and the Company hasimplemented a number of measures to protect its employees communities and operations.Goldstar is in full compliant of all safety guidelines of the Government in relation toCovid19. As of now the Board believe that coronavirus could have a moderate impact on theCompany's performance at least through the first half of financial year 2021.

DECLARATION OF DIVIDEND:

With a view to use the internal accruals for growth of the Company and to strengthenthe financial position of the Company your directors do not recommend any dividend forthe year under Report.

TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act 2013 no amount istransferred to general reserves account of the Company during the year under review.

The Company has a closing balance of Rs. 89351477.34 /- (Rupees Eight Crore NinetyThree Lakhs Fifty One Thousands Four Hundred and Seventy Seven Rupees and three fourpaisa) as Reserves and Surplus as on 31.03.2020.

CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture produce and assembles all typesof batteries including storage batteries dry batteries solar power batteries etc.During the year Your Company has not changed its business or object and continues to bein the same line of business as per main object of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF FINANCIAL YEAR OF THE COMPANY TO WHICH THEFINANCIAL STATEMENTS RELATE AND THE DATE OF THIS REPORT.

There are no Material Changes and Commitments affecting the Financial Position of theCompany between the end of Financial Year of the Company to which the Financial Statementrelates and the date of this report. As stated earlier there are certain effects ofCorona pandemic in the first half of the financial year 2020-21 which the Company isconfident to compensate in the remaining part of the fiscal.

DEPOSITS:

The Company has neither accepted nor renewed any deposits falling within the purview ofSection 73 of the Companies Act 2013 read with Companies (Acceptance of Deposits) Rules2014 as amended from time to time during the year under review and therefore detailsmentioned in Rule 8(5)(V) & (VI) of Companies (Accounts) Rules 2014 relating todeposits covered under Chapter V of the Act is not required to be given.

SHARE CAPITAL:

There is no change in the Share Capital of the Company during the Financial Year2019-20.

DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31 2020 the Company does not have any subsidiary or joint venture andassociate company.

LISTING OF SHARES:

The Company's shares are listed on NSE Emerge SME platform of National Stock Exchangeof India Limited with Symbol GOLDSTAR. The Company is regular in payment of Annual ListingFees. The Company has paid Listing Fees upto the year 2020-21.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

REGISTRATION OF INDEPENDENT DIRECTORS IN INDEPENDENT DIRECTORS

DATABANK:

All the Independent Directors of the Company have been registered and are members ofIndependent Directors Databank maintained by Indian Institute of Corporate Affairs.

DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET REAPPOINTED:

Pursuant to Section 149 152 and other applicable provisions of the Companies Act2013 one-third of such of the Directors as are liable to retire by rotation shall retireevery year and if eligible offer themselves for re-appointment at every AGM. Pursuant tothe provisions of Section 152(6) and other applicable provisions of the Companies Act2013. Mr. Navneetbhai Pansara (DIN: 00300843) is a Director who is retire by rotation Heis liable to get retired by rotation being eligible has offered himself for re-appointmentat the ensuring 21st AGM of the Company. The Board recommends hisre-appointment for consideration by the Members of the Company at the 21stAnnual General Meeting. Accordingly requisite resolution shall form part of the Noticeconvening the AGM.

DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteriaof Independence as specified under Section 149(6) of the Companies Act 2013 andRegulation 25 of the Listing Regulations that they qualify to be Independent Directorspursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules2014. They have confirmed that they meet the requirements of “IndependentDirector” as mentioned under Regulation 16 of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015.

Therefore Board is duly composed as per the Companies Act 2013 provisions and SEBI(Listing Obligations and Disclosure Requirements) Regulation 2015. There is no change heldin the composition of Board of Directors during the Financial Year 2020-21. Theconfirmations were placed before and noted by the Board.

BOARD AND COMMITTEE MEETING: BOARD MEETING:

The Board meets at regular intervals to discuss and take a view on the Company'spolicies and strategy apart from other Board matters. The notice for Board Meetings isgiven well in advance to all the Directors.

The Board of Directors met 10 times during the financial year ended March 31 2020 inaccordance with the provisions of the Companies Act 2013 and rules made thereunder. Theintervening gap between two board meetings was within the period prescribed under theCompanies Act 2013 and as per Secretarial Standard-1. The prescribed quorum was presentedfor all the Meetings and Directors of the Company actively participated in the meetingsand contributed valuable inputs on the matters brought before the Board of Directors fromtime to time.

10 Board Meetings were held as under:

02.04.2019 28.05.2019 20.06.2019 19.08.2019 30.08.2019 17.09.2019 13.11.201921.11.2019 31.12.2019 15.01.2020

Attendance of Directors in the Board Meeting

Sr.No Name of Director No. of Board Meeting Held No. of Board Meeting Attended
1. Mr. Mulji M. Pansara (Chairman) 10 6
2. Mr. Navneet M. Pansara (Managing Director) 10 10
3. Mr. Amrutlal M. Pansara (Whole-Time Director) 10 9
4. Mr. Vishal M. Pansara (Whole-Time Director) 10 8
5. Mrs. Dhruti N. Pansara (Director) 10 10
6. Mr. Jayant C. Virani (Independent Director) 10 4
7. Mr. Chetan V. Khattar (Independent Director) 10 6
8. Mr. Hemraj Patel (Independent Director) 10 5

NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31 2020. TheStakeholders Relationship Committee met 1 time during the Financial Year ended March 312020. The Nomination and Remuneration Committee met 3 times during the Financial Yearended March 31 2020. Members of the Committees discussed the matter placed andcontributed their valuable inputs on the matters brought before the meetings.

Additionally during the Financial Year ended March 31 2020 the Independent Directorsheld a separate meeting on October 5 2019 in compliance with the requirements of ScheduleIV of the Companies Act 2013 and Regulations 25(3) of the SEBI (Listing Obligations andDisclosures Requirements) Regulations 2015.

COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee Nomination and RemunerationCommittee Stakeholders Relationship Committee which has established as a part of bettercorporate governance practices and is in compliance with the requirements of the relevantprovisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

The Audit Committees composition meets with the requirement of section 177 of thecompanies Act 2013 and Clause 49 of Listing Agreement and Regulation 18 of SEBI (ListingObligations and Disclosures Requirements) Regulations 2015. The Members of the AuditCommittee possesses financial / accounting expertise / exposure. The Audit Committeecomprised of 4 members as per Table here in below. The Company Secretary is the Secretaryand Compliance Officer of the committee. The detail of the composition of the AuditCommittee along with their meetings held/ attended is as follows:

Sr. No Name Designation No. of Meetings held No. of Meetings attended
1. Mr. Jayant Virani (Independent Director) Chairman 4 4
2. Mr. Chetan Khattar (Independent Director) Member 4 3
3. Mr. Hemraj Patel (Independent Director) Member 4 3

During the year under review meetings of Audit Committee were held on May 28 2019August 30 2019 November 13 2019 January 01 2020.

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement ofsection 178 of the companies Act 2013 and Clause 49 of Listing Agreement and Regulation19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations 2015. TheMembers of the Nomination & Remuneration Policy possesses sound knowledge / expertise/ exposure. The Committee comprised of 3 members as per Table here in below. The CompanySecretary is the Secretary and Compliance Officer of the Committee. The detail of acomposition of the Nomination & Remuneration Committee along with their meetings held/attended is as follows: -

Sr. No Name Designation No. of Meetings held No. of Meetings attended
1. Mr. Hemraj Patel (Independent Director) Chairman 3 2
2. Mr. Chetan Khattar (Independent Director) Member 3 2
3. Mr. Jayant Virani (Independent Director) Member 3 2

During the year under review meetings of Nomination & Remuneration Committee wereheld on April 2 2019 November 13 2019 and January 15 2020 The Company has dulyformulated the Nomination & Remuneration Policy which is also available at the CompanyWebsitehttp://goldstarpower.com/wp-content/uploads/2018/05/Nomination-Remuneration-Policy.pdf.-LINK

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the Section 178of the Companies Act 2013 and Regulation 20 of the SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015. The Stakeholders Relationship Committee ismainly responsible to review all grievances connected with the Company's transfer ofsecurities and Redressal of shareholders / Investors / Security Holders Complaints.

The Committee comprised of 3 members as per Table here in below. The Company Secretaryis the Secretary and Compliance Officer of the Committee. The detail of a composition ofthe said Committee along with their meetings held/ attended is as follows: -

Sr. No Name Designation No. of Meetings held No. of Meetings attended
1. Mr. Chetan Khattar (Independent Director) Chairman 1 1
2. Mr. Hemraj Patel (Independent Director) Member 1 0
3. Mr. Jayant Virani (Independent Director) Member 1 1

During the year under review meetings of Stakeholders Relationship Committee were heldon August 30 2019

PERFORMANCE EVALUATION OF THE BOARD ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

Pursuant to the provisions of the Companies Act 2013 and Rules made thereunder theBoard has carried out annual performance evaluation of its own performance the directorsindividually as well the evaluation of the working of its Audit Committee Nomination& Remuneration Committee and Shareholders Grievance committee experience andexpertise performance of specific duties and obligations etc. were carried out. TheDirectors expressed their satisfaction with the evaluation process and outcome.

The performance of each of the non-independent directors was also evaluated by theindependent directors at the separate meeting held of the Independent Directors of theCompany.

CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 every company with net worth of Rs. 500 Croresor more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5Crores or more during any of the three previous year i.e. ( 2016-17 2017-18 2018-19) isrequired to constitute a CSR Committee. Goldstar Power Limited does not fall in any of theabove criteria during the year 2019-20. Therefore it is not required mandatorily to carryout any CSR activities or constitute any Committees under provisions of Section 135 of theAct.

We also feel strongly about giving back to our community. We believe everybody deservesto be treated with dignity and respect regardless of their personal circumstances andoffered the skills knowledge and assistance they need to help themselves lead healthy andproductive lives.

VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act 2013 a Vigil Mechanism fordirectors and employees to report genuine concerns has been established in order toensure that the activities of the Company and its employees are conducted in a fair andtransparent manner by adoption of highest standards of professionalism honesty andintegrity and ethical behavior.

The Company has established a vigil mechanism through which Directors employees andbusiness associates may report unethical behavior malpractices wrongful conduct fraudviolation of Company's code of conduct without fear of reprisal. The Company has set up aDirect Touch initiative under which all Directors employees business associates havedirect access to the Chairman of the Audit committee and also to a three-member directtouch team established for this purpose. The direct touch team comprises one senior womanmember so that women employees of the Company feel free and secure while lodging theircomplaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection fromany kind of unfair treatment or victimization. The vigil mechanism policy has also beenuploaded in the website of the Company athttp://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf

RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk managementplan for the Company. The Audit Committee has additional oversight in the area offinancial risks and controls. Major risks identified by the businesses and functions aresystematically addressed through mitigating actions on a continuing basis. The Company hasbeen following the principle of risk minimization as it is the norm in every industry. TheBoard has adopted steps for framing implementing and monitoring the risk management planfor the Company. The main objective of this policy is to ensure sustainable businessgrowth with stability and to promote a pro-active approach in reporting evaluating andresolving risks associated with the business. In order to achieve the key objective thepolicy establishes a structured and disciplined approach to risk management in order toguide for decisions on risk related issues.

In today's Challenging and competitive environment strategies for mitigating inherentrisk in accomplishing the growth plans of the Company are imperative. The Common risksinherent are: Regulations Competition business risk technology obsolescence long terminvestments and expansion of facilities. Business risk inter alia includes financialrisk political risk legal risk etc. As a matter of policy these risk are assessed andsteps as appropriate are taken to mitigate the same.

INSURANCE:

All properties and insurable interests of the Company have been fully insured.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans guarantees or investment covered under the provisions of section186 of the Companies Act 2013 are given in the Notes to the Financial Statements.

AUDITORS:

STATUTORY AUDITORS:

The members of the Company at their Annual General Meeting held on 25thSeptember 2019 has appointed M/s. Jain Chowdhary & Co. Chartered AccountantsMumbai (ICAI Firm Registration Number: 113267W) as Statutory Auditors of the Company fora term of 5(five) financial years subject to ratification at every Annual General Meetingat such remuneration as may be decided by the Board and auditor mutually. The Auditor'sReport for the financial year ended March 31 20 forms part of this Annual Report and isattached to the Director's Report as “ANNEXURE-2” and same does not contain anyqualification reservation or adverse remark. There have been no instances of fraudreported by the Auditors under Section 143(12) of the Companies Act 2013.

SECRETARIAL AUDITORS:

As required under provisions of section 204 of the Companies Act 2013 and Rules framedthereunder the Board has appointed CS Purvi Dave Partner MJP & AssociatesPractising Company Secretaries for conducting the Secretarial Audit for the FY 2019-20.Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the Company forthe Financial Year ended on March 31 2020 is attached to the Director's Report as“ANNEXURE-3”.

Secretarial Auditors have observed that:

1. The Company had satisfied the Charge for credit facilities availed from HDFC BankLimited against Hypothecation & Mortgage of movable & immovable properties of theCompany. However filing of Form for Registration of Satisfaction of Charge was pending ason 31st March 2020 for Registration of Satisfaction of Charge with the Registrar ofCompanies. Reply by Board: The Board would ensure compliance of the provision of the actin future. 2. The Company had availed the Credit Facility from ICICI Bank againsthypothecation of Flock lifter (an asset of the Company). However the Company had notfiled Form with the Registrar for registration of Creation of Charge.

Reply by Board: The Board would ensure compliance of the provision of the act infuture.

INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act 2013 and Rulesframed thereunder your Company has appointed M/s. Dholakia & Associates or InternalAuditors of the Company for the Financial Year 2019-20 and have taken their suggestionsand recommendations to improve and strengthen the internal control systems. However yourCompany has appointed M/s. B. B. Gusani & Associates Chartered Accountant as anInternal Auditor for the year 2020-21.

COST AUDIT:

The provisions of Section 148(1) of the Companies Act 2013 and Rule 14 of theCompanies (Audit and Auditors) Rules 2014 and other applicable rules and provisions isnot applicable on the Company. Therefore no cost records have been maintained by thecompany.

COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the FinancialYear 2019-20 as issued by the Institute of Company Secretaries of India (ICSI).

DISCLOSURE UNDER SEXUAL HARASSMENT OF WOMEN AT THE WORKPLACE (PREVENTION PROHIBITION& REDRESSAL) ACT 2013:

At Goldstar Power Limited all employees are of equal value. There is no discriminationbetween individuals at any point on the basis of race colour gender religion politicalopinion national extraction social origin sexual orientation or age.

At Goldstar Power Limited every individual is expected to treat his/her colleagueswith respect and dignity. This is enshrined in values and in the Code of Ethics &Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &ProtectionPolicy) Policy provides a platform to all employees for reporting unethical businesspractices at workplace without the fear of reprisal and help in eliminating any kind ofmisconduct in the system. The Policy also includes misconduct with respect todiscrimination or sexual harassment.

The Company also has in place “Prevention of Sexual Harassment Policy”. ThisAnti-Sexual Harassment Policy of the Company is in line with the requirements of TheSexual Harassment of Women at the Workplace (Prevention Prohibition & Redressal) Act2013. All employees (permanent contractual temporary and trainees) are covered underthis policy.

An Internal Complaints Committee (ICC) is in place to redress complaints receivedregarding sexual harassment. The following is a summary of sexual harassment complaintsreceived and disposed off during the year:

No. of complaints received: Nil

No. of complaints disposed off: NA

DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company hascontinuous monitoring mechanism which enables the organization to maintain the samestandards of the control systems and help them in managing defaults if any on timelybasis because of strong reporting mechanisms followed by the Company.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015Management Discussion and Analysis report has been separately furnished in the AnnualReport and forms part of the Annual Report as “ANNEXURE-5”.

EXTRACT OF ANNUAL RETURN

Extract of Annual Return in Form MGT-9 containing details as on Financial Year ended 31stMarch 2020 [as required under Section 92(3) read with Rule 12(1) of the Companies(Management and Administration) Rules 2014] the extract of Annual Return for theFinancial Year 2019-20 is available at the website of the Company athttp://goldstarpower.com/investors-relation/annual-return/

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES REFERRED IN SUB SECTION 1OF SECTION 188 OF THE COMPANIES ACT 2013:

During the year under review contracts or arrangements entered into with the relatedparty as defined under section 2(76) of the Companies Act 2013 were in the ordinarycourse of business on arm's length basis. Details of the transactions pursuant tocompliance of section 134(3)(h) of the Companies Act 2013 and Rule 8(2) of the Companies(Accounts) Rules 2014 are annexed herewith as per “ANNEXURE-1"

During the year the Company has not entered into any materially significant relatedparty transactions which may have potential conflict with the interest of the Company atlarge. Suitable disclosures as required are provided in AS-18 which is forming the part ofthe notes to the Financial Statement.

In line with the requirements of the Companies Act 2013 and SEBI Listing Regulation2015 the Company has formulated a Policy on Related Party Transactions which is alsoavailable on Company's Website athttp://goldstarpower.com/wp-content/uploads/2018/05/Related-Party-Transactions-Policy.pdf

PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs.850000/- per month or 12000000/- per annum and hence the Company is not required togive information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment andRemuneration of Managerial Personnel) Amendment Rules 2016.

The ratio of remuneration of each whole-time director and key managerial personnel(KMP) to the median of employee's remuneration of the employee of the Company as persection 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration)Rules 2014 for the financial year 2019-20 forms part of this Board report as“ANNEXURE-4”.

DETAILS IN RESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE WHICH ARE REPORTABLETO THE CENTRAL GOVERNMENT:

The Statutory Auditors or Secretarial Auditors of the Company have not reported anyfrauds to the Audit Committee or to the Board of Directors under Section 143(12) of theCompanies Act 2013 including rules made thereunder during the current Financial Year.

BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration

The policy of the Company on director's appointment and remuneration including thecriteria for determining the qualifications positive attributes independence of adirector and other matters as required under sub section (3) of section 178 of theCompanies Act 2013 have been regulated by the nomination and remuneration committee andthe policy framed by the Company is available on our website at www.goldstarpower.com.There has been no change in the policy since last fiscal. We affirm that the remunerationpaid to the directors is as per the terms laid out in the Nomination and RemunerationPolicy of the Company with the Nomination and Remuneration Committee of the Company.

B. Prevention of Insider Trading:

The Board of Directors has adopted the Insider Trading Policy in accordance with theRequirements of SEBI (Prohibition of Insider Trading) Regulations 2015. The InsiderTrading Policy of the Company lays down guidelines and procedures to be followed anddisclosures to be made while dealing with shares of the Company as well as consequences ofviolation. The Policy has been formulated to regulate monitor and ensure reporting ofdeals by employees and to maintain the highest ethical standards of dealing in Company'sShares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board the details ofwhich are available on the website of the Company at www.goldstarpower.com and for theconvenience given herein below:

Sr. No Name of policy Web link
1. Boards Diversity Policy http://goldstarpower.com/wp- content/uploads/2018/05/Board-Diversity-Policy.pdf
2. Dividend Distribution Policy http://goldstarpower.com/wp- content/uploads/2018/05/Dividend-Distribution- Policy.pdf
3. Related Party Transaction Policy http://goldstarpower.com/wp- content/uploads/2018/05/Related-Party-Transactions- Policy.pdf
4. Material Subsidiary http://goldstarpower.com/wp- content/uploads/2018/05/Material-Subsidiaries.pdf
5. Materiality of Events http://goldstarpower.com/wp- content/uploads/2018/05/Materiality-of-Events.pdf
6. Preservation of Documents Policy http://goldstarpower.com/wp- content/uploads/2018/05/Preservation-of- Documents.pdf
7. Evaluation Policy http://goldstarpower.com/wp- content/uploads/2018/05/Evaluation-Policy.pdf
8. Whistle Blower Policy http://goldstarpower.com/wp- content/uploads/2018/05/Whistle-Blower-Policy.pdf
9. Prevention of Sexual Harassment at Workplace http://goldstarpower.com/wp- content/uploads/2018/05/Prevention-of-Sexual- Harrasement-at-Workplace.pdf
10. Web Archival Policy http://goldstarpower.com/wp- content/uploads/2018/05/Web-Archival-Policy.pdf
11. Code of Conduct for prevention of Insider Trading http://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Policy.pdf
12. Terms & Conditions for Appointment of Independent Directors. http://goldstarpower.com/wp- content/uploads/2018/05/Appointment-Independent- Director.pdf
13. Payment to Non-Executive Directors http://goldstarpower.com/wp- content/uploads/2018/05/Payment-Non-Executive- Directors.pdf
14. Familiarization Programme for Independent Director http://goldstarpower.com/wp- content/uploads/2018/05/Familiarization- Programme-Independent-Director.pdf
15. Nomination & Remuneration Policy http://goldstarpower.com/wp- content/uploads/2018/05/Nomination-Remuneration- Policy.pdf
16. Code of Conduct for Directors and KMP's http://goldstarpower.com/wp- content/uploads/2018/05/Code-Conduct-Directors- KMP.pdf
17. Green Initiative with regard to Corporate Governance http://goldstarpower.com/wp- content/uploads/2018/05/Green-Initiative-Corporate- Governance.pdf
18. Insider Trading Policy with Amendments_20.03.2019 http://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Policy.pdf

SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31st March 2020 the Company doesn't have any Subsidiary JointVenture or Associate Companies.

CORPORATE GOVERNANCE:

“Corporate Governance Practices Are Reflection of Value Systems And whichInvariably Includes our Culture Policies and Relationships with our Shareholders”

Integrity and transparency are key factors to our governance practices to ensure thatwe achieve and will retain the trust of our stakeholders at all times. CorporateGovernance is about maximizing Shareholders value legally ethically and sustainably. AtGoldstar our Board exercises its fiduciary responsibilities in the widest sense of theterm. Our disclosures seek to attain the best practices in the international corporategovernance. We also endeavor to enhance long term shareholder value and respect- minorityrights in all our business decisions.

As our Company is listed on SME EMERGE Platform of National Stock Exchange Limited(NSE) by virtue of regulation 15 (2) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the compliance with the corporate governance provisionsas specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) ofRegulation 46 and Para C D and E of Schedule V relating to Corporate Governance Reportare not applicable to Company. Hence Corporate Governance Report does not form a part ofthis Board Report However the Company is committed for the best corporate governancepractices.

DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT 2013 IN RESPECT OF NONDISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors beingappointed or reappointed and has noted that none of the Directors are disqualified undersection 164(2) of the Companies Act 2013 read with Rule 14(1) of the Companies(Appointment and Qualification of Directors) Rules 2014.

DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS:

There were no significant and material orders issued against the Company by anyregulating authority or court or tribunal which could affect the going concern status andCompany's operations in future.

PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION:

The information pertaining to Conservation of Energy Technology Absorption asrequired under Section 134(3)(m) of the Companies Act 2013 read with Rule 5 of Companies(Accounts) Rules 2014 as follows:

A. Conservation of Energy: -

1. The steps taken or impact on conservation of energy:

The Company applies strict control system to monitor day by day power consumption in aneffort to save energy. The Company ensures optimal use of energy with minimum extent ofwastage as far as possible.

2. The steps taken by the Company for utilizing alternate source of energy:

The Company has not taken any step for utilizing alternate source of energy.

3. Capital Investment on energy conservation equipment:

During the year under review the Company has not made any capital investment on energyconservation equipment

1. The efforts made towards technology absorption:

The Company has not made any special effort towards technology absorption. Howevercompany always prepared for update its factory for new technology.

2. The benefits derived like product improvement cost reduction product developmentor import substitution: Not Applicable

3. In case of imported technology (imported during the last three years reckoned fromthe beginning of the financial year): Not Applicable.

4. The details of technology imported: Not Applicable

5. The year of import: Not Applicable

6. Whether the technology been fully absorbed: Not Applicable

7. If not fully absorbed areas where absorption has not taken place and the reasonsthereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further during the year under review the Company has reported Foreign ExchangeEarnings and Expenses as under:

PARTICULARS 2019-20 2018-19
Foreign Exchange Earnings 165316704.00 70586124.00
Foreign Exchange Outgo 3054066.00 10474456.00

DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act 2013 in relation to the AuditedFinancial Statements of the Company for the year ended March 31 2020 the Board ofDirectors hereby confirms that:

1. In the preparation of the annual accounts the applicable accounting standards hadbeen followed alongwith proper explanation relating to material departures;

2. The directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year as onMarch 31 2020 and of the profit and loss of the Company for that year;

3. The directors had taken proper and sufficient care to the best of their knowledgeand ability for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts of the Company on a going concernbasis; and;

5. Directors had laid down internal financial controls to be followed by the Companyand that such internal financial controls are adequate and are operating effectively;

6. The directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and such systems were adequate and operating effectively.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review the provision of section 125(2) of the Companies Act2013 does not apply as the Company was not required to transfer any amount to the InvestorEducation and Protection Fund (IEPF) established by Central Government of India.

CREDIT RATINGS:

Your Company being an SME Listed Company does not require to obtain credit rating forits securities. Though Goldstar has received SMERA MSE 2 from (Small and MediumEnterprise Ratings) on August 10 2018 which is maintained till date. The rating indicatesstable and positive outlook of the Company. Rating shows High Credit Worthiness inrelation to other MSEs.

REGISTRAR AND SHARE TRANSFER AGENT INFORMATION:

M/S. LINK INTIME INDIA PRIVATE LIMITED

C-101 247 Park L.B.S Marg Vikhroli (West) Mumbai 400 083 Telephone Number: +91 224918 6000 Email: mumbai@linkintime.co.in Website: www.linkintime.co.in

INDUSTRIAL RELATIONS:

The Company maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinting efforts of employees have enabled the Company toremain at the leadership position in the industry. It has taken various steps to improveproductivity across organization.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and co-operationreceived from the Shareholders State Governments Local authorities and Company's Bankersfor the assistance co-operation and encouragement they extended to the Company. YourDirectors also wish to place on record their sincere thanks and appreciation for thecontinuing support and unstinting efforts of investors vendors dealers businessassociates and employees in ensuing and excellent all around operational performance.

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