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Star Delta Transformers Ltd.

BSE: 539255 Sector: Engineering
NSE: N.A. ISIN Code: INE541K01014
BSE 00:00 | 08 Aug 113.65 0.95
(0.84%)
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114.95

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114.95

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NSE 05:30 | 01 Jan Star Delta Transformers Ltd
OPEN 114.95
PREVIOUS CLOSE 112.70
VOLUME 62
52-Week high 146.00
52-Week low 68.25
P/E 9.34
Mkt Cap.(Rs cr) 34
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 114.95
CLOSE 112.70
VOLUME 62
52-Week high 146.00
52-Week low 68.25
P/E 9.34
Mkt Cap.(Rs cr) 34
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 OF

STAR DELTA TRANSFORMERS LIMITED BHOPAL

Your Directors have pleasure in presenting their 45th (Forty-Fifth) Board'sReport along with the Audited Financial Results of the Company for the financial yearended March 31 2021.

1. FINANCIAL HIGHLIGHTS AND OPERATION:

Your Company's financial performance during the Financial Year 2020-21 as compared tothat of the previous Financial Year 2019-20 is summarized below:

(Amount in Rs)

Particulars 2020-21 2019-20
(i) Revenue From Operation 216778180.08 773023713.90
(ii) Other Income 38035710.39 20237074.05
(iii) Total Revenue (i) +(ii) 254813890.47 793260787.95
(iv) Total Expenses 230600187.28 736919488.92
(v) Profit/loss before tax (iv)-(v) 24231703.19 56341299.03
(vi) Current Tax 7244515.00 14650000.00
(vii) Deferred tax (700000.00) (2200000.00)
(viii) Profit/loss after tax (vi)-(vii)-(viii) 17669188.19 43891299.03
Earnings per Share (Rs):- Basic: 5.89 14.63
Diluted: 5.89 14.63

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

During the year under report

a) The Company total revenue has been decreased from Rs 793260787.95/- to Rs254813890.47 i.e. 67.88 % and Company's profit before tax has been also decreased fromRs 56341299.03/- to Rs 24231703.19 i.e. 56.99%.

b) After charging all expenses and taxes the Company net Profit decreased from Rs43891299.03/- to Rs17669188.19 i.e. 59.74%.

c) The earnings per share (EPS) are Rs 5.89 as compared to Rs 14.63 as reported in theprevious year.

The Company has been expecting good Demand for the Distribution and Power Transformersand power related equipment's and massive investments are planned in coming years by theGovt. (Central & States) as well as private sector.

3. CHANGE IN THE NATURE OF BUSINESS:

There has been no change in the nature of the business of your company during thefinancial year 2020-21.

4. DIVIDEND:

Your Directors have considered it financially prudent in the long-term interests of theCompany to plough back the profits of the Company to build a strong reserve base and growthe business of the Company. Thus with a view to augment resources your Directors do notrecommend any Dividend on Equity Shares for the financial year ended March 31 2021.

5. TRANSFER TO RESERVES IN TERMS OF SECTION 134(3)(J) OF THE COMPANIES ACT 2013:

During the financial year under review the Company has transferred an amount of Rs30000000/- to General Reserve account.

6. DETAILS OF SUBSIDIARY/JOINT VENTURES/ASSOCIATE COMPANIES:

As on March 31 2021 the Company does not have any Subsidiary /Joint Venture/Associate Companies. Further no Company has become or ceased to be Subsidiaries JointVentures or Associate Company during the financial year under review.

7. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 31.03.2021 OF THECOMPANY TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year 2020-21 to which theFinancial Statements relate and the date of the Board's' Report (i.e. from April 1 2021upto August 13 2021). The global outbreak of COVID-19 health pandemic has significantlyimpacted the economy. The management of your Company has considered internal and certainexternal sources of information and has used the principles of prudence in applyingjudgments estimates and assumptions regarding the probable impact of the pandemic. Theeventual outcome or impact of the pandemic may be different from those estimated as on thedate of approval of these Financial Statements.

8. SHARE CAPITAL

During the year under review there was no change in the Company's share capital.

Company's Authorized Capital is Rs 31750000/-divided into 3125000 equity share ofRs 10/- each and 50000 15% Redeemable Preference shares of Rs 10/- each. Paid up sharecapital of the Company is Rs 30002000/- divided in 3000200 Equity shares of Rs 10/- each.

9. LISTING

The Equity Shares of your Company is listed on Bombay Stock Exchange (BSE) Limited. TheCompany confirms that it has paid the Annual Listing Fees to BSE where the Company'sShares are listed.

10. DIRECTORS:

In accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith the Articles of Association of the Company Mr. Rakesh Gupta (DIN: 00014139)Executive Director of the Company is liable to retire by rotation at the forthcoming 45th(Forty-Fifth) Annual General Meeting (AGM) and being eligible has offered himself forre-appointment.

Upon recommendation of the Nomination and Remuneration Committee of the Company and asapproved by Board of Directors via Circular Resolution on April 24 2020 Mr. Mayank Gupta(DIN: 00244850) was appointed as an "Additional Director (Executive)" on theBoard of the Company w.e.f. April 24 2020 and was further appointed as an "ExecutiveDirector" by the members of the Company at their 44th Annual GeneralMeeting of the Company held on September 29 2020.

Further the members in their 44th Annual General Meeting held on September29 2020 had also appointed/reappointed following Directors:

1. Mr. Ajay Gupta (Din: 03644871) appointed as an "Non-Executive IndependentDirector" of the Company for a term of 5 (five) consecutive years commencing fromMarch 26 2020 upto March 25 2025 (both days inclusive).

2. Mr. Ankur Chouksey (DIN: 08703922) appointed as an "Non-Executive IndependentDirector" of the Company for a term of 3 (three) consecutive years commencing fromMarch 26 2020 upto March 25 2023 (both days inclusive).

3. Re-appointment of Mr. Kishore Gupta (Din: 00014205) as a "Chairman andManaging Director" of the Company for another term of 5 (Five) consecutive yearscommencing from March 26 2020 upto March 25 2025 (both days inclusive).

4. Reappointment of Mr. Rakesh Gupta (DIN: 00014139) as whole time Director for anotherterm of 5 (Five) consecutive years commencing from September 29 2020 upto September 282025 (both days inclusive).

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has obtained a Certificate from a Company Secretary in Practicecertifying that none of the Directors of the Company have been debarred or disqualifiedfrom being appointed or continuing as Directors of companies by the Securities andExchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by anysuch statutory authority.

11. KEY MANAGERIAL PERSONNEL (KMP):

The following are the Key Managerial Personnel (KMP) of your Company pursuant to theprovisions of Section 203 of the Companies Act 2013 as on March 31 2021:-

1. Mr. Kishore Gupta (Din: 00014205) Chairman and Managing Director

2. Mr. Rakesh Gupta (DIN: 00014139) Whole - Time Director & Chief FinancialOfficer

3. Ms. Priya Solanki Company Secretary & Compliance Officer

12. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 5 (Five) times during Financial Year 2020-21on 29/06/2020 20/08/2020 12/11/2020 11/01/2021 and 12/02/2021. The details of BoardMeetings and the attendance of the Directors there at are provided in the CorporateGovernance Report. The intervening time gap between two consecutive Meetings of the Boardwas within the limit prescribed under the Companies Act 2013.

13. BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI (LODR) Regulations2015 the performance evaluation of Independent Directors has been done by all Directorsexcept Director being evaluated and performance evaluation of the Committees of the Boardand individual Directors has been done by the entire Board of Directors as a whole.

The Structured Rating sheets for evaluation of Independent Directors its ownperformance and that of its committees and individual Directors were placed down beforethe Directors. Directors assigned the specific ratings in Rating Sheets after taking intoconsideration various aspects and vital feedback was received from them on how the Boardcurrently operates and how it might improve its effectiveness. The Board of Directors hasexpressed its satisfaction with the evaluation process.

14. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directors ofthe Company to the best of their knowledge and ability confirm that:

a) in the preparation of the annual accounts for the financial year ended March 312021 the applicable accounting standards and Schedule III of the Companies Act 2013 hadbeen followed along with proper explanation relating to material departures;

b) they have 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 profitof the company for that period;

c) they have taken proper and sufficient care has been taken for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the company and for preventing and detecting fraud and other irregularities;

d) They have prepared Annual accounts on a going concern basis;

e) They have laid down internal financial controls to be followed by the Company andsuch internal financial controls are adequate and were operating effectively; and

f) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

15. INDEPENDENT DIRECTORS:

Company had following three Independent Directors as on March 31 2021:

1. Mr. Ajay Gupta (DIN: 03644871)

2. Mr. Ankur Chouksey (DIN: 08703922)

3. Mrs. Shalini Mathur (DIN: 08386168)

All the Independent Directors of your Company viz. Mr. Ajay Gupta Mr. AnkurChouksey Mrs. Shalini Mathur have registered themselves with the databank maintained bythe Indian Institute of Corporate Affairs in terms of the provisions of Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2019 and the Companies(Creation and Maintenance of Databank of Independent Directors) Rules 2019.

Your Company has received declarations from all the above named Independent Directorsconfirming that they meet the criteria of independence as prescribed under Section 149(6)of the Companies Act 2013 read with the Schedules and Rules issued thereunder as wellas clause (b) of sub-regulation (1) of Regulation 16(1)(b) of the Listing Regulations(including any statutory modification(s) or re-enactment(s) thereof for the time being inforce) and the same have been taken on record by the Board after undertaking dueassessment of the veracity of the same.

In terms of Regulation 25(8) of the Listing Regulations the Independent Directors haveconfirmed that they are not aware of any circumstance or situation which exist or may bereasonably anticipated that could

impair or impact their ability to discharge their duties. All the Independent Directorsof the Company have complied with the Code for Independent Directors prescribed inSchedule IV to the Companies Act 2013.

The criteria for determining qualifications positive attributes and independence ofDirectors is provided in the Nomination and Remuneration Policy of the Company which isavailable on the website viz. www.stardeltatransformers.com at the web linkhttp://www.stardeltatransformers.com/other-disclosures.php

All the Independent Directors of the Company have complied with the Code forIndependent Directors as prescribed in Schedule IV to the Companies Act 2013.

The Independent Directors met once during the financial year 2020-21 i.e. on December8 2020 in terms of provisions of Schedule IV of the Companies Act 2013. All theindependent directors of the Company were present at the meeting.

16. TRAINING TO INDEPENDENT DIRECTORS:

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

The policy on such familiarization programmes is placed on the Company's website atwww.stardeltatransformers.com at the web linkhttp://www.stardeltatransformers.com/other-disclosures.php

17. COMMITTEES OF THE BOARD:

The Company's Board has the following Committees:

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 18of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has constituted/reconstituted its AuditCommittee from time to time. As on March 31 2021 the Composition of Audit Committee wasas follow:

S. Name & DIN No. Status (Chairman/Member) Category
1. Mr. Ajay Gupta (DIN:03644871) Chairman & Member Non-executive Independent Director
2. Mr. Ankur Chouksey (DIN:08703922) Member Non-executive Independent Director
3. Mr. Rakesh Gupta (DIN:00014139) Member Promoter Executive Director

There are no changes in the Composition of the Audit Committee during the FinancialYear 2020-21.

Audit Committee Meetings were held Five (5) times on 29/06/2020 20/08/202012/11/2020 11/01/2021 and 12/02/2021 during financial year 2020-21. The Company Secretaryand Compliance Officer acts as Secretary to the Audit Committee. The Board has acceptedall the recommendations of the Audit Committee.

B. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has constituted/reconstituted its Nominationand Remuneration Committee from time to time. As on March 31 2021 the Composition ofNomination and Remuneration Committee was as follow:

S. Name & DIN No. Status (Chairman/Member) Category
1. Mr. Ajay Gupta (DIN:03644871) Chairman & Member Non- executive Independent Director
2. Mr. Ankur Chouksey (DIN:08703922) Member Non- executive Independent Director
3. Mrs. Shalini Mathur (DIN:08386168) Member Non- executive Women Independent Director

There are no changes in the Composition of the Nomination and Remuneration Committeeduring the Financial Year 2020-21.

Nomination and Remuneration Committee Meeting held only 1 (One) Time on 20/08/2020during Financial year 2020-21.

C. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 20of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has constituted/reconstituted itsStakeholders Relationship Committee from time to time. As on March 31 2021 theComposition of Stakeholders Relationship Committee was as follow:

S. Name & DIN No. Status (Chairman/ Member) Category
1. Mr. Ankur Chouksey (DIN:08703922) Chairman & Member Non- executive Independent Director
2. Mrs. Shalini Mathur (DIN:08386168) Member Non- executive Women Independent Director
3. Mr. Rakesh Gupta (DIN:00014139) Member Promoter Executive Director

There are no changes in the Composition of the Stakeholders Relationship Committeeduring the Financial Year 2020-21.

Stakeholders Relationship Committee Meetings held only 1 (One) time on 29/06/2020during Financial year 2020-21. Ms. Priya Solanki is the Secretary to Stakeholders'Relationship Committee. The Company Secretary and Compliance Officer attend all Meetingsof the Stakeholders' Relationship Committee.

Stakeholders Relationship Committee has been set up to redress complaints received fromany stakeholder. However the Company has not received any complaints from anyStakeholders during the year under review. There are no pending share transfers as onMarch 31 2021.

D. CORPORATE SOCIAL RESPONSIBILITY:

Corporate Social Responsibility Committee:

Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company hasconstituted/reconstituted its Corporate Social Responsibility (CSR) Committee from time totime. As on March 31 2021 the Corporate Social Responsibility (CSR) Committee comprisesof the following Members:-

S. Name & DIN No. Status (Chairman/ Member) Category
1 Mr. Kishore Gupta (DIN:00014205) Chairman & Member Promoter Executive Director
3. Mr. Rakesh Gupta (DIN:00014139) Member Promoter Executive Director
4. Mrs. Shalini Mathur (DIN:08386168) Member Non- executive Women Independent Director

There are no changes in the Composition of the Corporate Social Responsibility (CSR)Committee during the Financial Year 2020-21.

Corporate Social Responsibility Committee Meetings held only 1 (One) time on 30/01/2021during Financial year 2020-21.

CSR POLICY:

Your Company had updated its CSR Policy in its Board Meeting held on February 12 2021and is uploaded on the company's website athttp://www.stardeltatransformers.com/other-disclosures.php

ANNUAL REPORT ON CORPORATE SOCIAL RESPONSIBILITY (CSR) ACTIVITIES:

As per Rule 8 of Companies (Corporate Social Responsibility Policy) Rules 2014 isprepared and same is annexed with this Board's Report as "Annexure A".

The details of amount budgeted spent and unspent along with the reasons for notspending the allocated amount are included in the said report.

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

18. ANTI SEXUAL HARASSMENT POLICY:

The Company has zero tolerance towards sexual harassment at the workplace. The Companyhas formulated a Policy on Prevention of Sexual Harassment at Workplace for preventionprohibition and redressal of sexual harassment at workplace in accordance with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

Internal Complaints Committees have also been set up to redress any such complaintsreceived. However the Company has not received any complaints pertaining to SexualHarassment during the year under review.

19. ANNUAL RETURN:

The Annual Return for the Financial Year ended March 31 2021 in Form MGT-7 is beinghosted on the website of the Company viz. www.stardeltatransformers.com at the web linkhttp://stardeltatransformers.com/other-disclosures.php.

20. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIESACT 2013

The details of Loans Investments and Guarantees covered under Section 186 of theCompanies Act 2013 form a part of the Notes to the Financial Statements provided in thisAnnual Report.

21. RELATED PARTY TRANSACTIONS

All Related Party Transactions entered into by your Company during the Financial Year2020-21 were on arm's length basis and in the ordinary course of business. There were nomaterials significant Related Party Transactions entered into by the Company which mayhave a potential conflict with the interest of the Company. Accordingly as per provisionsof Sections 134(3)(h) and 188 of the Companies Act 2013 read with Rule 8(2) of theCompanies (Accounts) Rules 2014 disclosure of Related Party Transactions in Form AOC-2is not applicable.

The Company has given loan to Majestic Leasing Company Private Limited under Section185 of Companies Act 2013 approval of which had been taken from the Members of theCompany by passing Special Resolution in their 43rd and 44th AnnualGeneral meeting.

In compliance with the provisions of the Act and Regulation 23(2) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 Company has obtained omnibus approval from the Audit Committee and transactions werereported to the Audit Committee / Board at their quarterly meeting. All transactions withrelated parties were reviewed and approved by the Audit Committee and are in accordancewith the Policy on dealing with and Materiality of Related Party Transactions formulatedby the Company.

Attention of the Shareholders is also drawn to the disclosure of transactions withRelated Parties as set out in Note No. 30 of the Standalone Financial Statements formingpart of the Annual Report.

The policy on materiality of related party transactions as per Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 hasbeen available on the company's website at www.stardeltatransformers.com at the web linkhttp://www.stardeltatransformers.com/other- disclosures.php

22. DEPOSITS:

The Company has not accepted any deposits under the provisions of Section 73 of theCompanies Act 2013 read with Companies (Acceptance of Deposit) Rules 2014 as amended.

23. 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

2020-21 2019-20
I. Electricity
Purchased units 215265 299481
Total Amount (Rs) 2271159.00 3199831.00
Rate per unit (Rs) 10.55 10.68
Own generation
Diesel generator units 69 883
Units per litre of diesel 49.27 46.49
Average cost per unit (Rs) 49.27 46.49
II. Coal
Quantity (MT) -- --
Total Cost (Rs) -- --
Average Rate (Rs) -- --
B. C. Consumption per unit of production
Standard (if any) 2020-21 2019-20
Products Transformers 246.637 MVA 355.761 MVA
Units KVAH -- 215265 299481
Electricity/MVA -- 872.80 841.80
Coal -- - --

Technology absorption:

The Company continues to use the latest technologies for improving the productivity andquality of its services and products. The Company has not imported technology during thelast 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

24. 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

• Assess &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/ Secretarial

• Natural disaster

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.

25. INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS:

The Company has in place adequate internal financial controls with reference tofinancial statements. The Company has also appointed an Internal Auditor to ensurecompliance and effectiveness of the Internal Control Systems in place.

26. VIGIL MECHANISM:

The company has established Vigil Mechanism through its whistle Blower Policy approvedand adopted by Board of Directors in Compliance with Section 177 of the Companies Act2013 and Regulation 22 of Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

The Vigil Mechanism provides a proper platform to the directors and employees to reporttheir genuine concerns or any instances of illegal or unethical practices actual orsuspected fraud or violation of the Company's code of conduct or ethics policy anddisclosure/leak of unpublished price sensitive information to audit Committee or itsChairperson.

The Policy also provides adequate safeguards against victimization of director(s) oremployee(s) or any other person who avail the mechanism and also provide for direct accessto the chairperson of the Audit Committee in appropriate or exceptional cases. During F.Y2020-21 No incidents has been reported under Whistle Blower Policy. No personnel of theCompany were denied access to the Audit Committee.

The Whistle Blower Policy of the Company can be accessed at website of the Company athttp://www.stardeltatransformers.com/other-disclosures.php

27. MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEES:

It is hereby confirmed that the remuneration paid to Directors Key ManagerialPersonnel and other employees of the Company during the Financial Year 2020-21 was inconformity with the Nomination and Remuneration Policy of the Company.

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:

(In terms of Section 136 of the Companies Act 2013 the same is open for inspection atthe Registered Office of the Company. Copies of this statement may be obtained by themembers by writing to the Company Secretary at the Registered Office of the Company.)

A. The percentage increase in remuneration of each director chief executive officerchief financial officer company secretary in the financial year 2020-21 and the ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 202021 are as under:

S. Name of No. Directors Designation Remuneration (Amount in Per annum Percentage (%) Increase in remuneration in the financial year 2020-21 Ratio of remuneration of Directors to Median Remuneration
01. Mr. Kishore Gupta (DIN:00014205) Chairman & Managing Director 2659633.00 14.68% 12.95:1
02. Mr. Rakesh Gupta (DIN:00014139) Whole Time Director & CFO 1700700.00 9.09% 8.28:1
03. Mr. Mayank Gupta (DIN:00244850) Executive Director 1440000.00 # 7.01:1
04 Ms. Priya Solanki Company Secretary 480000.00 18.52% Not Applicable

Notes:

• Number of permanent employees on the rolls of Company: (as on 31.03.2021): 36Employees

• Median basic remuneration of employees other than directors for the financialyear 2020-21 is Rs 205440.00

• Non-Executive Independent Directors were not paid any remuneration duringfinancial year 2020-21. They were paid Sitting fees whose details have been given inCorporate Governance report attached with this Annual Report.

• Mr. Mayank Gupta (DIN: 00244850) was appointed as an "Additional Director(Executive)" on the Board of the Company w.e.f. April 24 2020 and was furtherappointed as an "Executive Director" by the members of the Company at their 44thAnnual General Meeting of the Company held on September 29 2020. As his appointment wasmade during the year it cannot be compared from any previous year.

B. The percentage increase in the median remuneration of employees in the financialyear 2020-21:

2020-21 2019-20 Percentage Increase/decrease in median remuneration in 2020-21
Median Remuneration of employees other than whole time directors 205440 137100 49.85%

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

Total permanent employees as on 31.03.2021 were 36 excluding Directors.

D. Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:

During the year under review there is no increase in the salary of Employees 14.68%increase in the remuneration of Mr. Kishore Gupta (DIN:00014205) Chairman & ManagingDirector and 9.09% increase in the remuneration of Mr. Rakesh Gupta(DIN:00014139)Whole-time director & Chief financial officer.

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.

E. 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.

F. Statement containing the particulars of employees in accordance with Rule 5 (2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forFinancial year ended March 31.2021:

1) Names of top 10 Employees Employed throughout the Financial Year 2020-21 and whowere paid remuneration of not less than Rs 1.02 Crores per annum:

Name of Employee Designation Remuneration received (In Nature of employment whether contractual or otherwise Qualifications and experience of the employee Date of Commencement of employment Age Last employment held before joining the Company % of Equity shares held in the Company. whether relative of any Director or manager of the Company and name of such Director or manager
NIL

2) Names of top 10 Employees Employed for a part of the financial year 2020-21 and whowere paid monthly remuneration of not less than Rs 80.5 lakh per annum:

Name of Employee Designation Remuneration received (In Nature of Employment whether contractual or otherwise Qualifications and experience of the employee Date of Commencement of employment Age Last employment held before joining the Company % of Equity shares held in the Company. whether relative of any Director or manager of the Company and name of such Director or manager
NIL

3) Employee employed throughout the financial year or the part thereof was in receiptof remuneration that year which in the aggregate or the case may be at a rate which inthe aggregate is in excess of that drawn by the managing director or whole-time directoror manager and holds by himself or along with his spouse and dependent children not lessthan 2% of the equity shares of the company: Nil

28. 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.

29. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account

30. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

31. TRANSFER TO INVESTOR EDUCATION AND PROVIDENT FUND:

In terms of the applicable provisions of the Act read with the Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") dividend(s) which are unpaid and unclaimed for a period of seven yearsare required to be transferred to the Investor Education and Protection Fund("IEPF") administered by the Central Government.

During the year under review the Company in compliance with the aforesaid provisionsand the said Rules has transferred Rs 35927.50/- along with Interest amount of Rs 6132/-to Investor Education and Protection Fund ("IEPF") for the Financial Year2012-13.

Shareholders are informed that the dividend amount for the Financial Year 2013-14remaining unclaimed shall become due for transfer on November 6 2021 to the InvestorEducation and Protection Fund (IEPF) established by the Central Government in terms ofSection 124 of the Companies Act 2013 on expiry of 7 (seven) years from the date of itsdeclaration. Shareholders are requested to note that no claim shall lie against theCompany in respect of any amount of dividend remaining unclaimed / unpaid for a period of7 (seven) years from the dates they became first due for payment.

Any Shareholder who has not claimed the dividend in respect of the Financial Year2013-14 is requested to approach the Company / the Registrar and Share Transfer Agents ofthe Company for claiming the same as early as possible preferably on or before October31 2021. The Company has already send reminders to all such Shareholders at theirregistered addresses for claiming the unpaid / unclaimed dividend which will betransferred to IEPF in the due course.

The details of Dividend declared from the Financial Year 2013-14 onwards and thedividend lying unpaid and unclaimed as on March 31 2021 are as under:

(Amount in Rs)

Financial Year Date of Declaration of Dividend Amount of Dividend declared per equity share Amount lying in the Unpaid Dividend Account as on March 31 2021 Last Date for claiming Unpaid/ Unclaimed dividend
2013-14 30/09/2014 0.50 41130.00 06/11/2021
2014-15 30/09/2015 0.50 27847.00 06/11/2022

There is a separate section under Company's Website to disseminate all Information inrelation to IEPF such as Unpaid and Unclaimed Dividend Shares transferred or liable to betransferred advertisement notices etc. Details of the same can be accessed from thewebsite of the company at http://www.stardeltatransformers.com/iepf.php. The Company hasuploaded the Shareholder wise details of said unpaid and unclaimed amounts lying with theCompany as on March 31 2021 on the website of the Company at:http://www.stardeltatransformers.com/iepf.php

Members who have not en cashed their dividend(s) so far in respect of the aforesaidperiod(s) are requested to make their claim to the at its registered office 92AIndustrial Area Govindpura Bhopal - 462023 ph: 0755-2586680 Email :star.delta@rediffmail.com or to the Registrar and Share Transfer Agent M/s. Link IntimeIndia Private Limited at C 101 247 Park LBS Marg Vikhroli west Mumbai 400083 Ph. No.:+9122 49186270 Email: iepf.shares@linkintime.co.in well in advance of the above duedates.

The Nodal Officer of the Company for coordination with IEPF Authority is Mr. RakeshGupta-CFO of the Company and following are the contact details:

Email ID: star.delta@rediffmail.com/ cs.sdtl77@gmail.com Telephone No.: +91-755-2586680

32. COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND("IEPF") SUSPENSE ACCOUNT:

Pursuant to the provisions of Sections 124 and 125 of the Companies Act 2013 and theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 (as amended) all Equity Shares on which dividend has not been paid or claimedfor 7 (seven) consecutive years or more shall be transferred to the Investor Education andProtection Fund (IEPF) authority after complying with the procedure laid down under thesaid Rules.

The Company in compliance with the aforesaid provisions and the said Rules hastransferred 16 (Sixteen) Equity Shares of the Face Value of Rs 10/- each belonging to 14(Fourteen) Shareholders underlying the unclaimed dividends for the Financial Year 2012-13to Investor Education and Protection Fund (IEPF) authority.

Attention is drawn to the shareholders of the Company that Any Shareholder who has notclaimed the dividend in respect of the Financial Year 2013-14 is requested to approach theCompany / the Registrar and Share Transfer Agents of the Company for claiming the same asearly as possible preferably on or before October 31 2021. The Company has already sendreminders to all such Shareholders at their registered addresses for claiming the unpaid /unclaimed dividend which will be transferred to IEPF in the due course. If Company willnot receive any Communication from any shareholders of whom Dividend has been unpaid andunclaimed since 2013-14 the Company in Compliance with abovementioned rules will transferall Equity Shares transferred to the IEPF.

Shareholders may note that the dividend and Equity Shares transferred to the IEPF canbe claimed back by the concerned Shareholders from the IEPF Authority after complying withthe procedure prescribed under the Investor Education and Protection Fund Authority(Accounting Audit Transfer and Refund) Rules 2016.

33. CODE OF CONDUCT:

Regulation17(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. All the Board members and SeniorManagement personnel have affirmed compliance with the code for the year ended March 312021. A declaration to this effect signed by the Managing Director forms part of theCorporate Governance report.

34. CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 ('ListingRegulations') and Schedule V of Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 a detailed report on CorporateGovernance for the Financial year 2020-21 is included in the Annual Report.

M/s. Piyush Bindal & Associates Company Secretaries have certified the Company'scompliance with the requirements of Corporate Governance in terms of Regulation 34 andSchedule V of the Listing Regulations and their Compliance Certificate for the financialyear 2020-21 is annexed to the Report on Corporate Governance.

35. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute ofCompany Secretaries of India (ICSI) as applicable.

36. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("SEBI (LODR) Regulations 2015") mandated theformulation of certain policies for all listed companies. All our Corporate GovernancePolicies are available on the Company's website www.stardeltatransformers.com at the weblink http://www.stardeltatransformers.com/other- disclosures.php. The Policies arereviewed periodically by the Board and its Committees and are updated based on the needand new compliance requirement.

The key Policies that have been adopted by the Company are as follows:

1. Risk Management Policy

2. Corporate Social Responsibility Policy

3. Nomination and Remuneration Policy

4. Whistle Blower Policy / Vigil Mechanism

5. Policy on Prevention of Sexual Harassment at Workplace

6. Policy on Materiality of Related Party Transactions and dealing with Related PartyTransactions.

7. Code of Conduct for Insider Trading (Prohibition of Insider Trading)

8. Policy on Criteria for determining Materiality of Events

9. Archival Policy

10. Code of Practices and Procedures for Fair Disclosure of Unpublished Price SensitiveInformation (UPSI)

11. Policy for Procedure for Inquiry in case of Leak of Unpublished Price SensitiveInformation (UPSI)

12. Code of Conduct for the Board of Directors and Senior Management Personnel

13. Policy on Familiarization Programmes for Independent Directors

37. MANAGEMENT DISCUSSION & ANALYSIS:

The Management Discussion and Analysis Report for the year under review as stipulatedunder Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 forms part of the Annual Report.

38. AUDITORS AND REPORT THEREON:

1. STATUTORY AUDITOR

In terms of the provisions of Section 139 of the Companies Act 2013 the members ofthe Company at its 41st Annual General Meeting (AGM) held on September 28th2017 had appointed M/s. S.L. Khabya & Co Chartered Accountants (FR No. 000004C) asthe Statutory Auditors of the Company for a period of five years i.e. up to the conclusionof the AGM of the Company for the financial year 2021-22.

The Requirement to place the matter relating to ratification of appointment of Auditorsby members at every Annual General meeting is done away with vide notification datedMay7th 2018 issued by the Ministry of Corporate Affairs New Delhi. Accordingly Noresolution is proposed for ratification of appointment of M/s. S. L. Khabya & Co.Chartered Accountants (FRN: 000004C) Statutory Auditors who were appointed in the 41stAnnual General Meeting held on September 28th 2017 to hold office till the conclusion ofthe 46th Annual General Meeting.

M/s. S.L. Khabya & Co Chartered Accountants (FR No. 000004C) have confirmed thatthey are not disqualified from continuing as Auditors of the Company.

There are no qualifications or adverse remarks in the Auditors Report which requiredany clarification/explanation. The notes on financial statements are self-explanatory andneeds no further explanation.

Further the Auditors' Report for the financial year ended March 31 2021 is annexedwith this annual report for your kind perusal and information.

2. SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Board ofDirectors had on recommendation of the Audit Committee at its Meeting held on August 202020 appointed M/s. Piyush Bindal & Associates Company Secretaries CP No. 7442Bhopal to undertake the Secretarial Audit of the Company for the Financial Year 2020-21.

M/s. Piyush Bindal & Associates Secretarial Auditors has issued Secretarial AuditReport in prescribed format MR-3 for the Financial Year ended March 31 2021 and isannexed herewith as ' Annexure B' to this Board's Report.

Secretarial Audit Report for Financial Year Ended March 31 2021 is unmodified i.e.they do not contain any qualification reservation or adverse remark.

Your Board of Directors has upon recommendation of the Audit Committee at its Meetingheld on August 13 2021 re-appointed M/s. Piyush Bindal & Associates CompanySecretaries CP No. 7442 Bhopal as the "Secretarial Auditors" of your Companyfor the Financial Year 2021-22.

3. COST AUDIT:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and the Companies (Cost Records and Audit) Rules 2014 the costrecords are required to be maintained by your Company and the same are required to beaudited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors had on recommendation of the Audit Committee at its Meetingheld on August 20 2020 had appointed M/s. Sanjay Kasliwal Cost Accountants (FirmRegist ration No. 100888) as the "Cost Auditors" of the Company for theFinancial Year 2020-21.

Further your Board of Directors has upon recommendation of the Audit Committee atits Meeting held on August 13 2021 re-appointed M/s. Sanjay Kasliwal Cost Accountants(Firm Registration No. 100888) as the "Cost Auditors" of your Company for theFinancial Year 2021-22.

The remuneration proposed to be paid to the Cost Auditor for auditing the costaccounting records of the company for the financial year 2021-22 on a remuneration of Rs30250/- per annum plus out of pocket expenses that may be incurred which is subject tothe ratification by the members at the ensuing 45 th (Forty Fifth) Annualgeneral meeting of the company.

The Company has received consent from M/s. Sanjay Kasliwal Cost Accountants to act asthe Cost Auditor for conducting audit of the cost records for the financial year 2021-22along with a certificate confirming their independence and arm's length relationship.

39. 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 to employees of the Company under Employee stock option Scheme.

4. Issue of shares (including sweat equity shares) to directors or employees of theCompany under any scheme.

5. Buy Back of Shares.

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

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

During the year under review there is no fraud being or has been committed in theCompany or against the Company by officers or employees of the Company which arereportable by the Auditors to the Central Government or to the Board or to the AuditCommittee under Section 143(12) of the Companies Act 2013; therefore no disclosurerequired in this regard.

41. HUMAN RESOURCES:

Your Company treats its "human resources" as one of its most importantassets. Your Company continuously invests in attraction retention and development oftalent on an ongoing basis. A number of programs that provide focused people attention arecurrently underway. Your Company thrust is on the promotion of talent internally throughjob rotation and job enlargement

42. ACKNOWLEDGEMENT

The Board of Directors place on record sincere gratitude and appreciation for all theemployees at all levels for their hard work solidarity cooperation and dedication duringthe year. The Board conveys its appreciation for its customers shareholders suppliers aswell as vendors bankers business associates regulatory and government authorities fortheir continued support.

For & on behalf of the Board of Directors of Star Delta Transformers Limited
Date: August 13 2021 Kishore Gupta Rakesh Gupta
Place: Bhopal Chairman & Managing Director Whole Time Director
(DIN: 00014205) (DIN:00014139)

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