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Star Delta Transformers Ltd.

BSE: 539255 Sector: Engineering
NSE: N.A. ISIN Code: INE541K01014
BSE 00:00 | 27 Mar 85.70 4.00
(4.90%)
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77.65

HIGH

85.70

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77.65

NSE 05:30 | 01 Jan Star Delta Transformers Ltd
OPEN 77.65
PREVIOUS CLOSE 81.70
VOLUME 3
52-Week high 148.70
52-Week low 72.10
P/E 5.42
Mkt Cap.(Rs cr) 26
Buy Price 86.00
Buy Qty 10.00
Sell Price 85.70
Sell Qty 33.00
OPEN 77.65
CLOSE 81.70
VOLUME 3
52-Week high 148.70
52-Week low 72.10
P/E 5.42
Mkt Cap.(Rs cr) 26
Buy Price 86.00
Buy Qty 10.00
Sell Price 85.70
Sell Qty 33.00

Star Delta Transformers Ltd. (STARDELTATRANS) - Director Report

Company director report

To

THE MEMBERS OF

STAR DELTATRANSFORMERS LIMITED

BHOPAL

Your Directors have pleasure in presenting their 43rd Annual Report together with theAudited Financial Results of the Company for the Financial year ended March 31st 2019.

1. FINANCIAL HIGHLIGHTS AND OPERATION:

Particulars 2018-19 2017-18
Revenue From Operation 1284020649.82 662247626.44
Other Income 5299466.27 8232551.80
Total Revenue 1289320116.09 670480178.24
Profit before Depreciation &Tax 82820165.27 40167388.49
Depreciation 7385177.00 7693153.33
Profit before tax 75434988.27 32474235.16
CurrentTax 22347754.10 11400000.00
Deferred tax (3000000.00) (700000.00)
Profit after tax 56087234.17 21774235.16
Earnings per Share (Rs.):- 18.69 7.26
Basic:
Diluted: 18.69 7.26

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

During the year under report

a) The Company earned a total revenue of Rs. 1289320116.09/- as compared to thetotal revenue of Rs.670480178.24/- earned during previous year. It is Increased by93.89%.

b) The Company's profit before tax has been also increased to Rs. 75434988.27/- fromRs 32474235.16/- as reported in previous year. It is increased by 132.29%.

c) After charging all expenses and taxes the Company gained a net profit of Rs.56087234.17/- as compared to the net profit of Rs. 21774235.16/- gained duringprevious year. It is increased by 157.59%.

d) The earnings per share (EPS) are Rs. 18.69 as compared to Rs. 7.26 as reported inthe previous year.

Overall the members of company will notice that company has been shown growth in everykey area and is continuously taking more efforts to evaluate more opportunities in themarket. The Company is Expected good Demand for the Distribution and PowerTransformers andpower related equipment's and massive investments are planned in coming years by the Govt.(Central & States) as well as private sector.

3. CHANGE INTHE NATURE OF BUSINESS:

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

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 31st 2019.

5. TRANSFERTO RESERVES INTERMS OF SECTION 134(3)(J) OFTHE COMPANIES ACT 2013:

During the financial year under review the Company has transferred an amount of Rs.70000000/- to General Reserve account.

6. DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES:

As on March 31st 2019 the Company does not have any Subsidiary /Joint Venture/Associate Companies.

Further no Company has become or ceased to be Subsidiaries Joint Ventures or AssociateCompany 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 31.03.2019 OF THECOMPANYTOWHICHTHE FINANCIAL STATEMENTS RELATE ANDTHE DATE OFTHE REPORT:

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

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 share capital of the Company is Rs. 30002000/- divided in 3000200 Equity sharesof Rs. 10/- each.

9. LISTING

The Equity Shares ofYour Company are 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 AND KMP:

During the financial year 2018-19 the following changes have occurred in theconstitution of Directors/KMP of the Company:

l Ms. Chhavi Kharb (Non-ExecutiveWomen Independent Director) vacates the office ofDirector in the Company pursuant to Disqualification suffered by her under Sec. 164(2) ofthe Companies Act 2013 with effect from March 11th 2019. Board also took the note ofthe same in the meeting Held on March 11th 2019.

• Upon recommendation of the Nomination and Remuneration Committee of the Companyand as approved by the Board of Directors at their Meetings held on March 11th 2019.Mrs. Shalini Mathur was appointed as the Additional Director and Designated asWomenIndependent Director for a period of 5 years w.e.f. March 11th 2019 subject to theapproval of members in ensuing 43rd Annual General Meeting.

• Your Directors state that Mrs. Shalini Mathur who is proposed to be appointed asNon-Executive Women Independent Director possess appropriate skills expertise andknowledge and is qualified for appointment as Women Independent Director.

• Your Directors recommend the appointment of Mrs. Shalini Mathur asNon-Executive Women Independent Director as proposed in the notice of the ensuing 43rdAnnual General Meeting (AGM).

• Ms. Ankita Upadhyay resigned from the post of Company Secretary Cum ComplianceOfficer with effect from closing of the business hours on 10th October 2018.

• Upon recommendation of the Nomination and Remuneration Committee of the Companyand as approved by the Board of Directors at their Meetings held on 10th October 2018 Ms.Priya Solanki was appointed as the Company Secretary Cum Compliance officer of the Companyw.e.f. 11th October 2018.

• In Pursuant to provisions of section 152 and Articles of Association of theCompany Mr. Rakesh Gupta (DIN: 00014139) Whole Time Director of the Company is liable tobe retire by rotation at the forthcoming 43rd Annual General Meeting (AGM) and beingeligible has offered himself for re-appointment.

11. DECLARATION BY INDEPENDENT DIRECTORS:

Company has following three Independent Directors as on March 31st 2019: 1. Mr.Laxmendra Maheshwari (DIN:00278005) 2. Mr. Shahshendra Lahri (DIN:02704101) 3. Mrs.Shalini Mathur (DIN: 08386168.)

The Company has received declarations from all the above named Independent Directorsconfirming that they meet the criteria of independence as prescribed under the provisionsof the Act read with the Schedules and Rules issued thereunder as well as clause (b) ofsub-regulation (1) of Regulation 16 of the Listing Regulations (including any statutorymodification(s) or re-enactment(s) thereof for the time being in force). In terms ofRegulation 25(8) of the Listing Regulations the Independent Directors have confirmed thatthey are not aware of any circumstance or situation which exist or may be reasonablyanticipated that could impair or impact their ability to discharge their duties.

A separate meeting of Independent Directors of the Company was conducted on 17thDecember 2018 in terms of provisions of Schedule IV of the Companies Act 2013. All theindependent directors of the Company were present at the meeting.

12. 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 policy on such familiarization programmes are placed on the Company's websitehttp:// www.stardeltatransformers.com/other-disclosures.php

13. NUMBER OF MEETINGS OFTHE BOARD:

Following 7 (seven) Meetings of the Board of Directors were held during theFinancialYear 2018-19:

S. No. Date of Meeting Board Strength No. of Directors Present
1 30/05/2018 5 5
2 28/06/2018 5 5
3 10/08/2018 5 5
4 10/10/2018 5 5
5 10/11/2018 5 5
6. 09/02/2019 5 4
7. 11/03/2019 4 4

Note: Ms. Chhavi Kharb vacates the office of Director in the Company pursuant toDisqualification suffered by her under Sec. 164(2) of the Companies Act 2013 with effectfrom 11/03/2019 hence was not counted in the strength of the Board of Directors in themeeting held on 11/03/2019.

14. COMMITTEES OFTHE 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 31st 2019 the Audit Committee comprises of thefollowing Members:-

S. No. Name & DIN Status (Chairman/ Member) Category
1 Mr. Shashendra Lahri (DIN: 02704101) Chairman Independent/ Non-executive Director
2 Mr. Laxmendra Maheshwari (DIN:00278005) Member Independent/ Non-executive Director
3 Mr. Rakesh Gupta (DIN:00014139) Member Promoter/ Executive Director

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 31st 2019 the Nomination andRemuneration Committee comprises of the following Members:-

S. No. Name & DIN Status (Chairman/ Member) Category
1 Mr. Laxmendra Maheshwari (DIN:00278005) Chairman Independent/ Non-executive Director
2 Mr. Shashendra Lahri (DIN:02704101) Member Independent/ Non-executive Director
3 Mrs. Shalini Mathur (DIN: 08386168) Member Independent/ Non-executive Director

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 31st 2019 theStakeholders Relationship Committee comprises of the following Members:-

S. No. Name & DIN Status (Chairman/ Member) Category
1 Mr. Laxmendra Maheshwari (DIN:00278005) Chairman Independent/ Non-executive Director
2 Mrs. Shalini Mathur (DIN: 08386168) Member Independent/ Non-executive Director
3 Mr. Rakesh Gupta (DIN:00014139) Member Promoter/ Executive Director

15. 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 31st 2019 the Corporate Social Responsibility (CSR) Committeecomprises of the following Members:-

S. No. Name & DIN Status (Chairman/ Member) Category
1 Mr. Kishore Gupta (DIN:00014205) Chairman Promoter/ Executive Director
2 Mr. Rakesh Gupta (DIN:00014139) Member Promoter/ Executive Director
3 Mr. Laxmendra Maheshwari (DIN:00278005) Member Independent/ Non-Executive Director

During the year under review i.e. financial year 2018-19 Company ceases to be acompany covered under 135(1) of Companies Act 2013 hence Corporate social responsibilityand its annual report were not applicable to the Company although the Company at itsdiscretion Donate the following amount towards Charitable Activities:

Sr. No Activity Sector in which the Donation is covered Location of Donation Donation Amount
1. Donation to Friends of tribals society- OneTeacher School (OTS) Project for Primary Education of Children's. Promoting education including special education and employment enhancing vocation skills especially among children. 1. Local 200000/-
2. Bhopal

However Net Profit of the Company for the Financial year ended March 31st 2019 isabove 5 crore hence CSR will again applicable to the Company from this year onwards.Company will make concerted efforts to spend the CSR amount as will be evaluated and woulddisclose the details in next annual reports as per the Provisions of Companies Act 2013.

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

16. 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 atWorkplace for preventionprohibition and redressal of sexual harassment at workplace in accordance with the SexualHarassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013. Allwomen employees (permanent contractual temporary trainees) are covered under thispolicy.

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.

17. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and the SEBI Regulations theperformance evaluation of Independent Directors has been done by all Directors exceptDirector being evaluated and performance evaluation of the Committees of the Board andindividual Directors has been done by the entire Board of Directors as a whole.

Rating sheets for evaluation of Independent Directors its own performance and that ofits committees and individual Directors were placed down before the Directors. Directorsevaluate the performance of Independent Directors on various parameters such as Attendanceand participations in the Board and Committees meetings Contribution to strategicdecision making Safeguard of confidential information Rendering independent unbiasedopinion and resolution of issues at meetings Initiative in terms of new ideas andplanning for the Company Safeguarding interest of whistle-blowers under vigil mechanismand the performance of Committees on the parameters such as Composition of the CommitteesExperience of competencies Performance of specific duties & obligations Governanceissues.

Directors assigned the specific ratings in Rating Sheets as per the Criteria mentionedabove and final performance evaluation report as received by Directors was taken on recordby the Board.

The Board concluded that the performance of the Committees is satisfactory and theevaluation results reflect the overall engagement and effectiveness of the Committees.

18. EXTRACT OF ANNUAL RETURN:

The extract of the Annual Return of the Company as on March 31st 2019 in Form MGT - 9in accordance with Section 92 (3) of the Act read with Companies (Management andAdministration) Rules 2014 is available on the website of the Company athttp://www.stardeltatransformers.com and is set out in Annexure-A to this Report.

19. LOANS GUARANTEES AND INVESTMENTS

The Company has not given any loan or guarantee or security or made any investment ascontemplated by section 186 of the Companies Act 2013 during the financial year.

Further the details of previous loan or /guarantee or /security or any /investmentcovered under the provisions of Section 186 of the Companies Act 2013 forms a part of theNotes to the Financial Statements provided in the Annual Report for the FinancialYear2018-19.

20. RELATED PARTYTRANSACTIONS

During the year under review the Company revised its Policy on dealing with andMateriality of Related Party Transactions in accordance with the amendments to theapplicable provisions of the Listing Regulations. The Policy is also available on thewebsite of the Company at http://www.stardeltatransformers.com/other-disclosures.php

All contracts/arrangements/transactions entered into by the Company with RelatedParties were in ordinary course of business and on arm's length basis. The Company has notentered into any contracts/arrangements/transactions with related parties which qualify asmaterial in accordance with the Policy of the Company on materiality of related partytransactions.

All transactions with related parties were reviewed and approved by the Audit Committeeand are in accordance with the Policy on dealing with and Materiality of Related PartyTransactions formulated by the Company.

The details of the related party transactions as per Indian Accounting Standards (INDAS) - 24 are set out in Note 30 to the Standalone Financial Statements of the Company.

Form AOC - 2 pursuant to Section 134 (3) (h) of the Companies Act 2013 read with Rule8(2) of the Companies (Accounts) Rules 2014 is set out in the Annexure-B to this report.

21. 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.

22. 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

2018-19 2017-18
I. Electricity
Purchased units 466456 361447
Total Amount (Rs) 4301585 3706028
Rate per unit (Rs) 9.22 10.25
Own generation
Diesel generator units 673 922
Units per litre of diesel 41.89 41.32
Average cost per unit (Rs) 41.89 41.32
II. Coal
Quantity (MT)
Total Cost (Rs)
Average Rate (Rs)

B. Consumption per unit of production

Standard (if any) 2018-19 2017-18
Products Transformers 1111.707 577.592
Units KVAH 466456 361447
Electricity/MVA 419.59 625.78
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

23. 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

• dentified 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.

24. INTERNAL FINANCIAL CONTROLSWITH REFERENCETOTHE 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.

25. VIGIL MECHANISM:

The company has establishedVigil 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.

TheVigil 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.Y2018-19 No incidents has been reported under Whistle Blower Policy.

No personnel of the Company 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

26. 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:

(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 2018-19 and the ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2018-19 are as under:

S. No. Name of Directors Designation Remuneration (Amount in Rs.) Percentage (%) Increase in remuneration in the financial year 2018-19 Ratio of remuneration of Directors to Median Remuneration*
01. Mr. Kishore Gupta Chairman & Managing Director 2108304 10% 14.86:1
(DIN:00014205)
02. Mr. Rakesh Gupta WholeTime Director 1405536 10% 9.91:1
(DIN:00014139)

NOTES:

• Number of employees for calculations (as on 31.03.2019)

• Median basic remuneration of employees other than directors for the financialyear 2018-19 is Rs. 141840.

• There was no change/Increase or Decrease in Remuneration of Company Secretary ofthe Company during Financial Year 2018-19. Ms. Ankita Upadhyay resigned on October 10th2018 from the post of Company Secretary and Ms. Priya Solanki was appointed as CompanySecretary of the Company w.e.f October 11th 2019 at the same Remuneration.

B. The percentage increase in the median remuneration of employees in the financialyear 2018-19:

2018-19 2017-18 Percentage increase in median remuneration in 2018-19
Median Remuneration of employees other than whole time directors 141840 134340 5.58%

C. The number of permanent employees on the rolls of Company: Total permanent employeesas on 31.03.2019 are Forty six 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:

On an average individual employees remuneration increased by 7%-8% from Financial year2017-18 to Financial year 2018-19There was 10% increase in the remuneration of Mr.Kishore Gupta (DIN:00014205) Chairman & Managing Director and Mr. Rakesh Gupta(DIN:00014139)Whole-time director & Chief financial officer in the financial year2018-19

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 31st 2019:

1) Names of top 10 Employees Employed throughout the FinancialYear 2018-19 and who werepaid remuneration of not less than Rs. 1.02 Crores per annum:

Name of Employee Designation Remuneration received (In Rs.) Nature of employment whether contractual or otherwise Qualifications & experience of the employee . Date of Commencement of employment Age Lat employment held before joining the Company % of Equity shares heldin 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 2018-19 and whowere paid monthly remuneration of not less than Rs. 80.5 lakh per annum:

Name of Employee Designation Remuneration received (In Rs.) Nature of employment whether contractual or otherwise Qualifications & experience of the employee . Date of Commencement of employment Age Lat employment held before joining the Company % of Equity shares heldin 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

27. 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.

28. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account

29. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

30. TRANSFERTO INVESTOR EDUCATION AND PROVIDENT FUND:

Pursuant to applicable provisions of the Companies Act 2013 (Act) read with theInvestor Education and Protection Fund Authority (Accounting AuditTransfer and Refund)Rules 2016 (including any statutory modification(s) or re-enactment(s) thereof for thetime being in force) (IEPF Rules) all unpaid or unclaimed dividends are required to betransferred by the Company to the Investor Education and Protection Fund (IEPF)established by the Central Government after completion of 7 (seven) years from the dateof transfer to Unclaimed Dividend Account on the Company. Further according to the IEPFRules the shares in respect of which dividend has not been claimed by the shareholdersfor 7 (seven) consecutive years or more shall also be transferred to the demat account ofthe IEPF Authority.

During the year under review the Company had sent individual notices and alsoadvertised in the newspapers seeking action from the shareholders who have not claimedtheir dividends for 7 (seven) consecutive years or more and has been unpaid and unclaimedsince 2010-11.

Accordingly Company has transferred to IEPF the following unclaimed dividends andcorresponding shares:

Particulars Amount of Dividend (Amount in Rs.) No. of Shares
Final Dividend for the Financial year 2010-11 Rs. 10200/- along with interest of Rs. 2314. Nil*

* Company received the response from the Shareholders in this regard; hence No Shareswere liable to be transferred to Investor Education and Protection Fund during the yearunder review.

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 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

31. 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/index.php.)All the Board members andSenior Management personnel have affirmed compliance with the code for the year endedMarch 31st 2019. A declaration to this effect signed by the Managing Director forms partof the Corporate Governance report.

32. CORPORATE GOVERNANCE:

As required by ScheduleV of Securities and Exchange Board of India (Listing Obligationsand Disclosure Requirements) Regulations 2015 a detailed report on Corporate Governancefor the Financial year 2018-19 is included in the Annual Report.

M/s. Piyush Bindal & Associates Company Secretaries have certified the Company'scompliance of the requirements of Corporate Governance in terms of ScheduleV of Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 and their Compliance Certificate for the Financial year 2018-19 is annexed to theReport on Corporate Governance.

33. 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.

34. Auditors and Report thereon:

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 28th 2017 hadappointed M/s. S.L. Khabya & Co Chartered Accountants (FR No. 000004C) as theStatutory Auditors of the Company for a period of five years i.e. up to the conclusion ofthe AGM of the Company for the financial year 2021-22.

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 31st 2019 is annexedherewith for your kind perusal and information.

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 October10th 2018 appointed M/s. Piyush Bindal & Associates Company Secretaries CP No.7442 Bhopal to undertake the Secretarial Audit of the Company for the FinancialYear2018-19.

The Secretarial Audit Report issued by M/s. Piyush Bindal & Associates SecretarialAuditors for the FinancialYear ended March 31st 2019 is in prescribed form MR-3 asannexed herewith as 'Annexure C'.

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 clarification in respect to the observations raised by the Secretarial auditor inSecretarial audit report as follows :

Secretarial Auditors' Remark : Partial compliance of the provisions of the Regulation47(3) of LODR regulations 2015 for audit period.

Management Explanation : Management clarified that the remark is for not uploading oneNewspaper advertisement to stock exchange published in month of April 2018 last year.The mistake was due to inadvertence and without any malafide intention. Company is incompliance with all the provisions of various acts applicable to the Company. However dueto inevitable reasons some points were missed. Company has taken note of the same andwill ensure compliance in the future.

Cost Audit:

The Company is required to maintain cost records for certain products as specified bythe Central Government under subsection (1) of Section 148 of the Act and accordinglysuch accounts and records are made and maintained in the prescribed manner.

The Board of Directors of the Company on the recommendations made by the AuditCommittee has appointed M/s. Sanjay Kasliwal Cost Accountants (Firm Registration No.100888) as the Cost Auditor of the Company to conduct the audit of cost records of certainproducts for the financial year 2019 - 20.

The remuneration proposed to be paid to the Cost Auditor for auditing the costaccounting records of the company for the financial year 2019-20 on a remuneration of Rs.30250/- per annum plus out of pocket expenses that may be incurred which is subject tothe ratification by the members at the ensuing 43rd Annual general 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 2019-20along with a certificate confirming their independence and arm's length relationship.

35. 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 orTribunals whichimpact the going concern status and Company's operations in future.

36. 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.

37. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 134(3)(c) and 134(5) of the Companies Act 2013 the Directorsconfirm that:

(a) in the preparation of the annual accounts for the financial year ended March 31st2019 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.

38. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions ofall applicable Secretarial Standards and that such systems are adequate and operatingeffectively.

39. 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 as wellas vendors bankers business associates regulatory and government authorities for theircontinued support.

On behalf of Board of Directors
Place : Bhopal Sd/- Sd/-
Date : August 13th 2019 (KISHORE GUPTA) (RAKESH GUPTA)
(DIN : 00014205) (DIN : 00014139)
MANAGING DIRECTOR & CHAIRMAN Whole-time DIRECTOR