Goldstar Power Ltd Directors Report.

To,

The Members,

GOLDSTAR POWER LIMITED,

Dear Members,

Your Directors are pleased to present their 20th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended on March 31, 2019.

FINANCIAL RESULTS:

Your Companys performance for the year ended on 31st March, 2019, is summarized as under: (Amount in Rs)

PARTICULARS

2018-19

2017-18

1. Revenue from Operation (Net)

36,36,52,264.00

43,23,73,728.00
2. Other Income

12,630,580.92

11,103,671.05
3. TOTAL REVENUE (1+2)

376,282,844.92

443,477,399.05

4. Cost of raw material consumed

277,896,114.52

34,03,85,936.15
5. Employees Benefits Expense

29,242,542.00

2,49,66,010.00
6. Changes in Inventories of Finished goods, work-in-progress and Stock-in-Trade

(6,604,835.99)

(63,31,527.63)
7. Finance Cost 8,583,413.21 1,42,02,651.33
8. Depreciation & Amortization Exp. 15,726,093.94 1,30,95,665.00
9. Other Expenses 45,312,825.48 5,21,35,187.97
10. TOTAL EXPENSE (4+9) 37,01,56,153.16 43,84,33,343.82
11. Profit/ (Loss) Before Tax 61,26,691.76 50,23,476.23
12. Current Tax 30,65,000.00 15,90,572.92
13. Deferred Tax (51,20,000.00) 11,58,000.00
14. Less: MAT Credit (19,24,869.30) (6,14,902.45)
15. PROFIT/ (LOSS) AFTER TAX (PAT) 1,01,06,561.06 28,89,805.76

1. OPERATIONAL RESULTS AND STATE OF COMPANY AFFAIRS:

The Highlights of Companys performance for the year ended on March 31, 2019:

Total Revenue from Operations decreased from Rs. 43.23 Crores of previous F.Y. 2017-18 to Rs. 36.36 Crores of the reporting F.Y.

Total Expenses has decreased from Rs. 43.84 Crores of previous F.Y. 2017-18 to Rs. 37.01 Crores of the reporting F.Y.

Profit before exceptional & extra ordinary items has increased from Rs. 50,23,476/- of previous F.Y. 2017-18 to Rs. 61,26,692/- of the reporting F.Y.

Net Profit increased from Rs. 28,89,806/- of previous F.Y. 2017-18 to Rs. 1,01,06,561/- of the reporting F.Y.

Earnings per share (EPS) for the F.Y. 2018-19 is 0.94/- as compared to 0.31/- of F.Y. 2017-18.

Moreover, The Board assures that the management will leave no efforts untouched to increase the profitability of the company gradually and to maintain the consistency of attained results in the fourth coming years.

2. DECLARATION OF DIVIDEND:

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

3. TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of section 134(1)(j) of the Companies Act, 2013, the company has transfer the Net Profit of Rs. 1,01,06,561/- amount to general reserves account of the company during the year under review.

The company has a closing balance of Rs. 8,56,01,879.03/- (Rupees Eight Crores Fifty-Six Lakhs One Thousand Eight Hundred Seventy-Nine Decimal Zero Three) as Reserves and Surplus as on 31.03.2019.

4. CHANGE IN NATURE OF BUSINESS:

The Company is engaged in the business of manufacture, produce and assembles all types of 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 be in the same line of business as per main object of the company.

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

There are no Material Changes and Commitments affecting the Financial Position of the Company between the end of Financial Year of the Company to which the Financial Statement relates and the date of this report.

6. DEPOSITS:

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

7. SHARE CAPITAL:

There is no change in the Share Capital of the Company during the Financial Year 2018-19.

8. DETAILS OF SUBSIDIARY/ JOINT VENTURE/ ASSOCIATE COMPANIES:

As on March 31, 2019, the Company does not have any subsidiary or joint venture and associate company.

9. LISTING OF SHARES:

The Companys shares are listed on NSE Emerge SME platform of National Stock Exchange of India Limited with ISIN INE405Y01013 & Symbol GOLDSTAR. The Company is regular in payment of Annual Listing Fees. The Company has paid Listing Fees upto the year 2019-20.

10.DIRECTORS AND KEY MANAGERIAL PERSONNEL:

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

Pursuant to Section 149, 152 and other applicable provisions of the Companies Act, 2013, one-third of such of the Directors as are liable to retire by rotation, shall retire every year and, if eligible, offer themselves for re-appointment at every AGM. Pursuant to the provisions of Section 152(6) and other applicable provisions of the Companies Act, 2013. Mr. Amrutlal Pansara, (DIN: 00300786) though appointed as Whole-Time Director on the board w.e.f 24th July, 2017 for a term of Three Years. He has been associated with the Company since the Incorporation of the Company, is liable to get retired by rotation being eligible has offered himself for reappointment at the ensuring 20th AGM of the Company. The Board recommends his re-appointment for consideration by the Members of the Company at the 20thAnnual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

DECLARATION BY INDEPENDENT DIRECTOR

All the Independent Directors have confirmed to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and Regulation 25 of the Listing Regulations that they qualify to be Independent Directors pursuant to Rule 5 of the Companies (Appointment and Qualification of Directors) Rules, 2014. They have confirmed that they meet the requirements of "Independent Director" as mentioned under Regulation 16 of the

SEBI (Listing Obligations and Disclosures 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 held in the composition of Board of Directors during the Financial Year 2018-19. The confirmations were placed before and noted by the Board

11.BOARD AND COMMITTEE MEETING:

BOARD MEETING:

The Board meets at regular intervals to discuss and take a view on the

Companys policies and strategy apart from other Board matters. The notice for

Board Meetings is given well in advance to all the Directors.

The Board of Directors met 5 times during the financial year ended March 31, 2019 in accordance with the provisions of the Companies Act, 2013 and rules made thereunder. The intervening gap between two board meetings was within the period prescribed under the Companies Act, 2013 and as per Secretarial Standard-1. The prescribed quorum was presented for all the Meetings and Directors of the Company actively participated in the meetings and contributed valuable inputs on the matters brought before the Board of Directors from time to time.

5 Board Meetings were held as under:

30.04.2018, 28.05.2018, 05.09.2018, 05.11.2018, 14.12.2018

Attendance of Directors in the Board Meeting

Name of Director

No. of Board Meeting

Held

Attended

1. Mr. Mulji M. Pansara (Chairman) 5 5
2. Mr. Navneet M. Pansara (Managing Director) 5 5
3. Mr. Amrutlal M. Pansara (Whole-Time Director) 5 5
4. Mr. Vishal M. Pansara (Whole-Time Director) 5 5
5. Mrs. Dhruti N. Pansara (Director & CFO) 5 5
6. Mr. Jayant C. Virani (Independent Director) 5 4
7. Mr. Chetan V. Khattar (Independent Director) 5 4
8. Mr. Hemraj Patel (Independent Director) 5 3

NUMBER OF COMMITTEE MEETING

The Audit Committee met 4 times during the Financial Year ended March 31, 2019. The Stakeholders Relationship Committee met 4 times during the Financial Year ended March 31, 2019. The Nomination and Remuneration Committee met 4 times during the Financial Year ended March 31, 2019. Members of the Committees discussed the matter placed and contributed their valuable inputs on the matters brought before the meetings. Additionally, during the Financial Year ended March 31, 2019 the Independent Directors held a separate meeting on September 5, 2018 in compliance with the requirements of Schedule IV of the Companies Act, 2013 and Regulations 25(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015.

12.COMMITTEES OF THE BOARD:

The Company has three committees viz; Audit Committee, Nomination and Remuneration Committee, Stakeholders Relationship Committee which has established as a part of better corporate governance practices and is in compliance with the requirements of the relevant provisions of applicable laws and statutes.

I. AUDIT COMMITTEE:

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

Name

Designation

No. of Meetings held

No. of Meetings attended

1. Mr. Jayant Virani Chairman 4 4
(Independent Director)
2. Mr. Chetan Khattar Member 4 3
(Independent Director)
3. Mr. Hemraj Patel Member 4 3
(Independent Director)
4. Mrs. Dhruti Pansara Member 4 4
(Director & CFO)

During the year under review, meetings of Audit Committee were held on

May 28, 2018, September 05, 2018, November 05, 2018 and March 01, 2019.

II. COMPOSITION OF NOMINATION & REMUNERATION COMMITTEE:

The Nomination & Remuneration Committees composition meets with the requirement of section 178 of the companies Act, 2013 and Clause 49 of Listing Agreement and Regulation 19 of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015. The Members of the Nomination & Remuneration Policy possesses sound knowledge / expertise / exposure. The Committee comprised of 4 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows: -

Sr. Name Designation No. of No. of No Meetings Meetings held attended

1. Mr. Hemraj Patel Chairman 4 3 (Independent Director)

2. Mr. Chetan Khattar Member 4 3 (Independent Director)

3. Mr. Jayant Virani Member 4 4 (Independent Director)

4. Mrs. Dhruti Pansara Member 4 4 (Director & CFO)

During the year under review, meetings of Nomination & Remuneration Committee were held on May 28, 2018, September 05, 2018, November 05, 2018, March 01, 2019. The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Company Website http://goldstarpower.com/wp-content/uploads/2018/05/Nomination-Remuneration-Policy.pdf

III. COMPOSITION OF STAKEHOLDERS & RELATIONSHIP COMMITTEE:

The Stakeholders Relationship Committee meets with the requirement of the Section 178 of the Companies Act, 2013 and Regulation 20 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Stakeholders Relationship Committee is mainly responsible to review all grievances connected with the Companys transfer of securities and Redressal of shareholders / Investors / Security Holders Complaints.

The Committee comprised of 4 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of a composition of the said Committee along with their meetings held/ attended is as follows: -

Name

Designation

No. of Meetings held

No. of Meetings attended

1. Mr. Chetan Khattar Chairman 4 3
(Independent Director)
2. Mr. Hemraj Patel Member 4 3
(Independent Director)
3. Mr. Jayant Virani Member 4 4
(Independent Director)
4. Mrs. Dhruti Pansara Member 4 4
(Director & CFO)

During the year under review, meetings of Stakeholders Relationship Committee were held on May 28, 2018, September 05, 2018, November 05, 2018, March 01, 2019.

13. PERFORMANCE EVALUATION OF THE BOARD, ITS COMMITTEES AND

INDIVIDUAL DIRECTORS:

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

The performance of each of the non-independent directors (including Chairman) was also evaluated by the independent directors at the separate meeting held of the Independent Directors of the Company.

14. CORPORATE SOCIAL RESPONSIBILITY:

In terms of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, every company with net worth of Rs. 500 Crores or more OR an annual turnover of Rs. 1000 Crores or more OR with a net profit of Rs. 5 Crores or more, during any of the three previous year i.e. (2015-16, 2016-17, 2017-18) is required to constitute a CSR Committee. Goldstar Power Limited does not fall in any of the above criteria during the year 2018-19. Therefore, it is not required mandatorily to carry out any CSR activities or constitute any Committees under provisions of Section 135 of the Act.

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

15. VIGIL MECHANISM FOR THE DIRECTORS AND EMPLOYEES:

Pursuant to Section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established, in order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty and integrity and ethical behavior.

The Company has established a vigil mechanism through which Directors, employees and business associates may report unethical behavior, malpractices, wrongful conduct, fraud, violation of Companys code of conduct without fear of reprisal. The

Company has set up a Direct Touch initiative, under which all Directors, employees, business associates have direct access to the Chairman of the Audit committee, and also to a three-member direct touch team established for this purpose. The direct touch team comprises one senior woman member so that women employees of the Company feel free and secure while lodging their complaints under the policy.

The Company ensures that genuine Whistle Blowers are accorded complete protection from any kind of unfair treatment or victimization. The vigil mechanism policy has also been uploaded in the website of the company at http://goldstarpower.com/wp-content/uploads/2018/05/Whistle-Blower-Policy.pdf

16. RISK MANAGEMENT:

The Board of the Company has evaluated a risk management to monitor the risk management plan for the Company. The Audit Committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The company has been following the principle of risk minimization as it is the norm in every industry. The Board has adopted steps for framing, implementing and monitoring the risk management plan for the company. The main objective of this policy is to ensure sustainable business growth with stability and to promote a pro-active approach in reporting, evaluating and resolving risks associated with the business. In order to achieve the key objective, the policy establishes a structured and disciplined approach to risk management, in order to guide for decisions on risk related issues.

In todays Challenging and competitive environment, strategies for mitigating inherent risk in accomplishing the growth plans of the company are imperative. The Common risks inherent are: Regulations, Competition, business risk, technology obsolescence, long term investments and expansion of facilities. Business risk, inter alia, includes financial risk, political risk, legal risk etc., As a matter of policy, these risk are assessed and steps as appropriate are taken to mitigate the same.

17. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186:

The details of loans, guarantees or investment covered under the provisions of section 186 of the Companies Act, 2013 are given in the Notes to the Financial Statements.

18. AUDITORS:

STATUTORY AUDITORS:

The Companys Auditor M/s Doshi Maru & Associates, Chartered Accountants, Jamnagar (ICAI Firm Registration No. 0112187W) were appointed as Statutory Auditors of the Company to hold office upto the conclusion of this Annual General

Meeting. The term of Statutory Auditors Appointment is expiring on conclusion of this

20th Annual General Meeting.

Accordingly, on the recommendation of the Audit Committee, the Board has proposed the appointment of M/s. Jain Chowdhary & Co., Chartered Accountants, Mumbai, (ICAI Firm Registration Number: 113267W) as the New Statutory Auditors of the Company for a term of 5 years, i.e. from the conclusion of 20th Annual General Meeting i.e. for financial year 2019-20 to financial year 2023-24 (till AGM to be held in year 2024) subject to approval of members in an ensuring Annual General Meeting. The Company has also received confirmation from M/s. M/s. Jain Chowdhary & Co., Chartered Accountants, Mumbai to the effect that they are eligible and not disqualified under section 141 of the Companies Act, 2013 and the Rules framed thereunder, for being appointed as the Auditors of the Company. As required under Regulation 33(1)(d) of SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

The Auditors Report for the financial year ended March 31, 2019 forms part of this Annual Report and is attached to the Directors Report as "ANNEXURE-3" and same does not contain any qualification, reservation or adverse remark.

There have been no instances of fraud reported 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 framed thereunder, the Board has appointed the Secretarial Auditors of the Company, M/s. MJP & Associates, Practising Company Secretaries, for conducting the Secretarial Audit for the FY 2018-19. Secretarial Audit Report in Form MR-3 issued by the Secretarial Auditor of the

Company for the Financial Year ended on March 31, 2019 is attached to the Directors

Report as "ANNEXURE-4".

Some noting by Secretarial Auditor under report for FY 2018-19 is as under:

(a) The Company had purchased a Car against vehicle finance facility from Bank, during previous year 2017-18. However, as on date of this Report, the Company had not filed particulars of creation of charge with Registrar in connection with this vehicle finance. Reply by Board : The Board would ensure compliance of all provisions of the Act in future. (b) The Company had filed Form for registration of Resolution for appointment of Internal Auditors on 16th May 2018, which is after period of filing prescribed under the Act.

Reply by Board: Board took the note of the same and shall take necessary steps in future for timely compliance of the same. (c) As on 31st March 2019, filing of Form 22A (Active KYC/ Company KYC), as prescribed under the Company Incorporation Rules, 2014 is pending. Further, Form DIR 3 KYC of Mr. Jayant Virani, Independent Director was filled with additional Fees.

Reply by Board: DIR-3 KYC was processed for all directors except Jayantbhai Virani, and said KYC was field on 15.06.2019 and accordingly Form 22A (Active KYC) was filed on 15.06.2019 i.e., the last for filing Form INC 22A with normal fees.

(d) The Company has made delay in payment of provident fund and filing of returns thereof, at some instances. Reply by Board: Board took the note of the same and shall take necessary steps in future for timely compliance of the same. (e) As per informations & documents, provided to us, filing of shipping documents of export to the Bank for generating e-BRC is pending, by the Company, and to that extent, the provisions of the Foreign Exchange Management Act, 1999 are not complied with Reply by Board: Board took the note of the same and shall take necessary steps in future for timely compliance of the same.

INTERNAL AUDIT:

In accordance with the provisions of Section 138 of the Companies Act, 2013 and Rules framed thereunder, your Company has appointed M/s. Dholakia & Associates, Chartered Accountants, Jamnagar, (ICAI Firm Registration Number 130030W) as the Internal Auditors of the Company for the Financial Year 2018-19 and takes their suggestions and recommendations to improve and strengthen the internal control systems.

COST AUDIT:

The provisions of Section 148(1) of the Companies Act, 2013 and Rule 14 of the Companies (Audit and Auditors) Rules, 2014 and other applicable rules and provisions is not applicable on the Company. Therefore, no cost records have been maintained by the company.

19. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with all the applicable Secretarial Standards in the Financial Year 2018-19 as issued by the Institute of Company Secretaries of India (ICSI).

20. 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 discrimination between individuals at any point on the basis of race, colour, gender, religion, political opinion, national extraction, social origin, sexual orientation or age. At Goldstar Power Limited, every individual is expected to treat his/her colleagues with respect and dignity. This is enshrined in values and in the Code of Ethics & Conduct of Goldstar Power Limited. The Direct Touch (Whistle-Blower &Protection Policy) Policy provides a platform to all employees for reporting unethical business practices at workplace without the fear of reprisal and help in eliminating any kind of misconduct in the system. The Policy also includes misconduct with respect to discrimination or sexual harassment.

The Company also has in place "Prevention of Sexual Harassment Policy". This Anti-Sexual Harassment Policy of the Company is in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition & Redressal) Act, 2013. All employees (permanent, contractual, temporary and trainees) are covered under this policy.

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

No. of complaints received: Nil

No. of complaints disposed off: NA

21. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

The Company is well equipped with internal financial controls. The Company has continuous monitoring mechanism which enables the organization to maintain the same standards of the control systems and help them in managing defaults, if any, on timely basis because of strong reporting mechanisms followed by the Company.

22. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

In Terms of the Regulation 34 read with Schedule V of the SEBI (LODR) Regulations 2015, Management Discussion and Analysis report has been separately furnished in the Annual Report and forms part of the Annual Report as "ANNEXURE-7".

23. EXTRACT OF THE ANNUAL REPORT:

Extract of Annual Return in Form MGT-9 containing details as on Financial Year ended 31st March, 2019 [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 the Financial Year 2018-19 is enclosed with this Board Report as "ANNEXURE-1" to this report. The Company is having website at www.goldstarpower.com and annual return of the company has been published on such website. Link of the same is given below: http://goldstarpower.com/annual-report/

24. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

REFERRED IN SUB SECTION 1 OF SECTION 188 OF THE COMPANIES ACT, 2013:

During the year under review, contracts or arrangements entered into with the related party, as defined under section 2(76) of the Companies Act, 2013 were in the ordinary course of business on arms length basis. Details of the transactions pursuant to compliance 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-2""

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

In line with the requirements of the Companies Act, 2013 and SEBI Listing Regulation 2015, the Company has formulated a Policy on Related Party Transactions which is also available on Companys Website at http://goldstarpower.com/wp-content/uploads/2018/05/Related-Party-Transactions-Policy.pdf

25. PARTICULARS OF EMPLOYEES AND REMUNERATION:

The Company has no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, and hence the Company is not required to give information under Sub rule 2 and 3 of Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

The ratio of remuneration of each whole-time director and key managerial personnel (KMP) to the median of employees remuneration of the employee of the Company as per section 197(12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 for the financial year 2018-19 forms part of this Board report as "ANNEXURE-5".

Additionally, the following details form part of Annexure-5 to the Boards Report: • Remuneration to Whole Time Directors. • Remuneration to Non-executive/ Independent Directors. • Percentage increase in the median remuneration of employees in the financial year. • Number of permanent employees on roll of the Company. • The company did not allow any sweat equity shares & does not have employees stock option scheme.

26. DETAILS INRESPECT OF FRAUDS REPORTED BY AUDITORS OTHER THAN THOSE

WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT:

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

27. BOARD POILICIES AND CODE OF CONDUCTS:

A. Policy on Directors Appointment and Remuneration

The policy of the Company on directors appointment and remuneration, including the criteria for determining the qualifications, positive attributes, independence of a director and other matters, as required under sub section (3) of section 178 of the Companies Act, 2013 have been regulated by the nomination and remuneration committee and the policy framed by the company is annexed with the Board Report as "ANNEXURE-6"and available on our website, at www.goldstarpower.com There has been no change in the policy since last fiscal. We affirm that the remuneration paid to the directors is as per the terms laid out in the Nomination and Remuneration Policy 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 the Requirements of SEBI (Prohibition of Insider Trading) Regulations, 2015. The Insider Trading Policy of the Company lays down guidelines and procedures to be followed, and disclosures to be made while dealing with shares of the Company as well as consequences of violation. The Policy has been formulated to regulate, monitor and ensure reporting of deals by employees and to maintain the highest ethical standards of dealing in Companys Shares.

C. Other Board Policies and Conducts:

Following Board Policies have been approved and adopted by the Board, the details of which are available on the website of the company at www.goldstarpower.comand for the convenience given herein below:

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 KMPs 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 http://goldstarpower.com/wp- content/uploads/2018/05/Insider-Trading-Policy.pdf
Amendments_20.03.2019

28. SUBSIDIARIES ASSOCIATES AND JOINT VENTURES:

As at 31st March, 2019, the Company doesnt have any Subsidiary, Joint Venture or

Associate Companies.

29. CORPORATE GOVERNANCE:

"Corporate Governance Practices Are Reflection of Value Systems

And which Invariably Includes our Culture, Policies and Relationships with our Shareholders"

Integrity and transparency are key factors to our governance practices to ensure that we achieve and will retain the trust of our stakeholders at all times. Corporate Governance is about maximizing Shareholders value legally, ethically and sustainably. At Goldstar, our Board exercises its fiduciary responsibilities in the widest sense of the term. Our disclosures seek to attain the best practices in the international corporate governance. We also endeavor to enhance long term shareholder value and respect minority rights in all our business decisions. As our company has been listed on SME EMERGE Platform of National Stock Exchange Limited (NSE), by virtue of regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the compliance with the corporate governance provisions as specified in regulation 17 to 27 and clause B to (i) of sub regulation (2) of Regulation 46 and Para C, D and E of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange.

Hence Corporate Governance Report does not form a part of this Board Report, though we are committed for the best corporate governance practices.

30. DISCLOSURE UNDER SECTION 164(2) OF THE COMPANIES ACT, 2013 IN RESPECT

OF NON DISQUALIFICATION OF DIRECTORS:

The Company has received the disclosures in Form DIR-8 from its Directors being appointed or reappointed and has noted that none of the Directors are disqualified under section 164(2) of the Companies Act, 2013 read with Rule 14(1) of the Companies (Appointment and Qualification of Directors) Rules, 2014 and Certificate for the same from the Practising Company Secretary is annexed as "ANNEXURE-9".

31. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS

OR COURTS OR TRIBUNALS:

There were no significant and material orders issued against the Company by any regulating authority or court or tribunal which could affect the going concern status and Companys operations in future.

32. PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY

ABSORPTION:

The information pertaining to Conservation of Energy, Technology Absorption, as required 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 an effort to save energy. The Company ensures optimal use of energy with minimum extent of wastage 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 energy conservation equipment.

B. Technology Absorption:

1. The efforts made towards technology absorption:

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

2. The benefits derived like product improvement, cost reduction, product development or import substitution: Not Applicable

3. In case of imported technology (imported during the last three years reckoned from the 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 reasons thereof: Not Applicable

8. The expenditure on Research and Development: Not Applicable

33. FOREIGN EXCHANGE EARNINGS AND OUTGO:

Further, during the year under review, the Company has reported Foreign Exchange Earnings and Expenses as under:

PARTICULARS

2018-19

2017-18

Foreign Exchange Earnings 7,05,86,124.00 6,25,79,846.00
Foreign Exchange Outgo 1,04,74,456.00 1,47,50,527.00

34. DIRECTORS RESPONSIBILTY STATEMENT:

In terms of Section 134(5) of the Companies Act, 2013, in relation to the Audited Financial Statements of the Company for the year ended March 31, 2019, the Board of Directors hereby confirms that:

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

2. The directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year as on March 31, 2019and 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 knowledge and ability for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

4. The directors had prepared the annual accounts of the company on a going concern basis; and;

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

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

35. INVESTOR EDUCATION AND PROTECTION FUND (IEPF):

During the year under review, the provision of section 125(2) of the Companies Act, 2013 does not apply as the company was not required to transfer any amount to the Investor Education and Protection Fund (IEPF) established by Central Government of India.

36. CREDIT RATINGS:

Your Company being an SME Listed Company does not require to obtain credit rating for its securities. Though, Goldstar has received SMERA MSE 2 from(Small and Medium Enterprise Ratings) on August 10, 2018 which is maintained till date. The rating indicates stable and positive outlook of the Company. Rating shows High Credit Worthiness in relation to other MSEs.

37. 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 22 4918 6000 Email: mumbai@linkintime.co.in Website: www.linkintime.co.in

38. INDUSTRIAL RELATIONS:

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

39. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and co-operation received from the Shareholders, State Governments, Local authorities and Companys

Bankers for the assistance co-operation and encouragement they extended to the Company. Your Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinting efforts of investors, vendors, dealers, business associates and employees in ensuing and excellent all around operational performance.

By Order of the Board of Directors

Date : August 30, 2019

For, GOLDSTAR POWER LIMITED,

Place : Jamnagar

Mulji M. Pansara

(Chairman)

Navneet M. Pansara

(Managing Director)

[DIN: 00300722]

[DIN: 00300843]