Goldstar Power Ltd Directors Report.

To,

The Members,

GOLDSTAR POWER LIMITED,

Your Directors are pleased to present their 19th Annual Report on the business and operations of the company together with the Audited Financial Statements for the financial year ended on 31st March, 2018.

FINANCIAL HIGHLIGHTS:

Your Companys performance for the year ended on 31st March, 2018, is summarized as under:

(Amount in Rs)

Sr. No PARTICULARS 2017-18 2016-17
1. Revenue from Operation (Net) 43,23,53,149.00 54,81,19,993.64
2. Other Income 1,11,03,671.05 58,11,558.25
3. Total Revenue (1+2) 44,34,56,820.05 55,39,31,551.89
4. Cost of raw material consumed 34,03,67,144.15 43,42,38,858.05
5. Employees Benefits Expense 2,49,66,010.00 2,20,13,670.00
6. Changes in Inventories of Finished goods, work-in-progress and Stock-in- Trade (63,31,527.63) 31,28,287.22
7. Finance Cost 1,42,02,651.33 1,64,60,502.22
8. Depreciation & Amortization Exp. 1,30,95,665.00 1,35,70,065.00
9. Other Expenses 5,21,33,400.97 5,27,06,927.28
10. Profit/ (Loss) Before Tax 50,23,476.23 1,18,13,242.12
11. Current Tax 15,90,572.92 25,00,000.00
12. Deferred Tax 11,58,000.00 34,06,000.00
13. Profit/ (Loss) After Tax (PAT) 28,89,805.76 59,07,242.12

1. FINANCIAL PERFORMANCE:

During the year, Our Company has offered shares to the Public under the Regulation of the Securities and Exchange Board of India 1996 as amended from time to time and the Shares of the Company have been listed on National Stock Exchange Emerge Platform.

During the year under Report, your Company has recorded the Revenue from Operations of Rs. 43.23 Crores as compared to Rs. 54.81 Crores of previous financial year 2016-17. However, the net profit after tax has been significantly decreased from Rs. 59.07 Lacs of previous financial year to Rs. 28.89 Lacs.

During the year under Report, cost of core raw material had been fluctuated significantly due to metal price fluctuation, and resultantly, it causes shortage of material and the overall demand for the products reduced drastically, and as a result, the turnover is affected. Consequently, the OEM demand also decreases. The Companys maximum share of total sales was depending on OEM business and thus the total turnover was affected during fiscal 2017-18, and margins on the products also affected, which resulted into decrease in total income and net profit also.

However, the Board assures that Company has already started to work on its new products and it is expected to launch the products in fiscal 2018-19. Further, Company is also trying to develop synergy with new customers on OEM basis, which will have impact of increase in revenue and also profitability of the Company. The company is also concentrating on export business to reduce the loss of dependency on OEM business.

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 Moreover, no amount is being transferred to Reserves during the Financial Year 2017-18.

3. TRANSFER OF AMOUNT TO RESERVES:

Pursuant to provision of Section 134(1) (j) of the Companies Act, 2013, the company has not proposed to transfer any amount to general reserves account of the company during the year under review. The company has retained the profit in the Profit & Loss Account.

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. There are no changes in the nature of business of the Company during the year under Report.

5. CHANGE OF NAME OF COMPANY:

Members are aware that the Company had passed Special Resolution at the Extra Ordinary General Meeting of the Company held on 15th July, 2017 for change of name of the Company from Goldstar Battery Private Limited to Goldstar Power Private Limited. The Registrar of Companies, Gujarat had issued fresh Certificate of Incorporation consequent to change of name, on 21st July, 2017, and name of the Company changed to Goldstar Power Private Limited with effect from that date.

6. CONVERSION OF CLASS OF COMPANY FROM PRIVATE LIMITED TO PUBLIC LIMITED COMPANY:

Members are aware that Special Resolutions were passed at the Extra Ordinary General Meeting of the Company held on 15th July, 2017, to obtain approval of Shareholders for conversion of the Company into Public Limited as well as for adoption of new set of Articles of Association. Consequently, on 21st July, 2017, the Registrar of Companies, Gujarat had issued Certificate of Incorporation consequent to conversion into public limited Company, and the name of the Company was changed from "Goldstar Power Private Limited" to "Goldstar Power Limited".

7. SHARE CAPITAL AND OTHER CHANGES:

During the F.Y 2017-2018, following changes made in the Capital Structure of the company are as follows:

3 AUTHORISED SHARE CAPITAL:-

The Authorised Share Capital of the Company has been increased from Rs 5 Crore to 15 Crores by passing an Ordinary Resolution in the Annual General Meeting of the Company held on Monday, 31st July, 2017 respectively.

3 BONUS SHARES:-

During the year the Company has increased its issued and paid up Equity Share Capital by issuing 65,00,000 (Sixty Five Lacs) equity shares as Bonus shares having face value of Rs. 10.00/- each to the existing shareholders by way of capitalization of its reserve in the proportion in the proportion of 5 (five) shares for every 1 (one) shares held by existing members by passing board resolution in the Board of Directors Meeting of the company held on 2nd August, 2017.

3 PAID UP SHARE CAPITAL:-

The paid-up share capital of the company increase from Rs. 1,30,00,000/- (One Crore Thirty Lacs) divided into 13,00,000 (Thirteen Lacs) equity shares of Rs. 10/-each to Rs. 10,69,80,000/- (Ten Crore Sixty Nine Lacs Eighty Thousand) divided into 1,06,98,000 (One Crore Six Lacs NintyNinety Eight Thousand) equity shares of Rs. 10/- each during the F.Y. 2017-2018.

3 INITIAL PUBLIC OFFER (IPO):-

During the year under Report, the Company came out with an Initial Public Offer of 28,98,000 Equity Shares with face value of Rs. 10/- each at an issue price of Rs. 25/- (including Share Premium of Rs. 15/- per equity share) aggregating to Rs. 724.50 Lacs. The said public issue was authorised by the Members, in their Annual General Meeting of the Company held on Monday, 31st July, 2017. The IPO opened for Subscription on 27th September, 2017 and closed on 29th September, 2017.

3 LISTING OF SHARES:-

The Equity Shares of the Company were listed on 10th October, 2017 at NSE Emerge (An SME Platform of National Stock Exchange of India Limited). The script code of Company is "GOLDSTAR".

8. REGISTRAR AND SHARE TRANSFER AGENTS:

The Company has appointed M/s Link Intime India Private Limited as its Registrar & Share Transfer Agent.

9. CHANGES IN DIRECTORS AND KEY MANAGERIAL PERSONNEL:

The changes in the Directors and Key Managerial Personnel are as follows:

3 INDEPENDENT DIRECTORS:

Since the Company got its Equity Shares listed on NSE Emerge in the month of October, 2017 the Company was required to appoint Independent Directors in accordance with the provisions of the Companies Act, 2013.

The Board of Directors appointed Mr. Jayant Virani, Mr. Chetan Khattar and Mr. Hemraj Patel as Additional (Non-Executive) Director under Independent Category on the Board w.e.f 31st July, 2018 and they hold office until the ensuring 19th AGM and are eligible for Appointment as Independent Director in the Annual General Meeting by the members of the Company. Accordingly requisite resolutions are recommended for approval of Members and form part of the Notice convening the AGM.

Further, sub section (13) of Section 149, provides that the provisions of retirement by rotation as defined in sub section (6) and (7) of Section 152 of the Companies Act, 2013 shall not apply to such Independent Directors. Hence, none of the Independent Directors shall retire at the ensuring AGM.

3 KEY MANAGERIAL PERSONNEL (KMP):

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

3 Change in Designation:

Mr. Mulji Pansara, Director, appointed as the Chairman and Mr. Amrutlal Pansara, Director, appointed as Whole-Time Director, w.e.f 24th July, 2017.

The Designation of Mr. Navneet Pansara was changed to Managing Director from Director, Mr. Vishal Pansara to Whole-Time Director from Director and Mrs. Dhruti Pansara to Chief Financial Officer (CFO) from Director W.e.f. 24th July, 2017.

3 Appointment of Whole Time Director:

The Board of Directors inform the members of the Company that on Conversion of the company from Private to Public, a change in the designation of the board took place and Mr. Amratlal Pansara, (DIN: 00300786), Mr. Vishal Pansara, (DIN:) were appointed as Whole-Time Directors of the Company on the Board w.e.f. 24th July, 2017 for a term of Five years under the provisions of section 196, 203, and applicable provisions of the Companies Act, 2013.

3 Appointment of Chief Financial Officer:

Since the Company has got its Equity Shares Listed on SME Platform of National Stock Exchange of India Limited in the month of October, 2017, the Company was required to appoint Chief Financial Officer (CFO) as its Key Managerial Personnel (KMP) on its Board in accordance with the provisions of the Companies Act, 2013.

Mrs. Dhruti Pansara, (DIN: 01943399), was appointed as the Chief Financial Officer (CFO) of the Company by passing a resolution in the Extra-Ordinary General Meeting held on Monday, 24th July, 2017. She looks after the routine financial matters of the Company. She is responsible for efficient flow of funds and management of smooth administration of the Company. She is associated with the Company since 2007.

3 Appointment of Company Secretary & Compliance Officer:

As per Rule 8 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 there is need to appoint a Company Secretary & Compliance Officer in the Company as it is listed on National Stock Exchange Emerge Platform. Consequent to this expansion; the Company will have to comply with various Laws/Acts/Rules/Regulations in future.

Moreover, for efficient administration of a Company, particularly with regard to ensuring compliance with statutory and regulatory requirements and implementation of decisions of the Board of directors in an appropriate and systematic manner, a Company Secretary is required to be appointed.

The Board had appointed CS (Mr.) Darshak Thaker, (Membership No: A46919) an Associate Member of the Institute of Company Secretaries of India (ICSI) as the Company Secretary and Compliance Officer of the Company by passing a resolution in Extra-Ordinary General Meeting of the Members of the Company held on Monday, 24th July, 2017.

10. DIRECTORS LIABLE TO RETIRE BY ROTATION AND BE ELIGIBLE TO GET

RE-APPOINTED:

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. Muljibhai Pansara, though appointed as Chairman 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 re-appointment at the ensuring 19th AGM of the Company. The Board recommends his re-appointment for consideration by the Members of the Company at the 19th Annual General Meeting. Accordingly, requisite resolution shall form part of the Notice convening the AGM.

11. COMPOSITION OF BOARD OF DIRECTORS:

The Board of Directors of Goldstar Power Limited is a balanced one with an optimum mix of Executive and Non Executive Directors. They show active participation at the board and committee meetings, which enhances the transparency and adds value to their decision making. The Board of the Company is headed by an Executive Chairman. Chairman takes the strategic decisions, frames the policy guidelines and extends wholehearted support to Executive Directors, business heads and associates.

As on 31st March, 2018 the Key Managerial Personnel (KMP) of the Company consists of the Following:

Sr. No Particulars DIN/PAN Designation Date of Appointment
1. Mr. Muljibhai Pansara 00300722 Promoter & Chairman 12.07.1999
2. Mr. Navneet Pansara 00300843 Managing Director 24.07.2017
3. Mr. Amrutlal Pansara 00300786 Promoter & Whole-Time Director 24.07.2017
4. Mr. Vishal Pansara 02230565 Whole-Time Director 24.07.2017
5. Mrs. Dhruti Pansara 01943399 Director & Chief Financial 24.07.2017
6. Mr. Jayant Virani 07831403 Non-Executive Independent Director 31.07.2017
7. Mr. Chetan Khattar 00020777 Non-Executive Independent Director 31.07.2017
8. Mr. Hemraj Patel 07830488 Non-Executive Independent Director 31.07.2017
9. Mr. Darshak Thaker ALEPT5324M Company Secretary & Compliance Officer 24.07.2017

12. EXTRACT OF ANNUAL RETURN:

Extract of Annual Return in Form MGT-9 containing details as on financial year ended 31st March, 2018 [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 2017-18 is enclosed with this report as "Annexure-I" to this report.

13. BOARD MEETINGS:

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.

During the year, the Board of Directors met 13 (Thirteen) times and board meetings were held on 19.04.2017, 01.07.2017, 24.07.2017, 02.08.2017, 04.10.2017, 06.10.2017, 06.11.2017, 15.11.2017, 15.12.2017, 15.01.2018, 17.02.2018, 05.03.2018, 20.03.2018 and the requisite quorum were present at the said meetings.

14. MEETING OF INDEPENDENT DIRECTORS:

Pursuant to Clause VII of Schedule IV of the Companies Act, 2013 and Regulation 25 of Listing Regulations, the Independent Directors of the Company are required to hold at least on meeting in a year without the attendance of Non-Independent Directors and the Members of Management. All the Independent Directors of the Company shall strive to present at such meeting.

Sr. No. Position Designation Attendance at the Meeting held on 26th March, 2018
1. Mr. Jayant Virani Non-Executive Independent Director Yes
2. Mr. Chetan Khattar Non-Executive Independent Director Yes
3. Mr. Hemraj Patel Non-Executive Independent Director Yes

3 TERMS OF REFERNCE:

1. The performance of Non-Independent Directors and Board as a Whole;

2. The performance of Chairperson of the company, taking into account the views of Executive Directors and Non-Executive Directors;

3. Assess the quality, quantity and timeliness of flow of information between the Company Management and the Board that is necessary for the Board to effectively and reasonably perform their duties;

15. DECLARATION OF INDEPENDENCE BY INDEPENDENT DIRECTORS:

All the Independent Directors have confirm to the Board that they meet the criteria of Independence as specified under Section 149(6) of the Companies Act, 2013 and 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.

The confirmations were placed before and noted by the Board.

16. BOARDS RESPONSIBILITY STATEMENT:

Pursuant to the provisions of Section 134 (5) of the Companies Act, 2013, the Directors based on the information and representations received from the operating management confirm that:

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

b) 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 and of the profit and loss of the company for that year;

c) 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 this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d) The directors had prepared the annual accounts on a going concern basis; and

e) 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.

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

17. RELATED PARTY TRANSACTIONS:

During the year under report, the Company has entered into transactions with related parties for trading purpose. The said transactions were carried on at arms length price in the ordinary course of business. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with Rule 8(2) of the Companies (Accounts) Rules, 2014 are given in "Annexure-II" in Form AOC-2 and the same forms part of this report.

Further, there are no materially significant related party transactions during the year made by the company with Promoter, Directors, Key Managerial Personnel or other designated persons which may have potential conflict with the interest of the Company at large.

All related party transactions are placed before the Audit Committee for approval. Prior omnibus approval of the audit committee is obtained for the transaction which is of a foreseen and repetitive nature. Transaction entered into pursuant to omnibus approval so granted along with statements giving details of all the related party transaction are placed before the Audit Committee.

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 www.goldstarpower.com / http://www.goldstarpower.com/

18. STATUTORY AUDITOR AND AUDITORS REPORT:

"RESOLVED THAT, pursuant to the provisions of Section 139 of the Companies Act, 2013 and all other applicable provisions of the Companies Act, 2013 (the "Act") read with the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactment thereof for the time being in force), and pursuant to the recommendations of the Audit Committee of Board of Directors, the Company hereby ratifies appointment of M/s. Doshi Maru & Associates, Chartered Accountants (Firm Registration No. 0112187W) as statutory auditors of the Company for the year 2018-19, to hold office from the conclusion of this Annual General Meeting till the conclusion of the next Annual General Meeting of the Company to be held in the year 2019, subject to annual ratification by members at every Annual General Meeting, on such remuneration as may be decided by the Board and the Audit Committee of the Board."

The Auditors report does not contain any qualification, reservation or adverse remark AND the Notes on financial statements referred to in the Auditors report are self explanatory and do not require any further comments thereon. Further, in terms of Section 143(3)(i) of the Companies Act, 2013 read with Rule 10A of the Companies (Audit and Auditors) Rules, 2014, Auditors have reported that the Company has adequate internal financial controls system and such system is having operating effectiveness. The Independent Audit Report for the Financial Year ended on 31st March, 2018 is annexed herewith marked as "Annexure-III" to this Report. They have confirmed that they are eligible for the said Appointment.

19. SECRETARIAL AUDIT:

The Board has appointed M/s. MJP Associates, Practising Company Secretaries, pursuant to Section 204 of the Companies Act, 2013, to conduct Secretarial Audit for the F Y 2017-18. The Secretarial Audit Report for the Financial Year ended on 31st March, 2018 is annexed herewith marked as "Annexure IV" to this Report. The Secretarial Audit Report submitted by them in the prescribed form MR-3.The Report of the Secretarial auditors does not contain any qualification or adverse remarks.

20. APPOINTMENT OF INTERNAL AUDITOR:

The Board has appointed M/s. Dholakia & Dholakia, Chartered Accountants, Jamnagar, (ICAI Firm Registration Number 130030W) pursuant to the provisions of Section 138 of the Companies Act, 2013, to conduct Internal Audit for the F Y 2017-18.

21. PARTICULARS OF LOAN, GUARANTEES AND INVESTMENTS MADE:

During the year under report, pursuant to provisions of Section 185 of the companies Act, 2013, loans are granted by the Company to the company in which relatives of the directors are interested. However, the loans granted is within the limits of Section 186(2) of the Companies Act, 2013, and hence did not require approval of Shareholders under that section. Moreover, the said loans were granted out of business compulsions. All terms & conditions of such loans were in best interest of the Company. The Company will not issue any fresh loans or advances to any related party in years to come.

22. CORPORATE SOCIAL RESPONSIBILITY (CSR):

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. (2014-15, 2015-16 or 2016-17) is required to constitute a CSR Committee. Goldstar Power Limited does not fall in any of the above criteria during the year 2017-18. 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.

23. 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

24. 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.

25. COMMITTEES OF BOARD OF DIRECTORS:

The Board of Directors has constituted Three Committees, viz.

1. Audit Committee.

2. Nomination & Remuneration Committee

3. Stakeholders Relationship Committee

Details of all the Committees along with their composition, terms of reference and meetings held during the year are as follows:-

1. 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 3 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 Status Category DIN
Mr. Jayant Virani Chairman Non-Executive Independent Director 07831403
Mr. Chetan Khattar Member Non-Executive Independent Director 00020777
Mr. Hemraj Patel Member Non-Executive Independent Director 07830488

During the year, all the recommendations of Audit Committee were duly considered.

2. NOMINATION & REMUNERATION POLICY

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 3 members as per Table here in below. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of an composition of the Nomination & Remuneration Committee along with their meetings held/ attended is as follows:-

Name Status Category DIN
Mr. Hemraj Patel Chairman Non-Executive Independent Director 07830488
Mr. Chetan Khattar Member Non-Executive Independent Director 00020777
Mr. Jayant Virani Member Non-Executive Independent Director 07831403

The Company has duly formulated the Nomination & Remuneration Policy which is also available at the Company Website www.goldstarpower.com, http:// www.goldstarpower.com/

3. 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 3 members as on the date of Annual Return i.e., September 297, 2018. The Company Secretary is the Secretary and Compliance Officer of the Committee. The detail of ana composition of the said Committee along with their meetings held/ attended is as follows:-

Name Status Category DIN
Mr. Chetan Khattar Chairman Non-Executive Independent Director 00020777
Mr. Jayant Virani Member Non-Executive Independent Director 07831403
Mr. Hemraj Patel Member Non-Executive Independent Director 07830488

26. RATIO OF REMUNERATION OF EACH DIRECTOR TO THE MEDIAN

REMUNERATION OF THE EMPLOYEES OF THE COMPANY FOR THE

FINANCIAL YEAR 2017-18:

The information required pursuant to section 197 (12) read with Rule 5 (1) (i) of the Companies (Appointment and Remuneration) Rules 2014 in respect of ratio of remuneration of each director to the median remuneration of the employee of the Company for the financial year 2017-18 forms part of this report as "Annexure-V".

27. COMPANYS POLICY ON DIRECTORS APPOINTMENT, NOMINATION,

REMUNERATION AND FORMAL EVALUATION:

Pursuant to provisions of Section 178 (1) of the Companies Act, 2013, the Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection, nomination, appointment and remuneration of Directors suitably containing the criteria determining qualifications, positive attributes and independence of a Director.

28. FORMAL EVALUATION OF BOARD, ITS COMMITTEES AND INDIVIDUAL DIRECTORS:

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.

The Nomination & Remuneration Policy forms part of this detail Annual Report as "Annexure-VI", http://www.goldstarpower.com/

29. DETAILS IN RESPECT 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.

30. 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 forms part of this Annual Report as "Annexure VII"

31. CERTIFICATIONS FROM CHIEF FINANCIAL OFFICER/ MANAGING DIRECTOR OF THE COMPANY:

The Company has obtained a Compliance Certificate in accordance with Regulation 17(8) of Listing Regulations, 2015 from Mr. Navneet M. Pansara, Managing Director, (DIN: 00300843) and Mrs. Dhruti Pansara, Chief Financial Officer, (DIN: 01943399). The same is forming the part of this Annual Report as "Annexure-VIII".

32. CORPORATE GOVERNANCE:

As per Regulation 15 (2) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Para C of Schedule V relating to Corporate Governance Report, shall not apply to company listed on SME Exchange. The Company being a company listed on NSE SME EMERGE Platform, preparation of corporate governance is not applicable.

33. RISK MANAGEMENT:

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.

34. CODE OF CONDUCT FOR PROHIBITION 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.

The Insider Trading Policy of the Company covering the code of practices and procedures for fair disclosures of unpublished price sensitive information and code of conduct for prevention of Insider Trading is available on the website www.goldstarpower.com, http://www.goldstarpower.com/

35. DISCLOSURE ON VIGIL MECHANISM:

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 vigil mechanism policy has also been uploaded in the website of the company at www.goldstarpower.com/http://www.goldstarpower.com/.

36. CONSERVATION OF ENERGY, TECHNOLOGY & ABSORPTION:

The Company has not taken any significant step for conservation of energy during the year under Report. However, the Board is keen to develop a system for conservation of energy on continuous base. There are no significant expenses on technology absorption during the year under Report.

37. FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

PARTICULARS 2017-18 2016-17
Foreign Exchange Earnings 6,25,79,846.00 3,02,23,800.00
Foreign Exchange Outgo 1,47,50,527.00 1,52,11,047.00

38. PARTICULARS OF EMPLOYEES:

There are no employee in the Company drawing remuneration of more than Rs. 8,50,000/- per month or 1,20,00,000/- per annum, as prescribed in Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016.

39. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATE COMPANIES:

As at 31st March, 2018, the Company doesnt have any Subsidiary, Joint Venture or Associate Companies.

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

During the Financial Year under Review, the Company has launched an Initial Public Offer in the Month of October, 2017 and had allotted 28,98,000 Equity Shares of Rs. 10/- each fully paid up at an issue price of Rs. 25/- (Including Share Premium of Rs. 15/- per Equity Share) amounting to Rs. 724.50 Lacs and the shares of the Company has been listed on National Stock Exchange of India Limited Emerge Platform.

The Equity Share Capital has increased to 10,69,78,000/- after the Initial Public Offer of the Company.

There are no other 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.

41. INVESTORS GRIEVANCE REDRESSAL:

During the financial year under review, the Company has not received any Complaints from the Investors. There were no cases of Investors Grievances as on 31st March, 2018.

42.. OTHER DISCLOSURES AS REQUIRED UNDER THE PROVISIONS OF THE COMPANIES ACT, 2013 AND RULES MADE THEREUNDER:

1. There have been no material changes /commitments, affecting the financial position of the company which have occurred between the end of the financial year of the company to which the financial statements relate and the date of the report;

2. During the year under review the company has not accepted any deposit from the public under section 73 to 76 of the companies Act. 2013. Except monies accepted from shareholders.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Companys operations in future.

4. There has been no instance of any revision in the Boards Report or the financial statement; hence disclosure under Section 131(1) of the Act is not required.

5. The Company has not issued (a) any shares with differential voting rights (b) sweat equity shares (c) shares under any Employee Stock Option Scheme, and hence no disclosures are required to be made as per the Companies (Share Capital and Debentures) Rules, 2014.

6. The Company has not paid any Commission to any of its Directors and hence, provision of disclosure of commission paid to any Director as mentioned in Section 197(14) is not applicable.

7. The Central Government has not prescribed the maintenance of cost records by the company under Section 148(1) of the Companies Act, 2013 for any of its products.

43. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for assistance and cooperation received from the Central Government, 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
For, Goldstar Power Limited
Mulji M. Pansara Navneet M. Pansara
Date: September 05, 2018 Chairman Managing Director
Place: Jamnagar [DIN: 00300722] [DIN: 00300843]