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Directors Report of Star Delta Transformers Ltd.

Mar 31, 2018

THE MEMBERS

STAR DELTA TRANSFORMERS LIMITED BHOPAL

The Directors have pleasure in presenting their 42nd Annual Report together with the audited accounts of the Company for the year ended March 31st, 2018.

1. FIRST YEAR OF IMPLEMENTATION OF INDIAN ACCOUNTING STANDARDS (IND AS):

This is the first year of implementation of the Indian Accounting Standards (Ind AS). The standalone financial statements for the year ended March 31, 2018 have been prepared in accordance with the Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 and Companies (Indian Accounting Standard) Rules, 2015. The financial statements for the year ended March 31, 2017 have been restated in accordance with Ind AS for comparative information.

2. FINANCIAL HIGHLIGHTS AND OPERATION:

Particulars	2017-2018	2016-2017
Revenue From Operation	66,22,47,626.44	66,82,90,445.00
Other Income	82,32,551.80	1,60,22,202.40
Total Revenue	67,04,80,178.24	68,43,12,647.40
Profit before Depreciation & Tax	4,01,67,388.49	5,77,26,090.19
Depreciation	76,93,153.33	78,86,658.00
Profit before tax	3,24,74,235.16	4,98,39,432.19
Current Tax	1,14,00,000.00	1,75,00,000.00
Deferred tax provision written off	(7,00,000.00)	(9,00,000.00)
Income tax earlier year	â	10,79,256.61
Profit after tax	2,17,74,235.16	3,21,60,175.58
Earnings per Share (Rs.):-Basic: Diluted:	7.26	10.72
Earnings per Share (Rs.):-Basic: Diluted:	7.26	10.72

3. STATE OF COMPANYâS AFFAIRS & FUTURE OUTLOOK:

The Companyâs revenue has been decreased from Rs. 68,43,12,647.40/- to Rs. 67,04,80,178.24/- i.e. 2.02% and Companyâs profit before tax has decreased from Rs 4,98,39,432.19/- to Rs 3,24,74,235.16/- i.e. 34.80%.

Company is expected to have good demand for Distribution and Power Transformers and power related equipmentâs because massive investments are planned in coming years by the Govt. (Central & States) as well as private sector.

4. DIVIDEND:

Your Directors do not recommend any dividend for the year ended 31st March, 2018.

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

During the financial year under review, the Company has transferred an amount of Rs. 6,00,00,000/- to General Reserve account.

6. DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES:

As on March 31, 2018, the Company does not have any Subsidiary /Joint Venture/ Associate Companies.

Further no Company has become or ceased to be Subsidiaries, Joint Ventures or Associate Company, during the financial year under review.

7. CHANGE IN THE NATURE OF BUSINESS:

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

8. MATERIAL CHANGES BETWEEN THE END OF FINANCIALYEAR AND DATE OF THE BOARDâS REPORT:

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

9. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 in Form No. MGT-9 is annexed herewith for your kind perusal and information. (Annexure: I)

10. LOANS, GUARANTEES AND INVESTMENTS

As on 31st March, 2018, details of Loans and/or Guarantees and/or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are as follows:

Sr. No.	Particular/ Nature of Transaction	Amount of Transaction
1.	Loan to Chirayu Charitable Foundation, Bhopal	Rs. 2,50,00,000.00
	Total	Rs. 2,50,00,000.00

11. RELATED PARTY TRANSACTIONS

The Company has implemented a Related Party Transactions policy for the purposes of identification and monitoring of such transactions. The policy on related party transactions as approved by the Board is uploaded on the Companyâs website http://www.stardeltatransformers.com During the financial year 2017-18, the Company entered into transactions with related parties, all of which were in the ordinary course of business and on armâs length basis and in accordance with the provisions of the Companies Act, 2013 read with the Rules issued there under and the Listing Regulations. Further, there were no transactions with related parties which qualify as material transactions under the Listing Regulations.

There are no transactions that are required to be reported in Form AOC-2 and as such does not form part of the Report.

Suitable disclosures have been made in the financial statements as prescribed in Indian accounting standards.

12. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Conservation of Energy:

Company continues its efforts to reduce and optimize the energy consumption at all manufacturing facilities, including corporate office through continuous monitoring and high degree of awareness for energy conservation. Company also has its own solar power plant. Company has not made any capital investment on energy conservation equipments.

Technology absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company has not imported technology during the last three years and No research work has been carried out and therefore there is no expenditure on this account.

Foreign exchange earnings and outgo:

Foreign exchange earnings: Nil

Foreign exchange outgo: Nil

13. RISK MANAGEMENT

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of firmâs strategic management. Risk Management is a continuous process. There are four fundamental approaches:

- Identity

- Asses & Evaluate

- Take action

- Review & report Identified risk elements

- State/local regulations

- Labour concerns

- General economic conditions

- Commodity/ Raw material prices

- Competition

- Demand for products

- Technology innovation

- Legal/ Secretraial

- Natural disasters

Company through its functional heads reviews from time to time the deviation from the benchmarks and promptly make report to the Board, which in turn takes the corrective action to avoid severe conditions. The framework seeks to create transparency, minimize adverse impacts on the business objectives and enhance the Companyâs competitive advantage.

14. DIRECTORS AND KMP:

During the financial year 2017-18 the following changes have occurred in the constitution of Directors/KMP of the Company:

- Ms. Shweta Agarwal has resigned from the post of Company Secretary Cum Compliance Officer in the Board Meeting held on 25th October 2017.

- Ms. Ankita Upadhyay was appointed as the Company Secretary Cum Compliance officer of the Company w.e.f. 26th October 2017 in the Board Meeting held on 25th October 2017.

- Pursuant to provisions of section 152 and Articles of Association of the Company, Mr. Kishore Gupta (DIN: 00014205), Managing Director of the Company, who retire by rotation at the forthcoming Annual General Meeting and being eligible offer himself for re-appointment.

15. DEPOSITS

Your Directors state that no disclosure or reporting is required in respect of details relating to deposits covered under Chapter V of the Act, because there were no transactions on these items during the year under review.

16. DECLARATION BY INDEPENDENT DIRECTORS:

Company has following three Independent Directors:

S. No.	Name & DIN	Date of Original Appointment	Date of Appointment in terms of Provisions of Companies Act, 2013
1	Mr. Laxmendra Maheshwari (DIN:00278005)	25/06/2009	27/03/2015
2	Mr. Shahshendra Lahri (DIN:02704101)	25/06/2009	27/03/2015
3	Mrs. Chhavi Kharb (DIN:01791358)	27/03/2015	--

All the above named Independent Directors have submitted to the company, declarations to the effect that they meet the criteria of Independence as specified/provided in Section 149(6) of the Companies Act, 2013 and Regulation 16 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Disclosure Requirements) Regulations, 2015 the terms and conditions of appointment of independent directors are placed on the Companyâs website (http://www.stardeltatransformers.com/star delta investor1.php)

A separate meeting of Independent Directors of the Company was conducted on 27th November, 2017 in terms of provisions of Schedule IV of the Companies Act, 2013. All the independent directors of the Company were present at the meeting.

17. ANNUAL EVALUATION

Pursuant to the provisions of the Companies Act, 2013, Schedule IV & Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the company has evaluated the performance of every Director, Independent Directors, Board and its Committees and Chairperson based on the criteria laid down by the Nomination and Remuneration Committee. Rating sheets were circulated to the directors for the purpose of evaluation. A summary of performance evaluation of the Board, its Committees and individual directors was prepared on the basis of rating sheets received from the individual directors and the same was placed before the Board.

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

The Company has in place adequate internal financial controls with reference to financial statements.

19. CORPORATE SOCIAL RESPONSIBILITY:

Company ceases to be a company covered under 135(1) of Companies Act 2013 for three consecutive financial years hence provisions of Corporate Social Responsibility does not apply to the company.

There are no details that are required to be reported in Annual Report on CSR activities.

20. ANTI SEXUAL HARASSMENT POLICY:

The Company has zero tolerance towards sexual harassment at the workplace. The Company has in place an Anti-Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Work place (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2017-18, no complaints were received by the committee.

21. VIGIL MECHANISM:

As per Section177(9) and (10) of the Companies Act, 2013, and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The same has been posted on the website of the Company. No personnel of the Company were denied access to the Audit Committee.

22. NUMBER OF MEETINGS OF THE BOARD:

Following Meetings of the Board of Directors were held during the Financial Year 2017-18:

S. No.	Date of Meeting	Board Strength	No. of Directors Present
1	29/05/2017	5	5
2	11/08/2017	5	5
3	25/10/2017	5	5
4	13/11/2017	5	5
5	12/02/2018	5	5

Note: The board meeting held on 11/08/2017 was adjourned for considering some remaining business/agenda and the adjourned meeting was held on 12/09/2017 and all the Directors was present in adjourned meeting.

23. COMMITTEES OF THE BOARD

The Companyâs Board has the following Committees:

A. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and rules made there under, the Board has constituted/reconstituted Audit Committee. The Audit Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Audit committee is an Independent Director. Committee consists of the following Directors:

S. No.	Name & DIN	Status (Chairman/ Member)	Category
1	Mrs. Chhavi Kharab (DIN:01791358)	Chairperson	Independent/ Non-executive
2	Mr. Laxmendra Maheshwari (DIN:00278005)	Member	Independent/ Non-executive
3	Mr. Rakesh Gupta (DIN:00014139)	Member	Promoter/ Executive

B. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and rules made there under, the Board has constituted/reconstituted Nomination and Remuneration Committee. The Nomination and Remuneration Committee consists of three non-executive Directors out of which two are Independent Directors. The Chairman of the Nomination and Remuneration Committee is an Independent Director. The table sets out the composition of the Committee:

S. No.	Name & DIN	Status (Chairman/ Member)	Category
1	Mr. Laxmendra Maheshwari (DIN:00278005)	Chairman	Independent/ Non-executive
2	Mr. Shashendra Lahri (DIN:02704101)	Member	Independent/ Non-executive
3	Mrs. Chhavi Kharab (DIN:01791358)	Member	Independent/ Non-executive
4	Mr. Kishore Gupta (DIN:00014205)	Member	Promoter/ Executive

C. Stakeholders Relationship Committee

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and rules made there under, the Board has constituted/reconstituted Stakeholders Relationship Committee. The Stakeholders Relationship Committee consists of three Directors out of which two are Independent Directors. The Chairman of the Stakeholders Relationship Committee is an Independent Director. Committee consists of the following Directors:

S. No.	Name & DIN	Status (Chairman/ Member)	Category
1	Mr. Laxmendra Maheshwari (DIN:00278005)	Chairman	Independent/ Non-executive
2	Mrs. Chhavi Kharab (DIN:01791358)	Member	Independent/ Non-executive
3	Mr. Rakesh Gupta (DIN:00014139)	Member	Promoter/ Executive

D. Corporate Social Responsibility Committee

The Board has constituted Corporate Social Responsibility Committee in accordance with the provisions of Section 135 of the Companies Act, 2013 and rules made there under. The Corporate Social Responsibility Committee consists of three or more directors, out of which at least one director shall be an independent director. Committee consists of the following Directors:

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

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

24. TRAINING TO INDEPENDENT DIRECTORS:

With a view to familiarize the independent directors with the Companyâs operations, as required under regulation 25(7) of the SEBI Listing Regulations, 2015, the Company conduct various familiarization programmes for the independent directors as and when required.

The details of such familiarization programmes are placed on the Companyâs website www.stardeltatransformers.com

25. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

A. The ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year:

S. No.	Name	Designation	Ratio to Median Remuneration
01.	Mr. Kishore Gupta (DIN:00014205)	Chairman & Managing Director	14.26
02.	Mr. Rakesh Gupta (DIN:00014139)	Whole Time Director	09.50

Notes:

Number of employees for calculations (as on 31.03.2018)

Median basic remuneration of employees other than directors

B. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

There was a 25% increase in the basic remuneration of Miss Shweta Agarwal, Company secretary cum compliance officer (From 1st April 2017 to 25th October 2017)

C. The percentage increase in the median remuneration of employees in the financial year:

	2017-18	2016-17	Percentage increase in median remuneration in 2017-18
Median Remuneration of employees other than whole time directors	1,34,340	1,16,880	14.93%

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

Total permanent employees as on 31.03.2018 are Forty seven excluding Directors

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

On an average individual employees remuneration increased by 7%-8% from Financial year 2016-17 to Financial year 2017-18,There 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 year 2017-18.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration.

F. 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 the Company.

G. Statement containing the particulars of employees in accordance with Rule 5 (2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

There was no employee who in terms of remuneration drawn:

I. If employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than one crore and two lakh rupees.

II. If employed for part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in aggregate, was not less than eight lakh and fifty thousand rupees per month.

III. If employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company.

26. REMUNERATION POLICY:

The remuneration policy as recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting is presented in the Corporate Governance report forming part of the Annual report.

27. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account

28. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

29. SHARES TRANSFERRED TO IEPF SUSPENSE ACCOUNT:

Pursuant to applicable provisions of the Companies Act 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (âthe Rulesâ), as amended, all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF established by the Government of India, after the completion of seven years. Further according to the Rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF authority, Accordingly, the Company has transferred the unclaimed and unpaid dividends of Rs.9300/- along with the interest of Rs.3324/-for the year 2009-2010. Further 2100 corresponding shares were transferred as per the requirement of IEPF rules

Details of the same can be accessed from the website of the company. http://www.stardeltatransformers.com/ star_delta_iepf.php

30. CODE OF CONDUCT:

Regulation17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company (http://www.stardeltatransformers.com/index.php.)All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended 31 March 2018. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

31. CORPORATEGOVERNANCE:

A separate report on the Corporate Governance is attached as a part of the annual report. The Auditors Certificate regarding Compliance of the conditions of Corporate Governance is also annexed here to as Annexure II, which forms part of this report.

32. MANAGEMENT DISCUSSION & ANALYSIS:

As per Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company was required to prepare/attach a Management Discussion and Analysis Report as a part of this Boardâs Report or addition thereto and the same is attached as Annexure to this Report.

33. AUDITORS AND REPORT THEREON:

Statutory Auditor

In terms of the provisions of Section 139 of the Companies Act, 2013, members of the Company in the 41st Annual General Meeting (AGM) held on 28th September, 2017 has appointed M/s. S.L. Khabya & Co, Chartered Accountants, (FR No. 00004-C), as the Statutory Auditors of the Company for a period of five years i.e. up to the conclusion of the AGM of the Company for the financial year 2021-22.

There are no qualifications or adverse remarks in the Auditors Report which required any clarification/explanation. The notes on financial statements are self-explanatory, and needs no further explanation.

Further the Auditorsâ Report for the financial year ended, 31st March, 2018 is annexed herewith for your kind perusal and information.

Secretarial Auditor

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made there under the Company has appointed, ASA & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2017-18 in the prescribed form MR-3 is annexed to this Report (ANNEXURE-III).

Pursuant to the provisions of section 204(3) and 134(3) of the Companies Act, 2013 and Rules made there under, the Board of directors of Star Delta Transformers Limited provide the clarification in respect to the observations raised by the Secretarial auditor in Secretarial audit report.

Company is in compliance with all the provisions of various acts applicable to the Company. However due to inevitable reasons, some points were missed. Company has taken note of the same and will ensure compliance in the future.

Cost Audit:

Pursuant to section 148 of the Companies Act, 2013, and the Rules made there under, the Board of Directors had, on the recommendation of the Audit Committee, appointed of M/s. Sanjay Kasliwal Cost Accountants, to audit the cost accounts of the Company for the financial year 2018-19 and in terms of provisions of Section 148(3) of the Companies Act, 2013 read with Rule 14 of the Companies (Audit and Auditors) Rules, 2014, remuneration payable to the cost auditor (M/s. Sanjay Kasliwal Cost Accountants) is proposed for ratification by the members at the forthcoming 42nd AGM.

34. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following 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 (including sweat equity shares) to employees of the Company under any scheme.

4. Buy Back of Shares.

5. Significant or material orders passed by the Regulators or Courts or Tribunals which impact the going concern status and Companyâs operations in future.

Your Directorâs further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

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

During the year under review, there is no fraud being or has been committed in the Company or against the Company by officers or employees of the Company, which are reportable by the Auditors to the Central Government or to the Board or to the Audit Committee under Section 143(12) of the Companies Act, 2013; therefore no disclosure required in this regard.

36. DIRECTORS RESPONSIBILITY STATEMENT:

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

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 or loss of the company for that period;

(c) the directors had taken proper and sufficient care 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) the directors, had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

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

37. COMPLIANCES OF SECRETARIAL STANDARDS:

The Directors have devised proper systems to ensure compliance with the provisions of all applicable Secretarial Standards and that such systems are adequate and operating effectively.

38. ACKNOWLEDGEMENT

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

On behalf of Board of Directors

Place : Bhopal Sd/- Sd/-

Date : 10^th August, 2018 (KISHORE GUPTA) (RAKESH GUPTA)

(DIN : 00014205) (DIN : 00014139)

CHAIRMAN & MANAGING DIRECTOR Whole-time DIRECTOR

Mar 31, 2016

DIRECTOR''S REPORT

THE MEMBERS

STAR DELTA TRANSFORMERS LIMITED BHOPAL

The Directors have pleasure in presenting the 40th Annual Report of your Company for the financial year ended 31st March, 2016.

(Rupees in Thousands)

1. FINANCIAL HIGHLIGHTS AND OPERATION:

	2015-2016	2014-2015
Sales and other income	787916	534245
Profit before depreciation	55998	31082
Depreciation	7834	8898
Profit before tax	48164	22184
Provision for tax	15800	5413
Differed tax provision written off	1200	-
Income tax earlier year	(481)	(14)
Net Profit after tax	31645	16771
Profit brought forward from previous year	6685	1707
Transfer to general reserve	5000	10000
Balance carried	33330	6685

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

The Company''s revenue has been increased from Rs.534244817 to Rs 787915576. i.e. 47.48% and Company''s profit before tax has increased from Rs 22183331 to Rs 48164389 i.e. 117.11%.

Company is expected to have good demand for Distribution and Power Transformers and power related equipments because massive investments are planned in coming years by the Govt. (Central & States) as well as private sector.

3. DIVIDEND:

The Board of Directors has not recommended any dividend for the financial year 2015-16.

4. AMOUNTSTRANSFERREDTO RESERVES:

The Company has transferred Rs 50 Lakh to its General reserve.

5. DETAILS OF SUBSIDIARY/JOINTVENTURES/ASSOCIATE COMPANIES

As on March 31, 2016, the Company does not have any Subsidiary/Joint Venture/Associate Companies.

6. CHANGE INTHE NATURE OF BUSINESS:

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

7. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

8. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: I)

9. LOANS, GUARANTEES AND INVESTMENTS

The company has not given any loan to any person or other body corporate or given any guarantee or provided security in connection with a loan to any other body corporate or person or acquired by way of subscription, purchase or otherwise, the securities of any other body corporate during the financial year under review.

10. RELATED PARTYTRANSACTIONS

The Related party contracts / arrangements / transactions entered into by the Company do not fall under the ambit of Section 188(1) of the Companies Act 2013 and all related party transaction during the financial year were at arm''s length and in ordinary course of business. In compliance with the provisions of the Act and Regulation 23(2) of the Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015, Company has obtained omnibus approval from the Audit Committee and transactions were reported to the Audit Committee / Board at their quarterly meeting.

During the Fiscal 2016, there have been no materially significant related party transactions that is exceeding ten percent of the annual consolidated turnover as per the last audited financial statements between the Company and Directors, management, subsidiaries or relatives, as defined under Section 188 of the Act and Regulation 23 the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015.

There are no transactions that are required to be reported in Form AOC-2 and as such does not form part of the Report.

The Company has formulated the policy on materiality of Related party transactions as per Securities and Exchange Board Of India (Listing Obligations And Disclosure Requirements) Regulations, 2015,The same has been available on the company''s website http://www.stardeltatransformers.com/index.php

Suitable disclosures have been made in the financial statements as prescribed in accounting standards.

11. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Conservation of Energy:

A. POWER & FUEL CONSUMPTION	2015-16	2014-15
I ELECTRICITY
Purchased Units	364993	346676
Total Amount (Rs.)	3425925	3027451
Rate per Unit (Rs.)	9.39	8.73
Own Generation
Diesel Generator, Units	1170	719
Units per Ltr. Of Diesel	35	34.00
Average Cost per unit (Rs)	35	34.00

II COAL	â	â
Quantity (MT)	â	â
Total Cost (Rs)	â	â
Average Rate (Rs)	â	â

B . CONSUMPTION PER UNIT OF PRODUCTION

	STANDARD (IF ANY)	2015-16	2014-15
Products (with Details)	Transformers	1434.154	789.652 MVA
Units KVAH	â	364993	346676
Electricity/ MVA	â	254.50	439.02
Coal	â	â	â

Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company''s has not imported technology durning the last three years and No Research work has been carried out and therefore there is no expenditure on this account.

Foreign Exchange earnings and outgo:

Foreign Exchange Earnings: NIL

Foreign Exchange Outgo: 51605831

12. RISK MANAGEMENT

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of firm''s strategic management. Risk Management is a continuous process. There are four fundamental approaches:

- Identity

- Asses & Evaluate

- Take action

- Review & report Identified risk elements

- State/local regulations

- Labour concerns

- General economic conditions

- Commodity/ Raw material prices

- Competition

- Demand for products

- Technology innovation

- Legal/ Secretarial

- Natural disasters

13. DIRECTORS AND KMP:

Darning the Financial year 2015-16 the following changes have occurred in the constitution of Directors/KMP of the Company:

- Miss Shweta Agarwal, was appointed as the Company Secretary and Compliance officer of the company in the Board meeting held on 22nd April 2015 and was designated as Key managerial personnel.

- Pursuant to provisions of section 152 and Articles of Association of the Company, Mr. Kishore Gupta [DIN: 00014205], Managing Director will retire by rotation at the Annual General Meeting and being eligible, has offered himself for re-appointment.

14. DEPOSITS

The company has not accepted any deposits during the year 2015-16.

Company''s Board of Director comprises of following three Independent Directors:

15. INDEPENDENT DIRECTORS & DECLARATION

Name	Date of Original appointment	Date of Re-appointment
Mr. Laxmendra Maheshwari (DIN:00278005)	25/06/2009	27/03/2015
Mr. Shahshendra Lahri (DIN:02704101)	25/06/2009	27/03/2015
Mrs. Chhavi Kharb (DIN: 01791358)	27/03/2015	-

All the Independent Directors have confirmed that they meet the criteria as mentioned under Regulation 16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations.

The Company issues a formal letter of appointment to independent directors in the manner as provided in the Companies Act, 2013. As per regulation 46(2) of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the terms and conditions of appointment of independent directors are placed on the Company''s website (http://www.stardeltatransformers.com/star delta investor1.php)

A separate meeting of Independent Directors was conducted as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 on 13th August 2015. All the independent directors were present for the meeting.

16. ANNUAL EVALUATION

17. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS

Internal financial controls with reference to the financial statements were adequate and operating effectively.

18. CORPORATE SOCIAL RESPONSIBILITY

Detailed information report on corporate social responsibility policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annexed Annual Report on CSR activities. (Annexure: II)

During the year, the Company''s spend on the CSR activities has been less than the limits prescribed under Companies Act, 2013. However, our CSR committee is constantly working to channelize the funds in line with CSR objectives. Company is in the process of evaluating and identifying the programmes and is in dialogue with various organizations for implementing the CSR activities, In future, the Company will Endeavour to spend on CSR activities in accordance with the prescribed limits.

19. ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2015-16, no complaints were received by the committee.

20. VIGIL MECHANISM

As per Section 177(9) and (10) of the Companies Act, 2013, and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The same has been posted on the website of the Company. No personnel of the Company was denied access to the Audit Committee.

21. NUMBER OF MEETINGS OFTHE BOARD

There were nine meetings of the Board held during the year, details of which are as follows:

S.No.	Date	Board Strength	No. of Directors Present
1	22.04.2015	5	5
2	30.05.2015	5	5
3	24.06.2015	5	3
4	11.07.2015	5	3
5	13.08.2015	5	5
6	09.11.2015	5	5
7	25.12.2015	5	4
8	23.01.2016	5	3
9	01.03.2016	5	3

22. COMMITTEES OFTHE BOARD

The Company''s Board has the following Committees:

1. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act 2013 and rules made there and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Committee consists of the following members:

Name of Member	Category	Status
Mrs. Chhavi Kharab (DIN:01791358)	Non-Executive Independent Director	Chairperson
Mr. Laxmendra Maheshwari (DIN:00278005)	Non-Executive Independent Director	Member
Mr. Rakesh Gupta (DIN:00014139)	Executive Director	Member

2. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules made there and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 the Committee consists of the following members:

Name of Member	Category	Status
Mr. Laxmendra Maheshwari (DIN:00278005)	Non-Executive Independent Director	Chairperson
Mr. Shashendra Lahri (DIN:02704101)	Non-Executive Independent Director	Member
Mrs. Chhavi Kharab (DIN:01791358)	Non-Executive Independent Director	Member
Mr. Kishore Gupta (DIN:00014205)	Executive Director	Member

3. Stakeholders Relationship Committee

Name of Member	Category	Status
Mr. Laxmendra Maheshwari (DIN:00278005)	Non-Executive Independent Director	Chairperson
Mrs. Chhavi Kharab (DIN:01791358)	Non-Executive Independent Director	Member
Mr. Rakesh Gupta (DIN:00014139)	Executive Director	Member

4. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act 2013 and rules made there under, Corporate Social Responsibility Committee consists of the following members:

Name of Member	Category	Status
Mr. Kishore Gupta (DIN:00014205)	Executive Director	Chairperson
Mr. Rakesh Gupta (DIN:00014139)	Executive Director	Member
Mr. Laxmendra Maheshwari (DIN:00278005)	Non-Executive Independent Director	Member

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

23. TRAININGTO INDEPENDENT DIRECTORS:

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

The details of such familiarization programmes are placed on the Company''s website www.stardeltatransformers.com

24. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name	Designation	Ratio to median remuneration
Kishore Gupta	Managing Director	13.22
Rakesh Gupta	Whole time director	09.69

Notes:

Number of employees as on 31.03.2016

Median remuneration of employees other than directors

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

There was 10% increase in the remuneration of Mr Rakesh Gupta (DIN: 00014139) whole time director & chief financial officer in the financial year 2015-16.

c. The percentage increase in the median remuneration of employees in the financial year:

	2015-16	2014-15	Percentage increase in median remuneration in 2015-16
Median Remuneration of employees other than whole time directors	108900	88200	23.46%

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

Total permanent employees as on 31.03.2016 are Fifty two excluding Directors

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

On an average individual employees remuneration increased by 8%-10% from Financial year 2014-15 to Financial year 2015-16, There was 10% increase in the remuneration of Mr Rakesh Gupta (DIN: 00014139) whole time director & chief financial officer in the financial year 2015-16.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration

f. The key parameters for any variable component of remuneration availed by the directors:

None

g. 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 the Company.

Statement showing employees who are covered under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

Name	Designation	Remunerati on (per month)	Nature of employment, whether contractual or otherwise	Qalifications and experience of the employee	Date of commencement of employment	Age	The last employment held by such employee before joining the Company	The percentage fo equity shares held by the employee in the Company	Whether any such employee is a relative of any director or manager of the Company and if so, name of such Director or manager
Anil Ranjan Das	Vice President	113000	Permanent	B.E.	01.12.2008	57	Self-employed	Nil	No
Mayank Gupta	Vice President	66000	Permanent	B.E., MBA	22.06.2011	30	Self-employed	14.27	Yes (son of Mr. Kishore Gupta, Managing director)
RohitShrivastava	Sales Executive	27510	Permanent	B. Tech	01.10.2001	44	Self-employed	Nil	No
A.K. Daga	Accountant	22000	Permanent	M. Com	16.08.1991	56	Self-employed	0.01	No
R.K. Dixit	Manager	22000	Permanent	Graduate	17.00.2015		Self-employed	Nil	No
Miss ShwetaAgarwal	Company Secretary & Compliance officer	20000	Permanent	Company Secretary	22.04.2015	26	Self-employed	Nil	No
Tahir Hussain	Supervisor	18280	Permanent	Graduate	01.11.2009	56	Self-employed	0.03	No
Raj Babu Sharma	Supervisor	15800	Permanent	B.E.	01.12.2012	35	Self-employed	Nil	No
Pradeep Kumar	Supervisor	15600	Permanent	B.E.	15.11.2013	40	Self-employed	Nil	No
Ravi Karan	Supervisor	15600	Permanent	B.E.	15.11.2013	30	Self-employed	Nil	No

25. REMUNERATION POLICY:

26. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account

27. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

28. CODE OF CONDUCT:

Regulation 17(5) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 requires listed companies to lay down a Code of Conduct for its directors and senior management, incorporating duties of directors as laid down in the Companies Act, 2013. As required the said code has been posted on the website of the Company (http://www.stardeltatransformers.com/index.php.) All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended 31 March 2016. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

29. MEMORUNDUM AND ARTICLES OF ASSOCIATION

The Company has sought the consent of the members in ensuing Annual General meeting to amend the Articles of Association of the Company.

30. REGISTRAR &TRANSFER AGENT OFTHE COMPANY

The RTA division of System Support Services will be merging with Link In time with effect from 1st October 2016. The Board of Directors of your Company, at their meeting held on 13th August, 2016, approved the appointment of, Link In time India Pvt Ltd (LI) as the Registrar & Transfer Agent with effect from 1st October 2016.

31. CORPORATE GOVERNANCE

A separate report on the Corporate Governance is attached as a part of the annual report. The Auditors Certificate regarding Compliance of the conditions of Corporate Governance is also annexed hereto as Annexure III which forms part of this report.

32. MANAGEMENT DISCUSSION & ANALYSIS

A separate report on the Management Discussion & Analysis is attached as a part of the annual report.

33. AUDITORS and REPORT thereon Statutory Audit

The Auditors M/s. A.K. Khabya & Co, Chartered Accountants, (FR No. 001994C) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting .

There are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

Secretarial Audit

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made there under the Company has appointed, ASA & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2015-16 in the prescribed form MR-3 is annexed to this Report (ANNEXURE- IV).

Pursuant to the provisions of section 204(3) and 134(3) of the Companies Act, 2013 and Rules made there under, the Board of directors of Star Delta Transformers Limited provide the following clarification in respect to the observations raised by the Secretarial auditor in Secretarial audit report:

Cost Audit

Pursuant to section 148 of the Companies Act, 2013, and the Rules made there under, the Board of Directors had, on the recommendation of the Audit Committee, appointed of M/s. Sanjay Kasliwal Cost Accountants, to audit the cost accounts of the Company for the financial year 2016-17 on a remuneration of Rs. 25000/-(Rupees Twenty five thousand) plus out of pocket expenses on the recommendation of Audit Committee, subject to ratification by the shareholders at the annual general meeting. Accordingly, a resolution seeking members'' ratification for the remuneration payable to the cost auditor is included in the Notice convening the annual general meeting.

34. GENERAL DISCLOSURES:

Your Directors state that no disclosure or reporting is required in respect of the following 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 (including sweat equity shares) to employees of the Company under any scheme.

4. Buy Back of Shares.

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

6. During the Financial Year 2015-16, no change has been occurred in the share capital of the Company. (General disclosure)

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

There is no fraud being or has been committed against the company by officers or employees of the company, which are reportable by the Auditors to the Central Government under sub-section (12) of Section 143 and which need to be disclosed in the Board report during the year under review.

36. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 period;

(c) The directors had taken proper and sufficient care 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) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT

On behalf of Board of Directors

Place : Bhopal Sd/- Sd/-

Date : 13^th August, 2016 (KISHORE GUPTA) (RAKESH GUPTA)

(DIN :00014205) (DIN :00014139)

MANAGING DIRECTOR DIRECTOR

Mar 31, 2015

To

THE MEMBERS

STAR DELTA TRANSFORMERS LIMITED

BHOPAL

The Directors have pleasure in presenting the 39th Director's Report of your Company together with the Audited Statement of Accounts and the Auditors' Report of your company for the financial year ended, 31st March, 2015.

1. FINANCIAL HIGHLIGHTS AND OPERATION:

(Rupees in Thousands)

2014-2015 2013-2014

Sales and other income 534245 665880

Profit before depreciation 31082 39499

Depreciation 8898 8626

Profit before tax 22184 30873

Provision for tax 5413 6200

Deferred

Deffered tax provision written off - 618

Income tax earlier year (14) 267

Net Profit after tax 16771 30585

Profit brought forward from previous year 1707 2877

Transfer to general reserve 10,000 30000

Balance carried forward 6685 2877

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

The Company's revenue has been declined from Rs. 66,58,80,858 to Rs 534244817 i.e. 19.76% and Company's profit before tax has declined from Rs 30873013 to Rs 22183331 i.e. 28.14% due to slowdown in global and Indian economies, volatile markets, high competition, increase in production costs and other operating and administrative costs.

Company is expected to have good demand for Distribution and Power Transformers and power related equipments because massive investments are planned in coming years by the Govt. (Central & States) as well as private sector.

3. DIVIDEND:

Keeping in view the overall performance during the year, your Directors are pleased to recommend a dividend of Rs 0.50 per equity share on the face value of Rs. 10/- each

4. AMOUNTS TRANSFERRED TO RESERVES:

The Company has transferred Rs 100 Lakh to its General reserve.

5. CHANGES IN SHARE CAPITAL, IF ANY:

During the Financial Year 2014-15, no change has been occurred in the share capital of the Company.

6. MATERIAL CHANGES AND COMMITMENTS:

No material changes and commitments affecting the financial position of the Company occurred between the end of the financial year to which this financial statements relate on the date of this report

7. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, in Form MGT-9 is annexed herewith for your kind perusal and information. (Annexure: I)

8. LOANS, GUARANTEES AND INVESTMENTS:

There were no loans, guarantees or investments made by the Company under Section 186 of the Companies Act, 2013 during the year under review and hence the said provision is not applicable.

9. RELATED PARTY TRANSACTIONS:

The Company has entered into various Related Parties Transactions as defined under Section 188 of the Companies Act, 2013 with related parties as defined under Section 2 (76) of the said Act. Further all the necessary details of transaction entered with the related parties are attached herewith in Form No. AOC-2.(Annexure: II).

The policy on RPT as approved by Board is uploaded on the Company's website www.stardeltatransformers.com Suitable disclosures have been made in the financial statements as prescribed in accounting standards.

All related party transactions which were entered into during the year were on an arm's length basis, in the ordinary course of business and not material under clause 49 of Listing Agreement and does not require shareholders' prior approval under the Companies Act, 2013 and Listing Agreement. Company has obtained approval from the Regional Director under Section 297 (1) of the Companies Act 1956 through letter No. RD(NWR)/Sec.297/310/2013/3238 dated 10 September 2013 and letter No. RD(NWR)/Sec.297/313/2013/2956 dated 22 August 2013.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE OUTGO:

Conservation of Energy:

Company continues its efforts to reduce and optimize the energy consumption at all manufacturing facilities, including corporate office through continuous monitoring and high degree of awareness for energy conservation. Company also has its own solar power plant.

Technology Absorption:

The Company continues to use the latest technologies for improving the productivity and quality of its services and products. The Company's has not imported technology durning the last three years and No Research work has been carried out and therefore there is no expenditure on this account.

11. RISK MANAGEMENT:

Risk management policy and processes enable the Company to proactively manage uncertainty and changes in the internal and external environment to limit negative impacts and capitalize on opportunities. Risk Management is a central part of firm's strategic management.Risk Management is a continuous process. There are four fundamental approaches:

- Identity

- Asses & Evaluate

- Take action

- Review & report

Identified risk elements

- State/local regulations

- Labour concerns

- General economic conditions

- Commodity/ Raw material prices

- Competition

- Demand for products

- Technology innovation

- Legal/ Secretraial

- Natural disasters

Company through its functional heads reviews from time to time the deviation from the benchmarks and promptly make report to the Board, which in turn takes the corrective action to avoid severe conditions. The framework seeks to create transparency, minimize adverse impacts on the business objectives and enhance the Company's competitive advantage.

12. DIRECTORS and KMP:

During the financial year 2014-15 the following changes have occurred in the constitution of Directors/KMP of the company:

- Mr. Kishore Gupta, (DIN: 00014205) was reappointed as the Managing Director in the Extra ordinary general meeting for a term of five years held on 27th March 2015 and was designated as KMP in the Board meeting held on 27th March 2015.

- Mr. Rakesh Gupta (DIN: 00014139), Whole time director was Designated as Key managerial Personnel(Chief financial officer) in the Board meeting held on 27th March 2015.

- Mrs. Chhavi Kharb (DIN: 01791358) was appointed as the Women cum Independent director for a term of five years in the Extra ordinary general meeting held on 27th March 2015

- Mr. Laxmendra Maheshwari (DIN:00278005) was reappointed as the Independent Director in the Extra ordinary general meeting for a term of five years held on 27th March 2015

- Mr. Shahshendra Lahri (DIN:02704101) was reappointed as the Independent Director in the Extra ordinary general meeting for a term of five years held on 27th March 2015

13. DEPOSITS:

The company has not accepted any deposits during the year 2014-15.

14. INDEPENDENT DIRECTORS & DECLARATION:

Company's Board of Director comprises of following three Independent Directors:

Name Date of Original appointment Date of Re-appointment

Mr. Laxmendra Maheshwari (DIN:00278005) 25/06/2009 27/03/2015

Mr. Shahshendra Lahri (DIN:02704101) 25/06/2009 27/03/2015

Mrs. Chhavi Kharb (DIN: 01791358) 27/03/2015 -

The Board of Directors of the Company hereby confirms that all the Independent directors duly appointed by the Company have given the declaration and they meet the criteria of independence as provided under section 149(6) of the Companies Act, 2013.

The Company issues a formal letter of appointment to independent directors in the manner as provided in the Companies Act, 2013 and clause 49 of the Listing Agreement. The terms and conditions of appointment of independent directors are placed on the Company's website.

A separate meeting of Independent Directors was conducted as per the Clause 49 of the Listing Agreement on 30th October, 2014. All the independent directors were present for the meeting.

15. ANNUAL EVALUATION:

Pursuant to the provisions of the Companies Act, 2013, Schedule IV & Clause 49 of the Listing agreement, the company has evaluated the performance of every Director, Independent Directors, Board and its Committees and Chairperson based on the criteria laid down by the Nomination and Remuneration Committee. Rating sheets were circulated to the directors for the purpose of evaluation. A summary of performance evaluation of the Board, its Committees and individual directors was prepared on the basis of rating sheets received from the individual directors and the same was placed before the Board.

16. DETAILS OF ADEQUACY OF INTERNAL FINANCIAL CONTROLS:

Internal financial controls with reference to the financial statements were adequate and operating effectively.

17. CORPORATE SOCIAL RESPONSIBILITY:

Detailed information report on corporate social responsibility policy developed and implemented by the Company on CSR initiatives taken during the year pursuant to section 135 of the Companies Act, 2013 is given in the annexed Annual Report on CSR activities. (Annexure: III) Company has not spent on the CSR activities in the Financial year 2014-15. During the financial year, our efforts focused on monitoring and impact measuring systems so as to ensure that CSR Funds are optimally utilized. We are currently in the process of evaluating strategic avenues for CSR expenditure in order to deliver optimal impact. In the years to come, we will further augment our effort to meet the targeted CSR spends. We will make concerted efforts to spend the prescribed CSR amount in the subsequent years.

18. ANTI SEXUAL HARASSMENT POLICY:

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2014-15, no complaints were received by the committee.

19. VIGIL MECHANISM:

As per Section 177(9) and (10) of the Companies Act, 2013, and as per the Clause 49 of the Listing Agreement, the company has established Vigil Mechanism for directors and employees to report genuine concerns and made provisions for direct access to the chairperson of the Audit Committee. Company has formulated the present policy for establishing the vigil mechanism/ Whistle Blower Policy to safeguard the interest of its stakeholders, Directors and employees, to freely communicate and address to the Company their genuine concerns in relation to any illegal or unethical practice being carried out in the Company. The same has been posted on the website of the Company.

20. NUMBER OF MEETINGS OF THE BOARD:

There were nine meetings of the Board held during the year, details of which are as follows:

S.No. Date Board Strength No. of Directors Present

1 30.05.2014 4 4

2 12.06.2014 4 4

3 30.07.2014 4 4

4 30.10.2014 4 4

5 03.11.2014 4 4

6 31.01.2015 4 4

7 16.02.2015 4 4

8 27.03.2015 5 5

9 30.03.2015 5 4

21. COMMITTEES OF THE BOARD

The Company's Board has the following Committees:

1. Audit Committee

Pursuant to the provisions of Section 177 of the Companies Act 2013 and rules made there under, the Committee was reconstituted by the Board at its meeting held on 27th March 2015.The reconstituted Committee consists of the following members:

Name of Member Status

Mrs. Chhavi Kharab Chairperson

Mr. Laxmendra Maheshwari Member

Mr. Rakesh Gupta Member

Before reconstitution Laxmendra Maheshwari(Chairman), Kishore Gupta and Shashendra Lahri were the members of the Committee.

2. Nomination and Remuneration Committee

Pursuant to the provisions of Section 178 of the Companies Act 2013 and rules made there under, the Board has constituted a Nomination and Remuneration Committee in the meeting held on March 27, 2015 with the following composition:

Name of Member Status

Mr. Laxmendra Maheshwari Chairperson

Mr. Kishore Gupta Member

Mr. Shashendra Lahri Member

Mrs. Chhavi Kharab Member

3. Stakeholders Relationship Committee

Pursuant to Clause 49 and provisions of Section 178 of the Companies Act 2013 and rules made there under, the Shareholder/Investor Grievance Committee was renamed & reconstituted by the Board as Stakeholders Relationship Committee in the meeting held on 27th March 2015 as follows:

Name of Member Status

Mr. Laxmendra Maheshwari Chairperson

Mrs. Chhavi Kharab Member

Mr. Rakesh Gupta Member

Before reconstitution Laxmendra Maheshwari(Chairman), Rakesh Gupta and Shashendra Lahri were the members of the Committee.

4. Corporate Social Responsibility Committee

Pursuant to the provisions of Section 135 of the Companies Act 2013 and rules made there under, Corporate Social Responsibility Committee under was constituted by the Board on 31st January 2015 comprising of the following members:

Name of Member Status

Mr. Kishore Gupta Chairperson

Mr. Laxmendra Maheshwari Member

Mr. Rakesh Gupta Member

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

22. TRAINING TO INDEPENDENT DIRECTORS:

The Company, being conscious of this responsibility, has been following the below mentioned practices which have helped its non-executive and independent directors to equip themselves:

- Presentation by the Managing Director/ Senior Managerial Personnel covering:

- the details of the Company, its history, shareholding pattern, the Board structure, the Board Committees and their functions, Code/policies applicable to the directors, their roles, responsibilities, duties, rights as a director, important developments etc.

- the details of nature of industry, types of products, brands, position of the Company in the industry, sales and distribution channel, etc.

- The details of the business model of the Company, financial details, risk management, treasury management.

- major developments in legal & regulatory areas, as was done in 2014-15, in the areas of the new Companies Act 2013, the new Clause 49 of the Listing Agreement.

ii. The Independent Directors are also encouraged to visit Company's plants and interact with plant heads, functional heads.

The Company management has reviewed these practices from time to time and is of the opinion to continue them for the benefit of non-executive and independent directors.

23. PARTICULARS OF EMPLOYEES:

The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

a. The ratio of the remuneration of each director to the median remuneration of the employees of the Company for the financial year:

Name Designation Ratio to median remuneration

Kishore Gupta Managing Director 16.32

Rakesh Gupta Whole time director 10.88

Notes:

Number of employees as on 31.03.2015

Median remuneration of employees other than whole time directors

b. The percentage increase in remuneration of each director, chief executive officer, chief financial officer, company secretary in the financial year:

There was no increase in the remuneration of director, chief executive officer, chief financial officer, company secretary in the financial year 2014-15.

Note: Company has appointed Company Secretary w.e.f. 22nd April 2015.

c. The percentage increase in the median remuneration of employees in the financial year:

2014-15 2013-14 Percentage increase in median remuneration in 2014-15

Median Remuneration of employees 88200 67200 31.25% other than whole time directors

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

Total permanent employees as on 31.03.2015 are Fifty nine excluding whole time Directors

e. The explanation on the relationship between average increase in remuneration and Company performance: Company's revenue has declined from Rs. 665880858 to Rs 534244817 i.e.19.76%

Company's profit before tax has declined from Rs 30873013 to Rs 22183331 i.e. 28.14%

On an average individual employees remuneration increased by 8%-10% from Financial year 2013-14 to Financial year 2014-15.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

f. Comparison of the remuneration of the key managerial personnel against the performance of the Company:

Aggregate remuneration of key managerial personnel (KMP) 2400000

2014-15 2013-14

Remuneration of KMP (as % of revenue) 0.45 0.36

Remuneration of KMP (as % of PBT) 10.81 7.77

Remuneration of KMP (as % of PAT) 14.30 7.84

g. Variations in the market capitalization of the Company, price earnings ratio as at the closing date of the current financial year and previous financial year:

Particulars As on 31.3.2015 As on 31.3.2014

Market Capitalization 21.87 Cr. 21.21 Cr.

P/E Ratio 13.04 6.93

h. Percentage increase over decrease in the market quotations of the shares of the Company in comparison to the rate at which the Company came out with the last public offer:

The Company has not made any public offer in the recent past and accordingly comparison of public offer price and the current market price of the Company's shares will not be relevant.

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

On an average individual employees remuneration increased by 8%-10% from Financial year 2013-14 to Financial year 2014-15, However there is no increase in the managerial remuneration.

The increase in remuneration is in line with the market trends, cost of living and to ensure the retention of skilled staff and compliance of Minimum wages Act.

There are no exceptional circumstances for increase in the managerial remuneration

j. Comparison of each remuneration of the key managerial personnel against the performance of the Company:

FY 2014-15 Mr. Kishore Gupta Mr. Rakesh Gupta Managing Director Whole time director & CFO

2014-15 2013-14 2014-15 2013-14

Remuneration 1440000 960000

Revenue 534244817 665880858 534244817 665880858

Remuneration as a % of revenue 0.26 0.21 0.17 0.14

Profit Before tax (PBT) 22183331 30873013 22183331 30873013

Remuneration as a % of PBT 6.49 4.66 4.32 3.10

k. The key parameters for any variable component of remuneration availed by the directors:

None.

l. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year:

None.

m. 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 the Company.

Statement showing employees who are covered under Rule 5 (2) (iii) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

Designation of the employee Mr. A.R. Das, Vice President

Remuneration received 105000 per month

Nature of employment, whether contractual or otherwise Permanent

Qualifications and experience of the employee B.E. 35 years

Date of commencement of employment 01st December 2008

The age of such employee 56

The last employment held by such employee before joining the company Self-employed

The percentage of equity shares held by the employee in the company NIL

Whether any such employee is a relative of any director or manager of the NO company and if so, name of such director or manager:

24. REMUNERATION POLICY:

The remuneration policy as recommended by the Nomination and Remuneration Committee and approved by Board in Board meeting is presented in the Corporate Governance report forming part of the Annual report.

25. SHARES IN SUSPENSE ACCOUNT:

There are no shares in suspense account

26. SHARES IN UNCLAIMED SUSPENSE ACCOUNT:

There are no shares in unclaimed suspense account

27. CODE OF CONDUCT:

During the year, a revised code of conduct for all Board members and Senior Management of the Company was approved by the Board to comply with the provisions of revised clause 49. The said code has been posted on the website of the Company. All the Board members and Senior Management personnel have affirmed compliance with the code for the year ended 31 March 2015. A declaration to this effect signed by the Managing Director forms part of the Corporate Governance report.

28. MEMORANDUM AND ARTICLES OF ASSOCIATION:

The Company has adopted a new set of Memorandum and Articles of Association in accordance with the provisions of Companies Act 2013 in the Extra Ordinary General meeting held on 27th March 2015.

29. CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the annual report. The Auditors Certificate regarding Compliance of the conditions of Corporate Governance is also annexed hereto as Annexure IV which forms part of this report.

30. SECRETARIAL AUDIT:

Pursuant to the provisions of section 204 of the Companies Act, 2013 and Rules made thereunder the Company has appointed, ASA & Associates, Company Secretaries in Practice, to undertake the secretarial audit of the Company. Secretarial Audit Report for the year 2014-15 in the prescribed form MR-3 is annexed to this Report (ANNEXURE- V).

Pursuant to the provisions of Section 204 (3) and 134 (3) and rules made there under, the Board of Directors of Star Delta Transformers Limited provide the following clarification in respect to the observations raised by the Secretarial Auditor in Secretarial Audit report:

Company has always followed good secretarial practices and is in compliance with all the applicable provisions of various Acts, however being so vigilant, due to unavoidable technical reasons, Company missed some points of which Company has taken note of and will ensure compliances in the future.

Also, The Companies Act 2013, is newly incorporated, Company is endeavouring to comply with all the new concepts and provisions.

Company being fully conscious of the points raised by the Auditor assures compliance in the future.

31. AUDITORS and REPORT thereon:

The Auditors M/s. A.K. Khabya & Co, Chartered Accountants, (FR No. 001994C) retire at the ensuing Annual General Meeting and, being eligible, offer themselves for reappointment from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting .

There are no qualifications or adverse remarks in the Auditors' Report which require any clarification/ explanation. The Notes on financial statements are self-explanatory, and needs no further explanation.

32. DIRECTORS' RESPONSIBILITY STATEMENT:

Pursuant to Section 134(5) of the Companies Act, 2013 the Board of Directors of the Company confirms that-

(a) In the preparation of the annual accounts, the applicable accounting standards had been followed along with 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 period;

(c) The directors had taken proper and sufficient care 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) The directors, had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

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

ACKNOWLEDGEMENT:

Your Directors wish to express their grateful appreciation to the continued co-operation received from the Banks, Government Authorities, Customers, Vendors and Shareholders during the year under review. Your Directors also wish to place on record their deep sense of appreciation for the committed service of the Executives, staff and Workers of the Company.

On behalf of Board of Directors

Place : Bhopal

Date : 13th August, 2015 (KISHORE GUPTA)

(DIN : 00014205)

MANAGING DIRECTOR

Mar 31, 2014

Dear members,

The directors present before you the 38th Annual Report of the Company together with the Audited Statement of Accounts for the year ending 31st March 2014.

1. FINANCIAL RESULTS AND OPERATION:

(Rupees in Thousands) 2013-2014 2012-2013

Sales and Other Income 665880 716596

Profit before Depreciation. 39499 56834

Depreciation 8626 6326

Profit before Tax 30873 50508

Provision for Tax 6200 10350

Deferred 00 6580

Net Profit after Tax 30585 34576

Profit brought forward from previous Year 2877 5055

Transfer to General Reserve 30000 35000

Income Tax Earlier year 267 752

Balance carried forward 2877 5056

Your Directors are happy to report that the result achieved by your Company for the year 2013 - 2014 are satisfactory.

2. OPERATION :

Your company has manufactured 958.973 MVA of transformers during the year 2013-14.

3. DIVIDEND :

Keeping in view the overall performance during the year, your directors are pleased to recommend a dividend of Rs. 0.50 per equity Share on the face value of Rs. 10/- each, being 5% dividend, payable to those members whose name appear in the Register of members as on the Book Closure Date.

4. FUTURE OUTLOOK :

The company foresees a great potential in Power Sector during coming years The company is already having huge orders for supply of distribution and Power Transformers. As such company expects to enhance sales & profit during the year 2014-2015.

5. FIXED DEPOSITS:

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

6. PARTICULAR OF EMPLOYEES:

There were no employees drawing salary more than the amount as provided under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

7. AUDITORS:

M/s A.K. KHABYA & CO., Chartered Accountants, the Statutory Auditor of the Company retires at the forthcoming Annual General Meeting and is eligible for re-appointment. The retiring Auditors, have furnished a certificate of their eligibility for re-appointment under Section 139(1) of the Companies Act, 2013 and have indicated their willingness to continue.

8. AUDTTORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments under Section 217 of the Companies Act 1956.

9. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the companies (Amendment) Act, 2000 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting Standards had been followed.

(ii) The directors has 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.

(iii) The directors had taken proper and sufficient care 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

10. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earnings and out go pursuant to provisions of section 217(1)(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as annexure "A" which forms part of this Report .

11. REPORT ON CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed hereto as annexure "B" which forms part of this Report.

12. COMPLIANCE CERTIFICATE:

The compliance certificate as required under section 383A of the Companies Act, 1956 has been obtained from Mr. S. M. Ashraf, Practicing Company Secretary and is form part of the Directors Report with Balance Sheet.

13. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Laxmendra Maheshwari, Independent Director, will retire by rotation and being eligible, offer himself for re-appointment.

14. ACKNOWLEDGEMENT:

Your Directors offer their sincere thanks for the co-operation of the members of the board, bankers, Government agencies and above all the valued employees.

For and on behalf of the Board

Place : Bhopal Sd/- Date : 30th May, 2014 (KISHORE GUPTA) (DIN : 00014205) CHAIRMAN & MANAGING DIRECTOR

Mar 31, 2013

To THE MEMBERS of STAR DELTA TRANSFORMERS LIMITED

BHOPAL

The directors present before you the 37th Annual Report of the Company together with the Audited Statement of Accounts for the year ending 31 st March, 2013.

1. FINANCIAL RESULTS AND OPERATION:

(Rupees in Thousands)

2012-2013 2011-2012

Sales and Other Income 716596 668594

Profit before Depreciation. 56834 55630

Depreciation 6326 3810

Profit before Tax 50508 51820

Provision for Tax 10350 17000

Deferred 6580 00

Net Profit after Tax 33578 34820

Profit brought forward from previous Year 5055 1756

Transfer to General Reserve 35000 30000

Income Tax Earlier year 752 -235

Balance carried forward 5056 1756

Your Directors are happy to report that the result achieved by your Company for the year 2012- 2013 are satisfactory.

2. OPERATION:

Your company has manufactured 1087.661 MVA of transformers during the year 2012-13 in comparison to 1023.082 MVA of last year.

3. LISTING OF EQUITY SHARES OF COMPANY ON BOMBAY STOCK EXCHANGE :

The Board is pleased to informe that the Company has received has received the listing permission from the Bombay Stock Exchange for trading of its shares on its stock exchange and the trading in equity shares begins w.e.f. 1.10.2012 on the Bombay Stock Exchange.

4. DIVIDEND :

Keeping in view the overall performance during the year, your directors are pleased to recommend a dividend of Rs. 0.50 per equity Share on the face value of Rs. 10/- each, being 5% dividend, payable to those members whose name appear in the Register of members as on the Book Closure Date.

5. FUTURE OUTLOOK:

The company foresees a great potential in Power Sector during coming years. The company is already having huge orders for supply of distribution and Power Transformers. As such company expects to enhance sales & profit during the year 2013-2014.

6. FIXED DEPOSITS :

The Company has not invited / accepted / renewed any fixed deposits as per the provisions of Section 58 A of the Companies Act 1956 from the public during the year under review.

7. PARTICULAR OF EMPLOYEES:

There were no employees drawing salary more than the amount as provided under the provisions of Section 217 (2A) of the Companies Act, 1956, read with Companies (Particulars of Employees) Rules, 1975.

8. AUDITORS:

M/s A.K.KHABYA & CO., Chartered Accountants, the Statutory Auditors of the Company retire at the forthcoming annual General Meeting and are eligible for re-appointment. The retiring Auditors, have furnished a certificate of their eligibility for re-appointment under Section 224 (1B) of the Companies Act, 1956 and have indicated their willingness to continue.

9. AUDITORS'' REPORT:

The observation made in the Auditors'' Report read together with relevant notes thereon are self explanatory and hence do not call, any further comments.

10. DIRECTORS RESPONSIBILITY STATEMENT:

Pursuant to Section 217(2AA) of the companies (Amendment) Act, 2000 the Directors confirm that:

(i) In the preparation of the annual accounts, the applicable accounting Standards had been followed.

(ii) The directors has 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.

(iii) The directors had taken proper and sufficient care 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.

(iv) The directors have prepared the annual accounts on a going concern basis.

11. CONSERVATION OF ENERGY.TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO:

The statement of particulars with respect to conservation of energy, technology absorption and Foreign Exchange earnings and out go pursuant to provisions of section 217(1 )(e) of the Companies Act, 1956 read with the Companies (Disclosure of particulars in the Report of Board of Directors) Rules, 1988 is annexed hereto as annexure "A" which forms part of this Report.

12. REPORT ON CORPORATE GOVERNANCE:

A separate report on the Corporate Governance and Management Discussion & Analysis is attached as a part of the Annual Report. The Auditors'' Certificate regarding compliance of the conditions of Corporate Governance is also annexed

13. SECREATARIAL AUDIT REPORT:

The compliance certificate as required under section 383a of the companies act, 1956 has been obtained from Mr. Anish Gupta, practicing company secretary and is form part of the Balance Sheet.

14. DIRECTORS:

In accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company, Shri Rakesh Gupta will retire by rotation , and being eligible, offer himself for re-appointment.

15. AMALGAMATION BHOPAL WIRES WITH STAR DELTA:

The Board or Directors at their meeting held on 11th day of December, 2012, have subject to the approval of the Hon''ble High Court of Madhya Pradesh at Jabaipur, Shareholders, Stock Exchanges where the shares of the company are listed and other relevant regulatory authorities, approved the Scheme of Amalgamation Bhopal Wires N Private Limited with Star Delta Transformers Limited. The company is in the process of taking necessary approvals from various authorities including shareholders.

16. ACKNOWLEDGEMENT:

Your Directors offer their sincere thanks for the co-operation of the members of the board, bankers'' Government agencies and above all the valued employees.

For and on behalf of the Board

Place: Bhopal Sd/-

Date: 9th June, 2013 (KISHORE GUPTA)

CHAIRMAN & MANAGING DIRECTOR

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