Annual Report Goldstar - 2017 18 1
Annual Report Goldstar - 2017 18 1
Annual Report Goldstar - 2017 18 1
CONTENTS
COMPANY OVERVIEW
About Us………………………………………………………………… 3-4
STATUTORY REPORTS
Notice of AGM……………………………………………………. 35-42
Report of Board of Directors…………………………………….. 43-68
Annexure-I: Extract of Annual Return…………………………. 69-81
Annexure-II: Form AOC-2…………………………………………………. 82-83
Annexure-III: Independent Auditors Report…………………………… 84-92
Annexure-IV: Secretarial Auditors Report……………………………… 93-101
Annexure-V: Particulars pursuant to Section 197 (12)…………………. 102
Annexure-VI: Nomination and Remuneration Policy…….................... 103-112
Annexure-VII: Management Discussion and Analysis Report……… 113-118
Annexure-VIII: Certification from MD, CFO under Reg-17(8)……… 119-120
Notes………………………………………………………………… 126-139
Significant Accounting Policies ………………………………… 140-144
Our product range covers various types of batteries including Fully Automotive
Batteries for Car, Tractor and Heavy Duty Trucks, Tubular Batteries for Inverter
and Solar Application, SLI and Tubular Batteries for E-Rickshaw, SMF-VRLA
Batteries for UPS Application, Motorcycle Batteries, Solar Batteries, Pure Lead
and Alloy batteries.
Currently our Company caters to all three segments of market viz. exports,
domestic/after sales market and OEM. We have a widespread customer base with
our domestic customer base situated in various regions of the country and our
international customers situated across varied countries like Dubai, Uganda, Nepal,
Lebanon, Afghanistan, Oman, Yemen etc.
e by providing
“To create richer lives and better society
products, systems and services with a superior level
of value and quality based on the latest advances in
technology”
“Products are made in the Factory, but the Brands are created in the Mind”
DEAR
DEAR SHAREHOLDE
SHAREHOLDERS,
RS,
pleasure
It is my immense ple asureto to
present
present
the 19
19th
th Annual R
Report of “M/s
eport of
Goldstar Power Lim
Limited”.
ited”. Firstly I
would like to th ank
thank the
the most
most
OUR FOCUS DURING important pillar
pillarofofo our
ur success
success “Our
THE YEAR HAS BEEN shareholders” who rep ost their trust in
repost
the company
company during
during the
the Initial
Initial Public
TO STRENTHEN OUR
Offer (IPO). We Goldstar
Goldstar Power Limited
RELATIONSHIPS
get honored to
to have
havessuch
uch investor who
WITH OUR EXISTING made
madetrust andand co
trust nfidence in
confidence in the
CUSTOMERS WHILE company by
by flowing
flowingt there
here investment
ADDING NEW for duel growth. We feel
feelhonored
honored to
to ou
CUSTOMERS ACROSS communicate with
withyou
y at at the
the 19
19th
th
With absolute focus on high quality, high margin products, we aspire to become
a globally reputed player in Battery Manufacturing Products. Going forward, we
are anticipating good growth across segments.
I must acknowledge the immense contribution of the entire team of the Goldstar,
who push their boundaries, rise above challenges and leave no stone unturned to
achieve consumer satisfaction. I am thankful to all our stakeholders, our
Bankers, our Investors, our Vendors and most importantly our customers for
their trust and faith. A special thanks to our wonderful team for their sincere
efforts, consistently, to help us achieve the earmarked growth targets towards the
success of “Goldstar Power Limited”. I look forward to your continuous support to
scale newer heights of success in future as well.
Warm Regards,
Mulji M. Pansara
Chairman
(DIN: 00300722)
BOARD OF DIRECTORS
Chairman
(DIN: 00300722)
Managing Director
(DIN: 00300843)
Executive Directors
Independent Directors
STATUTORY AUDITORS
SECRETARIAL AUDITORS
MJP Associates
Practising Company Secretaries
PRINCIPLE BANKER
REGISTERED OFFICE
CIN: L36999GJ1999PLC036274
AUDIT COMMITTEE
Chairman
Members
Mr. Chetan Khattar
Mr. Hemraj Patel
Chairman
Members
Mr. Jayant Virani
Mr. Chetan Khattar
Chairman
Mr. Chetan Khattar
Members
Mr. Jayant Virani
Mr. Hemraj Patel
October 10, 2017, the penultimate day had becomes a Golden day in
the History of “Goldstar Power Limited” on its debut on Emerge platform
of the National Stock Exchange of India Limited by getting listed”.
Shri Vishal Pansara, Whole Time Team Goldstar with Sh. Ashish Goyal,
Director, addressing the VP-NSE, Smt. Madhu Lunavat, Director,
Ceremony Pantomath & CS Bhavin Mehta,
Partner, MJP Associates, Practising
Company Secretaries
“Goldstar
“Golds Power Limited”
star Power Limited”
“Receiving
“Receivi ng Certificate
Certificate from
from
National
National Stock Exchange for
getting listed 10thth October,
listed on 10 October,
2017”.
“National
“Nation Stock Exchange”
al Stock Exchange”
“Celebrating
“Celebrat 100IPO
ing 100 IPOListing
Listing
on NSE
NSE EMERGE Platform
received
received ononNovember
November20,20,
2017”.
“Goldstar
“Gold PowerLimited”
dstar Power Limited”
“Received
“Receiv ed an
an “SKOCH
“SKOCH
ORDER
ORDER OF MERIT
OF MERIT
AWARD”
AWARD” for for qualifying
amongst
among SME’S IN
st TOP 100 SME’S IN
INDIA in the event of Skoch
INDIA
Awards
Award 2018 at Constitution
s 2018
Club, New
Club, NewDelhi
Delhi
on on
10th10th
March,2018.
March, 2018.
Ordinary Business:
1. To receive, consider and adopt the Audited Financial Statements of the Company
for the year ended March 31, 2018 and the reports of the Board of Directors and
Auditors thereon.
Darshak Thaker
(Company Secretary & Compliance Officer)
(Membership No: A46919)
1. A Member entitled to attend and vote at the Annual General Meeting (“the
meeting”) is entitled to appoint a proxy to attend and vote on poll and the
proxy need not be a member of the Company. A person can act as proxy on
behalf of members not exceeding fifty (50) and holding in the aggregate not
more than ten percent of the total share capital of the Company carrying
voting rights. A member holding more than ten percent of the total share
capital may appoint a single person as proxy and such person shall not act as
a proxy for any other person or member.
4. Brief Profile of the Directors Retiring by Rotation & being eligible offering
themselves for the re-appointment and/or the Independent Directors being re-
appointed has been provided hereto and forming part of Annual Report as per
requirements of Securities and Exchange Board of India (Listing Obligations
and Disclosures Requirements) Regulations, 2015/ Secretarial Standards.
5. Attendance Slip, proxy form and the route map of the venue of the Meeting has
been provided hereto and forming part of Annual Report.
7. The Register of Member and Share Transfer Books will remain closed from
Saturday, 22nd September, 2018, to Saturday, 29 th September, 2018 (both
days Inclusive) for the purpose of Annual General Meeting. The book closure
dates have been fixed in consultation with the Stock Exchange.
8. The Register of Directors and Key Managerial Personnel (KMP) and their
Shareholding and Register of Contracts or Arrangements in which Directors
are interested maintained under Section 170 and Section 189 of the
Companies Act, 2013 respectively will be available for Inspection by the
Members at the Annual General Meeting.
10. The persons whose name is recorded in the Register of Members or in the
Register of Beneficial Owners maintained by the Depositories as on Friday,
21st September, 2018 i.e., cut-off date only shall be entitled to vote at the
AGM.
a. Bring the Copy of the Annual Report and Attendance Slip with them at
the Annual General Meeting;
b. Quote their Regd. Folio Number/ DPID and Client ID Nos. in all their
correspondence with the Company or its Registrar and Share Transfer
Agent;
12. All documents referred to in the accompanying Notice shall be open for
inspection at the Registered Office of the Company during normal business
hours (9 A.M. to 5 P.M.) on all working days except Saturdays and Sundays,
up to and including the date of the Annual General Meeting of the Company.
13. Member’s voting rights shall be in proportion to his/her share of paid up share
capital of the company. In case of Joint holders attending the meeting
together, only whose name appearing first, will be entitled to vote.
14. As per the Notification issued by Ministry of Corporate Affairs dated March 19,
2015 with reference to the Companies (Management and Administration)
Rules, 2014, Companies covered under chapter XB and XC as per SEBI (ICDR)
Regulations, 2009 will be exempted from E-voting provisions. Company is
covered under XB and is listed on SME platform of NSE EMERGE. Hence,
Company is not required to provide E-voting facility. However, voting through
permitted mode under the Companies Act, 2013 will be allowed at the venue of
the Meeting.
18. To promote green initiatives, Members are also requested to update their email
address with their Depository Participants to enable the Company to send
future communications electronically.
19. A person who is not a member as on cut-off date should treat this Notice for
Information purpose only.
20. The NRI shareholders are requested to inform the Company immediately
about:
22. The Company has appointed CS Purvi G. Dave, Partner, MJP Associates,
Practising Company Secretary to act as a Scrutinizer, to scrutinize the
entire voting process in the Annual General meeting in a fair and transparent
manner. The Scrutinizer shall immediately, after the conclusion of voting
period, unblock the votes in the presence of at least two witnesses not in the
employment of the company and not later than 3 days from the conclusion of
meeting, make a Scrutinizer’s report of the votes cast in favour or against, if
any, to the Chairman of the Company, who shall counter sign the same.
23. The results shall be declared at or after the Annual General Meeting of the
Company. The results declared along with the Scrutinizer’s Report shall be
placed on the Website of the Company www.goldstarpower.com and also on
the website of RTA, Link Intime India Private Limited immediately after the
result is declared by the Chairman and communicated to NSE Limited.
24. The Company’s Register and Share Transfer Agents (RTA) is LINK INTIME
INDIA PRIVATE LIMITED, C-101, 247 Park, L.B.S Marg, Vikhroli (West),
Mumbai – 400 083.
Darshak Thaker
Company Secretary & Compliance Officer
(Membership No: A46919)
DIN 00300722
Membership / Chairmanship of
Committees public Limited Companies
Nil
(Excluding Membership/ Chairmanship of
Goldstar Power Limited)
Relationship with other Directors, As per section 2(77) of the Companies Act,
Managers and other Key Managerial 2013, Mr. Mulji Pansara (DIN: 00300722)
Personnel of the Company. is relative of Directors i.e. Brother of Mr.
Amrutlal Pansara, (DIN: 00300786), Father
of Mr. Navneet Pansara, (DIN:
00300843),Father of Mr. Vishal Pansara,
(DIN: 02230565) and Father in Law of Mrs.
Dhruti Pansara, (DIN: 01943399)
Place: Jamnagar
Mulji Pansara
Chairman
[DIN: 00300722]
FINANCIAL HIGHLIGHTS:
Sr.
PARTICULARS 2017-18 2016-17
No
1. Revenue from Operation (Net) 43,23,73,728.00 54,81,19,993.64
2. Other Income 11,103,671.05 58,11,558.25
3. Total Revenue (1+2) 443,477,399.05 55,39,31,551.89
4. Cost of raw material consumed 34,03,85,936.15 43,42,38,858.05
5. Employees Benefits Expense 2,49,66,010.00 2,20,13,670.00
Changes in Inventories of Finished
6. goods, work-in-progress and Stock-in- (63,31,527.63) 31,28,287.22
Trade
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 5,21,35,187.97 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
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 Company’s 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.
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.
Members are aware that the Company had passed Special Resolution at the
Extra Ordinary General Meeting of the Company held on 15 th 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 21 st
July, 2017, and name of the Company changed to Goldstar Power Private
Limited with effect from that date.
Members are aware that Special Resolutions were passed at the Extra
Ordinary General Meeting of the Company held on 15 th 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 21 st
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”.
During the F.Y 2017-2018, following changes made in the Capital Structure of
the company are as follows:
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, 31 st July, 2017 respectively.
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.
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 Ninety Eight
Thousand) equity shares of Rs. 10/- each during the F.Y. 2017-2018.
[
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 27 th September, 2017 and
closed on 29th September, 2017.
The Equity Shares of the Company were listed on 10 th October, 2017 at NSE
Emerge (An SME Platform of National Stock Exchange of India Limited). The
script code of Company is “GOLDSTAR”.
The Company has appointed M/s Link Intime India Private Limited as its
Registrar & Share Transfer Agent.
The changes in the Directors and Key Managerial Personnel are as follows:
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 24th July, 2017 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.
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and
203 of the Companies Act, 2013 are as follows:
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.
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
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.
As on 31st March, 2018 the Key Managerial Personnel (KMP) of the Company
consists of the Following:
The Board meets at regular intervals to discuss and take a view on the
Company’s 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.
TERMS OF REFERNCE:
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;
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.
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:
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
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
During the year under report, the Company has entered into transactions with
related parties for trading purpose. The said transactions were carried on at
arm’s 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.
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 Company’s Website at
www.goldstarpower.com / http://www.goldstarpower.com/
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 31 st March, 2018 is annexed herewith
marked as “Annexure-III” to this Report. They have confirmed that they are
eligible for the said Appointment.
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.
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.
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.
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.
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.
During the year, all the recommendations of Audit Committee were duly
considered.
The Company has duly formulated the Nomination & Remuneration Policy
which is also available at the Company Website www.goldstarpower.com,
http://www.goldstarpower.com/
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”.
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.
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/
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.
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 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/
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 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.
Further, during the year under review, the Company has reported Foreign
Exchange Earnings and Expenses as under:
As at 31st March, 2018, the Company doesn’t have any Subsidiary, Joint
Venture or Associate Companies.
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.
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.
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.
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.
43. ACKNOWLEDGEMENT:
Your Directors would like to express their appreciation for assistance and co-
operation received from the Central Government, State Governments, Local
authorities and Company’s 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.
(Pursuant to Section 92 (3) of the Companies Act, 2013 and Rule 12(1) of the
Company (Management & Administration) Rules, 2014)
Financial Year ended on 31/03/2018
Contact Details:
Phone: 0288-2571120/21,
Email :[email protected]
Website: www.goldstarpower.com
All the business activities contributing 10% or more of the total turnover of the
company shall be stated:
Sr. Name & Description of main NIC Code of the % to total turnover
No. products/services
Product/service of the company
2 NONE
Sr. Category of No of Shares held at the beginning of No of Shares held at the end of the year %
No. Shareholders the year 01.04.2017 31.03.2018 Change
during
Demat Physical Total % of Demat Physical Total % of the year
total total
shares shares
A PROMOTERS
(1) Indian --- --- --- --- --- --- --- --- ---
(a) Individual/HUF --- 13,00,000 13,00,000 100% 78,00,000 78,00,000 72.91% 27.09%
(b) Central Govt. --- --- --- --- --- --- --- --- ---
(c) State Govt.(s) --- --- --- --- --- --- --- --- ---
(d) Bodies Corp. --- --- --- --- --- --- --- --- ---
(e) Banks/FIs --- --- --- --- --- --- --- --- ---
(f) Any Other --- --- --- --- --- --- --- --- ---
Sub – Total (A) (1) --- 13,00,000 13,00,000 100% 78,00,000 --- 78,00,000 72.91% 27.09%
(2) Foreign --- --- --- --- --- --- --- --- ---
(a) NRI – Individuals --- --- --- --- --- --- --- --- ---
Other –
(b) --- --- --- --- --- --- --- --- ---
Individuals
(c) Bodies Corp. --- --- --- --- --- --- --- --- ---
(d) Banks/FI --- --- --- --- --- --- --- --- ---
(e) Any Other --- --- --- --- --- --- --- --- ---
Sub – Total (A) (2) --- --- --- --- --- --- --- --- ---
TOTAL Shareholding
of Promoter --- 13,00,000 13,00,000 100% 78,00,000 --- 78,00,000 72.91% 27.09%
(A) = (A) (1) + (A) (2)
B PUBLIC
SHAREHOLDING
1 Institutions
(a) Mutual Funds --- --- --- --- --- --- --- --- ---
(b) Banks/FI --- --- --- --- --- --- --- --- ---
(c) Central Govt. --- --- --- --- --- --- --- --- ---
(d) State Govt. --- --- --- --- --- --- --- --- ---
(e) Venture Capital
--- --- --- --- --- --- --- --- ---
Funds
(f) Insurance
--- --- --- --- --- --- --- --- ---
Companies
(g) FIIs --- --- --- --- --- --- --- --- ---
(h) Foreign Venture
--- --- --- --- --- --- --- --- ---
Capital Funds
(i) Others (Specify) --- --- --- --- --- --- --- --- ---
(j) Sub – Total (B)
2 Non-Institutions
(a) Bodies Corporate --- --- --- --- 1,20,000 --- 1,20,000 1.12% 1.12%
(i) Indian --- --- --- --- --- --- --- --- ---
(ii) Overseas --- --- --- --- --- --- --- --- ---
(b) Individuals
(i) Individual
shareholders
holding
nominal --- --- --- --- 7,26,000 --- 7,26,000 6.79% 6.79%
share capital
up to Rs.2
Lakh
(ii) Individual
shareholders
holding
nominal --- --- --- --- 13,86,000 --- 13,86,000 12.96% 12.96%
share capital
in excess of
Rs. 2 Lakh.
(c) Others
--- --- --- --- --- --- --- --- ---
(specify)
(i) Hindu
Undivided 6,06,000 --- 6,06,000 5.66% 5.66%
Family
(ii) Non-
Resident --- --- --- --- 12,000 12,000 0.11% 0.11%
Indian (NRI)
(iii) Clearing
48,000 48,000 0.45% 0.45%
Member
Sub–total(B)
(2)
Total Public
shareholding --- --- --- --- --- --- --- --- ---
(B)=B(1)+B(2)
C Shares held
by Custodian
--- --- --- --- --- --- --- --- ---
for ADRs
and GDRs.
GRAND TOTAL --- 13,00,000 13,00,000 100% 28,98,000 --- 28,98,000 100% 27.09%
P. T. O.
A. Director
Chairman
2 Amratlal Mohanbhai 3,11,597 23.97% 18,69,582 17.48%
Pansara
Managing Director
4 Vishal Muljibhai 1,03,575 7.97% 6,21,450 5.81%
Pansara
Indebtedness of the Company interest outstanding / accrued but not due for payment:
Indebtedness at the
beginning of the
financial year
(i)Principal Amount 7,45,42,325 3,87,98,955 0 11,33,41,280
(ii)Interest due but not 0 0 0 0
paid
(b) Value of
perquisites under
section 17(2) Income-
tax Act, 1961
© Profits in lieu of
salary under section
17(3) Income-tax Act,
1961
Commission:
---
4. - As % of profit ---
- Other, specify…
5. Others, please specify --- ---
1
Independent Director --- --- --- ---
- Fees for attending
Board/ Committee
Meeting
- Commission
Other, please specify
- TOTAL (B) (1)
--
--
TOTAL (B) (2) --- --- ---
---
1. Gross Salary
4. Commission
--- --- ---
As % of profit
Other, specify --- --- ---
A. COMPANY
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---
B. DIRECTORS
Penalty --- --- --- --- ---
Punishment --- --- --- --- ---
Compounding --- --- --- --- ---
(Mulji M. Pansara)
CHAIRMAN
(DIN: 00300722)
“Annexure –II”
To
Date of approval by the Board: Not Applicable, since the contracts were
entered into in the ordinary course of business and on arm’s length basis.
AUDIT REPORT
To,
The Members,
Goldstar Power Limited
Behind Ravi Petrol Pump
High-way Road at Post -Hapa
Jamnagar-361120, Gujarat
We have examined the books, papers, Minutes books, forms and returns filed
and other records maintained by the Company for the financial year ended
on March 31, 2018 according to the provisions of:
I. The Companies Act, 2013 (the Act) and the Rules made there under :
II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules
made there under;
III. The Depositories Act, 1996 and the Regulations and bye-laws framed
there under;
IV. Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to the extent of Foreign Direct
Investment, Overseas Direct Investment and External Commercial
Borrowings ;
ii. The Listing Agreement entered into by the Company with NSE LTD -
SME Emerge as per SEBI (Listing Obligations & Disclosure
Requirements) Regulations, 2015.
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc.
mentioned above, subject to the following observations:
a) The Company has raised the fund from HDFC Bank through
Hypothecation of Deed dated 10.07.2017 for facility of Rs. 4 Crores
against hypothecation of book debts, floating charge, movable property
and other and Form CHG-1 was filed with the Registrar of Companies,
Gujarat, after completion of 30 days with payment of additional fees on
01.01.2018.
b) The Company has raised the fund from HDFC Bank through
Memorandum Relating to Charge over Fixed Deposits / Cash Deposits
dated 19.12.2017 for facility of Rs. 2 Crores and Form CHG-1 was filed
with the Registrar of Companies, Gujarat, after completion of 30 days
with payment of additional fees on 07.02.2018.
e) The Company had made its Initial Public Offer (IPO) from 27
September, 2017 to 29 September, 2018, and had allotted 28,98,000
equity shares of Rs. 10/- each at premium of Rs. 15/- each,
aggregating to Rs. 724.50 lacs. As far as utilization of IPO funds, we
had relied upon the Declaration filed by the Company with the NSE.
f) The Company had filed Form FCGPR with the RBI, on allotment made
to person resident outside India, in the IPO. However, as on date of this
Report, the Form is pending to be approved by the RBI.
Adequate notice is given to all the Directors to schedule the Board Meetings,
agenda and detailed notes on agenda were sent at least seven days in
advance, and a system exists for seeking and obtaining further information’s
We further report that during the audit period, there were no instances of:
(i) Rights / Preferential issue of shares /debentures / sweat equity.
(ii) Redemption / buy-back of securities.
(iii) Merger/ amalgamation/reconstruction etc.
(v) Foreign technical collaborations.
The Compliance by the Company of the applicable financial laws, like Direct
and Indirect tax Laws has not been reviewed in this Audit Since the same
have been subject to the review by the Statutory Auditors and other
designated professionals.
Please note that the Secretarial Audit report is to be read with my letter
of even date attached as Annexure A to the report and letter also forms
the integral part of report.
Our Secretarial Audit Report of even date for the Financial Year ended on 31 st
March, 2018 is to be read along with this letter.
3. We have relied on the representations made by the Company and its officers
for systems and mechanisms formed by the Company for compliances
under other laws and regulations applicable to the Company and
verification of documents and records procedures on test check basis.
Particulars pursuant to Section 197(12) of the Companies Act, 2013 read with Rule 5
of the Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014
The Key parameters for any variable There is no variable component in the
component of Remuneration availed by Remuneration of Director
the directors;
We Affirm that the Remuneration is as per the Remuneration Policy of the Company
INTRODUCTION
CONSTITUTION OF COMMITTEE
The Board has the power to constitute/ reconstitute the Committee from
time to time in order to make it consistent with the Company’s policy and
applicable statutory requirement. At present, the Nomination and
Remuneration Committee comprises of following Directors:
iv. Identify persons who are qualified to become Director and persons
who may be appointed in Key Managerial and Senior Management
positions in accordance with the criteria laid down in this policy.
viii. To carry out any other function as is mandated by the Board from
time to time and / or enforced by any statutory notification,
amendment or modification, as may be applicable.
x. To develop a succession plan for the Board and to regularly review the
plan.
APPLICABILITY
Employees
The Committee shall identify whether the director is willing to serve on one or
more committees of the Board as also devote such time as necessary for
proper performance of his duties.
TERM/ TENURE
The Term / Tenure of the Directors shall be governed as per provisions of the
Companies Act, 2013 and rules made there under as amended from time to
time.
2. Independent Director: -
Evaluation:
(d) Do not abuse their position to the detriment of the company or its
shareholders or for the purpose of gaining direct or indirect
personal advantage or advantage for any associated person;
(e) Refrain from any action that would lead to loss of his independence,
(f) Inform the Board immediately when they lose their independence,
(h) Strive to attend all meetings of the Board of Directors and the
Committees;
REMOVAL
RETIREMENT
1. Fixed pay:
2. Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits are
inadequate, the Company shall pay remuneration to its Managerial
Person in accordance with the provisions of Schedule V of the
1. Remuneration / Commission:
The remuneration / commission shall be in accordance with the
statutory provisions of the Companies Act, 2013, and the rules made
there under for the time being in force.
2. Sitting Fees:
During the Year under report, the Company has earned revenue from
the operations of Rs 43.23 Crores as compared to previous year
revenue i.e. Rs 54.81 Crores. Moreover, the Company has earned net
profit (after tax) of Rs 28.89 Lacs compared to previous year net profit
of Rs 59.07 Lacs. Your Company’s operating and financial
performance scaled new heights during the year. Moreover, it is also
assured that the Management will leave no efforts untouched to
increase the profitability in the forth coming years also.
Segments:
Human Resources:
To,
Dear Sir,
(2) these statements together present a true and fair view of the listed
entity’s affairs and are in compliance with existing accounting
standards, applicable laws and regulations.
(Amount in Rs.)
Particulars Note 31-Mar-18 31-Mar-17
I EQUITY AND LIABILITIES
1 Shareholders' fund
(a) Share Capital 2 106,980,000.00 13,000,000.00
(b) Reserves & Surplus 3 75,495,317.96 92,974,751.20
Total Shareholder's Fund 182,475,317.97 105,974,751.20
2 Non - Current liabilities
(a) Long-term borrowings 4 555,036.07 --
(b) Deferred Tax Liabilities (net) 18,300,000.00 17,142,000.00
(c) Other Long Term Liabilities --- ---
(d) Long term provisions --- ---
Total Non - Current Liabilities 18,855,036.07 17,142,000.00
3 Current Liabilities
(a) Short term Borrowings 5 78,175,785.08 107,499,833.53
(b) Trade payables 6 33,712,651.22 46,990,467.00
(c) Other current liabilities 7 4,164,300.67 26,290,462.46
(d) Short Term Provisions 8 35,004,591.47 29,673,721.00
Total Current Liabilities 151,057,328.44 210,454,483.99
TOTAL EQUITY & LIABILITIES 352,387,682.47 333,571,235.19
II ASSETS
1 Non-Current Assets
(a) Fixed Assets 9
(i) Tangible assets 130,339,469.96 130,000,097.62
(ii) Work in Progress - --- ---
(b) Non Current Investment 10 56,625.00 56,625.00
(c) Long term loans and advances 11 10,228,891.14 10,413,729.64
(d) Other Non Current Assets 12 4,134,948.00 2,208,450.00
Total - Non Current Assets 144,759,934.10 142,678,902.22
2 Current Assets
(a) Inventories 13 58,641,617.20 56,545,118.84
Statement of Profit & Loss for the year ended 31st March, 2018
(Amount in Rs.)
Particulars Note 31-Mar-18 31-Mar-17
I INCOME
Revenue from operations 16 432,353,149.00 548,119,993.64
Other income 17 11,013,671.05 5,811,558.25
TOTAL REVENUE 443,456,820.05 553,931,551.89
II EXPENSES
Cost of materials consumed 18 340,367,144.15 434,238,858.05
Purchase of Stock in trade - --- ---
Changes in inventories of Finished Goods 19 (6,331,527.63) 3,128,287.22
and Work in progress and Stock in Trade
Employee benefits expense 20 24,966,010.00 22,013,670.00
Finance costs 21 14,202,651.33 16,460,502.22
Depreciation and amortization expense 22 13,095,665.00 13,570,065.00
Other expenses 23 52,133,400.97 52,706,927.28
TOTAL EXPENSES 438,433,343.82 542,118,309.77
III Profit before exceptional and extraordinary 5,023,476.23 11,813,242.12
items and tax
IV Tax Expenses -
Current Tax 1,590,572.92 2,500,000.00
Deferred Tax 1,158,000.00 3,406,000.00
Less: MAT Credit 614,902.45
Total Tax Expenses 2,133,670.47 5,906,000.00
V PROFIT/(LOSS) FOR THE YEAR (III-IV) 2,889,805.76 5,907,242.12
VI Earnings per equity share - 0.32 4.54
Basic & Diluted
Significant Accounting Policies 01
The notes referred to above forms an integral part of the Statement of Profit &
Loss
As per our report of even date For and on behalf of Board
For DOSHI MARU & ASSOCIATES GOLDSTAR POWER LIMITED
Chartered Accountants
Firm Reg. No. 0112187W Navneet Pansara Amrutlal Pansara
Managing Director Whole Time Director
DIN:00300843 DIN: 00300786
S P DOSHI
Partner Dhruti Pansara Darshak Thaker
Membership No. : 108456 Director & CFO Company Secretary
DIN: 01943399 ACS 46919
Signed at Jamnagar on May 28, 2018
(Amount in Rs.)
Particulars 31-Mar-18 31-Mar-17
A. Cash flow from operating activities
Net profit before taxation 5,023,476.23 11,813,242.12
Adjustment for:
Depreciation & Amortization Exp. 13,828,507.00 14,940,105.00
Loss (Profit) on Sale of Assets 124,890.00 (119,378.00)
Dividend Income (8,494.00) (8,517.00)
Previous Year Taxes Written Off --- ---
Interest Income (3,047,641.00) (402,223.00)
Finance Cost 14,202,651.33 16,460,502.22
Operating Profit before working capital changes 30,123,389.56 42,683,731.34
Changes in working capital:
Trade Receivable (56,038.67) (44,625,179.48)
Other Loans and Advances Receivable (16,206,532.64) (61,243,155.58)
Inventories (2,096,498.36) 12,616,423.33
SP DOSHI
Partner Dhruti Pansara Darshak Thaker
Membership No. : 108456 Director & CFO Company Secretary
DIN: 01943399 M.NO. ACS 46919
Signed at Jamnagar on May 28, 2018
The Financial statements are prepared under the accrual basis following the historical
cost convention in accordance with generally accepted accounting principles (GAAP),
and in accordance with the requirement of the Companies Act, 1956 and Accounting
Standards as specified in the Companies (Accounting Standards) Rules, 2009
prescribed by the Central Government.
(C) AS-4 Contingencies and Events Occurring After the Balance Sheet Date:
Effects of, events occurred after Balance Sheet date and having material effect on
financial statements are reflected in the accounts at appropriate places.
AS-5 Net Profit or loss for the period, prior period items and changes in
(D)
accounting policies:
Material items of prior period, non-recurring and extra ordinary items are shown
separately, If any
Interest Income is Recognized on a time proportion basis taking into account the
amount outstanding and the rate applicable i.e. on the basis of matching concept..
As per a recent ICAI opinion, the benefit of DEPB is recognized in the year of export
itself, provided no uncertainty exists,
Other items of Income are accounted as and when the right to receive arises.
Gratuity Plan:- Provision for Gratuity is made by calculating Projected Unit Credit
2
Method as per the calculation given by the Life Insurance Corporation of India
(iii) Segment Revenue, segment results, segment assets and segment liabilities including
directly identified with the segment and also an allocation on reasonable basis of
amount not directly identified. The expenses which are not directly relatable to the
business segment are shown as unallocated corporate cost. The assets and the liability
that cannot be allocated between the segments are shown as unallocated corporate
assets and liabilities respectively.
Deferred Taxes:-
Deferred Income Tax is provided using the liability method on all temporary difference
at the balance sheet date between the tax basis of assets and liabilities and their
carrying amount for financial reporting purposes.
1. Deferred Tax Assets are recognized for all deductible temporary differences to the
extent that it is probable that taxable profit will be available in the future against
which this items can be utilized.
2. Deferred Tax Assets and liabilities are measured at the tax rates that are expected to
apply to the period when the assets is realized or the liability is settled, based on tax
rates ( and the tax) that have been enacted or enacted subsequent to the balance
sheet date.
Contingent Liabilities are not recognized but are disclosed in the notes.
The liability on account of late delivery charges, due to delay in delivery of finished
(V)
products for on accrual basis as per the terms of contract after adjusting for the claims
which are no longer.
(W) The Company makes a provision for the probable future liability on account of warranty
as at the end of the financial year, in addition to meeting the actual warranty claimed.
Research and development cost of revenue are charged to revenue as and when
(X)
incurred, and of capital nature is capitalized and depreciation thereon is provided as
per the rates prescribed inn schedule II to the companies Act, 2013.
Behind Ravi Petrol Pump, Rajkot Highway, At & Post Hapa, Dist. Jamnagar,
Gujarat-361120
ATTENDANCE SLIP
19th Annual General Meeting on Saturday, 29th September, 2018 at 11:00 P.M. at
Behind Ravi Petrol Pump, Rajkot Highway, At & Post Hapa, Dist. Jamnagar-361120,
Gujarat, India
I/we hereby record my presence at the Nineteenth Annual General Meeting of the
Company being held on 29th September, 2018 at 11:00 A.M. at the Registered Office
of the Company situated at Behind Ravi Petrol Pump, Rajkot Highway, At & Post
Hapa, Dist. Jamnagar-361120, Gujarat, India.
2. Members are requested to produce the above attendance slip, duly signed in
accordance with their specimen signatures registered with the Company, for
admission to the meeting.
Note: Please complete the Attendance slip and hand it over at the Registration
counter at the venue
Name of Member(s):
Registered Address:
Email ID:
DP ID:
1. Name: …………………………………………………………………………………….
2. Name: …………………………………………………………………………………….
3. Name: …………………………………………………………………………………….
Signature: ………………………
Signature of Shareholder
Revenue Stamp
Signature of Proxy Holder(s)
Note:
1. This form of proxy, in order to be effective should be duly completed and
deposited at the Registered Office of the Company, not less than 48 hours
before the commencement of the meeting.
2. In case of joint holders, the signature of any one holder shall be sufficient, but
the names of all joint holders should be stated.