DIRECTORS’ REPORT

To,

The Members of Starlite Components Limited

The Directors have pleasure in presenting their Twenty-Seven Annual Report, together with the Financial Statements together with Audit Report of the Company for the year ended 31^st March, 2018.

1. Financial Results -

(Amount in Rs.)

2. Dividend:

Directors do not recommend any dividend in the current financial year.

3. Brief description of the Company’s working during the year I State of Company’s affair

Due to continues effort put forth by the management during the year the Company has shown remarkable growth of 28.66% in turnover however the profit of the Company is reduced to 50.26 % during the year due to increase in overall cost. Further, the Company has achieved a turnover of Rs.774,570,659/- (against Rs.602,007,438 in the previous year). These figures clearly show that the steps taken by the company have worked and are reaping results.

This result is due to some fundamentally correct strategic decision taken by the management revolving around improvement of bottom line by stopping loss making or low margin product categories & by hedging business and market risks over a larger basket of customers. While commodity prices and inflation continued to come down, the second consecutive monsoon failure and resulting drought meant a distressed rural demand scenario in several parts of the Country. Competition continued to be aggressive. In such a challenging external environment, your Company remained focused on margin improvement and cost control to perform well and deliver profitable and responsible growth. This along with the effort put in by the entire team, the Company has managed to improve its overall position. The Company is now on the right path to achieve the challenging goals that it has set for the coming years. The Company is also strongly focusing on further strengthening its presence in E-Commerce, OEM Customer base and Government projects, which are beginning to give the Company consistent revenue & a more stability to its business model.

The management also has plans of increasing the manufacturing capacity of LED products, in the coming year, to provide quality products and to cater to the strong demand of the market. Encouraged with the performance of previous year and seeing the growing potential of the LED market, the management feels even more confident & committed of achieving better top and bottom line during the next financial year.

Your Company aggressively pushed sales in the domestic market and successfully increased sales and achieved its sales revenues of Rs.774,570,659/- with a growth of 28.68% but the profit has reduced to Rs.10,101,609/- due to increase in operational cost and other undetermined overheads.

Domestic consumption remains a key growth engine for the Indian economy and with significant additions to the working age population; rising disposable incomes particularly in rural areas and the government revived spending on infrastructure and in the social sector to foster inclusive growth, will help India realize its long term development potential in a sustainable way. Your Company, with a cl ear and dedicated customer focus, is investing in its R&D capabilities, developing product lines with better profit margins and streamlining its production processes to eliminate waste from operations.

4. Changes in the share capital of the Company during the financial year

The Company has obtained the approval of shareholders of the Company under Section 42 of the Companies Act, 2013 for preferential allotment of shares to Promoters and Promoter group for cash and pursuant to conversion of loans obtained from them. In context to the above, the Company has filed an application to BSE Ltd for obtaining the In-Principle Approval for allotment of shares and the application is still pending for approval._

Thus, the Board of Directors of the Company have not allotted any shares to the Promoter & Promoter Group pursuant to the said preferential allotment

Further, the members of the Company have also passed the resolution for increase in authorized share capital of the Company from Rs.18,00,00,000/- (Rupees Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs. 10/-each to Rs.22,00,00,000/- (Rupees Twenty Two Crores) divided into 2,20,00,000 Equity Shares of Rs. 10/- each

5. Change In Nature Of Business. If Any -

No change has taken place during the year in the nature of Company’s business.

6. Material Changes & Commitments Affecting The Financial Position Which Have Occurred Between Date Of Year End To The Date Of Report -

There have been no material changes affecting the financial position which have occurred between dates of year end to the date of Report.

7. Significant And Material Orders Passed Bv The Regulators Or Courts Or Tribunals Impacting The Going Concern Status And Company’s Operations In Future :

During the Financial year under review, the Promoters of the Company which are also the Promoters of one Exclusively Listed Company (ELC) i.e. Comet Filaments Limited have failed to provide the Exit Offer to the shareholders of the ELC within the time line specified by the SEBI Circular No. SEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 1, 2018 and accordingly, the actions specified under the said SEBI Circular were initiated against the Company. This has also impeded the process of Preferential Allotment of shares to Promoter and Promoter Group for cash and pursuant to conversion of loan obtained from them.

8. Details of Adeguacv of Internal Financial Controls With Reference To The Financial Statements -

Company has well devised Internal control systems adopted by the Management to assist in achieving management's objective of ensuring the orderly and efficient conduct of its business, including, adherence to management policies, the safeguarding of assets, the prevention and detection of fraud and error, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial information. The system of internal control is under continuing supervision by Management to determine that it is functioning as prescribed and is modified, as appropriate, for changes in conditions. Company endeavors to create the control environment with budgetary controls and an effective internal audit function.

Specific control procedures include -

- Control over movement of physical Assets, Goods & Services including Purchase and Payable, Sales and Receivables, Inventories etc.

- Control over timely Accounting, Legal compliances & Compliance of Accounting standards.

- Asset acquisitions & disposal - both tangible & intangible.

- Control over borrowings & liabilities.

- Control over expenses including employee benefits, taxes etc.

- Control over financial transactions.

- Comparing and analyzing the financial results with corresponding budgeted figures.

The controls include Preventive, Detective & Corrective controls. These controls are reviewed periodically & upgraded whenever necessary.

9. The Names Of Companies Which Have Become Or Ceased To Be Its Subsidiaries. Joint Ventures Or Associate Companies During The Year

10. Report on the Performance of the Subsidiaries. Associate Companies and Joint Venture

The Company does not have any Subsidiaries and Joint Venture Companies but Company has only one Associate Company.

11. Deposits

The Company have not accepted any Deposits during the year within the meaning of Section 73 of Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

12. Auditors -

A. Statutory Auditors -

At the 23^rd Annual General Meeting held on 30^th September, 2014, the members approved the appointment of M/s. HMA & Associates, Chartered Accountants, Mumbai (Firm Registration No. 100537W) as the Statutory Auditors of the Company to hold office from the conclusion of 23^rd Annual General Meeting until conclusion of 27th Annual General Meeting (subject to ratification of appointment by members at every AGM held after 23^rd AGM) on such remuneration as may be mutually agreed by the Board and the Auditor.

In accordance with the section 139 of the Companies Act, 2013, the Company is required to appoint a new Statutory Auditor in place of retiring Auditor. The Board of Directors of the Company at their meeting held on September 05, 2018 have approved the appointment of M/s. Jain Chhajed & Associates, Chartered Accountants, Nasik (Firm Registration No. 127911W) as the Statutory Auditor of the Company for a period of 5 (Five) consecutive year from the conclusion of this Annual General Meeting till the conclusion of AGM to be held in the calendar year 2023 on such remuneration as may be mutually agreed by the Board and the Auditor.

Members are requested to confirm the appointment of the Auditors from the conclusion of the 27th AGM till the conclusion of 32^nd AGM.

M/s. Jain Chhajed & Associates have shown their willingness to be appointed as the Statutory Auditor of the Company and have also confirmed their eligibility to the effect that their re-appointment, if made, would be within the prescribed limits under the Act and that they are not disqualified for appointment.

The specific notes forming part of accounts referred to in the Auditors’ Report provided by the present Statutory Auditor of the Company are self-explanatory and give complete information.

B. Secretarial Auditors -

The Board has appointed Amit R. Dadheech & Associates, Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended 31^st March, 2018 is annexed herewith as Annexure 1 to this Report.

C. Internal Auditors:

Pursuant to the provisions of Section 138 and other applicable provisions, if any, of the Companies Act, 2013 read with the Companies (Accounts) Rules, 2014, the Company has appointed to M/S. SKVM And Co., Chartered Accountants, Nasik, as internal auditors. During the year, the Company continued to implement their suggestions and recommendations to improve the control environment. Their scope of work includes review of processes for safeguarding the assets of the Company, review of operational efficiency, effectiveness of systems and processes and assessing the internal control strengths of all areas.

13. Audit Reports:

A. Statutory Auditors Report - The observations made by the Auditors of the Company in their report are self-explanatory - except for observations regarding pending litigations. The explanations of the management on the comments of the auditors with respect to the pending litigations are as follows:

- Income Tax Demand raised for AY 2004-05 for Rs. 73,71,366/-: The Company has taken appropriate steps and filed an appeal with High Court Mumbai which is under process. Further, the Hon’ble BIFR has given relief for demand raised for AY 2004-05 vide their order dated 10^th October, 2013. On these grounds the management is positive that relief would be granted by the High Court.

- Sales Tax Demand for Rs. 9,28,13,759/-: The Company has filed an appeal with the Appellate Authority for waiver of interest and penalty charged. Further, the Hon’ble BIFR has given relief for demand raised by Sales Tax Department vide their order dated 10^th October, 2013. On these grounds the management is positive that relief would be granted by the Appellate Authority.

B. Secretarial Audit report- The observations made by the Secretarial Auditors of the Company in their report for the year ended 31^s March, 2018 are self-explanatory - except for observations regarding filing offorms,

Chief Financial Officer and whole time Company Secretary. Below are the responses of the Management on the observations made by the Secretarial Auditor:-

1. Even after several efforts, the Company could not find any candidate who will work as whole time Company Secretary, therefore the Company had appointed a Company Secretary on part time basis to look after compliances related to the Companies Act, 2013. However, efforts are being made to find

2. The actions taken against the Company is due noncompliance with the SEBI Circular SEBI/HO/MRD/DSA/CIR/P/2017/92 dated August 1, 2017 by M/s. Comet Filament Limited, a Company promoted by the same Promoters.

3. Due to actions taken against the Company in relation to non-compliance with the aforesaid SEBI Circular by one of the Group Company i.e. Comet Filament Limited, the process of issuance and allotment of shares to Promoter and Promoter Group on preferential basis for cash and pursuant to conversion of loans obtained from them is been stagnated and no In-Principal Approval is obtained from BSE Ltd for allotment of shares.

4. The Company shall take necessary step for filing the relevant forms and returns with the Registrar of Companies, Mumbai within the stipulated period of time to avoid any additional fees or penalty.

5. The Promoters and Director of the Company has taken relevant step for filing of returns and financials with Registrar of Companies, Mumbai and has removed the disqualification imposed on the Promoters / Directors by filing Form CODS and payment of Condo nation fees.

6. The Company shall take necessary step in future to comply with Regulation 23 of SEBI (Listing Obligation & Disclosure Requirement) Regulation, 2015.

14. Share capital -

During the year, the Company has not issued any shares with differential rights, or sweat equity shares.

Company has neither issued any employee stock options nor has provided money for purchase of its own shares by employees or by trustees for the benefit of employees.

However, the Company has obtained the approval of shareholders of the Company under Section 42 of the Companies Act, 2013 for preferential allotment of shares to promoters and promoter group for cash and pursuant to conversion of loan. Also, the Company has filed an application to BSE Ltd for obtaining the In Principle Approval for allotment of shares and the same is still pending for approval.

Further, the members of the Company have also passed the resolution for increase in authorized share capital of the Company from Rs.18,00,00,000/- (Rupees Eighteen Crores) divided into 1,80,00,000 Equity Shares of Rs.10/-each to Rs.22,00,00,000/- (Rupees Twenty Two Crores) divided into 2,20,00,000 Equity Shares of Rs.10/- each.

15. Extract Of Annual Return -

As required, pursuant to section 92(3) of the Companies Act, 2013 and Rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in MGT 9 forms part of this Annual Report as Annexure 2.

16. Conservation Of Energy. Research & Development. Technology Absorption. Foreign Exchange Earnings and Outgo

A. Conservation ofenergy-

The Company has always been conscious of the need for conservation of energy and energy conservation measures have been implemented at all the plants and offices of the Company. Efforts for conservation of energy in all areas are made on a continuous basis highlighting areas for the same -maximizing use of daylight, using energy efficient lamps, arresting leakages in compressed air piping and electrical systems. With further efforts towards substitution of traditional sources of energy with renewable energy, measures for efficient usage of power and investment in additional equipment for saving of electricity. The illustrative measures taken towards energy conservation at Units are: .

The steps taken or impact on conservation of energy:

- Installation of Energy Efficient LED Batten fittings for task lighting and LED High bay for General Lighting, Use of 36W x 4 T5 lamps for shop lights, Installation of LED street lights, Installation of LED low bays fittings etc.

- Installation of Variable Frequency Drives (VFD) for energy saving in Compressors.

- Use of Energy Efficient Pumps, Energy Efficient Compressed Air Nozzles.

- Every unit has set targets for paper, power and water consumption per employee which is monitored on a regular basis.

- Use of motion sensors & timers for on-off control of lighting system.

- The Air Conditioners are kept at a moderate temperature and all the electrical equipment’s are turned off, whenever they are not required by the Office Staff.

B. Technology absorption -

There is a continuing programme to enhance its range of products & allied parts to meet the future needs of the evolving market by providing a strong proposition for its customers by providing multiple solutions for customer requirements.

The Company’s in-house Research and Development teams during the year have continued to focus on developing products that were indigenous, intelligent and energy efficient. Continued R&D efforts of the past years put in developing Lamps and Lighting Products along with the electronics with higher efficiency & improved lumen output.

C. Foreign exchange earnings and Outgo-

Total Foreign Exchange Outgo is Rs. 105,075/- & Earning is NIL as there are no exports during the FY 2017-18

17. Directors & Key Managerial Personnel (KMP)-

a. None of the Directors of the Company are disqualified from being appointed as Directors as on the date of this Report in terms of Section 164 of the Companies Act, 2013.

b. Dr. Smt. Rochana Arvind Bharati- Director - retires by rotation at the forthcoming A.G.M. and being eligible, offers herself for re-appointment.

c. Mr. Sajid Salauddin Shaikh has been appointed as Chief Financial Officer (CFO) of the Company w.e.f. October 05, 2017.

Apart from this, there were no appointment / resignation of Directors and Key Managerial Personnel (KMP) during the period under review.

18. Declaration Given Bv Independent Directors U/S 149(6)

All independent Directors have given declarations that they meet the criteria of independence as laid down under section 149(6) of the Companies Act, 2013 and the provisions of the Listing Regulations.

19. Board Committees -

Pursuant to the requirements of the Listing Regulations, the Company has constituted Audit committee, Nomination & Remuneration Committee, Stake holders’ relationship committee & Risk management committee. The details of the committees & its terms of reference are set out in the Corporate Governance Report forming part of the Board’s report.

20. Formal Annual Evaluation:

Pursuant to the provisions of the Companies Act, 2013, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Audit, Nomination & Remuneration and Stakeholder Relationship Committee. The policy for formal evaluation of Board’s performance is made available on the website of the Company.

21. Meetings of Board of Directors & Audit Committee Meetings -

During the year, Six Board Meetings and Four Audit Committee Meetings were convened and held, the details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

22. Vigil Mechanism:

Pursuant to the provisions of section 177(9) & (10) of the Companies Act, 2013, a Vigil Mechanism for directors and employees to report genuine concerns has been established. The Model Vigil Mechanism Whistleblower Policy is made available on the website of the Company.

23. Company’s Policy Regarding Appointment. Remuneration. Independence, and Qualification etc. of Directors Where Nomination And Remuneration Committee Is Necessary -

Pursuant to the requirements of the Listing Regulations, the Company has constituted Nomination & Remuneration Committee. The details of the committee & its terms of reference & Policy are set out in the Corporate Governance Report forming part of the Board’s report.

24. Particulars of Loans. Guarantees & Investments U/S 186 Details of Loans:

Details of Investments:-

Details of Guarantee I Security Provided:

25. Particulars Of Contracts & Arrangements With Related Parties U/S 188 (1)

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis and were in the ordinary course of business. The policy on Related Party Transactions as approved by the board is available on the Company’s website. The details are as per Annexure 3.

26. Managerial Remuneration As Per Sec 197 (12) Information under Rule 5 of Companies (Appointment & Remuneration ofManagerial Personnel) Rules. 2014

a. Ratio of Directors’ remuneration to median remuneration of employees -

b. Percentage increase in remuneration ofeach Director & KMP -

# Mr. Deepak Joshi resigned as CFO w.e.f. August 04, 2017

# Mr. Sajid Salauddin Shaikh has Appointed as CFO w.e.f. October 05, 2017

c. No. of permanent employees on the roll -

The Company has 87 permanent employees of which 57 were employed throughout the year & remaining was employed for the part of the year.

d. Percentage increase / decrease in the median remuneration of employees -

There has been a increase in the median remuneration of employees compared to previous year by 3.97%.

e. Explanation on the relationship between average increase in remuneration of Directors. KMP & Employees vis a vis Company performance -

Average increase in remuneration of employees & KMP is guided by factors like economic growth, inflation, mandatory increases, external competitiveness and the need for talent retention. Remuneration is predominantly fixed in nature and attributable to employee’s skills & experience and hence a perfect correlation with company performance cannot be achieved.

f. Comparison of remuneration of the KMP against the performance of the Company -

The turnover of the Company in the FY 2016-17 was Rs. 602,007,438/- & in F.Y. 2017-18 was Rs.774,570,659/- i.e. rise of 28.66%. There has been an increase in the remuneration paid by the Company to Directors & KMP to the extent of Rs. 64,000/- per annum due to the remuneration policy adopted by the management for ensuring the growth and sustainability of the organization. Further, in comparison with the Revenue of the Company, the Remuneration of KMP also has decreased from 0.67% in 2016-17 to 0.50 % in 2017-18.

g. Variation in market capitalization, price earnings ratio as at the closing date of the FY 2017-18 and FY 2016-17 and percentage increase or 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 -

h. Comparison of remuneration of each Director and KMP against the performance of the Companv-Turnover of the Company for F.Y. 2017-18 is Rs. 7745.706 lacs.

i. The key parameters for any variable component of remuneration availed by the directors -No variable component is payable to Directors.

j. The ratio of remuneration of highest paid director to that of employees who are not directors but receive remuneration in excess of the highest paid director during the year -There are no such employees getting remuneration in excess of highest paid Director.

The remuneration is as per the remuneration policy of the Company.

27. Particulars Of Employees -

- Following Director-Employees hold more than 2% equity -

a. Mr. Arvind Bharati - M.D. - 9.02%

b. Dr. Smt. Rochana Bharati - Director - 3.46%

- Particulars pursuant to the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014,

None of the employees is in receipt of remuneration exceeding Rs. 60 lakhs p.a. or Rs. 5 lakh p.m. if employed for part of the year.

- Particulars of employees drawing remuneration more than the remuneration drawn by the MD.

None of the employees draw remuneration more than the remuneration drawn by the MD.

28. Development & Implementation of Risk Management Policy:

Risk management practices seek to sustain and enhance long term competitive advantage of the Company. The Board has approved and implemented Risk Management Policy with an aim to identify, evaluate, monitor and minimize risks that are identifiable. The Risk Management Policy of the Company is available on the website of the Company.

29. Corporate Governance and Certificate

Your Company is committed to the tenets of good Corporate Governance and has taken adequate steps to ensure that the requirements of Corporate Governance as laid down in the Listing Regulations are complied with. A separate report on Corporate Governance is being published as a part of the Annual Report of the Company.

The Compliance certificate from the Auditors regarding compliance of conditions of corporate governance as stipulated in the Listing Regulations is annexed with the Corporate Governance Report.

30. Director’s Responsibility Statement:

Pursuant to Section 134(3)(c) of the Companies Act, 2013, the Directors to the best of their knowledge and belief confirm that: -

I. In the preparation of the annual accounts, the applicable accounting standards have been followed;

II. Appropriate accounting policies have been selected and applied consistently, and have 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 as at 31^st March, 2018 and of the Profit of the Company for the year ended on 31^st March, 2018;

III. Proper and sufficient care has been taken for the maintenance of the adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

IV. The annual accounts have been prepared on going concern basis;

V. Internal financial controls had been laid down and that such internal financial controls are adequate and were operating effectively.

VI. Proper systems were devised to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

VII.

31. Sexual Harassment OfWomen At Workplace (Prevention. Prohibition And Redressal) Act. 2013 -

The Company has constituted an Internal Complaints Committee (ICC) for organizing workshops and awareness programs at regular intervals for sensitizing employees on the issues and penal implications w.r.t. workplace sexual harassment. The ICC shall be responsible for prevention and redressal of complaints, if any. The ICC ensures timely submission of reports to the Board.

32. Listing Fees-

Your Company's shares are listed in The BSE Limited, Mumbai and the Annual Listing fees for the year under review have been paid.

33. GREEN INITIATIVE IN CORPORATE GOVERNANCE

The Ministry of Corporate Affairs (MCA) has taken a “Green Initiative in Corporate Governance” by allowing service of documents by a Company to its Members through electronic mode. The move of the Ministry allows public at large to contribute to the green movement.

Keeping in view the underlying theme, the Company will continue to send various communications and documents like notice calling general meetings, audited financial statements, directors' report, auditor's report etc., in electronic form, to the email address provided by the members to the Depositories or to the Company.

To support this green initiative in full measure, members who have not registered their E-mail address and PAN Number so far, are requested to register their E-mail address and PAN Number, in respect of electronic holdings with the Depository through their concerned Depository Participant. Members who hold shares in physical form are requested to fill their e-mail address and PAN Number for our records in the registration form which can be downloaded from the Company's website for sending the documents in electronic form or else send a request letter directly to the Company mentioning their E-mail address and PAN No. along with self attested copy of their PAN Card.

34. DEMATERIALIZATION OF SHARES

Shareholders are requested to convert their physical holding to demat/electronic form through any of the Depository Participants to avoid any possibility of loss, mutilation etc. of physical share certificates and also to ensure safe and speedy transaction in securities.

35. Acknowledgements:

The Directors greatly value the support and co-operation received during the year from the Company's Bankers, Statutory Authorities and all organizations connected with its business. The Directors also take pleasure in commending the valuable contributions made by the Company's employees at all levels during the year under review.

Place: - Nasik By order of the Board of Directors

Date: - September 05, 2018. Sd/- Sd/-

Dr. Smt. Rochana Bharati Mr. Arvind Bharati

(Chairperson) (Managing Director)

DIN-00163408 DIN-00148830