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Ashapura Minechem Ltd.

BSE: 527001 Sector: Metals & Mining
NSE: ASHAPURMIN ISIN Code: INE348A01023
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OPEN 81.15
PREVIOUS CLOSE 80.75
VOLUME 53629
52-Week high 119.75
52-Week low 47.05
P/E
Mkt Cap.(Rs cr) 689
Buy Price 79.25
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00
OPEN 81.15
CLOSE 80.75
VOLUME 53629
52-Week high 119.75
52-Week low 47.05
P/E
Mkt Cap.(Rs cr) 689
Buy Price 79.25
Buy Qty 5.00
Sell Price 0.00
Sell Qty 0.00

Ashapura Minechem Ltd. (ASHAPURMIN) - Director Report

Company director report

To

The Members

Your Directors are pleased to present the Thirty Sixth Annual Report of the Companytogether with the Audited Financial Statements (Standalone & Consolidated) for theyear ended 31st March 2017.

FINANCIAL RESULTS AND PERFORMANCE:

( Rs. In Lakhs)

Ashapura Minechem Ltd.

Consolidated

2016-2017 2015-2016 2016-2017 2015-2016
Net Sales / Income from Operations 23455.36 59248.75 100272.31 177534.81
Less: Total Expenditure 28169.82 52923.57 94108.94 155796.05
Profit /(Loss) from Operations before Dep. Other Income and Exceptional Items (4714.46) 6325.18 6163.37 21738.76
Less: Depreciation 2435.91 2041.45 6160.59 4386.24
Add: Other Income 1253.68 643.19 1202.44 895.95
Profit/(Loss) before Exceptional & Extra-ordinary Items and Tax (5896.70) 4926.92 1205.22 18248.47
Exceptional Items 1542.52 1542.52
Profit /(Loss) before tax (5896.70) 6469.44 1205.22 19790.99
Tax Expenses
Current Tax 2795.53 4836.00
Earlier Year's Tax (5.40) 59.26
Deferred 104.29 (406.36)
Net Profit / (Loss) (5896.70) 6469.44 (1689.20) 15302.08
Minority Interest (1.80) 1.16
Share of Profit/(Loss) in Associate Company (41.94) 930.17
Net Profit / (Loss) of Group (1732.94) 16233.41

The Financial Year 2016-17 was below par in terms of revenues and profits both on astand-alone and a consolidated basis. Although on one hand many of the Company'sBentonite Bleaching Clay and other value-added products surpassed expectations this yearthe Bauxite revenues were subdued on account of export duties continuing to erode thecompetitiveness of Indian Bauxite versus other global suppliers into Asia. Accordinglythe revenue from operations stood at ' 23455.36 lakhs for Financial Year ended 31stMarch 2017 on standalone basis i.e. approx. 60% down as compared to the previousfinancial year that stood at ' 59248.75 lakhs. At Consolidated level also the revenuefrom operations dropped by 43% and stood at ' 100272.31 lakhs as compared to previousfinancial year that stood at ' 177534.81 lakhs.

In the back drop of decline in total income from operations the Company at standalonelevel reported Net loss of ' 5896.70 lakhs for the financial year ended 31stMarch 2017 as against Net profit of ' 6469.44 lakhs for the previous financial yearended 31st March 2016 after having provided for expenditure of ' 28169.82lakhs for the year under review. At consolidated level also the Company reported havingNet Loss of ' 1689.20 lakhs for the financial year ended 31st March 2017 asagainst Net profit of ' 15302.08 lakhs for the previous financial year ended 31stMarch 2016 after providing for expenditure of ' 94108.94 lakhs & tax/exceptionalitem of ' 2894.42 lakhs for the year under review.

While the Company is in the process of re-aligning its Bauxite operations to enhanceits competitiveness and to recoup market share in Bauxite exports it continues topetition to the Government of India to abolish export duties on Bauxite.

Consistent with its strategy to expand its resource and marketing base the Company hasalready set-up base in Indonesia Guinea & South Korea via step-down subsidiaries.

Furthermore green shoots in the domestic and global infrastructure auto refractoryindustries augur well for the Company's value offerings for FY 2017-18.

DIVIDEND:

Considering the net loss for the year and financial position of the Company yourDirectors have not recommended any Dividend for the year ended 31st March2017.

DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisionsof Chapter V - Acceptance of Deposits by Companies of the Companies Act 2013 read withthe Companies (Acceptance of Deposits) Rules 2014.

SUBSIDIARIES AND JOINT VENTURES:

The business performance and overview of the principal subsidiaries and joint venturecompanies is given herein below: Ashapura International Limited (AIL)

Despite Bentonite business exhibiting substantial growth rate during the Financial Year2016-17 which mainly emanated from industries like Foundry Civil & Oil Drilling PumpSets Iron Ore Pallets (IOP) Industry the revenues declined on account of drop in thesale of bulk ores and minerals such as Bauxite and Barytes. For the Financial Year2017-18 it is expected that demand for Bentonite will continue to grow with the growingAutomobile Industry Infrastructure projects favourable government policies andprediction of good monsoon.

Bombay Minerals Limited (BML)

During the year under review though the major revenue emanated from export of BauxiteBML reported overall decline in its revenue due to subdued global economic environmentimpacting the export. Apart from Bauxite BML generated revenues from supply of CalcinedBauxite to domestic users and also from sale of Proppant & different grade of Cementprocessed at the BML's newly set-up unit at Baraya. BML however is hopeful that in longrun Indian Bauxite will be considered as reliable source of supply both at high and lowlevels of ocean freight.

As regard Calcined Bauxite BML is carrying out various research & developmentactivities for its application in other products/ industries which presently is used inRefractory Abrasive Steel & Anti-Skid (Road Surfacing) application industries.

As stated above BML's new unit set-up at Baraya will be utilised for production ofProppant and High Alumina Refractory Binder (HARB). Proppants are used in non-conventionalHydraulic fracturing - technique for extraction of shale oil and gas reserves. HARB is aCalcium Aluminate Bonder for formulating conventional low cement and insulating castablesused in the Cement Industry Ferrous and Non-ferrous industry. The new facility would beoperational at optimal capacity during Financial Year 201718.

Ashapura Perfoclay Limited (APL)

During the year under review APL registered a growth of 29% in net revenue as comparedto previous financial year which was mainly on account of strong volume growth in bothdomestic and export market aided by improved realisation in international market.Accordingly APL continues to expand its presence in Global market as demand continue togrow in Middle East South East Asia SAARC with significant breakthrough in IndonesiaVietnam Bangladesh and Korea. Also APL reduced its long term borrowing through betterfiscal management aided by good cash flows and operational efficiency.

APL is the world 3rd largest Bleaching Clay producer in the world and duringthe year has successfully commissioned 2 new phase of capacity expansion that increasedits capacity by 50% thereby making LER Bhuj facility as the largest single locationBleaching Earth facility in the world as also it managed to retain its number one positionof a quality and reliable supplier to the Edible oil refineries in India. In regard toclay catalyst the business remained stable due to the slowdown in new petrochemicalprojects worldwide due to depressed crude prices. However APL is exploring the option tosupply other products required by the industry and is in advanced stage of productdevelopment and subsequent launch in the market. Towards the end of Financial Year 201718APL will have further added 2/3rd of its existing capacity.

International Business

The other overseas subsidiaries and joint ventures of the Company in Antwerp UAE andOman exhibited modest increases in revenues and profits concomitant to the growth intheir respective regions.

Pursuant to Section 129(3) of the Companies Act 2013 read with Rule 5 of the Companies(Accounts) Rules 2014 the statement containing salient features of the financialstatements of the Company's Subsidiaries Associates and Joint Ventures (in Form AOC- 1)is attached to the financial statements.

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statementsread with AS-23 on Accounting for Investments in Associates and AS-27 on FinancialReporting of Interests in Joint Ventures the Audited Consolidated Financial Statementsare provided in the Annual Report.

INDIAN ACCOUNTING STANDARDS (IND AS):

Pursuant to the provisions of Companies (Indian Accounting Standards) Rules 2015 theIndian Accounting Standards (Ind AS) have been adopted and implemented in the Companyw.e.f. 1st April 2017. Accordingly the Company shall prepare and present the'Ind AS' compliant Financial Results starting from 1st Quarter of the FinancialYear 2017-18.

COMPANY'S REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

Based on the Audited Financial Accounts for the year ended 31st March 2011the Board for Industrial & Financial Reconstruction (BIFR) vide its order dated 20thMarch 2012 declared your Company as 'Sick Company' (BIFR Case no. 34/2011) under section3(1)(o) of the Sick Industrial Companies (Special Provisions) Act 1985.

Consequently the BIFR Bench appointed Bank of India as Operating Agency (OA) withdirections to submit Draft Rehabilitation Scheme (DRS). Based on the various meetings withthe Operating Agency and subsequent revisions your Company presented revised DraftRehabilitation Scheme (DRS) and the same was under discussion amongst various concernedlenders for finalization.

However vide Notification dated 25th November 2016 from Ministry ofFinance (Department of Financial Services) the Sick Industrial Companies (SpecialProvisions) Repeal Act 2003 has been enforced with effect from 1st December2016 and as a result of which BIFR stands dissolved & Shri Arun Chadha a SpecialDirector appointed by BIFR ceases to exist on the Board of the Company.

Even though your Company is currently seeking legal advice for further course ofaction it is committed to arrive at an arrangement with lenders/creditors andaccordingly has initiated discussions/negotiations with all financial institutions/banks.Your Company has also concluded and completed settlements with a majority of the lenders.Similarly discussions are being conducted with other major creditors which are pendingsettlement.

STATUS OF THE PENDING LITIGATIONS:

1. SHIPPING MATTERS:

The Contracts of Affreightment were entered into by the Company with Shipping Companies- viz. [1] Pacific Basin I.H.X. (UK) Ltd. (Pacific Basin) [2] Eitzen Bulk A/s (Eitzen) and[3] Armada Singapore Pte Ltd. (Armada).

In case of the above shipping companies the Company is facing applications forenforcement of ex-parte Foreign Awards passed in respect of three Contracts ofAffreightment in the Bombay High Court filed for approx. US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavilyexaggerated the Company had much prior in time filed an application against theenforcement of award and had initiated legal proceedings against the alleged arbitrationaward in the Civil Court at Jam-Khambhaliya Gujarat on the ground that the same areopposed to the Public Policy of India.

Matters are also pending in the Hon'ble Supreme Court apart from District Court atKhambhaliya and Jamnagar.

In the matter of Eitzen the Company is proposing to file a Curative Petition beforethe Hon'ble Supreme Court of India against the Order / Judgment passed by the Hon'bleSupreme Court of India in Special Leave Petition filed by Eitzen.

In the matter of Armada and Pacific Basin the Company has filed a SLP before theHon'ble Supreme Court of India against the Order / Judgment passed by Hon'ble Bombay HighCourt.

2. FOREX DERIVATIVES:

In case of Forex Derivatives Contracts the Company has taken legal opinion that thesecontracts are void and are not legally enforceable. It has been further advised by thecounsels that the Company can take legal actions for challenging the validity of the saidcontracts.

The Company has approached the Bankers and has successfully settled the claims amicablywith most of the bankers.

Proceedings filed by HDFC Bank Limited and J P Morgan are pending at various stage inthe Tribunals and Court of Law.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICHHAVE OCCURRED BETWEEN 31st MARCH 2017 AND 10th AUGUST 2017 (DATEOF THE REPORT):

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year and date of this report.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

During the year under review except as earlier stated the Company has not receivedany significant or material order passed by any regulatory authority court or tribunalswhich shall affect the going concern status of the Company.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on 'Corporate Governance' along with the Certificate from M/s. Sanghavi &Co. Chartered Accountants regarding its compliance and 'Management Discussion andAnalysis' Report as stipulated under Regulation 34 of the Listing Regulations are set outseparately which form part of this Annual Report.

DIRECTOR'S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act 2013 read with the rules madethere under including any enactment or re-enactment thereon the Directors hereby confirmthat:

a. in the preparation of the annual accounts the applicable Accounting Standards hadbeen followed along with proper explanation relating to material departures;

b. the Directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe LOSS of the Company for that period;

c. the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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;

e. the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively and

f. the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act 2013 and theArticles of Association of your Company Shri Chetan Shah Chairman (Non-Executive)retires by rotation at the ensuing Annual General Meeting and being eligible has offeredhimself for re-appointment.

The details of Shri Chetan Shah for re-appointment as required under the provisions ofthe Companies Act and Listing Regulations are provided in the Notice convening the ensuingAnnual General Meeting.

Re-appointment of Mr. Rajnikant Pajwani as Whole-Time Director & Chief ExecutiveOfficer:

Shri Rajnikant Pajwani was appointed as the Whole-Time Director & Chief ExecutiveOfficer of the Company for a period of 3 years w.e.f. 1st October 2014 onterms & conditions including remuneration that formed part of the agreement enteredinto with the Company for which approval was obtained from the Shareholders by way of aPostal Ballot the result of which was declared on 1st December 2014. As suchShri Rajnikant Pajwani present term of office expires on 30th September 2017.

However considering the current state of affairs of the Company and his expertise inaspects of mining mineral processing projects logistics resource and businessdevelopment the Nomination and Remuneration Committee recommended and the Board ofDirectors at their meeting decided to re-appoint Shri Rajnikant Pajwani as a Whole-TimeDirector & Chief Executive Officer and renew his term as such for a period of 1 yearfrom the expiry of his present term i.e. 30th September 2017 on the sameterms & conditions including remuneration which is subject to the approval of theMembers of the Company.

Accordingly pursuant to provisions of Section 196 of the Companies Act 2013resolution seeking approval of the shareholders for his re-appointment as a Whole TimeDirector & Chief Executive Officer of the Company forms part of Notice conveningAnnual General Meeting.

Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Companyconfirming that each of them respectively meet the criteria of independence as providedunder the provisions of the Companies Act and the Listing Regulations.

Appointment of Key Managerial Personnel:

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act 2013Shri Rajnikant Pajwani Whole Time Director & Chief Executive Officer and Shri SachinPolke Company Secretary & Vice President are recognized as the Key ManagerialPersonnel of the Company.

In addition the following Executives of your Company have been recognized as awhole-time Key Managerial Personnel to perform such duties/functions as may be assigned tothem under their prescribed designation and/or generally and specifically assigned to themby the Board of Directors and/or its Committee from time to time:

1. Smt. Surekha Sathe - Vice President - IT
2. Shri Ashish Desai - Sr. General Manager - Accounts
3. Shri Ajay Phalod - Sr. General Manager - Corporate Finance
4. Smt. Harsha Joshi - General Manager - Taxation & Internal Control

PERFORMANCE EVALUATION:

Pursuant to the provisions of the Companies Act 2013 Listing Regulations andPerformance Evaluation Policy of the Company the Board of Directors in consultation withthe Nomination & Remuneration Committee and Independent Directors carried out &analysed the annual performance evaluation of all the Directors the Board as a whole andits Committees.

The performance evaluation framework was designed keeping in view the Guidance Note onBoard Evaluation issued by SEBI and accordingly a structured questionnaire was formulatedhaving qualitative parameters such as functioning information availability leadershipqualities compliance and governance effectiveness etc.

Evaluation of the Board was based on criteria such as composition and role of theBoard Board communication and relationships functioning of Board Committees strategicplanning etc.

Evaluation of Directors was based on criteria such as participation and contribution inBoard and Committee meetings experience and expertise to provide feedback and guidance totop management on business strategy governance and risk understanding of theorganization's strategy risk and environment etc.

Based on the annual performance evaluation the Board expressed its satisfaction withthe evaluation process.

NOMINATION & REMUNERATION POLICY:

Pursuant to the provisions of the Companies Act 2013 and Listing Regulations theNomination & Remuneration Committee formulated the Nomination & RemunerationPolicy that was duly adopted by the Board of Directors to ensure that level andcomposition of remuneration is reasonable and sufficient relationship of remuneration toperformance is clear and to meet appropriate performance benchmark. The Nomination &Remuneration Policy lays down the framework for selection and appointment of Directorsincluding determining qualifications and independence of a Director Key ManagerialPersonnel Senior Management Personnel and their remuneration.

The Nomination & Remuneration Committee after identifying and ascertaining theintegrity quotient qualification expertise and experience of the person for appointmentas Director KMP or at Senior Management Level recommends his/her appointment to theBoard of Directors. The remuneration and commission paid to the Whole-Time Director is inaccordance with the percentage/ slabs/conditions as per the provisions of the CompaniesAct 2013. The KMPs Senior Management Personnel and other employees of the Company arepaid monthly remuneration as per the Company's HR policies and/or as may be approved bythe Committee. If the remuneration of KMPs or any other officer is to be specificallyapproved by the Committee and/or the Board of Directors then such approval is accordinglyprocured.

The Policy on Nomination & Remuneration is available on the website of the Companyviz. www.ashapura.com . The details about the Nomination & Remuneration Committee andpayment of remuneration to the Directors are provided in the Report on CorporateGovernance which forms part of this Annual Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act 2013 in respect ofDirectors/ employees of your Company is set out in "Annexure - A" to thisReport.

MEETINGS OF THE BOARD:

During the year under review four (4) meetings of the Board of Directors were held.The dates of the meetings are provided in the Report on Corporate Governance which forms apart of this report.

AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms ofreference of the Audit Committee are in line with Section 177 of the Companies Act 2013and Regulation 18 of the Listing Regulations. Detailed information pertaining to the AuditCommittee including its composition has been provided in the Corporate Governance Reportwhich forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors:

At the 33rd Annual General Meeting held on 25th September 2014the Company pursuant to provisions of Section 139 of the Companies Act 2013 appointedM/s. Sanghavi & Co. Chartered Accountants as the Statutory Auditors of the Company tohold the office till the conclusion of Annual General Meeting to be held in the year 2017.

In reference to this the Board of Directors at their Meeting held on 10thAugust 2017 recommended that M/s PARK & Co. Chartered Accountants be appointed asStatutory Auditor of the Company in place of M/s. Sanghavi & Co. for a period offive years so as to hold the office till the conclusion of Annual General Meeting to beheld in the year 2022 subject to the ratification of Members of the Company at everyAnnual General Meeting.

The Company has received written consent and certificate of eligibility in accordancewith Sections 139 141 and other applicable provisions if any of the Companies Act 2013from M/s. PARK & Co. Chartered Accountants.

The Board places on record its appreciation for the services rendered by M/s. Sanghavi& Co. Chartered Accountants during their tenure as Statutory Auditor of the Company.

Auditors' Observations:

In reference to the observation made by Auditors in their Report on page number 60 theManagement based on the legal opinion obtained by the Company is of the view that thesaid claims are continued to be disputed and the Company is pursuing various legal optionsavailable to challenge the said arbitration awards.

Other observations made by Auditors in their Report are self-explanatory and does notrequire any further clarifications.

Branch Auditors:

In terms of provisions of Section 139 143(8) and other applicable provisions if anyof the Companies Act 2013 and rules framed thereunder it is proposed that M/s. Sri Sesha& Ravi Chartered Accountants (FRN: 013764S) be appointed as Branch Auditors in placeof M/s. B. Purushottam & Co. Chartered Accountants to conduct the audit of theCompany's branches at Chennai and Kodur for the financial year 2017-18.

Accordingly the Company has received consent from M/s. Sri Sesha & Ravi CharteredAccountants to act as Branch Auditors of the Company for the Financial Year 2017-18 andthat the resolution seeking approval of the Members forms part of Notice convening AnnualGeneral Meeting.

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 the Board of Directors hasappointed M/s. S. K. Rajani & Co. Cost Accountants as the Cost Auditors of theCompany to conduct audit of the Company's Cost Accounting Records in respect of theproducts of the Company for the financial year 2017-2018 at the remuneration of '200000/- (Rupees Two Lakhs only) per annum and reimbursement of actual travel & outof pocket expenses.

Your Company has received consent from M/s. S. K. Rajani & Co. Cost Accountantsto act as the Cost Auditors of your Company for the financial year 2017-2018 along with acertificate confirming their independence. As per the provisions of the Companies Act2013 a resolution seeking approval of the Members for the remuneration payable to theCost Auditors forms part of the Notice convening Annual General Meeting.

The Cost Audit Report for the financial year 2015-2016 was filed with the Ministry ofCorporate Affairs on 22nd August 2016. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourCompany engaged the services of Shri Virendra G. Bhatt Company Secretary in PracticeMumbai to undertake the Secretarial Audit of the Company for the financial year ended 31stMarch 2017. The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended31st March 2017 is annexed with this report as "Annexure - B".

SECRETARIAL AUDITOR'S OBSERVATIONS:

Your Directors would like to bring to the notice of the Members that considering thefinancial condition the Company has been finding it difficult to induct able and willingcandidates who is suitable to hold fiduciary positions including that of the ChiefFinancial Officer i.e. Key Managerial Personnel as required under the provisions of theCompanies Act 2013.

Considering the current scenario the management has recognized Shri Ajay Phalod Sr.General Manager-Corporate Finance and Shri Ashish Desai Sr. General Manager - Accounts aswhole time Key Managerial Personnel to perform such duties/functions as may be generallyperformed by the Chief Financial Officer.

INTERNAL (FINANCIAL) CONTROL SYSTEM & THIER ADEQUACY:

The Company has in place appropriate internal (financial) control systems for businessprocesses with regard to its financial & operational reporting safeguarding of assetsof the Company prevention and detection of frauds & errors accuracy &completeness of accounting records ensuring of compliance of corporate policies andapplicable laws & regulations.

In order to strengthen the Internal (financial) Control System the Company hasappointed M/s. Atul HMV & Associates LLP Chartered Accountants as its InternalAuditors for the financial year 2017-18 to carry out the periodic audit of the functionsand activities of the Company as per the Scope of work approved by the Audit Committee.

The Audit Committee is entrusted with the responsibility of reviewing & confirmingthe adequacy and effectiveness of Internal (financial) Control System whereby significantinternal audit observations and management comments thereon are reported on a quarterlybasis as also the events of major concerns are reported to the Board of Directors. TheAudit Committee further reviews the status report on follow-up of proposed/recommendedactions & their due implementation.

Besides this the Company has also implemented 'SAP' Systems an advanced IT businesssolution platform to achieve standardizing operations that ensures seamless data andinformation flow. This would further ensure ease in working environment & style andshall enable the Company to be in line with the best Global practices.

CORPORATE SOCIAL RESPONSIBILITY:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordancewith the provisions of Section 135 and Schedule VII of the Companies Act 2013. The CSRPolicy lays down the guiding principles for social welfare programs/projects for thebenefit of different segments of the society specifically the deprived underprivilegedand differently abled persons. The Policy is available on the website of the Company viz.www.ashapura.com . The Composition of the CSR Committee is given in the Report onCorporate Governance.

During the year under review your Company taking into account the below paroperational & financial performance as also continued reflection of negative NetWorth has not specifically made provision for CSR activities for the Financial Year2016-2017 as required under Section 135 of the Companies Act 2013.

However the Company at Group Level continues to contribute towards CSR activities andhas always focused on its Corporate Social Responsibility obligation and is undertakingvarious initiatives to touch and improve lives of less fortunate and underprivilegedsections of the Society by conducting and contributing towards various social welfareprograms like Education Women Empowerment Health Culture & Rural Development etc.

VIGIL MECHANISM - WHISTLE BLOWER POLICY:

The Company has formulated a Whistle Blower Policy in compliance with the provisions ofSection 177 of the Companies Act 2013 and Listing Regulations with a view to build andstrengthen a culture of transparency and trust within the Company and to provide aframework to its Directors and Employees for responsible and secure reporting of improperactivities. Through Vigil Mechanism Directors and Employees of the Company may reportunethical behaviour malpractices wrongful conduct fraud and violation of Company's Codeof Conduct to the Vigilance and Ethics Officer/Whistle Committee. The said mechanism isavailable to the Directors and Employees to report to the Whistle Committee on aconfidential basis.

The policy provides for adequate safeguards against victimization of Directors orEmployees who avail the mechanism and also provides for direct excess to the Chairman ofthe Audit Committee.

The said Policy is available on the website of the Company viz. www.ashapura.com .During the year under review no compliant has been received under the Whistle BlowerPolicy (Vigil Mechanism).

RISK MANAGMENT POLICY:

The Board of Directors of your Company has laid down a Risk Management Policy for theCompany that identifies elements of risks inherent to the business and have entrusted theAudit Committee with the responsibility of reviewing the said policy. The policy isreviewed by the Audit Committee on regular basis considering the industry & globalrisk associated with the business of the Company.

RELATED PARTY TRANSACTIONS:

Pursuant to the provision of the Companies Act and Listing Regulations the Company hasin place the Policy on Related Party Transactions and the same is uploaded on Company'swebsite at www.ashapura.com .

As per the policy all related party transactions are pre-approved by the AuditCommittee and the Board of Directors. The Audit Committee after taking into account suchrepetitive/regular transactions with related party(ies) that will be entered / carried outin the Ordinary Course of Business and at Arm's Length basis grant omnibus approvalbased on the criteria formulated and duly approved by the Board of Directors. Moreover tomonitor due compliance all related party transactions are reviewed by the Audit Committee& the Board of Directors on quarterly basis.

During the year under review all the transactions entered pursuant to the contractsand arrangements with related parties under Section 188 (1) of the Companies Act 2013were on arm's length basis and in the ordinary course of business. The Company has notentered into any transaction with related party which were material in nature (i.e.transactions exceeding ten percent of the annual consolidated turnover as per the lastaudited financial statements). Accordingly the disclosure of Related Party Transactionsas required under Section 134(3)(h) of the Companies Act 2013 in Form AOC-2 is notapplicable.

The details of related party transaction are disclosed in the notes to FinancialStatements. (Note No. 40)

PARTICULARS OF LOANS GIVEN INVESTMENTS MADE GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given investments made guarantees given and securities providedin accordance with the provisions of Section 186 of the Companies Act 2013 are given inthe Notes to Financial Statements (Please refer to Note no.39).

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy technology absorption foreignexchange earnings and outgo as required to be disclosed under the Companies Act 2013are provided in "Annexure - C" to this Report.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 as provided under Section92(3) of the Companies Act 2013 is annexed herewith as "Annexure - D" to thisReport.

PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE:

The Company has in place a Policy on Prevention of Sexual Harassment at workplace incompliance with the requirements of the Sexual Harassment of Women at Workplace(Prevention Prohibition & Redressal) Act 2013 and Rules framed thereunder. Thispolicy has been formulated to create and maintain a safe working environment where allemployees treat each other with courtesy dignity and respect irrespective of theirgender race caste creed religion place of origin sexual orientation disabilityeconomic status or position in the hierarchy.

An Internal Complaints Committee has been constituted under the policy which provides aforum to female employee to lodge complaints if any therewith for Redressal.

During the year no complaint was lodged with the Internal Complaints Committee (ICC)formed under the policy. The said Policy is available on the website of the Company viz.www.ashapura.com .

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operationreceived from the financial institutions banks employees investors customersgovernment & government agencies members & shareholders and all other businessassociates for the continuous support given by them to the Company and their confidence inits management during the year under review and look forward for their contributed supportin future.

For and on Behalf of the Board of Directors

Sd/- Sd/-
CHETAN SHAH RAJNIKANT PAJAWANI
CHAIRMAN (NON-EXECUTIVE) WHOLE-TIME DIRECTOR & CEO
(DIN: 00018960) (DIN: 00086007)
Place : Mumbai
Date : 10th August 2017
E. & O.E. are regretted

ANNEXURES TO DIRECTORS' REPORT

"ANNEXURE - A"

INFORMATION UNDER SECTION 197 OF THE COMPANIES ACT 2013 READ WITH RULE 5(1) OF THECOMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES 2014 FOR THE F.Y.2016-2017

a) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year: 11.81 times*

* Ratio calculated on the basis of remuneration of Whole-time Director & CEO.

b) The percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year: Nil

c) The percentage increase in the median remuneration of employees in the financialyear: 23.36%

d) The number of permanent employees on the rolls of company: 690 (Previous year 978)

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

Overall increase in salary : -13.34%
Increase in salary for Managerial person : 4.39%
Increase in salary for other than Managerial person : -14.51%

Note: 1) The Managerial Personnel include the other Whole Time Key Managerial Personnelrecognized by the Board of Directors of the Company.

2) Decrease in salary as on 31.03.2017 is due to reduction in manpower to 690 versuslast year 978 (31.03.2016).

f) Affirmation that the remuneration is as per the remuneration policy of the Company:

It is affirmed that the remuneration paid to the Directors Key Managerial Personnel(KMP) and other employees is as per the remuneration policy of the company.

Note: Considering the financial position of the Company and the negative EffectiveCapital for the year ended 31st March 2016 calculated as per the provisions ofSchedule V of the Companies Act 2013 the Whole-time Director continued to receiveminimum remuneration during the Financial Year 2016-2017 as prescribed under Schedule V ofthe of the Companies Act 2013 and for which approval was obtained from the members of theCompany by way of a Postal Ballot the result of which was declared on 1stDecember 2014.

g) A statement showing the name of top ten employees in terms of remuneration drawn andthe name of every employee who:

1. if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than one crore and two lakh rupees: NA

2. if employed for a part of the financial year was in receipt of remuneration for anypart of that year at a rate which in the aggregate was not less than eight lakh andfifty thousand rupees per month: NA

3. if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company: NA

4. Particulars of employees posted and working in a country outside India not beingdirectors or their relatives drawing more than sixty lakh rupees per financial year orfive lakh rupees per month: NA