Your Directors are pleased to present the Twenty-First Annual Report on the Businessand Operations of your Company together with the Audited Statement of Accounts for theyear ended March 31 2015.
| || ||(Rs. in Crore) |
|PARTICULARS ||2014-2015 ||2013-2014 |
|Total Sales ||2274.41 ||2288.25 |
|Add : Other Income ||0.11 ||1.24 |
|Total Income ||2275.58 ||2289.49 |
|Less : Total Expenditure ||2182.77 ||2199.42 |
|Operating Profit (PBDIT) ||92.81 ||90.07 |
|Less : Interest and Depreciation ||37.08 ||31.24 |
|Profit before Exceptional Items and Tax ||55.73 ||58.83 |
|Exceptional Items I ncome / (Loss) ||5.69 ||(0.13) |
|Provision for Tax ||19.45 ||18.00 |
|Provision for Deferred Tax ||(1.24) ||(0.04) |
|Profit after Tax ||43.21 ||40.74 |
|Add : Balance in Surplus Account Brought forward ||267.96 ||232.03 |
|Profit available for appropriation ||311.17 ||272.77 |
|Appropriation || || |
|Dividend / Proposed Dividend on Equity Shares ||2.40 ||2.40 |
|Tax on Dividend ||0.50 ||0.41 |
|Transferred to General Reserve ||2.00 ||2.00 |
|Adjustment relating to Fixed Assets ||2.07 ||- |
|Provision for Tax of Earlier Years written off ||1.38 ||- |
|Balance Carried forward to Balance Sheet ||302.82 ||267.96 |
| ||311.17 ||272.77 |
Performance of the Company
Considering the challenging economic scenario during the year both Overseas and inIndia Company@s performance was quiet satisfactory. In the difficult environment Companyhas achieved sales of Rs. 2274.41 crore marginally lower than Rs. 2288.25 crore ofprevious year. Profit after tax for the year has increased by 6.06 % to Rs. 43.21 crore.
Your Directors are pleased to recommend a dividend of Rs. 1.50 per equity share ofRs.10/- each for the financial year ended March 31 2015 subject to the approval of themembers on September 9 2015. Equity dividend if approved will be paid to those memberswhose name appear on the Register of Members as at the end of business hours on September2 2015.
Transfer to reserve
The Company proposes to transfer Rs. 2 crore to the General Reserve out of amountavailable for appropriations and an amount of Rs. 34.86 crore is proposed to be retainedin the Profit and Loss Account.
As a part of its social commitments and endeavor to carry out operations in a moresustainable manner the Company has always been inclined to promote a cleaner and greenerenvironment. The Company has been pursuing generation of energy from wind power throughestablishment of Wind Turbine Generators (WTGs) since 2006. The Company@s windmills arelocated in the state of Maharashtra Tamil Nadu & Kerala. During the year 2014-15 theCompany has generated 179 lacs kwh resulting in the sales of Rs. 590.36 lacs.
Change in the nature of business if any
There is no change in the nature of business of your Company during the year underreview.
Material changes and commitments if any affecting the financial position of theCompany:
No material changes and commitments have occurred after the close of the year till thedate of this Report which affect the financial position of the Company.
Details of significant and material orders passed by the regulators/courts/tribunalsimpacting the going concern status and company1s operations in future:
No significant material orders have been passed by the Regulators or Courts orTribunals which would impact the going concern status of the Company and its futureoperations.
Adequacy of internal financial controls with reference to the Financial statements:
Your Company has adequate systems and processes of internal controls which arecommensurate with its size and nature of operations. They have been designed to providereasonable assurance with regard to recording and providing reliable financialinformation complying with applicable statutes safeguarding of assets authorization oftransactions and adherence to the Company@s policies and practices. The internal controlsand governance process are duly reviewed for their adequacy and effectiveness throughperiodic audits by Internal Auditor.
Details of Subsidiary Companies/Joint Ventures/Associate Companies Your Company hasfour wholly owned subsidiaries. These consist of:
1. Asian Star Jewels Private Limited
2. Asian Star DMCC
3. Asian Star Co. Ltd (USA)
4. Asian Star Trading (Hong Kong) Ltd
Out of the above Asian Star Jewels Private Limited is wholly owned Indian subsidiarycompany and rest three companies viz. Asian Star DMCC Asian Star Co. Ltd (USA) AsianStar Trading (Hong Kong) Ltd are wholly owned foreign subsidiary companies of Asian StarCompany Limited.
There has been no material change in the nature of business of the subsidiaries.
In terms of proviso to sub section (3) of Section 129 of the Act the salient featuresof the financial statement of the subsidiaries is set out in the prescribed form AOC-1which forms part of the annual report. Performance and financial position of thesubsidiary companies is given in Annexure - A.
Your Company has not accepted any public deposit during the financial period underreview.
V. A. Parikh & Associates LLP Chartered Accountants hold office till theconclusion of the ensuing Annual General Meeting and are eligible for reappointment. TheCompany received a certificate from V.A. Parikh & Associates LLP CharteredAccountants to the effect that their reappointment if made would be in accordance withthe provisions of section 141 of the Companies Act 2013 it is proposed to reappoint themas the Auditors of the Company for the financial year 2015-2016.
The paid up capital of the Company as at March 31 2015 stood at Rs. 160068000/-
During the year under review the Company has not issued:
Equity Shares with differential rights
Sweat Equity Shares
Employee Stock Options
The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. TheCompany has paid listing fees for the year 2015-16.
Extract of Annual Return
Pursuant to Section 92 (3) of Companies Act 2013 and Rule 12 (1) of The Companies(Management and Administration) Rules 2014 the extract of Annual Return in form MGT 9 isannexed as Annexure - B.
Energy conservation Technology Absorption and Foreign Exchange Earnings and Outgo
Conservation of Energy
The activity of the Company does not require large-scale consumption of energy and theCompany is not covered in the list of industries required to furnish information relatingto conservation of energy.
The Directors are in constant touch with ongoing research in the world to upgrade andabsorb improved technology for better line of products and to yield better quality costreduction and worldwide acceptability of its range of products.
Foreign Exchange Earnings and Outgo
The Company has earned Rs. 162935.59 lacs in foreign exchange by way of exports andhas spent Rs. 147365.03 lacs in foreign exchange for the imports of materials &consumables foreign travel diamond grading charges and repairs and maintenance. TheDirectors are making their best endeavors to earn foreign exchange.
Corporate Social Responsibility (CSR)
During the year the Company introduced a CSR Policy emphasising its focus on communitydevelopment projects prioritizing local needs in the area of education healthlivelihood and environment for ensuring long term sustainable benefits. Detailed policyis available on Company@s website: www.asianstargroup.com
As part of its initiatives under Kcorporate social responsibility (CSR) the companyhas contributed funds for the schemes of eradicating hunger and poverty promotion ofeducation and medical aid. The contributions in this regard have been made to variousregistered trusts which are undertaking these schemes.
The Report on CSR activities is annexed herewith as: Annexure - C
Directors & Key Managerial Personnel
A. Key Managerial Personnel:
Mr. Dinesh T. Shah holds the position of Chairman and CFO Mr. Vipul P. Shah is CEO& Managing Director and Ms. Aparna R. Shinde holds position of Company Secretary ofyour Company.
In accordance with Companies Act 2013 and Articles of Association of the Company Mr.Arvind T. Shah and Mr. Rahil V. Shah retires by rotation at the ensuing Annual GeneralMeeting. Accordingly Mr. Arvind T. Shah and Mr. Rahil V. Shah based on their consent andeligibility are proposed for reappointment. Their re-appointment forms a part of theNotice of the ensuing Annual General Meeting.
Induction: The nomination and remuneration committee recommended the induction of Mrs.Neha R. Gada as an independent member of the Board. Accordingly she was appointed on Boardof the Company on March 30 2015 with reference to section 149 of the Companies Act 2013and amended Clause 49 of the Listing Agreement. She holds office up to the date of theensuing Annual General Meeting and hence we seek your support in confirming herappointment.
C. Board Independence:
Our definition of IIndependence of Directors is derived from Clause 49 of the ListingAgreement with Stock Exchange and Section 149(6) of the Companies Act 2013. Based on theconfirmation / disclosures received from the Directors and on evaluation of therelationships disclosed the following Non-Executive Directors are Independent :-
1. Mr. Bhupendra Shroff
2. Mr. K. Mohanram Pai
3. Mr. Hasmukh Gandhi
4. Mr. Apurva Shah
5. Mr. Milind Gandhi
6. Mr. M. R. Nayak
7. Mrs. Neha Gada (Additional Director appointed w.e.f. March 30 2015)
D. Declaration by an Independent Director(s)
All the Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Act and Clause 49 of the ListingAgreement entered into with the Stock Exchange. In the opinion of the Board they fulfillthe conditions of independence as specified in the Act and the Rules made there under andare independent of the management.
Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:
Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement the Boardhas carried out an annual evaluation of its own performance performance of the individualDirectors as well as the evaluation of the working of its Committees.
The Nomination and Remuneration Committee has defined the evaluation criteriaprocedure for the performance evaluation process for the Board its Committees andDirectors. Directors were evaluated on aspects such as attendance and contribution atBoard/ Committee Meetings and guidance/ support to the management outside Board/ CommitteeMeetings. Areas on which the Committees of the Board were assessed included degree offulfilment of key responsibilities adequacy of Committee composition and effectiveness ofmeetings.
The performance evaluation of the Independent Directors was carried out by the entireBoard excluding the Director being evaluated.
The performance evaluation of the Chairman and the Non Independent Directors wascarried out by the Independent Directors who also reviewed the performance of the Board asa whole.
Training of independent directors
Your Company has developed an orientation programme known as Kfamiliarisation programmewhich is for the benefit of every new independent director of the Board. To familiarizethe new inductee(s) with the strategy operations and functions of our Company theexecutive directors / senior managerial personnel make presentations to the inducteesabout the Company's strategy operations product and service offerings marketsorganization structure finance human resources technology quality facilities and riskmanagement.
Number of meetings of the Board
The Board met five times during the financial year as held on May 22 2014 August 112014 November 14 2014 February 10 2015 March 30 2015 the details of which are givenin the Report on Corporate Governance t hat forms part of this Annual Report.
The intervening gap between any two meetings was within the period prescribed by theCompanies Act 2013.
Committees of the Board
There are currently six Committees of the Board as follows:
Corporate Governance Committee
Corporate Social Responsibility Committee
Nomination and Remuneration Committee
Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the KReport on Corporate GovernanceL a part of thisAnnual Report.
Your Company is committed to standards of ethical moral and legal business conduct.Accordingly the Board of Directors has formulated a Whistle Blower Policy which is incompliance with the provisions of Section 177 (10) of the Companies Act 2013 and Clause49 of the Listing Agreement. The policy provides for a framework and process wherebyconcerns can be raised by its employees against any kind of discrimination harassmentvictimization or any other unfair practice being adopted against them. The Policy asapproved by the Board is uploaded on the Company@s website: www.asianstargroup.com
Particulars of Loans Guarantees or Advances
Details of Loans Guarantees or Advances are given in the notes to Financial Statement.
Related Party Transactions
All Related Party Transactions that were entered into during the financial year were onan arm@s length basis in the ordinary course of business and were in compliance with theapplicable provisions of the Companies Act 2013 and the Listing Agreement. There were nomaterially significant Related Party Transactions made by the Company during the year thatwould have required Shareholders approval under Clause 49 of the Listing Agreement.
All Related Party Transactions are placed before the Audit Committee for approval. Astatement of all Related Party Transactions is placed before the Audit Committee for itsreview on a quarterly basis specifying the nature value and terms and conditions of thetransactions.
The Company has adopted a Related Party Transactions Policy. The Policy as approved bythe Board is uploaded on the Company@s website: www.asianstargroup.com
Particulars of Employees
Detailed information in accordance with the provisions of Section 197(12) of theCompanies Act 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is appended as Annexure - D to the Board's report.
Other information required pursuant to Section 197 read with Rule 5 of The Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 in respect of employeesof the Company will be provided upon request. In terms of Section 136 of the Act theReport and Accounts are being sent to the Members and others entitled thereto excludingthe information on employees particulars which is available for inspection by the Membersat the Registered Office of the Company during business hours on working days of theCompany up to the date of the ensuing Annual General Meeting. If any Member is interestedin obtaining a copy thereof such Member may write to the Company Secretary in thisregard.
Secretarial Audit Report
In terms of Section 204 of the Act and Rules made there under Yogesh D. Dabholkar &Co. Practicing Company Secretary has been appointed as Secretarial Auditor of theCompany. The report of the Secretarial Auditor is enclosed as Annexure - E to this report.The report is self-explanatory and do not calls for any further comment.
Risk management policy
The Company operates in conditions where economic financial and other risks areinherent to its businesses. To overcome this and as per requirement of Clause 49 of thelisting agreement Board has formed a Risk Management policy to regulate the plan for thekey risks faced by the Company. The Company has developed a very comprehensive riskmanagement policy under which all key risks are identified and controlled. The same isreviewed periodically by senior management and also by the Board.
Directors R esponsibility Statement
As required under Section 134(5) of the Companies Act 2013 the Directors herebyconfirm that:
(i) In the preparation of the annual accounts the applicable accounting standards havebeen followed along with proper explanation relating to material departures if any.
(ii) The Directors have 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 profits of the Company for that period.
(iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
(iv) The Directors have prepared the annual accounts on a 'Going Concern' basis.
(v) The Directors have laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and are operatingeffectively and
(vi) The Directors have devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems are adequate and operating effectively.
Corporate Governance Report & Management Discussion and Analysis
Your Company has always been devoted to adopting and adhering to the best CorporateGovernance practices. The Company understands and respects its fiduciary role andresponsibility towards stakeholders and society at large and strives hard to serve theirinterests resulting in creation of value and wealth for all stakeholders.
As a listed company necessary measures are taken to comply with the listing agreementof the Stock exchange. A KReport on Corporate GovernanceL along with a certificate ofcompliance from the Statutory Auditors of the Company - V. A. Parikh & Associates LLPChartered Accountants confirming compliance of conditions of Corporate Governance asstipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited andManagement Discussion and Analysis Report are given separately in this report which formsa part of the Annual Report.
Documents placed on the website:
The following documents have been placed on the website: www.asianstargroup.com incompliance with the Act:
1) Terms & Conditions of Appointment of Independent Directors
2) Familiarization Programme
3) Whistle Blower Policy
4) Policy on Related Party Transactions
5) Risk Management Policy
6) Nomination & Remuneration Policy
7) Corporate Social Responsibility Policy
As regard the items of the Notice of the Annual General Meeting relating to specialbusiness the resolutions incorporated in the Notice and the Explanatory Statementrelating thereto fully indicate the reasons for seeking the approval of members to thoseproposals.
Your attention is drawn to these items and Explanatory Statement annexed to the Notice.
The Company is availing working capital requirements from consortium of bankers.
Properties and assets of the Company are adequately insured.
Your Company treats its human resources a s one of its most important assets.
Your Company invests in attraction retention and development of talent on an ongoingbasis. Your Company thrust is on the promotion of talent internally through job rotationand job enlargement.
Disclosure as per Sexual Harassment of Women at workplace (Prevention Prohibition andRedressal) Act 2013
The Company has zero tolerance for sexual harassment at workplace and has adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed there under.
During the financial year 2014-15 the Company has not received any complaint on sexualharassment.
This report contains forward-looking statements which may be identified by their use ofwords like Iplans@ Iexpects@ Iwill@ Ianticipates@ Ibelieves@ Iintends@ Iprojects@Iestimates@ or other words of similar meaning. All statements that address expectations orprojections about the future including but not limited to statements about the company@sstrategy for growth product development market position expenditures and financialresults are forward - looking statements. Forward - looking statements are based oncertain assumptions and expectations of future events. The company cannot guarantee thatthese assumptions and expectations are accurate or will be realized.
The company@s actual results performance or achievements could thus differ materiallyfrom those projected in any such forward - looking statements. The company assumes noresponsibility to publicly amend modify or revise any forward - looking statements onthe basis of any subsequent developments information or events.
Your Directors wish to convey their gratitude and place on record their appreciationfor all the employees at all levels for their hard work solidarity cooperation anddedication during the year.
Your Directors sincerely convey their appreciation to shareholders customers vendorsbankers business associates regulatory and government authorities for their continuedsupport.
|Place : Mumbai ||For and on behalf of the Board |
|Dated : May 18 2015 || || |
|Registered Office: || || |
|114-C Mittal Court || || |
|Nariman Point ||Dinesh T. Shah ||Vipul P.Shah |
|Mumbai 4 00 021. ||Chairman & CFO ||CEO & Managing Director |