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Asian Star Company Ltd.

BSE: 531847 Sector: Consumer
NSE: N.A. ISIN Code: INE194D01017
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VOLUME 17
52-Week high 812.95
52-Week low 589.00
P/E 22.63
Mkt Cap.(Rs cr) 1,041
Buy Price 650.00
Buy Qty 2.00
Sell Price 680.00
Sell Qty 2.00
OPEN 675.00
CLOSE 650.00
VOLUME 17
52-Week high 812.95
52-Week low 589.00
P/E 22.63
Mkt Cap.(Rs cr) 1,041
Buy Price 650.00
Buy Qty 2.00
Sell Price 680.00
Sell Qty 2.00

Asian Star Company Ltd. (ASIANSTARCO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty-Second Annual Report on the Businessand Operations of your Company together with the Audited Statement of Accounts for theyear ended March 31 2016.

Financial Results (Rs. in Crore)

PARTICULARS 2015-2016 2014-2015
Total Sales 2371.24 2274.41
Add : Other Income 1.89 1.06
Total Income 2373.13 2275.47
Less : Total Expenditure 2283.54 2182.66
Operating Profit (PBDIT) 89.59 92.81
Less : Interest and Depreciation 30.85 37.08
Profit before Exceptional Items and Tax 58.74 55.73
Exceptional Items Income / (Loss) (0.86) 5.69
Provision for Tax 20.81 19.45
Provision for Deferred Tax (1.52) (1.24)
Profit after Tax 38.59 43.21
Add : Balance in Surplus Account Brought forward 302.82 267.96
Add : Tax on Proposed Dividend of last year Reversed 0.50 -
Profit available for appropriation 341.91 311.17
Appropriation
Dividend / Proposed Dividend on Equity Shares 2.40 2.40
Tax on Dividend 0.50 0.50
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 337.01 302.82
341.91 311.17

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 managed to achieve marginal increase in top line with sales of Rs. 2371.24 croreagainst that of Rs. 2274.41 crore in previous year. Profit after tax excludingexceptional items has also increased by over 5% to Rs.39.45 crore from that of Rs.37.52crore in previous year.

Dividend

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 2016 subject to the approval of themembers on September 27 2016. 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 September20 2016.

Transfer to reserve

The Company proposes to transfer 2.00 crore to the General Reserve out of amountavailable for appropriations and an amount of 34.19 crore is proposed to be retained inthe Surplus Account.

Wind Energy

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 2015-16 theCompany has generated 145 lacs kwh resulting in the sales of Rs. 489 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 company's 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. A report on internal financial controls is providedin Annexure B to Independent Auditor's Report.

Details of Subsidiary Companies/Joint Ventures/Associate Companies

Your Company has four 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 Ltd.

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 and the associate company is set out in theprescribed form AOC-1 which forms part of the annual report. Performance and financialposition of the subsidiary companies is given in Annexure A Consolidated financialstatements.

The consolidated financial statements of the Company and its subsidiaries prepared inaccordance with the Companies Act 2013 and Accounting Standard AS-21 forms part of thisAnnual Report.

Deposit

Your Company has not accepted any public deposit during the financial period underreview.

Auditors

V. A. Parikh & Associates LLP Chartered Accountants hold office till theconclusion of the ensuing Annual General Meeting and are eligible for re-appointment. Inaccordance with the provisions of section 139 142 and other applicable provisions of theCompanies Act 2013 and of the Companies (Audit and Auditors) Rules 2014 it is proposedto re-appoint them as the Auditors of the Company for the financial year 2016-2017.

Pursuant to the provisions of Section 138 of the Companies Act 2013 read with Rule 13of Companies (Accounts) Rules 2014 the Board of Directors of the Company had appointedSuresh Anchaliya & Company to undertake the Internal Audit of the Company for theyear ended 31st March 2016.

Share Capital

The paid up capital of the Company as at March 31 2016 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

No provision of money was made by Company for purchase of its own shares by employeesor by trustees.

Listing

The Equity Shares of the Company are listed on BSE Limited. The Company has paidlisting fees for the year 2016-17.

Extract of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of The Companies (Management andAdministration) Rules 2014 the extract of Annual Return in form MGT 9 is annexed asAnnexure - 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 nevertheless Company has been pursuing generation of energy fromwind power through establishment of Wind Turbine Generators (WTGs) since 2006. TheCompany's windmills are located in the state of Maharashtra Tamil Nadu & Kerala.

Technology Absorption

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. 173687 lacs in foreign exchange by way of exports and hasspent Rs. 85055 lacs in foreign exchange for the imports of materials & consumablesforeign travel diamond grading charges and repairs and maintenance. The Directors aremaking their best endeavors to earn foreign exchange.

Corporate Social Responsibility (CSR)

Company has a CSR Policy which emphasises its focus on community development projectsprioritizing local needs in the area of education health livelihood and environment forensuring long term sustainable benefits. Detailed policy is available on our website:www.asianstargroup.com. CSR programs or projects to be undertaken by the Company in termsof this Policy shall relate to one or more activities listed in Schedule VII of theCompanies Act 2013 at present or as may be amended from time to time. The CSR Committeecomprises of Mr. Arvind T. Shah Executive Director (Chairman) Mr. Dinesh T. Shah CFO& Executive Director (Member) and Mr. Milind H. Gandhi Independent Director (Member).

As part of its initiatives under “corporate social responsibility” (CSR) thecompany has contributed funds for the schemes of promotion of education and medical aid.The contributions in this regard have been made to various registered trust which areundertaking these schemes. Though there is a failure in contributing 100% of the amount tobe spent under CSR the Company is confident that it will successfully accomplish thetarget till the next financial year end by identifying new projects for contributingtowards social welfare as per the Act.

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 while Mr. Vipul P. Shah isCEO & Managing Director and Ms. Aparna R. Shinde holds position of Company Secretaryof your Company. Mr. Vipul P. Shah - CEO & Managing Director's term expired on 31stDecember 2015. He is appointed on the same designation by the Board of Directors in theirmeeting held on 31st October 2015. His appointment is subject to the approval of membersin the ensuing Annual General Meeting of the Company.

B. Directors:

In accordance with Companies Act 2013 and Articles of Association of the Company Mr.Dharmesh D. Shah and Mr. Dinesh T. Shah retires by rotation at the ensuing Annual GeneralMeeting. Accordingly Mr. Dharmesh D. Shah and Mr. Dinesh T. Shah based on their consentand eligibility are proposed for reappointment. Their re-appointment forms a part of theNotice of the ensuing Annual General Meeting.

Mr. Arvind T. Shah Mr. Priyanshu A. Shah are reappointed by the Board of Directors asExecutive Directors of the Company on the expiry of their term on 31st December 2015.Their appointment is subject to the approval of members in the ensuing Annual GeneralMeeting.

C. Board Independence:

Our definition of 'Independence' of Directors is derived from Listing Regulations(erstwhile Listing Agreement entered into with the Stock Exchanges) and Section 149(6) ofthe Companies Act 2013.

The following Non-Executive Directors are Independent in terms of Listing Regulations(erstwhile Listing Agreement entered into with the Stock Exchanges) and Section 149(6) ofthe Companies Act 2013:-

1. Mr. K. Mohanram Pai

2. Mr. Bhupendra Shroff*

3. Mr. Hasmukh Gandhi

4. Mr. Apurva Shah

5. Mr. Milind Gandhi

6. Mr. M. R. Nayak

7. Mrs. Neha Gada

* Due to health issues Mr. Bhupendra Shroff tendered his resignation on August 172015. The Directors wish to place on record their deepest appreciation on the tremendouscontribution of Mr. Bhupendra Shroff in the success achieved by the Company during histenure as an Independent Director of the Company.

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 Clause 49 of the ListingAgreement(till November 30 2015) and Regulation 16 (b) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015( from December 1 2015). In the opinion of theBoard they fulfil the conditions of independence as specified in the Act and the Rulesmade there under and are independent of the management.

Annual Evaluation of Board Performance and Performance of its Committees and ofDirectors:

Pursuant to the provisions of the Act and the Listing Agreement the Board has carriedout an annual evaluation of its own performance performance of the individual Directorsas 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 Chairmanand the Non Independent Directors was carried out by the Independent Directors who alsoreviewed the performance of the Board as a whole.

Familiarisation Programme/Training of Independent Directors

Your Company have developed an orientation programme known as familiarisation 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 four times during the financial year as held on May 18 2015 August 122015 October 31 2015 and February 9 2016 the details of which are given in the“Report on Corporate Governance” that forms part of this Annual Report. Theintervening gap between any two meetings was within the period prescribed by the CompaniesAct 2013.

Committees of the Board

There are currently six Committees of the Board as follows:

• Audit Committee

• Finance Committee

• Corporate Governance Committee

• Stakeholder's Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

Committees in which Mr. Bhupendra Shroff was member/chairman were reconstituted duringthe year under review. Details of all the Committees along with their charterscomposition and meetings held during the year are provided in the “Report onCorporate Governance” a part of this Annual Report.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical moral and legal business conduct.The Company has adopted a Whistle Blower Policy to provide a formal mechanism to theDirectors and employees to report their concerns about unethical behaviour actual orsuspected fraud or violation of the Company's Code of Conduct or ethics policy. The Policyprovides for adequate safeguards against victimization of employees who avail of themechanism and also provides for direct access to the Chairman of the Audit Committee. Itis affirmed that no personnel of the Company has been denied access to the AuditCommittee. The Policy as approved 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 covered under the provisions of Section 186 ofthe Companies Act 2013 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 Listing Regulations (erstwhile Listing Agreement entered intowith the Stock Exchange) & Companies Act 2013. There were no materially significantRelated Party Transactions made by the Company during the year that would have requiredShareholder approval under the Listing Regulations.

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

The table containing the names and other particulars of employees in accordance withthe provisions of Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas 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 Auditors of theCompany. The report of the Secretarial Auditors is enclosed as Annexure - E to thisreport. 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 the applicableprovisions of the Listing Regulations (erstwhile Listing Agreement entered into with theStock Exchange) 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’ Responsibility 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 had 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 had prepared the annual accounts on a 'Going Concern' basis.

(v) 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

(vi) The Directors had devised proper system to ensure compliance with the provisionsof all applicable laws and that such systems were 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 “Report on Corporate Governance” along with acertificate of compliance from the statutory auditors of the Company- V. A. Parikh &Associates LLP Chartered Accountants confirming compliance of conditions of CorporateGovernance as stipulated under Listing Regulations (erstwhile Listing Agreement enteredinto with the Stock Exchanges) and Management Discussion and Analysis Report are givenseparately in this report which forms a 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) Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related Party Transactions

6) Investors Contact

7) Nomination & Remuneration Policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) Policy for Determining Material Subsidiaries

14) Policy on Preservation of Documents and Archival Policy

Special Business:

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 theNotice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its “human resources” as one of its most importantassets.

Your Company continuously invests in attraction retention and development of talent onan ongoing basis. Your Company thrust is on the promotion of talent internally through jobrotation and 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 2015-16 the Company has not received any complaint on sexualharassment.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use ofwords like 'plans' 'expects' 'will' 'anticipates' 'believes' 'intends' 'projects''estimates' 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.

Appreciation

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 19 2016
Registered Office:
114-C Mittal Court Dinesh T. Shah Vipul P.Shah
Nariman Point Chairman & CFO CEO & Managing Director
Mumbai 400 021. DIN:00004685 DIN:00004746