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Shri Aster Silicates Ltd.

BSE: 533219 Sector: Industrials
NSE: SHRIASTER ISIN Code: INE900K01012
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OPEN 1.28
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VOLUME 5
52-Week high 1.36
52-Week low 1.11
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.28
Buy Qty 96.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1.28
CLOSE 1.34
VOLUME 5
52-Week high 1.36
52-Week low 1.11
P/E
Mkt Cap.(Rs cr) 3
Buy Price 1.28
Buy Qty 96.00
Sell Price 0.00
Sell Qty 0.00

Shri Aster Silicates Ltd. (SHRIASTER) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 19th Annual Report on thebusiness and operations of the Company and the accounts for the Financial Year ended March31 2015.

1. Financial summary or highlights/Performance of the Company

Particulars For the year ended 31.03.2015 For the year ended 31.03.2014
Total Revenue 142637863 185677094
Total Expense 235671222 272157258
Profit/(Loss) before Tax Interest & Depreciation (93033360) (86480160)
Financial Expenses & depreciation 210689101 113081390
Profit/(Loss) before exceptional and extra ordinary items and Tax (303722461) (199561555)
Exceptional Items 20481120 1452479
Profit/(Loss) before extraordinary items and Tax (324203581) (201014034)
Add: Earlier Years Tax & Deferred Tax (6655224) 46135361
Profit / (Loss) for the Year (317548358) (247149394)

2. Dividend

There is no Profit during the year therefore your Directors have NOT recommendedDividend for the financial year 2014-15.

3. Reserves & Surpluse

The company has incurred loss during the year ended 31st March 2015. Soamount is to be carried forward to the Reserves & surplus.

4. Brief description of the Company’s working during the year/State ofCompany’s affairs

Total revenue for the current financial year 2014-15 at Rs. 14.26 crores was lower by23.18% over last year (Rs. 18.56 crores in 2013-14). Profit before Tax having Rs. (30.37)crore registering Decline over 52% profit before tax of Rs. (19.95) Crores in 2013-14.

Profit/loss after Tax for the year is Rs. (31.17) crore recording decline over 28% overProfit /loss of Rs. (24.71) crore in financial year 2013-14.

5. Details of Subsidiary / Associate Companies

There are no associate companies within the meaning of Section 2(6) of the CompaniesAct 2013 ("Act"). There are also no subsidiary companies within the meaning ofsection 2(87) of the companies Act 2013.

6. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of theCompanies Act 2013 and the Companies (Acceptance of Deposits) Rules 2014.

7. Statutory Auditors

M/s. BPSD & Associates Chartered Accountant Mumbai (FRN 118251W) has givenresignation as statutory auditor of the company w.e.f. 31st August 2015.

The board has proposed name of M/s. V. K. MOONDRA & CO. Chartered AccountantsAhmedabad (Membership No. 070431 Firms Registration No. 106563W) to appoint them asstatutory auditor of the company in upcoming annual general meeting to fill up the casualvacancy caused by resignation of M/s. BPSD & Associates Chartered Accountant Mumbai.

M/s. V. K. MOONDRA & CO. Chartered Accountants Ahmedabad has shown theirwillingness to be appointed as statutory auditor of the company and provided theireligibility certificate also pursuant to section 139(1) of the companies Act 2013.

Secretarial Auditor

M/s. Makarand M. Joshi & Co. Practicing Company secretary Mumbai was appointed asSecretarial Auditor of the company for FY 2014 – 15 in the board meeting dated 13thNovember 2014. But they provided NOC to provide Secretarial Audit report of the companyfor FY 2014-15 at time of finalization of Annual report for FY 2014-15. Meanwhile thecompany has urgently appointed M/s. Maulik Bhavsar & Associates practicing CompanySecretary Ahmedabad as secretarial auditor of the company on its board meeting held on 1stSeptember 2015 to fill up the casual vacancy caused by resignation of M/s. Makarand M.Joshi & Co. Practicing Company secretary Mumbai.

The company has received secretarial audit report from M/s. Maulik Bhavsar &Associates practicing Company Secretary Ahmedabad for year ended 31st March2015.

Internal Auditor

M/s Kohale Ghude & Associates Mumbai was appointed as internal auditor of thecompany in the board meeting dated 30th September 2014. He gave resignation toact as internal auditor of the company w.e.f. 04.03.2015 due to dissolution of their firm.

8. Qualification in Statutory Auditors’ Report

The Company did not get the information regarding MSME status of its creditors. Thereis hence no disclosure in presentation of financial statements regarding payments to MSMEcreditors.

Director’s comment on statutory auditor’s qualification

The Company has not received the information regarding MSME status of Companiescreditor and further the Company is trying to get the same.

10. Extract of the annual return

The extract of the annual return in Form No. MGT – 9 shall form part of theBoard’s report

11. Conservation of energy technology absorption and foreign exchange earnings andoutgo

The details required under the provisions of the section 134(3)(m) of the CompaniesAct 2013 regarding conservation of Energy Technology Absorption are as under:

(A) Conservation of energy

Company will transfer its furnaces & plant & machinery at jhagadiya from khedato have better control on management & reduction in overhead cost immediately.

Existing capacity at jhagadiya two furnaces is 900 Mts and kheda 200 Mts per day total1100 Mts per day & F1 150 Mts per day is now none operating and civil foundation &shed for furnaces 4 of 750 ton is complete.

Unit has got permission from GPCB for Bio gas and oil also which will reduce fuel costper liter from 45 Rs. of natural gas to 10 Rs. Now unit has applied for 40 crores workingcapital limit & is expected soon.

UTILIZATION

The furnace at GIDC-Jhagadia is working at 20% capacity due to high Gas price.

(B) Technology Absorption

During the year no new Research & Development activities were carried out.

(C) Foreign exchange earnings and Outgo

During the year there were no foreign exchange earnings and outgo.

12. Directors:

A) Changes in Directors and Key Managerial Personnel

During the last year there is change in the composition body of the company in directoror Key Managerial Personnel.

1. RAKESH ARUNKUMAR DOSHI appointed as Nominee director of the Company as on 3rdJanuary 2015.

2. NAMRATA MAHESH MAHESHWARI appointed as CFO of the Company as on 3rdJanuary 2015.

3. ISHWARI PRAKASH CHAVAN RESIGNED as Company Secretary of the company w.e.f. 31stOctober 2014.

4. SWAPNA SADANAND VENGURLEKAR appointed as Company Secretary of the company w.e.f. 1stNovember 2014.

5. MAHESH ANOLAKH MAHESHWARI was appointed as Whole time director of the company w.e.f.1st December 2014.

B) RETIREMENT BY ROTATION

Shri MAHESH ANOLAKH MAHESHWARI (DIN: 00027682) retires by rotation in upcoming Annualgeneral meeting and being eligible has offered himself for re-appointment.

14. Number of meetings of the Board of Directors

The Board of Directors met 8 (EIGHT) times during the financial year 2014-15 i.e. 30thMay 2014 14th August 2014 30th September 2014 13thNovember 2014 30th November 2014 3rd January 2015 12thFebruary 2015 21st February 2015.

15. Audit Committee

The details pertaining to composition of audit committee are included in the CorporateGovernance Report which forms part of this report.

16. Details of establishment of vigil mechanism for directors and employees

The company has also established vigil mechanism for directors and employees to thecompany to report genuine concerns as per section 177(9) of the companies Act 2013.

Members of Audit committee oversee the vigil mechanism.

17. Nomination and Remuneration Committee

Shri Krishnan Umamaheshwaran (Independent Directors) is Chairman of the Committee. ShriDushyant Buch (Independent Director) and Shri Mr. Shailesh Buch (Independent Director) ofthe Company are other members of the Committee.

All are non-executive and Indpendent director of the company.

The terms of reference stipulated by the Board to the Remuneration Committee are ascontained under Clause 49 of the listing Agreement.

During the year Two meetings of the Remuneration Committee was held on 28thMay 2014 and 27th November 2014.

18. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and othermatters provided in Section 178(3) of the Act has been disclosed in the corporategovernance report which forms part of the directors’ report.

19. Formal Annual Evaluation by the Board

The board of directors has carried out an annual evaluation of its own performanceBoard committees and individual directors pursuant to the section 134(3)(p) of thecompanies Act 2013.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of the individual director to the Board and committee meetings likepreparedness on the issues to be discussed meaningful and constructive contribution andinputs in meetings etc. In addition the Chairman was also evaluated on the key aspectsof his role.

20. Particulars of loans guarantees or investments under section 186

The particulars of loans guarantees and investments have been disclosed in thefinancial statements.

21. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company withrelated parties referred to in sub-section (1) of section 188 of the Companies Act 2013including certain arms length transactions under third proviso thereto disclosed in FormNo. AOC -2 as per Annexure I.

22. Managerial Remuneration:

Your company has paid managerial remuneration of Rs. 1200000 during the year.

Your Company has not any employee who was in receipt of remuneration in excees oflimits specified in the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014.

23. Secretarial Audit Report

A Secretarial Audit Report given by M/s. MAULIK BHAVSAR & ASSOCIATES a companysecretary in practice shall be annexed II with the report.

Qualification in Secretarial Auditors’ Report

The company has not made any expenditure towards corporate social responsibilityactivities as per section 135 of the companies act 2013 & not updated different typesof policy on its website.

Director’s comment on secretarial auditor’s qualification

During the year company has not made any expenditure towards corporate socialresponsibility activities due to incurring of losses during last 2 years. Company istrying to minimize losses taking various steps to grow the business and also will try tomake expenditure towards corporate social activities in upcoming years.

The company will update its website and update all documents and required policies asper clause 49 of the listing agreements.

24. Corporate Governance Certificate

The Compliance certificate from the practicing company secretaries regarding complianceof conditions of corporate governance as stipulated in Clause 49 of the Listing agreementshall be annexed III with the report.

25. Risk management policy

The Board of the Company has formed a risk management committee to frame implement andmonitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks identifiedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

The development and implementation of risk management policy has been covered in themanagement discussion and analysis which forms part of this report.

26. Code of Conduct –

The Board of Directors of the Company has adopted a code of conduct and made itapplicable to the Board members and senior management of the Company.

The Board and Senior Management of the Company have affirmed compliance with the code.

27. CSR COMMITTEE AND POLICY:

The Company has constituted the CSR committee comprising of Shri Mahesh AnolakhMaheshwari (Whole time Director) appointed as Chairman of the Committee Shri DushyantManibhai Buch (Independent Director) and Smt. Namrata Mahesh Maheshwari (Whole-TimeDirector) of the Company continues to act as members of the Committee. The terms ofreference stipulated by the Board to the CSR Committee are as contained under Section 135of companies Act 2013. The CSR Committee formulate and recommend to the Board a policywhich shall indicate the activities to be undertaken (CSR Policy); recommend the amount of2% requires spending of at least 2% of its average net profit for the immediatelypreceding 3 financial years expenditure to be incurred on the activities referred andmonitor the CSR Policy of the company.

28. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section(3) of Section 134 of the Companies Act 2013 shall state that—

(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 i.e. at31st March 2015 and of the profit and 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; and

(e) The directors had devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

29. Acknowledgements

Your Directors express their deep sense of gratitude to the Banks Central and StateGovernments and their departments and the local authorities for their continued guidanceand support.

We would also like to place on record our sincere appreciation for the dedicationcommitment and hard work put in by every member of the SHRI ASTER SILICATES LIMITED(hereinafter referred as "ASTER SILICATES") family. The Board further expressesthat the credit of the success of Aster Silicates family goes to each & every memberof Aster Silicates family equally. The Management is deeply grateful for the confidenceand faith that the shareholders have always reposed in them.

For and on behalf of the Board of Directors

SHRI ASTER SILICATES LIMITED

Sd/-

MAHESH ANOLAKH MAHESHWARI

(Whole time Director)(DIN: 00027682)

Place: Ahmedabad

Date: September 7 2015

Annexure I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014)

Form for disclosure of particulars of contracts / arrangements entered into by thecompany with related parties referred to in sub-section (1) of section 188 of theCompanies Act 2013 including certain arm’s length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

SHRI ASTER SILICATES LIMITED has not entered into any contract or arrangement ortransaction with its related parties which is not at arm’s length during financialyear 2014-15.

2. Details of material contracts or arrangement or transactions at arm’s lengthbasis:

a. Name (s) of the related party & nature of relationship

b. Nature of contracts / arrangements / transactions: Annual Remuneration paid toDirectors namely; 1. MAHESH ANOLAKH MAHESHWARI Rs. 600000/- and 2. NAMRATA MAHESHMAHESHWARI Rs. 600000/-

c. Duration of the contracts / arrangements / transactions: 01.04.2014-31.03.2015.

d. Salient terms of the contracts or arrangements or transactions including the valueif any: NIL

e. Date(s) of approval by the Board if any: Not applicable since the contract wasentered into in the ordinary course of business and on arm’s length basis.

f. Amount paid as advances if any: NIl

On behalf of the board of directors
Sd/-
Ahmedabad MAHESH ANOLAKH MAHESHWARI
September 07 2015 DIN: 00027682

Annexure II

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st MARCH 2015

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Members

SHRI ASTER SILICATES LIMITED

I have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by SHRI ASTER SILICATES LIMITED(hereinafter called "the company"). Secretarial Audit was conducted in a mannerthat provided me a reasonable basis for evaluating the corporate conducts/statutorycompliances and expressing my opinion thereon.

Based on my verification of the SHRI ASTER SILICATES LIMITED’s books papersminute books forms and returns filed and other records maintained by the company and alsothe information provided by the Company its officers agents and authorizedrepresentatives during the conduct of secretarial audit I hereby report that in myopinion the company has during the audit period covering the financial year ended on 31stMarch 2015 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent in themanner and subject to the reporting made hereinafter:

I have examined the books papers minute books forms and returns filed and otherrecords maintained by the Company for the financial year ended on 31st March2015 according to the provisions of:

(i) The Companies Act 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the rulesmade thereunder;

(iii) The Depositories Act 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act 1999 and the rules and regulations madethereunder to the extent of Foreign Direct Investment Overseas Direct Investment andExternal Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 1992;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India withrespect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with Ahmedabad Stock Exchangelimited;

I further report that

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda were sent at least seven days in advance and a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting.

However the company has not made any expenditures towards Corporate socialresponsibility activities as per section 135 of the companies Act 2013 and the companyhas not updated its different types of policy on its website as per clause 49 of thelisting agreement.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

I further report that as per the explanations given to us and the representations madeby the Management and relied upon by us there are adequate systems and processes in thecompany commensurate with the size and operations of the company to monitor and ensurecompliance with applicable laws rules regulations and guidelines.

Sd/-
Date : September 06 2015 Maulik Bhasvar - Proprietor
Place: Ahmedabad For Maulik Bhavsar & Associates
Practicing Company Secretary
Mem. No. 31198 CP No. 11591

This Report is to be read with our letter which is annexed as Annexure A and forms anintegral part of this report.

Annexure A

The report is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of theCompany. My responsibility is to express an opinion on these secretarial records based onour audit.

2. I have followed the audit practices and process as were appropriate to obtainreasonable assurance about the correctness of the contents of the Secretarial records. Theverification was done on test basis to ensure that correct facts are reflected inSecretarial records. I believe that the process and practices I followed provide areasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records andBooks of Accounts of the Company.

4. Where ever required I have obtained the Management representation about theCompliance of laws rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws rulesregulations standards is the responsibility of management. My examination was limited tothe verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability ofthe Company nor of the efficacy or effectiveness with which the management has conductedthe affairs of the Company.