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Asi Industries Ltd.

BSE: 502015 Sector: Metals & Mining
BSE 00:00 | 23 Sep 13.77 0






NSE 05:30 | 01 Jan Asi Industries Ltd
OPEN 13.50
52-Week high 24.50
52-Week low 12.40
Mkt Cap.(Rs cr) 124
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 13.50
CLOSE 13.77
52-Week high 24.50
52-Week low 12.40
Mkt Cap.(Rs cr) 124
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asi Industries Ltd. (ASOCSTONE) - Director Report

Company director report

Dear Members

The Board of Directors are pleased to present the Company's 75th AnnualReport on business and operations together with the audited financial statements of theCompany for the financial year ended st March 2021.


A summary of the Company's financial results for the Financial Year 2020-

Particulars Standalone Consolidated
2021 2020 2021 2020
Total Revenue 17677.64 14840.53 23058.58 25095.86
EBIDTA 2854.61 945.87 4086.55 5562.99
PAT 1097.52 (310.31) 1185.23 3140.48


Total revenue was `.17677.64 Lacs for FY 2020-21 as compared to `14840.53 Lacs for FY 2019-20 an increase of of 19%. EBITDA stood at ` 2854.61 Lacsas compared to 945.87 Lacs during FY 2019-20 an increase of 132%. Net Profit (Loss) after

Tax stood at ` 1097.52 Lacs for FY 2020-21 as compared to Loss of `(310.31) Lacs for FY 2019-20.


Total revenue was ` 23058.58 Lacs for FY 2020-21 as compared to `25095.86 Lacs for FY 2019-20. EBITDA stood at ` 4086.55

Lacs as compared to ` 5562.99 Lacs during FY 2019-20 and

Net Profit after Tax stood at ` 1185.23 Lacs for FY 2020-21 as compared to `3140.48 Lacs for FY 2019-20.


The Company continues to operate at its installed 3.625 MW capacity Wind Power Plantcomprising of 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity atSatara District of Maharashtra supplying to Electricity Boards.


We are extremely glad to inform you that we have successfully completed EngineeredStone project at Jaipur and start the commercial production from 23rd March2021. This project at Mahindra World City Jaipur Rajasthan has a capacity of 6.50million sq. ft. on approximately 7 acres of land.


Due to weak financial

Board of Director does not recommend any dividend payments for the financial yearended 31 st March 2021 to safeguard its financial reserves to finance thefuture growth opportunity.


The Hon'ble National Company Law Tribunal Mumbai Bench had sanctioned the Scheme ofAmalgamation of Deejay Mining and Exports Private Limited (DMEPL) with the Company videits Order dated April 23 2020. The said Scheme was made effective on May 18 2020 postfiling of the Order with Registrar of

Companies. Pursuant to the Scheme 47935009 Equity Shares have been allotted toShareholders of DMEPL on July 06 2020 and accordingly 40714762 Equity Shares heldby DMEPL in the Company were cancelled. Pursuant to this DMEPL stands amalgamated withyour Company. Post allotment / cancellation of Equity Shares the Promoter Shareholding inthe Company now stands at 72.51%.


Authorized Share capital

The Authorized Share Capital of the Company as on 31st March 2021 stood asRs 2500 Lacs consist 2300 Lacs of equity share of Re.1/- each and 200000 RedeemablePreference Shares of Rs. 100/- each.

However after merger of the Deejay Mining and Exports Private Limited (Transferor Co.)with the Company vide order of National Company Law Tribunal Mumbai dated 23rdApril 2020 the Authorized Share Capital of the Transferor Company has merged with theAuthorized Share Capital of Transferee Co.

After merger the Authorized Share Capital of the Company stood

Rs. 284500000/- consist 262400000 equity shares of Re.1/- each 200000 RedeemablePreference Shares of Rs. 100/- each position during the year under review

1000 12% Non-Cumulative Preference Shares of Rs. 100/-each and 200000 un classifiedshares of Rs.10/-each.

Paid Up Share Capital

The paid-up Equity Share Capital as at 31st March 2021 stood at `900.75 Lacs. During the year under review the Company has issued 47935009 no of fullypaid up equity share of Re. 1/- each to the shareholders of the Transferor Co at themeeting of Board of Directors held on 6th July 2020/-

The Company has not issued any convertible securities or shares with differentialvoting rights nor has granted any stock options or sweat equity or warrants.


The Company has not transferred any amount to the General Reserve for the year ended31March 2021.


As mandated by the Ministry of Corporate Affairs the financial statements for the yearended on 31st March 2021 has been prepared in accordance with the IndianAccounting Standards

(IND AS) notified under Section 133 of the Companies Act (hereinafter referred to as"the Act") read with the Companies

(Accounts) Rules 2014 as amended from time to time. The estimates and judgmentsrelating to the Financial Statements are made on a prudent basis so as to reflect mannerthe form and substance of transactions and reasonably present the Company's state ofaffairs profits and for the year ended 31st March 2021. The Notes to theFinancial Statements adequately cover the standalone and consolidated Audited Statementsand form an integral part of this Report.


The Company has foreign subsidiaries viz: ASI Global Limited Mauritius and Al RawasiRock & Aggregate LLC Fujairah UAE.

During the year Stone Masters (India) Private Limited (SMIPL) has become associate ofthe Company due to increase of shareholding of the Company in SMIPL on account ofAmalgamation of Deejay Mining and Exports Private Limited with the Company. The DeejayMining and Exports Private Limited hold 30.43% equity shares of Stone Masters (India)Private Limited which by virtue of Amalgamation transferred to the Company.

Your directors draw attention of the members to the Note No. 42 of ConsolidatedFinancial Statements which set out salient features of Financial Statement of Subsidiaryand Associate Companies.


Al Rawasi Rock Aggregate LLC became a material subsidiary of the Company on the basisof 31st March 2019 thresholds laid down under the Listing Regulations asamended. The Board of Directors of the Company has approved a Policy for determiningmaterial subsidiaries which is in line with the Listing Regulations as amended from timeto time. The Policy was revised effective from April 1 2019 in line with the amendmentsmade to the Listing Regulations. The Policy has been uploaded on the Company's website at


The Consolidated Financial Statements of the Company are prepared in accordance withrelevant Indian Accounting Standards issued by the Institute of Chartered Accountants ofIndia and forms an integral part of this Report.

Pursuant to Section 129(3) of the Act read with Rule 5 of the Companies (Accounts)Rules 2014 a statement containing salient features of the financial statements ofSubsidiaries is given in Form AOC-1 which forms an integral part of this Report.


The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015

(hereinafter referred to as "Listing Regulations") is provided in a separatesection and forms an integral part of this Report. in a true and


As per Regulation 34(3) read with Schedule V of the Listing Regulations a separatesection on corporate governance practices followed by the Company together with acertificate from the Company's Auditors confirming compliance forms an integral part ofthis Report.


The details forming part of the extract of the Annual Return in Form MGT-9 as requiredunder Section 92 of the Act is attached as Annexure ‘"A"' which forms anintegral part of this Report and is also available on the Company's website viz.http://www.


In accordance with the provisions of Section 152 of the Act and the Company's Articlesof Association Mr. Anita Jatia Director retires by rotation at the forthcoming AnnualGeneral Meeting and being eligible offers herself for re-appointment. The Boardrecommends her re-appointment for the consideration of the Members of the Company at theforthcoming Annual General

Meeting. Brief profile of Mrs. Anita Jatia has been given in the

Notice convening the Annual General Meeting.

After recommendation of Nomination and Remuneration Committee the Board of Directorshas approved re-appointment following Directors subject to the approval of Shareholders atthe forthcoming Annual General Meeting.

SN Name Designation Tenure Commence End
1 Deepak Jatia Managing Director Three Years 01.09.2021 31.08.2024
2 Tushya Jatia Executive Director Three Years 12.11.2021 11.11.2024
3 Gaurang Gandhi Independent Director Five Years 23.09.2021 31.08.2026

All Independent Directors of the Company have given declarations that they meet thecriteria of independence as laid down under Section 149(6) of the Act and Regulation 16(1)(b) of the Listing Regulations. The Board is of the opinion that all Independent Directorsof the Company possess requisite qualifications experience expertise and they holdstandards of integrity All Independent Directors of the Company have registered themselveswith the Indian Institute of Corporate Affairs at Manesar ('IICA') as required under Rule6 of

Companies (Appointment and Qualification of Directors) Rules

2014 further all the Independent Director have served for more than three years onboard of listed entities and hence shall not be required to pass the online proficiency asper the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors)Rules 2014.

The Independent Directors have also confirmed that they have complied with theCompany's Code of Business Conduct & Ethics.


The details of the number of meetings of the Board held during the Financial Year2020-21 forms part of the Corporate Governance Report.


Mr. Deepak Jatia- Chairman and Managing Director Mr. S.R.Soni-

Chief Executive officer Mr. Pavan Soni- Chief Financial Officer and Mr. Manoj Jain-Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.During the year under review no person were appointed/ceased as Key Managerial Personnelof the Company.


The Board of Directors have Audit Committee Nomination and Remuneration CommitteeStakeholders' Relationship Committee and Corporate Social Responsibility Committee.

The details of the Committees along with their composition number of meetings andattendance at the meetings are provided in the Corporate Governance Report.


In terms with the Policy for Evaluation of the Performance of the Board of Directors ofthe Company we conducted a formal Board Effectiveness Review as part of our efforts toevaluate the performance of our Board and identify areas that need improvement in orderto enhance the effectiveness of the Board its Committees and Individual Directors. Thiswas in line with the requirements of the Companies Act 2013 and the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements Regulations2015.

The criteria for Board processes included Board composition strategic orientation andteam dynamics Evaluation of each of the Board Committees covered whether they havewell-defined objectives the correct composition and whether they achieved theirobjectives. The criteria for Individual Board Members included skills experience levelof preparedness attendance extent of contribution to Board debates and discussion andhow each Director leveraged their expertise and networks to self-assessment testmeaningfully contribute to the Company. The criteria for the Chairperson's evaluationincluded leadership style and conduct of Board Meetings.

Further the performance evaluation criteria for Independent Directors included a checkon their fulfilment of the independence criteria and their independence from themanagement

The performance evaluation of the Directors was completed during the year under review.The performance evaluation of the Chairman and the Non-Independent Directors was carriedout by the Independent Directors and Non-Executive Director. The Board of Directorsexpressed their satisfaction with the evaluation process.


Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Act are given in the notes to

Financial Statements forming a part of this Annual Report.


The Company has a Whistle Blower Policy to report genuine concerns or grievances and toprovide adequate safeguards against victimization of persons who may use such mechanism.The Whistle Blower Policy has been posted on the website of the Company at


The Board of Directors has framed a policy which lays down a framework in relation toremuneration of Directors Key Managerial Personnel and Senior Management of the Company.The Policy broadly lays down the guiding principles philosophy and the basis for paymentof remuneration to Executive and Non-executive Directors (by way of sitting fees andcommission) Key Managerial Personnel Senior Management and other employees. The policyalso provides the criteria for determining qualifications positive attributes and andcriteria for appointment of Key Managerial Personnel / Senior Management and performanceevaluation which are considered by the Nomination and Remuneration Committee and the Boardof Directors while making selection of the candidates. The above policy has been posted onthe website of the Company at http://


All transactions entered with Related Parties for the year under review were on arm'slength basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is notrequired. Further there are no material related party transactions during the year underreview with the Promoters Directors or Key Managerial Personnel. All related partytransactions are mentioned in the notes to the accounts. The Company has developed aframework through Standard Operating Procedures for the purpose of identification andmonitoring of such Related Party

All Related Party Transactions are placed before the Audit Committee for approval.Omnibus approval was obtained on a yearly basis for transactions which are of repetitivenature and a statement giving details of all Related Party Transactions are placed beforethe Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has beenuploaded on the website of the Company and can be seen at the link . None of the Directors has any pecuniary relationship or transactions vis--visthe Company except remuneration and sitting fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE issued by the Peer Review Board of the


No significant regulators courts tribunals impacting the going concern status andCompany's operations in future.


The Company obtained Credit Rating from Infomerics Valuation And Rating PrivateLimited. The details of Credit Ratings held by the Company as on March 31 2021 are asunder:

Instrument Rating
Long Term Borrowing IVR BBB-/Stable Outlook [IVR Triple B
Minus with Stable Outlook]
Short Term Borrowing IVR A3 [IVR A Three]


Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act2013 with respect to the Directors'

Responsibility Statement it is hereby confirmed

In the preparation of the annual accounts for the year

31st March 2021 the applicable accounting standards read with requirementsset out under Schedule III to the Act have been followed and there are no materialdepartures from the same;

Independence of The Directors have selected such accounting policies and applied themconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of your Company as at 31stMarch 2021 and of the loss of your Company for the year ended on that date;

The Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets of your Company and for preventing and detecting fraud and other irregularities;the Directors have prepared annual accounts on a ‘going concern' basis; the Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively; and .

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



M/s S.C.Bandi & Co. Chartered Accountants (FRN-

130850W) was appointed as Statutory Auditor of the Company for a period of fiveconsecutive years at the

General Meeting of the Members held on 22nd September 2017 on aremuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

M/s. S.C.Bandi & Co have confirmed that they hold a valid Institutecertificate ofChartered Accountants of India (ICAI). and material order has been passed by the TheAuditors have also furnished a declaration confirming their independence as well as theirarm's length relationship with the Company as well as declaring that they have not takenup any prohibited non-audit assignments for the Company. The Audit Committee reviews theindependence of the Auditors and the effectiveness of the Audit process.

Further there are no qualifications or adverse remarks in the Auditors' Report whichrequire any clarification/explanation. The Notes on financial statements areself-explanatory and need no further explanation. The Statutory Auditors have not reportedany frauds under Section 143(12) of the Act.


As per the requirement of the Central Government and pursuant to Section 148 of theCompanies Act 2013 read with Companies (Cost Records and Audit) Rules 2014 that: asamended from time to time your Company has been carrying out audit of cost records.Accordingly M/s. N.D. Birla ended & Co. a firm of Cost Accountants in practice wasappointed to undertake the cost audit for the financial year ended 31 st March2021. The Company has maintained Cost Record as specified by the Central Government undersub section (1) of Section 148 of the Companies Act 2013.

Further the Board of Directors on the recommendation of the Audit Committee haveappointed M/s. N.D. Birla & Co. a firm of Cost Accountants to undertake the audit ofcost records of the Company for the financial year ended 31 st March 2022.


As required under Section 204 of the Companies Act 2013 read with Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board hasappointed M/s. GMJ & Associates Company Secretaries as Secretarial Auditors of theCompany in relation to the financial year 2021-22. The Company has received their consentfor such appointment. The Secretarial Audit Report for the year 2020-21 is attached asAnnexure-"B"

There is no secretarial audit qualification for the year under review.


Your Company has an effective internal control and risk-mitigation system which areconstantly assessed and strengthened with new/revised standard operating procedures. TheCompany's internal control system is commensurate with its size scale and complexities ofits operations. The internal and operational audit is entrusted to M/s L.B.Jha & CoChartered Accountants a firm of Chartered Accountants. The main thrust of internal auditis to test and review controls appraisal of risks and business processes besidesbenchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy andeffectiveness of the internal control systems and suggests improvements to strengthen thesame. The Company has a robust Management Information System which is an integral part ofthe control mechanism.


There was no instance of fraud during the year under review which required theStatutory Auditors to report to the Audit Committee and / or Board under Section 143(12)of the Companies Act 2013 and Rules framed thereunder.


Your Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. Your Company periodically assessesrisks in the internal and external environment along with the cost of treating risks andincorporates risk management plans in its strategy business and operational plans.

Your Company through its risk management process strive to contain impact andlikelihood of the risks within the risk appetite as agreed from time to time with theBoard of Directors.

There are no risks which in the opinion of the Board threaten the existence of yourCompany. However some of the risks which may pose challenges are set out in theManagement Discussion and Analysis which forms part of this Report.


As per provision of Section 135 read with Schedule VII of the Companies Act 2013 alongwith the Companies (Corporate Social Responsibility Policy) Rules 2014 and any otherstatutory amendment or modification thereof and the Company's CSR

Policy in respect of Corporate Social Responsibility activity a separate Report on CSRactivities is attached as Annexure "C" to this Report. The CSR Policy has beenposted on the website of the Company at also refer Note

No. 29(b) notes to accounts of standalone financial statement for

CSR Expenditure.

The Company needs to spend Rs. 83.37 Lacs (including previous unspent amount ofRs.50.10 Lacs) during the year under review CSR expenditure was short by Rs.43.33 Lacs onaccount of restriction due to COVID-19 pandemic. The Company has transferred Rs. 37.25Lacs in to unspent CSR Account for the projects which are under process and could notcompleted during the financial years. There is Rs. 6.08 Lacs which remain unspent and notbelong to any of the ongoing project is due to transfer in to any fund as specified underschedule VII of the

Companies Act 2013 within the stipulated time.


The Company is conscious of the importance of environmentally clean and safeoperations. The Company's policy requires conduct of operations in such a manner so as toensure safety of all concerned compliances of environmental regulations and preservationof natural resources.

In order to comply with provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and Rules framed thereunder the Companyhas formulated and implemented a policy on prevention prohibition and redressal ofcomplaints related to sexual harassment of women at the workplace. All women employeeseither permanent temporary or contractual are covered under the above policy. The saidpolicy has been uploaded on the internal portal of the Company for information of allemployees. An Internal Complaint Committee has been set up in compliance with the saidAct. During the year under review no complaints pertaining to sexual harassment of womenemployees were reported to the Company.


The Company takes pride in the commitment competence and dedication of its employeesin all areas of the business. The Company has a structured induction process at alllocations objective appraisal systems based on Key Result Areas (KRAs) are in place forsenior management staff.


Pursuant to the applicable provisions of the Companies Act 2013 read with IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 all unpaid and unclaimeddividends are required to be transferred by the Company to IEPF established by the CentralGovernment after the completion of seven years. Further according to the rules theshares in respect of which dividend has not been paid or claimed by the shareholders forseven consecutive years or more shall also be transferred to the demat account created bythe IEPF Authority accordingly the Company has transferred unclaimed and unpaid dividend.Further the corresponding shares were also transferred to the IEPF Authority as per therequirements of IEPF Rules details of which are provided on Company's website athttp://www.


The Company has not accepted any deposits falling under the ambit of Section 73 of theCompanies Act 2013 and the Rules framed thereunder during the year under review. Thisdoes not include advances against supply of goods within a period of 365 days from thedate of acceptance of such advance or any other amount received not considered as depositas per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules 2014


Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the details in respect of the shares lying in the un-claimed suspenseaccount till March 31 2021 are as follow

Particulars No. of Shareholders No. of share
Aggregate number of shareholders and outstanding shares held in the Unclaimed 128 465723
Suspense Account as on 31st March 2021 (Being the date of transfer of shares to the
Unclaimed Suspense Account) Number of shareholders/legal heirs who approached listed entity for transfer of shares from suspense account during the year NIL NIL
Number of shareholders to whom shares were transferred from suspense account during the year NIL NIL
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on 31st March 2021 NIL NIL

Voting rights on these 465723 shares shall remain frozen till the rightful owner ofsuch shares claims the shares. Shareholders may get in touch with the Company/RTA for anyfurther information in this matter.


The information on conservation of energy technology absorption and foreign exchangeearnings and outgo pursuant to Section

134(3) (m) of the Act read with the Rule 8(3) of the Companies

(Accounts) Rules 2014 is attached as Annexure "D" and forms an integral partof this Report.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is attachedas Annexure "'E" and forms an integral part of this Report. ` A statementcomprising the names of top 10 employees in terms of remuneration drawn and every personsemployed throughout the year who were in receipt of remuneration in terms of Rule 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 isattached as Annexure "E" and forms an integral part of this annual report. Interms of Section 197(12) of the Companies Act 2013 read with Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the statement showingthe name of the employees drawing remuneration in excess of the limit specified in theRules are not applicable on the Company as during the period no employee of the Companywas drawing salary in excess of the that drawn by the Managing Director or Whole TimeDirector or Manager.

The Company has complied with the applicable Secretarial Standards issued by theInstitute of Company Secretaries of India.


Statements in the Board's Report and the Management Discussion & Analysis Reportdescribing the Company's objectives expectations or forecasts may be forward lookingwithin the meaning of applicable laws and regulations. Actual results may differ fromthose expressed in the statements


Your Directors wish to place on record their appreciation for the contribution made bythe employees at all levels but for whose hard work and support your Company'sachievements would not have been possible. Your Directors also wish to thank itscustomers dealers agents suppliers investors and bankers for their continued supportand faith reposed in the Company.

On behalf of the Board of Directors
Deepak Jatia
Place: Mumbai Chairman & Managing Director
Date: 30th June 2021 DIN: 01068689