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Asian Star Company Ltd.

BSE: 531847 Sector: Consumer
NSE: N.A. ISIN Code: INE194D01017
BSE 16:01 | 07 Dec 748.00 7.85
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NSE 05:30 | 01 Jan Asian Star Company Ltd
OPEN 744.05
PREVIOUS CLOSE 740.15
VOLUME 24
52-Week high 999.00
52-Week low 673.95
P/E 20.76
Mkt Cap.(Rs cr) 1,198
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 744.05
CLOSE 740.15
VOLUME 24
52-Week high 999.00
52-Week low 673.95
P/E 20.76
Mkt Cap.(Rs cr) 1,198
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Asian Star Company Ltd. (ASIANSTARCO) - Director Report

Company director report

Dear Members

Your Directors are pleased to present the Twenty Eighth Annual Reporttogether with Audited Financial Statements (Standalone and Consolidated) for the FinancialYear ended March 312022.

Financial Results

(Rs. in lacs)

PARTICULARS Standalone Consolidated
2021-2022 2020-2021 2021-2022 2020-2021
Revenue from operations 303424.84 168739.84 442260.74 254438.62
Add: Other Income 1025.68 2062.25 779.29 1785.42
Total Revenue 304450.52 170802.09 443040.03 256224.03
Less: Total Expenditure 294595.14 164140.96 429263.84 248082.13
Operating Profit (PBDIT) 9855.38 6661.13 13776.19 8141.9
Less: Interest and Depreciation 1615.47 1491.47 1932.17 1841.75
Profit before Exceptional Items and Tax 8239.91 5169.66 11844.02 6300.15
Exceptional Items - Income / (Loss) (530.24) (364.91) (530.24) (364.91)
Profit before tax 7709.67 4804.75 11313.78 5935.22
Provision for Tax 2232.08 972.15 2260.57 981.19
Provision for Deferred Tax (351.35) (1449.70) (351.21) (1449.59)
Profit after Tax 5828.94 5282.30 9404.42 6403.62
Less / (add): Minority Interest in Profit - - 21.66 10.29
Other Comprehensive Income (41.85) (388.70) (148.24) (266.20)
Total Comprehensive Income 5787.09 4893.60 9234.52 6127.13

Financial Performance of the Company

The first quarter of the year under review witnessed the second wave ofthe pandemic. While the second wave of the pandemic impacted human lives due to highermortality rate the impact on Company's operations and financial performance was lesssevere as compared to the first wave.

The Company has performed exceptionally well during the year gone byi.e. FY 2021-2022. The Company capitalized on momentum witnessed during the second half ofFY 2020-2021 and crossed the milestone of Rs. 4000 crore turnover on consolidated basisand Rs. 3000 crore on standalone basis. During the year under review your Company'sconsolidated turnover stood at Rs. 442260.74 lacs as compared to Rs. 254438.62 lacsfor the previous year representing an increase of 73% Profit before tax stood at Rs.11313.78 lacs for the year under review as compared to Rs. 5935.22 lacs for the previousyear representing an increase of 91% and the total comprehensive income stood at Rs.9234.52 lacs as compared to Rs. 6127.13 lacs for the previous year representing anincrease of 51%.

Turnover for the year on standalone basis stood at Rs. 303424.84 lacswith a growth of 80% over that of Rs. 168739.84 lacs achieved during the previous year.Profit before tax excluding other income and exceptional items stood at Rs. 7214.22 lacsfor the year under review as compared to Rs. 3107.41 lacs for the previous yearrepresenting an outstanding growth of 132%.

The outstanding performance of the Company reflects the resilience ofthe Company and its core strengths which has enabled it to bounce back from the impact ofcovid.

Impact of COVID-19

The financial year ended March 312022 marked the second year since theWorld Health Organization declared the outbreak of COVID- 19 as a pandemic. During theyear under review countries across the globe continued to face economic and socialdisruptions along with the loss of lives and livelihoods. Eruptions of new waves andvariants of the virus necessitated localized restrictions and lockdown. In April 2021India witnessed a second wave of infections followed by another wave of infections in thefourth quarter of FY 2021-2022.

Dividend

The Directors are pleased to recommend a final dividend on equityshares at the rate of 15% (i.e. Rs.1.50 per Equity Share of Rs.10/- each) which will beRs. 240.10 lacs subject to the approval of the members at the ensuing Annual GeneralMeeting.

Pursuant to Finance Act 2020 dividend income is taxable in the handsof the shareholders w.e.f. 1st April 2020 and the Company is required todeduct tax at source (TDS)from dividend paid to the members at prescribed rates as per theIncome-tax Act 1961.

Dividend Distribution Policy

According to Regulation 43Aof the SEBI (Listing Obligation andDisclosure Requirement) Regulations 2015 as amended w.e.f. 6th May 2021 theapplicability of the dividend distribution policy is extended to the top 1000 listedentities based on market capitalization calculated as on 31st March ofpreceding financial year. The dividend distribution policy for your company is availableon the website of yourCompany

Transfer to Reserves

During FY 2021-22 the Board of your Company has not recommended thetransfer of any amount to reserves and has decided to retain the entire amount of profitsfor Financial Year 2021-22 in the profit and loss account.

Deposits Loans Advances and Other Transactions

YourCompany has not accepted any deposits from public or its employeesand as such noamounton account of principal or interest on deposit were outstanding as ofthe Balance Sheet date. YourCompany has not given any loans and advances which arerequired to be disclosed in the annual accounts of the Company pursuant to Regulation34(3) read with Schedule V of the SEBI LODR. Further in terms of Regulation 34(3) readwith Schedule V of the SEBI LODR details of the transactions of the Company with thepromoter(s) and related parties as on 31st March 2022 in the formatprescribed in the relevant accounting standards for annual results are given in Note no.33 to the standalone financial statement.

Share Capital

During the year there has been no change in authorised share capitalof the company. The paid up capital of the Company stood at Rs. 160068000/-at 31stMarch 2022.

Credit Rating

The Company's financial discipline and prudence is reflected in thestrong credit ratings ascribed by rating agencies as given below:

Instrument Rating Agency Rating Rating Action
Long-term/Short-term Bank Facilities (Fund Based) CARE CARE A-; Stable/ CARE A2+ (Single A Minus; Outlook : Stable/A Two Plus) Reaffirmed; Outlook revised from Negative to stable

Subsidiaries Associates and Joint Ventures

As on 31st March 2022 the Company has 3 wholly owned subsidiariesone Joint Venture and one associate. A report on the performance and financial position ofeach of the subsidiaries joint venture and associate has been provided in Form AOC-1 asper Section 129(3) is attached asAnnexure A.

Further pursuant to the provisions of Section 136 of the Act thefinancial statements including consolidated financial statements a long with relevantdocuments and separate audited financial statements of subsidiaries are available on thewebsite of the Company at www.asianstargroup.com.

Performance of Subsidiary Companies AsianStarDMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAEmarket. The Gross Revenue of the Company for F.Y 21-22 is US $ 207763564 as compared toUS $ 132674100 (Previous Year). Profit for the year is US $ 5046702 as compared to US$ 2041118 (Previous Year).

AsianStarCompany Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond tradingand caters to the USA market. Gross Revenue of the company stood at US $ 23587433 forthe year as compared to US $ 17145152 (Previous Year). Net Profit / (Loss) aftertax forthe year is US $ 93757 as compared to (Loss) of US $ (5018) (Previous Year).

AsianStarTrading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading ofdiamonds. Gross Revenue of the Company stood at US $ 51003 as compared to US$903977(Previous Year). Profit aftertax is US$33747 as compared to US$44911 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis.Gross Operating Revenue for Current year is Rs. 4302 lacs as compared to Rs. 3100 lacs(Previous Year). Prof it after tax Rs. 21.66 lacs as compared to Rs. 10.29 lacs (Previousyear).

Joint Venture Ratnanjali Infra LLP

Ratnanjali Infra LLP engaged in construction of commercial andresidential complexes in Ahmedabad Gujarat. The project is expected to get complete innext financial year.

There has been no change in the nature of business of the subsidiariesand associate Company.

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1and SS-2 relating to Meetings of the Board of Directors' and 'General Meetings'respectively have been dulyfollowed by the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report as required in terms ofRegulation 34 of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Annua l Report.

Corporate Governance Report

Your Company has always been devoted to adopting and adhering to thebest Corporate Governance practices. The Company understands and respects its fiduciaryrole and responsibility towards stakeholders and society at large and strives hard toserve their interests resulting in creation of value and wealth for all stakeholders.

As a listed company necessary measures are taken to comply with thelisting agreements of the Stock exchanges. A "Report on Corporate Governance"along with a certificate of compliance from the statutory auditors of the Company -Mahendra Doshi & Associates Chartered Accountants confirming compliance of conditionsof Corporate Governance as stipulated under Listing Regulations (erstwhile ListingAgreement entered into with the Stock Exchanges) forms an integral part of this Report.

Business Responsibility Report

The Securities and Exchange Board of India ('SEBI'I in May 2021introduced new sustainability related reporting requirements to be reported in thespecific format of Business Responsibility and Sustainability Report t'BRSR'). BRSR is anotable departure from the existing Business Responsibility Report ('BRR') and asignificant step towards giving platform to the companies to report the initiatives takenby them in areas of environment social and governance. Further SEBI has mandated top1000 listed companies based on market capitalization to transition to BRSR from FY2022-23 onwards.

As stipulated under Regulation 34 of Listing Regulations the BusinessResponsibility Report describing the initiatives taken by the Company from an environmental social and governance perspective is attached as part of the Annual Report.

Material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.

There have been no other material changes and commitments affecting thefinancial position of the Company which have occurred between March 312022 and the dateof this Report other than those disclosed in this Report.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31stMarch 2022 is available on the website of the Company at www.asianstargroup.com

Unclaimed Dividend and Shares

Pursuant to the applicable provisions of the Companies Act 2013 readwith the IE PF Authority (Accounting Audit Transfer and Refund) Rules 2016 ("theIEPF Rules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by Central Government of India afterthe completion ofseven years. According to these rules the shares on which dividend has not been paid orclaimed by the shareholders for seven consecutive years or more shall also be transferredto the demat account of the IEPF Authority. During the year the Company has transferredthe unclaimed dividends of Rs.1470/- and no shares were transferred to IEPF. The detailsare provided in the Shareholder Information Section of this Annual Report and are alsoavailable on our websiteatwww.asianstargroup.com.

Directors and Key Managerial Personnel

A. Directors:

Re- Designation

Mr. Priyanshu A. Shah has been redesignated as a Non Executive NonIndependent Directorw.e.f. 1st April 2021.

Appointment

The Board at its meeting held on 29th October 2021 hasappointed Mr. Arvind T. Shah as a Chief Financial Officer (CFO) and Chairperson of theCompany w.e.f. 1st November 2021. He has continued to act as Whole TimeDirector of the Company.

Resignation

Mr. Dinesh T. Shah resigned from the position of Chief FinancialOfficer Director and Chairman of the Company due to old age and poor health conditionwith effect from October 31 2021. Mr. Dinesh T. Shah our beloved chairman left forheavenly abode on November 24 2021 .The board placed on record the deep gratitude &sense of appreciation towards the contribution made by Mr. Dinesh T. Shah in the successof Asian Star Group.

Also Mrs. Nirmalaben D. Shah one of the member of promoter group andwife of Mr. Dinesh T. Shah passed away on March 21 2022. The Board and all employees ofyour Company convey deep sympathy sorrow and condolences to family of late Mr. DineshT.Shah.

B. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company:-

1. Mr. DineshT. Shah: Chairman CFO &Whole-time Di rector (uptoOctober 312021)

2. Mr. ArvindT. Shah: Chairman CFO &Whole-time Directortw.e.f.November 12021)

3. Mr. Vi pul P. Shah: Chief Executive Officer and Managing Director

4. Ms.Sujata D. Nadgouda:CompanySecretary& Compliance Officer

Mr. Dinesh T. Shah step down as a Chief Financial Officer ExecutiveDirector and Chairperson of the Company w.e.f. 31st October 2021. Mr. ArvindT. Shah was appointed as Executive Chairman CFO w.e.f. 1st November 2021 ofthe Company. He has continued his position aswhole-time directorof the Company.

C. Re-Appointment:

Pursuant to Section 152 of the Companies Act 2013 and Article 153(a)of the Articles of Association of the Company Mr. Dharmesh Dinesh Shah (DIN: 00004704)Non-Executive Non-Independent Directorand Mr. Priyanshu A. Shah (DIN: 00004759)Non-Executive Non- Independent Director retires by rotation at the 28th AnnualGeneral Meeting of the Company and being eligible has offered themselves forre-appointment. The Board has recommended their re-appointment at the forthcoming AnnualGeneral Meeting as a Non-Executive Non-Independent Directorof the Company liable toretire by rotation.

Brief resume and other details of Mr. Dharmesh D. Shah and Mr.Priyanshu A. Shah in terms of Regulation 36(3) of SEBI LOD Rand Secretarial Standards onGeneral Meeting are provided in the Corporate Governance Report forming part of theAnnual Report. Both these Non-Executive Directors are related to each other. Both theabovementioned Directors are not disqualified from being re-appointed as Directors byvirtue of the provisions of Section 164 of the Companies Act 2013.

Pursuant to the provisions of the Act the Nomination &Remuneration Committee (NRC) specified the manner of effective evaluation of theperformance of the Board its Committees and individual Directors. In terms of manner ofperformance evaluation specified by the NRC the performance evaluation of the Board itsCommittees and individual Directors was carried out by NRC and the Board of Directors.Further pursuant to Schedule IV of the Act and Regulation 17(10) of the SEBI LODR theevaluation of Independent Directors was done by the Board of Directors.

For performance evaluation structured questionnaires covering variousaspects of the evaluation such as adequacy of the size and composition of the Board andCommittee thereof with regard to skill experience independence diversity attendanceand adequacy of time given by the Directors to discharge their duties CorporateGovernance practices etc. were circulated to the Directors for the evaluation process.All Directors unanimously expressed that the evaluation outcome reflected high level ofengagement of the Board of Directors and its committees amongst its members with theCompany and its management and that they a re fully satisfied with the same.

The Company has received declarations from each of the IndependentDirectors confirming that they meet the criteria of independence as provided in theCompanies Act 2013 and SEBI LODR. The declarations also confirm compliance with sub-rule1 and 2 of Rule 6 of the Companies (Appointment and Qualifications of Directors) FifthAmendment Rules 2019.

D. Board Independence:

Our definition of 'Independence' of Directors is derived fromSEBI(LODR) Regulations and Section 149(6) of the Companies Act 2013.

Thefollowing Non-Executive Directorsare Independent:-

1. Mr. K. Mohanram Pai

2. Mr.ApurvaShah

3. Mr. Milind Gandhi

4. Mr.M.R.Nayak

5. Mrs. Neha Gada

6. Mr.Jayantilal Parmar

E. Declaration by Independent Director(s)

All Independent Directors of the Company have given declarations thatthey meet the criteria of independence as laid down under Section 149(6) of the CompaniesAct 2013 and Regulation 16(1)(b) of SEBI (LODR) Regulations 2015. Further allnecessary declarations with respect to independence have been received from all theIndependent Directors and also received the confirmation that they have complied with theCode for Independent Directors prescribed in Schedule IV to the Act. The terms andconditions for the appointment of the Independent Directors are given on the website ofthe Company.

Board Meetings

During the year four (4) Board Meetings were convened and held thedetails of which are given in the "Report on Corporate Governance" a part ofthis Annual Report.

Policy on Board Diversityand Director's Appointmentand RemunerationPolicy

The Company recognizes and embraces the importance of a diverse Boardin its success. We believe that a truly diverse Board will leverage differences inthought perspective knowledge skill regional and industry experience cultural andgeographical backgrounds age ethnicity race and gender that will help us retain ourcompetitive advantage. The current policy of the board is to have an appropriate mix ofExecutive Non-Executive and Independent Directors to maintain the independence of theBoard and separate its functions of governance and management. As of March 31 2022 theBoard comprises of 11 members 3 of whom are Executive Directors 2 are Non-Executive andNon-Independent Directors and 6 Independent Directors. As per regulation 17 of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 your Company has oneIndependent Women Director on its board.

The policy of the Company on directors' appointment and remunerationincluding the criteria for determining qualifications positive attributes independenceof a director and other matters as required under sub-sect ion (3) Section 178 of theCompanies Act 2013 is available on ourwebsiteathttps://asianstargroup.com/corporate-governance.aspx

We affirm that the remuneration paid to the directors is as per theterms laid out in the Nomination and Remuneration Policy of the Company.

Committees of the Board

There are currently Seven Committees of the Board as follows:

• AuditCommittee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• RiskManagementCommittee

• FinanceCommittee

• Corporate Governance Committee

Details of mandatory Committees along with theirterms of referencecomposition and meetings held during the year are provided in the "Report onCorporate Governance" a part of this Annua l Report.

Annual Evaluation of Board and Performance of its Committees and ofDirectors

Pursuant to the provisions of the Act and the Listing Regulations theBoard has carried out an annual evaluation of its own performance performance of theDirectors individually (including Independent Directors) as well as the evaluation of theworking of its Committees. The Independent Directors in their Meeting have evaluated theperformance of Non-Independent Directors and the Board as a whole and Chairman of theBoard. The criteria of evaluation are described in the 'Report on Corporate Governance apart of this Annual Report.

The Nomination and Remuneration Committee has defined the evaluationcriteria procedure for the performance evaluation process for the Board its Committeesand Directors. The evaluation of all the Directors Committees Chairman of the Board andthe Board as a whole was conducted based on the criteria and framework adopted by theBoard. The evaluation parameters and the process have been explained in the CorporateGovernance Report.

Familiarisation Programme of Independent Directors

All new Independent Directors inducted into the Board attend anorientation program known as Familiarisation Programme which is for every new IndependentDirector of the Board to familiarise the new inductee(s) with the strategy operations andfunctions of our Company. The Executive Directors/Senior Managerial Personnel makepresentations to the inductees about the Company's strategy operations product andservice offerings markets organization structure finance human resources technologyquality facilities and risk management. In addition the Company also keeps theIndependent Directors updated on the events and developments in the industryandbusinessenvironment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy emphasising its focus on community developmentprojects prioritizing local needs in the area of education health livelihood andenvironment for ensuring long term sustainable benefits. Detailed policy is available onwebsite of your Company www.asianstargroup.com

CSR programs or projects to be undertaken by the Company in terms ofthis 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. Vipul P. ShahExecutive Director (Member) and Mr. Milind H. Gandhi Independent Director(Member).

Details of meetings held during the year are provided in detail in the"Report on Corporate Governance" a part of this Annual Report.

As part of its initiatives under "Corporate SocialResponsibility" (CSR) the company has contributed funds for the schemes of promotionof education medical aid eradicating hungerand malnutrition promoting specialeducation promoting education facilities for tribal children and rural developmentprojects etc. The contributions in this regard have been made to various registered trustwhich are undertaking these schemes.

The Report on CSR activities is annexed herewith asAnnexure B.

Risk Management Committee:

In compliance with Regulation 21 of Listing Regulations a RiskManagement Committee has been constituted by the Board. Risk Management Committee has beenentrusted with roles and powers which includes: a) Reviewand approval of Risk ManagementPlan b) Review progress on the Risk Management Plan c) Propose methodology on riskclassification and measurement. The Company has laid out a Risk Management Plan foridentification and mitigation of risks. The Risk Management Committee of the Boardprovides reasonable oversight of the risks.

At Board meeting held on 14th May 2021 Risk managementCommittee as required by SEBI (LODR) (Second Amendment) Regulations 2021 wasconstituted the composition of the same is as follow:

Mr.VipulP.Shah Chairman
Mr. Jayantilal D. Parmar Member
Mr. RahilV.Shah Member

Details of meetings held during the year are provided in detail in the"Report on Corporate Governance" a part of this Annual Report.

Particulars of Employees and Remuneration

The table containing the names and other particulars of employees inaccordance with the provisions of Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014- is appended asAnnexure C to the Board's report.

Other information required pursuant to Section 197 read with Rule 5 ofThe Companies (Appointment and Remuneration of Managerial Personnel) Rules 201A inrespect of employees of the Company will be provided upon request. In terms of Section136 of the Act the Report and Accounts are being sent to the Members and others entitledthereto excluding the information on employees' particulars which is available forinspection by the Members at the Registered Office of the Company during business hours onworking days of the Company up to the date of the ensuing Annual General Meeting. If anyMember is interested in obtaining a copy thereof such Member may write to the CompanySecretary in this regard.

Auditors

a. Statutory Auditors

M/s. Mahendra Doshi & Associates Chartered Accountants Mumbai(Firm Registration Number 105765W) will hold office until the conclusion of the ensuingAnnual General Meeting.

In accordance with the provisions of Section 139 and other applicableprovisions if any of the Companies Act 2013 ('the Act') and the Companies (Audit andAuditors) Rules 201 A as amended from time to time V. A. Parikh & Associates LLPChartered Accountants (Firm Registration Number 112787W/W100073) are proposed to beappointed as the statutory auditors of the Company fora period of first term of five yearscommencing from ensuing 28th Annual General Meeting until the conclusion of 33rtAnnual General Meeting for Financial Year 2026-27 to conduct the audit of the Accounts ofthe Company at such remuneration as may be mutually agreed upon between the Board ofDirectors of the Company and the Auditors.

The notes of the financial statements referred to in the Auditors'Report issued by M/s. Mahendra Doshi & Associates Chartered Accountants Mumbai forthe financial year ended on 31st March 2022 are self-explanatory and do notcall for any further comments. The Auditors' Report does not contain any qualificationreservation or adverse remark.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act 2013read with Rule 13 of Companies (Accounts) Rules 2016 the Board of Directors of yourCompany at its meeting held on May 16 2021 has appointed M/s V. L. Tikmani and Associateshaving Firm Registration No. 132583W to undertake the Interna l Audit of the Company forthe year ended March 312022.

c. Secretarial Auditors

Pursuant to provision of section 206 of the Companies Act 2013 andrules made thereunder the board has appointed M/s Yogesh D. Dabholkar & Co.Practicing Company Secretaries (C.P. No. 6752) to undertake the Secretarial Audit of theCompany for the year ended March 312022. The Secretarial Audit Report is annexed as Annexu re D and forms an integral part of this Report.

The responses of your Directors on the observations made by theSecretarial Auditor are as follows:- Response to point No. 1

As per Regulation 25(10) of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 Listed entity is required to undertake Directors andOfficers insurance for its Independent Directors. The Company is under discussion withvarious insurers for the same and will finalise and complete the formalities very soon.

Response to point No. 2

The status of Director Identification Number (DIN) of three directorson MCA portal (www.mca.gov.in) was deactivated in the year 2017- 18 due to default infiling of financial statements by a private limited company where they were directorshowever the status of DIN of those Directors stands activated since May 2018 afternecessary compliances. The Directors of the Company shall ensure the compliance of a litheapplicable provisions of the Act even in respect of their directorship in other Companiesin future.

Particulars of Loans Guarantees or Investments

Details of Loans Guarantees or Investments covered under theprovisions of Section 186 of the Companies Act 2013 form part of the notes to theFinancial Statement provided in this Annual Report.

Related PartyTransactions

All Related Party Transactions entered into during the financial yearwere on an arm's length basis and in the ordinary course of business. There are no material significant related party transaction made by the Company with Promoters Directors KeyManagerial Personnel or other designated persons and their relatives which may have apotential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committeefor approval. A statement of all Related Party Transactions is placed before the AuditCommittee for its review on a quarterly basis specifying the nature value and terms andconditions of the transactions.

The "Policy on materiality of and on dealing with related partytransactions" (as amended) as approved by the Board may be accessed on the Company'swebsiteatthe linkwww.asianstargroup.com.

The Directors draw attention of the members to note no. 33 to thestandalone financial statement which sets out related party disclosures.

Details of significant and material orders passed by theregulators/courts/tribunals impacting the going concern status and Company's operations infuture

No significant material order has been passed by the Regulators orCourts or Tribunals which would impact the going concern status of the Company and itsfuture operations.

Energy conservation Technology Absorption and Foreign ExchangeEarnings and Outgo Conservation of Energy

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 and Kerala.

Wind Energy

As a part of its social commitments and endeavorto carry out operationsin a more sustainable manner the Company has always been inclined to promote a cleanerand greener environment. The Company has been pursuing generation of energy from windpower through establishment of Wind Turbine Generators (WTGs) since 2006. The Company'swindmills are located in the state of Maharashtra and Kerala. During the year 2021-22 theCompany has generated 169.23 lacs kwh resulting in the sales of Rs. 688 lacs. During theyear the Company has sold its windmills located at Tamil Nadu as they were ageing andgeneration was depleting year on year.

Technology Absorption

The Directors are in constant touch with ongoing research in the worldto upgrade and absorb improved technology for better line of products and to yield betterquality cost reduction and worldwide acceptability of its range of products.

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 171181 lacs in foreign exchange byway ofexports dividend and commission and has spent Rs. 136177 lacs in foreign exchange forthe import of raw materials machinery & consumables foreign travel repairs andmaintenance. The Directorsare makingtheirbestendeavorstoearnforeign exchange.

The particulars in respect to conservation of energy technologyabsorption and foreign exchange earnings and outgo as required under section 136(3)(m) ofthe Companies Act read with the Companies (Accounts) Rules 2016 are appended as AnnexureE to this Report.

Directors' Responsibility Statement

As required under Section 136(5) of the Companies Act 2013 theDirectors hereby confirm that:

(i) In the preparation of the annual accounts the applicableaccounting standards have been followed along with proper explanation relating to materialdepartures if any.

(ii) They have selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profits of the Company for that period.

(iii) They 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) They have prepared the annual accounts on a 'Going Concern' basis.

(v) They have laid down internal financial controls to be followed bythe Company and that such internal financial controls are adequateand were operatingeffectively and

(vi) They have devised proper system to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

Internal Financial Controls

The Company has in place adequate internal financial controls withreference to the Financial Statements. The Audit Committee of the Board reviews theinternal control systems including internal financial control system the adequacy ofinternal audit function and significant internal audit findings with the managementInterna l Auditors and Statutory Auditors.

Risk Management

The Company operates in conditions where economic financial and otherrisks are inherent to its businesses. To overcome this and as per requirement of theapplicable provisions of the Listing Regulations (erstwhile Listing Agreement entered intowith the Stock Exchanges) Board has formed a Risk Management Policy to regulate the planfor the key risks faced by the Company. The Company has developed a very comprehensiveRisk Management Policy underwhich all key risks are identified and controlled. The same isreviewed periodically by senior management and a Iso by the Board.

The provisions of Regulation 21 of SEBI LODR became applicable andtherefore the Board of your Company at its meeting held on 1 A" May 2021constituted the Risk Management Committee consisting of Mr. Vipul P. Shah CEO &Managing Director Mr. Rahil V. Shah Director and Mr. Jayantilal D. Parmar IndependentDirector. The role of the committee inter alia includes formulation overseeing andimplementation of Risk Management Policy Business Continuity Plan and to ensure thatappropriate methodology processes and systems a re in place to monitor and evaluate risksassociated with the business of the Company.

Listing

The Equity Shares of the Company a re listed on Bombay Stock ExchangeLimited. The Company has pa id listing fees fort he year 2021-22.

Documents placed on the website:

The following documents have been placed on the website:www.asianstargroup.com in compliance 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 forMaking Payments to Non-Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) PolicyforDeterminingMaterialSubsidiaries

14) Policy on Preservation of Documentsand Archival Policy

15) Code for Fair Disclosure of UPSI.

16) Policy on Material Related Party Transaction

17) Policyon prohibition of InsiderTrading

18) Dividend Distribution policy.

Special Business

As regard the item of the Notice of the Annual General Meeting relatingto special business the resolution incorporated in the Notice and the ExplanatoryStatement relating thereto fully indicate the reasons for seeking the approval of membersto those proposal.

Your attention is drawn to that item and Explanatory Statement annexedto the Notice.

Finance

The Company is availing working capital requirements from consortium ofbankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its "Human Resources" as one of its mostimportant assets.

Your Company continuously invests in attraction retention anddevelopment of talent on an ongoing basis. Your Company thrust is on the promotion oftalent internally through job rotation and job enlargement.

Disclosure as per Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013

The Company has zero tolerance forsexualharassmentatworkplaceandhasadopteda policyon prevention prohibition and redressal of sexual harassment atworkplace in line with the provisions of Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the rules framed there under. AnInternal Complaints Committee has been set up to redress complaint if any receivedregarding sexual harassment.

During the financial year 2021-22 the Company has not received anycomplaint on sexual harassment.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical moral and legalbusiness conduct. The Company has adopted a Whistle Blower Policy wherein the employeescan approach the Chairman of Audit Committee and make protective disclosure aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct or ethics policy. The Policy provides for adequate safeguards againstvictimization of employees who avail of the mechanism and also provides for direct accessto the Chairman of the Audit Committee. It is affirmed that no personnel of the Companyhave been denied access to the Audit Committee. The Policy as approved by the Board andhas also been posted on the Company's websiteatwww.asianstargroup.com

Details in respect of frauds reported by auditors under sub-regulation(12) other than those which are reportable to the Central Government

There is no instance of fraud committed against the Company by itsofficers or employees the details of which would need to be mentioned in the Board'sreport.

Other Disclosures

• The Company has not initiated any proceedings nor any proceedingpending against the Company under the Insolvency and Bankruptcy Code 2016.

• Directors state that no disclosure or reporting is required withrespect to the following items as there were no transactions related to these items duringthe year under review:

• Issue of equity shares with differential rights as to dividendvoting or otherwise.

• Issueof sweatequityshares.

• Provision of money for purchase of its shares by employees or bytrustees for the benefit of the employees.

Cautionary Statement

This report conta ins forward-looking statements which maybe identifiedby their use of words like 'plans' 'expects' 'will' 'anticipates' 'believes''intends' 'projects' 'estimates' or other words of similar meaning. All statements thataddress expectations or projections about the future including but not limited tostatements about the company's strategy for growth product development market positionexpenditures and financial results are forward - looking statements. Forward - lookingstatements are based on certain assumptions and expectations of future events. The companycannot guarantee that these assumptions and expectations are accurate orwill be realized.

The Company's actual results performance or achievements could thusdiffer materially from those projected in any such forward - looking statements. Thecompany assumes no responsibility to publicly amend modify or revise any forward lookingstatements on the basis of any subsequent developments information orevents.

Appreciation

The Directors regret the loss of life due to COVID-19 pandemic and aredeeply grateful and have immense respect for every person who risked their life and safetyto fight this pandemic. The Directors place on record their appreciation forSeniorLeadership Team and all the employees of the Company for their efforts and contribution tothe Company's performance.

Your Directors wish to convey their gratitude and place on record theirappreciation for all the employees at all levels for their hard work solidaritycooperation and dedication during theyear.

Your Directors sincerely convey theirappreciation to shareholderscustomers vendors bankers business associates regulatory and government authoritiesfor their continued support.

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