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Asian Star Company Ltd.

BSE: 531847 Sector: Consumer
NSE: N.A. ISIN Code: INE194D01017
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NSE 05:30 | 01 Jan Asian Star Company Ltd
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VOLUME 1
52-Week high 882.00
52-Week low 610.00
P/E 26.14
Mkt Cap.(Rs cr) 1,294
Buy Price 808.00
Buy Qty 3.00
Sell Price 890.00
Sell Qty 15.00
OPEN 808.00
CLOSE 808.00
VOLUME 1
52-Week high 882.00
52-Week low 610.00
P/E 26.14
Mkt Cap.(Rs cr) 1,294
Buy Price 808.00
Buy Qty 3.00
Sell Price 890.00
Sell Qty 15.00

Asian Star Company Ltd. (ASIANSTARCO) - Director Report

Company director report

DIRECTORS' REPORT

Dear Members

Your Directors are pleased to present the Twenty-Fifth Annual Report on the Businessand Operations of your Company together with the Audited Statement of Accounts for theyear ended March 312019.

Financial Results

(Rs. in Crore)

PARTICULARS 2018-2019 2017-2018
Total Sales 2450.19 2808.94
Add : Other Income 8.08 10.95
Total Income 2458.27 2819.90
Less : Total Expenditure 2351.47 2712.13
Operating Profit (PBDIT) 106.81 107.76
Less : Interest and Depreciation 41.98 44.07
Profit before Exceptional Items and Tax 64.82 63.69
Exceptional Items - Income/(Loss) (3.47) (4.92)
Profit before tax 61.35 58.77
Provision for Tax 19.29 20.84
Provision for Deferred Tax 1.49 (3.63)
Profit after Tax 40.57 41.56
Other Comprehensive Income 0.13 (0.24)
Total Comprehensive Income 40.71 41.32

Financial Performance of the Company

The year 2018-19 was a challenging year for the industry and the Company. Your Companyhas achieved sales of Rs.2450.19 crores as against that of Rs.2808.94 crores in theprevious year. The Company has been focusing on maintaining the profitable and healthybusiness that has enabled it improve the profit margins which has increased from 1.48% inFY 2017-18 to 1.66% in FY 2018-19.

Scheme of Merger

The Scheme of Merger by Absorption (the "Scheme") for merger of Asian StarJewels Private Limited wholly owned subsidiary into Asian Star Company Limited with theappointed date as April 1 2017 was approved by Hon'ble National Company Law Tribunal byorder pronounced on 3rd September 2018. The financial statements have beenregrouped/rearranged to give effect of the merger w.e.f. 1.4.2017.

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:

There have been no material changes and commitments which affect the financialposition of the company which have occurred between the end of the financial year to whichthe financial statements relate and the date of this Report.

Dividend and Reserves

Your Directors are pleased to recommend a dividend of 15% i.e. Rs. 1.50 per EquityShare of Rs. 10/- each aggregating to Rs. 240.10 Lakhs for the financial year ended March31 2019 subject to the approval of the members on 27th September 2019. Duringthe year under review your Company proposes to transfer a sum of Rs. 2 Crore to theGeneral Reserve out of amount available for appropriations and rest of the profit is to beretained in the Profit and Loss Account.

Share Capital

During the year there is no change in share capital of the company.

The paid up capital of the Company as at March 312019 stood at Rs. 160068000/-

Deposits

Your Company has not accepted any deposits during the financial year under review.

Disclosures relating to Subsidiaries Associates and Joint Ventures

A. Performance of Subsidiary Companies Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. TheGross Revenue of the Company for F.Y 18-19 is US $ 181663218 as compared to US $173017763 (Previous Year). Profit for the year is US $ 10748576 as compared to US $10830758 (Previous Year).

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond trading and caters tothe USA market. Gross Revenue of the Company stood at US $ 26199749 for the year ascompared to US $ 27879426 (Previous Year). Net Profit after tax for the year is US $40481 as compared to US $ 68013 (Previous Year).

Asian Star Trading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross revenueof the Company stood at US $ 4176956 as compared to US $ 2592430 (Previous Year).Profit after tax is US $ 113854 as compared to US $ 102663 (Previous Year).

Associate Company Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross revenuefor Current year is Rs. 15925 Lacs as compared to Rs. 9036 Lacs (Previous Year). Profitafter tax Rs. 37.62 Lacs as compared to Rs. 25.19 Lacs (Previous year).

There has been no change in the nature of business of the subsidiaries.

B. Companies which have ceased to be subsidiary

Asian Star Jewels Private Limited wholly owned subsidiary has been merged into AsianStar Company Limited as per the scheme of merger approved by Hon'ble National Company LawTribunal by order pronounced on 3rd September 2018.

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 and the associate company is given in Annexure A

Consolidated financial statements

The Consolidated Financial Statements of the Company its subsidiaries and associatecompany are prepared in accordance with Indian Accounting Standards notified under theCompanies (Indian Accounting Standards) Rules 2015 (‘Ind AS') form part of theAnnual Report and are reflected in the Consolidated Financial Statements of the Company.

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto ‘Meetings of the Board of Directors' and ‘General Meetings' respectivelyhave been duly followed by the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report for the year under review as stipulatedunder Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 is presented in a separate section forming part of theAnnual Report.

Corporate Governance Report

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 agreementsof the Stock exchanges. A "Report on Corporate Governance" along with acertificate of compliance from the statutory auditors of the Company- Mahendra Doshi &Associates Chartered Accountants confirming compliance of conditions of CorporateGovernance as stipulated under Listing Regulations (erstwhile Listing Agreement enteredinto with the Stock Exchanges) forms an integral part of this Report

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT-9 as requiredunder section 92 (3) of the Companies Act 2013 and Rule 12 (1) of The Companies(Management and Administration) Rules 2014 is annexed as Annexure B and forms anintegral part of this Report.

Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with the IEPFAuthority (Accounting Audit Transfer and Refund) Rules 2016 ("the IEPFRules") all unpaid or unclaimed dividends are required to be transferred by theCompany to the IEPF established by Central Government of India after the completion ofseven years. According to this 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 and unpaid dividends of Rs.1820/-. Further 182 corresponding shares onwhich dividends were unclaimed for seven consecutive years were transferred as per therequirements of IEPF rules. The details are provided in the Shareholder InformationSection of this Annual Report and are also available on our website atwww.asianstargroup.com.

Board Diversity

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundsage ethnicity race and gender that will help us retain our competitive advantage. TheBoard Diversity Policy adopted by the Board sets out its approach to diversity. The policyis available on our website at www.asianstargroup.com.

Directors and Key Managerial Personnel A. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company:-

1. Mr. Dinesh T. Shah: Chairman and CFO

2. Mr. Vipul P Shah: CEO and Managing Director

3. Mrs. Sujata D. Nadgouda: Company Secretary (w.e.f 13th August 2018)

4. Mrs. Aparna Shinde: Company Secretary (upto 24th May 2018)

Inductions

Mr. Dinesh T. Shah holds the position of Chairman and CFO his term expired on 31stMarch 2019. He is appointed on the same designation by the Board of Directors. Hisappointment is subject to the approval of members in the ensuing Annual General Meeting ofthe Company.

Mrs. Sujata D. Nadgouda was appointed as Company Secretary KMP and Compliance Officereffective August 13 2018.

Resignations

Mrs. Aparna R. Shinde resigned as Company Secretary KMP and Compliance Officereffective May 25 2018.

B. Directors:

Reappointments

In accordance with provision of section 152 of the Companies Act 2013 and Articles ofAssociation of the Company Mr. Arvind T. Shah and Dharmesh D. Shah retires by rotation atthe forthcoming Annual General Meeting. Accordingly Mr. Arvind T. Shah and Dharmesh D.Shah based on their consent and eligibility are proposed for re-appointment. Theirre-appointment forms a part of the Notice of the ensuing Annual General Meeting.

Based on performance evaluation done by Board of Directors and recommendation ofNomination and Remuneration Committee appointment of Mrs. Neha Rajen Gada (DIN 01642373)as Independent Director whose term will expire on March 29 2020 and being eligible forappointment as an Independent Director of Company for second term of 5 (five) consecutiveyears i.e. up to March 29 2025 subject to the approval of Members at the ensuing AnnualGeneral Meeting.

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. Apurva Shah

3. Mr. Milind Gandhi

4. Mr. M. R. Nayak

5. Mrs. Neha Gada

6. Mr. Anand Gandhi

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 Regulation 16(1 )(b) of SEBI(Listing Obligations and Disclosure Requirements) Regulations 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.

Number of meetings of the Board

The Board met four times during the financial year as held on May 24 2018 August 132018 November 14 2018 and February 13 2019 the details of which are given in the"Report on Corporate Governance". The Company has complied with applicableSecretarial Standard issued by the Institute of Company Secretaries of India.

Policy on director's appointment and remuneration

The current policy is to have an appropriate mix of executive non-executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. As of March 312019 the Board had 12 members 5of whom are executive members 1 a non-executive and non-independent director and 6independent directors. 1 Independent director of the board is women.

The policy of the Company on directors' appointment and remuneration including thecriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) Section 178 of the Companies Act2013 is available on our website at www.asianstargroup.com

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

Committees of the Board

There are currently Six Committees of the Board as follows:

• Audit Committee

• Finance Committee

• Corporate Governance Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

Details of all the Committees along with their charters composition and meetings heldduring the year are provided in the "Report on Corporate Governance" a part ofthis Annual Report.

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

Pursuant to the provisions of the Act and the Listing Regulations the Board hascarried out an annual evaluation of its own performance performance of the Directors aswell 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 knowledge to perform the role timeand level of participation.

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 inductees aboutthe Company's strategy operations product and service offerings markets organizationstructure finance human resources technology quality facilities and risk management.In addition the Company also keeps the Independent Directors updated on the events anddevelopments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy which emphasising 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 terms of this Policy shallrelate to one or more activities listed in Schedule VII of the Companies Act 2013 atpresent or as may be amended from time to time. The CSR Committee comprises of Mr. ArvindT 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 medical aideradicating hunger and malnutrition promoting special education promoting educationfacilities for tribal children and rural development projects etc. The contributions inthis regard have been made to various registered trust which are undertaking theseschemes.

The Report on CSR activities is annexed herewith as: Annexure C.

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.

Auditors

a. Statutory Auditor

In accordance with the provisions of section 139(1) of the Companies Act 2013 and theRules made thereunder Mahendra Doshi & Associates Chartered Accountants (FirmRegistration Number 105765W) are the statutory auditors of the Company appointed in 23rdAnnual General Meeting held on 28th September 2017 until conclusion of 28th AnnualGeneral Meeting to be held in 2022. The requirement for the annual ratification ofauditors' appointment at the AGM has been omitted pursuant to Companies (Amendment) Act2017 notified on May 7 2018.

The Company has received confirmation from them to the effect that they are notdisqualified for holding the office of the Auditors.

b. Internal Auditor

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 at its meetingheld on May 22 2019 has appointed M/s V. L. Tikmani and Associates to undertake theInternal Audit of the Company for the year ended March 312020.

c. Secretarial Auditor

Pursuant to provision of section 204 of the Companies Act 2013 and rules madethereunder the board has appointed Messrs Yogesh D. Dabholkar & Co. PracticingCompany Secretaries (C.P.No. 6752) to undertake the Secretarial Audit of the Company forthe year ended March 31 2020. The Secretarial Audit Report is annexed as Annexure E andforms an integral part of this Report.

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

Asian Star considers social responsibility as an integral part of its businessactivities and endeavours to utilize allocable CSR budget for the benefit of society.Asian Star CSR initiatives are on the focus areas approved by the Board benefitting thecommunity. The Company is in the process of identifying the right charitable institutes tobe associated with which has vis-a-vis same purpose as that of company CSR Policy. Due tonon availability of viable projects during the year the Company's spend on the CSRactivities has been less than the limits prescribed under Companies Act 2013. The CSRactivities are scalable with few new initiatives that may be considered in future andmoving forward the Company will endeavour to spend the complete amount on CSR activitiesin accordance with the statutory requirements.

Response to point No. 2

The Company is law abiding entity and is endeavour to file all required forms andreturns with the Registrar in time. However there have been few delays which themanagement ensures to take care in future. The Management is hopeful and committed totheir level best to streamline the same in future.

Response to point No. 3

The Director's Identification Number (DIN) of some of the directors was deactivatedduring the year on account of non compliance of annual filing requirements in a privatelimited Company in which they are directors. The DIN of Directors was reactivated by theMinistry of Corporate Affairs after complying with the necessary provisions of the Act inrespect of the annual filing requirements. The Directors of the Company shall ensure thecompliance of all the applicable provisions of the Act even in respect of theirdirectorship in other Companies in future.

Internal Control System and their Adequacy with reference to 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.

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 Exchanges) & Companies Act 2013 (‘the Act'). There were nomaterially significant Related Party Transactions made by the Company during the year thatwould have required Shareholder 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

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.

Energy conservation Technology Absorption and Foreign Exchange Earnings and OutgoConservation 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.

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 2018-19 theCompany has generated 176.51 lacs kwh resulting in the sales of Rs. 603 lacs.

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. 155820 lacs in foreign exchange by way of exports dividendand commission and has spent Rs.108263 lacs in foreign exchange for the import of rawmaterials machinery & consumables foreign travel repairs and maintenance. TheDirectors are making their best endeavors to earn foreign exchange.

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) They have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitsof the Company for that period.

(iii) They have 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.

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

(v) They have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively and

(vi) They have devised proper system to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.

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 Exchanges) 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.

Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. TheCompany has paid listing fees for the year 2019-20.

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 for Preservation Of Documents And Archival Policy

15) Fair Disclosure of UPSI

16) Policy on Material RPT

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 the Notice.

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. An Internal ComplaintsCommittee has been set up to redress complaints received regarding sexual harassment.

During the financial year 2018-19 the Company has not received any complaint onsexual harassment.

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

Reporting of frauds by auditors

During the year under review the statutory auditor has not reported to the auditcommittee under Section 143(12) of the Companies Act 2013 any instances of fraudcommitted against the Company by its officers or employees the details of which wouldneed to be mentioned in the Board's report.

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. Allstatements that address expectations or projections about the future including but notlimited to statements about the company's strategy for growth product development marketposition expenditures and financial results are forward - looking statements. Forward -looking statements are based on certain assumptions and expectations of future events. Thecompany cannot guarantee that these assumptions and expectations are accurate or will berealized.

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.

Registered Office:
114-C Mittal Court Nariman Point For and on behalf of the Board
Mumbai - 400 021.
Dinesh T. Shah
Place : Mumbai Chairman & CFO
Dated : May 22 2019 DIN:00004685