Directors Report of Ashapura Minechem Ltd.

Mar 31, 2025

Your Directors'' are pleased to present the 44^th Annual Report of the Company together with the Audited Financial Statements (Standalone &
Consolidated) for the year ended 31^st March, 2025.

1. FINANCIAL RESULTS AND PERFORMANCE:

The Audited Financial Statements of your Company as on 31^st March, 2025, are prepared in accordance with the relevant applicable Indian Accounting
Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below:

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Net Sales / Income from Operations	37,151.60	33,314.41	273,893.41	265,380.61
Less: Total Expenditure	30,583.36	25,976.70	245,786.66	247,736.91
Profit /(Loss) from Operations before Dep., Other Income and Exceptional Items	6,568.24	7,337.71	28,106.75	17,643.67
Less: Depreciation	916.51	1,026.05	7,798.45	7,862.63
Profit /(Loss) from Operations before Other Income and Exceptional Items	5,651.73	6,311.66	20,308.30	9,781.07
Add: Other Income	1,516.48	1,338.29	7,488.93	6,181.85
Profit/(Loss) before Exceptional Items, share of net profit of investments accounted for using the equity method and Tax	7,168.21	7,649.95	27,797.23	15,962.92
Share of net profit of Joint Ventures & associates accounted for using the equity method	-	-	2,649.63	5,061.07
Profit/(Loss) before exceptional items	7,168.21	7,649.95	30,446.86	21,023.99
Add: Exceptional Items	-	7,454.84	-	9,843.44
Profit /(Loss) before tax	7,168.21	15,104.79	30,446.86	30,867.43
Tax Expenses
Current Tax	-	-	3,376.30	3,805.35
Earlier Year''s Tax	(23.31)	-	(626.00)	94.72
Deferred Tax	(1,263.84)	(1,540.69)	(1,210.73)	(1,202.54)
Profit/(Loss) after tax	8,455.36	16,645.48	28,907.29	28,169.90
Profit attributable to non-controlling interest	-	-	(673.97)	(530.43)
Profit/(Loss) for the year	8,455.36	16,645.48	28,907.29	28,169.90

PERFORMANCE OF THE COMPANY & FUTURE OUTLOOK:

At Standalone level, the Income from Operations and other income stood at Rs. 38,668 lakhs while total expenses amounted to Rs. 31,500 lakhs which
resulted into Net Profit of Rs. 8,455 lakhs.

At Consolidated level, the Income from Operations and other income stood at Rs. 281,382 Lakhs while total expenses stood at Rs. 253,585 Lakhs
which resulted into a Consolidated Net profit of Rs. 28,907 Lakhs. As compared to FY 2023-24, the Company''s Consolidated Total income in FY 2024¬
25 increased by 3.62%, while Operational profit after tax (without exceptional income) rose by 44.82%.

Your Company continued its focus on enhancing operational efficiencies, expanding global outreach and fostering long-term sustainability.

The operations of your Company encompass a wide array of minerals including Bauxite, Bentonite, Kaolin, Bleaching Clay, Silica and Iron Ore. The
Company''s strategic resource base is spread across India as well as internationally.

The year under review witnessed robust performance from your Company''s Bauxite business in Guinea. With all three captive ports in Guinea—most
notably the newly commissioned ABB Boffa Port—now fully operational, Ashapura significantly augmented its export capabilities. These infrastructure
developments have enabled cost efficiencies and enhanced the reliability of global supply chains.

Guinea has emerged as a key pillar of Ashapura''s global growth, with strong demand dynamics driven by the Aluminium sector''s clean energy
transition. The Company also entered into a long-term strategic arrangement with China Railway, a Global Fortune 500 company, for mining and
logistics operations, further strengthening its ability to scale Bauxite exports.

Domestically, all core business segments viz. Bentonite, Kaolin and Bleaching Clay—delivered consistent growth. The Indian operations witnessed
record volumes and revenues during the year and capacity expansion initiatives are underway to cater to rising domestic and international demand.

Your Company remains committed to strategic diversification, with active evaluations underway to expand into ceramic raw materials and new
geographies within India. Furthermore, the Company is exploring technical and financial collaborations with reputed industry players to scale its
Kaolin, Silica, and Quartz businesses.

The Board has recommended a 50% dividend for FY 2024-25, reflecting the Company''s strong financial performance and commitment to delivering
value to its shareholders.

With a future-forward outlook, your Company continues to focus on innovation, sustainability and global partnerships, cementing its position as a
trusted and diversified mineral solutions provider.

2. SIGNIFICANT EVENTS DURING THE FY 2024-25 AND TILL THE DATE OF REPORT:

A. ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF WARRANTS TO MANAN SHAH M/S ASHAPURA INDUSTRIAL FINANCE
LIMITED:

The Company had issued warrants to M/s Ashapura Industrial Finance Limited and Shri Manan Shah, Promoter Group Members, on preferential
basis. Accordingly, the Special Resolution was passed through Postal Ballot on 1^st February, 2023. The said warrants were issued with an option
to convert it into equity. M/s Ashapura Industrial Finance Limited and Shri Manan Shah had applied for the conversion of its warrants into equity
shares. Consequently, the Board of Directors in its meeting held on 13^th August, 2024 approved the allotment of 40,40,000 shares of Rs. 2/- each
at an issue price of Rs. 95.96/- per share to M/s Ashapura Industrial Finance Limited and Shri Manan Shah.

Pursuant to such allotment of equity shares, the paid-up share capital of the Company had increased to Rs.19,10,52,1 96/- comprising of
9,55,26,098 equity shares of Rs. 2/- each. Also subsequent to that allotment, the shareholding of the promoter and promoter group was
increased to 47.70% of the enhanced paid-up share capital of the company.

B. INCORPORATION OF A WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

During the year, the Company at its Meeting held on 13^th August 2024 approved 100% subscription to incorporate a Wholly owned Subsidiary
of the Company namely "AQ Minerals Private Limited" subject to the approval of ROC-Mumbai. Accordingly, AQ Minerals Private Limited was
incorporated on 04^th September, 2024 as Wholly Owned Subsidiary of the Company. The said Company was incorporated to leverage the growth
opportunities in the mining industry and to help the Company in becoming more agile.

3. DIVIDEND:

Your Director''s are pleased to recommend a final Dividend @ 50% per equity share of face value of Rs. 2/- each for the year ended 31^st March, 2025.
The Dividend for the Financial Year ended 31^st March, 2025 amounts to Re. 1 per share of face value of Rs. 2/- each. The final Dividend, subject to the
approval of Members at the Annual General Meeting on 24^th September 2025, will be paid after 24^th September, 2025. The dividend for the Financial
Year will absorb Rs.955 Lakhs.

Income Tax Act, 1961, ("the IT Act") as amended by the Finance Act, 2020, mandates that dividends paid or distributed by a Company after April 01,
2020 shall be taxable in the hands of members hence the Dividend Payout will be exclusive of dividend distribution tax. The dividend, subject to its
declaration, will be distributed to shareholders whose names appear on the Register of Members on 17^th September, 2025 (Wednesday).

The Company has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is uploaded on the website of
the Company at https://www.ashapura.com/investor-corner.php.

4. TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

5. IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit,
Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be
transferred to the Investor Education and Protection Fund administered by the Central Government. In this regard, there are no amounts which are
required to be transferred to the Investor Education and Protection Fund by your Company, in accordance with the above provisions.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31^st March, 2025 was Rs. 1,910.52 lakhs.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31^st March,
2025 are as mentioned below:

Name	No. of Shares	% of Holdings
Shri Chetan Shah	1,36,38,814	14.28
Smt. Himani Shah	1,42,980	0.15
Shri Hemul Shah	1007	0.0011

7. DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisions of ''Chapter V - Acceptance of Deposits by Companies'' of
the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31^st March 2025 is as below.

Sr. No.	Name of Director	Designation	DIN
1	Shri Chetan Shah	Executive Chairman	00018960
2	Shri Hemul Shah	Executive Director & CEO	00058558
3	Smt. Himani Shah	Non-Executive Director	02467277
4	Shri Pundarik Sanyal	Non-Executive, Independent Director	01773295
5	Shri Dipak Vora	Non-Executive, Independent Director	00317106
6	Smt. Neeta Shah	Non-Executive, Independent Director	07134947

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Smt. Himani Shah (DIN-
02467277), retires by rotation at the ensuing Annual General Meeting and being eligible has offered herself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual
General Meeting wherever required.

b) Declaration by Independent Directors:

• The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence

as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as
regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The same
shall be available for inspection upon request by Shareholders.

• The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Resignation of Smt. Neeta Shah as Non-Executive, Independent Director:

After the year under review, Smt. Neeta Shah tendered her resignation as an Independent Director from the Board of the Company w.e.f. 12^th August,
2025 due to other professional commitments and responsibilities. She also confirmed that there was no material reason for her resignation other than
the above. The Board places on record its sincere appreciation for the valueable contribution rendered by her during her tenure.

d) Appointment of Smt. Surekha Sathe as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 30^th May, 2025, appointed Smt.
Surekha Sathe (DIN- 11109425) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the
approval of the Shareholders of the Company.

Further, her appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 31^st July, 2025 and the
result of the same was duly declared on the same day itself.

e) Appointment of Shri Dipak Vora as Non-Executive, Independent Director:

The Board of Directors, on the recommendation of Nomination and Remuneration Committee, at its meeting held on 23^rd January, 2025, appointed
Shri Dipak Vora (DIN- 00317106) as an Additional Director in the capacity of Independent Director for a term of five consecutive years, subject to the
approval of the Shareholders of the Company.

Further, his appointment was duly approved by the shareholders by passing a Special Resolution by way of Postal Ballot on 16^th April, 2025 and the
result of the same was duly declared on the same day itself.

f) Tenure of Shri Pannkaj Ghadiali and Smt. Ruchi Pandya:

During the year under review, Shri Pannkaj Ghadiali and Smt. Ruchi Pandya, were appointed as Additional Directors in the capacity of Independent
Directors w.e.f. 08^th October, 2024. However, they resigned with effect from 7^th November, 2024 and 15^th October, 2024, respectively. The same was
duly intimated to the Stock Exchanges in compliance with Listing Regulations.

Shri Pannkaj Ghadiali resigned due to a series of overseas professional assignments that were going to require his full attention and frequent travel
outside the country that may not allow him to do justice on the Company''s Board. Smt. Ruchi Pandya, on the other hand, resigned due to serious health
concerns. They also confirmed that there was no material reason for their resignation other than the above.

g) Completion of second term of Shri Harish Motiwalla as Independent Directors:

During the year under review, the second term of Shri Harish Motiwalla as Independent Director ended on 24^th September, 2024 and accordingly,
he vacated his office. The Board places on record its sincere appreciation for the valuable services and guidance rendered by him during his
tenure

h) Board''s opinion regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed
during the year:

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess
core skills/expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company''s
business(es) and sector(s) for the Company to function effectively.

i) Appointment of Key Managerial Personnel (KMP):

a. From the date of appointment of Shri Chetan Shah as an Executive Chairman w.e.f. 24^th October, 2019, he is forthwith considered as a Key
Managerial Personnel (KMP) of the Company.

b. From the date of appointment of Shri Hemul Shah as an Executive Director & CEO w.e.f. 16^th February, 2020, he is forthwith considered as a KMP
of the Company.

c. In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Shri Ashish Desai as Group CFO and Shri Sachin Polke,
Company Secretary & President (Corporate Affairs), are recognized as the KMP of the Company.

d. In addition, the following Executive(s) of your Company have been recognized as whole-time Key Managerial Personnel to perform such duties/
functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of
Directors and/or its committee from time to time:

Shri Sandeep Deshpande - Group Head Human Resources & Administration

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

a. Business Performance & overview of principal Subsidiaries & Joint Venture Companies:

Ashapura International Limited (AIL):

The Company reported total revenue of Rs. 62,994 lakhs in FY 2024-25 with profit of Rs. 5,280 lakhs. Notably, the Company has achieved a sales
turnover exceeding Rs. 500 crores for the fourth consecutive year, despite global geo-political challenges and their resulting impact. The growing
demand for the Company''s products is driven by the surge in infrastructure development within India, increased automotive production, growth in the
power and cement sectors and the rising need for iron and steel in residential and commercial construction in addition to the diversified and intense
marketing efforts taken to expand our footprints.

While the FY 2025-26 outlook remains uncertain due to global geopolitical tensions, commodity and currency volatility and freight market fluctuations,
the Company will continue investing in value-added products, bentonite grinding capacity and speciality plant development. Completion of ongoing
brownfield and greenfield projects is expected to strengthen both revenue and profitability with continued growth in domestic and international
markets.

During the year under review, the Company invested in M/s Arkati Renewalble LLP representing 26% share in the total contribution of the said LLP for
the installation of 9 MW capacity solar power plant under the Solar PPA Group Captive Model. The objective of the said LLP is generation, sale and
distribution of solar, wind and other renewable power, along with related activities and services.

During the year under review, the Company acquired 59,00,000 equity shares (representing 4.93% of the paid-up capital) of M/s Orient Ceratech
Limited (OCL), an Associate Company, from M/s Bombay Minerals Limited, a fellow subsidiary. Consequently, the Company became a Promoter Group
member of M/s Orient Ceratech Limited.

Bombay Minerals Limited (BML):

The Company''s revenue in FY 2024-25 stood at Rs. 3,880 lakhs and those total expenses stood at Rs. 3,865 lakhs which resulted in the Profit After
Tax of Rs. 14 Lakhs.

During the year under review, the Company diluted its holding in M/s Orient Ceratech Limited (OCL) (representing 4.93% of the paid-up capital) by
transferring 59,00,000 Equity Shares to M/s Ashapura International Limited (AIL), its fellow subsidiary. Post this transaction, the shareholding of BML
stood at 3,20,99,953 equity shares representing 26.83% of the paid-up share capital in OCL. However, it continues to retain its position as one of the
Promoters of OCL.

Ashapura Perfoclay Ltd. (APL):

The Company''s total revenue in FY 2024-25 stood at Rs. 41,810 Lakhs while total expenses stood at Rs. 36,170 lakhs which resulted into Profit After
Tax of Rs. 4,121 lakhs. During the year under review, Company''s revenue from operations were up by 12%.

The outlook for the next year remains mixed - positive on account of an expanding customer base and entry into new geographies, yet uncertain due
to global geopolitical tensions, commodity and currency volatility and fluctuations in the freight market. The Company will drive growth through value-
added products, process optimization and debottlenecking initiatives aimed at enhancing production, with medium-term plans for capacity expansion.
The company also plans to explore avenues in the adsorbent markets to increase its product offering to existing and new industry.

During the year under review, the Company invested in M/s. Arkati Urja LLP representing 26% share in the total contribution of the said LLP for
the installation of 9 MW capacity solar power plant under the Solar PPA Group Captive Model. The objective of the said LLP is generation, sale and
distribution of solar, wind and other renewable power, along with related activities and services.

Other Subsidiaries:

The details regarding other subsidiaries including overseas subsidiaries and joint ventures of the Company have been provided in the AOC 1 attached
to this Annual Report of FY 2024-25.

During the year under review, the

b. Companies which have become and ceased to be subsidiary, associate and/or joint venture:

During the year under review, AQ Minerals Private Limited was incorporated as an wholly owned subsidiary of the Company on 04^th September,
2024.

Further, Ashapura Holdings Fareast Pte Ltd. (Singapore), step down subsidiary of the Company, has not been operational and accordingly the
Management has initiated the process of voluntary liquidation.

c. Material Subsidiaries:

As required under Regulations 16(1)(c) and 46 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing
Regulations), the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on
the Company''s website at https://www.ashapura.com/codepolicy.php.

10. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries
& associates, have been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to
the provisions of the said section, a statement containing salient features of the Financial Statements of the Company''s subsidiaries and associate
companies (in Form AOC-1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial Statements, Financial
Statements of subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company at
https://www.ashapura.com/financial-highlights.php.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED
BETWEEN 31^st MARCH, 2025 AND 12^th AUGUST 2025 (DATE OF THE REPORT):

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between
the end of the current financial year and the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATORS / COURTS / TRIBUNALS:

A. Subsequent to the Financial Year under review, the Company received an order on 7^th July, 2025 from the Deputy Commissioner of Income Tax

(DCIT) pertaining to AY 2019-20. Pursuant to the directions of the Income Tax Appellate Tribunal (ITAT), Mumbai, the Assessing Officer, after

verification of documents, concluded that the earlier adjustment made by CPC under section 143(1)(a) amounting to Rs. 259.20 crores was not
in accordance with provisions of law.

Consequently, the Company''s total income was computed as Nil and that the business as well as depreciation losses of Rs. 259.20 crores have
been restored back. These losses are now available for set-off against future profits. Further, the Company has settled all other pending direct tax
litigations under the "Vivaad Se Vishwas 2024" scheme, and as on date, stands free from any income tax related litigations.

B. During the year, the Special CBI Court, by its order dated 26^th October, 2024 had found Mallikarjun Shipping Pvt. Ltd., two other individuals,
Ashapura Minechem Ltd. along with its chairman guilty u/s 120-B, 420 and 379 of IPC for which the Hon''ble High Court of Karnataka, Bengaluru
granted bail, subject to certain conditions:

i. The appellants shall deposit 25% of the fine amount that covers them, within six weeks from 14-11-2024, before the trial Court,

ii. A bond for Rs. 1,00,000/- each is executed with the requisite sureties.

The conditions have been duly executed and accordingly the said sentence stands suspended, pending disposal of the appeal.

C. M/s Cargill International Trading PTE Limited (Cargill) filed a Petition for the enforcement of the Foreign Arbitration Award amounting to Rupees
Forty-Nine Crore Seventy-One Lakh (approx.) dated 28th May, 2010 in SIAC Arbitration No.014/2009 in the arbitration proceedings conducted at
Singapore by a learned Arbitrator with the Singapore International Arbitration Centre (SIAC) against the Company. The High Court of Karnataka
at Bengaluru vide its order dated 19^th December, 2023 rejected the Company''s objections to the enforcement of the Foreign Award under
Sections 48[1][b], 48[1] [c] and 48[2] of the Arbitration and Conciliation Act, 1996 in the matter of Cargill.

Company then filed a Special Leave Petition (SLP(C) No. 005143 - 005144 / 2024) before the Hon''ble Supreme Court, challenging the Karnataka
High Court''s order dated 19^th December, 2023. Vide an order dated 15^th March, 2024, the Hon''ble Supreme court directed to issue notice to
Cargill subject to Company''s depositing an amount of Rs.15 crores within a period of four weeks. Accordingly, the Company has complied with
the said order of the Hon''ble Supreme court and now, the matter is pending for hearing. Also, on 16^th July, 2024, the Hon''ble Supreme court
passed an order that the proceedings before the Executing Court [High Court of Karnataka] under APEFA No. 2/2020 may continue but final
order shall not be passed till disposal of the said Special Leave Petition.

On 23^rd April, 2025 the Hon''ble Supreme court granted leave and the SLP was admitted. Further, the SLP was converted into regular Civil Appeal
bearing No. C.A. No. 005816 - 005817/2025 Registered on 2^nd May, 2025.

Other than as stated above, no significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status
and Company''s operations in future. Details of minor delays in reporting to the Stock Exchanges and fine paid by the Company forms part of the
Report on Corporate Governance.

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of Six Directors as on 31^st March, 2025. During the year, 7 meetings of the Board of Directors were held. The
details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than one hundred and twenty days.

14. COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of
this Annual report.

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon,
the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating
to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company
for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this
Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

were operating effectively;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014 is set out in "Annexure - A" to this Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required to be given under rule
5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the
Company and others entitled thereto. The aforesaid statement is available for inspection of members at the registered office of the Company during
working hours up to the date of Annual General Meeting and shall be made available to any shareholder on request. Members seeking to inspect such
documents can send an email to [e-mail].

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the
Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5 & 6).

18. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:

a) Nomination & Remuneration Policy:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the recommendations of the
Nomination & Remuneration Committee, adopted a Policy for selection and appointment of Directors, Key Managerial Personnel & Senior Management
and for determining their remunerations, qualifications, positive attributes and independence of Directors. The policy also ensures that the relationship
of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www.ashapura.com/investor-corner.php. The details about
the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which
forms part of this Annual Report.

b) Performance Evaluation Policy and Annual Performance Evaluation:

The Board of Directors adopted the performance evaluation policy with an objective of evaluating the performance of the each and every Director of the
Board, Committees of the Board including the performance of the Board as a whole, which would contribute significantly to performance improvements
at all the three levels i.e. the organizational, the board and the individual director level, which in turn would help in increased accountability, better
decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy of the Company, the Board of
Directors, in consultation with the Nomination & Remuneration Committee and Independent Directors, carried out & analysed the annual performance
evaluation of all the Directors, the Board as a whole and its committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance note issued by SEBI.
The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated.
The evaluation was based on the criteria such as Director''s knowledge and understanding of their role, Company''s vision and mission, Director''s
commitment, qualification, skill and experience, assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board, matters
addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and
external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of
reference, Committee composition, Independence, contributions to Board''s decisions etc.

Further, the performance of Chairman & Executive Director was evaluated on certain additional parameters depending upon their roles and
responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management, development of plans and policies
in alignment with the vision and mission of the Company etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and
efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation etc.

The Independent Directors had met separately on 12^th March, 2025 and discussed, inter-alia, the performance of the Non-Independent Directors of
the Company and the Board as a whole.

The Board evaluation report on performance of each individual Director and the Board as a whole was placed before the Board of Directors for
appropriate analysis and confirmation. Based on the annual performance evaluation, the Board expressed its satisfaction with the performance
evaluation process.

c) Corporate Social Responsibility Policy:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 and Schedule VII of the
Companies Act, 2013. The CSR Policy lays down the guiding principles for social welfare programs/projects for the benefit of different segments
of the society, especially the deprived, under-privileged and differently abled persons. The Policy is available on the website of the Company viz.
https://www.ashapura.com/codepolicy.php. The Composition of the CSR Committee is given in the Report on Corporate Governance.

Further, a detailed report on the CSR activities inter-alia disclosing the composition of CSR Committee and CSR activities is attached as "Annexure-D"

d) Vigil Mechanism - Whistle Blower Policy:

The Company has vigil mechanism named a Whistle Blower Policy, in compliance with the provisions of Section 177 of the Companies Act, 2013 and
Listing Regulations, wherein the employees/directors can report the instances of unethical behaviour, actual or suspected fraud, mismanagement or
any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to
a genuine Whistle.

The said Policy is available on the website of the Company viz._ https://www.ashapura.com/codepolicy.php. During the year under review, no complaint
has been received under the Whistle Blower Policy (Vigil Mechanism).

e) Risk Management Policy:

A well-defined risk-management framework is integral to our business strategy. Company has an independent and dedicated Risk Management
Committee to identify, manage and mitigate business risks. The team has a risk Management policy and processes for risk evaluation and measurement,
whereas business units focus on developing and implementing mitigation measures, while taking controlled risks. Specific risk approaches are in
place for financial and non-financial businesses. Risk management, internal controls and assurance processes are embedded into all activities of
the Company. The Policy is available on the website of the Company viz. https://www.ashapura.com/codepolicy.php. The Composition of the Risk
Management Committee is given in the Report on Corporate Governance.

f) Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of
sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013 and the rules framed thereunder and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat
each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability,
economic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regard, provides a forum to employees to lodge Complaints, if any, therewith for
appropriate redressal.

Details of complaints received during the year under review under POSH Act are as under:

a. number of complaints of sexual harassment received during the financial year: NIL

b. number of complaints disposed of during the financial year: NIL

c. number of complaints pending as on end of the financial year: NIL

d. number of complaints pending for more than ninety days: NIL

The said Policy is available on the website of the Company viz. https://www.ashapura.com/codepolicy.php.

g) Related Party Transactions Policy:

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place the Policy on Related Party
Transactions and the same is uploaded on Company''s website at https://www.ashapura.com/codepolicy.php. This policy deals with the review and
approval of related party transactions.

All transactions with related parties are approved by the Audit Committee prior to entering into any kind of transactions. The Audit Committee and
the Board of Directors, laid down the criteria for granting omnibus approval for transactions which are repetitive in nature and entered in the ordinary
course of business and at an arm''s length basis which also forms part of the Policy. The said omnibus approval is granted for one financial year at a
time. Moreover, to monitor due compliance, all related party transactions are placed before the Audit Committee & the Board on a quarterly basis,
specifying the nature, value and terms & conditions of the transactions for their review and confirmation.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Company''s website.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the
Companies Act, 2013, were on arm''s length basis and in the ordinary course of business. Further, the disclosure of material related party transactions
as required under the Companies Act, 2013, in Form AOC-2 has been attached as "Annexure-E" to this report.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 40A)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and
Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition, meeting, etc. has been
provided in the Report on Corporate Governance, which forms part of this Annual Report.

21. AUDITORS AND AUDITORS'' REPORT:

A. Statutory Auditors:

M/s. P A R K & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General
Meeting to be held in the year 2027. M/s. P A R K & Co., have confirmed their eligibility and qualification required under Section 139, 141 and other
applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for
the time being in force).

The Auditors'' Report for the financial year ended 31^st March, 2025 on the financial statements (Standalone & Consolidated) of the Company forms
part of this Annual Report.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. There are no qualifications or reservations or adverse
remarks given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s S. S. Puranik and Associates, Cost Accountants were appointed as the Cost
Auditors of the Company to conduct audit of the Company''s Cost Accounting Records in respect of the products of the Company for the financial year
2025-26 at the remuneration of Rs. 1,62,565/- per annum plus Goods and Service Tax (GST) and out of-pocket expenses .

Your Company has received consent from M/s S. S. Puranik and Associates , to act as the Cost Auditors of your Company for the Financial Year
2025-26 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of
the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder.
The Cost Audit Report for the Financial Year 2023-24 was filed with the Ministry of Corporate Affairs on 11-09-2024.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the
Secretarial Audit of the Company for the Financial Year ended 31^st March, 2025.

The Secretarial Audit Report in Form No.: MR - 3 for the Financial Year ended 31^st March, 2025 is annexed with this report as "Annexure - B".

There are no qualifications or reservations or adverse remarks given by Secretarial Auditors of the Company and therefore do not call for any
comments under Section 134 of the Act.

Company''s Reply to the Secretarial Auditor''s Observations:

"With respect to the Secretarial Auditor''s observation on non-filing of e-Form DIR-12 for appointment/resignation of certain Directors, the Board
clarifies that repeated attempts were made to file the forms on the MCA portal, but the filing could not be completed due to persistent technical
glitches pertaining to the digital signatures of the outgoing Directors. Nevertheless, requisite disclosures were duly filed with the Stock Exchanges within
prescribed timelines. The Company affirms that there was no malafide intention and all efforts were made to ensure compliance ."

Pursuant to the amended provisions of Regulation 24A of the SEBI Listing Regulations and Section 204 of the Act, read with Rule 9 of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, on the recommendation of the Audit Committee, the Board of Directors of your
Company has appointed Shri Virendra Bhatt, Practicing Company Secretary (ACS No. 1157/COP No. 124, Peer Review Certificate No. 6489/2025)
as Secretarial Auditor of the Company for term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to the approval of the
Members. The Board has recommended his appointment for approval of the Members at the ensuing Annual General Meeting (AGM).

22. FRAUDS REPORTED BY AUDITOR:

During the year under review, no instance of fraud in the Company was reported by the Auditors.

23. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews
the adequacy and effectiveness of Internal Control System. The Company continues to improve the present internal control systems by implementation
of appropriate policy and processes evaluated based on the recommendation of Internal Auditors.

The Company had appointed M/s. Atul HMV & Associates LLP Chartered Accountants as its Internal Auditors for Financial Year 2024-25 which carried
out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company
periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the
Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on
a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened
in all the areas of operations.

Besides this, the Company has also implemented ''SAP'' Systems, an advanced IT business solution platform, to achieve standardized operations that
ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in
line with the best global practices.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

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

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the
Companies Act, 2013, are provided in "Annexure - C" to this Report.

26. EXTRACT OF ANNUAL RETURN:

Further, in accordance with the provisions of Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company is available on its
website at www.ashapura.com/investor-corner.php

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ''Corporate Governance'' along with the Certificate from M/s. P A R K & Co., Chartered Accountants regarding its compliance and
''Management Discussion and Analysis'' Report as stipulated under Regulation 34 of the Listing Regulations are set out separately which forms part of
this Report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2025 as stipulated under Regulation 34 of the SEBI Listing
Regulations is set out separately which forms part of this Report.

29. NO APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE
YEAR UNDER REVIEW.

30. THERE WERE NO ONE-TIME SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS DURING THE YEAR UNDER REVIEW.

31. THE COMPANY HAS COMPLIED WITH THE PROVISIONS OF MATERNITY BENEFIT ACT, 1961 DURING THE YEAR UNDER REVIEW.

32. ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees,
investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their
confidence in its management during the year under review and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- Sd/-

CHETAN SHAH HEMUL SHAH

EXECUTIVE CHAIRMAN EXECUTIVE DIRECTOR & CEO
(DIN: 00018960) (DIN: 00058558)

Place: Mumbai
Date: 12^th August, 2025

E. & O.E. are regretted

---

Mar 31, 2024

Your Directors'' are pleased to present the 43rd Annual Report of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31st March, 2024.

1. FINANCIAL RESULTS AND PERFORMANCE:

The Audited Financial Statements of your Company as on 31st March, 2024, are prepared in accordance with the relevant applicable Indian Accounting Standards ("Ind AS") and Regulation 33 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations") and the provisions of the Companies Act, 2013 ("Act").

The summarized financial highlight is depicted below: (Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Net Sales / Income from Operations	33,314.41	22,269.17	265,380.61	183,084.84
Less: Total Expenditure	25,976.70	25,314.58	247,736.91	172,260.24
Profit /(Loss) from Operations before Dep., Other Income and Exceptional Items	7,337.71	(3,045.41)	17,643.67	10,824.60
Less: Depreciation	1,026.05	1,538.35	7,862.63	7,256.36
Profit /(Loss) from Operations before Other Income and Exceptional Items	6,311.66	(4,583.76)	9,781.07	3568.24
Add: Other Income	1,338.29	4,001.41	6,181.85	8,612.37
Profit/(Loss) before Exceptional Items, share of net profit of investments accounted for using the equity method and Tax	7,649.95	(582.35)	15,962.92	12,180.61
Share of net profit of Joint Ventures & associates accounted for using the equity method	-	-	5,061.07	1,765.61
Profit/(Loss) before exceptional items	7,649.95	(582.35)	21,023.99	13,946.22
Add: Exceptional Items	7,454.84		9,843.44	-
Profit /(Loss) before tax	15,104.79	(582.35)	30,867.43	13,946.22
Tax Expenses
Current Tax	-	-	3,805.35	2,385.53
Earlier Year''s Tax	-	118.77	94.72	578.02
Deferred Tax	(1,540.69)	-	(1202.54)	9.32
Profit/(Loss) after tax	16,645.48	(701.12)	28,169.90	10,973.35
Profit attributable to non-controlling interest	-	-	(530.43)	(727.29)
Profit/(Loss) for the year	16,645.48	(701.12)	28,169.90	10,973.35

a) Performance of the company & Future Outlook:

At Standalone level, the Income from Operations and other income stood at Rs.34,653 lakhs while total expenses amounted to Rs. 27,003 lakhs which resulted into Net Profit of Rs. 16,645 lakhs.

At Consolidated level, the Income from Operations and other income stood at Rs. 2,71,562 Lakhs while total expenses stood at Rs. 2,55,600 Lakhs which resulted into a Consolidated Net profit of Rs. 28,170 Lakhs. As compared to FY 2022-23, the Company''s Consolidated revenues in FY 2023-24 increased by 41.66%, while profit after tax rose by 156.72%.

In FY 2023-24, your Company has successfully scaled up its Bauxite sales from Guinea by overcoming challenges such as an explosion at the country''s main tanker terminal and streamlining of new norms by the Government of Guinea for exports. All other business segments including Bentonite, Kaolin and Bleaching Clay have performed well, contributing to higher revenues and profits for FY 2023-24.

During the financial year, Ashapura Holdings (UAE) FZE (a step-down subsidiary) concluded & signed 2 contracts for the supply of Bauxite from Guinea and Ashapura Guinea Resources SARL (a step-down subsidiary) concluded & signed a contract for the supply of Iron Ore from Guinea. These contracts offer the opportunity to set-aside a part of its production from Guinea towards stable long-term commitments. Your Company has completed the construction of its new port in Boffa in Guinea and expects to significantly boost its bauxite export volumes in FY 2024-25. With an existing facility in Guinea, the Company is well positioned to capitalize on the emerging opportunities globally.

Your Company anticipates growth in its bauxite and bentonite sectors, with strong demand from China serving as a positive indicator. Additionally, the rising demand for aluminum, particularly driven by the EV industry, is favorable for bauxite miners, given its critical role in aluminum production. Company is also considering an expansion of its Kaolin, Silica & Quartz businesses via technical and financial tie-ups with reputed European majors. It is evaluating the expansion of its resource base beyond the State of Gujarat in India, primarily in ceramic raw materials.

2. SIGNIFICANT EVENTS DURING THE FY 2023-24 AND TILL THE DATE OF REPORT:A) ALLOTMENT OF EQUITY SHARES UPON CONVERSION OF WARRANTS TO MANAN SHAH & M/S ASHAPURA INDUSTRIAL FINANCE LIMITED:

The Company had issued warrants to M/s Ashapura Industrial Finance Limited and Shri Manan Shah, Promoter Group Members, on preferential basis, Accordingly, the Special Resolution was passed through Postal Ballot on 1^st February, 2023. The said warrants were issued with an option to convert it into equity. M/s Ashapura Industrial Finance Limited and Shri Manan Shah had applied for the conversion of its warrants into equity shares. Consequently, the Board of Directors in its meeting held on 13^th August, 2024 approved the allotment of 40,40,000 shares of Rs. 2/- each at an issue price of Rs. 95.96/- per share to M/s Ashapura Industrial Finance Limited and Shri Manan Shah.

Pursunt to such allotment of equity shares, the paid-up share capital of the Company had increased to Rs.19,10,52,196/- comprising of 9,55,26,098 equity shares of Rs. 2/- each. Also subsequent to that allotment, the shareholding of the promoter and promoter group was increased to 47.70% of the enhanced paid-up share capital of the company.

B) APPROVAL OF 100% SUBSCRIPTION TO INCORPORATE A WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

The Board of Directors of the Company at their Meeting held on 13^th August 2024 approved 100% subscription to incorporate a Wholly owned Subsidiary of the Company namely "AQ Minerals Private Limited" subject to the approval of ROC-Mumbai. The incorporation of the said wholly owned subsidiary will leverage the growth opportunities in the mining industry and will help the Company in becoming more agile.

C) ONE TIME SETTLEMENT (OTS) ENTERED BY THE COMPANY WITH GLOBAL VALUE INVESTMENTS PTE LTD.:

The Contracts of Affreightment (''COA'') were entered into by the Company with certain Shipping Companies including Armada Singapore Pte Ltd. (Armada). Pursuant to disputes regarding the termination of COAs, the abovesaid shipping companies, obtained favorable foreign arbitration awards, which were subsequently declared enforceable by the Hon''ble Bombay High Court.

Armada had filed an execution application in Hon''ble Bombay High Court for recovery of its claims granted by the arbitration awards dated 16^th February, 2010. Later, Armada had assigned its awards to Global Value Investments Pte Ltd (Singapore) (GVI). The Bombay High Court had then allowed substitution of GVI in place of Armada in the above execution proceedings. The Company thereafter settled with GVI and accordingly executed a settlement agreement on 27^th February, 2020. The Hon''ble Bombay High Court took Consent Terms on record and allowed various Execution Applications/Commercial Execution Applications to be withdrawn filed by Armada (later substituted by Global Value Investments Pte. Ltd.).

On 12^th February, 2024, the Company entered into a One Time Settlement (''OTS'') with Global Value Investments Pte Ltd. (''GVI'') in Dubai. As a part of the settlement agreement, the Company agreed to pay/settle a liability of Rs. 165.77 crores by paying Rs. 110 crores, leading to an extraordinary gain (net) of Rs. 56.72 crores on account of the discount negotiated with GVI.

D) ACQUISITION OF ENTIRE SHARE CAPITAL OF AEON PROCARE PRIVATE LIMITED ("AEON"), BY ASHAPURA INTERNATIONAL LIMITED ("AIL"), THE WHOLLY OWNED SUBSIDIARY OF THE COMPANY:

Ashapura International Limited, Wholly Owned Subsidiary of the Company, acquired 50,35,000 (Fifty Lakh Thirty-Five Thousand) fully paid-up equity shares of Rs. 10/- each, representing the entire share capital of M/s. Aeon Procare Private Limited (Aeon). Aeon was a wholly owned subsidiary of Ashok Alco-Chem Limited, (Now Known as Aeonx Digital Technology Limited), Group Company. As a result of this acquisition, Aeon became a Step-Down Subsidiary of the Company w.e.f. 1^st January, 2024.

E) ORDER IN THE MATTER OF M/S CARGILL INTERNATIONAL TRADING PTE LIMITED

M/s Cargill International Trading PTE Limited (Cargill) filed a Petition for the enforcement of the Foreign Arbitration Award amounting to Rupees Forty-Nine Crore Seventy-One Lakh (approx.) dated 28^th May, 2010 in SIAC Arbitration No.014/2009 in the arbitration proceedings conducted at Singapore by a learned Arbitrator with the Singapore International Arbitration Centre (SIAC) against the Company. The High Court of Karnataka at Bengaluru vide its order dated 19^th December, 2023 rejected the Company''s objections to the enforcement of the Foreign Award under Sections 48[1][b], 48[1] [c] and 48[2] of the Arbitration and Conciliation Act, 1996 in the matter of Cargill.

Company then filed a Special Leave Petition (SLP(C) No. 005143 - 005144 / 2024) before the Hon''ble Supreme Court, challenging the Karnataka High Court''s order dated 19^th December, 2023. Vide an order dated 15^th March, 2024, the Hon''ble Supreme court directed to issue notice to Cargill subject to Company''s depositing an amount of Rs.15 crores within a period of four weeks. Accordingly, the Company has complied with the said order of the Hon''ble Supreme court and now, the matter is pending for hearing. Also, on 16th July, 2024, the Hon''ble Supreme court passed an order that the proceedings before the Executing Court [High Court of Karnataka] under A.PEFA No. 2/2020 may continue but final order shall not be passed till disposal of the said Special Leave Petition.

F. ORDER OF OFFICE OF THE COMMISSIONER OF CGST AND CEX (APPEALS - I), MUMBAI:

The Office of the Commissioner of CGST and CEX (Appeals - I), Mumbai, vide its Order No. GAPPL/COM/ST/D/152/2023-24/4570 dated 31st October, 2023, set aside Order-in-Original bearing no. 64/ADC/MUM-SOUTH/RG/2022-23 dated 27th February, 2023 passed by the Addl. Commissioner, CGST & CEX, Mumbai South Commissionerate.

The Authorities demanded vide this order Service Tax of Rs. 1,06,30,584/- (Rupees One Crore Six Lakhs Thirty Thousand Five Hundred Eighty-Four) for the period from 01st October, 2014 to 30th June, 2017 along with interest under Section 75 and Penalty under Section 77 & 78 of the Finance Act, 1994.

The Company has prefered an appeal and expects to get relief from Appellate Authority.

G. DEMISE OF SHRI ABHILASH MUNSIF, INDEPENDENT DIRECTOR OF THE COMPANY:

During the year under review, Shri Abhilash Munsif (DIN: 02773542), Non-Executive, Independent Director of the Company expired after a brief illness on Wednesday, 1^st November, 2023 at the age of 81 years.

The Board of Directors and the Management of the Company express their deep sympathy, sorrow and condolences to his family and extend their heartfelt appreciation for Shri Abhilash Munsif''s valuable contributions during his tenure as an Independent Director of the company.

3. DIVIDEND:

To Conserve the resources & to meet the company''s future growth plans, your Director''s do not recommed any dividend for the FY 2023-24.

The Company has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is uploaded on the website of the Company at https://www.ashapura.com/investor-corner.php.

4. TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

5. IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. In this regard, there are no amounts which are required to be transferred to the Investor Education and Protection Fund by your Company, in accordance with the above provisions.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31st March, 2024 was Rs. 1,829.72 lakhs.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31st March, 2024 are as mentioned below:

Name	No. of Shares	% of Holdings
Shri Chetan N. Shah	13,593,814	14.86
Smt. Himani Shah	142,980	0.16
Shri Harish Motiwalla	500	0.0005
Shri Hemul Shah	1007	0.0011

7. DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisions of ''Chapter V - Acceptance of Deposits by Companies'' of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31st March 2024 is as below.

Sr. No.	Name of Director	Designation	DIN
1	Shri Chetan Shah	Executive Chairman	00018960
2	Shri Hemul Shah	Executive Director & CEO	00058558
3	Smt. Himani Shah	Non-Executive Director	02467277
4	Shri Harish Motiwalla	Non-Executive, Independent Director	00029835
5	Shri Pundarik Sanyal	Non-Executive, Independent Director	01773295
6	Smt. Neeta Shah	Non-Executive, Independent Director	07134947

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Hemul Shah (DIN-00058558), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting wherever required.

b) Declaration by Independent Directors:

• The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The same shall be available for inspection upon request by Shareholders.

• The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Board''s opinion regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/ expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company''s business(es) and sector(s) for the Company to function effectively.

d) Appointment of Key Managerial Personnel (KMP):

a. From the date of appointment of Shri Chetan Shah as an Executive Chairman w.e.f. 24^th October, 2019, he is forthwith considered as a Key Managerial Personnel (KMP) of the Company.

b. From the date of appointment of Shri Hemul Shah as an Executive Director & CEO w.e.f. 16^th February, 2020, he is forthwith considered as a KMP of the Company.

c. In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Shri Ashish Desai as Group CFO and Shri Sachin Polke, Company Secretary & President (Corporate Affairs), are recognized as the KMP of the Company.

d. In addition, the following Executive(s) of your Company have been recognized as whole-time Key Managerial Personnel to perform such duties/ functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of Directors and/or its committee from time to time:

Shri Sandeep Deshpande - Group Head Human Resource Administration.

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

a) Business Performance & overview of principal Subsidiaries & Joint Venture Companies:

Ashapura International Limited (AIL):

The Company''s revenue increased by 23% from Rs. 50,832 lakhs in FY 2022-23 to Rs. 62,539 lakhs in FY 2023-24 and that the Profit After Tax increased by 86% from Rs. 3,742 lakhs in FY 2022-23 to Rs. 6970 lakhs in FY 2023-24. This is the highest ever revenue and profits recorded by the company in its history.

Bombay Minerals Limited (BML):

The Company''s revenue in FY 2023-24 stood at Rs. 7245 lakhs and those total expenses stood at Rs. 6809 lakhs which resulted in the Profit After Tax of Rs. 281 Lakhs.

Ashapura Perfoclay Ltd. (APL):

The Company''s revenue in FY 2023-24 stood at Rs. 36,714 Lakhs while total expenses stood at Rs. 30,235 lakhs which resulted into Net Profit After Tax (PAT) of Rs. 4,778 lakhs as against Rs. 2,903 lakhs in the previous FY 2022-2023. Company''s sales were up by 2% by volume and 1% by value. However, the reduced freight, softness in raw material prices, and the carry-over of the price revision in the previous year helped the company to improve its PAT levels.

The outlook for the next year is positive due to the increased customer base, expanding geographies, new products and efforts at the plant to maintain the costs by optimizing the process and improving efficiencies.

Other Overseas Subsidiaries:

The details regarding other subsidiaries including overseas subsidiaries and joint ventures of the Company have been provided in the AOC 1 attached to this Annual Report of FY 2023-24.

b) Companies which have become and ceased to be subsidiary, associate and/or joint venture:

During the year under review, Aeon Procare Private Limited became step-down subsidiary of the Company through Ashapura International Limited, Wholly owned subsidiary of the Company that acquired entire share capital of Aeon Procare Private Limited, a Group Company of the Company.

c) Material Subsidiaries:

As required under Regulations 16(1)(c) and 46 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company''s website at www.ashapura.com/investor-corner.php

10. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries & associates, have been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to the provisions of the said section, a statement containing salient features of the Financial Statements of the Company''s subsidiaries and associate companies (in Form AOC-1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial Statements, Financial Statements of subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company at www. ashapura.com/investor-corner.php.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2024 AND 13TH AUGUST 2024 (DATE OF THE REPORT):

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

Other than as stated elsewhere in this report, during the year under review, the Company has not received any significant or material order passed by any regulatory authority, court or tribunals which shall affect the going concern status of the Company.

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of six Directors as on 31st March, 2024. During the year, 5 meetings of the Board of Directors were held. The details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than one hundred and twenty days.

14. COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company

for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

were operating effectively;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure - A" to this Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the statement required to be given under Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The aforesaid statement is available for inspection of members at the Registered office the Company during working hours upto the date of Annual General Meeting and shall be made available to any shareholders on request. Members seeking to inspect such documents can send an email to [e-mail]..

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5&6).

18. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:a) Nomination & Remuneration Policy:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the recommendations of the Nomination & Remuneration Committee, adopted a Policy for selection and appointment of Directors, Key Managerial Personnel & Senior Management and for determining their remunerations, qualifications, positive attributes and independence of Directors. The policy also ensures that the relationship of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www. ashapura.com/investor-corner.php. The details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

b) Performance Evaluation Policy and Annual Performance Evaluation:

The Board of Directors adopted the performance evaluation policy with an objective of evaluating the performance of the each and every Director of the Board, Committees of the Board including the performance of the Board as a whole, which would contribute significantly to performance improvements at all the three levels i.e. the organizational, the board and the individual director level, which in turn would help in increased accountability, better decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy of the Company, the Board of Directors, in consultation with the Nomination & Remuneration Committee and Independent Directors, carried out & analysed the annual performance evaluation of all the Directors, the Board as a whole and its committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance note issued by SEBI. The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as Director''s knowledge and understanding of their role, Company''s vision and mission, Director''s commitment, qualification, skill and experience, assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board, matters addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee composition, Independence, contributions to Board''s decisions etc.

Further, the performance of Chairman & Executive Director was evaluated on certain additional parameters depending upon their roles and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management, development of plans and policies in alignment with the vision and mission of the Company etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation etc.

The Independent Directors had met separately on 20^th March, 2024 and discussed, inter-alia, the performance of the Non-Independent Directors of the Company and the Board as a whole.

The Board evaluation report on performance of each individual Director and the Board as a whole was placed before the Board of Directors for appropriate analysis and confirmation. Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

c) Corporate Social Responsibility Policy:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The CSR Policy lays down the guiding principles for social welfare programs/projects for the benefit of different segments of the society, especially the deprived, under-privileged and differently abled persons. The Policy is available on the website of the Company viz. www. ashapura.com/investor-corner.php. The Composition of the CSR Committee is given in the Report on Corporate Governance.

The Company does not satisfy any of the conditions laid down under Section 135(1) of the Companies Act, 2013 during F.Y.2022-23 (being the immediately preceding F.Y), consequently, it was not mandatory for the Company to spend on CSR for F.Y.2023-24. However, the Company at Group Level has undertaken various CSR programs. Further, a detailed report is attached as "Annexure-D" to this Report.

d) Vigil Mechanism - Whistle Blower Policy:

The Company has vigil mechanism named a Whistle Blower Policy, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations, wherein the employees/directors can report the instances of unethical behaviour, actual or suspected fraud, mismanagement or any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to a genuine Whistle.

The said Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php. During the year under review, no complaint has been received under the Whistle Blower Policy (Vigil Mechanism).

e) Risk Management Policy:

A well-defined risk-management framework is integral to our business strategy. Company has an independent and dedicated Risk Management Committee to identify, manage and mitigate business risks. The team has a risk Management policy and processes for risk evaluation and measurement, whereas business units focus on developing and implementing mitigation measures, while taking controlled risks. Specific risk approaches are in place for financial and non-financial businesses. Risk management, internal controls and assurance processes are embedded into all activities of the Company.

The board in its meeting held on 12^th August 2021 has duly constituted the Risk Management Committee and approved the below-mentioned policy. The abovementioned Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php

f) Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regard, provides a forum to employees to lodge Complaints, if any, therewith for appropriate redressal.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management is happy to take the same on record. The said Policy is available on the website of the Company viz. www.ashapura.com/investor-corner.php.

g) Related Party Transactions Policy:

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place the Policy on Related Party Transactions and the same is uploaded on Company''s website at www.ashapura.com/investor-corner.php. This policy deals with the review and approval of related party transactions.

All transactions with related parties are approved by the Audit Committee prior to entering into any kind of transactions. The Audit Committee and the Board of Directors, laid down the criteria for granting omnibus approval for transactions which are repetitive in nature and entered in the ordinary course of business and at an arm''s length basis which also forms part of the Policy. The said omnibus approval is granted for one financial year at a time. Moreover, to monitor due compliance, all related party transactions are placed before the Audit Committee & the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review and confirmation.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions is available on the Company''s website.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013, were on arm''s length basis and in the ordinary course of business. Further, the disclosure of Material Related Party Transactions, as required under Companies Act, 2013 in Form AOC-2 has been attached as "Annexure E" to this Report.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 40)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS:

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition, meeting, etc. has been provided in the Corporate Governance Report, which forms part of this Annual Report.

21. AUDITORS AND AUDITORS'' REPORT:A. Statutory Auditors:

M/s. P A R K & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the year 2027. M/s. P A R K & Co., have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors'' Report for the financial year ended 31st March, 2024 on the financial statements (standalone & consolidated) of the Company forms part of this Annual Report.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. There are no qualifications or reservations or adverse remarks given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s Priyank Vyas and Associates, Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company''s Cost Accounting Records in respect of the products of the Company for the financial year 2024-25 at the remuneration of Rs. 1,62,565/- per annum plus Goods and Service Tax (GST).

Your Company has received consent from M/s Priyank Vyas and Associates, to act as the Cost Auditors of your Company for the Financial Year 2024-25 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2022-23 was filed with the Ministry of Corporate Affairs on 12-09-2023.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended 31st March, 2024.

The Secretarial Audit Report in Form No.: MR - 3 for the Financial Year ended 31st March, 2024 is annexed with this report as "Annexure - B".

There are no qualifications or reservations or adverse remarks given by Secretarial Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

22. FRAUDS REPORTED BY AUDITOR:

During the year under review, no instance of fraud in the Company was reported by the Auditors.

23. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews the adequacy and effectiveness of Internal Control System. The Company continues to improve the present internal control systems by implementation of appropriate policy and processes evaluated based on the recommendation of Internal Auditors.

The Company had appointed M/s. Atul HMV & Associates LLP Chartered Accountants as its Internal Auditors for Financial Year 2023-24 which carried out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

Besides this, the Company has also implemented ''SAP'' Systems, an advanced IT business solution platform, to achieve standardized operations that ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in line with the best global practices.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on:

1. Meetings of the Board of Directors

2. General Meetings

3. Reports of the Board of Directors

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in "Annexure - C" to this Report.

26. EXTRACT OF ANNUAL RETURN:

Further, in accordance with the provisions of Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company is available on its website at www.ashapura.com/investor-corner.php

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ''Corporate Governance'' along with the Certificate from M/s. P A R K & Co., Chartered Accountants regarding its compliance and ''Management Discussion and Analysis'' Report as stipulated under Regulation 34 of the Listing Regulations are set out separately which forms part of this Report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31st March, 2024 as stipulated under Regulation 34 of the SEBI Listing Regulations is set out separately which forms part of this Report.

29. NO APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR UNDER REVIEW.30. THERE WERE NO ONE-TIME SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS DURING THE YEAR UNDER REVIEW.31. ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

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Mar 31, 2023

Your Directors are pleased to present the 42^nd Annual Report of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2023.

1. FINANCIAL RESULTS AND PERFORMANCE: (Rs. In Lakhs)
Particulars	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Net Sales / Income from Operations	22,269.17	59,815.11	183,084.84	127,784.31
Less: Total Expenditure	25,314.58	62,075.74	172,260.24	123,390.80
Profit /(Loss) from Operations before Dep., Other Income and Exceptional Items	(3,045.41)	(2,260.63)	10,824.60	4,393.51
Less: Depreciation	1,538.35	1,952.03	7,256.36	5,812.84
Profit /(Loss) from Operations before Other Income and Exceptional Items	(4,583.76)	(4,212.66)	3568.24	(1,419.32)
Add: Other Income	4,001.41	2,647.24	8,612.37	9,559.76
Profit/(Loss) before Exceptional Items, share of net profit of investments accounted for using the equity method and Tax	(582.35)	(1,565.42)	12180.61	8,140.45
Share of net profit of Joint Ventures & associates accounted for using the equity method	-	-	1,765.61	1,638.71
Profit/(Loss) before exceptional items	(582.35)	(1,565.42)	13,946.22	9,779.16
Add: Exceptional Items	-	-	-	-
Profit /(Loss) before tax	(582.35)	(1,565.42)	13,946.22	9,779.16
Tax Expenses
Current Tax	-	-	2,385.53	1,361.87
Earlier Year''s Tax	118.77	-	578.02	91.53
Deferred Tax	-	-	9.32	(327.48)
Profit/(Loss) after tax	(701.12)	-	10,973.35	8,653.24
Profit attributable to non-controlling interest	-	-	(727.29)	1.50
Profit/(Loss) for the year	(701.12)	(1,565.42)	10,973.35	8,653.24

a) Performance of the company & Future Outlook:

At Standalone level, the Income from Operations and other income stood at Rs. 26,271 lakhs and that the total expenses stood at Rs. 26,853 Lakhs which resulted into loss of Rs. 701.12 Lakhs During the Financial Year, the Company''s operating and development expenses exceeded its revenues which led to negaive bottomline. However, the Company is actualy working towards augmenting its revenues.

At Consolidated level, the Income from Operations and other income stood at Rs. 1,91,697 Lakhs as against Rs.1,37,344 Lakhs for the previous financial year ended 31^st March, 2022 and that total expenses stood at Rs. 1,79,517 Lakhs which resulted into Net profit. As compared to the previous financial year, on a consolidated basis, the Company''s total revenue in FY 2022-23 increased by 40 %, whereas the Profit After Tax for FY 2022-23 was Rs. 10,973 Lakhs versus a profit Rs. 8,653 Lakhs in the previous financial year. The net increase in profit after tax is approximately 27%. All business segments of the company have largely performed well resulting in higher revenues and profits for the company on a consolidated basis.

The outlook for FY 2023-24 is set to be positive on account of two more Bauxite mines becoming operational in Guinea from the second half of the financial year, which would enable the company to export higher volumes.

The Company shall continue its constant endeavour to move up the value chain by introducing a new line of animal feed products which are value-added from quality Bentonite. Furthermore, the Company''s Kaolin products are consolidating its position in the overseas market making up for the supply that has been lost because of the turmoil in Ukraine.

2. SIGNIFICANT EVENTS DURING THE FY 2022-23 AND TILL THE DATE OF REPORT:

A) Allotment of Warrants to Mr Manan Shah & M/S Ashapura Industrial Finance Limited:

The Company has issued & allotted 40,40,000 Convertible Warrants @ Rs. 95.96 per Warrant, Convertible into Equity Shares of Rs. 2 each to Mr Manan Shah & M/s Ashapura Industrial Finance Limited on 14^th February, 2023. Consequently, the corporate action was executed and the warrants were credited to the allottees on 9^th March, 2023. The said warrants were issued with an option to convert it to equity.

Brief Particulars of the issue are given below:

Name of Security	Convertible Warrants
Date of Issue and Allotment	14th February 2023
Number of warrants	40,40,000
Method of allotment	Preferential Issue
Name of Allottees	1. Mr Manan Shah 2. M/S Ashapura Industrial Finance Limited
Issue Price	Rs. 95.96 (Rupees Ninety Five Ninety Six Paisa) per warrant
Maturity Date	Any time after the date of allotment but on or before the expiry of 18 (eighteen) months
Amount raised	25% of the consideration has been collected upfront from the holders of the warrants
Terms and conditions	• Subject to lock- in as per SEBI Regulations. • Warrants shall not be sold, transferred, hypothecated or encumbered in any manner during the period of lock-in provided under SEBI (ICDR). • Warrants shall be issued only in dematerialized form. • In case Warrant Holder do not exercise Warrants within the Warrant Exercise Period, the Warrants shall lapse and the amount paid shall stand forfeited by the Company • The Warrants by itself until converted into Equity Shares, do not give to the Warrant Holder any special voting rights in the Company in respect of such Warrants.

B) Increase in the limits for extending loans, making investments and providing guarantees or security under section 186 of the Companies Act, 2013:

The Company, in order to support & supplement ongoing and/or future financial and operational commitments/requirements / exigencies of the Company and/or its subsidiaries/step down subsidiaries/associate companies/group companies, has been making investments in, giving loans and guarantees to and providing securities in connection with loans to various persons and bodies corporate (including its subsidiary) from time to time, in compliance with the applicable provisions of the Act.

Section 186 (2) of the Companies Act 2013 provides that where the giving of any loan or guarantee or providing any security or the acquisition as provided under Section 186(2) of the Act, exceeds the limits specified therein, prior approval of shareholders by means of a Special Resolution is required to be passed at a general meeting. Since the Aggregate amount of the loans and investments so far made, along with the loans, investments and guarantees to be made / provided by the Company in the near future, may exceed the limits prescribed under the provision of section 186 (2) of the Companies Act, 2013, shareholders'' approval were sought to enhance the limit upto Rs. 300 Cr over and above the limit Spcified under section 186 of the companies Act, 2013. Shareholders approved the said resolution on 1^st February 2023 and the result of which declared on 2^nd February 2023.

C) Sale/transfer of chammotte plant of the company:

After the end of Financial Year 2022-2023, the Company in terms of section 180(1)(a) of the Companies Act, 2013, sought shareholders'' approval by way of postal ballot for sale/transfer of Chammotte Plant of the Company to an Associate Company i.e. Orient Ceratech Limited (formerly known as Orient Abrasives Limited). Shareholders approved the said resolution on 25^th May 2023 and the result of which was declared on 26^th May, 2023.

Brief Particulars of the transactions are given below:

Particulars	Remarks
Name of the related party	Orient Ceratech Limited
Name of the Director or Key Managerial Personnel who is related, if any	Shri Chetan Shah & Smt. Himani Shah and Shri Hemul Shah, being common Director
Nature of relationship	Associate Company
Nature, material terms, monetary value and the above transaction for purchase of land and particulars of the contract or arrangement	Transaction Amount: - Rs. 21 Crores Other material terms as mutually decided and agreed by the parties.

3. DIVIDEND:

The Board of Directors does not recommend any Dividend for the Financial Year 2022-23 considering the losses during the year.

The Company has its Dividend Distribution Policy which has been approved by the Board of Directors. The said policy is uploaded on the website of the Company at https://www.ashapura.com/investor-corner.php.

4. TRANSFER TO RESERVES:

During the financial year under review, no amount has been transferred to the General Reserve.

5. IEPF:

Pursuant to the applicable provisions of the Companies Act, 2013, read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, as amended from time to time, Dividends that are unpaid/unclaimed for a period of seven years are required to be transferred to the Investor Education and Protection Fund administered by the Central Government. Your Company has initiated the process of transferring the balance lying with the unpaid/unclaimed dividend accounts, in accordance with the above provisions.

6. SHARE CAPITAL:

The paid-up Equity Share Capital as on 31^sl March, 2023 was Rs. 1,829.72 lakhs.

Further, the Company did not grant stock options or sweat equity shares to employees. The details of the shareholding of the Directors as on 31^st March, 2023 are as mentioned below:

Name	No. of Shares	% of Holdings
Shri Chetan N. Shah	13,593,814	14.85
Smt. Himani Shah	142,980	0.1563
Shri Harish Motiwalla	500	0.0005
Shri Hemul Shah	1007	0.0011

7. DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisions of "Chapter V - Acceptance of Deposits by Companies" of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

8. DIRECTORS & KEY MANAGERIAL PERSONNEL:

The composition of the Board of Directors of the Company as on 31^st March 2023 is as below.

Sr. No.	Name of Director	Designation	DIN
1	Shri Chetan Shah	Executive Chairman	00018960
2	Shri Hemul Shah	Executive Director & CEO	00058558
3	Smt. Himani Shah	Non-Executive Director	02467277
4	Shri Harish Motiwalla	Non-Executive, Independent Director	00029835
5	Shri Abhilash Munsif	Non-Executive, Independent Director	02773542
6	Shri Pundarik Sanyal	Non-Executive, Independent Director	01773295
7	Smt. Neeta Shah	Non-Executive, Independent Director	07134947

a) Retirement by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Mr. Chetan Shah (DIN-00018960), retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting wherever required.

b) Declaration by Independent Directors:

• The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force). The same shall be available for inspection upon request by Shareholders.

• The Independent Directors have complied with the Code for Independent Directors prescribed in Schedule IV to the Act.

c) Re-appointment of Shri Hemul Shah, as an Executive Director and Chief Executive Officer:

The Board of Directors at its meeting held on 10^th August 2022, on the recommendation of Nomination and Remuneration Committee, appointed Shri Hemul Shah (00058558) as an Executive Director and CEO w.e.f. 16^th February, 2023. His tenure ends on 15^th February 2024 according to the agreed terms.

The Nomination & Remuneration Committee has recommended his re-appointment considering his long association with the Company; varied experience in planning, execution abilities and strategic intelligence. Accordingly, the Board of Directors at its meeting held on 10^th August, 2023, proposed that he should be re-appointed as an Executive Director and Chief Executive Officer (CEO) of the company for a further period of one year.

A Special resolution seeking approval of the shareholders for his re-appointment as an Executive Director and CEO of the Company forms part of the Notice convening 42^nd Annual General Meeting. The relevant details of Shri Hemul Shah as required pursuant to the provisions of the Companies Act, 2013 and the Listing Regulations are furnished in the Notice of the 42^st Annual General Meeting.

d) Board''s opinion regarding Integrity, Expertise and Experience (including the proficiency) of the Independent Directors appointed during the year:

The Board is of the opinion that the Independent Directors appointed during the year under review are person(s) of integrity and possess core skills/ expertise/competencies (including the proficiency) as identified by the Board of Directors as required in the context of Company''s business(es) and sector(s) for the Company to function effectively.

e) Appointment of Key Managerial Personnel (KMP):

a. From the date of appointment of Shri Chetan Shah as an Executive Chairman w.e.f. 24^th October, 2019, he is forthwith considered as a Key Managerial Personnel (KMP) of the Company.

b. From the date of appointment of Shri Hemul Shah as an Executive Director & CEO w.e.f. 16^th February, 2020, he is forthwith considered as a KMP of the Company.

c. In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Shri Ashish Desai as CFO and Shri Sachin Polke, Company Secretary & President (Corporate Affairs) are recognized as the KMP of the Company.

d. In addition, the following Executives of your Company have been recognized as whole-time Key Managerial Personnel to perform such duties/ functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of Directors and/or its Committee from time to time:

Shri Sandeep Deshpande - Group Head - Human Resources & Administration

9. DISCLOSURES RELATING TO SUBSIDIARIES, ASSOCIATES AND JOINT VENTURES:

a) Business Performance & overview of principal Subsidiaries & Joint Venture Companies:

Ashapura International Limited (AIL):

The Company''s revenue decreased by 9% from Rs. 55,880 lakhs in FY 2021-22 to Rs.50,832 lakhs in FY 2022-23 however the Profit After Tax increased by 7% from Rs. 3497 lakhs in FY 2021-22 to Rs. 3742 lakhs in FY 2022-23.

Although there was a marginal decrease in the revenue, the Company achieved better profitability & margins on account of a shift towards value added product sales.

Bombay Minerals Limited (BML):

The Company''s revenue in FY 2022-23 was Rs. 11,121 lakhs, 23% higher than the revenue of Rs. 9,046 lakhs in FY 2021-22. The Profit After Tax in FY 2022-23 was Rs. 425 lakhs versus a loss of Rs. 1,003 lakhs in FY 2021-22.

The Company has had some success in tapping alternate sources of raw material which has allowed it to scale up its operations as compared to the previous year.

Ashapura Perfoclay Ltd. (APL):

The Company''s revenue in FY 2022-23 increased by about 5% to Rs. 36,431 Lakhs as compared to the previous financial year, whereas the profit after tax was Rs. 2,904 lakhs i.e. 11% higher than the previous financial year.

The Company continued to maintain its leadership position in the domestic market despite the macro headwinds and the competition from low-cost domestic producers. it posted a healthy 12.6% growth Y-O-Y basis. A lot of initiatives have been undertaken by the Company to develop cost effective and more efficient grades.

Other Overseas Subsidiaries:

The other overseas subsidiaries and joint ventures of the Company on the whole exhibited an increases in revenues. The Company''s step-down subsidiary in Guinea has shown reasonable growth as compared to the pervious year.

b) Companies which have become and ceased to be subsidiary, associate and/or joint venture:

During the year under review, Orient Advanced Material FZE became associate of the Company through indirect acquisition/transfer of shares by the company''s associate company. Further, Ashapura Acticlay SDN BHD (Wos of company''s step down an subsidiary ceased to be Associate Company during the year under review.

c) Material Subsidiaries:

As required under Regulations 16(1)(c) and 46 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company''s website at www.ashapura.com/investor-corner.php

10. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries & associates, have been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to the provisions of the said section, a statement containing salient features of the Financial Statements of the Company''s subsidiaries and associate companies (in Form AOC-1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements including Consolidated Financial Statements, Financial Statements of subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company at www. ashapura.com/investor-corner.php.

11. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2023 AND 10^th AUGUST 2023 (DATE OF THE REPORT):

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report.

12. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

Other than as stated elsewhere in this report, during the year under review, the Company has not received any significant or material order passed by any regulatory authority, court or tribunals which shall affect the going concern status of the Company.

13. MEETINGS OF THE BOARD:

The Board of the Company comprised of seven Directors as on 31^st March, 2023. During the year, 5 meetings of the Board of Directors were held. The details of meetings held and attended by each Director are detailed in the Corporate Governance Report, which forms part of this Annual Report.

The maximum time gap between two Board meetings was not more than four months.

14. COMMITTEES:

The composition of committees constituted by Board along with changes, if any, forms part of the Corporate Governance Report, which forms part of this Annual report.

15. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and

prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and

were operating effectively;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

16. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure - A" to this Report.

Further, the statement containing particulars of employees in terms of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate statement and that forms part of the Annual Report.

Considering the provisions to section 136 of the Companies Act, 2013, the Annual Report, excluding the aforesaid statement required to be given under rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is being sent to the shareholders of the Company and others entitled thereto. The said statement is available for inspection of members will be available electronically for inspection. Members seeking to inspect such documents can send an email to [e-mail].

17. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5 & 6).

18. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:a) Nomination & Remuneration Policy:

Pursuant to the provisions of the Companies Act, 2013 and Listing Regulations, the Board of Directors, based on the recommendations of the Nomination & Remuneration Committee, adopted a Policy for selection and appointment of Directors, Key Managerial Personnel & Senior Management and for determining their remunerations, qualifications, positive attributes and independence of Directors. The policy also ensures that the relationship of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www.ashapura.com/investor-corner.php. The details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

b) Performance Evaluation Policy and Annual Performance Evaluation:

The Board of Directors adopted the performance evaluation policy with an objective of evaluating the performance of the each and every Director of the Board, Committees of the Board including the performance of the Board as a whole, which would contribute significantly to performance improvements at all the three levels i.e. the organizational, the board and the individual director level, which in turn would help in increased accountability, better decision making, enhanced communication and more efficient Board operations.

Accordingly, pursuant to the provisions of Companies Act, 2013, Listing Regulations and Performance Evaluation Policy of the Company, the Board of Directors, in consultation with the Nomination & Remuneration Committee and Independent Directors, carried out & analysed the annual performance evaluation of all the Directors, the Board as a whole and its Committees.

The annual performance evaluation was carried out based on detailed questionnaires drafted in accordance with the guidance note issued by SEBI. The performance of the individual Directors was evaluated after seeking inputs from all the Directors other than the one who is being evaluated. The evaluation was based on the criteria such as Director''s knowledge and understanding of their role, Company''s vision and mission, Director''s commitment, qualification, skill and experience, assertiveness in communication, etc.

The performance of the Board was evaluated on the basis of various criteria such as composition of the Board, information flow to the board, matters addressed in the meeting, strategic issues, roles and functions of the Board, relationship with the management, engagement with the Board and external stakeholders and other development areas.

The performance of the Committees was evaluated after seeking the inputs of committee members on the criteria such as understanding the terms of reference, Committee composition, Independence, contributions to Board''s decisions etc.

Further, the performance of Chairman & Executive Director were evaluated on certain additional parameters depending upon their roles and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk management, development of plans and policies in alignment with the vision and mission of the Company etc.

Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation etc.

The Independent Directors had met separately on 27^th March, 2023 and discussed, inter-alia, the performance of the Chairman, Executive Director & Chief Executive Officer of the Company and the Board as a whole. The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

The Board evaluation report on performance of each individual Director and the Board as a whole was placed before the Board of Directors for appropriate analysis and confirmation. Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

c) Corporate Social Responsibility Policy:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The CSR Policy lays down the guiding principles for social welfare programs/projects for the benefit of different segments of the society, especially the deprived, under-privileged and differently abled persons. The Policy is available on the website of the Company viz. www. ashapura.com/investor-corner.php. The Composition of the CSR Committee is given in the Report on Corporate Governance

The company does not satisfy any of the conditions laid down under Section 135(1) of the Companies Act, 2013 during F.Y.2021-22 (being the immediately preceding F.Y), consequently, it was not mandatory for the Company to spend on CSR for F.Y.2022-23. However, at the group level the company has undertaken various CSR initiatives. Further, a detailed report is attached as "Annexure D" to this report.

d) Vigil Mechanism - Whistle Blower Policy:

The Company has vigil mechanism named a Whistle Blower Policy, in compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations, wherein the employees/directors can report the instances of unethical behaviour, actual or suspected fraud, mismanagement or any violation of the Code of Conduct and/or laws applicable to the Company and seek redressal. This mechanism provides appropriate protection to a genuine Whistle.

The said Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php. During the year under review, no complaint has been received under the Whistle Blower Policy (Vigil Mechanism).

e) Risk Management Policy:

A well-defined risk-management framework is integral to our business strategy. Company has an independent and dedicated Risk Management Committee to identify, manage and mitigate business risks. The team has a risk Management policy and processes for risk evaluation and measurement, whereas business units focus on developing and implementing mitigation measures, while taking controlled risks. Specific risk approaches are in place for financial and non-financial businesses. Risk management, internal controls and assurance processes are embedded into all activities of the Company.

The board in its meeting held on 12^th August 2021 has duly constituted the Risk Management Committee and approved the below-mentioned policy. The above mentioned Policy is available on the website of the Company viz. www.ashapura.com/investorcorner.php

f) Prevention of Sexual Harassment at Workplace:

The Company has zero tolerance for sexual harassment of women at workplace and has adopted a Policy for prevention, prohibition and redressal of sexual harassment at workplace, in terms of provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.

The ICC which has been constituted as per the policy in this regard''s, provides a forum to employees to lodge Complaints, if any, therewith for appropriate redressal.

During the year, no complaint was lodged with the ICC nor any such instance was reported and the management is happy to take the same on record. The said Policy is available on the website of the Company viz. www.ashapura.com/investor-corner.php.

g) Related Party Transactions Policy:

Pursuant to the applicable provisions of the Companies Act, 2013 and Listing Regulations, the Company has in place the Policy on Related Party Transactions and the same is uploaded on Company''s website at www.ashapura.com/investor-corner.php. This policy deals with the review and approval of related party transactions.

All transactions with related parties are approved by the Audit Committee prior to entering into any kind of transactions. The Audit Committee has after obtaining approval of the Board of Directors, laid down the criteria for granting omnibus approval for transactions which are repetitive in nature and entered in the ordinary course of business and at an arm''s length basis which also forms part of the Policy. The said omnibus approval is granted for one financial year at a time. Moreover to monitor due compliance, all related party transactions are placed before the Audit Committee & the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review and confirmation.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013 in were on arm''s length basis and in the ordinary course of business. Further, no material Related Party transactions, as per the materiality threshold mentioned in the related party policy of the Company were entered during the year by the company. Accordingly, the disclosure of RPT as required under section 134 (3)(h) of the Company Act, 2013, in form AOC-2 is not applicable.

The Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions was revised in line with the amendment in SEBI (LODR) 2015 and the same is available on the Company''s website.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 37)

19. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

Refer Report on Corporate Governance para on Familiarisation Programme.

20. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition, meeting, etc. has been provided in the Corporate Governance Report, which forms part of this Annual Report.

21. AUDITORS AND AUDITORS'' REPORT:A. Statutory Auditors:

M/s. P A R K & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of Annual General Meeting to be held in the year 2027. M/s. P A R K & Co., have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors'' Report for the financial year ended 31st March, 2023 on the financial statements (standalone & consolidated) of the Company forms part of this Annual Report.

The Notes to the financial statements referred in the Auditors'' Report are self-explanatory. There are no qualifications or reservations or adverse remarks given by Statutory Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

B. Cost Auditors:

Pursuant to the provisions of Section 148 of the Companies Act, 2013, M/s Priyank Vyas and Associates, Cost Accountants were appointed as the Cost Auditors of the Company to conduct audit of the Company''s Cost Accounting Records in respect of the products of the Company for the financial year 2023-2024 at the remuneration of Rs.1,62,565 per annum plus Goods and Service Tax (GST).

Your Company has received consent from , M/s Priyank Vyas and Associates , to act as the Cost Auditors of your Company for the Financial Year 20232024 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Shareholders for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Company has maintained the cost accounts and records in accordance with Section 148 of the Companies Act, 2013 and Rules framed thereunder. The Cost Audit Report for the Financial Year 2021-2022 was filed with the Ministry of Corporate Affairs on 07-09-2022.

C. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company had engaged the services of Shri Virendra Bhatt, Company Secretary in Practice to undertake the Secretarial Audit of the Company for the Financial Year ended 31^st March, 2023.

The Secretarial Audit Report in Form No.: MR - 3 for the Financial Year ended 31^st March, 2023 is annexed with this report as "Annexure - B".

There are no qualifications or reservations or adverse remarks given by Secretarial Auditors of the Company and therefore do not call for any comments under Section 134 of the Act.

22. FRAUDS REPORTED BY AUDITOR

During the year under review, no instance of fraud in the Company was reported by the Auditors.

23. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews the adequacy and effectiveness of Internal Control System. The Company continues to improve the present internal control systems by implementation of appropriate policy and processes evaluated based on the recommendation of Internal Auditors.

The Company had appointed M/s. Atul HMV & Associates LLP Chartered Accountants as its Internal Auditors for Financial Year 2022-2023 which carried out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

Besides this, the Company has also implemented ''SAP'' Systems, an advanced IT business solution platform, to achieve standardized operations that ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in line with the best global practices.

24. COMPLIANCE WITH SECRETARIAL STANDARDS:

The Company has complied with the Secretarial Standards issued by the Institute of Company Secretaries of India on:

1. Meetings of the Board of Directors

2. General Meetings

3. Reports of the Board of Directors

25. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in "Annexure - C" to this Report.

26. EXTRACT OF ANNUAL RETURN:

Further, in accordance with the provisions of Section 92(3) of the Companies Act, 2013, the copy of Annual Return of the Company is available on its website at www.ashapura.com/investor-corner.php

27. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ''Corporate Governance'' along with the Certificate from M/s. P A R K & Co., Chartered Accountants regarding its compliance and ''Management Discussion and Analysis'' Report as stipulated under Regulation 34 of the Listing Regulations are set out separately which forms part of this Report.

28. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT:

The Business Responsibility and Sustainability Report for the year ended 31^st March, 2023 as stipulated under Regulation 34 of the SEBI Listing Regulations is set out separately which forms part of this Report.

29. NO APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 DURING THE YEAR UNDER REVIEW.30. THERE WERE NO ONE-TIME SETTLEMENTS WITH BANKS OR FINANCIAL INSTITUTIONS DURING THE YEAR UNDER REVIEW.31. ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

For and on Behalf of the Board of DirectorsSd/- Sd/-CHETAN SHAH HEMUL SHAHEXECUTIVE CHAIRMAN EXECUTIVE DIRECTOR & CEO (DIN: 00018960) (DIN: 00058558)Place : Mumbai Date : 10^th August 2023

E. & O.E. are regretted

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Mar 31, 2018

The Directors are pleased to present the Thirty Seventh Annual Report of the Company together with the Audited Financial Statements (Standalone & Consolidated) for the year ended 31^st March, 2018.

1. FINANCIAL RESULTS AND PERFORMANCE:

(Rs. In Lakhs)

	Ashapura Minechem Ltd. 2017-2018 2016-2017		Consolidated 2017-2018 2016 2017
Net Sales / Income from Operations	23,918.84	23,573.12	79,436.43	83,289.84
Less: Total Expenditure	27,872.10	28,334.45	80,920.07	81,407.17
Profit /(Loss) from Operations before Dep., Other Income and Exceptional Items	(3953.26)	(4761.33)	(1483.64)	1,882.67
Less: Depreciation	2,405.89	2,435.91	3,850.57	4,841.45
Profit /(Loss) from Operations before Other Income and Exceptional Items	(6,359.15)	(7,197.24)	(5,334.21)	(2,958.78)
Add: Other Income	997.92	1295.46	738.91	1,105.60
Profit/(Loss) before Exceptional Items, share of net profit of investments accounted for using the equity method and Tax	(5,361.23)	(5,901.78)	(4,595.29)	(1,853.18)
Share of net profit of Joint Ventures & associates accounted for using the equity method	-	-	2788.30	1734.53
Profit before exceptional items	(5,361.23)	(5,901.78)	(1,806.99)	(118.65)
Less: Exceptional Items	1,512.20	-	1,512.21	-
Profit /(Loss) before tax Tax Expenses	(6,873.43)		(3,319.20)	(118.65)
Current Tax	-	-	1,660.50	1,740.00
Earlier Year''s Tax	-	-	(78.48)	(13.06)
Deferred Tax	-	-	(384.64)	44.57
Profit / (Loss) after tax	(6,873.43)	(5,901.78)	(4,516.58)	(1,890.16)
Profit attributable to non-controlling interest	-		0.18	1.80
Profit for the year	(6,873.43)	(5,901.78)	(4,516.39)	(1,888.36)

The financial year 2017-2018 was encouraging in terms of the Company''s Bentonite and value-added solutions portfolio, however a below par performance in the export of Bauxite during the year under review has affected the revenues and margins of the Company both on standalone and on a consolidated basis. The total revenue (standalone) for the year ended 31st March, 2018 stood at Rs. 24,916.76 Lakhs whereas the net loss after extraordinary items and tax was Rs. 6,873.43 Lakhs.

At consolidated level, the total revenue for year ended 31st March, 2018 stood at Rs. 8,0175.34 Lakhs and the net loss after extraordinary items and tax was Rs. 4,516.39 Lakhs.

During the year, the Company also provided for exceptional items amounting to Rs. 1,512.20 Lakhs which represented unprovided additional liability on account of exchange rate differences on disputed shipping claims; differences and gain on account of fair valuation of long term liability towards settlement of two shipping claims which is against pledge of shares in certain subsidiaries and a joint venture of the Company; and liability upon settlement with a shipping Company.

The Company is in the process of setting up overseas export hubs to regain competitiveness in the global ores market. Furthermore, it continues to petition to the Government of India to abolish export duties on Bauxite which are weighing down on the entire industry''s performance in India.

The Company is also exploring avenues in export of other bulk minerals from the Middle East such as Gypsum which have stable global demand patterns.

2. DIVIDEND:

Considering the net loss for the year and financial position of the Company, your Directors have not recommended any Dividend for the year ended 31^st March, 2018.

3. TRANSFER TO RESERVES:

The Company has not proposed to transfer any amount to the General Reserves.

4. DEPOSITS:

Your Company has not accepted any amount as deposits within the meaning of provisions of Chapter V - Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

5. SUBSIDIARIES AND JOINT VENTURES:

I. Business performance and overview of the principal subsidiaries and joint venture companies:

A. Wholly-Owned Subsidiaries

- Ashapura International Limited (AIL)

The Company''s Bentonite business was encouraging during the year and reported increase in its revenue by above 20% and it is expected that there will be increasing trend in bentonite business having reference to increased demand from industries like Foundry IOP (Iron Ore Pellets), Civil & Oil Drilling and Other Segments like specialty products meant for meant for Paper, Paint, Constructions Industries etc. as also considering the development in various sectors such as infrastructure, automobiles, steel industry and increasing demand of specialty products.

- Bombay Minerals Limited (BML)

The year under review was challenging for the Company on account of muted exports of Bauxite ore. High Government levies such as export duties have eroded the competitiveness of Indian Bauxite versus other global suppliers. As a result of which BML''s revenue from operation dropped by approx. 45% and reported a net loss.

The Management continues to petition to the authorities to rationalise levies on Bauxite and is in the process of exploring avenues to cut logistic costs in order to regain competitiveness.

B. Joint Venture

- Ashapura Perfoclay Limited (APL)

During the financial year 2017-2018, despite witnessing the lingering effect of demonetisation and introduction of GST, APL registered a growth of 5% in its revenue which stood at Rs. 28,066.37 Lakhs. In contrast, APL''s profit after tax reduced by approx. 6% to 2,828.84 Lakhs mainly because of increases in key inputs such as sulphuric acid and energy cost. However, APL continues to implement innovative process to cut down the consumption of acid with improving yields and product quality.

APL retains its position by far as the Industry leader in domestic segment; as for the overseas market, APL''s products are exported to more than 50 countries around the world contributing around 47% of total sales. Apart from dominating the premium Bleaching Clay market, APL, is building capabilities to cater to the mid-tier oils such as Palm Oil in in South East Asia, with a special emphasis on Indonesia and Malaysia.

APL''s clay catalyst business registered the strong volume growth of 28% due to the increased orders from domestic refineries and improved sales in South East Asia & Far East and accordingly, remains one of the top 3 globally registered companies to manufacture the clay catalyst for the petrochemical companies worldwide.

APL''s capacity utilisation stands at 82% and with the present demand it is expected to outpace its current manufacturing capacity by F.Y. 2019. Keeping the demand situation in mind APL is further expanding the manufacturing capacity by 50,000 MT per annum for which it is awaiting the clearance from the Government agencies to begin work on the same.

C. International Business

The other overseas subsidiaries and joint ventures of the Company in UAE, Antwerp, Malaysia and Oman exhibited marginal increases in revenues and profits, concomitant to the growth in their respective regions.

II. Companies which has became or ceased to be subsidiary, associates and joint venture:

During the year under review, the following changes were reported:

a. The Company acquired the entire stake of Mineralco International Private Limited, now known as M/s. Ashapura Resources Private Limited thereby defining as its wholly-owned subsidiary.

b. The Company''s step-down subsidiary M/s. Ashapura Holdings (UAE) FZE, United Arab Emirates incorporated a wholly-owned subsidiary in Indonesia named PT Ashapura Bentoclay Fareast.

c. The Company in venture with M/s. Dhofar Minerals LLC, Oman incorporated a Company in Oman named M/s. Ashapura Dhofar Resources LLC (Ashapura Dhofar). The Company owned 70% of the share capital of Ashapura Dhofar.

III. Material Subsidiaries:

As required under Regulations 16(1)(c) and 46 of the SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 (Listing Regulations), the Board of Directors have approved the Policy for determining Material Subsidiaries. The details of the Policy are available on the Company''s website at: www. ashapura.com/investor-corner.php

6. CONSOLIDATED FINANCIAL STATEMENTS:

Pursuant to the provisions of Section 129(3) of the Companies Act, 2013, the Consolidated Financial Statements of the Company and its subsidiaries & associates, have been prepared in accordance with the Indian Accounting Standards, which forms part of this Annual Report. Further, pursuant to the provisions of the said section, a statement containing salient features of the financial statements of the Company''s subsidiaries and associate companies (in Form AOC - 1) is given in this Annual Report.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements including consolidated financial statements, financial statements of subsidiaries and all other documents required to be attached to this Report have been uploaded on the website of the Company at www.ashapura.com/investor-corner.php

7. STATUS OF THE PENDING LITIGATIONS:

A. SHIPPING MATTERS:

The Contracts of Affreightment (''COA'') were entered into by the Company with Shipping Companies - viz. [1] Pacific Basin I.H.X. (UK) Ltd. (Pacific Basin) [2] Eitzen Bulk A/S [now known as Ultrabulk A/S] (Ultrabulk) and [3] Armada Singapore Pte Ltd. (Armada), (collectively referred to as ''COAs'')

In pursuance to dispute with regards to termination of COAs, the above said shipping companies, obtained favourable foreign arbitration awards, which was subsequently declared enforceable by the Hon''ble Bombay High Court.

In the matter of Pacific Basin and Ultrabulk, ASQ Connect Limited (ASQ), a Company incorporated under the laws of England and Wales, purchased the enforceable rights to recover the decreed amount by way of assignment deeds. Pursuant to these deed of assignment, ASQ entered into a settlement agreement with the Company wherein it will recover USD 45 million over a period of 25 years on terms and conditions as prescribed in the said settlement agreement.

In the matter of Armada, the said shipping company has filed a decree execution petition in Hon''ble Bombay High Court for recovery of its claims granted by the award dated 16^th February, 2010. The Company is suitably dealing with said execution petition and parallely is also trying to suitably negotiate the said claim.

B. FOREX DERIVATIVES

In case of Forex Derivatives Contract, the Company, based on legal opinion obtained, is of the opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts.

The Company has approached the Bankers and has successfully settled the claims amicably with most of the bankers.

Proceedings filed by HDFC Bank Limited and J P Morgan are pending at various stage in the Tribunals and Court of Law.

8. MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31^st MARCH, 2018 AND 13^th AUGUST, 2018 (DATE OF THE REPORT):

Other than as stated elsewhere in this report, there are no material changes and commitments affecting the financial position of the Company between the end of the current financial year and the date of this report.

9. SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

During the year under review, the Company has not received any significant or material order passed by any regulatory authority, court or tribunals which shall affect the going concern status of the Company.

10. MEETINGS OF THE BOARD:

During the year under review, five (5) meetings of the Board of Directors were held. The dates of the meetings are provided in the Report on Corporate Governance which forms a part of this Annual Report.

11. DIRECTOR''S RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013 read with the rules made there under, including any enactment or re-enactment thereon, (the Companies Act, 2013), the Directors hereby confirm that:

a. in the preparation of the annual accounts, the applicable Indian Accounting Standards had been followed along with proper explanation relating to material departures;

b. the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

c. the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. the directors had prepared the annual accounts on a going concern basis;

e. the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f. the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

12. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

A. Retire by Rotation:

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Articles of Association of your Company, Shri Rajnikant Pajwani, Whole-time Director & CEO, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment.

The details as required under the provisions of the Companies Act and Listing Regulations are provided in the Notice convening the ensuing Annual General Meeting.

B. Vacation of office of an Independent Director:

During the year under review, Shri Ashok Kadakia, Independent Director on the Board of Directors of the Company incurred disqualification and as such under the provisions of Section 164(2) read with Section 167 of the Companies Act, 2013, vacated his office as an Independent Director w.e.f 11th October, 2017.

The Board of Directors of the Company at their meeting held on 12th December, 2017 had taken the same on record and necessary formalities as required under the Companies Act, 2013 & Listing Regulations, have been duly complied with.

C. Re-appointment of Shri Rajnikant Pajwani as Whole-time Director & Chief Executive Office of the Company:

Shri Rajnikant Pajwani was re-appointed as the Whole Time Director & Chief Executive Officer of the Company for a period of 1 year w.e.f. 1st October, 2017, on agreed terms & conditions as stated in the original agreement & re-appointment letter, accordingly, Shri Rajnikant Pajwani''s present term of office expires on 30^th September, 2018.

However, considering the current state of affairs of the Company and given his exposure & expertise in the field of mining, mineral processing, projects, logistics, resource and business development, the Board of Directors on the recommendation of Nomination and Remuneration Committee, decided to re-appoint Shri Rajnikant Pajwani as a Whole-Time Director & Chief Executive Officer for a further period of 1 year from the expiry of his current term, i.e. 30^th September, 2018, on the same terms & conditions that forms part of the original agreement & re-appointment letter, which is subject to the approval of the Members of the Company.

Accordingly, pursuant to provisions of Section 196 of the Companies Act, 2013, resolution seeking approval of the shareholders for his re-appointment as a Whole Time Director & Chief Executive Officer of the Company forms part of Notice convening Annual General Meeting.

D. Re-appointment of Non-Executive, Independent Director:

In terms of the provisions under section 164(2) read with section 167 of the Companies Act, 2013, Shri Ashok Kadakia vacated his office as an Independent Director w.e.f. 11th October, 2017. Subsequently, he informed the Board of Directors of the Company that he had complied with all the relevant formalities including payment of stipulated penalty(ies) and on having approached to National Company Law Tribunal (NCLT), his DIN was restored and as such he had expressed his desire to re-join the Board of Directors of the Company.

Considering his submissions and based on the legal opinion solicited by the Company, the Board of Directors, on the recommendation of Nomination and Remuneration Committee, co-opted Shri Ashok Kadakia as an Additional Director (Non-Executive, Independent Director) w.e.f. 13th August, 2018 for a period of 3 (three) years, subject to the approval of Shareholders at the ensuing Annual General Meeting.

Further, Regulation 17(1A) of the Listing Regulations, effective 1st April, 2019, requires companies to obtain approval of shareholders by passing a special resolution for appointment or continuation of any Non-Executive Director who has attained the age of seventy-five (75) years.

The Company has received a declaration from him confirming that he meets the criteria of independence as prescribed under Section 149 (6) of the Companies Act, 2013.

Accordingly, in accordance with the provisions of Sections 149, 152 read with Schedule IV and any other applicable provisions, if any, of the Companies Act, 2013 and provisions of Listing Regulations, resolution seeking approval of the shareholders for his re-appointment as Non-Executive, Independent Director on the Board of Director of the Company forms part of Notice convening Annual General Meeting.

The relevant details of Shri Ashok Kadakia as required pursuant to the provisions of the Act and the Listing Regulations are furnished in the Notice of the ensuing Annual General Meeting.

E. Declaration by Independent Directors:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed under the provisions of section 149(6) of the Companies Act, 2013 read with schedules & rules issued thereunder as well as regulation 16 of the Listing Regulations (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

F. Appointment of Key Managerial Personnel:

In accordance with the provisions of Sections 2(51) and 203 of the Companies Act, 2013, Shri Rajnikant Pajwani, Whole Time Director & Chief Executive Officer and Shri Sachin Polke, Company Secretary & Vice President are recognized as the Key Managerial Personnel of the Company.

In addition, the following Executives of your Company have been recognized as a whole-time Key Managerial Personnel to perform such duties/ functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of Directors and/or its Committee from time to time:

1. Smt. Surekha Sathe - Vice President - IT

2. Shri Akhilesh Sinha - Vice President - HR

3. Shri Ashish Desai - Sr. General Manager - Accounts

4. Shri Ajay Phalod - Sr. General Manager - Corporate Finance

(Smt. Harsha Joshi, General Manager - Taxation & Internal Control, retired from the service of the Company w.e.f 31^st December, 2017 & Shri Akhilesh Sinha, Vice President - HR has been recognised as KMP by the Board of Directors w.e.f 10^th August, 2017).

13. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197(12) of the Companies Act, 2013, read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is set out in "Annexure - A" to this Report.

Further, the statement containing particulars of employees in terms of section 197(12) of the Companies Act, 2013, read with rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is provided in a separate statement and that forms part of the annual report.

Considering the provisions to section 136 of the Companies Act, 2013, the annual report, excluding the aforesaid statement, is being sent to the shareholders of the company and others entitled thereto. The said statement is available for inspection of members at the Registered Office of the Company during working hours upto the date of the Annual General Meeting and shall be made available to any shareholder on request.

14. PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013, are given in the Notes to Financial Statements (Please refer to Note no. 5,6,33).

15. DISCLOSURES ON POLICIES ADOPTED BY THE COMPANY:

A. Nomination & Remuneration Policy:

The Nomination and Remuneration Policy adopted by the Company lays down the framework for selection and appointment of Directors, Key Managerial Personnel & Senior Management and for determining qualifications, positive attributes and independence of a Directors. The policy also elucidates the various components of remuneration to be paid to Directors / Senior Management in order to retain experienced & proficient individuals for achieving the strategic and operational objectives of the Company.

In addition to this, the policy ensure that the relationship of remuneration to performance is clear so as to meet appropriate performance benchmark.

The Policy on Nomination & Remuneration is available on the website of the Company viz. www.ashapura.com. The details about the Nomination & Remuneration Committee and payment of remuneration to the Directors are provided in the Report on Corporate Governance which forms part of this Annual Report.

B. Performance Evaluation Policy and Annual Performance Evaluation:

The performance evaluation policy was adopted by the Board with an objective of evaluating the performance of the each and every Director of the Board, Committees of the Board including the performance of the Board as a whole, which would contribute significantly to performance improvements at three levels: the organizational, the board and individual director level, which in turn would help in increased accountability, better decision making, enhanced communication and more efficient Board operations.

Keeping the said objective in mind, the annual performance evaluation was carried out based on the structured questionnaire which inter-alia contained various attributes and parameters depending on the category of directors, committees of the Board and the Board as a whole.

Evaluation of the Board and its Committees was based on various aspects of their functioning, such as, adequacy of the constitution and composition; matters addressed in the meetings, processes followed at the meeting, Board''s focus, regulatory compliances, etc.

Further, the performance of Chairman & Executive Director were evaluated on certain additional parameters depending upon their roles and responsibilities such as leadership, relationship with stakeholders, execution of business plans, risk Management, development of plans and policies in alignment with the vision and mission of the Company, etc. Similarly, criteria for evaluation of Independent Directors include effective deployment of knowledge and expertise, willingness to devote time and efforts towards his/her role, high ethical standards, adherence to applicable codes and policies, effective participation, etc.

The Independent Directors had met separately on 26^th March, 2018 and discussed, inter-alia, the performance of Non-Executive Chairman, Whole-Time Director & Chief Executive Officer of the Company and the Board as a whole. The Nomination and Remuneration Committee has also carried out evaluation of every Director''s performance.

A report on performance evaluation of each Individual Director & the Board as a whole was placed before the Board of Directors for appropriate analysis & confirmation. While analysing the performance, the Director whose performance was analysed & evaluated, did not participate in the evaluation process.

Based on the annual performance evaluation, the Board expressed its satisfaction with the performance evaluation process.

C. Corporate Social Responsibility Policy:

The Company has adopted the Corporate Social Responsibility (CSR) Policy in accordance with the provisions of Section 135 and Schedule VII of the Companies Act, 2013. The CSR Policy lays down the guiding principles for social welfare programs/projects for the benefit of different segments of the society, especially the deprived, underprivileged and differently abled persons. The Policy is available on the website of the Company viz. www.ashapura.com. The Composition of the CSR Committee is given in the Report on Corporate Governance.

During the year under review, your Company taking into account the current state of affairs of the Company including financial performance for the financial year ended 31^st March, 2018, that recorded marginal increase in the sales volume with negative bottom line and continued reflection of negative net worth, has not specifically made provision for CSR activities for the Financial Year 2017-2018 as required under Section 135 of the Companies Act, 2013.

However, the Company at Group Level continues to contribute towards CSR activities and has always focused on its Corporate Social Responsibility obligation and is undertaking various initiatives to touch and improve lives of less fortunate and underprivileged sections of the Society by conducting and contributing towards various social welfare programs like Education, Women Empowerment, Health, Culture & Rural Development, etc.

D. Vigil Mechanism - Whistle Blower Policy:

The Company has adopted a Whistle Blower Policy in compliance with the provisions of Section 177 of the Companies Act, 2013 and Listing Regulations with a view to provide appropriate avenues to its directors and employees for responsible and secure reporting of unethical behaviour and mismanagement, if any .

In accordance with the Policy, the Vigil Mechanism has been established to investigate the complaints / concerns received from directors & employees of unethical behaviour, malpractices, wrongful conduct, fraud and violation of Company''s code of conduct. The said mechanism also provides for strict confidentiality, adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate cases. No personnel have been denied access to the Audit Committee pertaining to the Whistle Blower Policy.

The said Policy is available on the website of the Company viz. www.ashapura.com. During the year under review, no compliant has been received under the Whistle Blower Policy (Vigil Mechanism).

E. Risk Management Policy:

The Board of Directors of your Company has laid down a Risk Management Policy that identifies elements of risks involved in all the activities of the Company and the same are systematically addressed through mitigating actions on a continuing basis. The policy is reviewed by the Audit Committee on regular basis considering the industry & global risk associated with the business of the Company.

F. Prevention of Sexual Harassment at Workplace:

Pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition & Redressal) Act, 2013 (''Act'') and Rules made thereunder, the Company has in place Policy on Prevention of Sexual Harassment at workplace and constituted Internal Complaint Committee (ICC) for safe working environment where all employees treat each other with courtesy, dignity and respect, irrespective of their gender, race, caste, creed, religion, place of origin, sexual orientation, disability, economic status or position in the hierarchy.

An ICC has been constituted under the policy which provides a forum to employees to lodge Complaints, if any, therewith for redressal.

During the year, no complaint was lodged with the ICC formed under the policy. The said Policy is available on the website of the Company viz. www.ashapura.com.

G. Related Party Transactions Policy:

Pursuant to the applicable provisions of the Companies Act and Listing Regulations, the Company has in place the Policy on Related Party Transactions and the same is uploaded on Company''s website at www.ashapura.com. This policy deals with the review and approval of related party transactions.

All transactions with related parties are approved by the Audit Committee prior to the entering into of any kind of transactions. The Audit Committee has after obtaining approval of the Board of Directors, laid down the criteria for granting omnibus approval for transactions which are repetitive in nature and entered in the ordinary course of business & at an arm''s length basis which also forms part of the Policy. The said omnibus approval is granted for one financial year at a time. Moreover to monitor due compliance, all related party transactions are placed before the Audit Committee & the Board on a quarterly basis, specifying the nature, value and terms & conditions of the transactions for their review and confirmation.

During the year under review, all the transactions entered pursuant to the contracts and arrangements with related parties under Section 188 (1) of the Companies Act, 2013, were on arm''s length basis and in the ordinary course of business. Further, there were no material related party transactions entered into by the Company during the financial year under review and hence, the disclosure of related party transactions as required under Section 134(3)(h) of the Act in Form AOC-2 is not applicable to your Company.

The details of related party transaction are disclosed in the notes to Financial Statements. (Note No. 37)

16. AUDIT COMMITTEE:

The Company has in place an Audit Committee in terms of the requirements of the Companies Act, 2013 read with the rules made thereunder and Regulation 18 of the Listing Regulations. Detailed information pertaining to the Audit Committee including its composition, meeting, etc. has been provided in the Corporate Governance Report, which forms part of this Annual Report.

17. AUDITORS AND AUDITORS'' REPORT

A. Statutory Auditors:

M/s. P A R K & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 41^st Annual General Meeting to be held in the year 2022. M/s. P A R K & Co., have confirmed their eligibility and qualification required under Section 139, 141 and other applicable provisions of the Companies Act, 2013 and rules made thereunder (including any statutory modification(s) or re-enactment(s) thereof for the time being in force).

The Auditors'' Report for the financial year ended 31^st March, 2018 on the financial statements (standalone & consolidated) of the Company forms part of this Annual Report.

Auditors'' Observations:

In reference to the observation made by Auditors in their Report on page number 50 & 95, the Management, based on the legal opinion obtained by the Company, is of the view that the said claims are continued to be disputed and the Company is pursuing various legal options available to challenge the said arbitration awards.

B. Branch Auditors:

In terms of provisions of Section 139, 143(8) and other applicable provisions, if any, of the Companies Act, 2013 and rules framed thereunder, M/s. Sri Sesha & Ravi, Chartered Accountants, Chennai, appointed as the Branch Auditors, holds their office till the conclusion of the ensuing Annual General Meeting.

Accordingly, the Company has received consent from M/s. Sri Sesha & Ravi, Chartered Accountants, to act as Branch Auditors for carrying out the audit of the books of accounts of the Company''s Branches at Chennai and Kodur and to hold office from the conclusion of this Annual General Meeting till the conclusion of the 41^st Annual General Meeting of the Company to be held in the year 2022 and that the resolution seeking approval of the Members forms part of Notice convening Annual General Meeting.

C. Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013, the Board of Directors propose to appoint M/s. S. K. Rajani & Co., Cost Accountants as the Cost Auditors of the Company to conduct audit of the Company''s Cost Accounting Records in respect of the products of the Company for the financial year 2018-2019 at the remuneration of Rs. 2,25,000/- (Rupees Two Lakhs Twenty Five Thousand only) per annum plus Goods & Service Tax.

Your Company has received consent from M/s. S. K. Rajani & Co., Cost Accountants, to act as the Cost Auditors of your Company for the financial year 2018-2019 along with a certificate confirming their independence. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Members for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Cost Audit Report for the financial year 2016-2017 was filed with the Ministry of Corporate Affairs on 9^th September, 2017.

D. Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Shri Virendra G. Bhatt, Company Secretary in Practice, Mumbai to undertake the Secretarial Audit of the Company for the financial year ended 31^st March, 2018.

The Secretarial Audit Report in Form No. MR - 3 for the Financial Year ended 31^st March, 2018 is annexed with this report as "Annexure - B". Secretarial Auditor''s Observations:

Your Directors would like to bring to the notice of the Members that considering the financial condition, the Company has been finding it difficult to induct able and willing candidates who are suitable to hold fiduciary positions including that of the Chief Financial Officer i.e. Key Managerial Personnel as required under the provisions of the Companies Act, 2013.

Considering the current scenario, the management has recognized Shri Ajay Phalod, Sr. General Manager-Corporate Finance and Shri Ashish Desai, Sr. General Manager - Accounts as whole time Key Managerial Personnel to perform such duties/functions as may be generally performed by the Chief Financial Officer.

18. INTERNAL (FINANCIAL) CONTROL SYSTEM & THEIR ADEQUACY:

The Company has in place appropriate Internal (Financial) Control Systems for business processes with regard to its financial & operational reporting, safeguarding of assets of the company, prevention and detection of frauds & errors, accuracy & completeness of accounting records, ensuring of compliance of corporate policies and applicable laws & regulations.

In order to strengthen the Internal (Financial) Control System, the Company has appointed M/s. Atul HMV & Associates LLP, Chartered Accountants as its Internal Auditors for the financial year 2018-2019 to carry out the periodic audit of the functions and activities of the Company as per the scope of work approved by the Audit Committee.

The Audit Committee is entrusted with the responsibility of reviewing & confirming the adequacy and effectiveness of Internal (Financial) Control System whereby significant internal audit observations and management comments thereon are reported on a quarterly basis as also the events of major concerns are reported to the Board of Directors. The Audit Committee further reviews the status report on follow-up of proposed/ recommended actions & their due implementation.

Besides this, the Company has also implemented ''SAP'' Systems, an advanced IT business solution platform, to achieve standardizing operations that ensures seamless data and information flow. This would further ensure ease in working environment & style and shall enable the Company to be in line with the best Global practices.

19. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Companies Act, 2013, are provided in "Annexure - C" to this Report.

20. EXTRACT OF ANNUAL RETURN

The Extract of Annual Return of the Company in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 is annexed herewith as "Annexure - D" to this Report.

21. CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on ''Corporate Governance'' along with the Certificate from M/s. P A R K & Co., Chartered Accountants regarding its compliance and ''Management Discussion and Analysis'' Report as stipulated under Regulation 34 of Listing Regulations are set out separately which forms part of this Report.

22. ACKNOWLEDGEMENT

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, members & shareholders and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- Sd/-

CHETAN SHAH RAJNIKANT PAJAWANI

CHAIRMAN (NON-EXECUTIVE) WHOLE-TIME DIRECTOR & CEO

(DIN: 00018960) (DIN: 00086007)

Place : Mumbai

Date : 13^th August, 2018

---

Mar 31, 2015

The Directors present the Thirty Fourth Annual Report of the Company together with the Annual Statements of Accounts (Standalone & Consolidated) for the year ended 31st March, 2015.

FINANCIAL RESULTS AND PERFORMANCE:

Ashapura Minechem Ltd. (in Lacs)

2014-2015 2013-2014

Net Sales / Income from Operations 74,923.51 66,363.60

Less: Total Expenditure 63,541.31 57,070.13

Profit/(Loss) from Operations before

Dep., Other Income and Exceptional Items 11,382.20 9,293.47

Less: Depreciation 1,588.02 1,116.44

Profit/(Loss) from Operations before

Other Income and Exceptional Items 9,794.18 8,177.03

Add: Other Income 945.18 830.77

Profit/(Loss) before Exceptional and

Extra-ordinary Items and Tax 10,739.36 9,007.80

Exceptional Items (23,133.08) 5,118.88

Extra-ordinary Items

Profit/(Loss) before Tax (12,393.72) 14,126.68 Tax Expenses

Current Tax Earlier Year's Tax Deferred - -

Net Profit / (Loss) (12,393.72) 14,126.68

Minority Interest

Share of Profit/(Loss) in Associate Company - -

Net Profit / (Loss) of the Group (12,393.72) 14,126.68

Consolidated (in Lacs) 2014-2015 2013-2014

Net Sales/Income from operations 1,75,284.66 1,08,322.07

Less:Total Expences 1,50,322.64 93,366.10

Profit/(Lose) from operations before 24,962.02 14,955.97 Dep.,Other Income and Exceptional Items

Less: Depreciation 3,485.46 2,568.09

other Income and Exceptional Item 21,476.56 12,387.88

Add:Other Income 714.50 566.02

Profit/9Loss) before exceptional and 22,191.06 12,953.90 Extra Ordinary item ans Tax

Exceptional Item (23,133.08) 5,453.14

Extra Ordinary Items - -

Profit/(Loss) before tax (942.01) 18,407.04

Tax Expences

Current Tax 2,938.70 924.15

Earlier Yeaars tax (1.07) (85.38)

Deferred (29.48) 150.86

Net Profit/(Loss) (3,909.12) 17,417.41

Monitery Intrest (0.20) (1.00)

Share of Profit/(Loss) in Associate Company 262.30 4.71

Net Profit/ (Loss) of The Group (3,647.01) 17,421.12

In the financial year 2014-2015, your Company was able to continue the sale of Bauxite from Gujarat based on the ad-interim relief granted to certain mine owners by the Hon. Supreme Court. The sale of Bauxite allowed the Company to increase its revenue from operations to 7 74,924 Lacs on a standalone basis by about 13% higher as compared to the previous financial year; similarly, the consolidated revenues from operations increased by around 61%. Your company's Profit After Tax (before extraordinary items) rose to 710,739 Lacs on a Stand-alone basis and to 7 22,191 Lacs (before extraordinary items) on a consolidated basis.

Export revenues from Bentonite segment were relatively encouraging whereas those in the domestic sector were steady despite a challenging environment in the auto-ancillary and foundry industries. Sales in the white clay and other mineral segments were buoyant particularly in the domestic market.

Your Company and its Subsidiaries continue to be preferred global suppliers of mineral solutions. The Company's versatile portfolio comprises of more than 25 minerals and 120 value added mineral solutions such as Bleaching Clay, Ceramic Proppants, Clay Catalysts are used in several applications like manufacturing of aluminium metal, cement, iron ore pellatization, foundries, oil well drilling, paper, paints, edible oil purification, castables and hydraulic fracturing, etc.

Products such as Mullite & Chamotte which were inducted in the Company's value added mineral solutions portfolio last year have received an encouraging response in the markets and the Company is set to launch its pioneering Ceramic Proppants this year which are supported by years of research and resource development.

DIVIDEND:

Considering the state of affairs of the Company, your Directors have not recommended any Dividend for the financial year 2014-2015.

DEPOSITS:

During the year under review, your Company did not accept any deposits within the meaning of provisions of Chapter V – Acceptance of Deposits by Companies of the Companies Act, 2013 read with the Companies (Acceptance of Deposits) Rules, 2014.

SUBSIDIARIES AND JOINT VENTURES:

The principal Subsidiaries and Joint Ventures of the Company showed promising growth.

Ashapura International Ltd. which principally caters to the export of Bauxite and Bentonite showed substantial increase of 45% in revenues 53% in its after tax profits on account of a spurt in export sales.

Bombay Minerals Ltd. which sells bauxite and its value added derivative calcined bauxite had a 4 times revenue and profit multiple as compared to the previous year on account of the continuing supply of Bauxite and High Grade Bauxite on account of the ad-interim order of the Supreme Court. Bombay Minerals Ltd. had acquired 18% stake in Orient Abrasives Ltd. ('OAL') in November 2013; on July 15, 2015, Bombay Minerals Ltd. ('BML') acquired an additional 20% stake in OAL, thereby increasing its total stake to about 38% in the Company and become its single largest shareholder. Furthermore, since OAL is a Company listed on BSE and on NSE; BML as the new promoter of OAL is in the process of completing an open offer to the shareholders of OAL as per the prevalent SEBI guidelines.

Ashapura Perfoclay Ltd. (formerly known as Ashapura Volclay Ltd.) completed its two phase capacity expansion in the financial year, making the largest single location Bleaching Clay processing complex in the world. The Company, exhibited a marginal decline of 2% in its revenues on account of the volatility in the edible oil markets which consume the Company's premium Bleaching Clay.

The other overseas subsidiaries and joint ventures of the Company in Belgium, UAE and Oman exhibited modest increases in revenues and profits.

Pursuant to Section 129(3) of the Companies Act, 2013 read with Rule 5 of the Companies (Accounts) Rules, 2014, the statement containing salient features of the financial statements of the Company's Subsidiaries', Associates' and Joint Ventures (in Form AOC-1) is attached to the financial statements. (Refer Page No. 118)

CONSOLIDATED FINANCIAL STATEMENTS:

In accordance with the Accounting Standard (AS)-21 on Consolidated Financial Statements read with AS-23 on Accounting for Investments in Associates and AS-27 on Financial Reporting of Interests in Joint Ventures, the Audited Consolidated Financial Statement is provided in the Annual Report.

COMPANY'S REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

Based on the Audited Financial Accounts for the year ended 31st March, 2011, the Board for Industrial & Financial Reconstruction (BIFR) vide its order dated 20th March, 2012 declared your Company as 'Sick Company' under Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

Consequently, the BIFR Bench appointed Bank of India as Operating Agency (OA) with directions to submit Draft Rehabilitation Scheme (DRS). Based on the various meetings with the Operating Agency and subsequent revisions, your Company has presented a revised Draft Rehabilitation Scheme (DRS) and the same is under discussion amongst various concerned lenders for finalization.

Pending the finalization of DRS, the Company is keen to arrive at an arrangement with lenders/creditors and accordingly, the Company in consultation/concurrence with BIFR, has initiated discussions/negotiations with all financial institutions/banks and have restructured/settled with majority of the lenders. Similarly, discussions are also held with other major creditors which are yet to be concluded.

STATUS OF THE PENDING LITIGATIONS:

1. SHIPPING MATTERS:

The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [1] I.H.X. (UK) Ltd. [2] Eitzen Bulk A/s and [3] Armada Singapore Pte Ltd.

In case of the above shipping companies, the Company is facing applications for enforcement of ex-parte Foreign Awards passed in respect of three Contracts of Affreightment in the Bombay High Court filed for approx. US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavily exaggerated, the Company has much prior in time filed an application for enforcement of award, initiated legal proceedings against the alleged arbitration award in the Civil Court at Jam-Khambhaliya, Gujarat on the ground of opposed to the Public Policy of India. The Application filed by the Company challenging the foreign awards stands upheld in the Court of Law.

Matters are also pending in Bombay High Court, Gujarat High Court and Supreme Court apart from District Court at Khambhaliya.

2. FOREX DERIVATIVES:

In case of Forex Derivatives Contracts, the Company has taken legal opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts.

The Company has approached the Bankers and has successfully settled the claims amicably with most of the bankers.

MATERIAL CHANGES AND COMMITMENTS AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN 31st MARCH, 2015 AND 5th AUGUST, 2015 (DATE OF THE REPORT):

During the year under review, there were no material changes and commitments affecting the financial position of the Company between the end of the financial year and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS BY THE REGULATIONS:

During the year under review, no significant material orders were passed by the regulators or courts or tribunals impacting the going concern status and the Company's operations.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on 'Corporate Governance' along with the Certificate from M/s. Sanghavi & Co., Chartered Accountants regarding its compliance and 'Management Discussion and Analysis' as stipulated by Clause 49 of the Listing Agreement are set out separately which forms part of this Annual Report.

DIRECTORS' RESPONSIBILITY STATEMENT:

In pursuance of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the Loss of the Company for that period;

(c) the directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(d) the directors had prepared the annual accounts on a going concern basis;

(e) the directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively.

(f) the directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

Re-structuring of the Board of Directors:

i. The term of office of Late Shri Navnitlal Shah as an Executive Chairman of the Company was due for renewal at the close of office hours on 30th September, 2014. Since there was no formal communication from the Chairman's office expressing his intention to continue as an Executive Chairman of the Company; also considering his age and health conditions and in the best interest of the Company, the Board of Directors, after considering the recommendations of the Nomination and Remuneration Committee, thought it advisable to relieve him from his duties as an Executive Chairman of the Company and also thought it fit; not to renew his agreement for the said position. However, he was to continue as a Non-Executive Director on the Board of the Company w.e.f. 1st October, 2014.

Further, due to his inability to attend to his office and/or any of the meetings of the Board of Directors of the Company his office of Director stood automatically vacated in terms of the provisions of Section 167(1)(b) of the Companies Act, 2013.

Your Board of Directors with deep regret inform you that Late Shri Navnitlal Shah, Promoter and Ex-Chairman of Ashapura Minechem Limited expired on 30th June, 2015. The Ashapura family and the Board of Directors place on record their sincere gratitude & appreciation for his visionary role and efforts in building the "Ashapura" Group.

ii. The term of office of Shri Chetan Shah as a Managing Director of the Company was also due for renewal at the close of office hours on 30th September, 2014. The Board of Directors, after taking into considering the recommendations of Nomination & Remuneration Committee consented to the request of Shri Chetan Shah for not opting to renew his agreement for the position of Managing Director. However, it was noted that he too would continue to remain on the Board of the Company as a Non-Executive Director.

The Independent Directors having taken on record the vacation of office of Late Shri Navnitlal Shah from the Directorship of the Company opined that the Company and its Management would need an experienced and visionary guide for mentoring and guiding the Group. Considering the need and the turn of events, it was proposed that Shri Chetan Shah should occupy the position of 'Chairman - Emeritus' for the Group (i.e. Non-Executive Chairman) and accordingly he was appointed as Chairman (Non-Executive) of the Group.

iii. The Board of Directors of the Company at its meeting held on 29th September, 2014 appointed Shri Rajnikant Pajwani as an Additional Director w.e.f. 1st October, 2014 and further, on the recommendation of the Nomination & Remuneration Committee, appointed him as 'Whole Time Director & Chief Executive Officer' of the Company for a period of 3 years w.e.f. 1st October, 2014 and also approved payment of his remuneration. The Members of the Company, by passing Ordinary Resolution by way of a Postal ballot, result of which was declared on 1st December, 2014, approved his appointment as a Director under the provisions of Section 152 of the Companies Act, 2013 and also his appointment as a Whole Time Director of the Company for period of 3 years in terms of the provisions of Section 196 of the Act including the terms & conditions of his appointment including remuneration.

Appointment of a Woman Director:

The Company being declared financially 'SICK' found it very difficult to induct able and willing candidates to hold fiduciary positions including that of a woman director. Despite its sincere efforts, the Company was unable to appoint a woman director within the stipulated time limit and was penalised for the default. The Company duly submitted its case for consideration with the Stock Exchanges and paid the penalty under protest.

After being persistent, the Company manage to persuade Smt. Navita Gaiha, a prominent lawyer to take up Directorship as an Additional director (Independent Director) and was co-opted by the Board of Directors at their meeting held on 5th August, 2015 subject to the approval of shareholders at the ensuing Annual General Meeting, as required under the provisions of the Companies Act, 2013 and the Clause 49 of the Listing Agreement entered into with the Stock Exchanges.

The relevant details of Smt. Navita Gaiha as required pursuant provisions of the Companies Act and the Listing Agreement are furnished in "Annexure - 1" of the Notice of the ensuing Annual General Meeting.

Retire by Rotation:

In accordance with the provisions of the Act and the Articles of Association of the Company, Shri Chetan Shah, Director of the Company, retires by rotation at the ensuing Annual General Meeting and being eligible has offered himself for re-appointment. The relevant details of Shri Chetan Shah as required pursuant to the provisions of the Companies Act and the Listing Agreement are furnished in "Annexure - 1" of the Notice of the ensuing Annual General Meeting.

Declaration by Independent Director:

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Companies Act, 2013 and Clause 49 of the Listing Agreement with the Stock Exchanges.

Appointment of Key Managerial Personnel:

During the year under review, the Company has appointed the following persons as Key Managerial Personnel of the Company pursuant to Sections 2(51) and 203 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014:

1. Shri Rajnikant Pajwani - Whole Time Director & Chief Executive Officer

2. Shri Sachin Polke - Company Secretary & Vice President

During the year under review, the following Executives are recognized as a whole-time Key Managerial Personnel (KMP) of the Company to perform such duties/functions as may be assigned to them under their prescribed designation and/or generally and specifically assigned to them by the Board of Directors and/or its Committee from time to time:

1. Shri Vipul Saxena - Vice President – HR

2. Smt. Surekha Sathe - Vice President – IT

3. Shri Ashish Desai - Sr. General Manager – Accounts

4. Shri Ajay Phalod - Sr. General Manager – Corporate Finance

5. Smt. Harsha Joshi - General Manager – Taxation & Internal Control

BOARD EVALUATION:

The Company through its Nomination & Remuneration Committee has devised Performance Evaluation Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which include criteria for performance evaluation of the non-executive directors and executive directors.

Pursuant to the provisions of the Act and Clause 49 of the Listing Agreement, the Board has carried out an annual evaluation of its own performance, performance of the Directors as well as the evaluation of the working of its Committees.

The Board's functioning was evaluated on various aspects, including inter-alia degree of fulfilment of key responsibilities, Board structure and composition, establishment and delineation of responsibilities to various Committees, effectiveness of Board processes, information and functioning.

Directors were evaluated on aspects such as attendance and contribution at Board/ Committee Meetings and guidance/ support to the management outside Board/ Committee Meetings. Areas on which the Committees of the Board were assessed included degree of fulfilment of key responsibilities, adequacy of Committee composition and effectiveness of meetings.

The performance evaluation of the Independent Directors was carried out by the entire Board, excluding the Director being evaluated. The performance evaluation of the Whole-time Director and the Non-Independent Directors were carried out by the Independent Directors who also reviewed the performance of the Board as a whole. The Nomination and Remuneration Committee also reviewed the performance of the Board, its Committees and of the Directors.

NOMINATION & REMUNERATION POLICY:

In accordance with Section 178 of the Companies Act, 2013 read with the Rules issued thereunder and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 13th November, 2014, on the recommendations of the Nomination & Remuneration Committee, formulated the Nomination & Remuneration Policy of your Company. The salient aspects covered in the Nomination & Remuneration Policy, covering the policy on appointment and remuneration of Directors and other matters have been outlined in the Corporate Governance Report which forms part of this Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES:

The information required under Section 197 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of Directors/ employees of your Company is set out in "Annexure A" to this Report.

MEETINGS OF THE BOARD:

During the year under review, 6 (six) meetings of the Board of Directors were held. The details of the meetings are provided in the Report on Corporate Governance (Please refer Page no. 38).

AUDIT COMMITTEE:

The Company has an Audit Committee of the Board of Directors in place. The terms of reference of the Audit Committee are in line with Section 177 of the Companies Act, 2013 read with Companies (Meetings of Board and its Powers) Rules, 2014 and Clause 49 of the Listing Agreement. Detailed information pertaining to Audit Committee has been provided in the Corporate Governance Report, which forms part of this Annual Report.

AUDITORS AND AUDITORS' REPORT:

Statutory Auditors

M/s. Sanghavi & Co., Chartered Accountants were appointed as the Statutory Auditors of the Company to hold office till the conclusion of the 36th Annual General Meeting to be held in the year 2017. In terms of the first proviso to Section 139 of the Companies Act, 2013, the appointment of Auditors shall be placed at every Annual General Meeting for ratification. The Company has received confirmation from them to the effect that if they are reappointed it would be in accordance with the provisions of Section 141 of the Companies Act, 2013. As required under Clause 41 of the Listing Agreement, the Auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

Accordingly, the appointment of M/s. Sanghavi & Co., Chartered Accountants, as Statutory Auditors of the Company is placed for ratification by the Shareholders at the ensuing Annual General Meeting.

Auditors' Observations

The observations made by Auditors in the Annexure to Auditors' Report are self explanatory and need not require any further clarification.

Branch Auditors

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 143(8) of the Companies Act, 2013 hold their office till the conclusion of the ensuing Annual General Meeting.

In view of the provisions of Section 143(8) read with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. B. Purushottam & Co., Chartered Accountants, Chennai as Branch Auditors to conduct the audit of the Company's branches at Chennai, Kodur and Trivendrum for the financial year 2015-2016.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, as amended from time to time, the Board of Directors has, on recommendation of the Audit Committee, appointed M/s. S. K. Rajani & Co., Cost Accountants as the Cost Auditor of the Company to conduct audit of the Company's Cost Accounting Records in respect of the products of the Company viz. Bentonite & allied Minerals, Kaolin & Bauxite (CETA CH. 25, 26 & 38) for the financial year 2015-2016 at the remuneration of Rs. 2,00,000/- (Rupees Two Lacs only) per annum plus reimbursement of actual travel & out of pocket expenses. As per the provisions of the Companies Act, 2013, a resolution seeking approval of the Members for the remuneration payable to the Cost Auditors forms part of the Notice convening Annual General Meeting.

The Cost Audit Report for the financial year 2013-2014 was filed with the Ministry of Corporate Affairs on 9th February, 2015.

Secretarial Auditors

Pursuant to provisions of Section 204 of the Companies Act, 2013 read with Rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, your Company engaged the services of Shri. Virendra G. Bhatt, Company Secretary in Practice, Mumbai to conduct the Secretarial Audit of the Company for the financial year ended 31st March, 2015.

The Secretarial Audit Report (in Form MR-3) is attached as "Annexure B" to this Report.

Secretarial Auditors Observations:

1. Your Directors would like to bring to the notice of the Members that being declared as a 'Sick Company' by the Board for Industrial & Financial Reconstruction (BIFR), it is finding difficult to induct able and willing candidates to hold fiduciary positions including that of the Woman Director and Chief Financial Officer (CFO) i.e. Key Managerial Personnel as required under the provisions of the Companies Act, 2013.

The Board of Directors of the Company at their meeting held on 5th August, 2015 have co-opted Smt. Navita Gaiha as an Additional Director (Independent Director), pursuant to provisions of Section 149 of Companies Act, 2013 and in terms of Cause 49 of the Listing Agreement for a period of 5 years subject to the approval of Shareholders.

Also, pending the appointment of 'CFO', the Board of Directors have recognized Shri Ajay Phalod, Sr. General Manager - Corporate Finance and Shri Ashish Desai, Sr. General Manager - Accounts as a whole time Key Manegerial Personnel to perform such duties/functions as may be generally performed by the Chief Financial Officer (CFO).

2. As regard filing of 'Form D' pursuant to SEBI (Prohibition of Insider Trading) Regulation and MGT-10 pursuant to the companies Act, 2013, it was informed by the Promoter that the said shares were tranfered inter-se Promoter Group and as such no disclosure was made. However, upon professional advice, the Promoter Group Members recently filed the disclosure with the relevant authorities & with the Company.

INTERNAL CONTROL SYSTEM & THIER ADEQUACY:

The Company has an adequate Internal Control System commensurate with the size, scale and nature of its operation. The Audit Committee reviews the adequacy and effectiveness of Internal Control System.

The Company has appointed the Chartered Accountants Firm as its Internal Auditors which carries out the periodic audit as per the Scope of Work approved by the Audit Committee. The Audit Committee of the Board of Directors of the Company periodically reviews the Internal Audit Reports submitted by the Internal Auditors. Internal Audit observations and corrective action taken by the Management are presented to the Audit Committee. The status of implementation of the recommendations are reviewed by the Audit Committee on a regular basis and concerns, if any, are reported to the Board. The Company is taking due action to ensure that the Internal Control is strengthened in all the areas of operations.

CORPORATE SOCIAL RESPONSIBILITY:

The Board of Directors at its meeting held on 13th November, 2014 approved the Corporate Social Responsibility (CSR) Policy for your Company pursuant to the provisions of Section 135 of the Companies Act, 2013 read with the Companies (Corporate Social Responsibility Policy) Rules, 2014, on the recommendations of the Corporate Social Responsibility Committee. The CSR Policy lays down the guideline principles for social welfare programs/projects initiated by the Ashapura Group through its Trusts/Foundation for the benefit of different segments of the society, specifically the deprived, underprivileged and differently abled persons. The policy is available on the website of the Company.

The Company to the best of its ability continues to fund its Corporate Social Responsibility initiatives and projects; however on account of its insufficient Net Worth and its continued reference to the Board for Industrial and Financial Reconstruction, the Company has been unable to specifically make a provision for Corporate Social Responsibility.

VIGIL MECHANISM- WHISTLE BLOWER POLICY:

Your Company is committed to conducting its business in accordance with applicable laws, rules and regulations and believes in conducting its business in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behaviour.

Accordingly, the Board of Directors have formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The Policy has been formulated with an objective to build and strengthen a culture of transparency and trust within the Company and to provide a framework to its directors and employees for responsible and secure reporting of improper activities (whistle blowing); and also to provide for adequate safeguards against victimization of directors/employees, who avail of the mechanism; and for direct access to the Chairman of the Audit Committee. More details on the Vigil Mechanism and the Whistle Blower Policy of your Company have been outlined in the Corporate Governance Report which forms part of this report.

RISK MANAGMENT POLICY:

The Board of Directors of your Company has laid down a Risk Management Policy for the Company that identifies elements of risks inherent to the business and have entrusted on Audit Committee the responsibility of reviewing the said policy.

RELATED PARTY TRANSACTIONS:

All contracts/arrangements/transactions entered by the Company during the financial year under review with the Related Parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract/arrangement/transaction with the Related Parties which could be considered material in accordance with the Policy of the Company on Related Party Transactions. In view thereof, the disclosure in Form AOC-2 is not required to be provided.

The Company places all Related Party Transactions before the Audit Committee and also before the Board of Directors for approval on quarterly basis. The omnibus approval was obtained from the Audit Committee in respect of transactions which are of repetitive in nature in accordance with the Policy on Related Party Transactions of the Company. The Audit Committee also reviewed the details of such Related Party Transactions entered into by the Company pursuant to each of the omnibus approval given on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors of the Company is available on the website of the Company www.ashapura.com.

Your Directors draw attention of the members to Note no. 40 to the financial statement which sets out related party disclosures.

PARTICULARS OF LOANS GIVEN, INVESTMENTS MADE, GUARANTEES GIVEN AND SECURITIES PROVIDED:

Particulars of loans given, investments made, guarantees given and securities provided in accordance with the provisions of Section 186 of the Companies Act, 2013 are given in the Notes to Financial Statements (Please refer to Note no. 39).

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars relating to conservation of energy, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under the Act, are provided in "Annexure C" to this Report.

EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return of the Company in Form MGT-9 as provided under Section 92(3) of the Companies Act, 2013 is annexed herewith as "Annexure D" to this Report.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, Government & Government agencies and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- Sd/-

CHETAN SHAH RAJNIKANT PAJWANI

CHAIRMAN (NON-EXECUTIVE) WHOLE-TIME DIRECTOR & CEO

Place: Mumbai

Date : 5thAugust, 2015

---

Mar 31, 2014

Dear Members,

The Directors present the Thirty Third Annual Report of the Company together with the Annual Statements of Accounts (Standalone & Consolidated) for the year ended 31st March, 2014.

FINANCIAL RESULTS AND PERFORMANCE:

Ashapura Minechem Ltd. (Rs. in Lacs) 2013-2014 2012-2013

Net Sales / Income from Operations 66,363.60 47,846.70

Less: Total Expenditure 57,070.13 44,171.48

Profit /(Loss) from Operations before

Dep., Other Income and Exceptional Items 9,293.47 3,675.22

Less: Depreciation 1,116.44 1,145.43 Profit /(Loss) from Operations before

Other Income and Exceptional Items 8,177.03 2,529.79

Add: Other Income 830.77 999.71 Profit/(Loss) before Exceptional and

Extra-ordinary Items and Tax 9,007.80 3,529.51

Exceptional Items 5,118.88 (285.71)

Extra-ordinary Items - -

Profit /(Loss) before Tax 14,126.68 3,243.80 Tax Expenses

Current Tax - -

Earlier Year''s Tax - (4.78)

Deferred - -

Net Profit / (Loss) 14,126.68 3,239.02

Minority Interest - -

Share of Profit/(Loss) in Associate Company - -

Net Profit / (Loss) of the Group 14,126.68 3,239.02

Consolidated (Rs. in Lacs) 2013-2014 2012-2013

Net Sales / Income from Operations 1,08,322.07 77,191.85

Less: Total Expenditure 93,366.10 70,364.42

Profit /(Loss) from Operations before

Dep., Other Income and Exceptional Items 14,955.97 6,827.43

Less: Depreciation 2,568.09 2,579.64 Profit /(Loss) from Operations before

Other Income and Exceptional Items 12,387.88 4,247.79

Add: Other Income 566.02 1,437.57 Profit/(Loss) before Exceptional and

Extra-ordinary Items and Tax 12,953.90 5,685.36

Exceptional Items 5,453.14 (725.31)

Extra-ordinary Items - -

Profit /(Loss) before Tax 18,407.04 4,960.05 Tax Expenses

Current Tax 924.15 641.15

Earlier Year''s Tax (85.38) (81.74)

Deferred 150.86 9.38

Net Profit / (Loss) 17,417.41 4,391.26

Minority Interest (1.00) (0.87)

Share of Profit/(Loss) in Associate Company 4.71 23.94

Net Profit / (Loss) of the Group 17,421.12 4,414.33



During the year under review, the stand-alone sales/income from operations for the year ended 31st March, 2014 stood at Rs. 66,364 Lacs as against Rs. 47,847 Lacs in the previous year. The net profit of the Company stood at Rs. 14,127 Lacs as against Rs. 3,239 Lacs in the previous year.

In respect of consolidated accounts, the sales/income from operations stood at Rs. 1,08,322 Lacs as against Rs. 77,192 Lacs in the previous year and the net profit stood at Rs. 17,421 Lacs for the year ended 31st March, 2014 as against Rs. 4,414 Lacs in the previous year.

DIVIDEND:

Considering the state of affairs of the Company, your Directors have not recommended any Dividend for the financial year 2013- 2014.

REVIEW OF OPERATIONS:

In the financial year 2013-2014, your Company was able to continue with the sale of Bauxite from Gujarat based on the ad-interim relief granted to certain mine owners by the Hon. Supreme Court. The continued sale of Bauxite allowed the Company to increase its revenue from operations to Rs. 66,364 Lacs on a stand-alone basis by about 39% higher as compared to the previous financial year;

similarly, the consolidated revenues from operations increased by around 40%. Your Company''s profit after tax (before extraordinary items) rose to Rs. 9,008 Lacs on a standalone basis and to Rs. 11,964 Lacs (before extraordinary items) on a consolidated basis.

Amongst the segments of your Company''s multi-mineral portfolio, revenues from Bentonite were steady, despite a muted foundry - auto ancillary growth in the financial year. Revenues from minerals such as Kaolin, Barites and Attapulgite grew on account of the versatility of their usage and of their markets.

Your Company along with its subsidiaries continues to be one of the most integrated players in the ''Industrial Minerals'' business of India. Its minerals namely Bauxite, Bentonite, Barites, Kaolin, Attapulgite and value added offerings namely Calcined Bauxite, Bleaching Clay, Mullite, Chamotte are used in several industries like manufacturing of aluminium metal, cement, iron ore pellatization, foundries, oil well drilling, paper, paints, edible oil purification, castables and hydraulic fracturing, etc.

During the year under review, the Company has inducted new value added products in its portfolio such as Mullite and Chamotte; these new offerings are a result of your Company''s persistent efforts at market and industry diversification, supported by years of research and resource development. Your Company with an increased thrust towards the increasing processing capabilities at Bhuj, commissioned a satellite unit at Hamla, Bhuj for processing Bentonite this year; as a part of the initiative, your Company also increased its Kaolin processing capacity in Bhuj with a corresponding temporary stoppage of Kaolin processing at Kerala.

Your company stays committed to settle and payout reasonable and like-minded lenders and claimants; over the last few years the Company has entered into settlements with a substantial part of its secured lenders and other claimants. While on the other hand the Company continues to contest the frivolous claims of shipping companies and certain other claimants at the appropriate legal forums.

During the year under review, AMCOL''s stake in your flagship Company Ashapura Minechem Ltd. was bought over by Foreign Institutional Investors.

SUBSIDIARIES AND JOINT VENTURES:

The principal subsidiaries and joint ventures of the Company showed promising growth.

Ashapura International Ltd. which mainly caters to the Bentonite business showed a minor reduction of 7% despite a slowdown in the foundry industry, however there was a substantial increase of about 41% in its after tax profits due to selective marketing and cost rationalization.

Bombay Minerals Ltd. which sells Bauxite and its value added derivative Calcined Bauxite had a 2 times revenue multiple as compared to the previous year on account of the continuing supply of Bauxite and High Grade Bauxite on account of the ad-interim order of the Supreme Court. In November 2013, Bombay Minerals Ltd., took the opportunity to obtain an 18% stake in Orient Abrasives Ltd., a Company with Bauxite reserves engaged in a similar line of business having operational synergies with Bombay Minerals Ltd.

Ashapura Volclay Ltd. (soon to be renamed) is one of the Company''s tenured joint ventures and a market leader in Bleaching Clay. During the year under review, the stake of Volclay International Corporation (Subsidiary Company of AMCOL) in the Company was bought over by CIF AVL Investment Holdings Ltd. (wholly owned subsidiary of Cistenique Investment Fund B. V.), a reputed strategic investment and private equity fund specializing in emerging markets. The Company, during the year, exhibited a 25% increase in revenues on account of optimal capacity utilization. The Company has grown from strength to strength; within 12 years of its inception, Company''s Bleaching Clay Processing Complex at Ler is today the world''s largest single location Bleaching Clay manufacturing facility and is the third largest Bleaching Clay producer globally. By 2015, the Company will have completed a two phase capacity expansion taking the Company''s capacity to 144,000 tons which would be six times the original capacity installed at its inception in 2002.

The other overseas subsidiaries and joint ventures of the Company in Belgium, UAE and Oman exhibited modest increases in revenues and profits. The Company''s stake in Malaysian Joint Venture Company viz. Hudson MPA SDN BHD was transferred to its wholly owned subsidiary situated at United Arab Emirates (UAE).

SUBSIDIARIES:

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its General Circular No. 2 & 3 dated 8th February, 2011 and 21st February, 2011, respectively, has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. However, some key information on the financial details of the subsidiary companies for the financial year ended 31st March, 2014 is contained in the Annual Report.

The Annual Accounts of these subsidiaries along with the related information will be made available for inspection at the Company''s registered office and copies will be provided to the any member of the Company who may be interested in obtaining the same.

COMPANY''S REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

Based on the Audited Financial Accounts for the year ended 31st March, 2011, the Board for Industrial & Financial Reconstruction (BIFR) vide its order dated 20th March, 2012 declared your Company as ''Sick Company'' under Section 3(1)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

Consequently, the BIFR Bench appointed Bank of India as Operating Agency with directions to submit Draft Rehabilitation Scheme (DRS). Based on the various meetings with the Operating Agency and subsequent revisions, your Company has presented a revised Draft Rehabilitation Scheme (DRS) and the same is under discussion amongst various concerned lenders for finalization.

CHANGES IN SHARE CAPITAL OF THE COMPANY ON CONVERSION OF WARRANTS INTO EQUITY SHARES:

Pursuant to the resolution passed by the shareholders of the Company through Postal Ballot process on 5th December, 2012, the Committee of Directors had at its meeting held on 26th December, 2012, allotted 40,00,000 equity shares and 40,00,000 convertible warrants of the face value of Rs. 2/- each to warrant holder viz. Ashapura Industrial Finance Limited, a Promoter Group Entity for which the Company received consideration mentioned herein below:

1. 100% for equity shares

2. 25% at the time of allotment of the convertible warrants (balance consideration to be received as and when the warrant holder exercises its conversion rights).

During the year under review, the said warrant holder viz. Ashapura Industrial Finance Limited decided to exercise its conversion rights and submitted Warrant Exercise Application Form along with the balance 75% consideration. Accordingly, the Committee of Directors at its meeting held on 25th March, 2014 approved the conversion of 40,00,000 warrants into equity shares and alloted 40,00,000 equity shares of the face value of Rs. 2/- each to Ashapura Industrial Finance Limited.

As a result of the above allotment, the paid-up equity share capital of the Company was increased from Rs. 16,59,72,196/- (comprising of 8,29,86,098 equity shares of Rs. 2/- each as on 31st March, 2013) to Rs. 17,39,72,196/- (comprising of 8,69,86,098 equity shares of Rs. 2/- each as on 31st March, 2014).

STATUS OF THE PENDING LITIGATIONS:

a) The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [1] British Marine PLC [2] I.H.X. (UK) Ltd. [3] Eitzen Bulk A/s and [4] Armada Singapore Pte Ltd.

The Company has successfully settled the claims with British Marine Plc. In case of the other shipping companies, the Company is facing applications for enforcement of ex-parte awards passed in respect of three Contracts of Affreightment in the Bombay High Court filed by remaining shipping companies for approx. US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavily exaggerated, the Company has much prior in time filed an application for enforcement of award, initiated legal proceedings against the alleged arbitration award in the Civil Court at Jam-Khambhaliya, Gujarat on the ground of opposed to the Public Policy of India. The Application filed by the Company challenging the foreign awards stands upheld in the Court of Law.

b) In case of Forex Derivatives Contracts, the Company has taken legal opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts. The Company has been defending the legal claim made by a few of the bankers. In light of the recently concluded court cases, the Company has approached the bankers to settle the claims amicably.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

A report on, ''Corporate Governance'' along with the Certificate from M/s. Sanghavi & Co., Chartered Accountant regarding its compliance and ''Management Discussion and Analysis'' as stipulated by Clause 49 of the Listing Agreement are set out separately which forms part of this Annual Report.

DIRECTORS:

Appointment of Independent Directors:

Shri Ashok Kadakia, Shri Harish Motiwalla and Shri Abhilash Munsif, Non-Executive Independent Directors of the Company whose period of office is liable to retirement by rotation, are being appointed as Independent Directors of the Company, not liable to retire by rotation, pursuant to the provisions of Section 149 of the Companies Act, 2013, and shall hold office for a period of 5 (five) consecutive years from conclusion of the ensuing Annual General Meeting.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under Section 149(6) of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Retire By Rotation:

In order to comply with the provisions of Companies Act, 2013, Shri Chetan Shah, Managing Director of the Company, shall retire by rotation at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Withdrawal of Nomination by Exim Bank:

The nomination of Shri Rajendra Khanna on the Board of the Company was withdrawn by Export Import Bank of India (EXIM Bank) as on 31st December, 2013. The Board places on record its appreciation for the contribution made by him during his tenure as such, with the Company.

Brief details of Directors proposed to be appointed/re-appointed as required under Clause 49 of the Listing Agreement are provided in the Notice of Annual General Meeting.

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31st March, 2014, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31st March, 2014 and of the Profit for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 31st March, 2014, have been prepared on a ''going concern'' basis.

STATUTORY INFORMATION:

The information in accordance with the provisions of Section 217 (1)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is set out in the statement annexed hereto (Annexure I) and forms part of this Report.

The information in accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given, as there are no employees employed during the year or part thereof as required under Section 217(2A).

Your Company has not accepted any Fixed Deposits during the year under review.

LISTING ON STOCK EXCHANGES:

Your Company''s equity shares are listed at the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the annual listing fees have been paid to each of these Exchanges.

AUDITORS:

M/s. Sanghavi and Co., Chartered Accountants (Registration No. 109099W), who are the Statutory Auditors of the Company, hold their office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment.

In view of the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. Sanghavi and Co., as the Statutory Auditors of the Company from the conclusion of the ensuing Annual General Meeting till the conclusion of the Thirty Sixth Annual General Meeting to be held in the year 2017, subject to ratification of their appointment at every Annual General Meeting.

The Company has obtained a written consent and a certificate from them to the effect that their appointment, if made, would be in accordance with Section 139(1) of the Companies Act, 2013 and the rules framed thereunder, as may be applicable. The Company has also received copy of the Peer Review Certificate as received by the Auditors from the Institute of Chartered Accountants of India.

AUDITORS'' OBSERVATION:

* In reference to the observation made by Auditors in their Report for the Fraud on the Company, the Management states that the Company has terimnated the said employee from the services and filed a complaint against him with EOW (Economic Offence Wing) and subsequently a FIR has been registered.

* Other observations made by Auditors in their Report are self-explanatory and does not require any further clarifications. BRANCH AUDITORS:

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 228 of the Companies Act, 1956, hold their office till the conclusion of the ensuing Annual General Meeting.

In view of the provisions of Section 143(8) read with the provisions of Section 139 of the Companies Act, 2013 and the Rules framed thereunder, it is proposed to appoint M/s. B. Purushottam & Co., Chartered Accountants, Chennai as Branch Auditors to conduct the audit of the Company''s branches at Chennai, Kodur and Trivendrum for the financial year 2014-2015.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956, and in terms of circular No. 52/10/CAB-2010 issued by the Ministry of Corporate Affairs (MCA) dated 30th June, 2011 and with the prior approval of the Central Government, M/s. S. K. Rajani & Co., Cost Accountants, were appointed to conduct audit of cost records of Bauxite, Calcined Bauxite, Bleaching Clay, Bentonite & Allied Minerals and Kaolin for the year ended 31stMarch, 2014.

In view of the provisions of Section 148 of the Companies Act, 2013 and rules framed thereunder, M/s. S. K. Rajani & Co., Cost Accountants, is appointed to conduct audit of cost records of Bauxite, Bentonite & Allied Minerals and Kaolin for the year ended 31st March, 2015, at such remuneration which is subject to ratification at the ensuing Annual General Meeting.

CORPORATE SOCIAL RESPONSIBILITY (CSR):

Your Company has always been undertaking CSR activities on significant scale, through a Trust instituted by the group, upholding the belief that success comes with responsibility, so we take care to reinvest in protecting and developing the communities within which we operate.

The vision of Ashapura Group''s CSR activities is to make sustainable impact on the human development of underprivileged communities through initiatives in Education, Health and Livelihoods.

Your Company has initiated appropriate steps for complying with the provisions in relation to Corporate Social Responsibility as required under the Companies Act, 2013.

ACKNOWLEDGEMENT:

Your Directors wish to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, customers, Government & Government agencies and all other business associates for the continuous support given by them to the Company and their confidence in its management during the year under review and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

Sd/- Sd/- Ashok Kadakia Harish Motiwalla Audit Committee Chairman Director & Director

Place: Mumbai Date: 13th August, 2014

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Mar 31, 2013

To The Members,

The Directors present the Thirty Second Annual Report of the Company together with the Annual Statements of Accounts (Standalone & Consolidated) for the year ended 31st March, 2013.

FINANCIAL RESULTS AND PERFORMANCE:

Ashapura Minechem Ltd. Consolidated (Rs.in Lacs) (Rs. in Lacs) 2012-2013 2011-2012 2012-2013 2011-2012

Net Sales/ Income from Operations 42,764.22 65,259 99

Less: Total Expenditure 44,171.48 42,124.20 70,364.42 63,232.93

Profit/Loss) from Operations before Dep. Other Income and Exceptional Items 3,675.22 640.02 6,827.43 2,027.06

Less: Depreciation (1,145.43) (1,091.23) (2,579.64) 2,791.27

Profit /(Loss) from Operations before

Other Income and Exceptional Items 2,529.79 (451.21) 4,247.79 (764.21)

Add: Other Income 999.71 1,333.85 1,437.57 1,116.18

Profit/(Loss) before Exceptional and

Extra-ordinary Items and Tax 3,529.51 882.64 5,685.36 351.97

Exceptional Items (285.71) (226.40) (725.31) (3,170.79)

Extra-ordinary Items

Profit/(Loss) before Tax 3,243.80 656.24 4,960.05 (2,818.82)

Tax Expenses

Current Tax 641.15 549.48

Earlier Year''s Tax (4.78) (4.56) (81.74) (14.40)

Deferred 9.38 16.02

Net Profit / (Loss) 3,239.02 660.81 4,391.26 (3,369.92)

Minority Interest (0.87) (0.63)

Share of Profit/ (Loss) in Associate Company 23.94 6.16

Net Profit/ (Loss) of the Group 660.81 (3,364.39)

During the year under review, the Stand-alone sales/income from operations for the year ended 31" March, 2013 stood at X. 47,847 Lacs as against ^. 42,764 Lacs in the previous year. The net profit of the Company stood at ^. 3,239 Lacs as against 66 I Lacs in the previous year.

In respect of Consolidated Accounts, the sales/income from operations stood at X. 77,192 Lacs as against ^ 65,260 Lacs in the previous year and the net profit stood at ^. 4,414 Lacs for the year ended 3 Ist March, 20 I 3 as against the net loss of ^ 3,364 in the previous year.

DIVIDEND

Considering the state of affairs of the Company and in view of the accumulated losses, your Directors have not recommended any Dividend for the financial year 2012-2013.

REVIEW OF OPERATIONS:

In the financial year 2012-2013, your Company got the much awaited push with the ad-interim relief granted by the Hon. Supreme Court, whereby the Government of Gujarat gave conditional permissions in favour of certain mine owners to resume bauxite sales. Accordingly, despite working capital constraints, your Company along with its subsidiaries resumed the export of bauxite. This much awaited and needed boost helped the Company to achieve a good top line with steady profitability. The stand-alone revenue from operations increased by around 12% and stood at ^. 47,847 Lacs. Similary, the consolidated revenue from operations increased by around 18%.

Your Company is one of the most integrated player in the ''Industrial Minerals'' business of India. Moreover, it is persistently working on diversifying and developing its product portfolio by adding more value added products from its mine resources. Bauxite which is an important constituent of the Company''s mineral portfolio is the primary ore for making aluminium metal. It is also used as an additive in the cement industry. Calcined Bauxite which is a value added product of bauxite obtained by calcining (heating) superior grade bauxite at high temperature; is used mainly in steel industry. Simultaneously, the Company is exploring new application of calcined bauxite which is used for road surfacing.

Bentonite which is an another important constituent of the Company''s mineral portfolio is very versatile in its application; it is used in several industries like foundry, iron and ore pallets, oil well drilling, construction, paint, paper etc. During the year under review, iron ore pellets industry experiencing slow down due to deprived economic conditions and low demand for steel and steel products. However, bentonite being used in several industries has diversified advantages and as such a bright outlook is anticipated in the coming years.

SUBSIDIARIES AND JOINT VENTURES:

The principal subsidiaries and joint ventures of the Company showed promising growth. Ashapura International Limited which mainly caters to the bentonite business showed a 45% increase in revenues attributable to a buoyant export demand. Bombay Minerals Limited which sells bauxite and its value added derivative calcined bauxite had a S.S times revenue multiple as compared to the previous year on account of the ad-interim order of the Supreme Court for the resumption of issue of royalty passes for the sale of bauxite.

Ashapura Volclay Limited, one of the Company''s tenured joint ventures and a market leader in bleaching clay exhibited a modest increase in revenues despite structural volatilities in the composition of edible oil consumption in India.

Sohar Ashapura Chemicals LLC, a joint venture company in the Sultante of Oman setup as a mineral processing hub for bentonite, barites, calcium carbonate and kaolin, garnered a significant market share in the region and has generated a modest yet promising profit within its first year of operations.

M. V Asha Prestige, a shipping vessel owned by Ashapura Maritime FZE and operated by Asha Prestige Company (both wholly owned step down subsidiaries of Ashapura Minechem Limited) was sold on account of its operational and economic unviability caused by the prolonged downturn in the shipping industry. Consequently, Asha Prestige Company was wound up.

The other overseas subsidiaries and joint ventures of the Company in Belgium, UAE and Indonesia exhibited resilience in the scale of operations despite freight & foreign exchange volatilities.

COMPANY''S REFERENCE TO BOARD FOR INDUSTRIAL AND FINANCIAL RECONSTRUCTION (BIFR):

Based on the Audited Financial Accounts for the year ended 31st March, 201 I, the Board for Industrial & Financial Reconstruction (BIFR) vide its order dated 20th March, 2012 declared your Company as ''Sick Company'' under Section 3(l)(o) of the Sick Industrial Companies (Special Provisions) Act, 1985.

Consequently, the BIFR Bench appointed Bank of India as Operating Agency with directions to submit Draft Rehabilitation Scheme (DRS). Based on the various meetings with the Operating Agency and subsequent revisions, your Company has presented a revised Draft Rehabilitation Scheme (DRS) and the same is under discussion amongst various concerned lenders for finalization.

PREFERENTIAL ALLOTMENT:

Pursuant to the Special Resolution passed by the Shareholders through postal ballot as on 5,h December, 2012, the duly constituted Committee of Directors has in its meeting held on 26,h December, 2012, allotted 40,00,000 equity shares and 40,00,000 convertible warrants at a price of ^. 36.83 per share/warrant to M/s. Ashapura Industrial Finance Limited, a Promoter Group Entity.

Further, the Company has received X. 184,150,000 upon such allotment of equity shares and convertible warrants till date and the same were utilized for the purpose for which they have been raised i.e. for re-structuring or settlement of loans/liabilities/debts with banks and/or other creditors.

STATUS OF THE PENDING LITIGATIONS:

a) The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [II British Marine PLC [21 I.H.X. (UK) Ltd. [31 Eitzen Bulk A/s and [41 Armada Singapore Pte Ltd.

The Company has successfully settled the claims with British Marine Pic. In case of the other shipping companies, the Company is facing applications for enforcement of ex-parte awards passed in respect of three Contracts of Affreightment in the Bombay High Court filed by remaining shipping companies for approx. US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavily exaggerated, the Company has much prior in time filled an application for enforcement of award, initiated legal proceedings against the alleged arbitration award in the Civil Court at lam-Khambhaliya, Gujarat on the ground of opposed to the Public Policy of India. The Application filled by the Company challenging the foreign awards stands upheld or sustained in the Court of Law.

b) In case of Forex Derivatives Contracts, the Company has taken legal opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts. The Company has been defending the legal claim made by a few of the bankers. In light of the recently concluded court cases, the Company has approached the bankers to settle the claims amicably.

SUBSIDIARIES:

Pursuant to the provisions of Section 212(8) of the Companies Act, 1956, Ministry of Corporate Affairs vide its General Circular No. 2 & 3 dated 8th February, 201 I and 21st February, 201 I, respectively, has granted general exemption from attaching the balance sheet, statement of profit and loss and other documents of the subsidiary companies with the balance sheet of the Company. However, some key information on the financial details of the subsidiary companies for the financial year 31st March, 2013 is contained in the Annual Report.

The Annual Accounts of these subsidiaries along with the related information will be made available for inspection at the Company''s registered office and copies will be provided to the any member of the Company who may be interested in obtaining the same.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report on the operations and the financial position of the Company have been provided in the separate section which forms part of this Annual Report.

CORPORATE GOVERNANCE:

As per Clause 49 VI of the Listing Agreement entered into with the Stock Exchanges, a detailed report on Corporate Governance has been provided in the separate section which forms part of this Annual Report. The Auditors'' Certificate on compliance with the Corporate Governance requirements has also been provided in the same.

DIRECTORS:

Appointment of Special Director:

Pursuant to the powers conferred on the Board for Industrial & Financial Reconstruction under Section 16(4) of the Sick Industrial Companies (Special Provisions) Act, 1985, Shri Arun Chadha has been appointed as a Special Director on the Board of the Company with immediate effect.

Resignation of Director:

Shri Piyush Vora, Director, resigned from the directorship of the Company on account of his pre-occupation and existing commitments w.e.f. Ist October, 2012. The Board of Directors places on record its sincere appreciation for the significant contribution, valuable assistance and guidance provided by him during his tenure as a Director of the Company.

Retire by Rotation:

In accordance with the provisions of Section 256 of the Companies Act, 1956, Shri Ashok Kadakia, Director of your Company is due to retire by rotation and being eligible offers himself for re-appointment. The brief details of him has been provided in the Corporate Governance Report under the heading "Board of Directors".

DIRECTORS'' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 2I7(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31st March, 2013, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 3 Ist March, 2013 and of the Profit of the Company for the year under review; that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 3 Ist March, 2013, have been prepared on a ''going concern'' basis.

STATUTORY INFORMATION:

The information in accordance with the provisions of Section 217 (l)(e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is set out in the statement annexed hereto (Annexure I) and forms part of this Report,

The information in accordance with the provisions of Section 2I7(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, I 975, as amended, is not given, as there are no employees employed during the year or part thereof as required under Section 2I7(2A).

Your Company has not accepted any Fixed Deposits during the year under review. The Company''s equity shares are listed at the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the annual listing fees have been paid to each of these Exchanges.

AUDITORS:

M/s. Sanghavi and Co., Chartered Accountants (Registration No. I09099W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company''s Auditors for the financial year 201 3-2014. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(IB) of the Companies Act, 1956. The Company has also received a copy of the Peer Review Certificate received by the Auditors from the Institute of Chartered Accountants of India.

AUDITORS'' OBSERVATION:

a) In case of interest free loan to wholly owned subsidiary, the Management stated that the said wholly owned subsidiary was incorporated to set up the alumina Project. However, the said project is still in the initial stage of being set-up, which impelled the Parent Company to provide interest free loan.

b) Other observations made by the Auditors in their Report are self-explanatory and need not require any further clarifications.

BRANCH AUDITORS:

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 228 of the Companies Act, I 956, hold their office till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment for Chennai, Kodur and Trivendrum branch offices of the Company for the financial year 2013-2014. The Company has received letter from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(IB) of the Companies Act, 1956.

COST AUDITORS:

Pursuant to the provisions of Section 23 3B of the Companies Act, 1956, and in terms of circular No. 52/I0/CAB-20 10 issued by the MCA dated 30th |une, 201 I and with the prior approval of the Central Government, M/s. S. K. Rajani & Co., Cost Accountants, were appointed to conduct audit of cost records of bauxite, calcined bauxite, bleaching clay, bentonite and allied minerals and kaolin for the year ended 31st March, 2013.

The Cost Audit Report of the Company for the financial year ended 31st March, 2012 was filled on I 5th March, 2013.

ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistance and co-operation received from the financial institutions, banks, employees, investors, clients, other business associates during the year under review.

We also thank all government agencies for their support during the year and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

sd/- sd/-

Navnitlal Shah Chetan Shah

Executive Chairman Managing Director

Place : Mumbai

Date : 8th August, 2013

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Mar 31, 2012

The Directors submit the Annual Report of the Company together with the Audited Statements of Accounts (Standalone & Consolidated) for the year ended 31st March, 2012.

FINANCIAL RESULTS AND PERFORMANCE:

Ashapura Minechem Ltd. Consolidated

(Rs. in Lacs) (Rs. in Lacs)

2011-12 2010-11 2011-12 2010-11

Net Sales / Income from operations 42,764.22 45,080.32 65,259.99 63,562.06

Less: Total Expenditure 42,124.20 44,465.76 63,232.93 60,537.76

Profit /(Loss) from Operations before

Dep., Interest, Other Income and exceptional items 640.02 614.56 2,027.06 3,024.30

Less: Depreciation 1,091.23 1,072.28 2,791.27 2,644.71

Profit /(Loss) from Operations before

Other Income and exceptional items (451.21) (457.72) (764.21) 379.59

Add: Other Income 1,333.85 1,090.28 1,116.18 915.35

Profit /(Loss) before Exceptional and

Extra ordinary Items and tax 882.64 632.56 351.97 1,294.94

Exceptional Items (226.40) (51,202.88) (3,170.79) (51,202.88)

Extra-ordinary Items _ (214.73) _ (214.73)

Profit/(Loss) before tax 656.24 (50,785.05) (2,818.82) (50,122.67)

Tax Expenses

Current Tax — — 549.48 622.66

Earlier Year's Tax (4.56) 151.63 (14.40) 213.36

Deferred — 9,100.00 16.02 9,210.30

Net Profit / (Loss) 660.81 (60,036.68) (3,369.92) (60,168.99)

Minority Interest — — (0.63) (2.02)

Share of Profit/ (Loss) in Associate Company — — 6.16 (35.39)

Net Profit / (Loss) of Group 660.81 (60,036.68) (3,364.39) (60,206.41)

During the year under review the Stand-alone Sales/Income from Operations for the year ended 31 March, 2012 stood at Rs. 42,764.22 Lacs as against Rs. 45,080.32 Lacs in year ended 31st March, 2011. The Net Profit of the Company stood at Rs. 660.81 Lacs.

In respect of Consolidated Accounts, the Sales / Income from Operations stood at Rs. 65,259.99 Lacs & the Net Loss stood at Rs. 3,364.39 Lacs for the year ended 31 March, 2012 which was mainly attributable to increase in Cost of Materials which stood at Rs. 13,572.57 Lacs as against Rs. 8,897.90 Lacs for the year ended 31st March, 2011.

DIVIDEND:

In view of losses incurred, your Directors have not recommended any Dividend for the year 2011-2012.

REVIEW OF OPERATIONS:

The standalone turnover for the year ended 31 March, 2012, stood at 141,881.64 lacs as against 145,198.35 lacs. The turnover for the entire Ashapura Group stood at Rs. 62,809.67 lacs as against Rs. 61,832.25 lacs in the previous year.

The Company has a unique a Muti-Mineral business model wherein each of the Company's Minerals caters to a diverse set of industries. This diversity of users in turn helps spread the industrial & geographical risks associated with the business.

The demand for the Company's Minerals was fairly resilient for a better part of the financial year. Bentonite which is an important constituent of the Company's Mineral portfolio is very versatile in its applications; it is used in iron ore pallatization, foundries, oil well drilling, etc. Value added Bentonite is also used in manufacture of paper and cosmetics. The Company's Bentonite business exhibited a fairly healthy growth over last year on a consolidated basis. Bauxite the other important constituent of the Company's Mineral portfolio is the primary ore for making Aluminium metal. Bauxite is also used as an additive in the Cement industry. Despite the benign metal prices for the second half of the financial year, the prices for Bauxite remained firm.

Bentonite and Bauxite together account for more than two thirds of the Company's revenue on a standalone basis.

The Company sources Barytes and Iron Ore in India and exports them to several countries. Global volatility in both demand and prices coupled with supply constrains restricted the Company's growth in these segments.

Mining being a primary industry, there is generally a time lag between the reflection of an economic acceleration or deceleration on the order book of the Company.

COMPANY'S REFERENCE TO BOARD FOR INDUSTRIAL & FINANCIAL RECONSTRUCTION (BIFR):

Your Company based on the Audited Accounts for the year ended 31 March, 2011, decided to make a reference to Board for Industrial & Financial Reconstruction (BIFR) and as such the same was registered with the BIFR as Case No. 34/2011.

At BIFR, after several hearings & submissions from the Company & other parties, your Company was declared a "SICK" Company U/s. 3(l)(o) of the SICA. Accordingly, the BIFR Bench appointed Bank of India as Operating Agency with directions to submit Draft Rehabilitation Scheme (DRS). The Company is now working on a draft DRS to be circulated to the Bankers for their review & consideration.

SUBSIDIARIES:

a) Bombay Minerals Limited

Bombay Minerals Limited is the wholly-owned subsidiary of your Company. The said Company reported a turnover of Rs.1, 193.38 lacs during the year as compared Rs.12,798.39 lacs in the previous year. The reduction in turnover resulted in net loss of Rs. 51.43 lacs as against net profit of Rs. 375.26 lacs in the previous year.

b) Ashapura International Limited

Ashapura International Limited, the wholly-owned subsidiary of your Company, has performed well during the year under review. The turnover of the said Company doubled during the year under review & stood at Rs. 15,581.16 lacs as against a turnover of Rs. 7,705.96 lacs in the previous year. However, the expenditure also increased in the same proportion which resulted in minimal increase in net profit which stood at Rs. 483.25 lacs as against Rs. 451.91 lacs in the previous year.

c) Ashapura Aluminium Limited

Ashapura Aluminium Limited is the wholly-owned subsidiary of your Company. The said Company is primarily engaged in creating a platform for setting up Alumina Refinery in the Kutch District of Gujarat, based on the in-principle approval received from the Government of Gujarat.

d) Ashapura Claytech Limited

Your Company owns 95.25 percent of the share capital of Ashapura Claytech Ltd. The turnover of the said Company increased by approx. 42 percent and stood at Rs. 649.24 lacs as against turnover of Rs. 457.15 lacs in the previous year. The net profit of the said Company stood at Rs. 13.23 lacs as compared to Rs. 42.54 lacs in the previous year.

e) Ashapura Minechem (UAE) FZE

Ashapura Minechem (UAE) FZE is the wholly-owned subsidiary of your Company established in United Arab Emirates (UAE) and is engaged in the business of import, export and distribution of industrial minerals and other related activities. The turnover of the said Company declined by approx. 52 percent and stood at Rs. 1579.96 lacs (USD 12.15 lacs) as against turnover of approx. Rs. 1149.80 lacs (USD 25.69 lacs) in the previous year. The net loss of the said Company stood at approx. Rs. 3,171.72 lacs (USD 66.45 lacs) as the Company provided for impairment of loss for investment in Joint Venture & advancing of loan to EMO Ashapura Energy & Mining Limited.

f) Ashapura Holdings (UAE) FZE

The said Company is a wholly-owned subsidiary of Ashapura Minechem (UAE) FZE and a step down subsidiary of your Company. During the year under review, there were no earnings in the said Company and the total expenditure incurred is considered as net loss which stood at approx Rs. 7.97 lacs (USD 16,699).

g) Ashapura Maritime FZE

The said Company is a wholly-owned subsidiary of Ashapura Holdings (UAE) FZE and a step down subsidiary of your Company. The said Company is engaged in ship management & operations and has currently leased a vessel from its 100 percent subsidiary - Asha Prestige Co, a Company incorporated in Marshall Islands. During the year under review, the Company earned an income of Rs. 1,295.94 lacs (USD 27.15 lacs). However, it incurred a net loss of approx. Rs. 2,578.37 lacs (USD 54.02 lacs) after providing for impairment on carrying value of vessel.

h) PT. Ashapura Resources Indonesia

The said Company is subsidiary of Ashapura Minechem (UAE) FZE and a step down subsidiary of your Company.

The said Company is incorporated with an object of tapping mining opportunities in Indonesia especially for minerals like Bauxite, Coal and Manganese Ore. During the year under review there was no operating income earned by the said Company and the expenditure incurred was considered as net loss which stood at approx. Rs. 112.16 lacs (USD 2.35 lacs).

The said Company is in the process of winding-up its operations in Indonesia and is exploring to look at other possible avenues in this industry.

JOINT VENTURES AND ASSOCIATES:

i) Ashapura Volclay Limited

Ashapura Volclay Limited is a 50:50 Joint Venture between your Company & M/s. Volclay International Corporation, USA. The said Company reported a turnover of Rs. 14,538.79 lacs as against a turnover of Rs. 12,614.08 lacs in the previous year. The net profit stood at Rs. 1,362.93 lacs for the year under review as compared to Rs. 935.86 lacs in the previous year.

During the year under review the said Company initiated the expansion process which will make its Bhuj facility the largest in the world for Acid Activated Bleaching Earth.

j) Ashapura Midgulf NV (previously known as "Ashapura Amcol NV")

Your Company together with its wholly-owned subsidiary - Ashapura Minechem (UAE) FZE owns 50 percent stake in Ashapura Midgulf NV (previously known as "Ashapura Amcol NV"), a Company incorporated in Belgium with an object of developing, trading, manufacturing and marketing of clay mineral products & such other connected therewith.

During the year under review, the said Company's sales income stood at Rs. 4,441.35 lacs (Euro 65.39 lacs) and the net profit stood at Rs. 1,855.68 lacs (Euro 27.32 lacs). The said Company's Income Statement also shows other income which comprised of write-back of loan liability on settlement reached between the Company & M/s. Amcol Minerals Europe.

k) Ashapura Arcadia Logistics Private Limited

Your Company holds 50 percent of Share Capital in Ashapura Arcadia Logistics Private Limited. The said Company's total income stood at Rs. 536.93 lacs as compared to income of Rs. 579.03 lacs in the previous year. The net profit of the said Company stood at t 13.84 lacs as compared to a net loss of Rs. 55.65 lacs in the previous year.

STATUS OF THE PENDING LITIGATIONS:

a) The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [I] British Marine PLC [2] I.H.X. (UK) Ltd [3] Eitzen Bulk A/s and [4] Armada Singapore Pte Ltd.

The Company has successfully settled the claims with British Marine Pic. In case of the other shipping companies, the Company is facing applications for enforcement of ex-parte awards passed in respect of three Contracts of Affreightment in the Bombay High Court filed by remaining shipping companies for approx. US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavily exaggerated the Company has much prior in time filled an application for enforcement of award, initiated legal proceedings against the alleged arbitration award in the Civil Court at Jam-Khambhaliya, Gujarat on the ground of opposed to the Public Policy of India.

b) In case of Forex Derivatives Contracts, the Company has taken legal opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts. In light of the recently concluded court cases, the Company has approached the Bankers to settle the claims amicably.

c) United States Bankruptcy Court, S.D. New York Granted the Petition for Recognition of Foreign Proceeding with the admonition that periodic status conferences shall be held, approximately once every 60 days, regarding the progress of the SICA Proceeding and without prejudice to the rights of the Objectors or other affected creditors to show that the proceedings in India, in actual practice, are prejudicing the rights of the Objectors and of other unsecured creditors similarly situated to the Objectors.

SUBSIDIARIES:

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21 February, 2011, respectively has granted a general exemption from compliance with provisions of Section 212 of the Companies Act, 1956. Accordingly, the Annual Report of the Company does not contain the individual financial statements of its subsidiaries. However, a gist of the financial details of the Subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Companies along with the related information are available for inspection at the Company's Registered Office and copies shall be provided on request.

EMPLOYEE STOCK OPTION SCHEME:

Your Company, as approved by the members at the Extra Ordinary General Meeting held on 31 May, 2004, had introduced a Stock Option Scheme - the Employees Stock Option Plan - 2004 ("ESOP 2004") for its employees and the employees of its subsidiary Companies.

The said 'Employees Stock Option Scheme - 2004' expired on 14 June, 2011 and all the remaining options stand lapsed

The information required to be disclosed in terms of the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is set out in the Statement annexed hereto (Annexure II) and forms part of this Report.

As required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, the Auditors' Certificate on ESOP is set out in the Statement annexed hereto (Annexure III) and forms part of this Report.

CORPORATE GOVERNANCE:

Pursuant to the Clause 49 of the Listing Agreement entered into with Stock Exchanges, Report on Corporate Governance alongwith Management Discussion and Analysis and Auditor's Certificate on compliance with the Corporate Governance requirements is set out in the Statement annexed hereto (Annexure IV) and forms part of this Report.

DIRECTORS:

Retire by Rotation:

In accordance with the provisions of Section 256 of the Companies Act, 1956, Shri Piyush Vora and Shri Harish Motiwalla are liable to retire by rotation and being eligible offer themselves for re-appointment.

The brief details of the said Directors have been provided in Corporate Governance Report under the heading "Board of Directors".

DIRECTORS' RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31 March, 2012, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 March, 2012 and of the PROFIT of the Company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 31 March, 2012, have been prepared on a 'going concern' basis.

STATUTORY INFORMATION:

The information in accordance with the provisions of Section 217 (I) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is set out in the Statement annexed hereto (Annexure I) and forms part of this Report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given, as there are no employees employed during the year or part thereof as required under Section 2I7(2A).

Your Company has not accepted any Fixed Deposits during the year under review.

The Company's Equity Shares are listed at the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid to each of these Exchanges whose addresses have been mentioned under the heading Shareholder information.

AUDITORS:

M/s. Sanghavi and Co., Chartered Accountants (Registration No. I09099W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company's Auditors for the Financial Year 2012-2013. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224( IB) of the Companies Act, 1956. The Company has also received a copy of the Peer Review Certificate received by the Auditors from the Institute of Chartered Accountants of India.

AUDITORS' OBSERVATION:

With reference to the observations made by the Auditors in their Report, the Directors hereby state as follows:

a) In case of interest free loan to wholly-owned subsidiary, the Management stated that the said wholly-owned subsidiary was incorporated to set up the Alumina Project. However, the said project is still in the Initial Stage of being set-up, which impelled the Parent Company to provide interest free loan.

b) Other observations made by the Auditors in their Report are self-explanatory and need not require any further clarification.

BRANCH AUDITORS:

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 228 of the Companies Act, 1956, for Chennai, Dharur, Hospet, Kodur and Trivendrum Branch Offices of the Company, hold their offices till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1 B) of the Companies Act, 1956.

COST AUDITORS:

Pursuant to the provisions of Section 233B of the Companies Act, 1956, and in terms of circular No. 52/10/CAB-2010 issued by the MCA dated June 3, 2011 and with the prior approval of the Central Government, M/s. S. K. Rajani & Co., Cost Accountants, were appointed to conduct audit of cost records of Bauxite, Calcined Bauxite, Bleaching Clay, Bentonite & Allied Minerals and Kaolin for the year ended 31st March, 2012.

The year under review being first year of Cost Audit, the Cost Audit Reports would be submitted to the Central Government within the prescribed time.

ACKNOWLEDGEMENT:

Your Directors takes this opportunity to express their gratitude for the assistance and co-operation received, especially in such tough times and difficult circumstances faced by the Company, from employees at all level, who stood firm with the Company. We would also thank all our investors, clients, bankers and other business associates for their continued support and encouragement during the year.

We also thank all government agencies for their support during the year and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

sd/- sd/-

Navnitlal Shah Chetan shah

Executive Chairman Managing Director

Place : Mumbai

Date : 8th August, 2012

---

Mar 31, 2011

The Members

The Directors submit the Annual Report of the Company together with the Audited Statements of Accounts (Standalone & Consolidated) for the year ended 31 st March, 2011.

FINANCIAL RESULTS AND PERFORMANCE :

Ashapura Minechem Ltd. Consolidated (Rs. in Lacs) (Rs. in Lacs)

2010-11 2009-10 2010-11 2009-10

Net Sales / Income from operations 45,203.62 50,306.49 63,675.76 71,403.88

Less: Total Expenditure 40,461.02 50,155.75 56,100.85 66,222.50

Profit /(Loss) from Operations before

Dep., Other Income, Interest and

exceptional items 4,742.60 150.74 7574.91 5,181.38

Less: Depreciation 1,072.28 980.23 2,644.71 2,568.58

Profit /(Loss) from Operations before

Other Income, Interest and exceptional items 3,670.32 (829.49) 4,930.20 2,612.80

Add: Other Income 566.07 266.18 548.24 402.99

Profit /(Loss) before Interest and

Exceptional Items 4,236.40 (563.31) 5,478.44 3,015.79

Interest 3,484.02 5,217.38 4,066.59 5,811.90

Profit /(Loss) after Interest but before

Exceptional Items 752.38 (5,780.69) 1,411.86 (2,796.11)

Exceptional Items 51,202.88 (6,821.80) 51,202.88 (6,821.80)

Profit/(Loss) from ordinary activates before tax (50,450.50) 1,041.11 (49,791.02) 4,025.69

Tax Expenses

Current Tax — — 622.66 1,074.90

Earlier Year's Tax 151.63 — 205.93 124.61

Deferred 9,100.00 237.30 9,210.30 256.73

Profit /(Loss) from ordinary activates after tax (59,702.14) 803.81 (59,829.91) 2,569.45

Prior Period Items 119.81 (170.50) 124.35 (553.29)

Extra Ordinary Items 214.73 _ 214.73 _

Net Profit / (Loss) (60,036.68) 974.31 (60,168.99) 3,122.74

Minority Interest — — (2.02) (4.19)

Share of Profit/(Loss) in Associate Company — — (35.39) (46.60)

Net Profit / (Loss) of Group (60,036.68) 974.31 (60,206.41) 3,071.95

During the financial year ended 31 March, 2011, the Profit before depreciation, other income, interest and exceptional items as reported by the Company is Rs. 4,742.60 lacs in comparison to Rs.150.74 lacs in the previous year. The Company on the basis of legal advice taken from various counsels has written back Foreign Currency Derivatives Loss and made provision for shipping claims and therefore the bottom line reflected a Net Loss of Rs. 60,036.68 lacs & Rs.60,206.41 lacs respectively, in the standalone & consolidated financial results.

DIVIDEND:

In view of losses incurred, your Directors have not recommended any Dividend for the year 2010-2011.

REVIEW OF OPERATIONS:

The standalone turnover for the year ended 31 March, 2011, declined by Rs.1.29% and stood at Rs.45,203.62 lacs as against Rs.50,306.49 lacs in the previous year. The turnover for the entire Ashapura Group stood at Rs 63,675.76 lacs as against Rs 71,403.88 lacs in the previous year.

Although the Government of Gujarat declared its bauxite policy permitting the resumption of bauxite exports from the State in November 2010; continuing administrative delays in implementation of the policy restrained the Company in achieving optimum volumes of bauxite sales. The management believes that the imminent implementation of the State's mineral policy will help the Company achieve its potential volumes of bauxite sales from the State of Gujarat.

The Company is facing three applications for Enforcement of Ex-party awards in respect of three contracts of Affreightment for US $ 126.07 million. Till March 2010, the company has shown these claims as contingent liabilities and not acknowledged as debt. Reviewing on the latest developments on lawsuits faced by the company on these contracts and certain pronouncements by the court in the matter, the Board of Director sought an opinion for the independent legal experts and based on the opinion, the Company has decided " strictly without prejudice and without admitting the claims of the shipping companies" to make the provision of Rs. 56,202.20 lacs (US $ 126.07 million) in current year thereby resulting into negative net worth of the Company and therefore the Board of the Directors have deiced to make a reference to the Board of Industrial and Financial Reconstruction (BIFR).

SUBSIDIARIES:

a) Bombay Minerals Limited

Bombay Minerals Ltd is a 100 percent subsidiary of your Company. The said Company reported a turnover of Rs.2798.40 lacs during the year as compared to Rs. 5814.10 lacs in the previous year. The net profit for the year under review stood at Rs.375.26 lacs as compared to Rs.823.66 lacs in the previous year.

b) Ashapura International Limited

Ashapura International Ltd is a 100 percent subsidiary of your Company, has performed well during the year under review. The Company reported a turnover of Rs. 7705.96 lacs as against a turnover of Rs. 5536.77 lacs in the previous year. Correspondingly, the Company's net profit stood at Rs. 451.91 lacs as against Rs. 295.24 lacs in the previous year.

c) Ashapura Aluminium Limited

Ashapura Aluminium Limited is a 100 percent subsidiary of your Company. The said Company is primarily engaged in setting up of an Alumina Refinery in the Kutch District of Gujarat.

d) Ashapura Claytech Limited

Your Company owns 95.25 percent of the share capital of Ashapura Claytech Ltd. The said Company is in process of exploring new business activities like mining and marketing of Feldspar, Quartz etc. During the year under review, the turnover declined by 6.35 percent and stood at Rs. 458.62 lacs as against to 487.74 lacs in the previous year. The decline in turnover affected the net profit which stood at Rs. 41.32 lacs as compared to RS. 88.19 lacs in the previous year showing a decrease of Rs. 13.43 percent

e) Ashapura Minechem (UAE) FZE

Ashapura Minechem (UAE) FZE is a 100 percent subsidiary of your Company established in United Arab Emirates (UAE), which is engaged in the business of import, export and distribution of industrial minerals and other related activities. The said Company during the year under review reported a decline in the total turnover from approx. Rs. 6001.64 lacs (USD 125.19 lacs) to approx. Rs. 1149.63 lacs (USD 25.69 lacs). Subsequently, the bottom line also declined from profit of approx. X 117.65 lacs (USD 2.45 lacs) to loss of approx. t 252.84 lacs (USD 5.65 lacs).

f) Ashapura Holdings (UAE) FZE

The said Company is a wholly-owned subsidiary of Ashapura Minechem (UAE) FZE and a step down subsidiary of your Company. During the year under review, there were no earnings in the sajd Company and the expenditure incurred is reflected in statement of financial position as accumulated losses which stood at approx t 34.13 lacs (USD 76,553).

g) Ashapura Maritime FZE

This is a 100 percent subsidiary of Ashapura Holdings (UAE) FZE and a step down subsidiary of your Company. The said Company is engaged in ship management & operations and has currently leased a vessel from its 100 percent subsidiary - Asha Prestige Co, a Company incorporated in Marshall Islands. During the year under review, the Company earned an income of Rs 2076.85 lacs (USD 46.41 lacs). However, it incurred a net loss of approx. t 661.85 lacs (USD 14.79 lacs). h) PT. Ashapura Resources Indonesia

This is a subsidiary of Ashapura Minechem (UAE) FZE and a step down subsidiary of your Company.

The said Company was incorporated on 21 April, 2010, for tapping mining opportunities in Indonesia especially for minerals like Bauxite, Coal and Manganese Ore. During the year under review the accumulated losses stood at approx 198.81 lacs (USD 2,20,813).

JOINT VENTURES AND ASSOCIATES:

i) Ashapura Vblclay Limited

Your Company owns 50 percent Equity of Ashapura Volclay Ltd. The Company reported a turnover of X 12519.03 lacs as against a turnover of t 9684.76 lacs in the previous year. The profits after tax stood at t 942.03 lacs for the year under review as compared to % 1362.87 lacs in the previous year.

The Company is in the process of expanding its production capacity of Acid Activated Bleaching Clay. On completion of the expansion, Ashapura will be the World's third largest Bleaching Clay producer in terms of capacity. The Ashapura Group has achieved this milestone within 8 years of its foray into the industry.

j) Ashapura AMCOL NV

Your Company together with its subsidiary - Ashapura Minechem (UAE) FZE owns 50 percent stake in Ashapura AMCOL NY a Company incorporated in Belgium with an object of developing, trading, manufacturing and marketing of clay mineral products.

During the year under review, the said Company's income stood at Rs 4223.26 lacs (Euro 68.15 lacs) and the net loss after tax stood at Rs 406.52 lacs (Euro 6.56 lacs).

k) Ashapura Arcadia Logistics Private Limited

Your Company owns 50 percent Equity of Ashapura Arcadia Logistics Private Limited. The said Company's income declined by approx 9.25 % & stood at Rs 573.66 lacs as compared to income of Rs 632.12 lacs in the previous year. The said Company reported a net loss of Rs 55.65 lacs as compared to a net loss of * 321.88 lacs in the previous year.

STATUS OF THE PENDING LITIGATIONS:

a) The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [I] British Marine PLC [2] I.H.X. (UK) Ltd [3] Eitzen Bulk A/s and [4] Armada Singapore Pte Ltd.

The Company has successfully settled the claims with British Marine Pic. In case of the other shipping companies, the Company is facing applications for enforcement of ex-parte awards passed in respect of three Contracts of Affreightment in the Bombay High Court filed by remaining shipping companies for approx US $ 126.07 million.

Since the award of claims of each of the three shipping companies were heavily exaggerated the Company has much prior in time filled an application for enforcement of award, initiated legal proceedings against the alleged arbitration award in the Civil Court at Jam-Khambhalrya, Gujarat on the ground of opposed to the Public Policy of India.

b) In case of Forex Derivatives Contracts, the Company has taken legal opinion that these contracts are void and are not legally enforceable. It has been further advised by the counsels that the Company can take legal actions for challenging the validity of the said contracts. In light of the recently concluded court cases, the Company has approached the Bankers to settle the claims amicably.

SUBSIDIARIES:

The Ministry of Corporate Affairs, Government of India, vide General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011, respectively has granted a general exemption from compliance with provisions of Section 212 of the Companies Act, 1956. Accordingly, the Annual Report of the Company does not contain the individual financial statements of its subsidiaries. However, a gist of the financial details of the Subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Companies along with the related information are available for inspection at the Company's Registered Office and copies shall be provided on request.

EMPLOYEE STOCK OPTION SCHEME:

Your Company, as approved by the members at the Extra Ordinary General Meeting held on 31 st May, 2004, has introduced a stock option Scheme - the Employees Stock Option Plan - 2004 ("ESOP 2004") for its employees and the employees of its subsidiary Companies. An approval to issue upto 15,95,675 Equity Shares of Rs. 2/- each was obtained, wherein not more than 317,500 Equity shares of 12/- each could be issued per employee.

The information required to be disclosed in terms of the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is set out in the Statement annexed hereto (Annexure II) and forms part of this Report.

As required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, the Auditors' Certificate on ESOP is set out in the Statement annexed hereto (Annexure III) and forms part of this Report.

CORPORATE GOVERNANCE:

Pursuant to the Clause 49 of the Listing Agreement entered into with Stock Exchanges, Report on Corporate Governance alongwith Management Discussion and Analysis and Auditor's Certificate on compliance with the Corporate Governance requirements is set out in the Statement annexed hereto (Annexure IV) and forms part of this Report.

DIRECTORS:

Resignation of Directors:

Your Company witnessed a change in its Board of Directors since the last Annual General Meeting.

Shri Larry Washow, Nominee Director representing M/s. Volclay International Corporation on the Board of M/s. Ashapura Minechem Limited resigned w.e.f. 31 December, 2010, thereby creating a casual vacancy which is yet to be filled by M/s. Volclay International Corporation.

Smt. Dina Shah, Promoter Director resigned w.e.f. I February, 2011, to pursue & devote full time towards Charitable & Philanthropic purposes.

The Company places on record its appreciation for the significant contribution made by the Directors during their tenure as such, with the Company.

Retire by Rotation:

In accordance with the provisions of Section 256 of the Companies Act, 1956, Shri Abhilash Munsif and Shri Ashok Kadakia are liable to retire by rotation and being eligible offer themselves for reappointment.

The brief details of the said Directors have been provided in Corporate Governance Report under the heading "Board of Directors".

DIRECTORS'RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31 March, 2011, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31 st March, 201 I and of the LOSS of the Company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Art, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 31 March, 201 I, have been prepared on a 'going concern' basis.

STATUTORY INFORMATION:

The information in accordance with the provisions of Section 217 (I) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is set out in the Statement annexed hereto (Annexure I) and forms part of this Report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, is not given, as there are no employees employed during the year or part thereof as required under Section 2I7(2A).

Your Company has not accepted any Fixed Deposits during the year under review.

The Company's Equity Shares are listed at the Bombay Stock Exchange Limited and National Stock Exchange of India Limited and the Annual Listing Fees have been paid to each of these Exchanges whose addresses have been mentioned under the heading Shareholder information.

The Company during the year under review, voluntarily applied for de-listing of its Shares from Ahmedabad Stock Exchange Limited in accordance with the provisions of SEBI (Delisting of Equity Shares) Regulations, 2009. The Ahmedabad Stock Exchange Limited granted their approval for the same and Company's Shares were de-listed w.e.f. 31 March, 2011.

AUDITORS:

M/s. Sanghavi and Co., Chartered Accountants (Registration No. I09099W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Company's Auditors for the Financial Year 201 I -2012. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224( IB) of the Companies Act, 1956. The Company has also received a copy of the Peer Review Certificate received by the Auditors from the Institute of Chartered Accountants of India.

AUDITORS' OBSERVATION:

With reference to the observations made by the Auditors in their Report, the Directors hereby state as follows:

a) In case of foreign currency derivates contracts entered into by the Company with the various bankers are under litigation at various stages. Based on the legal opinion obtained by the Management, these contracts are void in nature and cannot be legally enforced.

b) In case of interest free loan to wholly-owned subsidiary, the Management stated that the said wholly-owned subsidiary was incorporated to set up the Alumina Project. However, the said project is still in the Initial Stage of being set-up, which impelled the Parent Company to provide interest free loan.

BRANCH AUDITORS:

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 228 of the Companies Act, 1956, for Chennai, Dharur, Hospet and Trivendrum Branch Offices of the Company, hold their offices till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224( IB) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors takes this opportunity to express their gratitude for the assistance and co-operation received, especially in such tough times and difficult circumstances faced by the Company, from employees at all level, who stood firm with the Company. We would also thank all our investors, clients, bankers and other business associates for their continued support and encouragement during the year.

We also thank all government agencies for their support during the year and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

sd/- sd/- Navnitlal Shah Chetan shah Executive Chairman Managing Director

Place : Mumbai

Date : 30th May, 2011

---

Mar 31, 2010

The Directors submit the Annual Report of the Company together with the Audited Statements of Accounts (Standalone & Consolidated) for the year ended 31st March, 2010.

FINANCIAL RESULTS AND PERFORMANCE :

Ashapura Minechem Ltd. Consolidated

(Rs.in Lacs) (Rs.in Lacs)

2009-10 2008-09 2009-10 2008-09

Profit/(Loss) before Depreciation,

Taxation & Extraordinary items (4800.45) (38032.80) (227.52) (39315.26)

Depreciation (980.23) (659.86) (2568.58) (2439.92)

Profit/(Loss) before Tax & Extraordinary items (5780.68) (38692.66) (2796.10) (41755.18)

Tax Expenses:

Current - - (1074.90) (339.50)

Earlier Years Tax - (61.11) (124.61) (61.11)

Fringe benefit Tax - (48.00) - (55.40)

Deferred (237.30) 13362.67 (256.73) 13453.12

Profit/(Loss) after Tax (6017.98) (25439.10) (4252.34) (28758.07)

Extra ordinary Items - (52.71) - (52.71)

Prior period Adjustments (51.68) (56.15) 553.29 (90.84)

Share of (Loss)/Profit in Associate Company - - (46.60) (21.92)

Excess Provision of Income Tax Written Back 222.18 - - -

Exceptional Items

Foreign Currency Derivatives Written Back

(net of deferred tax) 6821.80 - 6821.80 - Net Profif(Loss) after Extra Ordinary Items 974.32 (25547.96) 3076.15 (28923.54)

Minority interest " - - (4.20) (6.99)

974.32 (25547.96) 3071.95 (28930.53)

Balance brought forward from the previous year (9974.09) 15573.86 (8100.94) 21179.60

Amount available for Appropriation (8999.77) (9974.10) (5028.99) (7750.93)

Appropriations:

1) Proposed Dividend - - - -

2) Corporate Dividend Tax - - (15.23) -

3) General Reserve - - (605.17) (350.00) Balance carried to Balance sheet (8999.77) (9974.10) (5649.39) (8100.93)

During the financial year ended 31st March, 2010, the Loss before depreciation, interest and tax reported by the Company was reined to

Rs.4800.45 lacs in comparison to Loss before depreciation, interest and tax of Rs.38032.80 lacs in the previous year. The Company on the basis of legal advice taken from various Counsels has written back Foreign Currency Derivatives Loss and therefore the bottom line reflected a Net Profit after minority interest of Rs.974.32 lacs & Rs.3071.95 lacs, respectively, in the standalone & consolidated financial results.

DIVIDEND:

In view of losses incurred, your Directors have not recommended any Dividend for the year 2009-2010.

REVIEW OF OPERATIONS:

The standalone turnover for the year ended 31 March, 2010, declined by 28.14% and stood at Rs.50306.49 lacs as against Rs.70009.78 lacs in the previous year. The turnover for the entire Ashapura Group stood at Rs.71366.59 lacs as against Rs.96126.36 lacs in the previous year. Although the scale of business was comparable to the previous year, the decline in turnover was largely attributable to export sales of minerals on a Free on Board basis as against Cost Insurance Freight basis in the previous year.

Although the Government of Gujarat declared its Bauxite Policy permitting the resumption of Bauxite exports from the State in November 2009; continuing administrative delays in implementation of the Policy restrained the Company in achieving optimum volumes of Bauxite sales. The Management believes that the imminent implementation of the States Mineral Policy will help the Company achieve its potential volumes of Bauxite sales from the State of Gujarat.

Bentonite & Allied Minerals witnessed volume growth rates in excess of 60% as compared to the previous year on account of the buoyed demand from the oil well drilling and iron ore pelletization sector.

SUBSIDIARIES:

a) Bombay Minerals Limited

Bombay Minerals Ltd. is a 100 percent subsidiary of your Company. The said Company reported a turnover of Rs. 5814.10 lacs during the year as compared to Rs.5573.52 lacs in the previous year. The net profit for the year under review stood at Rs. 823.66 lacs as compared to Rs. 124.49 lacs in the previous year.

b) Ashapura International Limited

Ashapura International Ltd., a 100 percent subsidiary of your Company, has performed well during the year under review. It bagged contracts for supplying Bentonite to Kolkata Airport Project, Kolkata Garden Reach Project and Paradeep Port Project. It also reported a growth in sales of Specility products like Hydrokol & Attapulgite. In view of the above, the said Company reported a turnover of Rs. 5536.77 lacs as against a turnover of Rs. 4704.77 lacs in the previous year. Correspondingly, the said Companys net profit stood at Rs.295.24 lacs as against Rs. 66.39 lacs in the previous year.

c) Ashapura Aluminium Limited

Ashapura Aluminium Limited is a 100 percent subsidiary of your Company. The said Company is primarily engaged in setting up of an Alumina Refinery in the Kutch District of Gujarat. The basic Engineering for setting up the said Refinery has been completed and a contract for the detailed Engineering has been awarded to a China based Company. The said Company has also obtained a revised Techno Economic Feasibility Report for the setting up the said Alumina Refinery.

d) Ashapura Claytech Limited

Your Company owns 95.25 percent of the share capital of Ashapura Claytech Ltd. The said Company is in process of exploring new business activities like mining and marketing of Feldspar, Quartz, etc. During the year under review, the turnover declined by 21.01 percent and stood at Rs.487.74 lacs as against Rs.617.50 lacs in the previous year. The decline in turnover affected the net profit which stood at Rs. 88.19 lacs as compared to Rs.147.29 lacs in the previous year showing a decrease of 40.12 percent.

e) Ashapura Minechem (UAE) FZE

Ashapura Minechem (UAE) FZE, a 100 percent subsidiary of your Company established in United Arab Emirates (UAE), is engaged in the business of import, export and distribution of industrial minerals and other related activities. The said Company during the year under review reported a decline in the total turnover from approx. Rs. 17752.32 lacs (USD 390.50 lacs) to approx. Rs. 6001.64 lacs (USD 125.19 lacs). Subsequently, the net profits also declined from approx. Rs. 730.77 lacs (USD 16.08 lacs) to approx. Rs. 117.65 lacs (USD 2.45 lacs).

f) Ashapura Holdings (UAE) FZE

The said Company is a wholly-owned subsidiary of Ashapura Minechem (UAE) FZE and a step down subsidiary of your Company. During the year under review, there were no earnings in the said Company and the expenditure incurred is reflected in statement of financial position as accumulated losses which stood at approx Rs. 26.09 lacs (USD 54,419).

g) Ashapura Maritime FZE

This is a 100 percent subsidiary of Ashapura Holdings (UAE) FZE and a step down subsidiary of your Company. The said Company is engaged in ship management & operations and has currently leased a vessel from its 100 percent subsidiary - Asha Prestige Co, a Company incorporated in Marshall Islands. During the year under review, the Company earned an income of Rs. 2318.95 lacs (USD 48.37 lacs). However, it incurred a net loss of approx. Rs. 788.11 lacs (USD 16.44 lacs).

h) PT. Ashapura Resources Indonesia

This is a subsidiary of Ashapura Minechem (UAE) FZE and a step down subsidiary of your Company.

The said Company was incorporated on 21st April, 2010, for tapping mining opportunities in Indonesia especially for minerals like Bauxite, Coal and Manganese Ore.

JOINT VENTURES AND ASSOCIATES:

i) Ashapura Volclay Limited

Your Company owns 50 percent Equity of Ashapura Volclay Ltd. The said Company reported a turnover of Rs. 9684.76 lacs as against a turnover of Rs. 7793.22 lacs in the previous year. The profits after tax stood at Rs. 1233.65 lacs for the year under review as compared to Rs. 161.80 lacs in the previous year.

The said Company is in the process of expanding its production capacity of Acid Activated Bleaching Clay from 48,000 TPA to 72,000 TPA. The new capacity is expected to be operational by December, 2010. On completion of the expansion, Ashapura will be the Worlds third largest Bleaching Clay producer in terms of capacity. The Ashapura Group has achieved this milestone within 8 years of its foray into the industry.

j) Ashapura AMCOL NV

Your Company together with its subsidiary - Ashapura Minechem (UAE) FZE owns 50 percent stake in Ashapura AMCOL NV, a Company incorporated in Belgium with an object of developing, trading, manufacturing and marketing of clay mineral products.

During the year under review, the said Companys income stood at Rs. 3789.76 lacs (Euro 59.25 lacs) and the net loss after tax stood at Rs. 237.95 lacs (Euro 3.72 lacs).

k) Shantilal Multiport Infrastructure Private Limited

Your Company owns 50 percent Equity of Shantilal Multiport Infrastructure Private Limited. The said Companys income stood at Rs. 96.37 lacs and the net profit after tax stood at Rs. 35.38 lacs as against the net profit after tax of Rs. 17.20 lacs in the previous financial year.

I) Ashapura Arcadia Logistics Private Limited

Your Company owns 50 percent Equity of Ashapura Arcadia Logistics Private Limited. The said Companys income declined by approx 39% & stood at Rs. 632.12 lacs as compared to income of Rs. 1038.73 lacs in the previous year. The said Company reported a net loss of Rs. 321.88 lacs as compared to a net loss of Rs. 73.41 lacs in the previous year.

STATUS OF THE PENDING LITIGATIONS:

a) The Contracts of Affreightment entered into by the Company with Shipping Companies - viz. [1] British Marine PLC [2] I.H.X. (UK) Ltd [3] Eitzen Bulk A/s and [4] Armada Singapore Pte Ltd., were terminated due to force majeure on account of stoppage of Bauxite export by the Government of Gujarat.

In view of this, the said Shipping Companies initiated legal proceedings against the Company claiming potential damages for non performance of Contracts of Affreightment. These claims are being contested on the basis of invalidity and frustration of contracts.

The Company has successfully settled the claims with one of the Shipping Companies. In case of the other Shipping Companies, the matters are pending at various stages in Courts where the Company is contesting its liabilities. The Company is also simultaneously negotiating to arrive at an amicable settlement with the claimants.

b) In case of Forex Derivatives Contracts, the Company has taken legel opinion that these Contracts are void and are not legally enforceable. It has been further advised by the Counsels that the Company can take legal actions for challenging the validity of the said Contracts. In light of the recently concluded court cases, the Company has approached the Bankers to settle the claims amicably.

SUBSIDIARIES:

As per Section 212(1) of the Companies Act, 1956, the Company is required to attach to its Accounts, the Directors Report, Balance Sheet and Profit & Loss Account of each of its Subsidiaries. As the Consolidated Accounts present a complete picture of the financial results of the Company and its Subsidiaries, the Company had applied to the Central Government acting through Ministry of Corporate Affairs, under Section 212(8) of the Companies Act, 1956, seeking exemption from attaching the documents referred to in Section 212(1). The approval for the same has been granted by the Central Government vide letter dated 15th June, 2010. Accordingly, the Annual Report of the Company does not contain the individual financial statements of its Subsidiaries. However, a gist of the financial details of the Subsidiary Companies is contained in the Annual Report.

The Annual Accounts of the Subsidiary Companies along with the related information are available for inspection at the Companys Registered Office and copies shall be provided on request.

EMPLOYEE STOCK OPTION SCHEME:

Your Company, as approved by the members at the Extra Ordinary General Meeting held on 31ststst May, 2004, has introduced a Stock Option Scheme - the Employees Stock Option Plan - 2004 ("ESOP 2004") for its employees and the employees of its Subsidiary Companies. An approval to issue upto 15,95,675 Equity Shares of Rs. 21- each was obtained, wherein not more than 31stst7,500 Equity shares of Rs. 2/- each could be issued per employee.

The information required to be disclosed in terms of the provisions of the SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999, is set out in the Statement annexed hereto (Annexure II) and forms part of this Report.

As required under the Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guideline, 1999, the Auditors Certificate on ESOP is set out in the Statement annexed hereto (Annexure III) and forms part of this Report.

CORPORATE GOVERNANCE:

Pursuant to the Clause 49 of the Listing Agreement entered into with Stock Exchanges, Report on Corporate Governance alongwith Management Discussion and Analysis and Auditors Certificate on compliance with the Corporate Governance requirements is set out in the Statement annexed hereto (Annexure IV) and forms part of this Report.

DIRECTORS:

Shri Piyush Vora and Shri Harish Motiwalla retire by rotation at the ensuing Annual General Meeting, and being eligible, offer themselves for re-appointment.

The brief details of the said Directors have been provided in Corporate Governance Report under the heading "Board of Directors".

DIRECTORS RESPONSIBILITY STATEMENT:

As required under the provisions of Section 217(2AA) of the Companies Act, 1956, the Directors hereby confirm:

i) that in the preparation of the Annual Accounts for the year ended 31ststst March, 2010, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

ii) that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that were reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year ended 31ststst March, 2010 and of the Profit of the Company for the year under review;

iii) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that the Annual Accounts for the year ended 31stst March, 2010, have been prepared on a going concern basis.

STATUTORY INFORMATION:

The information in accordance with the provisions of Section 217 (1) (e) of the Companies Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, regarding Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo is set out in the Statement annexed hereto (Annexure I) and forms part of this Report.

In accordance with the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, the names and other particulars of employees are to be set out in the Directors Report as an addendum thereto. However, as per the provisions of Section 219(l)(b)(iv) of the Companies Act, 1956, the Report and the Accounts are being sent to all shareholders, excluding the aforesaid information about the employees. Any shareholder, interested in obtaining a copy of this statement, may write to the Company Secretary at the Registered Office of the Company.

Your Company has not accepted any Fixed Deposits during the year under review.

The Companys Equity Shares are listed at the Bombay Stock Exchange Limited, the National Stock Exchange of India Ltd., the Ahmedabad Stock Exchange Limited and the Annual Listing Fees have been paid to each of these three Exchanges whose addresses have been mentioned under the heading Shareholders information.

AUDITORS:

M/s. Sanghavi and Co., Chartered Accountants (Registration No. 109099W), the Auditors of the Company hold their office until the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment as the Companys Auditors for the Financial Year 2010-2011. The Company has received a letter from them to the effect that their appointment, if made, would be within the limits prescribed under Section 224(1B) of the Companies Act, 1956. The Company has also received a copy of the Peer Review Certificate as received by the Auditors from the Institute of Chartered Accountants of India.

AUDITORS OBSERVATION:

With reference to the observations made by the Auditors in their Report, the Directors hereby state as follows:

a) In case of foreign currency derivates contracts, the Management has received legal opinion from various counsels to the effect that these contracts are void in nature and cannot be legally enforced. The Company has also been advised that it can contemplate legal actions, challenging the validity of said Contracts.

b) In respect of strengthening of the internal control systems in few functional areas, the respective functional heads along with the Internal Auditors are in process of devising certain plans to strengthen the same.

c) In case of interest free loan to wholly-owned subsidiary, the Management states that the said wholly-owned subsidiary was incorporated to set up the Alumina Project. However, the said project is still in the Initial Stages of being set-up, which impelled the Parent Company to provide interest free loan.

BRANCH AUDITORS:

M/s. B. Purushottam & Co., Chartered Accountants, Chennai, the Branch Auditors appointed pursuant to Section 228 of the Companies Act, 1956, for Chennai, Dharur, Hospet and Trivendrum Branch Offices of the Company, hold their offices till the conclusion of the ensuing Annual General Meeting and are recommended for re-appointment. The Company has received letters from them to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956.

ACKNOWLEDGEMENT:

Your Directors takes this opportunity to express their gratitude for the assistance and co-operation received, especially in such tough times and difficult circumstances faced by the Company, from employees at all levels, who have contributed to the progress of the Company. We also thank all our investors, clients, bankers and other business associates for their continued support and encouragement during the year.

We also thank all government agencies for their support during the year and look forward for their contributed support in future.

For and on Behalf of the Board of Directors

sd/- sd/-

Navnitlal Shah Chetan shah Executive Chairman Managing Director

Place : Mumbai

Date : 5th August, 2010