Directors Report of Asian Star Company Ltd.

Mar 31, 2025

Your Directors are pleased to present the Thirty First Annual Report together with Audited Financial Statements (Standalone and
Consolidated) for the Financial year ended March 31,2025.

Financial Results

Particulars	Standalone		Consolidated
	2024-2025	2023-2024	2024-2025	2023-2024
Revenue from operations	2,33,637.22	2,69,834.36	2,95,575.22	3,52,329.59
Add: Other Income	2,176.95	3,011.85	2,051.59	2,872.74
Total Revenue	2,35,814.67	2,72,846.21	2,97,626.81	3,55,202.33
Less: Total Expenditure	2,26,351.73	2,59,761.34	2,87,484.18	3,40,545.12
Operating Profit (PBDIT)	9,462.94	13,084.87	10,142.63	14,657.21
Less: Interest and Depreciation	4,167.83	4,636.19	4,472.07	4,946.67
Profit before Exceptional Items and Tax	5,295.11	8,448.68	5,670.56	9,710.54
Exceptional Items - Income / (Loss)	(257.40)	-	(257.40)	-
Profit before tax	5,037.71	8,448.68	5,413.16	9,710.54
Provision for Tax	1,612.22	1,896.68	1,712.69	1,955.09
Provision for Deferred Tax	(449.31)	(2.30)	(449.30	(2.26)
Less / (add): Minority Interest in Profit	-	-	(169.20)	34.55
Profit after Tax	3,874.80	6,554.30	4,318.97	7,723.16
Other Comprehensive Income /(Loss)	(14.23)	(87.40)	(109.84)	(115.70)
Total Comprehensive Income	3,860.57	6,466.90	4,209.13	7,607.46

Financial Performance of the Company

FY 2024-25 was yet another challenging year for the Gem & Jewellery Industry as it navigated through a subdued macroeconomic
environment across the globe laced with slower economic growth, continued geopolitical tensions, dampened consumer sentiment
and economic uncertainties. Demand from the USA continued to remain moderate and China yet to show any sign of revival.

As per GJECPC, the overall export during FY2024-25 has declined by 11.72 % to $ 28.50 billion from $ 32.28 billion during the same
period. During these difficult times Asian Star has achieved a turnover of Rs. 2,33,637.72 lakhs on a standalone basis during FY 2024-25
with a decline of 13.41% over that of Rs. 2,69,834.36 lakhs during FY 2023-24. Company''s consolidated revenue was at Rs. 2,95,575.22
lakhs during the year against that of Rs. 3,52,329.59 lakhs with a decline of 16.11%. Despite the challenging time our performance was
largely aligned with the industry with our focus on adapting to the changes and positioning for the long term while managing the short
term volatilities.

Dividend

Based on the company''s performance, the Board recommended a final dividend on equity shares at the rate of 15% (i.e. Rs. 1.50 per
Equity Share of Rs. 10/- each) which will be Rs. 240.10 Lakhs subject to the approval of the members at the ensuing Annual General
Meeting would be paid to members whose name appears in the Register of Members as on the Book Closure date.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1st April, 2020 and the Company is
required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961. The
Dividend Distribution policy for your company is available on the website of your Company, weblink of which is given below:

https://www.asianstargroup.com/wp content/themes/appwaychild/pdfs/cg/2320Dividend%20Distribution%20Policy.pdf

Transfer to Reserves

During FY 2024-25, the Board of your Company has not recommended transfer of any amount to reserves and has decided to retain the
entire amount of profits for Financial Year 2024-25 in the profit and loss account.

Deposits, Loans, Advances and Other Transactions

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on
deposit were outstanding as of the Balance Sheet date. Your Company has not given any loans and advances, which are required to be
disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR. Further, in terms
of Regulation 34(3) read with Schedule V of the SEBI LODR, details of the transactions of the Company, with the promoter(s)and related
parties as on 31stMarch, 2025, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 32
to the standalone financial statement.

Share Capital

During the year, there has been no change in authorized share capital of the company. The Issued, Subscribed and Paid-up equity share
capital of the company was Rs. 16,00,68,000/- divided into 1,60,06,800 equity shares of Rs. 10/- each of the Company as at 31st March,
2025.

Credit Rating

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

Instrument	Rating Agency	Rating	Rating Action
Long-term/Short-term Bank Facilities	CARE Rating Limited	CARE A-; Negative/ CARE A2 (Single A Minus; Outlook: Negative / A Two Plus)	Reaffirmed "Outlook revised from Stable”

Subsidiaries, Associates and Joint Ventures

As on 31st March, 2025, the Company has 3 wholly owned subsidiaries, one associate and one joint venture. A report on the performance
and financial position of each of the subsidiaries, joint venture and associate has been provided in Form AOC-1 as per Section 129(3) is
attached as Annexure A. There has been no material change in the business of the subsidiaries.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements including consolidated financial statements along
with relevant documents and separate audited financial statements of subsidiaries are available on the website of the Company at
www.asianstargroup.com.

Performance of Subsidiary Companies
Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 2024-25 is
US $ 97,660,233 as compared to US $ 116,091,654 (Previous Year). Profit for the year is US $ 873,783 as compared to US $ 1,575,330
(Previous Year).

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond trading and caters to the USA market. Gross Revenue of the company
stood at US $ 16,792,386 for the year as compared to US $ 22,872,221 (Previous Year). Net Profit / (Loss) after tax for the year is US $
63,962 as compared to US $ 141,200 (Previous Year).

Asian Star Trading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross Revenue of the Company stood at US $ 4,68,753 as
compared to US $ 5,72,466 (Previous Year). Profit after tax is US $ 23,804 as compared to US $ 57,821 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 3,916.68
lakhs as compared to Rs. 4,484.87 lakhs (Previous Year). Profit after tax Rs. (169.20) Lakhs as compared to Rs. 38.03 lakhs (Previous
year).

Joint Venture
Ratnanjali Infra LLP

Ratnanjali Infra LLP is engaged in construction of commercial and residential complexes in Ahmedabad, Gujarat.

There has been no change in the nature of business of the subsidiaries, Joint Venture and associate Company.

None of the subsidiaries, JV and associates company ceases to be subsidiaries, Joint venture and associate company of our company
during the financial year 2024-25.

Secretarial Standards

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

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual
Report.

Corporate Governance Report

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

The Corporate Governance, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate of
compliance form Statutory Auditor of the Company V. A. Parikh & Associates LLP, Chartered Accountant regarding compliance with the
requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure
Requirements) Regulations, 2015.

Business Responsibility & Sustainability Report (BRSR)

The Securities and Exchange Board of India (''SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be
reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). Further, SEBI has mandated top 1,000
listed companies, based on market capitalization, to transition to BRSR from FY 2022-23 onwards.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on
Environment, Social and Governance parameters for FY2024-25, is part of this Integrated Report. BRSR includes reporting on the nine
principles of the National Voluntary Guidelines on social, environment land economic responsibilities of business as framed by the
MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

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

There have been no other material changes and commitments affecting the financial position of the Company which have occurred
between March 31,2025 and the date of this Report, other than those disclosed in this Report.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2025, is available on the website of the Company at
www.asianstargroup.com

Unclaimed Dividend and Shares

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund)
Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF,
established by Central Government of India after the completion of seven years. According, unclaimed dividend of shareholders for the
Financial Year 2017-18 lying in the unclaimed dividend account of the Company as on November 3, 2025 will be transferred to IEPF on
the due date.

Further details of unclaimed dividend and shares transferred to IEPF during Financial Year 2024-25 are as follow:

Financial Year	Amount of Unclaimed Dividend Transferred (Amount in Rs.)	Number of Shares Transferred
2016-17	2466	*0

*Since all shareholders'' holdings were transferred to the IEPF account for FY2015-16, there are no shares pending transfer to the IEPF
account for FY 2016-17.

The Company has sent individual communication to the concerned shareholders whose dividend remained unclaimed and whose
shares were liable to be transferred to the IEPF and have published newspaper communication also.

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company: -

1. Mr. Arvind T. Shah: Chairman, CFO & Whole-time Director

2. Mr. Vipul P. Shah: Chief Executive Officer and Managing Director

3. Mr. Rahil V. Shah: Whole-time Director

4. Ms. Pujadevi R. Chaurasia : Company Secretary & Compliance Officer

B. Re-Appointment:

Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a)of the Articles of Association of the Company, Mr.
Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704), Non-Executive Non- Independent Director
retires by rotation at the 31st Annual General Meeting of the Company and being eligible has offered themselves for re¬
appointment. The Board has recommended their re-appointment at the forthcoming Annual General Meeting as a Non¬
Executive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704) in terms
of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Corporate Governance
Report forming part of the Annual Report. Both these Directors are related to each other. Both the abovementioned Directors
are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

C. Appointment:

During the FY 2024-25, Mr. Pattanayak Bijayananda and Mrs. Trapti Jinesh Mehta were appointed as an Additional Director
(Independent Non Executive) w.e.f August 13, 2024 and March 29, 2025 respectively.

There is no resignation of any Key Managerial Personnel or Directors recorded during the year 2024-25. However, Mrs. Neha
R. Gada independent directors of the Company retired on completion of 2nd term tenure w.e.f. March 28, 2025.

D. Board Independence:

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

The following Non -Executive Directors are Independent: -

1.	Mr. Kartikeya Desai
2.	Mr. Navtej Singh
3.	Mr. Kunal Todarwal
4.	Mr. Jayantilal Parmar
5.	Mr. Pattanayak Bijayananda	Appointed w.e.f August 13, 2024 as an Additional Director and approved by the members vide Special resolution dated 23.09.2024 passed at the AGM
6.	Mrs. Trapti Mehta	Appointed w.e.f March 29, 2025 as an Additional Director for the first term of five years'' subject to the approval of the members of the Company.
7.	Mrs. Neha Gada	Retired w.e.f March 28, 2025 on completion of 2nd term of the tenure.

E. Declaration by Independent Director(s)

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

The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s
Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors under Regulation 25(8) of the Listing Regulations have confirmed that they are not aware of any
circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to
discharge their duties with an objective independent judgement and without any external influence.

The statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency)
of the independent directors appointed during the year are mentioned below:

1. Appointment of Mr. Pattanayak Bijayananda (DIN: 10715427) as an Independent Director
w.e.f August 13, 2024

Mr. Bijayananda Pattanayak (Biju) started his banking career in 1984 with State Bank Group. He has worked in State
Bank Group as Relationship Banker for large corporates and export credit. He has also worked as a branch head in the
industrial estate branch. He moved to ABN AMRO Bank in 1997 where he has done relationship management as Head
of International Diamond & Jewellery Group, India and Head of International Diamond & Jewellery Group, Asia
besides being a member of Global Management Team. He was appointed by the Managing board of ABN AMRO Bank
as the Country Executive, India in 2010. During 2015 when ABN AMRO closed its operations he could successfully find
relevance for the business with a price and helped sell the assets to the new buyer - Indusind Bank. He had been
working as Head of the Global Diamond & Jewellery Group in Indusind Bank from July 2015 and also is the member of
Senior Management Team as a Core Executive Team Member. He has a Master''s Degree and is a Certified Associate of
Indian Institute of Bankers.

2. Appointment of Mrs. Trapti Mehta (DIN: 06441209) as an Independent Director w.e.f March
29, 2025

Mrs. Trapti Mehta is an experienced Chartered Accountant with a strong track record in the accounting industry. She
is currently serving as a FinCrime Analyst at Revolut, bringing nearly 9 years of expertise across multiple areas
including Forensic Accounting, Fraud Investigation, Risk Advisory, Risk-Based Internal Audit, ITGC Audit, Process
Review, and SOP Development.

Before joining Revolut, Mrs. Mehta worked as an Audit Manager at KC Mehta & Co LLP, where she honed her skills in
auditing and risk management, further solidifying her expertise in the financial sector.

Board Meetings

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

Details of resolutions passed through postal ballot

During the current year, the Company had passed following special resolution with requisite majority on August 15, 2024 through
Postal Ballot, result of which was declared on August 16, 2024:

Date of Postal ballot notice	Special Resolution passed	Approval Date
July 16, 2024	Appointment of Mr. Kunal Sunil Todarwal (DIN: 08355866) as Non-Executive Independent Director of the Company for a period of 3 (Three) years commencing	August 15, 2024
	from May 17, 2024 to May 16, 2027.
	Mr. Navtej Hazara Singh (DIN: 07666197) as Non-Executive Independent Director of the Company for a period of 3 (Three) years commencing from May 17, 2024 to May 16, 2027.	August 15, 2024

Policy on Board Diversity and Director''s Appointment and Remuneration Policy

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will
leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical
backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The current policy of the board is to
have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and
separate its functions of governance and management. As on date the Board comprises of 11 members, 3 of whom are Executive
Directors, 2 are Non-Executive and Non-Independent Directors and 6 Independent Directors. During the year 1 independent director
has retired from the position w.e.f March 28, 2025 and 2 Independent Director have been appointed w.e.f. August 13, 2024 and March 29,
2025 as an Additional Director (Independent director). As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)
Regulations, 2015, your Company has one Independent Women Director on its board.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive
attributes, independence of a director and other matters, as required under sub-section (3) Section 178 of the Companies Act, 2013, is
available on our website at https://asianstargroup.com/corporate-governance.aspx

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

Committees of the Board

There are currently Seven Committees of the Board, as follows:

• Audit Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee.

• Risk Management Committee

• Finance Committee

• Corporate Governance Committee

Details of mandatory Committees along with their terms of reference, composition and meetings held during the year, are provided in
the "Report on Corporate Governance", a part of this Annual Report.

Annual Evaluation of the performance of the Board, Committees and of Directors

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

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

Familiarisation Programme of Independent Directors

All new Independent Directors inducted into the Board attend an orientation program known as Familiarisation Programme, which is
for every new Independent Director of the Board to familiarise themselves with the strategy, operations and functions of our
Company. The Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company''s
strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality,
facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and
developments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of
education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on website of
your Company www.asianstargroup.com CSR programs or projects to be undertaken by the Company in terms of this Policy, shall
relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time.
The CSR Committee mentioned below (pre and post retirement of the director]

Composition of Committee before retirement of director	Re-composition of CSR Committee w.e.f. March 29,2025
Mr. Arvind Tarachand Shah - Chairperson	Mr. Arvind Tarachand Shah -Chairperson
Mr. Vipul P. Shah - Member	Mr. Vipul P. Shah - Member
*Mrs. Neha Gada - Member	#Mrs. Trapti Mehta - Member

* Mrs. Neha R. Gada independent directors of the Company retired i.e. completion of 2nd term of tenure w.e.f. March 28,2025.

# Mrs. Trapti J. Mehta appointed as an additional director (Independent - Non Executive Director) w.e.f. March 29,2025.

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

As part of its initiatives under "Corporate Social Responsibility" (CSR], the company has contributed funds for the schemes of
promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education, promoting education
facilities for tribal children and rural development projects etc. The contributions in this regard have been made to various registered
trust which are undertaking these schemes.

The Report on CSR activities is annexed herewith as Annexure B.

Risk Management Committee:

In compliance with Regulation 21 of Listing Regulations, a Risk Management Committee has been constituted by the Board. Risk
Management Committee has been entrusted with rolesand powers which includes:

a) Reviewand approval of Risk Management Plan

b) Review progress on the Risk Management Plan

c) Propose methodology on risk classification and measurement.

The Company has laid out a Risk Management Plan for identification and mitigation of risks. The Risk Management Committee of the
Board provides reasonable oversight of the risks.

The Risk Management Committee was constituted as perSEBI(LODR) (Second Amendment), Regulations, 2021, the composition of
the same is as follow:

Name	Designation	Category
Mr.VipulP.Shah	CEO & Managing Director	Chairman
Mr.JayantilalD. Parmar	Non-Executive, Independent Director	Member
Mr. Rahil V. Shah	Wholetime Director	Member

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

Particulars of Employees and Remuneration

The table containing the names and other particulars of employees in accordance with the provisions of 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
appended as Annexure C to the Board''s report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of
the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees''
particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on
working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy
thereof, such Member may write to the Company Secretary in this regard.

Auditors

a. Statutory Auditors

The members at the Annual General Meeting held on September 30, 2022 had appointed M/s. V.A. Parikh & Associates LLP,
Chartered Accountants (Firm Registration No. 112787W/W100073) as the Statutory Auditors for five consecutive years from the
conclusion of 28th Annual General Meeting till the conclusion of the 33rdAnnual General Meeting of the Company. The Statutory
Auditors have confirmed their independent status.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s. V.A. Parikh & Associates LLP, Chartered
Accountants, Mumbai for the financial year ended on 31stMarch, 2025 are self-explanatory and do not call for any further
comments. The Auditors'' Report does not contain any qualification, reservation oradverse remark.

b. InternalAuditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2016, the
Board of Directors of your Company at its meeting held on February 16, 2025 has appointed M/s V. L. Tikmani and Associates
having Firm Registration No. 132583W, to undertake the Internal Audit of the Company fortheyearended March 31,2025.

c. SecretarialAuditors

In compliance with Regulation 26A of the SEBI Listing Regulations and Section 206 of the Act, the Board at its meeting held on May
30,2025, based on recommendation of the Audit Committee, has approved the appointment of M/s Yogesh D. Dabholkar & Co.,
Practising Company Secretaries, a peer reviewed firm (Unique Registration NoS2005MH081300) (C.P. No. 6752) as Secretarial
Auditors of the Company for a term of five consecutive years commencing from FY 2025-26 till FY 2029-30, subject to approval of
the Members at the ensuing AGM.

d. Cost Audit

The Company is not required to maintain cost records as persub-section(l) of Section 168 of the Act.

e. Reporting of Frauds by Auditors

None of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section
163(12] oftheAct

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the
notes to the Financial Statements.

Related PartyTransactions

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

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

The "Policy on materiality of and on dealing with related party transactions” (as amended) as approved by the Board may be accessed
on the Company''s website at www.asianstargroup.com.

The Directors draw attention of the members to note no. 32 to the standalone financial statement which sets out related party
disclosures.

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

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

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of
Energy.

Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since
2006. The Company''s windmills are located at Pallakad, Kerala. However, during the year under review, the windmill was sold pursuant
to the Board Resolution dated August 13, 2024. As a result, the Company no longer holds any wind power assets.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been
inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power
through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located in the state of Kerala.
During the year 2024-25, the Company has generated 17.96 lakhs kwh resulting in the sales of Rs. 55 lakhs. During the year these
windmills have been sold by the Company.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,16,405 lakhs in foreign exchange by way of exports and dividend and has spent Rs. 96,899 lakhs in foreign
exchange, for the import of raw materials, machinery & consumables, foreign travel, repairs and maintenance. The Directors are
making their best endeavors to earn foreign exchange.

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required
under section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure E to this
Report.

Directors'' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper
explanation relating to material departures, if any.

2) They have 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 profits of the Company for that period.

3) They have 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.

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

5] They have Laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively, and

6) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems
were adequate and operating effectively.

Internal Financial Controls

The Company has in place adequate internal financial control with reference to the Financial Statements. The Audit Committee of the
Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and
significant internal audit findings with the management, Internal Auditorsand Statutory Auditors.

Risk Management

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as
per the requirement of the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock
Exchanges], Board has formed a Risk Management Policy to regulate the plan forthe key risks faced by the Company. The Company has
developed a very comprehensive Risk Management Policy under which all key risks are identified and controlled. The same is reviewed
periodically by senior management and also by the Board.

The provisions of Regulation 21 of SEBI LODR became applicable and therefore, the Board of your Company at its meeting held on 14^th
May, 2021 has constituted the Risk Management Committee consisting of Mr. Vipul P. Shah, CEO & Managing Director, Mr. Rahil V. Shah,
Wholetime Director and Mr. Jayantilal D. Parmar, Independent Director. The role of the committee interalia, includes, formulation,
overseeing and implementation of Risk Management policy, Business Continuity Plan, and to ensure that appropriate methodology,
processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

Listing

The Equity Shares of the Company are listed on BSE Limited. The Company has paid listing fees forthe year 2024-25.

Documents placed on the website:

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1 ] Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related PartyTransactions

6) Investors Contact

7) Nomination & Remuneration policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non-Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) PolicyforDetermining MaterialSubsidiaries

14) Policy on Preservation of Documents and Archival Policy

15) CodeforFairDisclosureof UPSI

16) Policy on Material Related Party Transaction

17) Policy on prohibition of InsiderTrading

18) Dividend Distribution policy

19) Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive
attributes, independence of a director

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice
and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Yourattention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its “Human Resources" as one of its most important assets.

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

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act,
2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal
of sexual harassment at workplace in Line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed there under. An Internal Complaints Committee has been set up to redress complaint, if
any received regarding sexual harassment.

During thefinancialyear, 2024-25, the Company has not received any complaint on sexual harassment.

Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending
underthelnsolvencyandBankruptcyCode,2016,asamended,beforeNationalCompanyLawTribunalor other Courts.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower
Policy, wherein the employees can approach the Chairman of Audit Committee and make protective disclosure about unethical
behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate
safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the
Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy, as
approved by the Board, and has also been posted on the Company''s website atwww.asianstargroup.com.

Other Disclosures

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

• Directors state that no disclosure or reporting is required with respect to the following items as there were no instances
related to these items during theyear under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares.

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

• The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time
settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons
there of, is not applicable.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like ''plans'', ''expects'' ''will'', ''anticipates'',
''believes'', ''intends'', ''projects'', ''estimates'' or other words of similar meaning. All statements that address expectations or projections
about the future, including but not limited to statements about the company''s strategy for growth, product development, market
position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain
assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate
orwill be realized.

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

Appreciation

The Board of Directors appreciate the commitment and devotion by the employees at all levels to continued growth and prosperity of
yourcompanyand its subsidiaries.

Your directors also wish to record their appreciation to shareholders, suppliers, dealers, bankers, consumers and financial institution
fortheircontinued support.

Registered Office: For and on behalf of the Board

11A-C, Mittal Court, Asian Star Company Limited

Nariman Point,

Mumbai - A00 021.

Arvind T. Shah

Place : Mumbai Chairman, CFO & Whole Time Director

Date: May 30, 2025 DIN:0000A720

---

Mar 31, 2024

Your Directors are pleased to present the Thirtieth Annual Report together with Audited Financial Statements (Standalone and Consolidated) for the Financial year ended March 31,2024.

Financial Results

(Rs. in lakhs)

Particulars	Standalone		Consolidated
	2023-2024	2022-2023	2023-2024	2022-2023
Revenue from operations	2,69,834.36	3,42,702.09	3,52,329.59	4,47,825.15
Add: Other Income	(3,011.85)	(241.08)	2,872.74	(1.71)
Total Revenue	2,72,846.21	3,42,943.17	3,55,202.33	4,47,826.86
Less: Total Expenditure	2,64,397.53	3,34,994.84	3,41,730.74	4,34,222.3
Operating Profit (PBDIT)	2,59,761.34	7,948.33	9,710.54	10,562.55
Less: Interest and Depreciation	3,642.69	2,801.39	3,761.05	3,024.01
Profit before Exceptional Items and Tax	8,448.68	7,948.33	9,710.54	10,562.55
Exceptional Items - Income / (Loss)	-	(81.12)	-	(81.12)
Profit before tax	8,448.68	7,867.21	9,710.54	10,481.43
Provision for Tax	1,896.68	2,433.65	1,955.09	2,480.04
Provision for Deferred Tax	(2.30)	(297.85)	(2.26)	(297.87)
Less / (add): Minority Interest in Profit	-	-	34.55	35.37
Profit after Tax	6,554.30	5,731.41	7,723.16	8,263.89
Other Comprehensive Income /(Loss)	(87.40)	6.82	(115.70)	(393.17)
Total Comprehensive Income	6,466.90	5,738.23	7,607.46	7,870.72

Financial Performance of the Company

The year gone by was one of the most challenging year for the global economy. Economies across the globe are grappled with challenges - supply chain disruption, rising inflation, restrictive monetary policies by the central banks, unwinding of surplus liquidity in the US and Europe resulting in tighter budgets and dent in consumer confidence, reopening of China is also taking longer than expected, Geo political issues due to ongoing Russia - Ukraine conflict and development of Israel - Gaza tension.

The Gem and Jewellery industry also was affected by the above factors. The demand slowed down with dent in consumer spending power and sentiment. As per GJECPC, the export of cut & polished diamonds fell by 27.58 % to $15.97 billion from $ 22.05 billion during the same period & that of studded gold jewelry declined by 17.48% to $4.43 billion from $ 5.37 billion.

During these difficult times Asian Star has achieved a turnover of Rs. 269834.36 lakh on standalone basis during FY 2023-24 with a decline of 21.26% over that of corresponding period of FY 2022-23. Company''s consolidated revenue was at Rs.352329.59 lakh during the year against that of Rs.447825.15 lakh with a decline of 21.32%. Standalone EBIDTA margins improved to 3.73% from 3.37 % last year with EBIDTA at Rs.10073.02 lakh. Standalone PBT improved to Rs. 8448.68 lakh vs 7867.20 lakh whereas consolidated PBT was at Rs. 9710.54 lakh against that of Rs.10481.43 lakh during FY 2022-23. Amidst the backdrop of overall economic scenario, the performance of the Company was satisfactory.

Dividend

The Directors are pleased to recommend a final dividend on equity shares at the rate of 15% (i.e. Rs. 1.50 per Equity Share of Rs. 10/-each) which will be Rs. 240.10 Lakhs subject to the approval of the members at the ensuing Annual General Meeting would be paid to members whose name appears in the Register of Members as on the Book Closure date.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1^st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961. The Dividend Distribution policy for your company is available on the website of your Company, weblink of which is given below: https://www.asianstargroup.com/wp content/themes/appwaychild/pdfs/cg/2320Dividend%20Distribution%20Policy.pdf

Transfer to Reserves

During FY 2023-24, the Board of your Company has not recommended transfer of any amount to reserves and has decided to retain the entire amount of profits for Financial Year 2023-24 in the profit and loss account.

Deposits, Loans, Advances and Other Transactions

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date. There are no deposits that have been accepted by the Company that are not in compliance with the requirements of Chapter V of the Act. Your Company has not given any loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR. Further, in terms of Regulation 34(3) read with Schedule V of the SEBI LODR, details of the transactions of the Company, with the promoter(s)and related parties as on 31^stMarch, 2024, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 32 to the standalone financial statement.

Share Capital

During the year, there has been no change in authorized share capital of the company. The Issued, Subscribed and Paid-up equity share capital of the company was Rs. 16,00,68,000/- divided into 16006800 equity shares of Rs. 10/- each of the Company as at 31^st March, 2024.

Credit Rating

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

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

Subsidiaries, Associates and Joint Ventures

As on 31^st March, 2024, the Company has 3 wholly owned subsidiaries, one Joint Venture and one associate. A report on the performance and financial position of each of the subsidiaries, joint venture and associate has been provided in Form AOC-1 as per Section 129(3) is attached as Annexure A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements including consolidated financial statements along with relevant documents and separate audited financial statements of subsidiaries are available on the website of the Company at www.asianstargroup.com.

Performance of Subsidiary Companies Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 2023-24 is US $ 116,091,654 as compared to US $ 169,734,723(Previous Year). Profit for the year is US $ 1,575,330 as compared to US $ 2,978,794(Previous Year).

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond trading and caters to the USA market. Gross Revenue of the company stood at US $ 22,872,221 for the year as compared to US $ 25,052,813(Previous Year). Net Profit / (Loss) after tax for the year is US $ 141,200 as compared to US $ 105,461(Previous Year).

Asian Star Trading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross Revenue of the Company stood at US $ 572,466 as compared to US $ 313,808 (Previous Year). Profit after tax is US $ 57,821 as compared to US $ 29,061 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 4,484.87 lakhs as compared to Rs. 4,352.92 lakhs (Previous Year). Profit after tax Rs. 38.04 lakhs as compared to Rs. 35.26 lakhs (Previous year).

Joint Venture Ratnanjali Infra LLP

Ratnanjali Infra LLP is engaged in construction of commercial and residential complexes in Ahmedabad, Gujarat.

There has been no change in the nature of business of the subsidiaries, Joint Venture and associate Company.

None of the subsidiaries, JV and associates company ceases to be subsidiaries, Joint venture and associate company of our company during the financial year 2023-24.

Secretarial Standards

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

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report.

Corporate Governance Report

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

The Corporate Governance, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate of compliance form Statutory Auditor of the Company V. A. Parikh & Associates LLP, Chartered Accountant regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Business Responsibility & Sustainability Report (BRSR)

The Securities and Exchange Board of India (''SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY2023-24 onwards.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for FY2023-24, is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environment land economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

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

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2024 and the date of this Report, other than those disclosed in this Report.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31^st March, 2024, is available on the website of the Company at www.asianstargroup.com

Unclaimed Dividend and Shares

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by Central Government of India after the completion of seven years. According, unclaimed dividend of shareholders for the Financial Year 2016-17 lying in the unclaimed dividend account of the Company as on November 5, 2024 will be transferred to IEPF on the due date.

Further details of unclaimed dividend and shares transferred to IEPF during Financial Year 2023-24 are as follow:

Financial Year	Amount of Unclaimed Dividend Transferred	Number of Shares Transferred (Amount in Rs.)
2015-16	1892	301

The Company has sent individual communication to the concerned shareholders whose dividend remained unclaimed and whose shares were liable to be transferred to the IEPF and have published newspaper communication also.

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company: -

1. Mr. Arvind T. Shah: Chairman, CFO & Whole-time Director

2. Mr. Vipul P. Shah: Chief Executive Officer and Managing Director

3. Ms. Pujadevi R. Chaurasia : Company Secretary & Compliance Officer

B. Re-Appointment:

Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a)of the Articles of Association of the Company, Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704), Non-Executive Non- Independent Director retires by rotation at the 30^thAnnual General Meeting of the Company and being eligible has offered themselves for reappointment. The Board has recommended their re-appointment at the forthcoming Annual General Meeting as a NonExecutive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704) in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Corporate Governance Report forming part of the Annual Report. Both these Directors are related to each other. Both the abovementioned Directors are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

C. Appointment:

During the FY 2023-24, Mr. Kartikeya Desai was appointed as an Additional Director (Independent Non Executive) w.e.f February 06, 2024.

There is no resignation of any Key Managerial Personnel or Directors recorded during the year 2023-24.

D. Board Independence:

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

The following Non -Executive Directors are Independent: -

1. 2. 3. 4.	Mr. K. Mohanram Pai Mr. Apurva Shah Mr. Milind Gandhi Mr. M. R. Nayak	Retired w.e.f May 20, 2024
5.	Mr. Kartikeya Desai	Appointed w.e.f February 06, 2024
6.	Mr. Navtej Singh	Appointed w.e.f May 17, 2024 as an Additional Director
7.	Mr. Kunal Todarwal
8.	Mrs. Neha Gada
9.	Mr. Jayantilal Parmar

D. Declaration by Independent Director(s)

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

The Independent Directors have also confirmed that they have registered themselves with the Independent Director''s Database maintained by the Indian Institute of Corporate Affairs.

The Independent Directors under Regulation 25(8) of the Listing Regulations have confirmed that they are not aware of any circumstance or situation, which exists or may be reasonably anticipated, that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence.

The statement regarding opinion of the Board with regard to integrity, expertise and experience (including the proficiency) of the independent directors appointed during the year are mentioned below:

1. Appointment of Mr. Kartikeya Desai (DIN: 06676124) as an Independent Director w.e.f February 06,2024

Having more than 25 years of practice in legal field, Kartikeya Desai has been acting as the head of the Firm and is its Designated Partner. His focus of practice is in the area of legal matters related to Construction and Real Estate, Intellectual Property Rights and Commercial Transactions. He has represented a vast range of clients including Private, Corporate, Media Houses and Real Estate Developers. On the non-contentious side, he advises on the real estate, finance and IPR aspects and also on the corporate transactions such as Mergers and Acquisitions, Joint Ventures, Foreign Investment and Floatation. Mr. Desai has been advising Companies, Financial Institutions and Real Estate Developers in acquiring large immovable property by taking the benefits of the recent policies of the Central and State Government.

2. Appointment of Mr. Navtej Hazara Singh (DIN: 07666197) as an Independent Director w.e.f May 17, 2024

Mr. Navtej Hazara Singh, during his long banking career spanning over 36 years, has handled various important assignments in Bank of Baroda. His qualification is M.SC., C.A.I.I.B., Certificate in Oracle, Master Diploma in Training & Development. He worked for 2 decades as Branch Head of several branches of various sizes and in different geographies across the globe. Thereafter, he took up higher roles of Dy. Regional Manager, Regional Heads, Corporate Business Transactions Head, Zonal Head and finally Territory Head in the bank as General Manager Chief-Coordination. He was a nominated member on the Board of BoB Financial Solutions Ltd. (now BOBCARD Ltd.) and took up the role of Advisor to Bank of Baroda post superannuation. His areas of expertise are Credit, Banking and Finance, Change Management, Negotiations & Conflict Resolution and Human Capital Development. He has been Advisor to leading Corporates engaged in various sectors, Independent Director and associated with Tata group companies.

3. Appointment of Mr. Kunal Sunil Todarwal (DIN: 08355866) as an Independent Director w.e.f May 17, 2024

Mr. Kunal Todarwal is a fellow member of the Institute of Chartered Accountants of India and has been practicing since 2011. He has handled various assignments in India & abroad during his professional career, which include Statutory Audits, Direct and Indirect Taxation matters, Internal Audits, Due Diligence & various types of Management Assurance Services. Kunal Todarwal is a member of Bombay Chartered Accountants Society.

He has gained lot of experience and is highly accomplished in the profession of Chartered Accountancy. He is a consultant to several large Corporations. Mr. Kunal Todarwal has helped several corporations by identifying their weaknesses and finding solutions for the same.

4. Reappointment of Mr. Jayantilal Parmar (07440353) as an Independent Director w.e.f. from November 13, 2024.

Mr. Jayantilal Dudhabhai Parmar is B. Com, CAIIB and Postgraduate in Industrial Relations & Personnel Management. He has rich experience in the field of International Business and Credit & Banking Operations. He has work experience of approximately 40 years with Bank of Baroda. He has worked across countries like India (Gujarat, Rajasthan, Madhya Pradesh, Chhattisgarh, Mumbai), Uganda (Kampala) and USA (New York).

Board Meetings

During the year, five (5) Board Meetings were convened and held, the details of which are given in the "Report on Corporate Governance", a part of this Annual Report.

Policy on Board Diversity and Director''s Appointment and Remuneration Policy

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The current policy of the board is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As on date the Board comprises of 14 members, 3 of whom are Executive Directors, 2 are Non-Executive and Non-Independent Directors and 9 Independent Directors. Further as on date 4 independent director have retired from the position w.e.f May 20, 2024 and 2 Independent Director have been appointed w.e.f. May 17, 2024 as an Additional Director (Independent director). As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has one Independent Women Director on its board.

The policy of the Company on director''s appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) Section 178 of the Companies Act, 2013, is available on our website at https://www.asianstargroup.com/corporate-governance.aspx

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

Committees of the Board

There are currently Seven Committees of the Board, as follows:

• Audit Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee.

• Risk Management Committee

• Finance Committee

• Corporate Governance Committee

Details of mandatory Committees along with their terms of reference, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

Annual Evaluation of the performance of the Board, Committees and of Directors

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

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

Familiarisation Programme of Independent Directors

All new Independent Directors inducted into the Board attend an orientation program known as Familiarisation Programme, which is for every new Independent Director of the Board to familiarise themselves with the strategy, operations and functions of our Company. The Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and developments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on website of your Company www.asianstargroup.com CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The CSR Committee mentioned below (pre and post retirement of the director)

Composition of Committee before retirement of director	Re-composition of CSR Committee w.e.f May 21,2024
1 Arvind Tarachand Shah - Chairperson *Milind Hasmukh Gandhi - Member Vipul Prabodh Shah - Member	Mr. Arvind Tarachand Shah -Chairperson Mr. Vipul P. Shah - Member Ms. Neha Gada - Member

*Mr. Milind H. Gandhi, independent directors of the Company retired w.e.f May 20, 2024.

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

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education, promoting education facilities for tribal children and rural development projects etc. The contributions in this regard have been made to various registered trust which are undertaking these schemes.

The Report on CSR activities is annexed herewith as Annexure B.

Risk Management Committee:

In compliance with Regulation 21 of Listing Regulations, a Risk Management Committee has been constituted by the Board. Risk Management Committee has been entrusted with roles and powers which includes:

a) Review and approval of Risk Management Plan

b) Review progress on the Risk Management Plan

c) Propose methodology on risk classification and measurement.

The Company has laid out a Risk Management Plan for identification and mitigation of risks. The Risk Management Committee of the Board provides reasonable oversight of the risks.

The Risk Management Committee was constituted as per SEBI(LODR) (Second Amendment), Regulations, 2021, the composition of the same is as follow:

Name	Designation	Category
1 Mr. Vipul P. Shah	CEO & Managing Director	Chairman
Mr. Jayantilal D. Parmar	Non-Executive, Independent Director	Member
Mr. Rahil V. Shah	Wholetime Director	Member

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

Particulars of Employees and Remuneration

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure C to the Board''s report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Auditors

a. Statutory Auditors

The members at the Annual General Meeting held on September 30, 2022 had appointed M/s. V.A. Parikh & Associates, Chartered Accountants (Firm Registration No. 112787W/W100073) as the Statutory Auditors for five consecutive years from the conclusion of 28^th Annual General Meeting till the conclusion of the 33^rdAnnual General Meeting of the Company. The Statutory Auditors have confirmed their independent status.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s. V.A. Parikh & Associates, Chartered Accountants, Mumbai for the financial year ended on 31^stMarch, 2024 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of your Company at its meeting held on May 17, 2024 has appointed M/s V. L. Tikmani and Associates having Firm Registration No. 132583W, to undertake the Internal Audit of the Company for the year ended March 31,2024.

c. Secretarial Auditors

Pursuant to provision of section 204 of the Companies Act, 2013 and rules made thereunder, the board has appointed M/s Yogesh D. Dabholkar & Co., Practicing Company Secretaries (C.P. No. 6752) to undertake the Secretarial Audit of the Company for the year ended March 31,2024. The Secretarial Audit Report is annexed as Annexure D and forms an integral part of this Report.

d. Cost Audit

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

e. Reporting of Frauds by Auditors

None of the Auditors of the Company have identified and reported any fraud as specified under the second proviso of Section 143(12) of the Act

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

Related Party Transactions

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

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

The "Policy on materiality of and on dealing with related party transactions" (as amended) as approved by the Board may be accessed on the Company''s website at www.asianstargroup.com.

The Directors draw attention of the members to note no. 32 to the standalone financial statement which sets out related party disclosures.

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

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

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of Energy.

Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located at Pallakad, Kerala.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located in the state of Maharashtra and Kerala. During the year 2023-24, the Company has generated 58.50 lakhs kwh resulting in the sales of Rs. 181 lakhs.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,50,184.11 lakhs in foreign exchange by way of exports and dividend and has spent Rs. 148,800.03 lakhs in foreign exchange, for the import of raw materials, machinery & consumables, foreign travel, repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure E to this Report.

Directors'' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

1) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

2) They have 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 profits of the Company for that period.

3) They have 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.

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

5) They have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively, and

6) They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

Internal Financial Controls

The Company has in place adequate internal financial control with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

Risk Management

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as per the requirement of the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges), Board has formed a Risk Management Policy to regulate the plan for the key risks faced by the Company. The Company has developed a very comprehensive Risk Management Policy under which all key risks are identified and controlled. The same is reviewed periodically by senior management and also by the Board.

The provisions of Regulation 21 of SEBI LODR became applicable and therefore, the Board of your Company at its meeting held on 14^th May, 2021 has constituted the Risk Management Committee consisting of Mr. Vipul P. Shah, CEO & Managing Director, Mr. Rahil V. Shah, Wholetime Director and Mr. Jayantilal D. Parmar, Independent Director. The role of the committee interalia, includes, formulation, overseeing and implementation of Risk Management policy, Business Continuity Plan, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

Listing

The Equity Shares of the Company are listed on BSE Limited. The Company has paid listing fees for the year 2023-24.

Documents placed on the website:

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1) Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related Party Transactions

6) Investors Contact

7) Nomination & Remuneration policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non-Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) Policy for Determining Material Subsidiaries

14) Policy on Preservation of Documents and Archival Policy

15) Code for Fair Disclosure of UPSI

16) Policy on Material Related Party Transaction

17) Policy on prohibition of Insider Trading

18) Dividend Distribution policy

19) Policy on Directors'' appointment and remuneration including criteria for determining qualifications, positive attributes, independence of a director

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

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

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

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Complaints Committee has been set up to redress complaint, if any received regarding sexual harassment.

During the financial year, 2023-24, the Company has not received any complaint on sexual harassment.

Proceedings under Insolvency and Bankruptcy Code, 2016

During the year under review, there were no proceedings that were filed by the Company or against the Company, which are pending under the Insolvency and Bankruptcy Code, 2016, as amended, before National Company Law Tribunal or other Courts.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, wherein the employees can approach the Chairman of Audit Committee and make protective disclosure about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy, as approved by the Board, and has also been posted on the Company''s website at www.asianstargroup.com.

Other Disclosures

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

• Directors state that no disclosure or reporting is required with respect to the following items as there were no instances related to these items during the year under review:

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares.

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

• The requirement to disclose the details of the difference between the amount of the valuation done at the time of one-time settlement and the valuation done while taking a loan from the Banks or Financial Institutions along with the reasons there of, is not applicable.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like ''plans'', ''expects'' ''will'', ''anticipates'', ''believes'', ''intends'', ''projects'', ''estimates'' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company''s strategy for growth, product development, market position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.

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

Appreciation

The Board of Directors appreciate the commitment and devotion by the employees at all levels to continued growth and prosperity of your company and its subsidiaries.

Your directors also wish to record their appreciation to shareholders, suppliers, dealers, bankers, consumers and financial institution for their continued support.

Registered Office: For and on behalf of the Board

114-C, Mittal Court, Asian Star Company Limited

Nariman Point,

Mumbai - 400 021.

Arvind T. Shah

Place : Mumbai Chairman, CFO &Whole Time Director

Date: May 17, 2024 DIN:00004720

---

Mar 31, 2023

Your Directors are pleased to present the Twenty Ninth Annual Report together with Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31,2023.

Financial Results				(Rs. in Lakhs)
PARTICULARS	Standalone		Consolidated
	2022-2023	2021-2022	2022-2023	2021-2022
Revenue from operations	3,42,702.09	3,03,424.84	4,47,825.15	4,42,260.74
Add: Other Income	(793.67)	1,025.68	(1,033.05)	779.29
Total Revenue	3,41,908.42	3,04,450.52	4,46,792.10	4,43,040.03
Less: Total Expenditure	3,31,158.70	2,94,595.14	4,32,997.76	4,29,263.84
Operating Profit (PBDIT)	10,749.72	9,855.38	10,794.34	13,776.19
Less: Interest and Depreciation	2,801.39	1,615.47	3,231.79	1,932.17
Profit before Exceptional Items and Tax	7,948.33	8,239.91	10,562.55	11,844.02
Exceptional Items - Income / (Loss)	(81.12)	(530.24)	(81.12)	(530.24)
Profit before tax	7,867.21	7,709.67	10,481.43	11,313.78
Provision for Tax	2,433.65	2,232.08	2,480.04	2,260.57
Provision for Deferred Tax	(297.85)	(351.35)	(297.87)	(351.21)
Less / (add): Minority Interest in Profit	-	-	35.37	21.66
Profit after Tax	5,731.41	5,828.94	8,263.89	9,404.42
Other Comprehensive Income	6.82	(41.85)	(393.17)	(148.24)
Total Comprehensive Income	5,738.23	5,787.09	7,870.72	9,234.52

Financial Performance of the Company

FY 2022-2023 witnessed a decelerating economic conditions across the globe amid rising inflation, aggressive monetary tightening and geo political tensions due to Russia - Ukraine war and continuing stringent restrictions in China to curb the Covid cases. The conditions worsened during the third quarter with three major economies the USA, China and Europe weakening further. Central Banks of major developed economies continued raising interest rates to curb the rising inflation resulting in liquidity crunch and fear of recession. The Gem and Jewellery industry also had its impact as the demand slowed down in the second half with dent in consumer spending power and sentiment.

Amidst these volatile and uncertain economic environment the Company had a steady financial performance for the year. Turnover for the year on standalone basis stood at Rs.342,703 lakh lacs with a growth of 12% over that of Rs. 3,03,425 lakh achieved during the previous year. EBIDTA for the year was Rs. 11,543 lakh, compared to Rs. 8,830 lakh with growth of an outstanding growth 31% whereas Profit before tax excluding other income and exceptional items stood at Rs.8,742 lakh for the year under review as compared to Rs.7,214 lakh for the previous year representing jump of 21%.

Company''s consolidated revenue during the year increased to Rs. 4,47,825 lakh from Rs. 4,42,261 lakh in the previous year. With our focus on ''value'' underpinned by efficiency, our margins have significantly improved. Our EBIDTA for the year was Rs. 14,827 lakh, compared to Rs. 12,997 lakh, and our PBT (excluding other income and exceptional items) was Rs. 11,596 lakh, up from Rs. 11,065 lakh in the previous year.

We at Asian Star strongly feel that overall downturn in the global economy is bottoming out. This is passing phase of consolidation for the Industry and Asian Star before bouncing back to new highs.

Dividend

The Directors are pleased to recommend a final dividend on equity shares at the rate of 15% (i.e. Rs. 1.50 per Equity Share of Rs. 10/-each) which will be Rs. 240.10 Lakhs subject to the approval of the members at the ensuing Annual General Meeting would be paid to members whose name appears in the Register of Members as on the Book Closure date.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1st April, 2020 and the Company is required to deduct tax at source (TDS) from dividend paid to the members at prescribed rates as per the Income-tax Act, 1961. The Dividend Distribution policy for your company is available on the website of your Company, weblink of which is given below:

https://www.asianstargroup.com/wp-content/themes/appwaychild/pdfs/cg/2320Dividend%20Distribution%20Policy.pdf

Transfer to Reserves

During FY 2022-23, the Board of your Company has not recommended the transfer of any amount to reserves and has decided to retain the entire amount of profits for Financial Year 2022-23 in the profit and loss account.

Deposits, Loans, Advances and Other Transactions

Your Company has not accepted any deposits from public or its employees and, as such no amount on account of principal or interest on deposit were outstanding as of the Balance Sheet date. Your Company has not given any loans and advances, which are required to be disclosed in the annual accounts of the Company pursuant to Regulation 34(3) read with Schedule V of the SEBI LODR. Further, in terms of Regulation 34(3) read with Schedule V of the SEBI LODR, details of the transactions of the Company, with the promoter(s) and related parties as on 31st March, 2023, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 32 to the standalone financial statement.

Share Capital

During the year, there has been no change in authorised share capital of the company. The Issued, Subscribed and Paid-up equity share capital of the company was Rs. 16,00,68,000/- divided into 16006800 equity shares of Rs. 10/- each of the Company as at 31st March, 2023.

Credit Rating

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

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

Subsidiaries, Associates and Joint Ventures

As on 31st March, 2023, the Company has 3 wholly owned subsidiaries, one Joint Venture and one associate. A report on the performance and financial position of each of the subsidiaries, joint venture and associate has been provided in Form AOC-1 as per Section 129(3) is attached as Annexure A.

Further, pursuant to the provisions of Section 136 of the Act, the financial statements including consolidated financial statements along with relevant documents and separate audited financial statements of subsidiaries are available on the website of the Company at www.asianstargroup.com.

Performance of Subsidiary Companies Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 2022-23 is US $ 169,734,723 as compared to US $ 207,763,564 (Previous Year). Profit for the year is US $ 2,978,794 as compared to US $ 5,046,702 (Previous Year).

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is in the business of diamond trading and caters to the USA market. Gross Revenue of the company stood at US $ 25,052,813 for the F.Y 2022-23 as compared to US $ 23,587,433 (Previous Year). Net Profit / (Loss) after tax for the year is US $ 105,461 as compared to US $ 93,757 (Previous Year).

Asian Star Trading (Hong Kong) Limited

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross Revenue of the Company stood at US $ 3,74,002 for the F.Y 2022-23 as compared to US $ 51,003 (Previous Year). Profit after tax is US $ 29,062 as compared to US $ 33,747 (Previous Year).

AssociatesShah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 4,353 lakhs as compared to Rs. 4,302 lakhs (Previous Year). Profit after tax Rs. 35.26 Lakhs as compared to Rs. 22.46 lakhs (Previous year).

Joint Venture Ratnanjali Infra LLP

Ratnanjali Infra LLP engaged in construction of commercial and residential complexes in Ahmedabad, Gujarat.

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

Secretarial Standards

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

Management Discussion and Analysis Report

The Management Discussion and Analysis Report, as required in terms of Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is presented in separate section forming part of this Annual Report.

Corporate Governance Report

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

The Corporate Governance, which form an integral part of this Report, is set out as separate Annexure, together with the Certificate of compliance form Statutory Auditor of the Company V. A. Parikh & Associates LLP, Chartered Accountant regarding compliance with the requirements of Corporate Governance as stipulated under various regulations of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

Business Responsibility & Sustainability Report (BRSR)

The Securities and Exchange Board of India (''SEBI''), in May, 2021, introduced new sustainability related reporting requirements to be reported in the specific format of Business Responsibility and Sustainability Report (''BRSR''). Further, SEBI has mandated top 1,000 listed companies, based on market capitalization, to transition to BRSR from FY 2022-23 onwards.

In accordance with Regulation 34(2)(f) of the Listing Regulations, BRSR, covering disclosures on the Company''s performance on Environment, Social and Governance parameters for FY23, is part of this Integrated Report. BRSR includes reporting on the nine principles of the National Voluntary Guidelines on social, environmental and economic responsibilities of business as framed by the MCA. Cross referencing is provided in relevant sections of Integrated Report with suitable references to the BRSR.

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

There have been no other material changes and commitments affecting the financial position of the Company which have occurred between March 31,2023 and the date of this Report, other than those disclosed in this Report.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31st March, 2023, is available on the website of the Company at www.asianstargroup.com

Unclaimed Dividend and Shares

Pursuant to the applicable provisions of the Companies Act, 2013, read with the IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 ("the IEPF Rules"), all unpaid or unclaimed dividends are required to be transferred by the Company to the IEPF, established by Central Government of India after the completion of seven years. According to these rules, the shares on which dividend has not been paid or claimed by the shareholders for seven consecutive years or more shall also be transferred to the demat account of the IEPF Authority. During the year, the Company has transferred the unclaimed dividends of Rs. 1525.50/- and no shares were transferred to IEPF. The details are provided in the Shareholder Information Section of this Annual Report and are also available on our website at www.asianstargroup.com.

Directors and Key Managerial PersonnelA. Key Managerial Personnel

The following are Key Managerial Personnel of the Company:-

1. Mr. Arvind T. Shah: Chairman, CFO & Whole-time Director

2. Mr. Vipul P. Shah: Chief Executive Officer and Managing Director

3. Mrs. Sujata D. Nadgouda: Company Secretary & Compliance Officer (upto June 30, 2022)

4. Mr. Sandeep Ramesh Bhandari: Company Secretary & Compliance Officer (Appointed w.e.f. December 28, 2022 and resigned on February 28, 2023)

5. Ms. Pujadevi R. Chaurasia : Company Secretary & Compliance Officer (Appointed w.e.f March 13, 2023.)

Mrs. Sujata D. Nadgouda, Company Secretary & Compliance Officer resigned w.e.f June 30, 2022 due to family reason.

Further based on the recommendation of the Nomination and Remuneration Committee (NRC) and the Board, vide resolution passed on December 28, 2022, approved appointment of Mr. Sandeep R. Bhandari as a Company Secretary & Compliance Officer of the Company. He resigned from his position w.e.f February 28, 2023 due to his personal reason.

On recommendation of the Nomination and Remuneration Committee (NRC) and the Board, vide resolution passed on March 13, 2023 Ms. Pujadevi R. Chaurasia was appointed as Company Secretary & Compliance Officer of the Company.

B. Re-Appointment:

Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a) of the Articles of Association of the Company, Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704), Non-Executive Non- Independent Director retires by rotation at the 29th Annual General Meeting of the Company and being eligible has offered themselves for reappointment. The Board has recommended their re-appointment at the forthcoming Annual General Meeting as a NonExecutive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Priyanshu A. Shah (DIN: 00004759) and Mr. Dharmesh D. Shah (DIN: 00004704) in terms of Regulation 36(3) of SEBI LODR and Secretarial Standards on General Meeting, are provided in the Corporate Governance Report forming part of the Annual Report. Both these Directors are related to each other. Both the abovementioned Directors are not disqualified from being re-appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

C. Board Independence:

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

The following Non-Executive Directors are Independent:-

1. Mr. K. Mohanram Pai

2. Mr. Apurva Shah

3. Mr. Milind Gandhi

4. Mr. M. R. Nayak

5. Mrs. Neha Gada

6. Mr. Jayantilal Parmar

D. Declaration by Independent Director(s)

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

Board Meetings

During the year, Six (6) Board Meetings were convened and held, the details of which are given in the "Report on Corporate Governance", a part of this Annual Report.

Policy on Board Diversity and Director''s Appointment and Remuneration Policy

The Company recognizes and embraces the importance of a diverse Board in its success. We believe that a truly diverse Board will leverage differences in thought, perspective, knowledge, skill, regional and industry experience, cultural and geographical backgrounds, age, ethnicity, race and gender that will help us retain our competitive advantage. The current policy of the board is to have an appropriate mix of Executive, Non-Executive and Independent Directors to maintain the independence of the Board and separate its functions of governance and management. As of March 31, 2023, the Board comprises of 11 members, 3 of whom are Executive Directors, 2 are Non-Executive and Non-Independent Directors and 6 Independent Directors. As per regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has one Independent Women Director on its board.

The policy of the Company on directors'' appointment and remuneration, including the criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) Section 178 of the Companies Act, 2013, is available on our website at https://asianstargroup.com/corporate-governance.aspx

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

Committees of the Board

There are currently Seven Committees of the Board, as follows:

• Audit Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Risk Management Committee

• Finance Committee

• Corporate Governance Committee

Details of mandatory Committees along with their terms of reference, composition and meetings held during the year, are provided in the "Report on Corporate Governance", a part of this Annual Report.

Annual Evaluation of the performance of the Board, Committees and of Directors

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

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

Familiarisation Programme of Independent Directors

All new Independent Directors inducted into the Board attend an orientation program known as Familiarisation Programme, which is for every new Independent Director of the Board to familiarise the new inductee(s) with the strategy, operations and functions of our Company. The Executive Directors / Senior Managerial Personnel make presentations to the inductees about the Company''s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and developments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on website of your Company www.asianstargroup.com

CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The CSR Committee comprises of Mr. Arvind T. Shah, Executive Director (Chairman), Mr. Vipul P. Shah, Executive Director, (Member) and Mr. Milind H. Gandhi, Independent Director (Member).

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

As part of its initiatives under "Corporate Social Responsibility" (CSR), the company has contributed funds for the schemes of promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education, promoting education facilities for tribal children and rural development projects etc. The contributions in this regard have been made to various registered trust which are undertaking these schemes.

The Report on CSR activities is annexed herewith as Annexure B.

Risk Management Committee:

In compliance with Regulation 21 of Listing Regulations, a Risk Management Committee has been constituted by the Board. Risk

Management Committee has been entrusted with roles and powers which includes: a) Review and approval of Risk Management Plan b) Review progress on the Risk Management Plan c) Propose methodology on risk classification and measurement. The Company has laid out a Risk Management Plan for identification and mitigation of risks. The Risk Management Committee of the Board provides reasonable oversight of the risks.

The Risk management Committee is required by SEBI (LODR) (Second Amendment), Regulations, 2021 was constituted, the composition of the same is as follow:

Name of the Directors	Designation	Category
Mr. Vipul P. Shah	CEO & Managing Director	Chairman
Mr. Jayantilal D. Parmar	Non-Executive, Independent Director	Member
Mr. Rahil V. Shah	Executive Director	Member

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

Particulars of Employees and Remuneration

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure C to the Board''s report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees'' particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Auditorsa. Statutory Auditors

The members at the Annual General Meeting held on September 30, 2022 had appointed M/s. V. A. Parikh & Associates LLP, Chartered Accountants (Firm Registration No. 112787W/W100073) as the Statutory Auditors for five consecutive years from the conclusion of 28th Annual General Meeting till the conclusion of the 33rd Annual General Meeting of the Company. The Statutory Auditors have confirmed their independent status.

The notes of the financial statements referred to in the Auditors'' Report issued by M/s. V. A. Parikh & Associates LLP, Chartered Accountants, Mumbai for the financial year ended on 31st March, 2023 are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation or adverse remark.

b. Internal Auditors

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of your Company at its meeting held on May 30, 2022 has appointed M/s V. L. Tikmani and Associates having Firm Registration No. 132583W, to undertake the Internal Audit of the Company for the year ended March 31,2023.

c. Secretarial Auditors

Pursuant to provision of section 204 of the Companies Act, 2013 and rules made thereunder, the Board of Directors of your Company held on May 30, 2022 has appointed M/s Yogesh D. Dabholkar & Co., Practicing Company Secretaries (C.P. No. 6752) to undertake the Secretarial Audit of the Company for the year ended March 31,2023. The Secretarial Audit Report is annexed as Annexure D and forms an integral part of this Report.

d. Cost Audit

The Company is not required to maintain cost records as per sub-section (1) of Section 148 of the Act.

Particulars of Loans, Guarantees or Investments

Details of Loans, Guarantees or Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements

Related Party Transactions

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

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

The "Policy on materiality of and on dealing with related party transactions" (as amended) as approved by the Board may be accessed on the Company''s website at the link www.asianstargroup.com.

The Directors draw attention of the members to note no. 32 to the standalone financial statement which sets out related party disclosures.

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

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

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of Energy.

Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located in the state of Pallakad and Kerala.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located in the state of Maharashtra and Kerala. During the year 2022-23, the Company has generated 79.91 lakhs kwh resulting in the sales of Rs. 229 lakhs. During the year the Company has sold its windmills located at Sangli - Maharashtra as they were ageing and generation was depleting year on year.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,95,898.89 lakhs in foreign exchange by way of exports and dividend and has spent Rs. 188,614.56 lakhs in foreign exchange, for the import of raw materials, machinery & consumables, foreign travel, repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

The particulars in respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, as required under section 134(3)(m) of the Companies Act read with the Companies (Accounts) Rules, 2014 are appended as Annexure E to this Report.

Directors'' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures.

(ii) They have 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 profits of the Company for that period.

(iii) They have 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.

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

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

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

Internal Financial Controls

The Company has in place adequate internal financial controls with reference to the Financial Statements. The Audit Committee of the Board reviews the internal control systems including internal financial control system, the adequacy of internal audit function and significant internal audit findings with the management, Internal Auditors and Statutory Auditors.

Risk Management

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as per requirement of the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges), Board has formed a Risk Management Policy to regulate the plan for the key risks faced by the Company. The Company has developed a very comprehensive Risk Management Policy under which all key risks are identified and controlled. The same is reviewed periodically by senior management and also by the Board.

The provisions of Regulation 21 of SEBI LODR became applicable and therefore, the Board of your Company at its meeting held on 14th May, 2021 has constituted the Risk Management Committee consisting of Mr. Vipul P. Shah, CEO & Managing Director, Mr. Rahil V. Shah, Executive Director and Mr. Jayantilal D. Parmar, Independent Director. The role of the committee inter alia, includes, formulation, overseeing and implementation of Risk Management policy, Business Continuity Plan, and to ensure that appropriate methodology, processes and systems are in place to monitor and evaluate risks associated with the business of the Company.

Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 202223.

Documents placed on the website:

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1) Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related Party Transactions

6) Investors Contact

7) Nomination & Remuneration policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non-Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) Policy for Determining Material Subsidiaries

14) Policy on Preservation of Documents and Archival Policy

15) Code for Fair Disclosure of UPSI.

16) Policy on Material Related Party Transaction

17) Policy on prohibition of Insider Trading

18) Dividend Distribution policy.

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

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

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

Disclosure as per Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013.

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under. An Internal Complaints Committee has been set up to redress complaint, if any received regarding sexual harassment.

During the financial year, 2022-23, the Company has not received any complaint on sexual harassment.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, wherein the employees can approach the Chairman of Audit Committee and make protective disclosure about unethical behavior, actual or suspected fraud or violation of the Company''s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company have been denied access to the Audit Committee. The Policy, as approved by the Board, and has also been posted on the Company''s website at www.asianstargroup.com

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

There is no instance of fraud committed against the Company by its officers or employees, the details of which would need to be

mentioned in the Board''s report.

Other Disclosures

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

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

• Issue of equity shares with differential rights as to dividend, voting or otherwise.

• Issue of sweat equity shares.

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

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like ''plans'', ''expects'' ''will'', ''anticipates'', ''believes'', ''intends'', ''projects'', ''estimates'' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company''s strategy for growth, product development, market position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.

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

Appreciation

The Board of Directors appreciate the commitment and devotion by the employees at all levels to continued growth and prosperity of your company and its subsidiaries.

Your directors also wish to record their appreciation to shareholders, suppliers, dealers, bankers, consumers and financial institutions for their continue support.

---

Mar 31, 2018

Dear Members,

The Directors are pleased to present the Twenty-Fourth Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended March 31, 2018.

Financial Results (Rs. in Crores)

PARTICULARS	2017-2018	2016-2017
Total Sales	2726.56	2,696.52
Add : Other Income	11.05	8.55
Total Income	2737.61	2,705.07
Less : Total Expenditure	(2639.54)	(2597.45)
Operating Profit (PBDIT)	98.07	107.62
Less : Interest and Depreciation	41.56	40.15
Profit before Exceptional Items and Tax	56.51	67.47
Exceptional Items - Income / (Loss)	(4.89)	(0.44)
Profit before tax	51.62	67.03
Provision for Tax	19.65	22.76
Provision for Deferred Tax	(3.67)	(0.21)
Profit after Tax	35.64	44.48
Other Comprehensive Income	(0.25)	(1.74)
Total Comprehensive Income	35.39	42.74

Financial Performance of the Company

Your Company reported growth in revenue from operations of 1.11% over the previous year with sales of Rs. 2726.56 crores against that of Rs. 2696.52 crores in the previous year. The Company’s profit after tax is Rs. 35.64 crores against that of Rs. 44.48 crores in the previous year.

Change in the nature of business, if any

There is no change in the nature of business of your Company during the year under review.

Material changes and commitments, if any, affecting the financial position of the Company:

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

Dividend And Reserves

Your Directors are pleased to recommend a dividend of 15% i.e. Rs. 1.50 per Equity Share of Rs. 10/- each aggregating to Rs. 240.10 Lakhs for the financial year ended March 31, 2018 subject to the approval of the members on September 25, 2018. During the year under review, your Company transferred a sum of Rs. 2 Crore to the General Reserve out of amount available for appropriations and rest of the profit is to be retained in the Profit and Loss Account.

Share Capital

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

The paid up capital of the Company as at March 31, 2018 stood at Rs. 16,00,68,000/-

During the year under review, the Company has not issued:

- Equity Shares with differential rights

- Sweat Equity Shares

- Employee Stock Options

No provision of money was made by Company for purchase of its own shares by employees or by trustees.

Deposit

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

Scheme of Merger

The Scheme of Merger by Absorption (the “Scheme”) for merger of Asian Star Jewels Private Limited, wholly owned subsidiary into Asian Star Company Limited with the appointed date as April 1, 2017, has been filed with the National Company Law Tribunal, Mumbai Bench (“NCLT”) for approval. Upon receipt of approval, the Scheme shall be given effect to in the financial statements of the Company.

Performance of Subsidiary Companies Asian Star Jewels Private Limited

Asian Star Jewels offer world class diamond jewellery to its global clientele through a widespread marketing network. The Gross Revenue of the Company for FY 17-18 is Rs. 14,303.45 Lacs as compared to Rs. 14,582 Lacs in previous year. Profit after Tax stood at Rs. 616 Lacs for FY 2017-18 as compare to Rs. 434.17 Lacs in previous year.

Asian Star DMCC

Asian Star DMCC carries out trading in diamonds catering mainly to UAE market. The Gross Revenue of the Company for F.Y 17-18 is US $ 12,783,930 as compared to US $ 4,700,207 in previous year. Profit for the year was US $ 10,830,758 as compared to US $ 3,368,931 in previous year.

Asian Star Company Limited (USA)

Asian Star Company Limited (USA) is engaged in diamond trading and caters to the USA market. Gross Revenue of the company stood at US $ 677,513 for the Year. Net Profit after tax was US $ 68,013 .

Asian Star Trading (Hong Kong) Limited.

Asian Star Trading (Hong Kong) Limited is engaged in trading of diamonds. Gross revenue of the Company stood at US $ 108,719.79 as compare to US $ 101,359 in previous year. Profit after tax is US $ 102,662.68 as compared to US $ 91,206 in previous year.

Associate Company Shah Manufacturers

Shah Manufacturers is engaged in processing of diamond on job work basis. Gross revenue for Current year is Rs. 9,042.22 lacs as compare to Rs. 4,535.69 lacs in previous year. Profit after tax is Rs. 25.19 lacs as compared to Rs. 46.85 lacs in previous year.

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

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries and the associate company is set out in the prescribed form AOC-1, which forms part of the annual report. Performance and financial position of the subsidiary companies and the associate company is given in Annexure - A

Consolidated financial statements

The Consolidated Financial Statements of the Company, its subsidiaries and associate company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company, as required under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided in a separate section and forms an integral part of this Report.

Corporate Governance Report

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

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

Extract of Annual Return

The details forming part of the extract of the Annual Return in form MGT 9, as required under section 92 (3) of the Companies Act, 2013, and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014 is annexed, as Annexure - B and forms an integral part of this Report. The copy of Annual Return is available on our website under “Investor Center” section at www.asianstargroup.com.

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

The following are Key Managerial Personnel of the Company:-

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

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

3. Ms. Aparna R. Shinde: Company Secretary

B. Directors:

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

Mr. Rahil V. Shah (DIN:- 06811700) was appointed as Executive Director of the Company for a term of 5 years. His present term will expire on January 17, 2019. It is proposed to appoint him as Executive Director at the ensuing Annual General Meeting on terms and conditions decided by the Board of Directors.

Mr. Kundapur Mohanram Pai (DIN: - 00007198), Non-Executive Independent Director has attained the age of 81 years in the month of February 2018. As Regulation 17(1 A) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) (Amendment) Regulations, 2018 vide SEBI Notification No. SEBI/LAD-NRO/GN/2018/10 dated May 9, 2018 and other applicable provisions, if any, of the Companies Act, 2013. The Company seeks consent of the members by way of special resolution for continuation of his holding of existing office after the age of 75 years during the tenure of his appointment.

Based on performance evaluation done by Board of Directors and recommendation of Nomination and Remuneration Committee appointment of Mr. Kundapur Mohanram Pai (DIN 00007198), Mr. Apurva Rajendra Shah (DIN 00004781), Mr. Milind Hasmukh Gandhi (DIN 01658439) and Mr. Miyar R. Nayak (Din 03352749) as Independent Directors whose term will expire on May 21, 2019 and being eligible for appointment as an Independent Directors of Company for second term of 5 (five) consecutive years, i.e. up to May 21, 2024 subject to the approval of Members at the ensuing Annual General Meeting.

C. Board independence:

Our definition of ‘Independence’ of Directors is derived from Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges) and Section 149(6) of the Companies Act, 2013.

The following Non-Executive Directors are Independent in terms of Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges) and Section 149(6) of the Companies Act, 2013:

1. Mr. K. Mohanram Pai

2. Mr. Apurva Shah

3. Mr. Milind Gandhi

4. Mr. M. R. Nayak

5. Mrs. Neha Gada

6. Mr. Anand Gandhi

7. Mr. Hasmukh Gandhi*

*Mr. Hasmukh B. Gandhi (DIN: - 00009153), Independent - Non Executive Director, ceased to be director of the Company due to his sad demise on May 24, 2017.

D. Declaration by an Independent Director(s):

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act, Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

Number of meetings of the Board

The Board met four times during the financial year, as held on May 24, 2017, August 10, 2017, November 10, 2017 and February 6, 2018 the details of which are given in the “Report on Corporate Governance”. The Company has complied with applicable Secretarial Standard issued by the Institute of Company Secretaries of India.

Committees of the Board

There are currently six Committees of the Board, as follows:

- Audit Committee

- Finance Committee

- Corporate Governance Committee

- Stakeholder Grievance’s Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

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

Pursuant to the provisions of the Act and the Listing Regulations, the Board has carried out an annual evaluation of its own performance, performance of the individual Director as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation process for the Board, its Committees and Directors. 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 Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

Familiarisation Programme/Training of independent directors

Your company have developed an orientation programme known as familiarisation programme which is for the benefit of every new independent director of the Board. To familiarize the new inductee(s) with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company’s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and developments in the industry and business environment.

Corporate Social Responsibility (CSR)

Company has a CSR Policy which emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on our website: www.asianstargroup.com.

CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII of the Companies Act, 2013, at present or as may be amended from time to time. The CSR Committee comprises of Mr. Arvind T. Shah, Executive Director (Chairman), Mr. Dinesh T. Shah, CFO & Executive Director (Member) and Mr. Milind H. Gandhi, Independent Director (Member).

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for the schemes of promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education , promoting education facilities for tribal children and rural development projects etc. The contributions in this regard have been made to various registered trust which are undertaking these schemes.

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

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of 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 appended as Annexure - D to the Board’s report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Auditors

a. Statutory Auditor

In accordance with the provisions of section 139(1) of the Companies Act, 2013, Mahendra Doshi & Associates, Chartered Accountants, (Firm Registration Number 105765W) are the statutory auditors of the Company appointed in 23rd Annual General Meeting held on 28th September, 2017 until Conclusion of 28th Annual General Meeting to be held in 2022. The Company has received confirmation from them to the effect that they are not disqualified for holding the office of the Auditors.

The response of your Directors on the observations made by Statutory Auditor is as follows:-

The Director’s Identification Number (DIN) of some of the directors was deactivated during the year on account of non compliance of annual filing requirements in a private limited Company in which they are directors. The DIN of Directors was reactivated by the Ministry of Corporate Affairs after complying the necessary provisions of the Act in respect of the filing of the financial statements. The Directors of the Company ensure the compliance of all the applicable provisions of the Act even in respect of their directorship in other Companies in future.

b. Internal Auditor

Pursuant to the provisions of Section 138 of the Companies Act, 2013 read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company had appointed Suresh Anchaliya & Company, to undertake the Internal Audit of the Company for the year ended March 31, 2019.

c. Secretarial Auditor

Pursuant to provision of Section 204 of the Companies Act, 2013 and rules made thereunder, the board has appointed Messrs Yogesh D. Dabholkar & Co. a firm of Company Secretaries in Practice (C.P.No. 6752) to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed as Annexure- E and forms an integral part of this Report.

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

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

Response to point No.2

As a part of the funding requirement, the company had agreed to give interest free loan to it’s wholly owned subsidiary in India. The management of the Company will take care of compliance of the provisions of the Act in respect of levy of interest on the loan granted to its wholly owned subsidiary.

Response to point No.3

The Director’s Identification Number (DIN) of some of the directors was deactivation during the year on account of non compliance of annual filing requirements in a private limited Company in which they are directors. The DIN of Directors was reactivated by the Ministry of Corporate Affairs after complying with the necessary provisions of the Act in respect of the annual filing requirements. The Directors of the Company shall ensure the compliance of all the applicable provisions of the Act even in respect of their directorship in other Companies in future.

Response to point No.4

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

Internal Control System and their Adequacy with reference to Financial Statements:

Your Company has adequate systems and processes of internal controls which are commensurate with its size and nature of operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial information, complying with applicable statutes, safeguarding of assets, authorization of transactions and adherence to the Company’s policies and practices. The internal controls and governance process are duly reviewed for their adequacy and effectiveness through periodic audits by Internal Auditor. A report on internal financial controls is provided in Annexure B to Independent Auditor’s Report.

Particulars of Loans, Guarantees or Advances

Details of Loans, Guarantees or Advances covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Financial Statement.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges) & Companies Act, 2013 (‘the Act’). There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

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

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website: www.asianstargroup.com

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and company’s operations in future:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information relating to conservation of energy nevertheless Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company’s windmills are located in the state of Maharashtra, Tamil Nadu & Kerala.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company’s windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2017-18, the Company has generated 197.57 lacs kwh resulting in the sales of Rs. 640 lacs.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 157,849 lacs in foreign exchange by way of exports, dividend and commission and has spent Rs.108,069 lacs in foreign exchange, for the import of raw materials, machinery & consumables, foreign travel, repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) The Directors have 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 profits of the Company for that period.

(iii) 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.

(iv) The Directors had prepared the annual accounts on a ‘Going Concern’ basis.

(v) 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, and

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

Risk Management Policy

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as per requirement of the applicable provisions of the Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges), Board has formed a Risk Management policy to regulate the plan for the key risks faced by the Company. The Company has developed a very comprehensive risk management policy under which all key risks are identified and controlled. The same is reviewed periodically by senior management and also by the Board.

Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2018-19.

Documents placed on the website

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1) Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related Party Transactions

6) Investors Contact

7) Nomination & Remuneration policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) Policy for Determining Material Subsidiaries

14) Policy on Preservation of Documents and Archival Policy

Special Business:

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its “human resources” as one of its most important assets.

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

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2017-18, the Company has not received any complaint on sexual harassment.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy, as approved by the Board, is uploaded on the Company’s website: www.asianstargroup.com

Fraud

No fraud has been reported during the year

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like ‘plans’, ‘expects’ ‘will’, ‘anticipates’, ‘believes’, ‘intends’, ‘projects’, ‘estimates’ or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company’s strategy for growth, product development, market position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.

The company’s actual results, performance or achievements could thus differ materially from those projected in any such forward - looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward - looking statements, on the basis of any subsequent developments, information or events.

Appreciation

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to shareholders, customers, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Registered Office:

114-C, Mittal Court, Nariman Point, For and on behalf of the Board

Mumbai - 400 021. Dinesh T. Shah

Place : Mumbai Chairman & CFO

Dated : May 24, 2018 DIN:00004685

---

Mar 31, 2017

Dear Members,

The Directors are pleased to present the Twenty-Third Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended March 31,2017.

Financial Results (Rs. in Crores)

PARTICULARS	2016-2017	2015-2016
Total Sales	2,696.52	2,372.62
Add: Other Income	8.13	1.72
Total Income	2,704.65	2,374.34
Less: Total Expenditure	2,597.03	2,284.31
Operating Profit (PBDIT)	67.47	90.03
Less: Interest and Depreciation	107.62	33.34
Profit before Exceptional Items and Tax	40.15	56.69
Exceptional Items - Income / (Loss)	(0.44)	(0.86)
Profit before Tax	67.03	55.83
Provision for Tax	22.76	20.81
Provision for Deferred Tax	(0.21)	(5.14)
Profit after Tax	44.48	40.16
Open Comprehensive Income	(1.74)	(2.03)
Total Comprehensive Income	42.74	38.13

Performance of the Company

Company reported a top-line growth of 13.65% over the Previous Year with sales of Rs. 2,696.52 crores against that of Rs. 2,372.62 crores in previous year. The Company’s Profit after tax excluding exceptional items is Rs. 44.92 crores that of Rs. 41.02 crore in previous year, an increase of 9.50% over the previous year.

Change in the nature of business, if any

There is no change in the nature of business of your Company during the year under review.

Material changes and commitments, if any, affecting the financial position of the Company

No material changes and commitments have occurred after the close of the financial year till the date of this Report, which affect the financial position of the Company.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50 per Equity Share of Rs.10/- each for the financial year ended March 31, 2017 subject to the approval of the members on September 28, 2017. Equity Dividend if approved, will be paid to those members whose name appear on the Register of Members as at the end of business hours on September 21,2017.

Transfer to reserve

The Company proposes to transfer Rs. 2 crores to the General Reserve out of amount available for appropriations and an amount of Rs. 39.43 Crores is proposed to be retained in the Profit and Loss Account.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company’s windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2016-17, the Company has generated 215 lacs kwh resulting in the sales of Rs. 706 lacs.

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and company’s operations in future

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Adequacy of internal financial controls with reference to the financial statements

Your Company has adequate systems and processes of internal controls which are commensurate with its size and nature of operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial information, complying with applicable statutes, safeguarding of assets, authorization of transactions and adherence to the Company’s policies and practices. The internal controls and governance process are duly reviewed for their adequacy and effectiveness through periodic audits by Internal Auditor. A report on internal financial controls is provided in Annexure B to Independent Auditor’s Report.

Details of Subsidiary Companies/Joint Ventures/Associate Companies

Your Company has four wholly owned subsidiaries and one associate company. These consist of:

1. Asian Star Jewels Private Ltd.

2. Asian Star DMCC

3. Asian Star Co. Ltd. (USA)

4. Asian Star Trading (Hong Kong) Ltd.

5. Shah Manufacturers

Out of the above Asian Star Jewels Private Limited is wholly owned Indian subsidiary company and rest three companies’ viz. Asian Star DMCC, Asian Star Co. Ltd (USA), Asian Star Trading (Hong Kong) Ltd are wholly owned foreign subsidiary companies of Asian Star Company Ltd. Shah Manufacturers is a partnership firm which falls under the category of associate company.

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

In terms of proviso to sub section (3) of Section 129 of the Companies Act, 2013 (hence forth refferd to as “the Act”), the salient features of the financial statement of the subsidiaries and the associate company is set out in the prescribed form AOC-1, which forms part of the annual report. Performance and financial position of the subsidiary companies and the associate company is given in Annexure - A

Consolidated financial statements

The Consolidated Financial Statements of the Company, its subsidiaries and associate company are prepared in accordance with Indian Accounting Standards notified under the Companies (Indian Accounting Standards) Rules, 2015 (‘Ind AS’), form part of the Annual Report and are reflected in the Consolidated Financial Statements of the Company.

Up to the year ended March 31, 2016, the Company prepared its Financial Statements in accordance with generally accepted accounting principles in India, including accounting standards read with Section 133 of the Act notified under the Companies (Accounting Standards) Rules, 2006 (‘Previous GAAP’). These are the Company’s first ind AS Financial Statements.

Deposit

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

Auditors

V. A. Parikh & Associates LLP, Chartered Accountants, held office till the conclusion of the ensuing Annual General Meeting

In accordance with the provisions of Section 139 of the Act, Mahendra Doshi & Associates, Chartered Accountants (Firm Registration No. 105765W), are proposed to be appointed as auditors for a period of 5 years commencing from the conclusion of this AGM till the conclusion of the 28h AGM of the Company to be held in 2022, subject to ratification of their appointment at every AGM, if so required under the Act.

Members are requested to approve the appointment of Mahendra Doshi & Associates and authorize the Board of Directors to fix their remuneration.

Pursuant to the provisions of Section 138 of the Act, read with Rule 13 of Companies (Accounts) Rules 2014, the Board of Directors of the Company had appointed Suresh Anchaliya & Company, to undertake the Internal Audit of the Company for the year ended March 31,2017.

Share Capital

The paid up capital of the Company as at March 31,2017 stood at Rs. 16,00,68,000/-Duringthe year under review, the Company has not issued:

- Equity Shares with differential rights

- Sweat Equity Shares

- Employee Stock Options

No provision of money was made by Company for purchase of its own shares by employees or by trustees.

Listing

The Equity Shares of the Company are listed on BSE Limited. The Company has paid listing fees for the year 2017-18.

Extract of Annual Return

Pursuant to Section 92 (3) of the Act and Rule 12 (1) of Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT 9 is annexed as Annexure - B

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information relating to conservation of energy nevertheless Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company’s windmills are located in the state of Maharashtra, Tamil Nadu & Kerala.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 179,961 lacs in foreign exchange by way of exports and has spent Rs. 139,504 lacs in foreign exchange, for the imports of materials, machinery & consumables, foreign travel, advertisement, repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

Corporate Social Responsibility (CSR)

Company has a CSR Policy which emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on our website: www.asianstargroup.com. CSR programs or projects to be undertaken by the Company in terms of this Policy, shall relate to one or more activities listed in Schedule VII of the Act, at present or as may be amended from time to time. The CSR Committee comprises of Mr. Arvind T. Shah, Executive Director (Chairman), Mr. Dinesh T. Shah, Chairman & CFO (Member) and Mr. Milind H. Gandhi, Independent Director (Member).

As part of its initiatives under “corporate social responsibility” (CSR), the company has contributed funds for the schemes of promotion of education, medical aid, eradicating hunger and malnutrition, promoting special education and enhancing vocational skills for employment especially among differently abled women, benefit of Indian armed forces, veterans, war widows and their dependents, rural development projects etc. The contributions in this regard have been made to various registered trust which are undertaking these schemes.

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

Directors and Key Managerial Personnel

A. Key Managerial Personnel:

Mr. Dinesh T. Shah holds the position of Chairman and CFO, while Mr. Vipul P. Shah is CEO & Managing Director and Ms. Aparna R. Shinde holds position of Company Secretary of your Company.

B. Directors:

In accordance with Companies Act 2013 and Articles of Association of the Company, Mr. Priyanshu A. Shah and Mr. Arvind T. Shah retires by rotation at the ensuing Annual General Meeting. Accordingly Mr. Priyanshu A. Shah and Mr. Arvind T. Shah based on their consent and eligibility are proposed for re-appointment. Their re-appointment forms a part of the Notice of the ensuing Annual General Meeting.

C. Board independence:

Our definition of ‘Independence’ of Directors is derived from Listing Regulations and Section 149(6) of the Act. The following Non-Executive Directors are Independent in terms of Listing Regulations and Section 149(6) of the Act:

1. K. Mohanram Pai

2. Hasmukh Gandhi

3. Apurva Shah

4. Milind Gandhi

5. M. R. Nayak

6. Neha Gada

D. Declaration by an Independent Director(s) :

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act, Regulation 16 (b) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

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

Pursuant to the provisions of the Act and the Listing Regulations, 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 Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation process for the Board, its Committees and Directors. 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 Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

Familiarisation Programme/Training of independent directors

Your company have developed an orientation programme known as familiarisation programme which is for the benefit of every new independent director of the Board. To familiarize the new inductee(s) with the strategy, operations and functions of your Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company’s strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management. In addition, the Company also keeps the Independent Directors, updated on the events and developments in the industry and business environment.

Number of meetings of the Board

The Board met four times during the financial year, as held on May 19, 2016, September 13, 2016, December 13, 2016 and February 13, 2017, the details of which are given in the “Report on Corporate Governance” that forms part of this Annual Report.

The intervening gap between two meetings was within the period prescribed by the Companies Act, 2013.

Committees of the Board

There are currently six Committees of the Board, as follows:

- Audit Committee

- Finance Committee

- Corporate Governance Committee

- Stakeholders Relationship Committee

- Corporate Social Responsibility Committee

- Nomination and Remuneration Committee

Details of all the Committees along with their charters, composition and meetings held during the year, are provided in the “Report on Corporate Governance”, a part of this Annual Report.

Vigil Mechanism/Whistle Blower Policy

Your Company is committed to standards of ethical, moral and legal business conduct. The Company has adopted a Whistle Blower Policy, to provide a formal mechanism to the Directors and employees to report their concerns about unethical behaviour, actual or suspected fraud or violation of the Company’s Code of Conduct or ethics policy. The Policy provides for adequate safeguards against victimization of employees who avail of the mechanism and also provides for direct access to the Chairman of the Audit Committee. It is affirmed that no personnel of the Company has been denied access to the Audit Committee. The Policy, as approved by the Board, is uploaded on the Company’s website: www.asianstargroup.com

Particulars of Loans, Guarantees or Advances

Details of Loans, Guarantees or Advances covered under the provisions of Section 186 of the Act are given in the notes to Financial Statement.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm’s length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Listing Regulations & the Act. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholder approval under the Listing Regulations.

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

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company’s website: www.asianstargroup.com

Particulars of Employees

The table containing the names and other particulars of employees in accordance with the provisions of Section 197(12) of the Act, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is appended as Annexure - D to the Board’s report.

Other information required pursuant to Section 197 read with Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees’ particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Secretarial Audit Report

Pursuant to the provisions of Section 204 read with Section 134(3) of the Companies Act, 2013, the company is required to obtain Secretarial Audit Report from Practicing Company Secretary. Mr. Yogesh D. Dabholkar, proprietor of Yogesh D. Dabholkar & Co., Practising Company Secretary was appointed to issue Secretarial Audit Report for the financial year 2016-17. Secretarial Audit Report issued by Mr. Yogesh D. Dabholkar, Practising Company Secretary in Form MR-3 for the financial year 2016-17 forms part to this report in Annexure-E. The said report contains observations as under-

1. The Company has complied with the provisions of section 135 of the Companies Act, 2013 pertaining to corporate social responsibility except section 135(5) relating to the spending of at least 2% of average net profits of the Company made during the three immediately preceding financial years in pursuant of company’s CSR policy.

Directors response to the abovementioned observations in the Secretarial Audit Report are as under:

The remaining amount has not spent due to the non availability of viable projects. The CSR Committee was by then in process of identifying areas where it could contribute money. The Company has subsequently shortlisted certain projects though its committee, for CSR and will expend the appropriate amount to facilitate the activity. Efforts would be made to contribute more in the coming years.

2. The Company has granted loans, unconditional and interest free to its Wholly Owned Subsidiary Company.

Directors response to the abovementioned observations in the Secretarial Audit Report are as under:

As a part of funding, the Company had agreed to give interest free loan to its wholly owned subsidiary and the said commitment continuous to make the wholly owned subsidiary financially viable.

Risk management policy

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as per requirement of the applicable provisions of the Listing Regulations, Board has formed a Risk Management policy to regulate the plan for the key risks faced by the Company. The Company has developed a very comprehensive risk management policy under which all key risks are identified and controlled. The same is reviewed periodically by senior management and also by the Board.

Directors’ Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) The Directors have 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 profits of the Company for that period.

(iii) The Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

(iv) The Directors had prepared the annual accounts on a ‘Going Concern’ basis.

(v) 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, and

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

Corporate Governance Report & Management Discussion and Analysis

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

As a listed company, necessary measures are taken to comply with the Listing Regulations of the Stock exchange. A “Report on Corporate Governance”, along with a certificate of compliance from the statutory auditors of the Company - V. A. Parikh & Associates LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Listing Regulations (erstwhile Listing Agreement entered into with the Stock Exchanges) and Management Discussion and Analysis Report are given separately in this report which forms a part of the Annual Report.

Documents placed on the website

The following documents have been placed on the website - www.asianstargroup.com in compliance with the Act:

1) Code of Conduct for Board of Directors and Senior Management

2) Terms & Conditions of Appointment of Independent Directors

3) Familiarization Program for Independent Directors

4) Whistle Blower Policy

5) Policy on Related Party Transactions

6) Investors Contact

7) Nomination & Remuneration Policy

8) Corporate Social Responsibility Policy

9) Composition of Board & Committees

10) Board Diversity Policy

11) Criteria for Making Payments to Non Executive Directors

12) Policy for Determination of Materiality of Events or Information

13) Policy for Determining Material Subsidiaries

14) Policy on Preservation of Documents and Archival Policy

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its “human resources” as one of its most important assets.

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

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2016-17, the Company has not received any complaint on sexual harassment.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like ‘plans’, ‘expects’ ‘will’, ‘anticipates’, ‘believes’, ‘intends’, ‘projects’, ‘estimates’ or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company’s strategy for growth, product development, market position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.

The company’s actual results, performance or achievements could thus differ materially from those projected in any such forward -looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward - looking statements, on the basis of any subsequent developments, information or events.

Appreciation

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to shareholders, customers, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place: Mumbai For and on behalf of the Board

Dated : May 24,2017

Registered Office:

114-C, Mittal Court, Dinesh T. Shah Vipul P. Shah

Nariman Point, Chairman & CFO CEO & Managing Director

Mumbai - 400 021. DIN:00004685 DIN:00004746

---

Mar 31, 2015

Dear Members,

The Directors are pleased to present the Twenty-First Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended March 31,2015.

Financial Results (Rs. in Crore)

PARTICULARS 2014-2015 2013-2014

Total Sales 2,274.41 2,288.25

Add : Other Income 0.11 1.24

Total Income 2,275.58 2,289.49

Less : Total Expenditure 2,182.77 2,199.42

Operating Profit (PBDIT) 92.81 90.07

Less : Interest and Depreciation 37.08 31.24

Profit before Exceptional Items and Tax 55.73 58.83

Exceptional Items - Income / (Loss) 5.69 (0.13)

Provision for Tax 19.45 18.00

Provision for Deferred Tax (1.24) (0.04)

Profit after Tax 43.21 40.74

Add : Balance in Surplus Account Brought 267.96 232.03 forward

Profit available for appropriation 311.17 272.77

Appropriation

Dividend / Proposed Dividend on Equity 2.40 2.40 Shares

Tax on Dividend 0.50 0.41

Transferred to General Reserve 2.00 2.00

Adjustment relating to Fixed Assets 2.07 -

Provision for Tax of Earlier Years written 1.38 - off

Balance Carried forward to Balance Sheet 302.82 267.96

311.17 272.77

Performance of the Company

Considering the challenging economic scenario during the year, both Overseas and in India, Company's performance was quiet satisfactory. In the difficult environment, Company has achieved sales of Rs. 2,274.41 crore, marginally lower than Rs. 2,288.25 crore of previous year. Profit after tax for the year has increased by 6.06 % to Rs. 43.21 crore.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50 per equity share of Rs.10/- each for the financial year ended March 31, 2015 subject to the approval of the members on September 9, 2015. Equity dividend if approved, will be paid to those members whose name appear on the Register of Members as at the end of business hours on September 2, 2015.

Transfer to reserve

The Company proposes to transfer Rs. 2 crore to the General Reserve out of amount available for appropriations and an amount of Rs. 34.86 crore is proposed to be retained in the Profit and Loss Account.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company's windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2014-15, the Company has generated 179 lacs kwh resulting in the sales of Rs. 590.36 lacs.

Change in the nature of business, if any

There is no change in the nature of business of your Company during the year under review.

Material changes and commitments, if any, affecting the financial position of the Company:

No material changes and commitments have occurred after the close of the year till the date of this Report, which affect the financial position of the Company.

Details of significant and material orders passed by the regulators/courts/tribunals impacting the going concern status and company's operations in future:

No significant material orders have been passed by the Regulators or Courts or Tribunals which would impact the going concern status of the Company and its future operations.

Adequacy of internal financial controls with reference to the Financial statements:

Your Company has adequate systems and processes of internal controls which are commensurate with its size and nature of operations. They have been designed to provide reasonable assurance with regard to recording and providing reliable financial information, complying with applicable statutes, safeguarding of assets, authorization of transactions and adherence to the Company's policies and practices. The internal controls and governance process are duly reviewed for their adequacy and effectiveness through periodic audits by Internal Auditor.

Details of Subsidiary Companies/Joint Ventures/Associate Companies

Your Company has four wholly owned subsidiaries. These consist of:

1. Asian Star Jewels Private Limited

2. Asian Star DMCC

3. Asian Star Co. Ltd (USA)

4. Asian Star Trading (Hong Kong) Ltd

Out of the above Asian Star Jewels Private Limited is wholly owned Indian subsidiary company and rest three companies viz. Asian Star DMCC, Asian Star Co. Ltd (USA), Asian Star Trading (Hong Kong) Ltd are wholly owned foreign subsidiary companies of Asian Star Company Limited.

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

In terms of proviso to sub section (3) of Section 129 of the Act, the salient features of the financial statement of the subsidiaries is set out in the prescribed form AOC-1, which forms part of the annual report. Performance and financial position of the subsidiary companies is given in Annexure - A.

Deposit

Your Company has not accepted any public deposit during the financial period under review.

Auditors

V. A. Parikh & Associates LLP, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The Company received a certificate from V.A. Parikh & Associates, LLP, Chartered Accountants, to the effect that their reappointment, if made, would be in accordance with the provisions of section 141 of the Companies Act, 2013, it is proposed to reappoint them as the Auditors of the Company for the financial year 2015-2016.

Share Capital

The paid up capital of the Company as at March 31,2015 stood at Rs. 16,00,68,000/-

During the year under review, the Company has not issued:

* Equity Shares with differential rights

* Sweat Equity Shares

* Employee Stock Options

Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2015-16.

Extract of Annual Return

Pursuant to Section 92 (3) of Companies Act, 2013 and Rule 12 (1) of The Companies (Management and Administration) Rules, 2014, the extract of Annual Return in form MGT 9 is annexed as Annexure - B.

Energy conservation, Technology Absorption and Foreign Exchange Earnings and Outgo

Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information relating to conservation of energy.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,62,935.59 lacs in foreign exchange by way of exports and has spent Rs. 1,47,365.03 lacs in foreign exchange, for the imports of materials & consumables, foreign travel, diamond grading charges and repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

Corporate Social Responsibility (CSR)

During the year, the Company introduced a CSR Policy emphasising its focus on community development projects, prioritizing local needs in the area of education, health, livelihood and environment, for ensuring long term sustainable benefits. Detailed policy is available on Company's website: www.asianstargroup.com

As part of its initiatives under "corporate social responsibility" (CSR), the company has contributed funds for the schemes of eradicating hunger and poverty, promotion of education and medical aid. The contributions in this regard have been made to various registered trusts which are undertaking these schemes.

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

Directors & Key Managerial Personnel

A. Key Managerial Personnel:

Mr. Dinesh T. Shah holds the position of Chairman and CFO, Mr. Vipul P. Shah is CEO & Managing Director and Ms. Aparna R. Shinde holds position of Company Secretary of your Company.

B. Directors:

In accordance with Companies Act, 2013 and Articles of Association of the Company, Mr. Arvind T. Shah and Mr. Rahil V. Shah retires by rotation at the ensuing Annual General Meeting. Accordingly Mr. Arvind T. Shah and Mr. Rahil V. Shah based on their consent and eligibility are proposed for reappointment. Their re-appointment forms a part of the Notice of the ensuing Annual General Meeting.

Induction: The nomination and remuneration committee recommended the induction of Mrs. Neha R. Gada as an independent member of the Board. Accordingly she was appointed on Board of the Company on March 30, 2015 with reference to section 149 of the Companies Act, 2013 and amended Clause 49 of the Listing Agreement. She holds office up to the date of the ensuing Annual General Meeting and hence we seek your support in confirming her appointment.

C. Board Independence:

Our definition of 'Independence' of Directors is derived from Clause 49 of the Listing Agreement with Stock Exchange and Section 149(6) of the Companies Act, 2013. Based on the confirmation / disclosures received from the Directors and on evaluation of the relationships disclosed, the following Non-Executive Directors are Independent :-

1. Mr. Bhupendra Shroff

2. Mr. K. Mohanram Pai

3. Mr. Hasmukh Gandhi

4. Mr. Apurva Shah

5. Mr. Milind Gandhi

6. Mr. M. R. Nayak

7. Mrs. Neha Gada (Additional Director appointed w.e.f. March 30, 2015)

D. Declaration by an Independent Director(s)

All the Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149 (6) of the Act and Clause 49 of the Listing Agreement entered into with the Stock Exchange. In the opinion of the Board, they fulfill the conditions of independence as specified in the Act and the Rules made there under and are independent of the management.

Annual Evaluation of Board Performance and Performance of its Committees and of 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 individual Directors as well as the evaluation of the working of its Committees.

The Nomination and Remuneration Committee has defined the evaluation criteria, procedure for the performance evaluation process for the Board, its Committees and Directors. 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 Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Board as a whole.

Training of independent directors

Your Company has developed an orientation programme known as "familiarisation programme" which is for the benefit of every new independent director of the Board. To familiarize the new inductee(s) with the strategy, operations and functions of our Company, the executive directors / senior managerial personnel make presentations to the inductees about the Company's strategy, operations, product and service offerings, markets, organization structure, finance, human resources, technology, quality, facilities and risk management.

Number of meetings of the Board

The Board met five times during the financial year, as held on May 22, 2014, August 11, 2014, November 14, 2014, February 10, 2015, March 30, 2015 the details of which are given in the "Report on Corporate Governance" that forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013.

Committees of the Board

There are currently six Committees of the Board, as follows:

* Audit Committee

* Finance Committee

* Corporate Governance Committee

* Shareholder's Committee

* Corporate Social Responsibility Committee

* Nomination and Remuneration Committee

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

Vigil Mechanism

Your Company is committed to standards of ethical, moral and legal business conduct. Accordingly, the Board of Directors has formulated a Whistle Blower Policy which is in compliance with the provisions of Section 177 (10) of the Companies Act, 2013 and Clause 49 of the Listing Agreement. The policy provides for a framework and process whereby concerns can be raised by its employees against any kind of discrimination, harassment, victimization or any other unfair practice being adopted against them. The Policy, as approved by the Board, is uploaded on the Company's website: www.asianstargroup.com

Particulars of Loans, Guarantees or Advances

Details of Loans, Guarantees or Advances are given in the notes to Financial Statement.

Related Party Transactions

All Related Party Transactions that were entered into during the financial year were on an arm's length basis, in the ordinary course of business and were in compliance with the applicable provisions of the Companies Act, 2013 and the Listing Agreement. There were no materially significant Related Party Transactions made by the Company during the year that would have required Shareholders approval under Clause 49 of the Listing Agreement.

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

The Company has adopted a Related Party Transactions Policy. The Policy, as approved by the Board, is uploaded on the Company's website: www.asianstargroup.com

Particulars of Employees

Detailed information in accordance with the provisions of 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 appended as Annexure - D to the Board's report.

Other information required pursuant to Section 197 read with Rule, 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees of the Company, will be provided upon request. In terms of Section 136 of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the information on employees particulars which is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of the ensuing Annual General Meeting. If any Member is interested in obtaining a copy thereof, such Member may write to the Company Secretary in this regard.

Secretarial Audit Report

In terms of Section 204 of the Act and Rules made there under Yogesh D. Dabholkar & Co., Practicing Company Secretary has been appointed as Secretarial Auditor of the Company. The report of the Secretarial Auditor is enclosed as Annexure - E to this report. The report is self-explanatory and do not calls for any further comment.

Risk management policy

The Company operates in conditions where economic, financial and other risks are inherent to its businesses. To overcome this and as per requirement of Clause 49 of the listing agreement, Board has formed a Risk Management policy to regulate the plan for the key risks faced by the Company. The Company has developed a very comprehensive risk management policy under which all key risks are identified and controlled. The same is reviewed periodically by senior management and also by the Board.

Directors' Responsibility Statement

As required under Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

(i) In the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any.

(ii) The Directors have 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 profits of the Company for that period.

(iii) The Directors have 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.

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

(v) The Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively, and

(vi) The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

Corporate Governance Report & Management Discussion and Analysis

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

As a listed company, necessary measures are taken to comply with the listing agreement of the Stock exchange. A "Report on Corporate Governance", along with a certificate of compliance from the Statutory Auditors of the Company - V. A. Parikh & Associates LLP, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and Management Discussion and Analysis Report are given separately in this report which forms a part of the Annual Report.

Documents placed on the website:

The following documents have been placed on the website: www.asianstargroup.com in compliance with the Act:

1) Terms & Conditions of Appointment of Independent Directors

2) Familiarization Programme

3) Whistle Blower Policy

4) Policy on Related Party Transactions

5) Risk Management Policy

6) Nomination & Remuneration Policy

7) Corporate Social Responsibility Policy

Special Business:

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Human Resources

Your Company treats its "human resources" as one of its most important assets.

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

Disclosure as per Sexual Harassment of Women at workplace (Prevention, Prohibition and Redressal) Act, 2013

The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed there under.

During the financial year 2014-15, the Company has not received any complaint on sexual harassment.

Cautionary Statement

This report contains forward-looking statements which may be identified by their use of words like 'plans', 'expects' 'will', 'anticipates', 'believes', 'intends', 'projects', 'estimates' or other words of similar meaning. All statements that address expectations or projections about the future, including but not limited to statements about the company's strategy for growth, product development, market position, expenditures and financial results, are forward - looking statements. Forward - looking statements are based on certain assumptions and expectations of future events. The company cannot guarantee that these assumptions and expectations are accurate or will be realized.

The company's actual results, performance or achievements could thus differ materially from those projected in any such forward - looking statements. The company assumes no responsibility to publicly amend, modify or revise any forward - looking statements, on the basis of any subsequent developments, information or events.

Appreciation

Your Directors wish to convey their gratitude and place on record their appreciation for all the employees at all levels for their hard work, solidarity, cooperation and dedication during the year.

Your Directors sincerely convey their appreciation to shareholders, customers, vendors, bankers, business associates, regulatory and government authorities for their continued support.

Place : Mumbai For and on behalf of the Board

Dated : May 18, 2015

Registered Office:

114-C, Mittal Court, Nariman Point, Dinesh T. Shah Vipul P.Shah Mumbai - 400 021. Chairman & CFO CEO & Managing Director

---

Mar 31, 2014

Dear Members,

The Directors are pleased to present the Twentieth Annual Report on the Business and Operations of your Company together with the Audited Statement of Accounts for the year ended March 31, 2014.

Financial Results (Rs. in Crore) Particulars 2013-2014 2012-2013

Total Sales 2,288.25 2,120.38

Add : Other Income 1.24 1.09

Total Income 2,289.49 2,121.47

Less : Total Expenditure 2,199.42 2,041.95

Operating Profit (PBDIT) 90.07 79.52

Less : Interest and Depreciation 31.24 28.86

Profit before Exceptional Items and Tax 58.83 50.66

Exceptional Items – Income / (Loss) (0.13) 1.52

Provision for Tax 18.00 15.00

Provision for Deferred Tax (0.04) (0.39)

Profit after Tax 40.74 37.57

Add : Balance in Surplus Account Brought forward 232.03 200.20

Profit available for appropriation 272.77 237.77

Appropriation

Dividend / Proposed Dividend on Equity Shares 2.40 3.20

Tax on Dividend 0.41 0.54

Transferred to General Reserve 2.00 2.00

Balance Carried forward to Balance Sheet 267.96 232.03

272.77 237.77

Company''s Performance

Considering the overall economic scenario and the competition in market, the performance of the Company during the year 2013-14 was quiet satisfactory. The sale during the year at Rs. 2,288.25 crore has grown by 8% over that of previous year whereas profit after tax for the year has grown by 8 % at Rs. 40.74 crore.

Dividend

Your Directors are pleased to recommend a dividend of Rs. 1.50 per Equity Share of Rs.10/- each for the financial year ended March 31, 2014 subject to the approval of the members on September 12, 2014. Equity Dividend if approved, will be paid to those members whose name appear on the Register of Members as at the end of business hours on September 7, 2014.

Deposit

The Company has neither accepted nor renewed any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. There are no deposits which are outstanding and/or which is claimed and not paid or unclaimed for which information is required to be given in this report.

Listing

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2014-15.

Corporate Governance & Management Discussion and Analysis Report

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

A report on Corporate Governance along with a certificate from auditors of the Company– V. A. Parikh & Associates, Chartered Accountants confirming compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited and Management Discussion and Analysis Report are given separately in this report which forms a part of the Annual Report.

Directors

In accordance with Companies Act, 2013 and Articles of Association of the Company, M r. Priyanshu A. Shah and Mr. Dharmesh D. Shah retires by rotation at the ensuing Annual General Meeting. Accordingly Mr. Priyanshu A. Shah and Mr. Dharmesh D. Shah based on their consent and eligibility are proposed for reappointment. Their reappointment forms a part of the Notice of the ensuing Annual General Meeting.

While Mr. Rahil V. Shah and Mr. Miyar R. Nayak were appointed as Additional Directors of the Company on January 17, 2014 such as they hold office up to the date of the ensuing Annual General Meeting. They are proposed to be reappointed in the ensuing Annual General Meeting.

As per section 149 of the Companies Act, 2013 and new clause 49 of the Listing Agreement, your company is required to appoint a woman Director. Your company is in the process of appointing a woman director on its Board.

Particulars of Employees

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules''1975 as amended, the name and other particulars of the employees are required to be set out in Annexure to this Report. However as per the provision of Section 219(1) (b) (iv) of the Companies Act, 1956 the Annual Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholder interested in obtaining a copy of the said annexure may write to the Company Secretary at the Registered Office.

Particulars under Companies (Disclosure of particulars to the report of Board of Directors) Rules, 1988:- Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information in Form - A relating to conservation of energy.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,64,203.43 lacs in foreign exchange by way of exports and has spent Rs. 1,14,639.27 lacs in foreign exchange, for the imports of materials & consumables, foreign travel and repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

Subsidiary Companies

The Ministry of Corporate Affairs (MCA) by Circular No. 51/12/2007-CL-III dated 8th February, 2011, issued a direction under section 212(8) of the Companies Act, 1956 that the provisions of the Section 212 shall not apply to companies in relation to their subsidiaries subject to fulfilling certain conditions mentioned in the said circular with immediate effect. In pursuance of this circular the company has decided to avail the exemption from presenting the financial statements of the subsidiary companies. However, the financial statements of the Company and its subsidiaries shall be made available for inspection to the members and/ or will be allowed to take a copy of the same on demand being made by them.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2013-14, the Company has generated 196 lacs Kwh. resulting in the sales of Rs. 633.20 lacs.

Auditors

V. A. Parikh & Associates, Chartered Accountants, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re-appointment, subject to the approval of member. In accordance with the provisions of section 139, 142 and other applicable provisions of the Companies Act, 2013 and of the Companies (Audit and Auditors) Rules, 2014, it is proposed to re-appoint them as the Auditors of the Company for the financial year 2014-2015.

Directors'' Responsibility Statement

On the basis of compliance certificates received from the executives of the Company, subject to disclosures in Annual Accounts, and also on the basis of discussion with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- That the Directors have 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 as at March 31, 2014 and of the Profit and Loss Account of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care 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;

- That the Directors have prepared the annual accounts of the Company on a going concern basis.

- The Company has received certificate under section 274(1) (g) of the Companies Act, 1956 and none of the Directors are disqualified to act as Director.

Special Business

As regard the items of the Notice of the Annual General Meeting relating to special business, the resolutions incorporated in the Notice and the Explanatory Statement relating thereto, fully indicate the reasons for seeking the approval of members to those proposals.

Your attention is drawn to these items and Explanatory Statement annexed to the Notice.

General

Notes forming part of the Accounts are self-explanatory.

Finance

The Company is availing working capital requirements from consortium of bankers.

Insurance

Properties and assets of the Company are adequately insured.

Consolidated Financial Statement

In accordance with the Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Directors have attached the Audited Consolidated Financial Statements for the year ended March 31, 2014.

Cash Flow

In conformity with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended March 31, 2014 is annexed hereto.

Dematerialisation of Shares

In terms of the Listing Agreement the Company has tripartite agreements with the Registrar and Share Transfer Agent i.e. Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited respectively.

Appreciation

Your Directors place on record their deep appreciation to employees at all levels for their hard work, dedication and commitment. Their enthusiasm and unstinting efforts have enabled the Company to create a sparkling image in the industry.

The Board is grateful for the valuable support and guidance provided by Securities Exchange Board of India, the Stock Exchange, Ministry of Corporate Affairs and all other Regulatory bodies. Your Directors also take this opportunity to thank the customers of the Company and acknowledge the continued assistance and co-operation received from Banks and other Government Agencies and Shareholders.

Place : Mumbai For and on behalf of the Board Dated : May 22, 2014

Registered Office: 114-C, Mittal Court, Nariman Point, Dinesh T. Shah Vipul P. Shah Mumbai – 400 021. Chairman & CFO CEO & Managing Director

---

Mar 31, 2013

To the Members of Asian Star Company Limited

Mumbai

The Directors take pleasure in presenting the Nineteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2013.

Financial Performance

The performance of the Company for the financial year ended March 31, 2013 is summarized below: (Rs. in Crore)

Particulars 2012-2013 2011-2012

Total Sales 2,120.38 1,529.09

Add : Other Income 1.09 (0.02)

Total Income 2,121.47 1,529.07

Less : Total Expenditure 2,041.95 1,468.90

Operating Profit (PBDIT) 79.52 60.17

Less : Interest and Depreciation 28.86 21.74

Profit before Exceptional Items and Tax 50.66 38.43

Exceptional Items – Income / (LosS) 1.52 (0.02)

Provision for Tax 15.00 12.27

Provision for Deferred Tax (0.39) (0.48)

Profit after Tax 37.57 26.64

Add : Balance in Profit and Loss Account Brought forward 200.20 177.43

Profit available for Appropriation 237.77 204.07

Appropriation

Dividend / Proposed Dividend on Equity Shares 3.20 1.60

Tax on Dividend 0.54 0.26

Transferred to General Reserve 2.00 2.00

Balance Carried forward to Balance Sheet 232.03 200.21

237.77 204.07

The performance of the Company during the year 2012-13 has been outstanding. The Company has crossed a milestone of Rs. 2,000 crore in turnover during the year. The sales during the year at Rs. 2,120.38 crore has grown by 39 per cent over that of previous year whereas profit after tax for the year has grown by 41 per cent at Rs. 37.57 crore. When viewed against the challenging environment, it is indeed a significant and an important milestone in the journey of the Company.

Dividend

The Board of Directors have recommended a dividend of Rs. 1.50 per Equity Share of Rs. 10/- each for the financial year ended March 31, 2013. Equity Dividend if approved, at the Annual General Meeting will be paid to those members whose name appear on the Register of Members as at the end of business hours on September 12, 2013.

Bonus

During the year the Company declared issue of Bonus Shares in the ratio of 1:2 i.e. One new fully paid up equity Share of Rs. 10/- each for every two fully paid equity shares of Rs. 10/- each. On July 23, 2012, the Company allotted 5,335,600 equity shares in the ratio of 1:2 and a sum of Rs. 53,356,000 out of Capital Redemption Reserve was capitalized for distribution amongst the members.

Subsidiary Companies

The Ministry of Corporate Affairs (MCA) by Circular No. 51/12/2007-CL-III dated 8th February, 2011, issued a direction under section 212(8) of the Companies Act, 1956 that the provisions of the Section 212 shall not apply to companies in relation to their subsidiaries subject to fulfilling certain conditions mentioned in the said circular with immediate effect. In pursuance of this circular the company has decided to avail the exemption from presenting the financial statements of the subsidiary companies. However, the financial statements of the Company and its subsidiaries shall be made available for inspection to the members and / or will be allowed to take a copy of the same on demand being made by them.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company''s windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2012-13, the Company has generated 250.48 lacs Kwh. resulting in the sales of Rs. 802.14 lacs.

Directors

Dinesh T. Shah, Vipul P. Shah and Milind H. Gandhi retire by rotation and being eligible, offer themselves for reappointment.

Attention of the members is invited to the relevant items in Notice of Annual General Meeting.

Finance

The Company is availing working capital requirements from consortium of bankers.

Deposit

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. There are no deposits which are outstanding and/or which is claimed and not paid or unclaimed for which information is required to be given in the report.

Insurance

The properties and assets of the Company are adequately insured.

Consolidated Financial Statements

In accordance with the Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Directors have attached the Audited Consolidated Financial Statements for the year ended March 31, 2013.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance, along with the Auditors'' certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

Cash Flow

In conformity with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended March 31, 2013 is annexed hereto.

Notes on Accounts

Notes forming part of Accounts are self-explanatory.

Listing Arrangements

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2013-14.

Dematerialization of Shares

In terms of the Listing Agreement the Company has tripartite agreements with the Registrar and Share Transfer Agent i.e. Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited respectively.

Auditors

- V. A. Parikh & Associates, Chartered Accountants, the retiring Auditors of the Company, hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from the said firm to the effect that their appointment if made at Annual General Meeting would be within the limits mentioned under Section 224 (1-B) of the Companies Act, 1956. The Directors recommend the re-appointment of V. A. Parikh & Associates as auditors for the financial year 2013-2014.

- The Board has approved the appointment of Kishore Bhatia & Associates, Cost Accountants for the Financial Year 2013-14.

- The Cost Audit Report would be filed with the Central Government within the prescribed time limit.

Directors'' Responsibility Statement

On the basis of compliance certificates received from the executives of the Company, subject to disclosures in Annual Accounts, and also on the basis of discussion with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- That the Directors have 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 as at March 31, 2013 and of the Profit and Loss Account of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care 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;

- That the Directors have prepared the annual accounts of the Company on a going concern basis.

- The Company has received certificate under section 274(1)(g) of the Companies Act, 1956 and none of the Directors are disqualified to act as Director.

Particulars of Employees

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules''1975 as amended, the name and other particulars of the employees are required to be set out in Annexure to the Directors'' Report. However as per the provision of Section 219(1) (b) (iv) of the Companies Act, 1956 the Annual Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholder desirous of obtaining a copy of the said annexure may write to the Company Secretary at the registered office address of the Company.

Particulars under Companies (Disclosure of particulars to the report of Board of Directors) Rules, 1988:- Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information in Form - A relating to conservation of energy.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,39,269.30 lacs in foreign exchange by way of exports and has spent Rs. 89,922.34 lacs in foreign exchange, for the imports of materials & consumables, foreign travel, diamond grading charges and repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

Appreciation

The Directors thank the Company''s Customers, Contractors, Shareholders, Bankers, Financial Institutions and Central & State Governments for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Place :Mumbai For and on behalf of the Board

Dated : May 30, 2013

Registered Office:

114-C, Mittal Court, Dinesh T. Shah Arvind T. Shah

Nariman Point, Mumbai – 400 021. Chairman Executive Director

---

Mar 31, 2012

To the Members of Asian Star Company Limited Mumbai

The Directors take pleasure in presenting the Eighteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2012.

Financial Performance

The performance of the Company for the financial year ended March 31, 2012 is summarized below:

(Rs. in Crores)

Particulars 2011-2012 2010-2011

Total Sales 1529.09 1455.92

Add : Other Income (0.02) (0.90)

Total Income 1529.07 1455.02

Less : Total Expenditure 1468.90 1392.81

Operating Profit (PBDIT) 60.17 62.21

Less : Interest and Depreciation 21.74 24.53

Profit before Tax 38.43 37.68

Provision for Tax 12.27 11.79

Provision for Deferred Tax (0.48) 0.53

Profit after Tax 26.64 25.36

Add : Balance in Profit and Loss Account Brought forward 177.43 156.55

Profit available for appropriation 204.07 181.91

Appropriation

Proposed Dividend on Equity Shares 1.60 2.13

Tax on Dividend 0.26 0.35

Transferred to General Reserve 2.00 2.00

Balance Carried forward to Balance Sheet 200.21 177.43

204.07 181.91

The Company continued its momentum of growth and delivered consistent results during the year. The Company has generated sales of Rs.1529.09 Crores registering a growth of 5% during the year as against that of Rs.1455.92 Crores in the previous year. The profit after tax excluding other income has increased by 5% from Rs.26.64 Crores to Rs.25.36 Crores.

Dividend

The Board of Directors have recommended a dividend of Rs.1.50 per Equity Share of Rs.10/- each for the financial year ended March 31, 2012. Equity Dividend if approved, at the Annual General Meeting will be paid to those members whose name appear on the Register of Members as at the end of business hours on August 29, 2012.

Bonus

The Board of Directors of the Company ("the Boardv) at its meeting held on 28,h May, 2012 has recommended issue of bonus shares in the ratio of 1:2 i.e. One new fully paid up equity share of Rs.10/- each for every Two fully paid up equity shares of Rs.10/- each to the eligible members of the Company as on record date to be fixed by the Board later on.

Subsidiary Companies

The Ministry of Corporate Affairs (MCA) by Circular No. 51/12/2007-C L-111 dated 8,h February, 2011, issued a direction under section 212(8) of the Companies Act, 1956 that the provisions of the Section 212 shall not apply to companies in relation to their subsidiaries subject to fulfilling certain conditions mentioned in the said circular with immediate effect. In pursuance of this circular the Company has decided to avail the exemption from presenting the financial statements of the subsidiary companies. However, the financial statements of the Company and its subsidiaries shall be made available for inspection to the members and / or will be allowed to take a copy of the same on demand being made by them.

Wind Energy

As a part of its social commitments and endeavor to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company's windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2011-12, the Company has generated 217.26 lacs Kwh. resulting in the sales of Rs.698.32 lacs.

Directors

K. Mohanram Pai, Apurva R. Shah and Hasmukh B. Gandhi retire by rotation and being eligible, offer themselves for reappointment.

Attention of the members is invited to the relevant items in Notice of Annual General Meeting.

Finance

The Company is availing working capital requirements from consortium of bankers.

Deposit

The Company has not accepted any deposits within the meaning of Section 58Aof the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. There are no deposits which are outstanding and/or which is claimed and not paid or unclaimed for which information is required to be given in the report.

Insurance

The properties and assets of the Company are adequately insured.

Consolidated Financial Statements

In accordance with the Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Directors have attached the Audited Consolidated Financial Statements for the year ended March 31, 2012.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance, along with the Auditors' certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

Cash Flow

In conformity with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended March 31, 2012 is annexed hereto.

Notes on Accounts

Notes forming part of Accounts are self-explanatory.

Listing Arrangements

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2012-13.

Dematerialization of Shares

In terms of the Listing Agreement the Company has tripartite agreements with the Registrar and Share Transfer Agent i.e. Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited respectively.

Auditors

V. A. Parikh & Associates, Chartered Accountants, the retiring Auditors of the Company, hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from the said firm to the effect that their appointment if made at Annual General Meeting would be within the limits mentioned under Section 224 (1-B) of the Companies Act, 1956. The Directors recommend the re-appointment of V. A. Parikh & Associates as auditors for the financial year 2012-2013.

Directors' Responsibility Statement

On the basis of compliance certificates received from the executives of the Company, subject to disclosures in Annual Accounts, and also on the basis of discussion with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- That the Directors have 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 as at March 31, 2012 and of the Profit and Loss Account of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care 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;

- That the Directors have prepared the annual accounts of the Company on agoing concern basis..

- The Company has received certificate under section 274(1) (g) of the Companies Act, 1956 and none of the Directors are disqualified to act as Director.

Particulars of Employees

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, the name and other particulars of the employees are required to be set out in Annexure to the Directors' Report. However, as per the provision of Section 219(1) (b) (iv) of the Companies Act, 1956 the Annual Report and Annual Accounts of the Company sent to the shareholders do not contain the said annexure. Any shareholder desirous of obtaining a copy of the said annexure may write to the Company Secretary at the registered address of the Company.

Particulars under Companies (Disclosure of particulars to the report of Board of Directors) Rules, 1988:- Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information in Form - A relating to conservation of energy.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs.1,18,284.69 lacs in foreign exchange by way of exports and has spent Rs.88,073.77 lacs in foreign exchange, for the imports of materials & consumables, foreign travel, diamond grading charges and repairs and maintenance. The Directors are making their best endeavors to earn foreign exchange.

Appreciation

The Directors thank the Company's Customers, Contractors, Shareholders, Bankers, Financial Institutions and Central & State Governments for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Place : Mumbai For and on behalf of the Board

Dated : May 28, 2012

Registered Office:

114-C, Mittal Court, Dinesh T. Shah Vipul R Shah

Nariman Point, Mumbai - 400 021. Chairman CEO & Managing Director

---

Mar 31, 2011

To the members,

ASIAN STAR COMPANY LIMITED

MUMBAI

The Directors take pleasure in presenting the Seventeenth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2011.

Financial Performance

The performance of the Company for the financial year ended March 31, 2011 is summarized below:

(Rs. in Crores)

Particulars March 31, 2011 March 31, 2010

Total Sales 1455.92 1342.12

Add : Other Income (0.86) 7.31

Total Income 1455.06 1349.43

Less : Total Expenditure 1392.85 1281.15

Operating Profit (PBDIT) 62.21 68.28

Less : Interest and Depreciation 24.53 31.28

Profit before Tax 37.68 37.00

Provision for Tax 11.79 6.76

Provision for Deferred Tax 0.53 1.68

Profit after Tax 25.36 28.56

Less : Prior Year Expenses 0.01 0.44

Add : Balance in Profit and Loss Account Brought forward 156.55 141.29

Profit available for appropriation 181.90 169.41

Appropriation

Dividend on Preference Shares - 0.46

Proposed Dividend on Equity Shares 2.13 2.13

Tax on Dividend 0.35 0.43

Transfer to Capital Redemption Reserve - 7.84

Transferred to General Reserve 2.00 2.00

Balance Carried forward to Balance Sheet 177.42 156.55

181.90 169.41

The Company has maintained steady growth during the year and its turnover scaled a new peak. The Company has generated an all-time high sales of Rs 1,455.92 Crores registering a growth of 8.48% during the year as against that of Rs 1,342.12 Crores in the previous year. The profit after tax excluding other income has increased by 23.44% from Rs. 21.24 Crores to Rs. 26.22 Crores.

Dividend

The Board of Directors have recommended a dividend of Rs.2/- per Equity Share on 10,671,200 Equity Shares of Rs.10/- each for the financial year ended March 31, 2011. Equity Dividend if approved at the Annual General Meeting will be paid to those members whose name appear on the Register of Members as at the end of business hours on September 22, 2011.

Subsidiary Companies

The Company has recently incorporated a new wholly owned subsidiary in the name of Asian Star Trading (HongKong) Limited in HongKong to expand the Company's business in that region. However, the Company has not commenced its operations so far.

The Ministry of Corporate Affairs (MCA) by Circular No. 51/12/2007-CL-III dated 8th February, 2011, issued a direction under section 212(8) of the Companies Act, 1956 that the provisions of the Section 212 shall not apply to Companies in relation to their subsidiaries subject to fulfilling certain conditions mentioned in the said circular with immediate effect. In pursuance of this circular, the Company has decided to avail the exemption from presenting the financial statements of the subsidiary companies. However, the financial statements of the Company and its subsidiaries shall be made available for inspection to the members and/or will be allowed to take a copy of the same on demand being made by them.

Wind Energy

As a part of its social commitments and endeavour to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Company's windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2010-11, the Company has generated 220.80 lacs Kwh. resulting in the sales of Rs.693.89 lacs.

Directors

Arvind T. Shah, Dharmesh D. Shah and Bhupendra K. Shroff retire by rotation and being eligible, offer themselves for reappointment.

Attention of the members is invited to the relevant items in Notice of Annual General Meeting.

Finance

The Company is availing working capital requirements from consortium of bankers. The Company has also availed term loan from banks for windmill projects.

Deposit

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. There are no deposits which are outstanding and/or which are claimed and not paid or unclaimed for which information is required to be given in the report.

Insurance

The properties and assets of the Company are adequately insured.

Consolidated Financial Statement

In accordance with the Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Directors have attached the Audited Consolidated Financial Statements for the year ended March 31, 2011.

Corporate Governance

Pursuant to Clause 49 of the Listing Agreement with Bombay Stock Exchange Limited, a report on Corporate Governance, along with the Auditors' certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

Cash Flow

In conformity with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended March 31, 2011 is annexed hereto.

Notes on Accounts

Notes forming part of Accounts are self-explanatory.

Listing Arrangements

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2011-12.

Dematerialization of Shares

In terms of the Listing Agreement, the Company has tripartite agreements with the Registrar and Share Transfer Agent i.e. Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited respectively.

Auditors

V. A. Parikh & Associates, Chartered Accountants, the retiring Auditors of the Company, hold office up to the conclusion of the ensuing Annual General Meeting. The Company has received a certificate from the said firm to the effect that their appointment, if made, at Annual General Meeting would be within the limits mentioned under Section 224 (1B) of the Companies Act, 1956. The Directors recommend the re-appointment of V. A. Parikh & Associates as auditors for the financial year 2011-2012.

Directors' Responsibility Statement

On the basis of compliance certificates received from the executives of the Company, subject to disclosures in Annual Accounts, and also on the basis of discussion with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- That the Directors have 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 as at March 31, 2011 and of the Profit and Loss Account of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care 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;

- That the Directors have prepared the annual accounts of the Company on a going concern basis.

- The Company has received certificate under section 274(1)(g) of the Companies Act, 1956 and none of the Directors are disqualified to act as Director.

Particulars of Employees

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, the name and other particulars of the employees are required to be set out in Annexure to the Directors' Report. However as per the provision of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report and Annual Accounts of the Company sent to the shareholders do not contain the said Annexure. Any shareholder desirous of obtaining a copy of the said Annexure may write to the Company Secretary at the registered address of the Company.

Particulars under Companies (Disclosure of particulars to the report of Board of Directors) Rules, 1988:- Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information in Form - A relating to conservation of energy.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 1,06,601.23 lacs in foreign exchange by way of exports and has spent Rs.59,819.58 lacs in foreign exchange, for the imports of materials & consumables, foreign travel, diamond grading charges and repairs and maintenance. The Directors are making their best endeavours to earn foreign exchange.

Appreciation

The Directors thank the Company's Customers, Contractors, Shareholders, Bankers, Financial Institutions and Central & State Governments for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

For and on behalf of the Board

Dinesh T. Shah Vipul P. Shah

Chairman CEO & Managing Director

Place : Mumbai

Dated : May 30, 2011

Registered Office:

114-C, Mittal Court,

Nariman Point, Mumbai – 400 021.

---

Mar 31, 2010

The Directors take pleasure in presenting the Sixteenth Annual Report together with the Audited Statement of Accounts for the year ended March 31, 2010.

Financial Performance

The performance of the Company for the financial year ended March 31, 2010 is summarized below:

(Rs. in Crores) Particulars March 31,2010 March 31,2009

Total Bales 1342.12 1,255.01

Add: Other Income 7.31 0.23

Total Income 1349.43 1,255.24

Less: Total Expenditure 1281.15 1189.72

Operating Profit (PBDIT) 68.28 65.52

Less: Interest and Depreciation 31.28 32.93

Profit before Tax 37.00 32.59

Provision for Tax 6.76 - Provision for Deferred Tax 1.68 13.46

Provision for Fringe Benefit Tax - 0.13

Profit after Tax 28.56 19.00

Add : Balance in Profit and Loss Account Brought forward 141.29 127.75

Less: Prior Year Adjustments 0.44 0.08

Profit available for appropriation 169.41 146.67

Appropriation

Dividend on Preference Shares 0.46 0.76

Proposed Dividend on Equity Shares 2.13 2.13

Tax on Dividend 0.43 0.49

Transferred to General Reserve 2.00 2.00

Balance Carried forward to Balance Sheet 156.55 141.29

169.41 146.67

The Company, during the year under review was able to foster the peak level performance achieved during previous years.

The Company has generated an all-time high sales of Rs 1342.12 crore registering a growth of 6.9% during the year as against that of Rs 1255.01 crore. The profit after tax has increased from 19 crore to Rs 28.56 crore.

Dividend

The Board of Directors have recommended a dividend of Rs.2/- per Equity Share on 10,671,200 Equity Shares of Rs.10/- each for the financial year ended March 31, 2010. Equity Dividend if approved at the Annual General Meeting will be paid to those members whose name appear on the Register of Members as at the end of business hours on September 14, 2010.

Subsidiary Companies

As required under Section 212 of the Companies Act, 1956, the Audited Statements of Accounts of overseas subsidiary companies: Asian Star Company Limited, New York (U.S.A.) & Inter Gems DMCC, Dubai, UAE and Indian subsidiary Asian Star Jewels Private Limited and Auditors Reports thereon for the year ended March 31, 2010 are annexed.

Wind Energy

As a part of its social commitments and endeavour to carry out operations in a more sustainable manner, the Company has always been inclined to promote a cleaner and greener environment. The Company has been pursuing generation of energy from wind power through establishment of Wind Turbine Generators (WTGs) since 2006. The Companys windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2009-10, the Company has generated 245.45 lacs Kwh. resulting in the sales of Rs.791.82 lacs.

Directors

Dinesh T. Shah, Vipul P. Shah and Priyanshu A. Shah retire by rotation and being eligible, offer themselves for reappointment.

Attention of the members is invited to the relevant items in Notice of Annual General Meeting and Explanatory Statement thereto.

Finance

The Company is availing working capital requirements from consortium of bankers. The Company has also availed term loan from banks for windmill projects.

Deposit

The Company has not accepted any deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposit) Rules, 1975. There are no deposits which are outstanding and/or which is claimed and not paid or unclaimed for which information is required to be given in the report.

Insurance

The properties and assets of the Company are adequately insured.

Consolidated Financial Statement

In accordance with the Accounting Standard 21, issued by The Institute of Chartered Accountants of India, the Directors have attached the Audited Consolidated Financial Statements for the year ended March 31, 2010.

Corporate Governance

Pursuant to Clause 49 of the listing agreement with Bombay Stock Exchange Limited, a report on Corporate Governance, along with the Auditors certificate regarding compliance of conditions of Corporate Governance and Management Discussion and Analysis is separately given in this Report.

Cash Flow

In conformity with the provision of Clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended March 31, 2010 is annexed hereto.

Notes on Accounts

Notes forming part of Accounts are self-explanatory.

Listing Arrangements

The Equity Shares of the Company are listed on Bombay Stock Exchange Limited. The Company has paid listing fees for the year 2010-11.

Dematerialization of Shares

In terms of the listing agreement the Company has tripartite agreements with the Registrar and Share Transfer Agent i.e. Bigshare Services Private Limited, National Securities Depository Limited and Central Depository Services (India) Limited respectively.

Auditors

V. A. Parikh & Associates, Chartered Accountants, the retiring Auditors of the Company, hold office up to the conclusion of tilt ensuing Annual General Meeting. The Company has received a certificate from the said firm to the effect that their appointment if made at Annual General Meeting would be within the limits mentioned under Section 224 (1-B) of the Companies Act, 1955. The Directors recommend the re-appointment of V. A. Parikh & Associates as auditors for the financial year 2010-2011.

Directors Responsibility Statement

On the basis of compliance certificates received from the executives of the Company, subject to disclosures in Annual Accounts, and also on the basis of discussion with the Statutory Auditors of the Company from time to time, we state as under:

- That in the preparation of the annual accounts, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

- That the Directors have 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 as at March 31, 2010 and of the Profit and Loss Account of the Company for the year ended on that date;

- That the Directors have taken proper and sufficient care 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;

- That the Directors have prepared the annual accounts of the Company on a going concern basis.

- The Company has received certificate under section 274(1) (g) of the Companies Act, 1956 and none of the Directors are disqualified to act as Director.

Particulars of Employees

In terms of provision of Section 217(2A) of the Companies Act, 1956 read with Companies (Particulars of Employees) Rules 1975 as amended, the name and other particulars of the employees are required to be set out in Annexure to the Directors Report. However, as per the provision of Section 219(1) (b) (iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to all the members of the Company and others entitled thereto. Members who are interested in obtaining such particulars may write to the Company Secretary at the Registered Office of the Company.

Particulars under Companies (Disclosure of particulars to the report of Board of Directors) Rules, 1988:-

Conservation of Energy

The activity of the Company does not require large-scale consumption of energy and the Company is not covered in the list of industries required to furnish information in Form - A relating to conservation of energy.

Technology Absorption

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

Foreign Exchange Earnings and Outgo

The Company has earned Rs. 109764.21 lacs in foreign exchange by way of exports and has spent Rs. 66455.78 lacs in foreign exchange, for the imports of materials & consumables, foreign travel, diamond grading charges and repairs and maintenance. The Directors are making their best endeavours to earn foreign exchange.

Appreciation

The Directors thank the Companys Customers, Contractors, Shareholders, Bankers, Financial Institutions and Central & State Governments for their consistent support to the Company. The Directors also sincerely acknowledge the significant contributions made by all the employees for their dedicated services to the Company.

Place: Mumbai For and on behalf of the Board,

Dated: May26,2010

Registered Office:

114-C, Mittal Court, Dinesh T. Shah Vipul P. Shah

Nariman Point, Mumbai 400 021. Chairman CEO & Managing Director