Asian Star Company Ltd Directors Report.

Dear Members,

Your Directors are pleased to present the Twenty Seventh Annual Report together with Audited Financial Statements (Standalone and Consolidated) for the Financial Year ended March 31, 2021.

Financial Results

(Rs. in crores)

PARITICULARS

Standalone

Consolidated

2020-2021 2019-2020 2020-2021 2019-2020
Revenue from operations 1,687.40 2,162.80 2544.39 3052.94
Add: Other Income 20.62 (0.98) 17.85 (3.90)
Total Revenue 1,708.02 2,161.81 2562.24 3,049.04
Less: Total Expenditure 1,641.41 2,087.49 2,480.82 2,935.80
Operating Profit (PBDIT) 66.61 74.32 81.41 113.24
Less: Interest and Depreciation 14.91 32.28 18.42 35.63
Profit before Exceptional Items and Tax 51.70 42.04 62.99 77.61
Exceptional Items - Income / (Loss) (3.65) - (3.65) -
Profit before tax 48.05 42.04 59.34 77.61
Provision for Tax 9.72 13.54 9.81 13.63
Provision for Deferred Tax (14.49) 0.81 (14.49) 0.81
Profit after Tax 52.82 27.69 64.03 63.17
Less / (add): Minority Interest in Profit - - 0.10 (0.23)
Other Comprehensive Income (3.88) 1.21 (2.66) (4.48)
Total Comprehensive Income 48.93 28.90 61.27 58.92

Financial Performance of the Company

The year gone by was a challenging year riddled with unprecedented health and economic crisis. Covid -19 induced lockdown and other restrictions across the globe severely impacted the operations of the Company as well as the Industry during the first half of the financial year. First quarter was almost a wash out with literally complete global shutdown. However, there was a gradual revival from the second quarter which gained further momentum in the subsequent quarters. In this challenging and volatile environment your Company has achieved turnover of Rs. 1,687.40 crore against that of Rs. 2,162.80 crore during FY 2019-20 on a standalone basis. Consolidated Revenue for the year was Rs. 2,544.39 crore against Rs. 3,052.94 during the FY 2019-20. Despite these challenges, your Companys standalone net profit after tax increased to Rs. 52.82 Crores as against Rs. 27.69 crore in previous year, supported by other income and write back of deferred tax provision. Consolidated net profit after tax also increased to Rs. 64.03 crore from Rs. 63.17 crore in previous year.

These numbers reflects Companies resilience which enabled it to navigate the difficult times and come out stronger with outstanding performance in the last six months registering a growth of 24% and 32% on year on year basis in revenue on standalone and consolidated basis respectively.

The Covid-19 Pandemic

Outbreak of COVID 19 towards the end of FY 2019-2020 severely hit the Gems & Jewellery Industries along with the entire economy. Lockdown in various parts of the globe, travel restrictions, cancellation of trade exhibitions and shows and various measures taken to prevent the spread of Covid almost brought the industry to a standstill in the first few months of the FY 2021.

Operations of the Company too were affected by COVID 19 disruption like the entire industry. During the first few months there were negligible activities as all the production facilities and offices were shut during the nationwide lockdown imposed in April 2020 impacting the sales and profitability for the year. However, with gradual relaxation and unlocking measures implemented by various state governments, the business activity begun slowly and steadily. With all the production facilities fully operational, business started reviving in the second quarter, and continued growing at a steady pace. Revenue improved quarter on quarter and was back to normalcy in the third quarter. With major consumption centres out of the grip of COVID 19, and their vaccination drive to be completed within next few months, the Company expects a promising year ahead albeit the hiccups and uncertainty in the short and medium term cannot be ruled out.

As a responsible member of the communities that it operates in, the Company has contributed to COVID-19 relief and monitoring programs in India. The Companys focus on liquidity, supported by a strong balance sheet and acceleration in cost optimization initiatives, would help in navigating any short term challenges that may arise due to COVID-19.

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 lacs subject to the approval of the members at the ensuing Annual General Meeting.

Pursuant to Finance Act, 2020, dividend income is taxable in the hands of the shareholders w.e.f. 1 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.

Dividend Distribution Policy

According to Regulation 43A of the SEBI (Listing Obligation and Disclosure Requirement) Regulations, 2015 as amended w.e.f 6 May, 2021, the applicability of the dividend distribution policy is extended to the top 1000 listed entities based on market capitalization, calculated as on 31 March of preceding financial year. The dividend distribution policy for your company is under the process of formulation and same shall be placed on the website of your Company in due course.

Transfer to Reserves

During FY 2020-21, no amount has been transferred to any reserves and Board of your Company has decided to retain the entire amount of profits for Financial Year 2020-21 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 and related parties as on 31st March, 2021, in the format prescribed in the relevant accounting standards for annual results, are given in Note no. 35 to the standalone financial statement.

Share Capital

During the year, there has been no change in authorised share capital of the company. The paid up capital of the Company stood at Rs. 16,00,68,000/- at 31 March, 2021.

Credit Rating

The Companys 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 CARE A- Revised from CARE A- Stable / CARE A2+
(Fund Based) Negative / CARE A2+ in April2020 post CoVID-19

Subsidiaries, Associates and Joint Ventures

As on 31 March, 2021, the Company has 3 wholly owned subsidiaries and one Associate. A report on the performance and financial position of each of the subsidiaries 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 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 20-21 is US $ 132,674,100 as compared to US $ 167,651,634 (Previous Year). Profit for the year is US $ 2,041,118 as compared to US $ 4,623,682 (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 $ 17,145,152 for the year as compared to US $ 20,908,903 (Previous Year). Net Loss after tax for the year is US $ 5018 as compared to Profit of US $ 9,870 (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 $ 852,944 as compared to US $ 590,486 (Previous Year). Profit after tax is US $ 44,911 as compared to US $ 117,293 (Previous Year).

Associates

Shah Manufacturers

Shah Manufacturers engaged in processing of diamond on job work basis. Gross Operating revenue for Current year is Rs. 3100 lacs as compared to Rs. 4,401 lacs (Previous Year). Profit after tax Rs. 10.29 lacs as compared to Rs. (23.54) lacs (Previous year).

Joint Venture

Ratnanjali Infra LLP

Ratnanjali Infra LLP engaged in construction of commercial and residential complexes in Ahmedabad, Gujarat. The project is expected to get complete in next financial year.

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 forms 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.

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.

Business Responsibility Report

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

Material changes and commitments, if any, affecting the 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, 2021 and the date of this Report, other than those disclosed in this Report. There has been no change in the nature of business of your Company.

Annual Return

The Annual Return in Form MGT-7 for the financial year ended 31 March, 2021, 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 and unpaid dividends of Rs. 1,137/-. 88 shares were transferred to IEPF during the year 2020-21. 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 Personnel

A. Directors:

Re- Appointment

Pursuant to the recommendation of Nomination and Remuneration Committee at its meeting held on 30 July, 2020, the Board of your Company at its meeting held on 30 July, 2020 has recommended the re-appointment of Mr. Vipul P. Shah, Managing Director, Mr. Arvind T. Shah and Mr. Priyanshu A. Shah, whole time Director for the further term of five years w.e.f 1 January, 2021 subject to the your approval. The Members of your Company at the 26 Annual General Meeting held on 30 September, 2020 approved the re-appointment of Mr. Vipul P. Shah as Managing Director and Mr. Arvind T. Shah and Mr. Priyanshu A. Shah as a Whole time Director for further term of five years w.e.f 1 January, 2021. Also the Members of your Company at the 26th Meeting had appointed Mr. Jayantilal D Parmar non Executive Independent for the first term of five years w .e.f 13 November, 2019.

Re-Designation

In accordance with provision of Companies Act 2013 and other applicable provisions, Mr. Priyanshu A. Shah has resigned from the position of Whole-time Director w.e.f 1 April, 2021. He will continue on the Board of your Company as Non-Executive Non-Independent Director. He will not be drawing any remuneration as a non executive Director w.e.f 1 April, 2021.

Except above, there is no change in the composition of the Board of Your Company during the year 2020-21.

B. 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: Chief Executive Officer and Managing Director

3. Ms. Sujata D. Nadgouda: Company Secretary & Compliance Officer

There is no change in the Key Managerial Personnel (KMP) of your Company during the year 2020-21. Pursuant to Section 152 of the Companies Act, 2013 and Article 153(a) of the Articles of Association of the Company, Mr. Arvind T. Shah (DIN: 0004720),

Whole Time Director and Mr. Priyanshu A. Shah (DIN: 00004759), Non-Executive Non- Independent Director retires by rotation at the 27 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 whole time Director & Non-Executive Non-Independent Director of the Company, liable to retire by rotation.

Brief resume and other details of Mr. Arvind T. Shah and Mr. Priyanshu A. Shah 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 / appointed as Directors by virtue of the provisions of Section 164 of the Companies Act, 2013.

The performance evaluation of Non-Independent Directors and the Board as a whole, Committees thereof and Chairman of the Company was carried out by Independent Directors. Pursuant to the provisions of the Act, the Nomination & Remuneration Committee (NRC) specified the manner of effective evaluation of the performance of the Board, its Committees and individual Directors. In terms of manner of performance evaluation specified by the NRC, the performance evaluation of the Board, its Committees and individual Directors was carried out by NRC and the Board of Directors. Further, pursuant to Schedule IV of the Act and Regulation 17(10) of the SEBI LODR, the evaluation of Independent Directors was done by the Board of Directors. For performance evaluation, structured questionnaires, covering various aspects of the evaluation such as adequacy of the size and composition of the Board and Committee thereof with regard to skill, experience, independence, diversity, attendance and adequacy of time given by the Directors to discharge their duties, Corporate Governance practices, etc. were circulated to the Directors for the evaluation process. All Directors unanimously expressed that the evaluation outcome reflected high level of engagement of the Board of Directors and its committees amongst its members with the Company and its management and that they are fully satisfied with the same.

The Company has received declarations from each of the Independent Directors confirming that they meet the criteria of independence as provided in the Companies Act, 2013 and SEBI LODR. The declarations also confirm compliance with sub-rule 1 and 2 of Rule 6 of the Companies (Appointment and Qualifications of Directors) Fifth Amendment Rules, 2019.

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, 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.

Policy on Board Diversity and Directors 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 Board governs current policy 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, 2021, the Board had 12 members, 5 of whom are Executive members, 1 Non-Executive and Non-Independent Director and 6 Independent Directors. 1 Independent Director of the board is women.

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

• Finance Committee

• Corporate Governance Committee

• Stakeholders Relationship Committee

• Corporate Social Responsibility Committee

• Nomination and Remuneration Committee

• Risk Management 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 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 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 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 Companys 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 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. 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 B.

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 Boards 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

The Shareholders of the Company at the 23rd Annual General Meeting of the Company held on 28th September, 2017 had appointed M/s Mahendra Doshi & Associates, Chartered Accountants, (Firm Registration Number 105765W) are the statutory auditors of the Company to hold office until the conclusion of the 28th Annual General Meeting to be held in the calendar year 2022 to conduct the audit of the Accounts of the Company, at such remuneration as may be mutually agreed upon between the Board of Directors of the Company and the Auditors.

As required under the provisions of Section 139(1) and 141 of the Companies Act, 2013 read with the Companies (Accounts and Auditors) Rules, 2014, the Company has received a written consent and certificate from the auditors to the effect that they are eligible to continue as Statutory Auditor of the Company.

The notes of the financial statements referred to in the Auditors Report issued by M/s Mahendra Doshi & Associates, Chartered Accountants, Mumbai for the financial year ended on 31 March, 2021 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 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 at its meeting held on May 22, 2020 has appointed M/s V. L. Tikmani and Associates, to undertake the Internal Audit of the Company for the year ended March 31, 2021.

c. Secretarial Auditor

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, 2021. The Secretarial Audit Report is annexed as Annexure D 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

Due to lockdown and various restrictions imposed on account of COVID pandemic in the first half of the financial year, the procedural formalities as to the transfer of an amount of relating to sale proceeds of fractional shares arising out of issuance of bonus shares started late. It has further delayed due to non receipt of the required statement from the Bank

Response to point No. 2

Director Identification Number (DIN)o f three directors was deactivated in 2017-18 due to non filing of financial statements and annual report by a private limited company where they were directors. Their DIN stands activated since May 2018 after necessary compliances. 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. 3

The Company has already appointed an Independent director as required. However, the procedural formalities required as per UAE authorities have been delayed as a result of lockdown imposed due to COVID-19 pandemic. The Management is committed to complete the necessary procedures as soon as possible.

Particulars of Loans, Guarantees or Investments

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

Related Party Transactions

All Related Party Transactions entered into during the financial year were on an arms 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 Companys website at the link www.asianstargroup.com.

The Directors draw attention of the members to note no. 35 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 companys 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

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.

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 Companys windmills are located in the state of Maharashtra, Tamil Nadu & Kerala. During the year 2020-21, the Company has generated 153.07 lacs kwh resulting in the sales of Rs.449 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. 104,176 lacs in foreign exchange by way of exports, dividend and commission and has spent Rs. 68,780 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.

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, if any.

(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 system 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 at its meeting held on 14 May, 2021 constituted the Risk Management Committee consisting Mr. Vipul Shah, Managing Director & CEO, Mr. Rahil V. Shah, 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 2020-21.

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) Fair disclosure

16) Policy on Material Related Party Transaction

17) Policy on prohibition of Insider Trading

Special Business

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

Your attention is drawn to that item 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 complaints received regarding sexual harassment.

During the financial year, 2020-21, 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 Companys 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, is uploaded on the Companys website: 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 Boards report.

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 companys 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 Companys 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: 14 May, 2021 DIN:00004685