Shri Aster Silicates Ltd Directors Report

To,

The Members,

Your Directors have pleasure in presenting their 19^th Annual Report on the business and operations of the Company and the accounts for the Financial Year ended March 31, 2015.

1. Financial summary or highlights/Performance of the Company

Particulars	For the year ended 31.03.2015	For the year ended 31.03.2014
Total Revenue	142,637,863	185,677,094
Total Expense	235,671,222	272,157,258
Profit/(Loss) before Tax, Interest & Depreciation	(93,033,360)	(86,480,160)
Financial Expenses & depreciation	210,689,101	113,081,390
Profit/(Loss) before exceptional and extra ordinary items and Tax	(303,722,461)	(199,561,555)
Exceptional Items	20,481,120	1,452,479
Profit/(Loss) before extraordinary items and Tax	(324,203,581)	(201,014,034)
Add: Earlier Years Tax & Deferred Tax	(6,655,224)	46,135,361
Profit / (Loss) for the Year	(317,548,358)	(247,149,394)

2. Dividend

There is no Profit during the year therefore your Directors have NOT recommended Dividend for the financial year 2014-15.

3. Reserves & Surpluse

The company has incurred loss during the year ended 31^st March, 2015. So, amount is to be carried forward to the Reserves & surplus.

4. Brief description of the Company’s working during the year/State of Company’s affairs

Total revenue for the current financial year 2014-15 at Rs. 14.26 crores was lower by 23.18% over last year (Rs. 18.56 crores in 2013-14). Profit before Tax having Rs. (30.37) crore registering Decline over 52% profit before tax of Rs. (19.95) Crores in 2013-14.

Profit/loss after Tax for the year is Rs. (31.17) crore recording decline over 28% over Profit /loss of Rs. (24.71) crore in financial year 2013-14.

5. Details of Subsidiary / Associate Companies

There are no associate companies within the meaning of Section 2(6) of the Companies Act, 2013 ("Act"). There are also no subsidiary companies within the meaning of section 2(87) of the companies Act, 2013.

6. Deposits

Your Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

7. Statutory Auditors

M/s. BPSD & Associates, Chartered Accountant, Mumbai (FRN 118251W) has given resignation as statutory auditor of the company w.e.f. 31^st August, 2015.

The board has proposed name of M/s. V. K. MOONDRA & CO. Chartered Accountants, Ahmedabad (Membership No. 070431, Firms Registration No. 106563W) to appoint them as statutory auditor of the company in upcoming annual general meeting to fill up the casual vacancy caused by resignation of M/s. BPSD & Associates, Chartered Accountant, Mumbai.

M/s. V. K. MOONDRA & CO. Chartered Accountants, Ahmedabad has shown their willingness to be appointed as statutory auditor of the company and provided their eligibility certificate also pursuant to section 139(1) of the companies Act, 2013.

Secretarial Auditor

M/s. Makarand M. Joshi & Co., Practicing Company secretary, Mumbai was appointed as Secretarial Auditor of the company for FY 2014 – 15 in the board meeting dated 13^th November, 2014. But they provided NOC to provide Secretarial Audit report of the company for FY 2014-15 at time of finalization of Annual report for FY 2014-15. Meanwhile, the company has urgently appointed M/s. Maulik Bhavsar & Associates, practicing Company Secretary, Ahmedabad as secretarial auditor of the company on its board meeting held on 1^st September, 2015 to fill up the casual vacancy caused by resignation of M/s. Makarand M. Joshi & Co., Practicing Company secretary, Mumbai.

The company has received secretarial audit report from M/s. Maulik Bhavsar & Associates, practicing Company Secretary, Ahmedabad for year ended 31^st March, 2015.

Internal Auditor

M/s Kohale Ghude & Associates, Mumbai was appointed as internal auditor of the company in the board meeting dated 30^th September, 2014. He gave resignation to act as internal auditor of the company w.e.f. 04.03.2015 due to dissolution of their firm.

8. Qualification in Statutory Auditors’ Report

The Company did not get the information regarding MSME status of its creditors. There is hence no disclosure in presentation of financial statements regarding payments to MSME creditors.

Director’s comment on statutory auditor’s qualification

The Company has not received the information regarding MSME status of Companies creditor and further the Company is trying to get the same.

10. Extract of the annual return

The extract of the annual return in Form No. MGT – 9 shall form part of the Board’s report

11. Conservation of energy, technology absorption and foreign exchange earnings and outgo

The details required under the provisions of the section 134(3)(m) of the Companies Act, 2013 regarding conservation of Energy, Technology Absorption are as under:

(A) Conservation of energy

Company will transfer its furnaces & plant & machinery at jhagadiya from kheda to have better control on management & reduction in overhead cost immediately.

Existing capacity at jhagadiya two furnaces is 900 Mts and kheda 200 Mts per day total 1100 Mts per day & F1 150 Mts per day is now none operating and civil foundation & shed for furnaces 4 of 750 ton is complete.

Unit has got permission from GPCB for Bio gas and oil also which will reduce fuel cost per liter from 45 Rs. of natural gas to 10 Rs. Now unit has applied for 40 crores working capital limit & is expected soon.

UTILIZATION

The furnace at GIDC-Jhagadia is working at 20% capacity due to high Gas price.

(B) Technology Absorption

During the year, no new Research & Development activities were carried out.

(C) Foreign exchange earnings and Outgo

During the year there were no foreign exchange earnings and outgo.

12. Directors:

A) Changes in Directors and Key Managerial Personnel

During the last year there is change in the composition body of the company in director or Key Managerial Personnel.

1. RAKESH ARUNKUMAR DOSHI appointed as Nominee director of the Company as on 3^rd January, 2015.

2. NAMRATA MAHESH MAHESHWARI appointed as CFO of the Company as on 3^rd January, 2015.

3. ISHWARI PRAKASH CHAVAN RESIGNED as Company Secretary of the company w.e.f. 31^st October, 2014.

4. SWAPNA SADANAND VENGURLEKAR appointed as Company Secretary of the company w.e.f. 1^st November, 2014.

5. MAHESH ANOLAKH MAHESHWARI was appointed as Whole time director of the company w.e.f. 1^st December, 2014.

B) RETIREMENT BY ROTATION

Shri MAHESH ANOLAKH MAHESHWARI (DIN: 00027682), retires by rotation in upcoming Annual general meeting and being eligible has offered himself for re-appointment.

14. Number of meetings of the Board of Directors

The Board of Directors met 8 (EIGHT) times during the financial year 2014-15, i.e. 30^th May, 2014, 14^th August, 2014, 30^th September, 2014, 13^th November, 2014, 30^th November, 2014, 3^rd January, 2015, 12^th February, 2015, 21^st February, 2015.

15. Audit Committee

The details pertaining to composition of audit committee are included in the Corporate Governance Report, which forms part of this report.

16. Details of establishment of vigil mechanism for directors and employees

The company has also established vigil mechanism for directors and employees to the company to report genuine concerns as per section 177(9) of the companies Act, 2013.

Members of Audit committee oversee the vigil mechanism.

17. Nomination and Remuneration Committee

Shri Krishnan Umamaheshwaran (Independent Directors) is Chairman of the Committee. Shri Dushyant Buch (Independent Director) and Shri Mr. Shailesh Buch (Independent Director) of the Company are other members of the Committee.

All are non-executive and Indpendent director of the company.

The terms of reference stipulated by the Board to the Remuneration Committee are as contained under Clause 49 of the listing Agreement.

During the year, Two meetings of the Remuneration Committee was held on 28^th May, 2014 and 27^th November, 2014.

18. Policy on directors’ appointment and remuneration and other details

The Company’s policy on directors’ appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the corporate governance report, which forms part of the directors’ report.

19. Formal Annual Evaluation by the Board

The board of directors has carried out an annual evaluation of its own performance, Board committees and individual directors pursuant to the section 134(3)(p) of the companies Act, 2013.

The Board and the Nomination and Remuneration Committee ("NRC") reviewed the performance of the individual directors on the basis of the criteria such as the contribution of the individual director to the Board and committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc. In addition, the Chairman was also evaluated on the key aspects of his role.

20. Particulars of loans, guarantees or investments under section 186

The particulars of loans, guarantees and investments have been disclosed in the financial statements.

21. Particulars of contracts or arrangements with related parties:

The particulars of every contract or arrangements entered into by the Company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arms length transactions under third proviso thereto disclosed in Form No. AOC -2 as per Annexure I.

22. Managerial Remuneration:

Your company has paid managerial remuneration of Rs. 1,200,000 during the year.

Your Company has not any employee, who was in receipt of remuneration in excees of limits specified in the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

23. Secretarial Audit Report

A Secretarial Audit Report given by M/s. MAULIK BHAVSAR & ASSOCIATES, a company secretary in practice shall be annexed II with the report.

Qualification in Secretarial Auditors’ Report

The company has not made any expenditure towards corporate social responsibility activities as per section 135 of the companies act, 2013 & not updated different types of policy on its website.

Director’s comment on secretarial auditor’s qualification

During the year, company has not made any expenditure towards corporate social responsibility activities due to incurring of losses during last 2 years. Company is trying to minimize losses, taking various steps to grow the business and also will try to make expenditure towards corporate social activities in upcoming years.

The company will update its website and update all documents and required policies as per clause 49 of the listing agreements.

24. Corporate Governance Certificate

The Compliance certificate from the practicing company secretaries regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement shall be annexed III with the report.

25. Risk management policy

The Board of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

26. Code of Conduct –

The Board of Directors of the Company has adopted a code of conduct and made it applicable to the Board members and senior management of the Company.

The Board and Senior Management of the Company have affirmed compliance with the code.

27. CSR COMMITTEE AND POLICY:

The Company has constituted the CSR committee comprising of Shri Mahesh Anolakh Maheshwari (Whole time Director), appointed as Chairman of the Committee, Shri Dushyant Manibhai Buch (Independent Director) and Smt. Namrata Mahesh Maheshwari (Whole-Time Director) of the Company continues to act as members of the Committee. The terms of reference stipulated by the Board to the CSR Committee are as contained under Section 135 of companies, Act 2013. The CSR Committee formulate and recommend to the Board, a policy which shall indicate the activities to be undertaken (CSR Policy); recommend the amount of 2% requires spending of at least 2% of its average net profit for the immediately preceding 3 financial years expenditure to be incurred on the activities referred and monitor the CSR Policy of the company.

28. Directors’ Responsibility Statement

The Directors’ Responsibility Statement referred to in clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, shall state that—

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

(b) the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year i.e. at 31^st March, 2015 and of the profit and loss of the company for that period;

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

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

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

29. Acknowledgements

Your Directors express their deep sense of gratitude to the Banks, Central and State Governments and their departments and the local authorities for their continued guidance and support.

We would also like to place on record our sincere appreciation for the dedication, commitment and hard work put in by every member of the SHRI ASTER SILICATES LIMITED (hereinafter referred as "ASTER SILICATES") family. The Board further expresses that the credit of the success of Aster Silicates family goes to each & every member of Aster Silicates family equally. The Management is deeply grateful for the confidence and faith that the shareholders have always reposed in them.

For and on behalf of the Board of Directors

SHRI ASTER SILICATES LIMITED

Sd/-

MAHESH ANOLAKH MAHESHWARI

(Whole time Director)(DIN: 00027682)

Place: Ahmedabad

Date: September 7, 2015

Annexure I

Form No. AOC-2

(Pursuant to clause (h) of sub-section (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referred to in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third proviso thereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

SHRI ASTER SILICATES LIMITED has not entered into any contract or arrangement or transaction with its related parties which is not at arm’s length during financial year 2014-15.

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a. Name (s) of the related party & nature of relationship

b. Nature of contracts / arrangements / transactions: Annual Remuneration paid to Directors namely; 1. MAHESH ANOLAKH MAHESHWARI Rs. 600000/- and 2. NAMRATA MAHESH MAHESHWARI Rs. 600000/-

c. Duration of the contracts / arrangements / transactions: 01.04.2014-31.03.2015.

d. Salient terms of the contracts or arrangements or transactions including the value, if any: NIL

e. Date(s) of approval by the Board, if any: Not applicable, since the contract was entered into in the ordinary course of business and on arm’s length basis.

f. Amount paid as advances, if any: NIl

	On behalf of the board of directors,
	Sd/-
Ahmedabad	MAHESH ANOLAKH MAHESHWARI
September 07, 2015	DIN: 00027682

Annexure II

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31^st MARCH, 2015

[Pursuant to section 204(1) of the Companies Act, 2013 and rule No.9 of the Companies (Appointment and Remuneration Personnel) Rules, 2014]

To,

The Members,

SHRI ASTER SILICATES LIMITED

I have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by SHRI ASTER SILICATES LIMITED (hereinafter called "the company"). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the SHRI ASTER SILICATES LIMITED’s books, papers, minute books, forms and returns filed and other records maintained by the company and also the information provided by the Company, its officers, agents and authorized representatives during the conduct of secretarial audit, I hereby report that in my opinion, the company has, during the audit period covering the financial year ended on 31^st March, 2015 complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31^st March, 2015 according to the provisions of:

(i) The Companies Act, 2013 (the Act) and the rules made thereunder;

(ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder;

(iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed thereunder;

(iv) Foreign Exchange Management Act, 1999 and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India with respect to board and general meetings.

(ii) The Listing Agreements entered into by the Company with Ahmedabad Stock Exchange limited;

I further report that

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting.

However, the company has not made any expenditures towards Corporate social responsibility activities as per section 135 of the companies Act, 2013 and the company has not updated its different types of policy on its website as per clause 49 of the listing agreement.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that as per the explanations given to us and the representations made by the Management and relied upon by us there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

	Sd/-
Date : September 06, 2015	Maulik Bhasvar - Proprietor
Place: Ahmedabad	For Maulik Bhavsar & Associates
	Practicing Company Secretary
	Mem. No. 31198, CP No. 11591

This Report is to be read with our letter which is annexed as Annexure A and forms an integral part of this report.

Annexure A

The report is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I have followed the audit practices and process as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. I believe that the process and practices, I followed provide a reasonable basis for our opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, I have obtained the Management representation about the Compliance of laws, rules and regulations and happening of events etc.

5. The Compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. My examination was limited to the verification of procedure on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.