Dear Members,
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
(Rs. in lakhs)
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 31st 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
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 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 Dat |
e |
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 from May
17, 2024 to May 16, 2027. |
August 15, 2024 |
| 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 14th 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 - 400 021. |
|
|
Arvind T. Shah |
Place: Mumbai |
Chairman, CFO & Whole Time Director |
Date: May 30, 2025 |
DIN:00004720 |
|