Directors Report of ASI Industries Ltd.

Mar 31, 2025

The Board of Directors are pleased to present the Company''s
79^th Annual Report on business and operations, together with
the audited financial statements of the Company for the financial
year ended 31^st March, 2025.

FINANCIAL RESULTS

A summary of the Company''s financial results for the Financial
Year 2024-25 are as under:

Particulars	2025	2024
Total Revenue	17409.86	16692.34
Gross profit before interest & depreciation	4367.68	4210.06
Finance Cost	172.70	222.59
Profit before Depreciation & Amortisation	4194.98	3987.47
Depreciation & Amortisation	472.44	502.81
Profit before Tax	3722.54	3484.66
Tax Expenses	1357.62	973.60
Profit after Tax	2544.92	2511.06

STATE OF AFFAIRS

Total revenue was ? 17409.86 Lakhs for FY 2024-25 as compared
to ?. 16692.34 Lakhs for FY 2023-24 an increase in revenue
of 4.30%. EBITDA stood at ?. 4367.68 Lakhs as compared to
4210.06 Lakhs during FY 2023-24 and Net Profit (Loss) after
Tax stood at ?. 2544.92 Lakhs for FY 2024-25 as compared to
?. 2511.06 Lakhs for FY 2023-24 an increase of 1.35%.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there is no change in
nature of business of the Company.

SUBSIDIARY, JOINT VENTURE AND ASSOCIATE
COMPANIES

We would like to inform that your Company is not having any
subsidiary, joint venture or associate company as on March 31,
2025.

DIVIDEND

The Board of Directors has recommended a dividend of
Re. 0.40 (40%) per equity share of Re.1/-each for the
financial year ending on 31st March, 2025.

The proposed dividend on equity shares is subject to the
approval of the shareholders at the upcoming Annual General
Meeting (AGM).

In compliance with the provisions of Section 194 of the Income
Tax Act, 1961, our company is obligated to deduct Tax Deducted
at Source (TDS) at a rate of 10% on dividend payments.
However, it is important to note that if the aggregate amount of

dividends payable to an individual resident shareholder is up to
Rs.5000, no TDS is deducted. Furthermore, no TDS is applicable
for dividend payments made to entities such as Life Insurance
Corporation, General Insurance Corporation of India, specified
insurers, and Mutual Funds, as mentioned under Section
10(23D) of the Income Tax Act.

For non-resident shareholders, as per Section 195 of the Income
Tax Act, 1961, TDS is required to be deducted at a rate of 20%
along with the applicable surcharge on dividend payments.

SHARE CAPITAL

Authorized Share capital

The Authorized Share Capital of the Company stood at Rs.
28,45,00,000/- consisting of 26,24,00,000 equity shares of Re.1/-
each, 200000 Redeemable Preference Shares of Rs. 100/- each,
1000 12% Non-Cumulative Preference Shares of Rs. 100/-each
and 200000 un classified shares of Rs.10/-each.

Paid Up Share Capital

The paid-up Equity Share Capital as at 31^st March, 2025 stood
at ? 900.75 Lakhs. The Company has not issued any convertible
securities or shares with differential voting rights nor has granted
any stock options or sweat equity or warrants.

During the F. Y 2024-25, there were no changes in the Authorised,
Issued, Subscribed and Paid up capital of the Company.

OTHER DISCLOSURES / CONFIRMATIONS

a. None of the Chairman, the Managing Director & Chief
Executive Officer, or the Executive Director of the Company
received any remuneration or commission from any of the
subsidiaries of the Company.

b. The Company has not issued any sweat equity shares to its
directors or employees.

c. The Company has not failed to implement any corporate
action during the year under review.

d. The disclosure pertaining to an explanation for any deviation
or variation in connection with certain terms of a public issue,
rights issue, preferential issue, etc. is not applicable to the
Company.

e. The Company''s securities were not suspended during the
year under review.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General
Reserve for the year ended 31 March, 2025.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial
statements for the year ended on 31^st March, 2025 has been
prepared in accordance with the Indian Accounting Standards
(IND AS) notified under Section 133 of the Companies Act, 2013
(hereinafter referred to as “the Act”) read with the Companies

(Accounts) Rules, 2014 as amended from time to time. The
estimates and judgments relating to the Financial Statements
are made on a prudent basis, so as to reflect in a true and fair
manner, the form and substance of transactions and reasonably
present the Company''s state of affairs, profits and cash flows
for the year ended 31^st March, 2025. The Notes to the Financial
Statements adequately cover the standalone Audited Statements
and form an integral part of this Report.

MATERIAL SUBSIDIARY

There is no material subsidiary of the company as on
31^st March, 2025. However, still the Policy of determining material
subsidiary has been uploaded on the Company''s website at
http://www.asigroup.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing
Regulations, a separate section on corporate governance
practices followed by the Company, together with a certificate
from the Company''s Auditors confirming compliance forms an
integral part of this Report.

EXTRACT OF ANNUAL RETURN

Annual return in Form MGT-7 up to the Financial Year 2023¬
24 as required under Section 92 of the Act is available on the
company''s website https://www.asigroup.co.in. Annual return
for the F.Y. 2024-25 shall be made available on the company''s
website post the Annual General Meeting of F.Y 2024-25.

DIRECTORS

In accordance with the provisions of Section 152 of the Act and
the Company''s Articles of Association, Mrs. Anita Jatia, Director
retires by rotation at the forthcoming Annual General Meeting
and, being eligible offers herself for re-appointment. The Board
recommends her re-appointment for the consideration of the
Members of the Company at the forthcoming Annual General
Meeting. Brief profile of Mrs. Anita Jatia has been given in the
Notice convening the Annual General Meeting.

During year under review as recommended by the Nomination
and Remuneration Committee, board of directors at their
meeting held on 23^rd July, 2024 re-appointed Mr. Deepak Jatia as
Managing Director and Mr. Tushya Jatia as Whole Time Director
( designated as Executive Director ) for a further period of 3 years
and their re-appointments were approved by the members at the
78^th Annual General Meeting held on 20^th September, 2024.

During the year under review, there are no changes in Board of
directors that took place.

INDEPENDENT DIRECTORS

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 Act and Regulation 16(1)
(b) of the Listing Regulations. The Board is of the opinion that
all Independent Directors of the Company possess requisite
qualifications, experience, expertise and they hold highest
standards of integrity. All Independent Directors of the Company
have registered themselves with the Indian Institute of Corporate
Affairs at Manesar (''MCA'') as required under Rule 6 of Companies
(Appointment and Qualification of Directors) Rules, 2014. Further
all the Independent Director except Mr. Arunanshu V. Agarwal
have served on the board of listed entities and hence shall not
be required to pass the online proficiency self-assessment test
as per the proviso to Rule 6(4) of the Companies (Appointment
and Qualification of Directors) Rules, 2014. Mr. Arunanshu V.
Agarwal will provide the online proficiency self-assessment test
in due course.

The Independent Directors have also confirmed that they have
complied with the Company''s Code of Business Conduct &
Ethics.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the
Financial Year 2024-25 forms part of the Corporate Governance
Report.

KEY MANAGERIAL PERSONNEL

Mr. Deepak Jatia- Chairman and Managing Director, Mr. Tushya
Jatia, Whole-time Director, Mrs. Anita Jatia, Whole-time Director,
Mr. Pavan Soni- Chief Financial Officer and Mr. Manish P.
Kakrai- Company Secretary and Compliance Officer are the Key
Managerial Personnel of the Company.

No persons were appointed/ceased as Key Managerial Personnel
of the Company during the year under review.

COMMITTEES OF THE BOARD

The Board of Directors have Audit Committee, Nomination
and Remuneration Committee, Stakeholders'' Relationship
Committee and Corporate Social Responsibility Committee.

The details of the Committees along with their composition,
number of meetings and attendance at the meetings are provided
in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD OF
DIRECTORS, ITS INDIVIDUAL MEMBERS, AND ITS
COMMITTEES

In terms with the Policy for Evaluation of the Performance of
the Board of Directors of the Company, we conducted a formal
Board Effectiveness Review, as part of our efforts to evaluate
the performance of our Board and identify areas that need
improvement, in order to enhance the effectiveness of the Board,
its Committees, and Individual Directors. This was in line with
the requirements of the Companies Act 2013 and the Securities

and Exchange Board of India (Listing Obligations and Disclosure
Requirements Regulations) 2015.

The criteria for Board processes included Board composition,
strategic orientation and team dynamics. Evaluation of each of
the Board Committees covered whether they have well-defined
objectives, the correct composition, and whether they achieved
their objectives. The criteria for Individual Board Members
included skills, experience, level of preparedness, attendance,
extent of contribution to Board debates and discussion, and
how each Director leveraged their expertise and networks to
meaningfully contribute to the Company. The criteria for the
Chairperson''s evaluation included leadership style and conduct
of Board Meetings.

Further, the performance evaluation criteria for Independent
Directors included a check on their fulfilment of the independence
criteria and their independence from the management.

The performance evaluation of the Directors was completed
during the year under review. The performance evaluation of
the Chairman and the Non-Independent Directors was carried
out by the Independent Directors and Non-Executive Director.
The Board of Directors expressed their satisfaction with the
evaluation process.

Performance evaluation of Independent Director was evaluated
by entire Board excluding the director being evaluated.

PARTICULARS OF LOANS, GUARANTEES OR
INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under
the provisions of Section 186 of the Act are given in the notes to
Financial Statements forming a part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine
concerns or grievances and to provide adequate safeguards
against victimization of persons who may use such mechanism.
The Whistle Blower Policy has been posted on the website of the
Company at http://www.asigroup.co.in

NOMINATION, REMUNERATION AND BOARD DIVERSITY
POLICY

The Board of Directors has framed a policy which lays down
a framework in relation to remuneration of Directors, Key
Managerial Personnel and Senior Management of the Company.
The Policy broadly lays down the guiding principles, philosophy
and the basis for payment of remuneration to Executive and
Non-executive Directors (by way of sitting fees and commission),
Key Managerial Personnel, Senior Management and other
employees. The policy also provides the criteria for determining
qualifications, positive attributes and Independence of Director
and criteria for appointment of Key Managerial Personnel / Senior
Management and performance evaluation which are considered
by the Nomination and Remuneration Committee and the Board
of Directors while making selection of the candidates. The above

policy has been posted on the website of the Company at http://
www.asigroup.co.in

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under
review were on arm''s length basis and thus a disclosure in Form
AOC-2 in terms of Section 134 of the Act is not required. Further,
there are no material related party transactions during the year
under review with the Promoters, Directors or Key Managerial
Personnel. All related party transactions are mentioned in the
notes to the accounts. The Company has developed a framework
through Standard Operating Procedures for the purpose of
identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit
Committee for approval. Omnibus approval was obtained on a
yearly basis for transactions which are of repetitive nature and
a statement giving details of all Related Party Transactions are
placed before the Audit Committee and the Board for review and
approval on a quarterly basis.

The revised Policy on Materiality of and dealing with Related Party
Transactions has been uploaded on the website of the Company
and the same has also been ratified by the Audit Committee and
Board of Directors at their subsequent meeting and the same
can be seen at the link http://www.asigroup.co.in. None of the
Directors has any pecuniary relationship or transactions vis-a-vis
the Company except remuneration and sitting fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE
REGULATORS OR COURTS

No significant and material order has been passed by the
regulators, courts, tribunals impacting the going concern status
and Company''s operations in future.

CREDIT RATING

Since the company no longer requires credit rating for borrowing
facilities enjoyed by the Company, no ratings were obtained
during the F. Y 2024-25.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5)
of the Companies Act, 2013, with respect to the Directors''
Responsibility Statement, it is hereby confirmed that:

• In the preparation of the annual accounts for the year ended
31^st March 2025, the applicable accounting standards read
with requirements set out under Schedule III to the Act, have
been followed and there are no material departures from the
same;

• The Directors have selected such accounting policies
and applied them consistently and made judgements and
estimates that are reasonable and prudent so as to give a
true and fair view of the state of affairs of your Company as
at 31^st March, 2025 and of the loss of your Company for the
year ended on that date;

• The Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance
with the provisions of the Act for safeguarding the assets of
your Company and for preventing and detecting fraud and
other irregularities;

• the Directors have prepared annual accounts on a ''going
concern'' basis;

• the Directors have laid down internal financial controls to be
followed by the Company and that such internal financial
controls are adequate and are operating effectively; and

• the Directors have devised proper systems to ensure
compliance with the provisions of all applicable

• laws and that such systems were adequate and operating
effectively.

AUDITORS

(a) STATUTORY AUDITOR

M/s B. L. Ajmera & Co., Chartered Accountants, Jaipur
(FRN- 001100C) was appointed as Statutory Auditor of the
Company for a period of five consecutive years at the Annual
General Meeting of the Members held on 30^th September,
2022 on a remuneration mutually agreed upon by the Board
of Directors and the Statutory Auditors.

The Auditors have also furnished a declaration confirming
their independence as well as their arm''s length relationship
with the Company as well as declaring that they have not
taken up any prohibited non-audit assignments for the
Company. The Audit Committee reviews the independence
of the Auditors and the effectiveness of the Audit process.

Further, there are no qualifications or adverse remarks in the
Auditors'' Report which require any clarification/explanation.
The Notes on financial statements are self-explanatory and
need no further explanation. The Statutory Auditors have not
reported any frauds under Section 143(12) of the Act.

(b) SECRETERIAL AUDITORS

As required under Section 204 of the Companies Act, 2013
read with Companies (Appointment and Remuneration
of Managerial Personnel) Rules, 2014, the Board has
appointed M/s. GMJ & Associates, Company Secretaries,
as Secretarial Auditors of the Company for a period of 5
financial years commencing from the financial year 2025¬
26. The Company has received their consent for such
appointment. The Secretarial Audit Report for the year
2024-25 is attached as Annexure-“A”.

There is no secretarial audit qualification for the year under
review.

COST RECORD AND AUDIT

As per the requirement of the Central Government and pursuant

to Section 148 of the Companies Act, 2013 read with Companies

(Cost Records and Audit) Rules, 2014 as amended from time to

time, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice
was appointed to undertake the cost audit for the financial year
ended 31^st March, 2025. The Company has maintained Cost
Record as specified by the Central Government under sub
section (1) of Section 148 of the Companies Act, 2013.

Further, the Board of Directors, on the recommendation of the
Audit Committee, have appointed M/s. N.D. Birla & Co., a firm
of Cost Accountants to undertake the audit of cost records of the
Company for the financial year ended 31^st March, 2026.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR
ADEQUACY

Your Company has an effective internal control and risk-mitigation
system, which are constantly assessed and strengthened with
new/revised standard operating procedures. The Company''s
internal control system is commensurate with its size, scale and
complexities of its operations. The internal and operational audit is
entrusted to M/s L.B.Jha & Co Chartered Accountants. The main
thrust of internal audit is to test and review controls, appraisal of
risks and business processes, besides benchmarking controls
with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews
the adequacy and effectiveness of the internal control systems
and suggests improvements to strengthen the same. The
Company has a robust Management Information System, which
is an integral part of the control mechanism.

REPORTING OF FRAUD

There was no instance of fraud during the year under review,
which required the Statutory Auditors to report to the Audit
Committee and / or Board under Section 143(12) of the
Companies Act, 2013 and Rules framed thereunder.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business
and is committed to managing the risks in a proactive and efficient
manner. Your Company periodically assesses risks in the internal
and external environment, along with the cost of treating risks
and incorporates risk management plans in its strategy, business
and operational plans.

Your Company, through its risk management policy and effective
risk management process, strive to contain impact and likelihood
of the risks within the risk appetite as agreed from time to time
with the Board of Directors.

There are no risks which in the opinion of the Board threaten the
existence of your Company. However, some of the risks which
may pose challenges are set out in the Management Discussion
and Analysis which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the
Companies Act, 2013 along with the Companies (Corporate
Social Responsibility Policy) Rules, 2014 and any other statutory
amendment or modification thereof and the Company''s CSR

Policy in respect of Corporate Social Responsibility activity, a
separate Report on CSR activities is attached as Annexure “B”
to this Report. The CSR Policy has been posted on the website
of the Company at https://www.asigroup.co.in For further details,
also refer Note No. 29(b) notes to accounts of standalone
financial statement for CSR Expenditure.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally
clean and safe operations. The Company''s policy requires
conduct of operations in such a manner so as to ensure safety
of all concerned, compliances of environmental regulations and
preservation of natural resources.

POSH COMPLIANCE

In order to comply with provisions of the Sexual Harassment of
Women at Workplace (Prevention, Prohibition and Redressal)
Act, 2013 and Rules framed thereunder, the Company has
formulated and implemented a policy on prevention, prohibition
and redressal of complaints related to sexual harassment of
women at the workplace. All women employees either permanent,
temporary or contractual are covered under the above policy.
The said policy has been uploaded on the internal portal of the
Company for information of all employees. An Internal Complaint
Committee has been set up in compliance with the said Act.
During the year under review, no complaints pertaining to sexual
harassment of women employees were reported to the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and
dedication of its employees in all areas of the business. The
Company has a structured induction process at all locations
objective appraisal systems based on Key Result Areas (KRAs)
are in place for senior management staff.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act,
2013, read with IEPF Authority (Accounting, Audit, Transfer and
Refund) Rules, 2016, all unpaid and unclaimed dividends are
required to be transferred by the Company to IEPF established
by the Central Government, after the completion of seven years.
Further, according to the rules, the shares in respect of 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 created by the IEPF Authority, accordingly
the Company has transferred unclaimed and unpaid dividend
pertaining to FY 2016-17 on 05^th November, 2024.

DEPOSIT

The Company has not accepted any deposits falling under the
ambit of Section 73 of the Companies Act, 2013 and the Rules
framed thereunder, during the year under review. This does not
include advances against supply of goods within a period of 365

days from the date of acceptance of such advance or any other
amount received not considered as deposit as per rule 2 (1) (c) of
the Companies (Acceptance of Deposit) Rules, 2014.

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED
SUSPENSE ACCOUNT:

Pursuant to Regulation 39 of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, the details in
respect of the shares lying in the un-claimed suspense account
till March 31,2025 are as follow:

Particulars	No. of Shareholders	No. of share
Aggregate number of shareholders and outstanding shares held in the Unclaimed Suspense Account as on 31st March, 2024	119	461726
Number of shareholders/legal heirs who approached listed entity for transfer of shares from suspense account during the year	—	—
Number of shareholders to whom shares were transferred from suspense account during the year	_	_
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on 31st March, 2025	119	461726

Voting rights on these 4,61,726 shares shall remain frozen till the
rightful owner of such shares claims the shares. Shareholders
may get in touch with the Company/RTA for any further
information in this matter.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information on conservation of energy, technology absorption
and foreign exchange earnings and outgo pursuant to Section
134(3) (m) of the Act, read with the Rule 8(3) of the Companies
(Accounts) Rules, 2014 is attached as Annexure “C” and forms
an integral part of this Report.

The Disclosure required under Section 197(12) of the Act
read with the Rule 5(1) of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014, is attached
as Annexure “''D” and forms an integral part of this Report.

A statement comprising the names of top 10 employees in terms
of remuneration drawn and every persons employed throughout
the year, who were in receipt of remuneration in terms of Rule
5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014 is attached as Annexure
“D” and forms an integral part of this report.

In terms of Section 197(12) of the Companies Act, 2013 read with
Rule 5(2) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, the statement showing the
name of the employees drawing remuneration in excess of the

limit specified in the Rules are not applicable on the Company
as during the period, no employee of the Company was drawing
salary in excess of that drawn by the Managing Director or Whole
Time Director or Manager.

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

REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT
VENTURE AND ASSOCIATE

We would like to inform that your Company is not having any
subsidiary, joint venture or associate company as on March 31,
2025.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management
Discussion & Analysis Report describing the Company''s
objectives, expectations or forecasts may be forward looking
within the meaning of applicable laws and regulations. Actual
results may differ from those expressed in the statements.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING
PENDING UNDER THE INSOLVENCY AND BANKRUPTCY
CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH
THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there is no application made or
any proceeding pending under the Insolvency and Bankruptcy
Code, 2016

MATERIAL CHANGES BETWEEN THE PERIOD FROM END
OF FINANCIAL YEAR TO THE DATE OF REPORT OF THE
BOARD:

There are no material changes between the period from end of
financial year to the date of the report of the Board.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE
VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT
AND THE VALUATION DONE WHILE TAKING LOAN FROM
THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH
THE REASONS THEREOF

During the year under review, No one time settlement was taken
place. Hence, the disclosure is not applicable.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation, for the
contribution made by the employees at all levels but for whose
hard work, and support, your Company''s achievements would
not have been possible. Your Directors also wish to thank its
customers, dealers, agents, suppliers, investors and bankers for
their continued support and faith reposed in the Company.

On behalf of the Board of Directors
Deepak Jatia

Place: Mumbai Chairman & Managing Director

Date: 16^th May 2025 DIN: 01068689

---

Mar 31, 2024

The Board of Directors are pleased to present the Company''s 78^th Annual Report on business and operations, together with the audited financial statements of the Company for the financial year ended 31^st March, 2024.

FINANCIAL RESULTS AND STATE OF AFFAIRS

A summary of the Company''s financial results for the Financial Year 2023-24 are as under:

(Rs. in Lakhs)
Particulars	2024	2023
Total Revenue	16692.34	14824.00
Gross profit before interest & depreciation	4210.06	3272.47
Finance Cost	222.59	267.94
Profit before Depreciation & Amortisation	3987.47	3004.53
Depreciation & Amortisation	502.81	528.90
Profit before Tax	3484.66	2475.63
Tax Expenses	973.60	748.12
Profit after Tax	2511.06	1727.51

Total revenue was ? 16692.34 Lakhs for FY 2023-24 as compared to ?. 14824.00 Lakhs for FY 2022-23 an increase in revenue of 12.60%. EBITDA stood at ?. 4210.06 Lakhs as compared to 3272.47 Lakhs during FY 2022-23 and Net Profit (Loss) after Tax stood at ?. 2511.06 Lakhs for FY 2023-24 as compared to ?. 1727.51 Lakhs for FY 2022-23 an increase of 45.35%.

CHANGE IN NATURE OF BUSINESS:

During the financial year under review, there is no change in nature of business of the Company.

SUBSIDIARY COMPANIES

We would like to inform that your Company is not having any subsidiary, joint venture or associate company as on March 31, 2024.

DIVIDEND

The Board of Directors has recommended a dividend of Re.0.35 (35%) per equity share of Re.1/-each for the financial year ending on 31st March, 2024.

The proposed dividend on equity shares is subject to the approval of the shareholders at the upcoming Annual General Meeting (AGM) scheduled on Friday, 20^th September, 2024.

Upon approval by the shareholders, the dividend will be paid after the AGM, commencing from 20^th September 2024. The Record Date for determining the shareholders eligible for the dividend will be 13^th September, 2024.

In compliance with the provisions of Section 194 of the Income Tax Act, 1961, our company is obligated to deduct Tax Deducted

at Source (TDS) at a rate of 10% on dividend payments. However, it is important to note that if the aggregate amount of dividends payable to an individual resident shareholder is up to Rs.5000, no TDS is deducted. Furthermore, no TDS is applicable for dividend payments made to entities such as Life Insurance Corporation, General Insurance Corporation of India, specified insurers, and Mutual Funds, as mentioned under Section 10(23D) of the Income Tax Act.

For non-resident shareholders, as per Section 195 of the Income Tax Act, 1961, TDS is required to be deducted at a rate of 20% along with the applicable surcharge on dividend payments.

SHARE CAPITAL

Authorized Share capital

The Authorized Share Capital of the Company stood at Rs. 28,45,00,000/- consisting of 26,24,00,000 equity shares of Re.1/-each, 200000 Redeemable Preference Shares of Rs. 100/- each, 1000 12% Non-Cumulative Preference Shares of Rs. 100/-each and 200000 un classified shares of Rs.10/-each.

Paid Up Share Capital

The paid-up Equity Share Capital as at 31^st March, 2024 stood at ? 900.75 Lakhs. The Company has not issued any convertible securities or shares with differential voting rights nor has granted any stock options or sweat equity or warrants.

During the F. Y 2023-24, there were no changes in the Authorised, Issued, subscribed and Paid up capital of the Company.

TRANSFER TO RESERVE

The Company has not transferred any amount to the General Reserve for the year ended 31 March, 2024.

FINANCE AND ACCOUNTS

As mandated by the Ministry of Corporate Affairs, the financial statements for the year ended on 31^st March, 2024 has been prepared in accordance with the Indian Accounting Standards (IND AS) notified under Section 133 of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with the Companies (Accounts) Rules, 2014 as amended from time to time. The estimates and judgments relating to the Financial Statements are made on a prudent basis, so as to reflect in a true and fair manner, the form and substance of transactions and reasonably present the Company''s state of affairs, profits and cash flows for the year ended 31^st March, 2024. The Notes to the Financial Statements adequately cover the standalone Audited Statements and form an integral part of this Report.

MATERIAL SUBSIDIARY

There is no material subsidiary of the company as on 31^st March, 2024. However, still the Policy of determining material subsidiary has been uploaded on the Company''s website at http://www. asigroup.co.in.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

CORPORATE GOVERNANCE

As per Regulation 34(3) read with Schedule V of the Listing Regulations, a separate section on corporate governance practices followed by the Company, together with a certificate from the Company''s Auditors confirming compliance forms an integral part of this Report.

EXTRACT OF ANNUAL RETURN

Annual Return in Form MGT-7, as required under Section 92 of the Act is available on the Company''s website viz. http://www. asiaroup.co.in

DIRECTORS

In accordance with the provisions of Section 152 of the Act and the Company''s Articles of Association, Mr. Tushya Jatia, Director retires by rotation at the forthcoming Annual General Meeting and, being eligible offers himself for re-appointment. The Board recommends his re-appointment for the consideration of the Members of the Company at the forthcoming Annual General Meeting. Brief profile of Mr. Tushya Jatia has been given in the Notice convening the Annual General Meeting.

As recommended by the Nomination and Remuneration committee, board of directors at their meeting held on 23^rd July, 2024 subject to approval of members at the ensuing Annual General Meeting, re-appointed Mr. Deepak Jatia as Managing Director and Mr. Tushya Jatia as Whole Time Directors (designated as Executive Director) for a further period of 3 years. Terms and conditions, duration and other details are set out in the notice of Annual General Meeting.

During the year under review, Mr. Sanjay Seksaria resigned as independent director of the company w.e.f. 17^th August, 2023. Further, tenure of Mr. Anshul Sonawala as an Independent director of the company was expired on 31^st March, 2024.

During the year under review:

(i) Board of directors at their meeting held on 26^th August,

2023 appointed Mr. Padamkumar Radheshyam Poddar (DIN:00012533) as an additional director designated as independent director, with effective from 26^th August 2023 not liable to retire by rotation and to hold office upto 25^th August, 2028. Further, his appointment was approved by members at the annual general meeting of the company held on 29^th September, 2023.

(ii) Board of directors at their meeting held on 9^th February,

2024 appointed Mr. Arunanshu V. Agarwal (DIN: 00166400) as an additional director designated as Independent director of the Company, with effective from

10th February, 2024 not liable to retire by rotation and to hold office effective upto 9th February, 2029. Further, above appointment was approved by members through special resolution passed by way of postal ballot details of which are given separately under postal ballot section of corporate governance report.

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 Act and Regulation 16(1) (b) of the Listing Regulations. The Board is of the opinion that all Independent Directors of the Company possess requisite qualifications, experience, expertise and they hold highest standards of integrity. All Independent Directors of the Company have registered themselves with the Indian Institute of Corporate Affairs at Manesar (''IICA'') as required under Rule 6 of Companies (Appointment and Qualification of Directors) Rules, 2014. Further all the Independent Director except Mr. Arunanshu V. Agarwal have served on the board of listed entities and hence shall not be required to pass the online proficiency self-assessment test as per the proviso to Rule 6(4) of the Companies (Appointment and Qualification of Directors) Rules, 2014. Mr. Arunanshu V. Agarwal will provide the online proficiency self-assessment test in due course.

The Independent Directors have also confirmed that they have complied with the Company''s Code of Business Conduct & Ethics.

NUMBER OF MEETINGS OF THE BOARD

The details of the number of meetings of the Board held during the Financial Year 2023-24 forms part of the Corporate Governance Report.

KEY MANAGERIAL PERSONNEL

Mr. Deepak Jatia- Chairman and Managing Director, Mr. Tushya Jatia, Whole-time Director, Mrs. Anita Jatia, Whole-time Director, Mr. Pavan Soni- Chief Financial Officer and Mr. Manish Kakrai-Company Secretary and Compliance Officer are the Key Managerial Personnel of the Company.

No persons were appointed/ceased as Key Managerial Personnel of the Company during the year under review.

COMMITTEES OF THE BOARD

The Board of Directors have Audit Committee, Nomination and Remuneration Committee, Stakeholders'' Relationship Committee and Corporate Social Responsibility Committee.

The details of the Committees along with their composition, number of meetings and attendance at the meetings are provided in the Corporate Governance Report.

PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS, ITS INDIVIDUAL MEMBERS, AND ITS COMMITTEES

In terms with the Policy for Evaluation of the Performance of the Board of Directors of the Company, we conducted a formal

Board Effectiveness Review, as part of our efforts to evaluate the performance of our Board and identify areas that need improvement, in order to enhance the effectiveness of the Board, its Committees, and Individual Directors. This was in line with the requirements of the Companies Act 2013 and the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements Regulations) 2015.

The criteria for Board processes included Board composition, strategic orientation and team dynamics. Evaluation of each of the Board Committees covered whether they have well-defined objectives, the correct composition, and whether they achieved their objectives. The criteria for Individual Board Members included skills, experience, level of preparedness, attendance, extent of contribution to Board debates and discussion, and how each Director leveraged their expertise and networks to meaningfully contribute to the Company. The criteria for the Chairperson''s evaluation included leadership style and conduct of Board Meetings.

Further, the performance evaluation criteria for Independent Directors included a check on their fulfilment of the independence criteria and their independence from the management.

The performance evaluation of the Directors was completed during the year under review. The performance evaluation of the Chairman and the Non-Independent Directors was carried out by the Independent Directors and Non-Executive Director. The Board of Directors expressed their satisfaction with the evaluation process.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Act are given in the notes to Financial Statements forming a part of this Annual Report.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a Whistle Blower Policy to report genuine concerns or grievances and to provide adequate safeguards against victimization of persons who may use such mechanism. The Whistle Blower Policy has been posted on the website of the Company at http://www.asigroup.co.in

NOMINATION, REMUNERATION AND BOARD DIVERSITY POLICY

The Board of Directors has framed a policy which lays down a framework in relation to remuneration of Directors, Key Managerial Personnel and Senior Management of the Company. The Policy broadly lays down the guiding principles, philosophy and the basis for payment of remuneration to Executive and Non-executive Directors (by way of sitting fees and commission), Key Managerial Personnel, Senior Management and other employees. The policy also provides the criteria for determining qualifications, positive attributes and Independence of Director and criteria for appointment of Key Managerial Personnel / Senior Management and performance evaluation which are considered

by the Nomination and Remuneration Committee and the Board of Directors while making selection of the candidates. The above policy has been posted on the website of the Company at http:// www.asigroup.co.in

RELATED PARTY TRANSACTIONS

All transactions entered with Related Parties for the year under review were on arm''s length basis and thus a disclosure in Form AOC-2 in terms of Section 134 of the Act is not required. Further, there are no material related party transactions during the year under review with the Promoters, Directors or Key Managerial Personnel. All related party transactions are mentioned in the notes to the accounts. The Company has developed a framework through Standard Operating Procedures for the purpose of identification and monitoring of such Related Party Transactions.

All Related Party Transactions are placed before the Audit Committee for approval. Omnibus approval was obtained on a yearly basis for transactions which are of repetitive nature and a statement giving details of all Related Party Transactions are placed before the Audit Committee and the Board for review and approval on a quarterly basis.

The Policy on Related Party Transactions as approved by the Board of Directors has been uploaded on the website of the Company and can be seen at the link http://www.asigroup. co.in . None of the Directors has any pecuniary relationship or transactions vis-a-vis the Company except remuneration and sitting fees.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

No significant and material order has been passed by the regulators, courts, tribunals impacting the going concern status and Company''s operations in future.

CREDIT RATING

Since the company no longer requires credit rating for borrowing facilities enjoyed by the Company, no ratings were obtained during the F. Y 2023-24.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 134(3)(c) and 134(5) of the Companies Act, 2013, with respect to the Directors'' Responsibility Statement, it is hereby confirmed that:

• In the preparation of the annual accounts for the year ended 31^st March 2024, the applicable accounting standards read with requirements set out under Schedule III to the Act, have been followed and there are no material departures from the same;

• The Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of your Company as at 31^st March, 2024 and of the loss of your Company for the year ended on that date;

• The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of your Company and for preventing and detecting fraud and other irregularities;

• the Directors have prepared annual accounts on a ''going concern'' basis;

• the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

AUDITORS(a) STATUTORY AUDITOR

M/s B. L. Ajmera & Co., Chartered Accountants, Jaipur (FRN- 001100C) was appointed as Statutory Auditor of the Company for a period of five consecutive years at the Annual General Meeting of the Members held on 30^th September, 2022 on a remuneration mutually agreed upon by the Board of Directors and the Statutory Auditors.

The Auditors have also furnished a declaration confirming their independence as well as their arm''s length relationship with the Company as well as declaring that they have not taken up any prohibited non-audit assignments for the Company. The Audit Committee reviews the independence of the Auditors and the effectiveness of the Audit process.

Further, there are no qualifications or adverse remarks in the Auditors'' Report which require any clarification/explanation. The Notes on financial statements are self-explanatory and need no further explanation. The Statutory Auditors have not reported any frauds under Section 143(12) of the Act.

(b) COST AUDITORS

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice was appointed to undertake the cost audit for the financial year ended 31^st March, 2024. The Company has maintained Cost Record as specified by the Central Government under sub section (1) of Section 148 of the Companies Act, 2013.

Further, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. N.D. Birla & Co., a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year ended 31^st March, 2025.

(C) SECRETERIAL AUDITORS

As required under Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & Associates, Company Secretaries, as Secretarial Auditors of the Company in relation to the financial year 2024-25. The Company has received their consent for such appointment. The Secretarial Audit Report for the year 2023-24 is attached as Annexure-“A”.

There is no secretarial audit qualification for the year under review.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has an effective internal control and risk-mitigation system, which are constantly assessed and strengthened with new/revised standard operating procedures. The Company''s internal control system is commensurate with its size, scale and complexities of its operations. The internal and operational audit is entrusted to M/s L.B.Jha & Co Chartered Accountants. The main thrust of internal audit is to test and review controls, appraisal of risks and business processes, besides benchmarking controls with best practices in the industry.

The Audit Committee of the Board of Directors actively reviews the adequacy and effectiveness of the internal control systems and suggests improvements to strengthen the same. The Company has a robust Management Information System, which is an integral part of the control mechanism.

REPORTING OF FRAUD

There was no instance of fraud during the year under review, which required the Statutory Auditors to report to the Audit Committee and / or Board under Section 143(12) of the Companies Act, 2013 and Rules framed thereunder.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management policy and effective risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Company''s CSR Policy in respect of Corporate Social Responsibility activity, a separate Report on CSR activities is attached as Annexure “B” to this Report. The CSR Policy has been posted on the website of the Company at http://www.asiaroup.co.in For further details,.also refer Note No. 29(b) notes to accounts of standalone financial statement for CSR Expenditure.

ENVIRONMENT, HEALTH AND SAFETY

The Company is conscious of the importance of environmentally clean and safe operations. The Company''s policy requires conduct of operations in such a manner so as to ensure safety of all concerned, compliances of environmental regulations and preservation of natural resources.

In order to comply with provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and Rules framed thereunder, the Company has formulated and implemented a policy on prevention, prohibition and redressal of complaints related to sexual harassment of women at the workplace. All women employees either permanent, temporary or contractual are covered under the above policy. The said policy has been uploaded on the internal portal of the Company for information of all employees. An Internal Complaint Committee has been set up in compliance with the said Act. During the year under review, no complaints pertaining to sexual harassment of women employees were reported to the Company.

HUMAN RESOURCES AND INDUSTRIAL RELATIONS

The Company takes pride in the commitment, competence and dedication of its employees in all areas of the business. The Company has a structured induction process at all locations objective appraisal systems based on Key Result Areas (KRAs) are in place for senior management staff.

INVESTORS EDUCATION AND PROTECTION FUND (IEPF)

Pursuant to the applicable provisions of the Companies Act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Central Government, after the completion of seven years. Further, according to the rules, the shares in respect of 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 created by the IEPF Authority, accordingly the Company has transferred unclaimed and unpaid dividend pertaining to FY 2015-16 on 16^th October, 2023. Further, the corresponding shares were also transferred to the IEPF Authority as per the requirements of IEPF Rules, details of which are provided on Company''s website at http://www.asiaroup.co.in.

DEPOSIT

The Company has not accepted any deposits falling under the ambit of Section 73 of the Companies Act, 2013 and the Rules framed thereunder, during the year under review. This does not include advances against supply of goods within a period of 365 days from the date of acceptance of such advance or any other amount received not considered as deposit as per rule 2 (1) (c) of the Companies (Acceptance of Deposit) Rules, 2014.

DISCLOSURE OF SHARES LYING IN THE UNCLAIMED SUSPENSE ACCOUNT:

Pursuant to Regulation 39 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the details in respect of the shares lying in the un-claimed suspense account till March 31,2024 are as follow:

Particulars	No. of Shareholders	No. of share
Aggregate number of shareholders and outstanding shares held in the Unclaimed Suspense Account as on 31st March, 2023	119	461726
Number of shareholders/legal heirs who approached listed entity for transfer of shares from suspense account during the year	—	—
Number of shareholders to whom shares were transferred from suspense account during the year	_	_
Aggregate number of shareholders and the outstanding shares in the suspense account lying at the end of the year i.e. as on 31st March, 2024	119	461726

Voting rights on these 4,61,726 shares shall remain frozen till the rightful owner of such shares claims the shares. Shareholders may get in touch with the Company/RTA for any further information in this matter.

STATUTORY INFORMATION AND OTHER DISCLOSURES

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo pursuant to Section 134(3) (m) of the Act, read with the Rule 8(3) of the Companies (Accounts) Rules, 2014 is attached as Annexure “C” and forms an integral part of this Report.

The Disclosure required under Section 197(12) of the Act read with the Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is attached as Annexure “''D” and forms an integral part of this Report.

A statement comprising the names of top 10 employees in terms of remuneration drawn and every persons employed throughout the year, who were in receipt of remuneration in terms of Rule 5(2) of the Companies (Appointment and Remuneration of

Managerial Personnel) Rules, 2014 is attached as Annexure “D” and forms an integral part of this report.

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the that drawn by the Managing Director or Whole Time Director or Manager.

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

REPORT ON PERFORMANCE OF SUBSIDIARIES, JOINT VENTURE AND ASSOCIATE

We would like to inform that your Company is not having any subsidiary, joint venture or associate company as on March 31, 2024.

CAUTIONARY STATEMENT

Statements in the Board''s Report and the Management Discussion & Analysis Report describing the Company''s objectives, expectations or forecasts may be forward looking within the meaning of applicable laws and regulations. Actual results may differ from those expressed in the statements.

THE DETAILS OF APPLICATION MADE OR ANY PROCEEDING PENDING UNDER THE INSOLVENCY AND BANKRUPTCY CODE, 2016 (31 OF 2016) DURING THE YEAR ALONGWITH THEIR STATUS AS AT THE END OF THE FINANCIAL YEAR

During the year under review, there is no application made or any proceeding pending under the Insolvency and Bankruptcy Code, 2016

MATERIAL CHANGES BETWEEN THE PERIOD FROM END OF FINANCIAL YEAR TO THE DATE OF REPORT OF THE BOARD:

There are no material changes between the period from end of financial year to the date of the report of the Board.

THE DETAILS OF DIFFERENCE BETWEEN AMOUNT OF THE VALUATION DONE AT THE TIME OF ONE TIME SETTLEMENT AND THE VALUATION DONE WHILE TAKING LOAN FROM THE BANKS OR FINANCIAL INSTITUTIONS ALONG WITH THE REASONS THEREOF

During the year under review, No one time settlement was taken place. Hence, the disclosure is not applicable.

ACKNOWLEDGEMENT

Your Directors wish to place on record their appreciation, for the contribution made by the employees at all levels but for whose hard work, and support, your Company''s achievements would not have been possible. Your Directors also wish to thank its customers, dealers, agents, suppliers, investors and bankers for their continued support and faith reposed in the Company.

---

Mar 31, 2018

Dear Members,

The Board of Directors hereby submit the Report of Business and Operation of the Company along with audited financial statements for the financial year ended 31st March, 2018.

Results of Operation and state of Affairs

(Rs. In Lakh)

Particulars	standalone		Consolidated
	2017-18	2016-17	2017-18	2016-17
Revenue from operation	23911.21	23506.67	31410.97	30762.88
Profit before Finance Cost & Depreciation	3573.53	4029.18	5271.79	5970.44
less: Finance Cost	818.47	930.05	1067.26	1198.80
less: Depreciation	594.88	542.68	1565.78	1666.96
Profit before Taxation & Exceptional Item	2160.18	2556.45	2638.75	3104.68
less: tax	712.63	752.31	712.63	752.31
Profit After Tax	1447.55	1804.14	1926.12	2352.37
other Comprehensive income net of tax	(12.55)	183.19	(2.55)	125.60
Total Comprehensive Income for the year	1435.00	1987.33	1923.57	2477.97
EPS (Basic and Diluted)	1.75	2.18	2.32	2..84

Note: The above figures are extracted from the audited standalone and consolidated financial statements prepared as per India Accounting Standard (Ind AS). For the purpose of transition of Ind AS, the Company has followed the guidelines prescribed in Ind AS-101 “First time adoption of indian accounting Standard” with effect from April, 2016.

PERFORMANCE - STANDALONE

Total revenue from operation was Rs. 23911.21 Lakhs for FY 201718 as compared to Rs. 23506.67 Lakhs in FY 2016- 17, an increase of 1.72%. EBITDA stood at Rs. 3573.53 Lakhs as compared to Rs. 4029.18 Lakhs during FY 2016-17, a decrease of 11.31%. Total Profit after Tax stood at Rs. 1447.55 Lakhs for FY 2017-18 as compared to Rs. 1804.14 Lakhs for FY 2016-17, a decrease of 19.77%

PERFORMANCE- CONSOLIDATED

total revenue from operation was Rs. 31410.97 Lakhs for FY 2017-18 as compared to Rs. 30762.88 Lakhs in FY 2016-17, an increase of 2.11%. EBITDA stood at Rs. 5271.79 as compared to Rs. 5970.44 during FY 2016-17, a decrease of 11.70%. Total Profit after tax stood at Rs. 1926.12 Lakhs for FY 2017-18 as compared to Rs. 2352.31 Lakhs for FY 2016-17, a decrease of 18.12%.

WIND POWER PROJECT

The Company continues to operate at its installed 3.625 MW capacity Wind Power Plant comprising of 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of maharashtra supplying to Electricity Boards.

DIVIDEND

The Board, in its meeting held on 26th may, 2018 has recommend a final dividend of Re.0. 30 (equivalent to 30%) per equity share for the financial year 2017-18. The proposal is subject to the approval of shareholders at ensuing annual General meeting to be held on Monday, 24th September, 2018. The total outflow as dividend declared (excluding dividend tax) is Rs. 248.56 Lacs. (Previous Year outflow was Rs. 248.56 Lakhs)

TRANFER TO REsERVEs

we proposed to transfer Rs. 200.00 Lacs to the General Reserve account. an amount of Rs. 10471.22 Lacs is proposed to be retained in the retaining Earnings.

PARTICULAR OF LOAN, GUARANTEE AND INVEsTEMENT

During the year, the Company has provided loans and Corporate Guarantee to its Subsidiaries for business purpose. please refer Note No. 6(A)(2), Not No. 32 and Not No. 30 (C) of the standalone financial statements for Investments made, Loans given to and Corporate Guarantee given for the subsidiaries.

For details of loans given to other parties please refer Note No 39 of standalone financial statements’

FIXED DEPOsIT

we have not accepted any deposit and, as such, no amount of principle or interest was outstanding as of the Balance Sheet date.

BONUs sHAREs/sHAREs WITH DIFFERENTIAL VOTING

right/stock option

the Company has neither issued any Bonus Share or Shares with differential voting rights nor granted any stock options/sweat equity shares, during the year under review.

MATERIAL CHANGE AFFECTING THE COMPANY

there has been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company

CHANGE OF NAME

The Directors had proposed to change the name of the Company from “ASSOCIATED STONE INDUSTRIES (KOTAH) LIMITED” to “ASI INDUSTRIES LIMITED”. Subsequently, the company had accorded the approval of the Members of the company through Postal Ballot, and the result of the same was declared on 9th February 2018. Registrar of Companies, mumbai had given its approval and certificate of change of name was issued and the same is effected from 16th February 2018. Also, all the regulatory authorities including SEBI, BSE CDSL & NSDL were intimated about the change of Name of the Company.

PARTICULAR OF CONTRACT OR ARRANGEMENT WITH RELATED PARTY

All contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm’s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company presents a detailed landscape of all related party transactions before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Further, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

Since all related party transactions entered into by the Company were in ordinary course of business and were on arm’s length basis, Form AoC-2 is not applicable to the Company.

the policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company’s website at www.asigroup.co.in.

Your Directors draw attention of the members to Note No. 32 of the standalone financial statements which sets out related party disclosures.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and management Discussion and analysis report, which form an integral part of this report together with the Certificate from Auditors of the Company regarding compliances with the requirements of Corporate Governance as stipulated in aforementioned regulations.

PERFORMANCE AND FINANCIAL STATEMENTS OF SUBSIDIARIES

In accordance with the provisions of the Companies Act, 2013 and Ind As 110 the Company has prepared the consolidated financial statement. The audited consolidated financial statement is provided in the Annual report the Company has foreign subsidiaries viz: ASI Global Limited, Mauritius and Al Rawasi Rock & Aggregate LLC, Fujairah, UAE.

Your directors draw attention of the members to the Note No. 44 of Consolidated Financial Statements which set out salient features of Financial Statement of Subsidiary Companies.

DIRECTORS’ RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, your Directors subscribe to the “Directors’ responsibility Statement” and the Board of Directors of the Company confirm that:

- in the preparation of the annual accounts for the year ended 31st march, 2018, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2018 and of the profit or loss of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared annual accounts on a ‘going concern’ basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Company’s CSR policy in respect of Corporate Social responsibility activity, a separate report on CSR activities is attached as Annexure “A” to this report. the CSR policy has been posted on the website of the Company at www.asigroup.co.in also refer Note No. 28(b) notes to accounts of standalone financial statement for cSr Expenditure.

RISK management

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the management Discussion and analysis which forms part of this report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company’s policies, the safeguard of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Number of Meetings of Board

The Board met seven times during the financial year. The meeting details are provided under Corporate Governance Report that forms part of this Annual report. the maximum gap between two board meetings did not exceed 120 days as prescribed under the Companies Act, 2013.

Policy of Directors’ Appointment and Remuneration

the current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board. As of 31st March, 2018, the Board had 6 members three of whom were executive or whole time and managing director and three were independent director.

the policy of the Company on director’s appointment and remuneration, including, the criteria for determining qualification, positive attributes and other matters as required under subsection 3 of section 178 of the Companies Act, 2013 is available on Company’s website at www.asigroup.co.in.

There has been no change in the policy. We affirm that remuneration paid to the directors is as per the terms laid out in the Nomination and remuneration policy of the Company.

Directors

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Tushya Jatia (DIN:02228722) is liable retires by rotation at the forth coming annual General Meeting and being eligible, has offered himself for re-appointment. the Board recommends his re-appointment. The brief profile of retiring director is given in the notice calling the annual General meeting.

Statement on declaration given by Independent Directors

the independent directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence provided in section 149 (6) of the Companies Act, 2013 and Regulation 25 of the SEBI (Listing Obligations and Disclosure Requirements) Regulation, 2015.

Board Evaluation

the Company has devised a policy for performance evaluation of the Board, Committee and other individual directors (including independent directors) which include criteria for performance evaluation of Executive and nonexecutive Directors. the evaluation process inter alia considers the attendance of directors at the Board and committees meeting, effective participation, domain knowledge, compliance with code of conduct, vision and strategy.

the Board carried out annual performance evaluation of the Board, Committees, Individual Directors and the Chairperson.

the Chairman of the respective Committees shared the report on evaluation with the respective committee members. the performance of each committee was evaluated by the Board, based on the report on evaluation received from the respective committee.

the report on performance evaluation of the individual directors was reviewed by the Chairman of the Board and feedback was given to directors.

Appointment/ Cessation of KMP

During the year under review, no person were appointed/ceased as Key Managerial Personnel (KMP) of the Company:

AUDIT REPORTS AND AUDITORS

Audit Reports

The notes on financial statements referred to in the Auditors’ report are self-explanatory and do not call for any further comments. the auditors’ report does not contain any qualification, reservation, adverse remark or disclaimer.

The Secretarial Auditors’ Report for the financial year 2017-18 not contain any qualification, reservation and adverse remark. the Secretarial auditors’ report is enclosed as Annexure “B” of the Board’s report of this annual report.

As required by the Listing Regulations, the auditors’ certificate on corporate governance is enclosed in this annual report. the auditors’ certificates for the financial year 2017-18 not contain any qualification, reservation and adverse remark.

AUDITORS

Statutory Auditors

M/s. S.C.Bandi & Co., Chartered Accountants was appointed as Statutory Auditors of the Company, for a term of 5 (five) consecutive years at the annual General meeting of the Company held on 22nd September, 2017. He has confirmed that he is not disqualified from continuing as Auditor of the Company.

Secretarial Auditor

As required under Section 204 of the Companies Act, 2013 read with Companies (appointment and remuneration of managerial Personnel) Rules, 2014, the Board has appointed M/s. GMJ & associates, Company Secretaries, as Secretarial auditor of the Company in relation to the financial year 2018-19. The Company has received their consent for such appointment.

Cost Auditors

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records. Accordingly, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice was appointed to undertake the cost audit for the financial year ended 31st march, 2018. the Company has maintained cost record as specified by the Central Govt. under sub-section (1) of section 148 of the Company Act 2013.

Further, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. N.D. Birla & Co., a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year ended 31st March, 2019.

DIsCLOsUREs

Audit Committee

the audit Committee comprises of independent directors namely Mr. Gaurang Gandhi, Chairman, Mr. anshul M. Sonawala and Mr. Sanjay Seksaria as members. All the recommendations made by the audit Committee were accepted by the Board. the terms of reference of audit committee and other details are explained in brief in Corporate Governance report.

Nomination and Remuneration Committee and its policy

the Nomination and remuneration Committee comprises of independent directors namely Mr. Sanjay Seksaria, Chairman, Mr. Gaurang Gandhi and Mr. anshul M. Sonawala as members. the Nomination and remuneration policy has been posted on the website of the Company at www.asigroup.co.in.

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirements of Section 177 of the Companies Act, 2013, the Company has a Whistle Blower policy to report genuine concern, grievances, fraud and mismanagements, if any. the policy has been posted on the website of the Company at www.asigroup.co.in.

Extract of Annual Return

The extract of the Annual Return in Form No. MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure “C” to this report.

Investors Education and Protection Fund (IEPF)

pursuant to the applicable provisions of the Companies act, 2013, read with IEPF Authority (Accounting, Audit, Transfer and Refund) Rules, 2016, all unpaid and unclaimed dividends are required to be transferred by the Company to IEPF established by the Central Government, after the completion of seven years. Further, according to the rules, the shares in respect of 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 created by the IEpF authority, accordingly the Company has transferred unclaimed and unpaid dividend. Further, the corresponding shares were also transferred to the IEPF Authority as per the requirements of IEPF Rules, details of which are provided on Company’s website at www.asigroup. co.in.

Significant and material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or tribunals which impact the going concern status and Company’s operations in future.

Sexual Harassment

Your Company has constituted an Internal Complaint Committee as required under Section 4 of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

there were no incidences of sexual harassment reported during the year under review.

Depository services

The Company’s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited and the Central Depository Services (India) Limited. The Company has been allotted ISIN No. INE443A01030.

The Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository participants with whom they have their Demat accounts for getting their holdings in electronic form.

Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo

As per provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement in respect of Conservation of Energy, technology absorption and Foreign Exchange Earning and outgo is attached as Annexure “D” to this report.

Particulars of Employees

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the limits prescribed therein.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure “E” to this report. the remuneration policy has been posted on the website of the Company at www.asigroup.co.in.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all Stakeholders, Clients, Financial Institutions, Banks, Central and State Governments, the Company’s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Deepak Jatia

Place: Mumbai Chairman & Managing Director

Date: 26th May, 2018 DIN: 01068689

---

Mar 31, 2016

To

The Members,

Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 70^th Annual Report together with the Audited Financial Statements of the Company for the year ended 31^st March, 2016:

FINANCIAL RESULTS

(Rs. in Lacs)

	2015-16	2014-15
Total Revenue	17966.92	21543.14
Profit before Finance Cost & Depreciation	3903.70	4352.37
Less : Finance Cost	1186.16	822.61
Depreciation	532.37	643.41
Profit before Taxation & Exceptional Item	2185.17	2886.35
Add: Exceptional Item	127.90	257.10
Provision for Taxation	2313.07	3143.45
Current Tax	(885.00)	(1070.00)
Deferred Tax	6.55	(93.10)
Earlier Years Adjustments	(0.72)	(138.40)
Profit After Tax	1433.90	1841.95
Add: Balance in Statement of Profit & Loss	7056.26	5703.58
Profit available for Appropriation	8490.16	7545.53
Appropriation
Adjustment relating to Fixed Assets	-	50.66
Transfer to General Reserve	200.00	200.00
Proposed Dividend	198.85	198.85
Tax on Dividend	40.48	39.76
Closing Balance	8050.83	7056.26
	8490.16	7545.53

DIVIDEND

Your Directors are pleased to recommend a dividend of Re.0.30 (equivalent to 30%) per equity share of the face value of Re.1/-each [previous year Rs.1.50 (equivalent to 30%) per equity share of the face value of Rs. 5/- each]. The dividend payout is subject to approval of the members at the ensuing Annual General Meeting.

RESERVES

Your Directors propose to transfer Rs. 200.00 Lacs to the General Reserve Account. An amount of Rs. 8050.83 Lacs is proposed to be retained in the Statement of Profit & Loss.

PERFORMANCE

For the year under review, the production of Kotah Stone was 1207.40 Lacs sq. ft. as against 1172.77 Lacs sq. ft. in the previous year and sales were 1212.95 Lacs sq. ft. as against 1201.24 Lacs sq. ft. in the previous year.

During the year under review, the Company has registered total revenue from operations of Rs. 17201.30 Lacs as against that of previous year Rs. 20878.29 Lacs and Gross Profit of Rs. 3903.70 Lacs (previous year Rs. 4352.37 Lacs). This included revenue from the trading activity which during the year under review was Rs. 4911.78 Lacs as against Rs. 9158.71 Lacs in the previous year.

The profit before taxation during the year under review was Rs. 2313.07 Lacs as compared to Rs. 3143.45 Lacs during the previous year.

There are no material changes/commitments affecting financial position of the Company between the end of year and to the date of Report.

WIND POWER PROJECT

As a part of its efforts to augment “Green Power”, the Company continues to operate at its installed 3.625 MW capacity Wind Power Plant comprising of 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of Maharashtra supplying to Electricity Boards. The Company has sold Wind Power Unit of 1.125 mW at Tirupur District of Tamil Nadu in November, 2015.

The Wind Power generations basically depends on flow of winds and due to unpredictable climatic conditions generation of power varies from time to time. The generation during the year under review was lower as compared to previous year on account of low wind throughout the year.

SHARE CAPITAL OF THE COMPANY

The paid up Equity Share Capital, as at 31^st March, 2016 was Rs. 6,62,83,730/- consisting of 6,62,83,730 Equity Shares having face value of Re.1/- each fully paid up. During the year under review, the Equity shares having face value of Rs. 5/- each were sub divided into Re.1/- each and the Company has neither issued any share with differential voting rights nor granted any stock options/sweat equity shares.

CHANGE IN THE NATURE OF BUSINESS

The Company is mainly engaged in Mining and Processing of Kotah and other natural Stones. Apart from Mining, Company is also engaged in generation of Wind Power and other trading activities.

During the year under review, there is no change in the nature of business of the Company.

PERFORMANCE AND FINANCIAL STATEMENTS OF SUBSIDIARIES

As required under Regulation 33 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 129 of the Companies Act, 2013, the Consolidated Financial Statements prepared by the Company in accordance with the applicable provisions of the Companies Act, 2013 and applicable accounting standards, form part of the Annual Report.

The Company has an overseas wholly owned subsidiary in the name of ASI Global Limited, Mauritius which was set up in the year 2014 to acquire lime stone mine/crusher Company viz: Al Rawasi Rock & Aggregate LLC in Fujairah UAE.

Your directors draw attention of the members to the Note No.33 to the Consolidated Financial Statements which set out salient features of Financial Statement of Subsidiary Companies.

DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 134(5) of the Companies Act, 2013, your Directors subscribe to the “Directors Responsibility Statement” and the Board of Directors of the Company confirm that:

- in the preparation of the annual accounts for the year ended 31^st March, 2016, the applicable accounting standards have been followed along with proper explanation relating to material departures;

- the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31^st March, 2016 and of the profit or loss of the Company for the year ended on that date;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared annual accounts on a ''going concern'' basis;

- the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

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

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION AND ANALYSIS REPORTS

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (erstwhile Listing Agreement).

In terms of Regulation 34 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Corporate Governance and Management Discussion and Analysis Report, which form an integral part of this Report together with the Certificate from Auditors of the Company regarding compliances with the requirements of Corporate Governance as stipulated in aforementioned Regulations.

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provision of Section 135 read with Schedule VII of the Companies Act, 2013 along with the Companies (Corporate Social Responsibility Policy) Rules, 2014 and any other statutory amendment or modification thereof and the Company''s CSR Policy in respect of Corporate Social Responsibility activity, a separate Report on CSR activities is attached as Annexure “A” to this Report. The CSR Policy has been posted on the website of the Company at www.asistone.com.

The Company has made a budget of Rs. 51.50 Lacs (including short fall of Rs. 7.57 Lacs of previous year). During the year under review, CSR expenditure was short by Rs. 6.49 Lacs mainly on account of pending of certain proposals.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks and incorporates risk management plans in its strategy, business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

During the year under review, your Company has constituted a Risk Management Committee to oversee the risk management efforts of the Company. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Company''s policies, the safeguard of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of accounting records and timely preparation of reliable financial disclosures.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Number of Meetings of Board

Five meetings of the Board of Directors were held during the year under review. For further details, please refer the Corporate Governance Report.

Directors

During the year under review, Mrs. Anita Jatia was appointed as Whole Time Director and same was approved by the shareholders at the 69^th Annual General Meeting held on 25^th September, 2015 and Mr. Tushya Jatia was re-designated from Whole Time Director to Non-Executive Non Independent Director at the same meeting.

In accordance with the provisions of Section 152(6)(c) of the Companies Act, 2013 and Articles of Association of the Company, Mr. Tushya Jatia (DIN: 02228722), Director retires by rotation at the forth coming Annual General Meeting and being eligible, has offered himself for reappointment. The Board recommends his re-appointment. The brief profile of retiring director is given in the notice calling the Annual General Meeting.

The Board of Directors on recommendation of the Nomination and Remuneration Committee, has reappointed Mr. Deepak Jatia as Managing Director of the Company for a period of five years w.e.f. 1^st September, 2016 subject to the approval of the members in the ensuing Annual General Meeting.

Mr. Pramod G. Lath, Independent Director, has resigned from the Directorship w.e.f. 4^th July, 2016 and Mr. Gaurang M. Gandhi has been appointed as Independent Director w.e.f. 4^th July, 2016.

Statement on declaration given by Independent Directors

The Independent directors have submitted the declaration of independence, as required pursuant to Section 149 (7) of the Companies Act, 2013 confirming that they meet the criteria of independence provided in sub- section (6) so as to qualify themselves to be appointed/continued as Independent directors.

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, a structured questionnaire was prepared after taking into consideration, various aspects of the Board''s functioning, composition of the Boards and its Committees, culture, execution and performance of specific duties and obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and Non-Independent Directors was carried by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Appointment/ Cessation of KMP

During the year under review, the following persons were appointed/ceased as Key Managerial Personnel (KMP) of the Company:-

Sr. No	Name of the Person	Designation
1.	Mrs. Anita Jatia	Appointed as Whole Time Director
2.	Mr. Tushya Jatia	Ceased from the office of Whole Time Director
3.	Mr. Uttam Shetty	Ceased from the office of Company Secretary of the Company

AUDITORS AND AUDITOR''S REPORT Statutory Auditors

M/s. B.L. Ajmera & Co., Chartered Accountants having Firm Registration Number (001100C), the Statutory Auditors of the Company, hold office till the conclusion of the forthcoming Annual General Meeting and are eligible for re-appointment.

Your Company has received a confirmation letter from M/s. B.L. Ajmera & Co., to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for reappointment.

M/s. B.L. Ajmera & Co., have issued Auditors'' Report for the financial year ended 31^st March, 2016 and the notes on financial statements referred to in the said Auditors'' Report are self-explanatory and do not call for any further comments. The

Auditors'' Report does not contain any qualification, reservation or adverse remark.

During the year under review, the Auditors have not reported any matter under Section 143(12) of the Companies Act, 2013.

Secretarial Audit

Pursuant to Section 204 of the Companies Act, 2013 read with Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. GMJ & Associates, Company Secretaries, had been appointed as the Secretarial Auditor for conducting the secretarial audit for the financial year 2015-16. The Secretarial Audit Report is attached as Annexure “B” to this Report and forms an integral part of this Report. There was no qualification, reservation and adverse remark in their Report.

Further, on the recommendation of Audit Committee, the Board of Directors have appointed M/s. GMJ & Associates, Company Secretaries, as Secretarial Auditor of the Company in relation to the financial year 2016-17. The Company has received their consent for such appointment.

Cost Audit

As per the requirement of the Central Government and pursuant to Section 148 of the Companies Act, 2013 read with Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, your Company has been carrying out audit of cost records. Accordingly, M/s. N.D. Birla & Co., a firm of Cost Accountants in practice was appointed to undertake the Cost audit for the financial year ended 31^st March, 2016.

Further, the Board of Directors, on the recommendation of the Audit Committee, have appointed M/s. N.D. Birla & Co., a firm of Cost Accountants to undertake the audit of cost records of the Company for the financial year 31^st March, 2017.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm''s length basis and do not attract the provisions of Section 188 of the Companies Act, 2013. The Company presents a detailed landscape of all related party transactions before the Audit Committee on quarterly basis, specifying the nature, value and terms and conditions of the transaction. Transactions with related parties are conducted in a transparent manner with the interest of the Company and Stakeholders as utmost priority. Further, during the year, the Company had not entered into any contract/ arrangement/ transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transactions.

Since all related party transactions entered into by the Company were in ordinary course of business and were on arms'' length basis, Form AOC-2 is not applicable to the Company.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company''s website at www.asistone.com.

Your Directors draw attention of the members to Note No. 37 to the financial statements which sets out related party disclosures.

DISCLOSURES Audit Committee

The Audit Committee comprises of Independent Directors namely Mr. Pramod G. Lath, the Chairman, Mr. Anshul M. Sonawala and Mr. Sanjay Seksaria as other members. All the recommendations made by the Audit Committee were accepted by the Board. The terms of reference of audit committee and other details are explained in brief in Corporate Governance Report.

Nomination and Remuneration Committee and its policy

The Nomination and Remuneration Committee comprises of Independent Directors namely Mr. Sanjay Seksaria, the Chairman, Mr. Pramod G. Lath and Mr. Anshul M. Sonawala as members of the Committee. The Nomination and Remuneration policy has been posted on the website of the Company at www.asistone.com.

Whistle Blower Policy/Vigil Mechanism

In compliance with the requirements of Section 177 of Companies Act, 2013, the Company has a Whistle Blower Policy to report genuine concern, grievances, fraud and mismanagements, if any. The policy has been posted on the website of the Company at www.asistone.com.

Particulars of Loans, Guarantees or Investment by the Company

During the year, the Company has provided Loans and Corporate Guarantee to its Subsidiaries for business purpose. Please refer Note No. 10(b) for the Investment in subsidiaries, Note No. 11 for Loans and Advances and Note No. 25(1)(b)(ii) for Corporate Guarantee of the financial statements.

Details of loans given to other parties, during the year under review, are attached as Annexure “C” to this Report.

Extract of Annual Return

The extract of the Annual Return in Form No. MGT-9 as required under Section 134(3)(a) of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is attached as Annexure “D” to this Report.

Significant and material orders passed by the Regulators or Courts or Tribunals

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and company''s operations in future.

Sexual Harassment

Your Company has constituted an Internal Complaint Committee as required under Section 4 of Sexual Harassment of Woman at Workplace (Prevention, Prohibition and Redressal) Act, 2013. There were no incidences of sexual harassment reported during the year under review.

Depository Services

The Company''s Equity Shares have been admitted to the depository mechanism of the National Securities Depository Limited (NSDL) and the Central Depository Services (India) Limited (CDSL). The Company has been allotted ISIN No. INE443A01030.

The Shareholders therefore are requested to take full benefit of the same and lodge their holdings with Depository Participants (DPs) with whom they have their Demat Accounts for getting their holdings in electronic form.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo

As per provisions of Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of Companies (Accounts) Rules, 2014, a statement in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is attached as Annexure “E” to this Report.

Particulars of Employees

In terms of Section 197(12) of the Companies Act, 2013 read with Rule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the statement showing the name of the employees drawing remuneration in excess of the limit specified in the Rules are not applicable on the Company as during the period, no employee of the Company was drawing salary in excess of the limits prescribed therein.

The information required pursuant to Section 197 read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is attached as Annexure “F” to this report.

Your directors draw attention of the members to the Note No.37 to the financial statements which set out disclosure of remuneration to the Managing Director and Executive Director. The Remuneration policy has been posted on the website of the Company at www.asistone.com.

Public Deposit

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

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Deepak Jatia

Place: Mumbai. Chairman & Managing Director

Date: 28^th May, 2016 DIN: 01068689

---

Mar 31, 2015

The Members,

Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 69th Annual Report together with the Audited Financial Statements of the Company for the year ended 31st March, 2015:

FINANCIAL RESULTS (Rs. in lacs) 2014-15 2013-14

Total Revenue 21543.14 13347.22

Profit before Finance Cost & Depreciation 4352.37 2922.99

Less : Finance 822.61 578.25

Depreciation 643.41 791.30

Profit before Taxation & Exceptional Item 2886.35 1553.44

Add: Exceptional Item 257.10 --

3143.45 1553.44

Provision for Taxation

Current Tax (1070.00) (596.00)

Deferred (93.10) 49.84

Earlier Years Adjustment (138.40) --

Profit After 1841.95 1007.28

Add: Balance in Statement of Profit & Loss 5703.58 5040.17

Profit available for Appropriation 7545.53 6047.45

Appropriation

Adjustment relating to Fixed Assets 50.66 --

Transfer to General Reserve 200.00 150.00

Proposed Dividend 198.85 165.71

Tax on Dividend 39.76 28.16

Closing Balance 7056.26 5703.58

7545.53 6047.45

DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.50 (equivalent to 30%) per equity share (previous year Rs. 1.25 i.e equivalent to 25%) of the face value of Rs. 5/- each.

RESERVES

Your Directors propose to transfer Rs. 200.00 lacs to the General Reserve Account. An amount of Rs 7056.26 lacs is proposed to be retained in the Statement of Profit & Loss.

PERFORMANCE

For the year under review, the production of Kotah Stone was 1172.77 lacs sq.ft. as against 1205.76 lacs sq. ft. in the previous year and sales were 1201.24 lacs sq.ft. as against 1262.93 lacs sq. ft. in the previous year.

During the year under review, the Company has registered total revenue from operations of Rs. 20878.29 lacs (previous year Rs. 13073.62 lacs) and Gross Profit of Rs. 4352.37 lacs (previous year Rs. 2922.99 lacs). This included revenue from the trading activity which during the year under review was Rs. 9158.71 lacs as against Rs. 2034.28 lacs in the previous year.

The profit before taxation during the year under review was Rs. 3143.45 lacs as compared to Rs. 1553.44 lacs during the previous year.

WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company continues to operate at its installed 4.75 MW capacity Wind Power plant comprising of 1.125 MW capacity at Tiruppur District of Tamil Nadu, 1.125 MW capacity at Gadag District of Karnataka and 2.50 MW capacity at Satara District of Maharashtra supplying to Electricity Boards.

The Wind Power generations basically depends on flow of winds and due to unpredictable climatic conditions generation of power varies from time to time. The generation during the year under review was lower as compared to previous year on account of low wind throughout the year.

SUBSIDIARY COMPANY

During the year under review the Company has set up an overseas wholly owned subsidiary in the name of ASI Global Limited, in Mauritius to acquire lime stone mine/crusher Company Viz: Al Rawasi Rock & Aggregate LLC in Fujairah UAE. The Company along with ASI Global Limited has acquired the said Company.

Your directors draw attention to the members to the Note No. 45 to the consolidated financial statement which set out salient features of Financial Statement of Subsidiary Companies pursuant to provisions of Section 129 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014.

CONSOLIDATED FINANCIAL STATEMENTS

Consolidated Financial Statements have been prepared by the Company's Management in accordance with the requirements of Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India and as per the provisions of the Companies Act, 2013. The Audited Consolidated Financial Statement is provided in the Annual report.

DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 134 of the Companies Act, 2013, your Directors subscribe to the "Directors Responsibility Statement" and the Board of Directors of the Company confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance

with the provisions of the Companies Act, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the Directors have prepared annual accounts on a going concern basis;

- the Directors have laid down internal financial control to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and

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

CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is attached as a part of the Annual Report along with Auditors' Certificate on its compliance.

RELATED PARTY TRANSACTIONS

All contracts/ arrangements/ transactions entered by the Company during the year under review with related parties were in the ordinary course of business and on an arm's length basis. During the year, the Company had not entered into any contract / arrangement / transaction with related parties which could be considered material in accordance with the policy of the Company on materiality of related party transaction.

The policy on materiality of related party transactions and dealing with related party transactions as approved by the Board may be accessed on the Company's website. (www.asistone.com)

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

CORPORATE SOCIAL RESPONSIBILITY (CSR)

As per provisions of Section 135 read with Schedule VII of the Companies Act, 2013, the Companies (Corporate Social Responsibility Policy) Rules, 2014 and Company's CSR Policy in respect of Corporate Social Responsibility activity, a separate statement is attached as Annexure "A" to this Report.

The Company has made a budget of Rs 37.00 lacs as against requirement of Rs. 32.57 lacs. During the year under review, CSR expenditure was short by Rs. 7.57 lacs i.e mainly on account of pending of proposal for transfer of bus having WDV of Rs. 9.25 lacs to the Government College which has been running for providing transport facility to Girls Student of Government College. The matter is still under consideration of Education Department, Rajasthan.

RISK MANAGEMENT

Your Company recognizes that risk is an integral part of business and is committed to managing the risks in a proactive and efficient manner. Your Company periodically assesses risks in the internal and external environment, along with the cost of treating risks

and incorporates risk treatments plans in its strategy , business and operational plans.

Your Company, through its risk management process, strive to contain impact and likelihood of the risks within the risk appetite as agreed from time to time with the Board of Directors.

As per requirements of Clause 49 of the Listing Agreement , your Company has constituted a Risk Management Committee to oversee the risk management efforts of the Company under the Chairmanship of Shri. Pramod G. Lath, Independent Director. The details of the Committee along with its charter are set out in the Corporate Governance Report forming part of this Report.

During the year under review, the Board of Directors have approved the Risk Management Policy as recommended by the Risk Management Committee.

There are no risks which in the opinion of the Board threaten the existence of your Company. However, some of the risks which may pose challenges are set out in the Management Discussion and Analysis which forms part of this Report.

INTERNAL CONTROL SYSTEM AND ITS ADEQUACY

Your Company has an effective internal control and risk mitigation system, which are constantly assessed and strengthened with new/revise standard operating procedure. The Company's internal control system commensurate with its size, scale and complexities of its operations.

DIRECTORS AND KEY MANAGERIAL PERSONNEL Number of Meeting of Board

Four meetings of the Board of Directors were held during the year under review. For further details please refer the Corporate Governance Report.

Directors

During the year under review, Shri. Padam Kumar Poddar resigned from the Directorship w.e.f 05.08.2014. The Board has placed on record its appreciation for the services rendered by Shri. Padam Kumar Poddar during his tenure as a Director.

The Board of Directors at their meeting held on 05th August, 2014 appointed Smt. Anita Jatia as woman director of the Company.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and Company's Articles of Association, Smt. Anita Jatia, Director retires by rotation at the forth coming Annual General Meeting and being eligible, offers herself for reappointment.

During the year under review, the Company has appointed Shri. Sanjay Seksaria, Shri. Pramod G. Lath and Shri. Anshul M. Sonawala as independent directors of the Company w.e.f 5th August, 2014 for a period of 5 consecutive years ending on 31st March, 2019.

Statement on declaration given by Independent Directors

The Independent directors have submitted the declaration of independence, as required pursuant Section 1 49(7) of the Companies Act, 2013 stating that they meet the criteria of independence provided in sub- section(6).

Board Evaluation

Pursuant to the provisions of the Companies Act, 2013, and Clause 49 of the Listing Agreement, a structured questionnaire was prepared after taking into consideration of the various aspect of the Board's functioning, composition of the Boards and its Committees, culture, execution and performance of specific duties and obligation and governance.

The performance evaluation of the Independent Directors was completed. The performance evaluation of the Chairman and non Independent Directors was carried by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Appointment of KMP

During the year under review, the Company has appointed following persons as Key Managerial Personnel of the Company.

Sr. Name of the Person Designation No

1. Shri. Deepak Jatia Chairman & Managing Director

2. Shri. Shivratan R. Soni Chief Executive Officer

3. Shri. Uttam Shetty Company Secretary

4. Shri. Pavan Kumar Soni Chief Financial Officer

AUDITORS AND AUDITOR'S REPORT Statutory Auditors

M/s. B.L. Ajmera & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual General Meeting and are eligible for re- appointment.

M/s. B.L. Ajmera & Co., have issued Auditors Report for the financial year ended 31st March, 2015 and there is no qualifications in Auditors Report.

The Company has received letter from M/s. B.L. Ajmera & Co., to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

Secretarial Audit

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. GMJ & Associates, a firm of Company Secretaries in Practice to undertake the Secretarial Audit of the Company. The Secretarial Audit Report is included as Annexure "B" and forms an integral part of this Report.

There are no secretarial audit qualifications for the year under review.

Cost Audit

Pursuant to the provisions of Section 141(3) of the Companies Act, 2013 and rules made thereunder, the Company has appointed M/s. N.D. Birla & Co, a firm of Cost Accountants in Practice to undertake the Cost Audit of Cost Accounting records of the Company for the financial year ended 31st March, 2015.

DISCLOSURES Audit Committee

The Audit Committee comprises of Independent Directors namely Shri. Pramod G. Lath (Chairman), Shri. Anshul M. Sonawala and Shri. Sanjay Seksaria as other members. All the recommendations made by the Audit Committee were accepted by the Board.

Nomination and Remuneration Committee and its policy

Nomination and Remuneration Committee consists of following directors namely Shri. Sanjay Seksaria, Chairman and Shri. Pramod G. Lath and Shri. Anshul M. Sonawala as members of the Committee. Details of the policy and meeting held are given in Corporate Governance Report.

Whistle Blower Policy/Vigil Mechanism

The Company has a Whistle Blower Policy to report genuine concern and grievances. The policy has been posted on the web site of the Company.

Particulars of Loans, Guarantee or Investment by the Company

During the year under review the Company has not provided any guarantee or security to any party. Particulars of loans given, investment made along with purpose for which loan or investment made are provided in the financial statement (please refer Note No.10 (b), 16 and 40 to the financial statement).

Extract of Annual return

The extract of the Annual Return in Form No. MGT-9 as required under Section 92 of the Companies Act, 2013 is attached as Annexure "C" to this Report.

Conservation of Energy, Technology absorption and Foreign Exchange Earning and Outgo

As per provisions of Section 134 of the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 statement in respect of Conservation of Energy, Technology Absorption and Foreign Exchange Earning and Outgo is attached as Annexure" D" to this Report.

Employees/Managerial Remuneration related disclosures

The Company had no employees during the financial year under review or part thereof having receipt of remuneration not less than Rs 5.00 lacs per month.

Your directors draw attention to the members to the Note No. 40 to the financial statement which set out disclosure of remuneration to the Managing Director and Executive Director.

GENERAL

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

Public Deposit

Details relating to deposits covered under Chapter V of the Companies Act, 2013.

The Company has discontinued acceptance/renewal of fixed deposits from the public with effect from 1st April, 2014 and all amount outstanding as on 31st March, 2014 were repaid during the year under review and unclaimed amount as on 31st March, 2015, if any, has been transferred to unclaimed deposit account.

Share Capital

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

ESOS/Sweat Equity

Issue of shares (including sweat equity shares) to employees of the Company under any scheme.

Significant and material orders passed by the Regulators or Court

No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future.

Your Directors further state that during the year under review, there were no cases filed pursuant to Sexual Harassment of Women at Work Place (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Deepak Jatia 30th May, 2015 Chairman & Managing Director

---

Mar 31, 2014

The Members,

Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 68th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2014:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2013-14 2012-13

Total Revenue 13347.22 17686.29

Profit before finance cost 2922.99 3459,24 &depreciation

Less: Finance Cost 578.25 742.12

Depreciation 791.30 775.98

Profit before taxation 1553.44 1941.14

Provision for taxation

Current tax (596.00) (683.00)

Deferred tax 49.84 50.60

Earlier year adjustments -- (7.81)

Profit for the year (after tax> 1007.28 1300.93

Add: Balance in Profit & Loss Account 5040.17 4083.11

Profit available for 6047.45 5384.04 appropriation

Appropriations

Transfer to general reserve 150.00 150.00

Proposed dividend 165.71 165.71

Tax on dividend 28.16 28.16

Closing balance 5703.58 5040.17

6047.45 5384.04

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.25 (equivalent to 25%) per equity share of the face value of Rs. 5/- each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1205.75 lacs sq. ft. as against 1392.53 lacs sq. ft. in the previous year and sales were 1262.93 lacs sq. ft. as against 1450.64 lacs sq. ft. in the previous year.

During the year 2013-14 the Company has registered revenue from operations of Rs. 13073.62 lacs (previous year Rs. 17483.29 Lacs) and Gross Profit of Rs. 2922.99 Lacs (previous year Rs. 3459.24 Lacs). The main reason for reduction in revenue from operation is due to reduction in trading activity on account of market constraint. Revenue from the trading activity during the year under review was 2034.28 lacs as against Rs. 5891.93 lacs in the previous year.

The profit before taxation during the year 2013-14 was Rs. 1553.44 Lacs as compared to Rs. 1941.14 Lacs during the previous year 2012-13.

4. WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company continue to operate its installed 4.75MW capacity Wind Power plant comprising of 1.125MW capacity at Tiruppur District of Tamil Nadu, 1.125MW capacity at Gadag District of Karnataka and 2.50MW capacity at Satara District of Maharashtra supplying to Electricity Boards.

The Wind Power generations basically depends on flow of winds and due to unpredictable climatic conditions generation of power varies from time to time. Generally investments in such projects are considered viable from the revenue generation on long time basis. Considering this fact, the Government of India offers various incentives to encourage such projects including Solar Power, Bio-mass Power etc which are environment friendly and also universally recognized and hence the carbon credit benefits are extended under the Kyoto Protocol of UNFCCC (United Nations Framework Conference for Climate Change).

The Company has initially applied for such Carbon Credit for 4.75MW bundled Wind Power Project upto the year 2012 which has been approved by UNFCCC, Bonn, Germany and has issued CER of 4010 which can be sold in the Carbon Credit Market in India. Considering the current market trend, the Company is yet to take delivery of CER issued by the UNFCCC, Bonn, Germany. The Company will be eligible for such Carbon Credit benefit for 10 years on the basis of yearly generation.

5. HEALTH, SAFETY & ENVIRONMENT

In the Mining Industry health, safety & environment challenges are enormous. The Company continuous to address these challenges through adoption of new technology, modernization of mining process to minimize the negative environmental impacts and conserving the natural resources through efficient use.

The Company believes that maintaining a clean environment is a need of the hour and is an obligatory duty of the corporate sector. Though the environment gets effected in the mining operations, the Company continuous to take adequate precaution to prevent damages and to maintain clean environment in workplace.

The Company continues to maintain high standards of safety at workplace through strong supervision and improvements, wherever required. Regular health camps are conducted at worksite to diagnose any serious health related issues of workers.

Company continues to work as per its Eco-friendly Mining Plan adhering to its Environment Policy. Plantation of the trees in mine area continues as a yearly feature of its policy.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors'' Certificate on its compliance.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Tushya Jatia retires by rotation in accordance with the provisions of the Companies Act, and Articles of Association of the Company but being eligible, offers himself for reappointment.

Pursuant to the provisions of Companies Act, 2013, permission of the shareholders are sought by way of ordinary resolution/s for appointment of Independent Directors.

9. AUDITORS

M/s. B. L. Ajmera & Co., Chartered Accountants, Statutory Auditors of the Company, hold office till the conclusion of the ensuing Annual general meeting and are eligible for re-appointment.

The Company has received letter from M/s. B. L. Ajmera & Co., to the effect that their re-appointment, if made, would be within the prescribed limits under section 141(3)(g) of the Companies Act, 2013 and that they are not disqualified for re-appointment.

10. STATUTORY INFORMATION

The Company had 1 employee during the part of financial year under review and was in receipt of remuneration not less than Rs. 5.00 lacs per month. However, as per the provisions of section 21 9(1 )(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the shareholders of the Company excluding the Statement of particulars of employees as required pursuant to Section 217(2A) of the Companies Act, 1956 and rules framed thereunder. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company had been accepting deposits within the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2014 was Rs 400.41 Lacs.

With effective from 1st April, 2014, the Company has discontinued the acceptance and renewal of Fixed Deposits and all deposits outstanding as on 31.03.2014 will be repaid as per due date/s or before 31.03.201 5 whichever is earlier.

11. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders, clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Deepak Jatia

9th May, 2014 Chairman & Managing Director

---

Mar 31, 2013

To The Members of Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 67th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2013:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2012-13 2011-12

TOTAL REVENUE 17088.19 2638.34

PROFIT BEFORE FINACEAL COST & DEPRECITAION 601.82 577.20

LESS; FINACEAL COST DEPRECITION 1459.32

PROFIT BEFOR TAXITION 43.15 (37.60)

CLOSING BALANCE 942.87 341

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Rs. 1.25 (equivalent to 25%) per equity share of the face value of Rs. 5/- each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1392.53 lacs sq. ft. as against 1461.10 lacs sq. ft. in the previous year and sales were 1437.74 lacs sq. ft. as against 1450.58 lacs sq. ft. in the previous year.

During the year 2012-13 the Company has registered revenue from operations of Rs. 17686.29 Lacs (previous year Rs. 17088.19 Lacs) and Gross Profit of Rs. 3459.24 Lacs (previous year Rs. 2638.34 Lacs).

The profit before taxation during the year 2012-13 is Rs. 1941.14 Lacs as compared to Rs. 1459.32 Lacs during the previous year 2011-12.

4. WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamil Nadu, 1.125 MW in Gadag District of Karnataka and 2.50 MW capacity in Satara District of Maharashtra.

The Wind Power generations are basically depends on flow of winds and also depends on climatic conditions and hence variations occurs in generation of power from time to time. Generally such projects are not commercially viable. Considering this fact, the Government of India offers various incentives to encourage such projects including Solar Power, Bio- mass Power etc which are environment friendly and also universally recognized and hence the carbon credit benefits are extended under the Kyoto Protocol of UNFCCC (United Nations Framework Conference for Climate Change).

The Company has applied for such Carbon Credit for 4.75 MW bundled Wind Power Project which has been approved by M/s. TUV India Pvt. Ltd. (a subsidiary of TUV Nord, Germany) and registered with UNFCCC, Born, Germany from 1st May 2011 for issue of Carbon Credit Certificate. Once the Certificate is issued by the UNFCCC, the Company will be eligible to get Carbon Credit benefit for 10 years on the basis of yearly generation and Carbon Credit Certificates can be traded in the Carbon Credit market.

5. HEALTH, SAFETY & ENVIRONMENT

Health and Safety are the issues getting major attention of Regulatory Authorities. Govt, is insisting on regular health checkup of mine workers especially for respiratory diseases. Regular health camps have been organized at the workplace to diagnose any serious ailment amongst workers. Maintaining a good, clean & cool environment at its workplace is the top most priority of the Company. The Company deploys highly mechanized and Technological safety equipments maintaining high safety standards in mining of waste zone.

Environmental issue is a great concern from recent past. Company has been complying with all environmental requirements and has set up a separate Environment Cell to monitor various parameters and taking up corrective steps in case of any deviation. Special attention is paid on plantation by planting thousands of trees on the waste land in the mining area turning them into lush pockets of greenery and on rightful conservation of water source.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors'' Certificate on its compliance.

7. DIRECTORS'' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Anshul M. Sonawala retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

9. AUDITORS

M/s. B. L. Ajmera & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

10. STATUTORY INFORMATION

The Company had 1 employee during the part of financial year under review and was in receipt of remuneration not less than Rs. 5.00 lacs per month. However, as per the provisions of section 219(1)(b)(iv) of the Companies Act, 1956, the Directors'' Report and Accounts are being sent to all the shareholders of the Company excluding the Statement of particulars of employees as required pursuant to Section 217(2A) of the Companies Act, 1956 and rules framed thereunder. Any shareholder interested in obtaining a copy of the statement may write to the Company Secretary of the Company.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2013 was Rs. 366.35 Lacs.

11. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders - clients, Financial Institutions, Banks, Central and State Governments, the Company''s valued investors and all other business partners for their continued co- operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Deepak Jatia

27th May, 2013 Chairman & Managing Director

---

Mar 31, 2012

To The Members of Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 66th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2012:

1. FINANCIAL RESULTS: (Rs. in lacs)

2011-12 2010-11

Total revenue 170886.19 17364.84

Profit before finance cost & depreciation 2638.34 2941.17

Less: Finance cost 601.82 559.48

Depreciation 577.20 524.22

Profit before taxation 1459.32 1857.47

Provision for taxation

Current tax (522.00) (655.00)

Deferred tax 43.15 24.72

Earlier year adjustments (37.60) (59.80)

Profit for the year (after tax) 942.87 1167.39

Add: Balance in profit & loss account 3419.32 2531.01

Profit available for appropriation 4362.19 3698.40

Appropriations

Transfer to general reserve 125.00 125.00

Proposed dividend 132.57 132.57

Tax on dividend 21.51 21.51

Balance carried forward to Balance Sheet 4083.11 3419.32

4362.19 3698.40

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- (equivalent to 20%) per equity share of the face value of Rs.5/-each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1461.10 lacs sq.ft. as against 1506.19 lacs sq. ft. in the previous year and sales were 1450.58 lacs sq.ft. as against 1472.43 lacs sq.ft. in the previous year.

During the year 2011-12 the Company has registered revenue from operations of Rs. 17088.19 lacs (previous year Rs. 17634.84 Lacs) and Gross Profit of Rs.2638.34 Lacs (previous year Rs. 2941.17 Lacs).

The profit before taxation during the year 2011-12 is Rs. 1459.32 Lacs as compared to Rs. 1857.47 Lacs during the previous year 2010-11.

4. WIND POWER PROJECT

As a part of its efforts to augment "Green Power", the Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamil Nadu, 1.125 MW in Gadag District of Karnataka and 2.50 MW capacity in Satara District of Maharashtra.

The wind power projects by themselves are not commercially viable since their operation depends upon availability of winds which is a function of nature and many times erratic. Realising this fact, the Govt, of India offers various incentives such as accelerated depreciation benefit, enhanced tariff for companies not in a position to avail accelerated depreciation benefit, tax holiday for 10 years etc. However, even with these benefits, the returns on investment are very moderate. In a move to accelerate the installation of wind power projects and similar projects like solar power, bio-mass power etc. which are based on renewable energy sources and do not have any adverse impact on environment and climate change, the Govt, of India has mandated that utilities should source a minimum percentage of their power from renewable source based projects.

The need to encourage installation of environment friendly wind power projects has been universally recognized and carbon credit benefits are extended under the Kyoto Protocol of UNFCCC (United Nations Framework Conference for Climate Change). Company had applied for such carbon credit benefit for the 4.75 MW bundled wind power project which has been approved and registered by UNFCCC, Bonn, Germany from 1st May 2011. The Company will be eligible to get carbon credit certificate for ten years from the date of Registration based on the yearly generation. As the first year has been completed on 30th April 2012, the Company is in the process of collecting data of monitoring, verification etc. and submitting to UNFCCC for approval. M/s. TUV India Pvt. Ltd (subsidiary of TUV Nord, Germany) has been appointed to validate the project. Once the carbon credit certificate is issued, the same can be traded in the carbon credit market.

5. HEALTH, SAFETY & ENVIRONMENT

Health and Safety are the issues getting major attention of Regulatory Authorities. Govt is insisting on regular health check of mine workers especially for respiratory diseases like Silicosis. Company has responded to all such calls by arranging health camps for mine workers and thereafter regular follow up. During the year at least 1000 workers had undergone medical check up.

Maintaining a good, clean & cool environment at its work- place is the top most priority of the Company.

Environmental issues are getting serious momentum. Company has been complying with all environmental requirements and has set up a separate Environment Cell to monitor various parameters and taking up corrective steps in case of any deviation. Special attention is paid on plantation in mine area and rightful conservation of water source.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors' Certificate on its compliance.

7. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Pramod G. Lath retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

Shri. S.M Shroff has resigned as Director of the Company w.e.f 02nd February, 2012. The Board wishes to place on record its gratitude and appreciation for the co-operation and guidance rendered by him during his tenure as Director of the Company.

9. AUDITORS

M/s. B.L. Ajmera & Co., Chartered Accountants, retires as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

10. STATUTORY INFORMATION

The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the provisions of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2012 was Rs 251.25 Lacs.

11. ACKNOWLEDGEMENT

Your Directors would like to acknowledge and place on record their sincere appreciation to all stakeholders- clients, Financial Institutions, Banks , Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Mumbai Sd/-

30th May, 2012 Deepak Jatia

Chairman & Managing Director

---

Mar 31, 2011

The Members, Associated Stone Industries (Kotah) Limited

The Directors have pleasure in presenting the 65th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2011:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2010-11 2009-10

Sales 17036.29 15922.63

Profit before Interest and

Depreciation 2808.33 1989.68

Less : Interest 400.81 272.95

Depreciation 524.22 405.80

Profit for the year 1883.30 1310.93

Prior Year Income / (Expenses) 8.45 0.77

Profit before Taxation 1891.75 1311.70

Provision for Taxation

Current Tax (656.90) (394.70)

Deferred Tax 24.72 6.02

Income Tax for Earlier Years (92.17) (21.11)

Profit after tax 1167.40 901.91

Add: Balance brought forward

from the previous Year 2531.01 1858.82

Profit Available for Appropriation 3698.41 2760.73

Appropriations

Transfer to General Reserve 125.00 75.00

Interim Dividend - 33.14

Proposed Dividend 132.57 99.43

Tax on Dividend 21.51 22.15

Balance carried forward to

Balance Sheet 3419.33 2531.01

3698.41 2760.73

2. DIVIDEND

Your Directors are pleased to recommend a dividend of Re. 1/- (equivalent to 20%) per equity share of the face value of Rs.5/-each.

3. PERFORMANCE

For the year under review the production of Kotah Stone was 1506.19 lacs sq.ft. as against 1395.95 lacs sq. ft. in the previous year and sales were 1472.43 lacs sq.ft. as against 1376.06 lacs sq.ft. in the previous year.

During the year 2010-11 the Company has registered a turnover of Rs.17036.29 lacs (Rs. 15922.63 Lacs) and Gross Profit of Rs.2808.33 Lacs (Rs. 1989.68 Lacs).

The profit during the year 2010-11 is Rs.1883.30 Lacs as compared to Rs. 1310.93 Lacs during last year 2009-2010.

4. WIND POWER PROJECT

The Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamilnadu, 1.125 MW capacity in Gadag District of Karnataka and 2.50 MW capacity in Satara District of Maharashtra.

The wind power projects by themselves are not commercially viable since their operation depends on availability of winds which is a function of nature and many times erratic. During last three years, generation has been less than estimated. At the same time, wind power generation is one of the cleanest forms of power generation as it does not involve use of fossil fuels which leads to emission of large quantities of toxic gases into the atmosphere leading to climate change. In fact recognizing this immense advantage of wind and similar forms of power generation like solar power, power utilities are mandated to buy certain percentage of power needs from the agencies installing such plants by Central Electricity Regulatory Authority, Govt. of India. To make such projects economically viable for investors, carbon credit benefit is also extended under Kyoto Protocol of UNFCCC (United Nations Framework Conference on Climate Change).

Company has applied for such Carbon Credit benefit for 4.75 MW bundled Power Project (1.125 MW in Tamilnadu, 1.125 MW in Karnataka and 2.50 MW in Maharashtra). The proposal has been granted "Host Country Approval" by the Ministry of Environment & Forests, Government of India. The Proposal has been submitted to the Executive Board of UNFCCC at Bonn, Germany for their registration after recommendation by the validators.

The Company has appointed an international consultant M/s SGS India Pvt. Ltd., to validate the project and submit their recommendations to the UN Executive Board at Bonn. The registration of the project by UNFCCC is expected in the first half of 2011-12.

5. HEALTH, SAFETY & ENVIORNMENT

In the Mining Industry health, safety & environment challenges are enormous. The Company continuously seeks to address the challenges through adoption of new technology modernization of mining process, new ways of operating to minimize the negative environmental impacts and conserving the natural resources through efficient use.

The Company believes that maintaining a clean environment is a need of the hour and is an obligatory duty of the corporate sector. Environment does get effected post mining operations and the Company takes adequate action to restore the damages and regenerate a clean environment at workplace in mines.

The Company continues to maintain high standards of safety at workplace through strong supervision and improving the conditions where required. Regular health camps have been organized at the worksite to diagnose any serious ailment amongst workers.

Company continues to work as per its Eco-friendly Mining Plan adhering to its Environment Policy. Plantation of the trees in mine area continues as a yearly feature of its policy.

6. CORPORATE GOVERNANCE

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors' Certificate on its compliance.

7. DIRECTORS' RESPONSIBILITY STATEMENT

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

8. DIRECTORS

Shri. Padam Kumar Poddar retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

9. AUDITORS

M/s. B.L. Ajmera & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

10. STATUTORY INFORMATION

The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable. The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2011 was Rs 257.81 Lacs.

11. ACKNOWLEDGEMENT

Your Directors would acknowledge and place on record their sincere appreciation to all stakeholders clients, Financial Institutions, Banks, Central and State Governments, the Company's valued investors and all other business partners for their continued co-operation and excellent support received during the year.

Your Directors recognize and appreciate the efforts and hard work of all the employees of the Company and their continued contribution to its progress.

On behalf of the Board of Directors

Deepak Jatia Chairman & Managing Director

Mumbai 30th May, 2011

---

Mar 31, 2010

The Directors have pleasure in presenting the 64th Annual Report together with the Audited Accounts of the Company for the year ended 31st March, 2010:

1. FINANCIAL RESULTS:

(Rs. in lacs)

2009-10 2008-09

Sales 15922.63 12657.91

Profit before Interest and Depreciation 1989.68 1880.83

Less: Interest 272.95 228.50

Depreciation 405.80 362.42

Profit for the year 1310.93 1289.91

Prior Year lncome/(Expenses) 0.77 9.62

Profit before Taxation 1311.70 1299.53

Provision for Taxation

Current Tax (394.70) (154.69)

Fringe Benefit Tax - (7.64)

Deferred Tax 6.02 (246.18)

Income Tax for Earlier Years (21.11) (29.44)

Profit after tax 901.91 861.58

Add: Balance brought forward

from the previous Year 1858.82 1120.30

Profit Available for Appropriation 2760.73 1981.88

Appropriations

Transfer to General Reserve 75.00 30.00

Interim Dividend 33.14

Proposed Dividend 99.43 79.54

Tax on Dividend 22.15 13.52 Balance carried forward to Balance Sheet 2531.01 1858.82

2760.73 1981.88

2. DIVIDEND

Your Directors had disbursed an Interim Dividend of Re.0.50 (equivalent to 5%) per equity share of face value of Rs 10/- each in November 2009. In addition to the interim dividend , your Directors have decided to recommend a final dividend amounting Re.0.75 (equivalent to 15%) per equity share of the face value of Rs.5/-each, thus making total dividend payout for the year Re.1/-( equivalent to 20%) per equity share

of Rs. 5/- each as against Rs. 1.20 (equivalent to 12 %) per equity share of Rs. 10/- each during last financial year.

3. CHANGES IN CAPITAL STRUCTURE

As approved by the shareholders at the Extra Ordinary General Meeting of the Company held on 15th January 2010, the equity share having face value of Rs. 10/- each has been sub-divided in to 2 equity shares of Rs 5/- each. Paid up capital of the Company as of date is Rs. 6,62,83,730/- consisting of 1,32,56,746 Equity shares of Rs 5/- each.

4. PERFORMANCE

For the year under view the production of Kotah Stone was 1395.95 lacs sq. fts. as against 1363.67 lacs sq. fts. in the previous year and sales were 1376.06 lacs sq. ft. as against 1327.32 lacs sq. fts. in the previous year.

During the year 2009-10 the Company has registered a turnover of Rs. 15922.63 lacs (Rs. 12657.91 Lacs) and Gross Profit of Rs. 1989.68 Lacs (Rs. 1880.83 Lacs).

The profit during the year 2009-10 is Rs. 1310.93 Lacs as compared to Rs. 1289.91 Lacs during last year 2008-2009.

5. WIND POWER PROJECT

The Company has so far installed 4.75 MW capacity wind power projects comprising of 1.125 MW capacity in Tiruppur District of Tamilnadu, 1.125 MW capacity in Gadag District of Karnataka and 2.50MW capacity in Satara District of Maharashtra.

The wind power projects by themselves are not commercially viable since their operation depends on availability of winds which is a function of nature and many times erratic since it is linked to monsoon. Due to failure of monsoon during last two years, generation has been less than estimated. At the same time, wind power generation is one of the cleanest forms of power generation as it does not involve use of fossil fuels which leads to emission of large

quantities of toxic gases into the atmosphere leading to climate change. In fact recognizing this immense advantage of wind and similar forms of power generation like solar power, power utilities are mandated to buy certain percentage of power needs from the agencies installing such plants by Central Electricity Regulatory Authority, Govt, of India. To make such projects economically viable for investors, carbon credit benefit is also extended under Kyoto Protocol of UNFCCC (United Nations Framework Conference on Climate Change).

Company has applied for such Carbon Credit benefit for 4.75 MW bundled Power Project (1.125 MW in Tamilnadu, 1.125 MW in Karnataka and 2.50MW in Maharashtra). The proposal has been granted "Host Country Approval" by the Ministry of Environment & Forests, Government of India. The Proposal will go to the Executive Board of UNFCCC at Bonn, Germany for their registration after recommendation by the validators.

The Company has appointed an international consultant M/s SGS India Pvt. Ltd., to validate the project and submit their recommendations to the UN Executive Board at Bonn. The final validation report has been received and sent to SGS Ltd., U.K. The registration of the project by UNFCCC is expected in the second half of 2010-11.

The Company continues to maintain high standards of safety at workplace through strong supervision and improving the conditions where required.Regular health camps have been organized at the worksite to diagnose any serious ailment.

Company continues to work as per its Eco-friendly Mining Plan adhering to its Environment Policy. Plantation of the trees in mine area continues as a yearly feature of its policy.

The Company has complied with mandatory provisions of Corporate Governance as prescribed under the Listing Agreement.

A separate report on Corporate Governance is produced as a part of the Annual Report along with Auditors Certificate on its compliance.

As stipulated in Section 217(2AA) of Companies Act, 1956, your Directors subscribe to the "Directors Responsibility Statement" and confirm that:

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

- the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

- the Directors have taken proper and sufficient care of the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

- the annual accounts have been prepared on a going concern basis.

Shri. Sunil Kumar Goenka has resigned as Director of the Company w.e.f 29.10.2009. The Board wishes to place on record its gratitude and appreciation for the co-operation and guidance rendered by him dur- ing his tenure as Director of the Company.

Shri. Sanwar Mull Shroff retires by rotation in accordance with the provisions of the Companies Act, 1956 and Articles of Association of the Company but being eligible, offers himself for reappointment.

Shri. Anshul M. Sonawala who was appointed by the Board of Directors of your Company in its meeting

held on 02nd December, 2009 as Additional Director in terms of Article 110 of the Articles of Association of the Company, will hold office up to the date of ensuing Annual General Meeting. Your Company has received notice under Section 257 of the Companies Act, 1956 proposing Shri. Anshul M. Sonawala for the office of Director to be elected by the members in the ensuing Annual General Meeting.

10. AUDITORS

M/s. B.L. Ajmera & Co., Chartered Accountants, retire as auditors of the Company at the ensuing Annual General Meeting and are eligible for reappointment.

11. STATUTORY INFORMATION

The information pursuant to Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is not applicable.

The Information pursuant to Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 is in Annexure.

The Company has been accepting deposits within the meaning of Section 58A of the Companies Act, 1956 and the Companies (Acceptance of Deposits) Rules, 1975. The Fixed Deposits as on 31st March, 2010 was Rs 263.21 Lacs.

12. APPRECIATION

Your Directors place on record their gratitude to Central and State Governments, Bankers, Financial Institutions, Customers, Staff & Workers, Members and Investing Public for their continued support.

On behalf of the Board of Directors

Mumbai

15th May, 2010 Deepak Jatia

Chairman & Managing Director