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)

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