To the members,
 
 ASIAN STAR COMPANY LIMITED
 
 MUMBAI
 
 The Directors take pleasure in presenting the Seventeenth Annual
 Report together with the Audited Statement of Accounts for the year
 ended March 31, 2011.
 
 Financial Performance
 
 The performance of the Company for the financial year ended March 31,
 2011 is summarized below:
 
                                                  (Rs. in Crores)
 
 Particulars                         March 31, 2011    March 31, 2010
 
 Total Sales                                1455.92           1342.12
 
 Add : Other Income                           (0.86)             7.31
 
 Total Income                               1455.06           1349.43
 
 Less : Total Expenditure                   1392.85           1281.15
 
 Operating Profit (PBDIT)                     62.21             68.28
 
 Less : Interest and Depreciation             24.53             31.28
 
 Profit before Tax                            37.68             37.00
 
 Provision for Tax                            11.79              6.76
 
 Provision for Deferred Tax                    0.53              1.68
 
 Profit after Tax                             25.36             28.56
 
 Less : Prior Year Expenses                    0.01              0.44
 
 Add : Balance in Profit and Loss 
 Account Brought forward                     156.55            141.29
 
 Profit available for appropriation          181.90            169.41
 
 Appropriation
 
 Dividend on Preference Shares                    -              0.46
 
 Proposed Dividend on Equity Shares            2.13              2.13
 
 Tax on Dividend                               0.35              0.43
 
 Transfer to Capital Redemption Reserve           -              7.84
 
 Transferred to General Reserve                2.00              2.00
 
 Balance Carried forward to Balance Sheet    177.42            156.55
 
                                             181.90            169.41
 
 The Company has maintained steady growth during the year and its
 turnover scaled a new peak. The Company has generated an all-time high
 sales of Rs 1,455.92 Crores registering a growth of 8.48% during the
 year as against that of Rs 1,342.12 Crores in the previous year. The
 profit after tax excluding other income has increased by 23.44% from
 Rs. 21.24 Crores to Rs. 26.22 Crores.
 
 Dividend
 
 The Board of Directors have recommended a dividend of Rs.2/- per Equity
 Share on 10,671,200 Equity Shares of Rs.10/- each for the financial
 year ended March 31, 2011. Equity Dividend if approved at the Annual
 General Meeting will be paid to those members whose name appear on the
 Register of Members as at the end of business hours on September 22,
 2011.
 
 Subsidiary Companies
 
 The Company has recently incorporated a new wholly owned subsidiary in
 the name of Asian Star Trading (HongKong) Limited in HongKong to expand
 the Company''s business in that region. However, the Company has not
 commenced its operations so far.
 
 The Ministry of Corporate Affairs (MCA) by Circular No.
 51/12/2007-CL-III dated 8th February, 2011, issued a direction under
 section 212(8) of the Companies Act, 1956 that the provisions of the
 Section 212 shall not apply to Companies in relation to their
 subsidiaries subject to fulfilling certain conditions mentioned in the
 said circular with immediate effect. In pursuance of this circular, the
 Company has decided to avail the exemption from presenting the
 financial statements of the subsidiary companies.  However, the
 financial statements of the Company and its subsidiaries shall be made
 available for inspection to the members and/or will be allowed to take
 a copy of the same on demand being made by them.
 
 Wind Energy
 
 As a part of its social commitments and endeavour to carry out
 operations in a more sustainable manner, the Company has always been
 inclined to promote a cleaner and greener environment. The Company has
 been pursuing generation of energy from wind power through
 establishment of Wind Turbine Generators (WTGs) since 2006. The
 Company''s windmills are located in the state of Maharashtra, Tamil Nadu
 & Kerala. During the year 2010-11, the Company has generated 220.80
 lacs Kwh. resulting in the sales of Rs.693.89 lacs.
 
 Directors
 
 Arvind T. Shah, Dharmesh D. Shah and Bhupendra K. Shroff retire by
 rotation and being eligible, offer themselves for reappointment.
 
 Attention of the members is invited to the relevant items in Notice of
 Annual General Meeting.
 
 Finance
 
 The Company is availing working capital requirements from consortium of
 bankers. The Company has also availed term loan from banks for windmill
 projects.
 
 Deposit
 
 The Company has not accepted any deposits within the meaning of Section
 58A of the Companies Act, 1956 and the Companies (Acceptance of
 Deposit) Rules, 1975. There are no deposits which are outstanding
 and/or which are claimed and not paid or unclaimed for which
 information is required to be given in the report.
 
 Insurance
 
 The properties and assets of the Company are adequately insured.
 
 Consolidated Financial Statement
 
 In accordance with the Accounting Standard 21, issued by The Institute
 of Chartered Accountants of India, the Directors have attached the
 Audited Consolidated Financial Statements for the year ended March 31,
 2011.
 
 Corporate Governance
 
 Pursuant to Clause 49 of the Listing Agreement with Bombay Stock
 Exchange Limited, a report on Corporate Governance, along with the
 Auditors'' certificate regarding compliance of conditions of Corporate
 Governance and Management Discussion and Analysis is separately given
 in this Report.
 
 Cash Flow
 
 In conformity with the provision of Clause 32 of the Listing Agreement,
 the Cash Flow Statement for the year ended March 31, 2011 is annexed
 hereto.
 
 Notes on Accounts
 
 Notes forming part of Accounts are self-explanatory.
 
 Listing Arrangements
 
 The Equity Shares of the Company are listed on Bombay Stock Exchange
 Limited. The Company has paid listing fees for the year 2011-12.
 
 Dematerialization of Shares
 
 In terms of the Listing Agreement, the Company has tripartite
 agreements with the Registrar and Share Transfer Agent i.e. Bigshare
 Services Private Limited, National Securities Depository Limited and
 Central Depository Services (India) Limited respectively.
 
 Auditors
 
 V. A. Parikh & Associates, Chartered Accountants, the retiring Auditors
 of the Company, hold office up to the conclusion of the ensuing Annual
 General Meeting. The Company has received a certificate from the said
 firm to the effect that their appointment, if made, at Annual General
 Meeting would be within the limits mentioned under Section 224 (1B) of
 the Companies Act, 1956. The Directors recommend the re-appointment of
 V. A. Parikh & Associates as auditors for the financial year 2011-2012.
 
 Directors'' Responsibility Statement
 
 On the basis of compliance certificates received from the executives of
 the Company, subject to disclosures in Annual Accounts, and also on the
 basis of discussion with the Statutory Auditors of the Company from
 time to time, we state as under:
 
 - That in the preparation of the annual accounts, the applicable
 accounting standards have been followed along with proper explanation
 relating to material departures, if any;
 
 - That 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 March 31, 2011 and of the Profit and Loss Account
 of the Company for the year ended on that date;
 
 - That 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;
 
 - That the Directors have prepared the annual accounts of the Company
 on a going concern basis.
 
 - The Company has received certificate under section 274(1)(g) of the
 Companies Act, 1956 and none of the Directors are disqualified to act
 as Director.
 
 Particulars of Employees
 
 In terms of provision of Section 217(2A) of the Companies Act, 1956
 read with Companies (Particulars of Employees) Rules 1975 as amended,
 the name and other particulars of the employees are required to be set
 out in Annexure to the Directors'' Report.  However as per the provision
 of Section 219(1)(b)(iv) of the Companies Act, 1956 the Annual Report
 and Annual Accounts of the Company sent to the shareholders do not
 contain the said Annexure. Any shareholder desirous of obtaining a copy
 of the said Annexure may write to the Company Secretary at the
 registered address of the Company.
 
 Particulars under Companies (Disclosure of particulars to the report of
 Board of Directors) Rules, 1988:- Conservation of Energy
 
 The activity of the Company does not require large-scale consumption of
 energy and the Company is not covered in the list of industries
 required to furnish information in Form - A relating to conservation of
 energy.
 
 Technology Absorption
 
 The Directors are in constant touch with ongoing research in the world
 to upgrade and absorb improved technology for better line of products
 and to yield better quality, cost reduction and worldwide acceptability
 of its range of products.
 
 Foreign Exchange Earnings and Outgo
 
 The Company has earned Rs. 1,06,601.23 lacs in foreign exchange by way
 of exports and has spent Rs.59,819.58 lacs in foreign exchange, for the
 imports of materials & consumables, foreign travel, diamond grading
 charges and repairs and maintenance. The Directors are making their
 best endeavours to earn foreign exchange.
 
 Appreciation
 
 The Directors thank the Company''s Customers, Contractors, Shareholders,
 Bankers, Financial Institutions and Central & State Governments for
 their consistent support to the Company. The Directors also sincerely
 acknowledge the significant contributions made by all the employees for
 their dedicated services to the Company.
 
                          For and on behalf of the Board
 
                          Dinesh T. Shah       Vipul P. Shah
 
                          Chairman             CEO & Managing Director
 
 
 Place : Mumbai
 
 Dated : May 30, 2011
 
 Registered Office:
 
 114-C, Mittal Court,
 
 Nariman Point, Mumbai – 400 021.