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Sintex Industries Directors Report, Sintex Ind Reports by Directors
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Sintex Industries
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Explore Sintex Ind connections « Mar 10
Directors Report Year End : Mar '11
Dear Members,
 
 The Directors have pleasure in presenting the 80th Annual Report of
 the Company, together with audited accounts for the year, which ended
 on March 31, 2011.
 
 Financial results
 
 Your Company''s financial performance for 2010-11 has been encouraging,
 as summarised below
 
                                                          (Rs. in crore)
 
                                               2010-11         2009-10
 
 Gross turnover                                2718.74         2103.56
 
 Gross profit                                   567.94          425.51
 
 Less : Depreciation                             89.25           84.03
 
 Profit before tax                              478.69          341.48
 
 Less: Provision for taxation - Current tax      95.48           58.05
 
 MAT Credit Entitlement                         (22.09)         (18.54)
  
 Deferred tax                                    40.68           21.46 
 
 Profit/(loss) after tax before
 
 Prior period items                              364.62          280.51 
 
 Add/(Less): Short provisions for
 taxation of earlier years                        (7.06)          (6.81)
 
 Profit after tax                                 357.56         273.70
 
 Balance of profit of previous year               888.60         674.17
 
 Profit available for appropriation              1246.16         947.87 
 
 Appropriations
 
 General reserve                                   40.00          30.00
 
 Debenture redemption reserve                      28.58          10.22
 
 Proposed dividend on equity shares                17.74          16.38
 
 Tax on dividend                                    2.84           2.67
 
 Balance carried to balance sheet                1157.00         888.60
 
 Total                                           1246.16         947.87
 
 Financial performance
 
 Your Company reported another strong performance this year as it
 extended its presence into value-added business verticals and
 strengthened its market position in existing businesses - delivering
 superior value to its stakeholders.
 
 Gross turnover grew 29% from Rs.2,103.56 crore in 2009-10 to Rs.2,718.74
 crore in 2010-11, due to a significant increase in existing business
 volumes. While all business segments contributed to your Company''s
 growth, the key growth drivers were monolithic construction and civil
 infrastructure.
 
 The EBIDTA grew 37% from Rs.476.83 crore in 2009-10 to Rs.654.76 crore in
 2010-11, facilitated by growing sales volumes, increased project
 delivery and a thrust on value-added business segments.
 
 Your Company registered a 31% growth in profit after tax to Rs.357.56
 crore in 2010-11 against Rs.273.70 crore in 2009-10. Cash plough back
 into the business grew 33% from Rs.425.51 crore in 2009-10 to Rs.567.93
 crore in 2010-11 – providing an adequate cushion for funding
 initiatives to capitalised on emerging growth opportunities.
 
 The earning per share stood at Rs.13.19 (basic) and Rs.13.19 (diluted) in
 2010-11.
 
 Dividend
 
 Your Company always maintained a prudent balance between its need to
 reward shareholders with its need to grow business for delivering
 superior returns to shareholders over the medium-term.  Considering the
 sizeable capital-intensive projects on the anvil, your Directors are
 pleased to recommend a dividend of Rs.0.65 per equity share on a face
 value of Rs.1 each on 27,29,90,866 equity shares, fully paid up as on
 March 31, 2011 (previous year Rs.1.20 per equity share of face value of
 Rs.2 each on 13,64,95,433 equity shares), and any further equity shares
 that may be allotted by your Company upon the conversion of FCCBs prior
 to book closure date for 2010-11. This dividend will be paid subject to
 the approval of shareholders at the forthcoming Annual General Meeting.
 
 The dividend payout, if approved by members will be Rs.17.74 crore, while
 Rs.2.84 crore will be paid by the Company towards dividend tax and
 surcharge on the same. Dividend in the hands of the shareholders will
 be tax-free.
 
 Business review and divisional performance Your Company registered an
 overall improved performance in 2010-11, where all business verticals
 and sub-segments grew at a robust pace. A detailed discussion of your
 Company''s operations is given elsewhere in this annual report under
 ''Management discussion and analysis report.''
 
 A) Plastics division
 
 Plastics division, the critical growth driver of your Company grew at
 31% from Rs.1,666.93 crore in 2009-10 to Rs.2,180.43 crore in 2010-11, 
 strengthening its significance for the Company - it accounted for 
 83.35% of your Company''s revenues in 2010-11 against
 82.91% in 2009-10. It also vindicated your Company''s philosophy of
 creating products and solutions around areas that impact the essentials
 for the common man, and those that are high on the government''s
 priority list.
 
 The monolithic construction segment reported a massive increase for the
 third successive year, emerging as the flagship business vertical in
 the plastics division. Other significant contributors included prefabs,
 water storage solutions and custom moulded products (including SMC
 products). Your Company also introduced novel products and solutions
 which strengthened the ''Sintex'' brand recall and grew market share in
 key business verticals. In 2010-11, your Company established a strong
 presence in creating water distribution and sewerage collection
 infrastructure.
 
 Monolithic construction: This business registered a stellar performance
 – larger order execution and increased business volumes, enlarging the
 already huge order book. Your Company also extended its presence in a
 larger number of states for providing low-cost housing solution through
 this technology – opening huge opportunity windows over the coming
 years. More importantly, your Company received large business from
 other segments, namely the security forces and police departments.
 
 Prefabs: Your Company grew this business vertical by tapping into
 opportunity pockets from the health and education segments which are
 high on government priority, for which sizeable funds were allocated.
 Your Company''s products received numerous approvals from different
 states in 2010-11, expanding business opportunities in coming years.
 Your Company also created prefab structures for the defence forces
 across diverse geographies.
 
 Building products: Your Company focused its energies on strengthening
 its presence in plastic doors – aggressive marketing through unique
 schemes and promotional programmes with satisfying results. Your
 Company also launched sandwich panels specially designed for roofing
 application, interior partitions, and high-altitude structures which
 were well received. Your Company marketed sizeable volumes of sandwich
 panels to successfully set-up warehouses across diverse Indian terrains
 – showcasing product suitability for cold chain applications, high on
 government priority.
 
 Water and liquid storage: Water tanks, the Company''s flagship brand,
 maintained its growth and expanded its presence across geographies with
 greater reach in rural and semi-urban markets, maintaining a dominant
 position. Your Company introduced a number of new sub-brands,
 segregating the water tank market into smaller segments – enabling it
 to cater to a wider customer range and facilitate increased
 penetration. Your Company re-launched its underground tank range which
 was successfully installed in a number of locations.
 
 Sub-ground structures: Your Company made significant progress in this
 business vertical which comprised manhole structures, covers and
 packaged water treatment solutions – these products received approvals
 from a number of state government authorities and private clients,
 generating sizeable revenue for the Company in 2010-11. This segment is
 expected to register a robust growth over the coming years largely due
 to the increased government thrust on pollution management, consequent
 to growing urbanisation.
 
 Custom moulded products: This business segment registered a significant
 growth largely due to product customisation to suit niche applications.
 Besides, your Company successfully developed numerous products for
 diverse sectors, catering to both global and domestic customers. Some
 products were under advanced stages of approval which should open new
 growth opportunities.
 
 In the energy segment, your Company built upon its long and healthy
 business relationship with the electrical sector for marketing its
 enclosures with a special focus on distribution and feeder-pillar boxes
 to capitalise on opportunities emerging from the modernisation of the
 T&D segment of the energy value chain.
 
 Your Company received business from leading OEM namely, John Deere,
 M&M, Cummins and BEL among others, for specialised and customised
 products. Besides, a number of products were also approved by leading
 Indian and multi- national brands, which is expected to yield sizeable
 revenues over the coming years.
 
 B) Textiles division
 
 The textile division grew by a significant 27% on the back of robust
 demand from international clients. The domestic business also
 registered a sizeable increase in business volumes.  Your Company
 strengthened its position in women''s wear and home furnishing segments
 through a wider product basket, generating increased business volumes.
 During the year, your
 
 Company added a number of renowned fashion labels to its client list,
 opening new opportunity windows. Your Company created a robust retail
 network for marketing ready-to-stitch fabric, primarily catering to
 rural and semi-urban markets. Your Company is working towards
 strengthening its infrastructure through sophisticated equipment which
 will improve product quality and machine productivity to capitalise on
 growing opportunities.
 
 Subsidiaries
 
 During the year under review, M/s. Bright AutoPlast Private Limited, a
 wholly-owned subsidiary was converted into a Public Limited Company
 with a new name - M/s. Bright AutoPlast Limited, and Sintex Oil & Gas
 Limited ceased to be the Company''s subsidiary.
 
 Performance of subsidiaries
 
 Your subsidiaries registered a robust performance – revenue and profit
 after tax grew 46% and 85% respectively. More importantly, their
 contribution to the consolidated revenue increased from Rs.1,271.09 crore
 in 2009-10 to Rs.1,859.18 crore in 2010-11; the contribution to the
 bottomline strengthened from 4.3% in 2009-10 to 5.5% in 2010-11.
 
 1) Zep Infratech Limited (Formerly known as Zeppelin Mobile Systems
 India Ltd.)
 
 The Company shifted its focus from being just a telecom infra Company
 to a holistic infrastructure Company, due to a melt down in the telecom
 sector. The Company plans to leverage its existing capability and
 competence to take advantage of the huge potential in the
 infrastructure sector.
 
 The new business focus areas would be – infrastructure/civil projects,
 telecom products and services, prefabs made of PUF panels, PEB
 structures and cold chain management.
 
 Cold chain management will be a huge opportunity for the Company, as it
 is becoming a matter of national interest with almost 42% of
 agricultural production in India being perishable items. The government
 also laid thrust on developing new cold chains by providing full
 exemption on excise duties.
 
 2) Bright AutoPlast Ltd.
 
 The Company performed exceptionally well – higher volumes, new
 businesses, new customers and new capacities – resulted in a 44%
 topline growth and an improvement in margins in 2010-11 over the
 previous year.
 
 Our business with Schneider performed extremely well. This resulted in
 other electric companies showing serious intent in
 
 partnering with us – primarily customers of Nief who also have
 manufacturing bases in India. In the automotive segment, volumes from
 existing clients increased and new customers opened multiple growth
 opportunities.
 
 We created a new unit – Chennai 3 – dedicated to electrical customers
 which commenced operations in April 2011. This allowed us to grow our
 client base in this vertical. Additionally, we strategised in setting
 up greenfield facilities proximate to automotive hubs to capitalise on
 the huge demand from the automotive segment. We are also looking to
 enter the commercial vehicle segment – multiplying our growth
 opportunities.
 
 3) Wausaukee Composites Inc.
 
 Your Company bought out our partner''s stake in Wausaukee, making it a
 100% subsidiary of Sintex. This was necessary for our accelerated
 growth in the US. What we also need to remind shareholders is that for
 Wausaukee, there were issues related to the wind energy business, but
 otherwise Wausaukee doubled in size, post our acquisition. The returns
 were also significant.
 
 In 2010-11, we started prototyping products for a number of new
 customers, volumes are expected to flow in the current year. Your
 Company is also focused on expanding its manufacturing footprint in the
 US through inorganic initiatives, as we realise that the custom
 moulding business is region and customer-centric – you need to be at
 the right place with the right client.
 
 4) Nief Plastics SAS
 
 Nief performed very well this year with a topline growth of 23-25% and
 margin growth from 11 to 13%.
 
 At Nief, contributions from the automotive segment that was 65% at the
 time of acquisition was 45% last year and this year it is 40%. This
 year 40% of Nief''s business was from auto, 30% from electrical, 20%
 from aerospace and medical and 10% from others.
 
 Nief''s acquisition of Simop (moulding unit) and Sicmo (moulds and tools
 making unit) gave the Company access to three new customers – plastic
 products for doormatix, personal care products and modem making
 companies.
 
 Nief also expanded operations in East Europe (Hungary and Slovakia) and
 North Africa (Tunisia and Morocco) to take advantage of low production
 costs, leading to its overall optimisation.
 
 In 2010-11, the Company also introduced a new process called ''machining
 of plastics'' (machines cut plastics in required shape), for
 manufacturing medical equipment.
 
 5) Sintex Infra Projects Ltd
 
 The Company enabled Sintex to establish a strong foothold in the
 Infrastructure space. The Company successfully delivered various
 infrastructure projects in the field of construction of airports, road
 and land development, construction of industrial plants, developing
 commercial and residential complexes, among others. With good
 management skills and demonstrated execution capabilities, the Company
 has a healthy order book.
 
 In 2010-11, your Company acquired 30% ownership of Durha Constructions
 Private Limited (DCPL) at an investment of Rs.42.21 crore. DCPL is
 engaged in the civil and mechanical construction in diverse
 infrastructure sectors including power, petrochemicals, cement from
 medium to large projects for private and public sectors clients – key
 projects include Delhi International Airport, Hyderabad International
 Airport, Indraprastha Power Station, among others. It has an impressive
 client base comprising large corporates, namely, BHEL and L&T.
 
 Employee stock option scheme
 
 The shareholders of the Company approved of its employee stock option
 plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in
 February 2006. This ESOPS is administered by the Sintex Employee
 Welfare Trust on the basis of recommendations of the Compensation
 Committee of the Board. In terms of the plan, the Company periodically
 granted stock options to eligible employees. The Company will conform
 to the accounting policies specified in the guidelines as amended
 periodically. The details of the scheme are set out in Annexure 1 of
 this report.
 
 Changes in equity share capitalDuring the year, each equity share of Rs.2
 each was sub-divided in to 2 equity shares of Rs.1 each.
 
 Directors
 
 In accordance with the requirements of Section 256 of the Companies
 Act, 1956 and the Articles of Association of the Company, Shri
 Ramnikbhai H. Ambani, Smt. Indira J. Parikh and Dr. Rajesh B. Parikh
 retire by rotation, but being eligible, offer themselves for
 reappointment.
 
 For the kind perusal of the shareholders, a brief resume of each of
 them, the nature of their expertise and the name of the companies
 
 in which they hold directorships and the details of membership of the
 committees of the Board are enclosed. Your directors recommend their
 appointments.
 
 Fixed deposits
 
 Your Company did not float any deposit scheme.
 
 Listing of shares and securities The names and addresses of the stock 
 exchanges where the Company''s securities are listed are given below:
 
 - The National Stock Exchange of India Ltd., Exchange Plaza, Plot No.
 C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai -
 400051
 
 - Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal
 Street, Mumbai - 400001
 
 - Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Panjrapole,
 Ahmedabad - 380015
 
 - Singapore Exchange Securities Trading Limited, 2 Shenton Way, # 19 –
 00 SGX Centre 1, Singapore - 068804. (FCCB''S US$ 225 million)
 
 - Bombay Stock Exchange Limited (Wholesale Debt Market), Phiroze
 Jeejeebhoy Towers, Dalal Street, Mumbai - 400001 (NCD INR 250 crore &
 NCD INR 350 crore)
 
 The Company paid listing fees to all the above stock exchanges for
 2011-12.
 
 Corporate Governance report
 
 Your Directors adhered to the requirements set by the Securities and
 Exchange Board of India''s Corporate Governance practices and
 implemented all the stipulations prescribed.
 
 A separate Corporate Governance Report is furnished as a part of
 Directors'' Report and the Certificate from the Company''s Statutory
 Auditors regarding compliance with the conditions of Corporate
 Governance is annexed to it.
 
 Your Company complies with the provisions related to Corporate
 Governance as per Clause 49 of the Listing Agreement. Your Company is
 also in the process of implementing the Corporate Governance Voluntary
 Guidelines, 2009 issued by the Ministry of Corporate Affairs,
 Government of India in December, 2009.
 
 Directors'' responsibility statement
 
 To the best of their knowledge and belief and based on the
 information obtained by them, your Directors make the following
 statement in terms of Section 217 (2AA) of the Companies Act, 1956:
 
 1.  That in the preparation of the annual accounts for the year ending
 March 31, 2011, the applicable accounting standards have been followed
 and there have been no material departures.
 
 2.  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 at the end of the financial year and of the
 profit of the Company for that period.
 
 3.  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 frauds and other
 irregularities.
 
 4.  That the annual accounts for the year ending March 31, 2011 have
 been prepared on a going concern basis.
 
 Consolidated financial statements
 
 The Central Government vide General Circular no. 2/2011 under no.
 5/12/2007/CL-III dated February 8, 2011 has granted general exemption
 to the companies from attaching the annual accounts of the subsidiary
 companies, subject to compliance of certain conditions as given in the
 said circular.
 
 Your Company is presenting in the annual report the consolidated
 financial statements of holding Company and all subsidiaries duly
 audited by the Statutory Auditors, complying with all other conditions,
 the annual accounts of the subsidiary companies are not attached, with
 this annual report.
 
 Further, the annual accounts of the subsidiary companies and the
 related detailed information will be made available to any member of
 the Company/its subsidiaries at any point of time. The annual accounts
 of the subsidiary companies will also be kept for inspection by any
 member of the Company/its subsidiaries at the registered office of the
 Company and that of the respective subsidiary companies.
 
 Conservation of energy, technology absorption, etc.  A statement
 containing the necessary information required under the Companies
 (Disclosure of Particulars in the Report of Board of Directors) Rules,
 1988 is annexed to this report as Annexure 2.
 
 Particulars of employees
 
 The information required as amended under section 217(2A) of
 
 the Companies Act, 1956, read with Companies (Particular of Employees)
 Rules, 1975, forms part of this report as Annexure 3.  However, as
 permitted by section 219(I) (b) (IV) of the Companies Act, 1956, this
 annual report is being sent to all shareholders excluding the said
 Annexure. Any shareholder interested in obtaining the particulars may
 obtain it by writing to the Company Secretary at the registered office
 of the Company.
 
 Insurance
 
 All the insurable interests of the Company, including plant and
 machinery, stocks, loss of profits, standing charges and insurable
 interest are adequately insured.
 
 Auditors
 
 M/s. Deloitte Haskins & Sells, Statutory Auditors of the Company,
 retire and being eligible, have indicated their willingness to be re-
 appointed. The observations made in the Auditor''s Report are self-
 explanatory and do not call for any further comments under Section 217
 of the Companies Act, 1956.
 
 Cost accounting records
 
 As required under the order made by the Central Government, the Company
 is maintaining necessary cost accounting records with respect to cotton
 textiles.
 
 Acknowledgements
 
 Your Directors thank the Company''s valued customers and various
 government, semi-government and local authorities, suppliers and other
 business associates, vendors, as well as the various banks for their
 continued support to the Company''s growth and look forward to their
 continued support in the future also.
 
 Your Directors place on record their appreciation of the contribution
 made by the employees at all levels across the Company towards the
 efficient working and operations of the Company. Last but not the
 least, the Board of Directors wish to thank the investors and
 shareholders for their unstinted support, co-operation and faith in the
 Company.
 
                                                On behalf of the Board,
 
 Date : April 30, 2011                                  Dinesh B. Patel
 Place : Ahmedabad                                             Chairman
 
 
 
Source : Dion Global Solutions Limited
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