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Astral Poly Technik

BSE: 532830|NSE: ASTRAL|ISIN: INE006I01046|SECTOR: Plastics
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Directors Report Year End : Mar '19    Mar 18

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure in presenting the 23rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March, 2019.

1. Financial Highlights:

The Standalone and Consolidated Financial Results for the year ended 31st March, 2019 are as follows:

(RS, in lacs)

Standalone

Consolidated

Particulars

FY 18-19 |

FY 17-18 |

FY 18-19 |

FY 17-18

Income from Operations (Net)

1,91,571

1,60,461

2,50,729

2,10,578

Other Income

1,147

1,105

1,544

1,268

Total Expenditure

1,61,182

1,36,799

2,12,236

1,78,898

Profit Before Depreciation, Interest and Tax

31,536

24,767

40,037

32,948

Finance Cost

2,805

1,740

3,196

2,158

Depreciation and amortization expense

6,713

4,666

8,143

5,713

Profit Before Exceptional Items & Tax

22,018

18,361

28,698

25,077

Exceptional Items

(199)

(296)

-

-

Share of profit/(loss) of joint venture

-

-

(356)

(266)

Profit Before Tax

21,819

18,065

28,342

24,811

Tax expense

7,674

6,163

8,608

7,245

Profit for the year

14,145

11,902

19,734

17,566

Other Comprehensive Income (net of tax)

(11)

(2)

(22)

340

Total Comprehensive Income

14,134

11,900

19,712

17,906

Attributable to:

Shareholders of the Company

14,134

11,900

19,560

17,782

Non-Controlling Interest

-

-

152

124

Surplus in Statement of Profit & Loss

57,404

46,297

64,509

47,786

Amount Available For Appropriation

71,538

58,197

84,069

65,570

Payment of Dividends (Including tax on dividend)

939

793

939

793

Adjustment to Other Reserves

-

-

8

(268)

Balance carried to Balance Sheet

70,599

57,404

83,138

64,509

2. Dividend:

Your Directors have recommended a Final Dividend of H 0.40 (i.e. 40%) per equity share for the financial year ended 31st March, 2019 subject to approval of members in the ensuing Annual General Meeting. During the year under review, Interim Dividend of H 0.30 per equity share was declared and paid. The final dividend and interim dividend will absorb RS,841 Lacs during the year under review compared to RS,719 Lacs absorbed in the previous year.

3. Consolidated Financial and Operational Review:

- Consolidated Net Sales has increased by 19% from RS,2,10,578 Lacs to RS,2,50,729 Lacs.

- Consolidated EBIDTA has increased by 21% from RS,32,682 Lacs to RS,39,680 Lacs.

- Consolidated Profit Before tax has increased by 14% from RS,24,810 Lacs to RS,28,342 Lacs.

- Consolidated Total Comprehensive Income has increased by 10% from RS,17,906 Lacs to RS,19,712 Lacs.

4. Project Implementation and Performance Review:

- During the year under review, your Company has increased its installed capacity by 34.97% from 1,52,101 MT to 2,05,290 MT. Your Company has utilized its capacity to the tune of 1,20,821 MT. as against last year''s figure of 1,05,753 MT which shows a utilization growth of 14.25%.

- During the year under review, your Company has incurred capital expenditure to the tune of RS,16,457.12 Lacs towards plant & machineries, factory building and other capital expenditure.

- Your company has successfully commenced the commercial production at Ghiloth (Rajasthan) in June, 2018.

5. Subsidiary/Associate Companies:

During the year under review, your Company acquired 51% shares of Rex Polyextrusion Private Limited on 10th July, 2018. In order to expand the existing product lines and enhance the scale of operations. The Board of Directors also approved the amalgamation of Rex Polyextrusion Private Limited with your Company with an appointed date 10th July, 2018. The respective Companies complied with requisite formalities with different statutory authorities; Hon''ble National Company Law Tribunal (NCLT) Ahmedabad vide order dated 2nd May, 2019, finally approved the Scheme of Amalgamation.

As at 31st March, 2019, your Company had 4 direct subsidiaries, 1 step down subsidiary and 1 associate company. However, Rex Polyextrusion Pvt. Ltd. was subsequently amalgamated with the Company vide NCLT order dated 2nd May, 2019.

A statement containing salient features of the financial statement of subsidiary/joint venture (associate) companies in the prescribed format (i.e. Form AOC-1 as per Companies (Accounts) Rules, 2014) is attached to the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on www.astralpipes.com. These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

6. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, Listing (Obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors'' Report.

8. Corporate Governance:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your company has complied with the applicable Secretarial Standards.

9. Business Responsibility Report:

Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

10. Insurance:

The Fixed Assets and Stocks of your Company are adequately insured.

11. Fixed Deposits:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

12. Particulars of Loans, Gaurantees or Investment:

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

13. Corporate Social Responsibility:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2018-19 is enclosed as Annexure - A to this report.

14. Directors'' Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2019, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied 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 and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards 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;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

15. Auditors:

Statutory Auditor:

M/s. S R B C & Co. LLP, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 8th August, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement 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.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the Company in respect of its plastic & polymers activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2019-20 at a remuneration of RS,1.50 Lacs. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the members in a general meeting for their ratification. Accordingly, a resolution seeking members'' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the year 2018-19 will be submitted to the Central Government in due course.

Secretarial Audit:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Board of Directors appointed Ms. Monica Kanuga, Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2018-19. Secretarial Audit Report for FY 2018-19 is enclosed as Annexure - B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. Risk Management and Internal Financial Control:

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

17. Significant and Material Orders:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

18. Board Evaluation:

In compliance of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board / Committees was carried out. The evaluation process has been explained in the Corporate Governance Report.

19. Related Party Transactions:

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at https://www.astralpipes. com/uploads/investor broucher/1538992703 108 l.pdf. The details of the transactions with Related Party are provided in the accompanying financial statements.

20. Numbers of Board Meetings:

The Board of Directors met 9 (nine) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

21. Directors:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kyle A. Thompson is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mrs. Kaushal Nakrani was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. 29th March, 2019 who shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing her appointment as Director. She is proposed to be appointed as an Independent Director for a period of five years i.e. to hold office up to 28th March, 2024. The Board of Directors proposes to regularize her appointment by way of passing resolution.

The requisite particulars in respect of Director seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

22. Changes in Key Managerial Personnel:

During the year under review, there was no change in Key managerial Personnel.

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - C to this report.

24. Employees Stock Option Scheme:

Your Company approved formulation of Employee Stock Option Scheme (''ESOS'') viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, 2,800 stock options lapsed, 40,000 stock options had vested and exercised by eligible employees out of whicRs,20,400 equity shares were allotted by your Company on 7th April, 2018 and 19,600 on 23rd November, 2018. Consequently the paid-up share capital of the Company Stands increased from 119766565 to 119806565. There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based

Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at http://astralpipes.com/ investor-relation.aspx.

25. Particulars of Employees:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - D to this report.

However, in terms of Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting

26. Disclosure with Respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars under Section 134(3)(m) with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure - E to the Report.

27. Acknowledgments:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. The Directors wish to thank Specialty Process LLC, U.S.A for the support extended to your Company throughout the journey of your Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors

Sandeep P. Engineer Jagruti S. Engineer

Managing Director Whole Time Director

Date :20th May, 2019

Place : Ahmedabad

Source : Dion Global Solutions Limited
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