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Astec Lifesciences Ltd.

BSE: 533138 Sector: Agri and agri inputs
NSE: ASTEC ISIN Code: INE563J01010
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VOLUME 2930
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OPEN 585.90
CLOSE 590.25
VOLUME 2930
52-Week high 694.80
52-Week low 374.20
P/E 42.57
Mkt Cap.(Rs cr) 1,123
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Astec Lifesciences Ltd. (ASTEC) - Director Report

Company director report

THE FINANCIAL YEAR ENDED 31ST MARCH 2017

To the Shareholders

Your Company’s Directors are pleased to present the 23rd (Twenty Third)Annual Report alongwith the Audited Financial Statements for the Financial Year ended 31stMarch 2017.

1. Highlights of Financial Performance

Your Company’s financial performance during the Financial Year 2016-17 as comparedto that of the previous Financial Year 2015-16 is summarized below:-

Standalone

Consolidated

Particulars 2016-17 2015-16 2016-17 2015-16
Revenue from Operations (Gross) 31275.74 23518.55 31340.35 24699.24
Other Income 237.42 285.16 237.42 721.50
Total Income 31513.16 23803.71 31577.77 25420.74
Profit before Interest Depreciation & Tax 6513.22 3359.80 6526.23 3877.65
Less: Finance Charges 1222.98 1249.46 1223.53 1280.62
Less: Depreciation 1367.31 1036.16 1368.19 1039.84
Profit /(Loss) before Exceptional Items and Tax 3922.93 1074.18 3934.51 1557.19
Less: Exceptional Items 1060.21 314.76 1060.21 314.76
Profit /(Loss) before Tax 2862.72 759.42 2874.30 1242.43
Less: Provision for Current Tax 609.27 - 612.41 2.64
Less: Provision for Deferred Tax 344.03 724.04 344.03 733.15
Profit/(Loss) After Tax 1909.42 35.38 1917.86 506.63
Other Comprehensive Income (Net of tax) (10.64) (6.37) (4.97) (21.92)
Total Comprehensive Income 1898.78 29.01 1912.90 484.71
Total Comprehensive Income attributable to:
- Owners of Astec LifeSciences Limited N.A N.A 1906.81 480.85
- Non-controlling interests N.A N.A 6.09 3.86

(N.A: Not Applicable)

The Company has adopted Indian Accounting Standards (Ind AS) with effect from 1stApril 2016 pursuant to the notification of Companies (Indian Accounting Standard) Rules2015 issued by the Ministry of Corporate Affairs. Previous years’ figures have beenrestated and audited by our Statutory Auditor M/s. Shah & Kathariya CharteredAccountants (Firm Registration No. 115171W).

2. Review of Operations / State of Affairs Standalone:

For the Financial Year ended 31st March 2017 Operating Profit i.e.Earnings Before Interest Tax Depreciation and Amortization ("EBITDA") is Rs6513.22 Lakh against Operating Profit of Rs 3359.80 Lakh reported for the FinancialYear ended 31st March 2016. Profit After Tax is Rs 1909.42 Lakh for theFinancial Year ended 31st March 2017 as compared to the Profit After Tax ofRs 35.38 Lakh reported for the Financial Year ended 31st March 2016.

Consolidated:

For the Financial Year ended 31st March 2017 Operating Profit i.e.EBITDA is Rs 6526.23 Lakh against Operating Profit of Rs 3877.64 Lakh reported for theFinancial Year ended 31st March 2016 Profit After Tax is Rs 1917.86 Lakh forthe Financial Year ended 31st March 2017 as compared to the Profit After Taxof Rs 506.63 Lakh reported for the Financial Year ended 31st March 2016.

3. Dividend

Your Directors have recommended a Final Dividend for the Financial Year 2016-17 at therate of 15% (fifteen per cent) i.e. Rs 1.50/- (Rupee One and Paise Fifty Only) perEquity Share of Face Value of Rs 10/- (Rupees Ten Only) each subject to approval of theShareholders at the ensuing 23rd (Twenty Third) Annual General Meeting.

The Dividend will be paid to the Shareholders whose names appear in the Register ofMembers of the Company as on Tuesday 18th July 2017 and in respect of sharesheld in dematerialised form it will be paid to Shareholders whose names are furnished byNational Securities Depository Limited (NSDL) and Central Depository Services (India)Limited (CDSL) as the beneficial owners as on that date. The Dividend payout for theFinancial Year under review is in accordance with the Company’s Dividend DistributionPolicy.

4. Particulars of Loans Guarantees and Investments

The details of Loans Guarantees and Investments covered under Section 186 of theCompanies Act 2013 form a part of the Notes to the Financial Statements provided in thisAnnual Report.

5. Share Capital

The Paid-up Equity Share Capital as on 31st March 2017 was Rs195128550/- (Rupees Nineteen Crore Fifty One Lakh Twenty Eight Thousand Five Hundredand Fifty Only). During the Financial Year under review the Company has allotted 57800(Fifty Seven Thousand Eight Hundred) Equity Shares of Face Value of Rs 10/- (Rupees TenOnly) each pursuant to exercise of Options by the employees of the Company under EmployeeStock Options Plan 2012 (ESOP 2012).

6. Management Discussion and Analysis Report

There is a separate section on Management Discussion and Analysis Report forming a partof the Annual Report of the Company which includes the following:

Industry Structure and Developments;

Discussion on Financial Performance with respect to Operational Performance;

Segment - wise or Product - wise Performance;

Material Developments in Human Resources / Industrial Relations front and Number ofpeople employed;

Opportunities and Threats;

Internal Control Systems and their Adequacy;

Risk and Concerns;

Outlook.

7. Godrej Agrovet Limited (Holding Company)

Godrej Agrovet Limited is inter-alia engaged in the business of manufactureand marketing of Animal Feeds Agricultural Inputs and Oil Palm. The shareholding ofGodrej Agrovet Limited in the Company as on 31st March 2017 was 55.54% [i.e.10837139 (One Crore Eight Lakh Thirty Seven Thousand One Hundred Thirty Nine) EquityShares of Face Value of Rs 10/- (Rupees Ten Only) each] of the Paid-up Equity ShareCapital of the Company.

8. Subsidiary Companies

Your Company had following Subsidiary Companies during the Financial Year 2016-17:

Report on Performance and Financial Position of Subsidiary Companies:

Report on Performance and Financial Position of each of the Subsidiary Companiesincluded in Consolidated Financial Statement forms a part of the Directors’ Reportand is annexed herewith in Form AOC-1 as ‘Annexure A’.

9. Consolidated Financial Statements

The Consolidated Financial Statements of your Company are prepared in accordance withthe relevant Indian Accounting Standards (Ind AS) i.e. Ind AS 110 issued by theInstitute of Chartered

Accountants of India (ICAI) and form a part of this Annual Report. Accordingly theAnnual Report of your Company does not contain the Financial Statements of its subsidiarycompanies. The Annual Accounts and related information of the Company’s subsidiarieswill be made available upon request. In accordance with Section 136 of the Companies Act2013 the Audited Financial Statements including Consolidated Financial Statements andrelated information of the Company and Audited Accounts of each of the Subsidiaries areavailable on the Company’s website viz. www.astecls.com. These documentswill also be available for inspection during all days except Saturdays Sundays and PublicHolidays between 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company’s RegisteredOffice in Mumbai Maharashtra (*).

The Company did not have any Joint Venture / Associate during the Financial Year underreview. The Company has 3 (three) Subsidiaries viz.:

(1) Behram Chemicals Private Limited

(2) Astec Europe Sprl and

(3) Comercializadora Agricola Agroastrachem Cia Ltda.

10. Directors

In accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith the Company’s Articles of Association Mr. Nadir B. Godrej Chairman andNon-Executive Non-Independent Director of the Company is liable to retire by rotation atthe forthcoming Annual General Meeting (AGM) and being eligible has offered himself forre-appointment. Appropriate resolution for re-appointment of Mr. Nadir B. Godrej asthe "Chairman and Director" is being moved at the ensuing 23rd(Twenty Third) AGM which the Board recommends for your approval.

Mr. Arijit Mukherjee Director of the Company was appointed as the "Whole TimeDirector" of the Company for a period of 3 (three) years with effect from 4thMay 2016 upto 3rd May 2019 on the terms and conditions as approved by theShareholders of the Company by way of passing of Special Resolution at the 22nd(Twenty Second) AGM of the Company held on 26th July 2016.

Mr. Nadir B. Godrej Mr. Balram Singh Yadav and Mr. Rakesh Dogra Directors of theCompany were appointed as "Additional Directors" of the Company upto theconclusion of the 22nd (Twenty Second) AGM. They were appointed as"Directors" of the Company as approved by the Shareholders of the Company by wayof passing of Ordinary Resolutions at the 22nd (Twenty Second) AGM held on 26thJuly 2016.

Mr. Vijay Kashinath Khot and Dr. Brahma Nand Vyas Directors of the Company wereappointed as "Independent Directors" of the Company for a term of 5 (five) yearswith effect from 29th January 2016 upto 28th January 2021 asapproved by the Shareholders of the Company by way of passing of Ordinary Resolutions atthe 22nd (Twenty Second) AGM of the Company held on 26th July 2016.Your Company has received declarations from Mr. Sitendu Sharma Mr. Vinod Malshe Dr.Leena Raje Mr. Vijay Kashinath Khot and Dr. Brahma Nand Vyas Independent Directors ofthe Company confirming that they meet the criteria of independence as prescribed underSection 149(6) of the Companies Act 2013 and Regulation 16(b) of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015.

Meetings:

The Board of Directors of your Company met 4 (four) times during the Financial Yearended 31st March 2017. The details of Board Meetings and the attendance of theDirectors thereat are provided in the Corporate Governance Report. The intervening timegap between two consecutive Meetings was within the period prescribed under the CompaniesAct 2013.

Board Evaluation:

The Board has carried out an Annual Performance Evaluation of its own performance theDirectors individually as well as the evaluation of the working of its Committees. Astructured questionnaire was prepared after taking into consideration various aspects ofthe Board’s functioning composition of the Board and its Committees cultureexecution and performance of specific duties obligations and governance. The performanceevaluation of the Chairman and Non - Independent Directors was carried out by theIndependent Directors. The confidential online questionnaire was responded to by all theDirectors and vital feedback was received from them on how the Board currently operatesand how it might improve its effectiveness. The Board of Directors has expressed itssatisfaction with the evaluation process.

Directors’ Responsibility Statement:

Pursuant to Section 134 of the Companies Act 2013 ("the Act") yourDirectors to the best of their knowledge and ability confirm as under:

a) that in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2017 the applicable Accounting Standards have been followed along withproper explanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently and suchjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2017 and the profit of the Company for the Financial Year ended as at that date;

c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets of the Company for preventing and detecting fraud and other irregularities;

d) that the Annual Accounts for the Financial Year ended 31st March 2017have been prepared on a going concern basis;

e) that proper Internal Financial Controls were in place and that the FinancialControls were adequate and were operating effectively;

f) that proper systems are in place to ensure compliance of all laws applicable to theCompany and that such systems are adequate and operating effectively.

11. Auditors

Statutory Auditors:

In terms of the provisions of Section 139(2) of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 pertaining to mandatory rotation of StatutoryAuditors your Company is required to appoint new Statutory Auditors in place of M/s. Shah& Kathariya Chartered Accountants Mumbai (Firm Registration Number: 115171W) theexisting Statutory Auditors at the ensuing 23rd (Twenty Third) AGM of theCompany.

Keeping in view the requirements set out in the Companies Act 2013 and Rules framedthereunder and based on the recommendation of the Audit Committee the Board of Directorshave recommended the appointment of M/s. B S R & Co. LLP Chartered Accountants (FirmRegistration Number: 101248W/W-100022) as the new Statutory Auditors for a term of 5(five) years to hold office from the conclusion of the 23rd (Twenty Third) AGMtill the conclusion of 28th (Twenty Eighth) AGM subject to approval of theShareholders at the ensuing 23rd (Twenty Third) AGM.

Your Company has obtained written confirmation from M/s. B S R & Co. LLP CharteredAccountants that they are eligible for appointment in terms of the said provisions of theCompanies Act 2013 and Rules framed thereunder and that they are not disqualified forappointment. The Auditors have also confirmed that they hold a valid certificate issued bythe Peer Review Board of the Institute of Chartered Accountants of India (ICAI).

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and the Companies (Cost Records and Audit) Rules 2014 the costrecords maintained by your Company are required to be audited. Your Directors had onrecommendation of the Audit Committee appointed M/s. NNT & Co. Cost AccountantsMumbai (Firm Registration Number: 28904) as the Cost Auditors of the Company for theFinancial Year 2016-17.

Secretarial Auditors:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 your Company hadappointed M/s. P. K. Pandya & Co. a firm of Company Secretaries in Practice(Certificate of Practice Number: 2311) Mumbai to undertake the Secretarial Audit of theCompany for the Financial Year 2016-17.

The Secretarial Audit Report issued by M/s. P. K. Pandya & Co. SecretarialAuditors for the Financial Year ended 31st March 2017 is annexed herewith as ‘AnnexureB’.

12. Composition of Audit Committee of the Board of Directors

Pursuant to the provisions of Section 177 of the Companies Act 2013 and Regulation 18of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Audit Committee of the Board of Directors comprisesof the following Members:-

Name of the Director Category
Mr. Sitendu Sharma Chairman (Independent Director)
Mr. Vinod Malshe Member (Independent Director)
Dr. Leena Raje Member (Independent Director)
Mr. Vijay Kashinath Khot Member (Independent Director)
Mr. Ashok V. Hiremath Member (Managing Director)
Mr. Balram Singh Yadav Member (Non-Executive Non-Independent Director)

Audit Committee Meetings were held 4 (four) times during the Financial Year 2016-17 (on4th May 2016 26th July 2016 27th October 2016 and 25thJanuary 2017). The Board has accepted all the recommendations of the Audit Committee.

13. Composition of Nomination and Remuneration Committee of the Board of Directors

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 19of the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 your Company has constituted its Nomination andRemuneration Committee comprising of the following Members:-

Name of the Director Category
Mr. Vinod Malshe Chairman (Independent Director)
Dr. Leena Raje Member (Independent Director)
Mr. Balram Singh Yadav Member (Non-Executive Non-Independent Director)

Nomination and Remuneration Committee Meetings were held 3 (three) times during theFinancial Year 2016-17 (on 4th May 2016 26th July 2016 and 25thJanuary 2017).

14. Corporate Social Responsibility ("CSR") Composition of CSR Committee ofthe Board of Directors:

Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 the CSR Committee of the Board ofDirectors comprises of the following Members:-

Name of the Director Category
Mr. Vinod Malshe Chairman (Independent Director)
Dr. Leena Raje Member (Independent Director)
Mr. Balram Singh Yadav Member (Non-Executive Non-Independent Director)
Mr. Ashok V. Hiremath Member (Managing Director)

CSR Committee Meetings were held 2 (two) times during the Financial Year 2016-17 (on 4thMay 2016 and 25th January 2017).

Areas of CSR Expenditure:

A brief outline of the Company’s CSR Policy including overview of projects orprograms proposed to be undertaken and a reference to the web-link to the CSR Policy is asunder: The CSR Policy of your Company aligns itself with the Godrej Group’s (Group)‘Good & Green’ vision of creating a more inclusive and greener India. Eachof your Company’s CSR projects are aligned with the Good & Green goals of theGroup and correspond to different items listed in Schedule VII of the Companies Act 2013.

Your Company aspires to become a sustainable Company through leadership commitmentmultiple stakeholder engagements and disciplined value chain mechanisms. YourCompany’s holistic approach towards sustainability not only manages its externalitiesbut also integrates the prevalent social and environmental issues into business strategiesto provide tangible solutions which benefit the communities around its manufacturing sitesbrings upliftment for holistic development of the communities.

The CSR Policy of your Company is uploaded on the website viz. www.astecls.com.

Amount of CSR spending:

Your Company was required to spend Rs 16.49 Lakh towards CSR Activities in terms ofprovisions of Section 135 of the Companies Act 2013 and the Companies (Corporate SocialResponsibility Policy) Rules 2014 during the Financial Year 2016-17. Your Company hasspent Rs 17.85 Lakh towards CSR Activities. Your Company is in process of taking updifferent projects for the improvement of sanitation health and education for the peoplein the areas where it operates.

Annual Report on CSR Activities:

The Annual Report on CSR Activities for the Financial Year 2016-17 is annexed herewithas ‘Annexure C’.

15. Risk Management

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas constituted a Risk Management Committee of the Board of Directors comprising of thefollowing Members:-

Name of the Member Category
Mr. Ashok V. Hiremath Chairman (Managing Director)
Mr. Balram Singh Yadav Member (Non-Executive Non-Independent Director)
Mr. Sitendu Sharma Member (Independent Director)
Mr. P. P. Manoj Member (Chief Financial Officer)

The details of the Risk Management Committee and its terms of reference are set out inthe Corporate Governance Report forming part of the Annual Report.

Your Company continuously monitors business and operational risks. All key functionsand divisions are independently responsible to monitor risks associated within theirrespective areas of operations such as production insurance legal and other issues likehealth safety and environment.

16. Related Party Transactions

All Related Party Transactions entered into by your Company during the Financial Year2016-17 were on arm’s length basis and in the ordinary course of business. There areno material significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company. Prior approval of the AuditCommittee of the Board of Directors was obtained for all the Related Party Transactions.Accordingly as per provisions of Sections 134(3)(h) and 188 of the Companies Act 2013read with Rule 8(2) of the Companies (Accounts) Rules 2014 regarding disclosure ofRelated Party Transactions in Form AOC-2 is not applicable. Attention of Shareholders isalso drawn to the disclosure of transactions with related parties set out in Note No. 38of Standalone Financial Statement forming part of the Annual Report. None of theDirectors have any pecuniary relationships or transactions vis--vis the Company.

The Company has entered into Related Party Transactions with Godrej Agrovet Limitedits Promoter based on considerations of various business exigencies such as synergy inoperations sectoral specialisation and the Company’s long term strategy for sectoralinvestments profitability legal requirements liquidity and capital resources. Allrelated party transactions are on arms’ length basis and are intended to further theCompany’s interests.

17. Policies of the Company

The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 ("Listing Regulations") mandated the formulationof certain policies for all listed companies. All our Corporate Governance Policies areavailable on the Company’s website viz. www.astecls.com. The Policies are reviewedperiodically by the Board and its Committees and are updated based on the need and newcompliance requirement.

The key policies that have been adopted by the Company are as follows:

Risk Management Policy The Company has in place a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational strategic financial security property regulatory reputational and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that at present there are no elements of risks which may threaten the existence of the Company.
Corporate Social Responsibility Policy The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board. This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to healthcare education sanitation environment etc.
Policy for determining Material Subsidiaries This Policy is used to determine the material subsidiaries and material non-listed Indian Subsidiaries of the Company and to provide the governance framework for them. At present your Company does not have any material subsidiary whose net worth exceeds 20% (twenty per cent) of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% (twenty per cent) of the consolidated income of the Company.
Nomination and Remuneration Policy This Policy formulates the criteria for determining qualifications competencies positive attributes and independence of a Director (Executive / Non-Executive) and also the criteria for determining the remuneration of the Directors Key Managerial Personnel and other Senior Management Employees.
Whistle Blower Policy / Vigil Mechanism Your Company has a Vigil Mechanism / Whistle Blower Policy which provides adequate safeguards against victimization of persons who use such mechanism and make provision for direct access to Mr. Sitendu Sharma Chairman of the Audit Committee in appropriate or exceptional cases.
Policy on Prevention of Sexual Harassment at Workplace Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment exploitation or intimidation. As required under the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013 your Company has constituted an Internal Complaints Committee (ICC) comprising of the following Members:
1) Ms. Tejal Jariwala Presiding Officer;
2) Dr. Leena Raje Member;
3) Mr. Ritesh Bhardwaj Member;
4) Ms. Sanjeevani Sadani Member;
5) Ms. Neera Nundy Member.
No complaints of sexual harassment were received during the Financial Year 2016-17.
Policy on Materiality of Related Party Transaction and dealing with Related This Policy regulates all transactions between the Company and its Related Parties.
Party Transaction Code of Conduct for
This Policy sets up an appropriate mechanism to curb Insider Trading.
Insider Trading
Policy on Criteria for determining Materiality of Events This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.
Policy for Maintenance and Preservation of Documents The purpose of this Policy is to specify the type of document(s) and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company including written printed and recorded matter and electronic forms of records.
Archival Policy This Policy was framed pursuant to the Regulation 30 of the Listing Regulations. As per this Policy your Company is required to disclose on its website all such events or information which have been disclosed to the Stock Exchanges where the securities of the Company are listed under Regulation 30 of Listing Regulations. Further such disclosures shall be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter as per this Policy of the Company.
Dividend Distribution Policy This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of Dividend so that the investor may know as to when and how much Dividend they may expect.

18. Managerial Remuneration

It is hereby confirmed that the remuneration paid to Directors Key ManagerialPersonnel and other Employees during the Financial Year 2016-17 was as per the Nominationand Remuneration Policy of the Company.

Disclosure as per provisions of Section 197 of the Companies Act 2013 and Rule 5 ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014

(i) The percentage increase in remuneration of each Director Chief Financial Officerand Company Secretary during the Financial Year 2016-17 and the ratio of the remunerationof each Director to the median remuneration of the employees of the Company for theFinancial Year 2016-17 is as under:

Name of Director/KMP and Designation Remuneration of Director / KMP for the Financial year 2016-17 (Rs in Lakh) % increase in Remuneration in the Financial year 2016-17 Ratio of Remuneration of each Director to Median Remuneration of Employees
Mr. Nadir B.
Godrej Chairman
Nil Not Applicable Nil
Non-Executive
Non- Independent Director
Mr. Ashok V. Hiremath
95.75 (0.022%) 1.29:1
Managing Director
Mr. Arijit Mukherjee
35.60 Not Applicable 0.48:1
Whole Time Director*
Mr. Balram Singh Yadav
Non-Executive Nil Not Applicable Nil
Non- Independent Director
Mr. Rakesh Dogra
Non-Executive Nil Not Applicable Nil
Non-Independent Director
Mr. Brahma Nand Vyas
Non-Executive Independent Nil Not Applicable Nil
Director
Mr. Vijay Kashinath Khot
Non-Executive Independent Director Nil Not Applicable Nil
Mr. Sitendu Sharma
Non- Executive Independent Director Nil Not Applicable Nil
Mr. Vinod Malshe
Non-Executive Independent Director Nil Not Applicable Nil
Dr. Leena Raje
Non-Executive Independent Director Nil Not Applicable Nil
Mr. Ravindra Inani
36.43 (10.60%)
Chief Financial Officer**
Mr. P. P. Manoj
13.14 Not Applicable
Chief Financial Officer*** Not Applicable
Ms. Tejal Jariwala
Company Secretary & Compliance Officer 8.78 21.95%

* Appointed as Whole Time Director with effect from 3rd May 2017 **Resignedwith effect from 31st May 2016 ***Appointed with effect from 26thJuly 2016

(ii) The percentage increase in the median remuneration of employees in the 50.10%
Financial Year
(iii) The number of permanent employees on the rolls of Company 247 as on 31st March 2017
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Average percentile decrease in Remuneration of Employees during the Financial Year 2016-17 was 0.08% as compared to Average percentile decrease in remuneration of Managerial Personnel which was
Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration.
0.11%.

19. Particulars of Employees

Statement of Employees as per Rules 2 and 3 of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 for the Financial Year 2016-17:- Therewere no employees except Mr. Ashok V. Hiremath Managing Director of the Company drawingremuneration more than as provided under Rule 5 sub-rule (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 during the FinancialYear 2016-17.

The statement showing details of Mr. Ashok V. Hiremath Managing Director as requiredunder Rule 5 sub-rule (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is as follows:-

Particulars Information
(i) Name of the Employee Mr. Ashok V. Hiremath
(ii) Designation of the Employee Managing Director
(iii) Remuneration received Rs 95.75/- Lakh
(iv) Nature of Employment whether contractual Contractual or otherwise
(v) Qualifications and Experience of Employee the M.A. Engineering (OXON) D.C.E. (London)
38 years of experience in agrochemical industry
(vi) Date of Commencement of Employment 25th January 1994
(vii) Age of the Employee 61 Years
(viii) Last employment held by the Employee Not Applicable before joining the Company
(ix) Percentage of Equity Shares held by Employee in the Company the 9.97% of the Paid-up Equity Share Capital
(x) Whether any such Employee is a Relative of No any Director or Manager of the Company and if so name of such Director or Manager

20. Disclosures as per the Companies (Accounts) Rules 2014

1 Change in Nature of Business if any None

2 Details of Directors / Key Managerial Personnel (KMP) who were appointed or haveresigned during the Financial Year 2016-17

Sr. No. Name of Director / KMP Date of Appointment / Re-appointment / Resignation
(i) Mr. Nadir B. Godrej Change in designation from "Additional Director" to
"Director" with effect from 26th July 2016.
(ii) Mr. Balram Singh Yadav Change in designation from "Additional Director" to
"Director" with effect from 26th July 2016.
(iii) Mr. Rakesh Dogra Change in designation from "Additional Director" to
"Director" with effect from 26th July 2016.
(iv) Mr. Arijit Mukherjee Change in designation from "Additional Director" to
"Director" and appointment as "Whole Time Director" with effect from 4th May 2016 for a term upto 3rd May 2019.
(v) Mr. Vijay Kashinath Khot Change in designation from "Additional Director" to
"Director" with effect from 26th July 2016.
(vi) Dr. Brahma Nand Vyas Change in designation from "Additional Director" to
"Director" with effect from 26th July 2016.
(vii) Mr. Ravindra Inani Resignation from post of "Chief Financial Officer" with effect from 31st May 2016.
(viii) Mr. P. P. Manoj Appointed as the "Chief Financial Officer" with effect from 26th July 2016.

21. Extract of Annual Return

The Extract of Annual Return as provided under sub-section (3) of Section 92 of theCompanies Act 2013 and the Companies (Management and Administration) Rules 2014 isgiven in Form MGT-9 and is annexed herewith as ‘Annexure D’ which formsa part of this Directors’ Report.

22. Investor Education and Protection Fund (IEPF)

Pursuant to the applicable provisions of the Companies Act 2013 read with theInvestors Education Provident Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("IEPF Rules") all the Unpaid or Unclaimed Dividends are requiredto be transferred to the IEPF established by the Central Government upon completion of 7(seven) years. Further according to the IEPF Rules the shares in respect of whichDividend has not been paid or claimed by the Shareholders for 7 (seven) consecutive yearsor more shall also be transferred to the demat account created by the IEPF Authority.Accordingly the Company shall transfer the Unclaimed and Unpaid Dividend. Further thecorresponding shares will be transferred as per IEPF Rules details of which are providedon our website viz. www.astecls.com.

23. Explanation or Comments by the Board on every Qualification Reservation or AdverseRemark or Disclaimer made by the Statutory Auditors and the Secretarial Auditors

There are no adverse remarks or qualifications reservations remarks or disclaimersmade by the Statutory Auditors in their Report for the Financial Year 2016-17.

The Secretarial Auditors in their Report for the Financial Year 2016-17 have given thefollowing remark:"As regards compliance with Regulation 30 of the ListingRegulations in respect of the Board Meeting held on 26th July 2016 althoughthe Company had duly communicated the outcome of the said Meeting to the Stock Exchangeswithin the prescribed time limit there was an inadvertent delay in intimating the time ofcommencement and conclusion of the Meeting."

Your Company had duly communicated the outcome of the Board Meeting held on 26thJuly 2016 to the Stock Exchanges within the prescribed time limit and the delay inintimating the time of commencement and conclusion of the Meeting was inadvertent.

24. Material Changes and Commitments if any affecting the Financial Position of theCompany which have occurred between the end of the Financial Year 2016-17 to which theFinancial Statements relate and the date of the Directors’ Report (i.e. from 1stApril 2017 upto 4th May 2017) if any

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the Financial Year 2016-17 to which theFinancial Statements relate and the date of the Directors’ Report (i.e. from 1stApril 2017 upto 4th May 2017).

25. Employee Stock Options Plan 2012 and Employee Stock Options Scheme 2015

Your Company has introduced the following Employee Stock Options Plan and Scheme:

Sr. No. Name of the Plan / Scheme Date of Shareholders’ Approval Exercise Price of Option
1) Employee Stock Special Resolution passed Rs 34/- (Rupees Thirty Four Only) per
Options Plan 2012 at the Extra-ordinary Option
("ESOP 2012") General Meeting held on
27th March 2012
2) Employee Stock Special Resolution passed The Company shall use Fair Value
Options Scheme 2015 at the 21st (Twenty First) Method to value its Options. The
("ESOS 2015") Annual General Meeting held on 22nd September 2015 Exercise Price for the Options will be the Closing Market Price of the Equity Shares of the Company listed on the recognized Stock Exchange as on the date immediately prior to the relevant date of the grant of the Options to the Eligible Employees and Eligible Directors.
Date of grant: 26th July 2016 – At
Rs 387.35/- per Option

The Compensation Committee of the Board of Directors administers and monitors the ESOP2012 and ESOS 2015. Your Company has received a certificate from the Statutory Auditors ofthe Company that the ESOP 2012 and ESOS 2015 have been implemented in accordance with theSecurities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014and the resolutions passed by the Shareholders. The Certificate would be kept open forinspection by the Shareholders at the ensuing 23rd (Twenty Third) AnnualGeneral Meeting.

The Disclosures as per Regulation 14 of the Securities and Exchange Board of India(Share Based Employee Benefit) Regulation 2014 have been put up the website of theCompany viz. www.astecls.com.

26. Listing Fees

Your Company has paid requisite annual listing fees to BSE Limited (BSE) and NationalStock Exchange of India Limited (NSE) where its securities are listed.

27. Research and Development (R&D)

Your Company continues to focus on R&D and strongly believes that productiveR&D is a keyingredientforsuccess.DuringtheFinancialYearunderreviewanumberofnewproductsweredevelopedand many cost reduction schemes were initiated.

28. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as ‘Annexure E’.

29. Depository System

Your Company’s Equity Shares are available for dematerialisation through NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL).

Appreciation

Your Directors wish to place on record their sincere appreciation for the support andco-operation received from the various Central and State Government Departmentsorganizations and agencies for their continued support and co-operation. The Directorsalso gratefully acknowledge all stakeholders of the Company viz. customers membersdealers vendors banks and other business partners for excellent support received fromthem during the Financial Year under review. Your Directors also express their warmappreciation to all the employees of the Company for their unstinted commitment andcontinued contribution to the Company.

Cautionary Statement

Statements in the Directors’ Report and the Management Discussion and AnalysisReport describing the Company’s objectives expectations or forecasts may beforward-looking within the meaning of applicable Securities laws and regulations. Actualresults may differ materially from those expressed in the Report. Important factors thatcould influence the Company’s operations include global and domestic demand andsupply conditions affecting selling prices of finished goods input availability andprices changes in government regulations tax laws economic developments within thecountry and other factors such as litigations and industrial relations.

For and on behalf of the Board of Directors of Astec LifeSciences Limited

Ashok V. Hiremath Arijit Mukherjee
Managing Director Whole Time Director
DIN: 00349345 DIN: 07334111
Place: Mumbai
Date: 4th May 2017