You are here » Home » Companies » Company Overview » Astec Lifesciences Ltd

Astec Lifesciences Ltd.

BSE: 533138 Sector: Agri and agri inputs
NSE: ASTEC ISIN Code: INE563J01010
BSE LIVE 15:59 | 08 Dec 589.45 5.35
(0.92%)
OPEN

587.00

HIGH

599.60

LOW

586.00

NSE LIVE 15:57 | 08 Dec 589.55 5.40
(0.92%)
OPEN

588.10

HIGH

598.70

LOW

584.00

OPEN 587.00
PREVIOUS CLOSE 584.10
VOLUME 20539
52-Week high 674.00
52-Week low 171.10
P/E
Mkt Cap.(Rs cr) 1149.43
Buy Price 0.00
Buy Qty 0.00
Sell Price 589.45
Sell Qty 235.00
OPEN 587.00
CLOSE 584.10
VOLUME 20539
52-Week high 674.00
52-Week low 171.10
P/E
Mkt Cap.(Rs cr) 1149.43
Buy Price 0.00
Buy Qty 0.00
Sell Price 589.45
Sell Qty 235.00

Astec Lifesciences Ltd. (ASTEC) - Director Report

Company director report

To the Shareholders

Your Company’s Directors are pleased to present the 22nd (TwentySecond) Annual Report alongwith the Audited Financial Statements for the Financial Yearended 31st March 2016.

1. Highlights of Performance

Your Company’s performance during the Financial Year 2015-16 as compared with thatof the previous Financial Year 2014-15 is summarized below:- (Rs. in Lac)

Particulars Standalone Consolidated
2015-16 2014-15 2015-16 2014-15
Turnover (Gross) 25981.25 26793.17 27330.28 28317.70
Less: Excise Duty 1401.58 1629.53 1401.58 1629.53
Turnover (Net) 24579.67 25163.64 25928.70 26688.17
Other Income 218.66 182.18 320.28 93.41
Total Income 24798.33 25345.82 26248.98 26781.58
Profit before Interest and Depreciation 2485.19 5352.52 2675.74 5504.55
Less: Finance Charges 1249.46 1210.09 1280.62 1284.00
Less: Depreciation 1351.66 1199.81 1384.84 1268.73
Profit /(Loss) before Exceptional and Extra-
(115.93) 2942.62 10.28 2951.82
Ordinary Items and Tax
Less: Exceptional Items 1697.99 1693.83 1697.99 1693.83
Less: Extra-Ordinary Items/Prior Period Items 49.06 - - -
Profit /(Loss) Before Tax (1862.98) 1248.79 (1744.16) 1257.99
Less: Provision for Current Tax - 261.75 2.64 263.73
Less: Provision for Deferred Tax 314.74 149.23 314.74 155.62
Less: Adjustment of tax of previous years (Net) (155.11) (639.62) (155.11 ) (639.62)
Profit/(Loss) After Tax (2022.61) 1477.43 (1906.43) 1478.26
Profit /(Loss) after Tax available for appropriation (2022.61) 1477.43 (1916.40) 1477.54
Appropriation:
Proposed Dividend - 243.19 - 243.19
Tax on proposed Dividend - 49.79 - 49.79
Transfer to General Reserve - 50.00 - 50.00
Add : Adjustment in respect of overseas subsidiaries - - (9.44) -
Balance of Profit /(Loss) Carried Forward (2022.61) 1134.45 (1925.83) 1134.56

2. Review of Operations / State of Affairs Standalone:

For the Financial Year ended 31st March 2016 Operating Profit i.e.Earnings before Interest Tax Depreciation and Amortisation ("EBITDA") isRs.2485.19 Lac against Operating Profit of Rs.5352.52 Lac reported for the FinancialYear ended 31st March 2015. Loss After Tax is (Rs. 2022.60 Lac) for theFinancial Year ended 31st March 2016 as compared to the Profit After Tax ofRs. 1477.43 Lac reported for the Financial Year ended 31st March 2015.

Consolidated:

For the Financial Year ended 31st March 2016 Operating Profit i.e. EBITDAis Rs.2675.74 Lac against Operating Profit of Rs.5504.55 Lac reported for the FinancialYear ended 31st March 2015 Loss After Tax is (Rs.1916.40 Lac) for theFinancial Year ended 31st March 2016 as compared to the Profit After Tax ofRs.1477.54 Lac reported for the Financial Year ended 31st March 2015.

3. Dividend

In view of the losses incurred by your Company during the year under review and takinginto consideration the long-term interest of the Company to build a strong reserve baseand growth of the business no Dividend has been proposed to be declared in the FinancialYear 2015-16.

4. Particulars of Loans Guarantees and Investments

Details of Loans Guarantees and Investments covered under Section 186 of the CompaniesAct 2013 form a part of the Notes to the Financial Statements provided in this AnnualReport.

5. Share Capital

The Paid-up Equity Share Capital as on 31st March 2016 was Rs.1945.50 Lac.During the Financial Year under review the Company has not made any fresh issue ofshares.

6. Management Discussion and Analysis Report

There is a separate section on Management Discussion and Analysis Report forming a partof the Annual Report 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 numberof people 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 manufacture andmarketing of Animal Feeds Agricultural Inputs and Oil Palm.

Godrej Agrovet Limited entered into the Share Purchase Agreement dated 28thAugust 2015 with the ex-Promoters of the Company and the Company for acquiring at least45.29% of the Equity Share Capital of the Company and completed the acquisition of 45.29%of the Equity Share Capital of the Company from its ex-Promoters through an off-markettransaction on 12th October 2015 in accordance with the Securities andExchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations2011.

Pursuant to the execution of the said Share Purchase Agreement Godrej Agrovet Limitedmade a public announcement for acquiring 26.05% of the Equity Share Capital of the Companyfrom its public Shareholders on 28th August 2015 through Open Offer and inthat respect issued a Detailed Public Statement on 4th September 2015.Thereafter on 6th November 2015 majority of the Directors on the Boardconsisted of Directors nominated by Godrej Agrovet Limited. Consequently your Companybecame a subsidiary of Godrej Agrovet Limited with effect from 6th November2015. Further Godrej Agrovet Limited acquired 1360491 (6.99%) Equity Shares of theCompany on 16th December 2015 through Open Offer.

The aggregate shareholding of Godrej Agrovet Limited as on 31st March 2016was 53.64% (i.e. 10434880 Equity Shares of Face Value of Rs.10/- each) of the Paid-upEquity Share Capital of the Company.

8. Subsidiary Companies

Your Company had the following Subsidiary Companies during the Financial Year 2015-16:

Name of the Subsidiary Company Shareholding in % Nature of Activity Review of Operations and Financial Performance of Subsidiary Companies
1 Behram Chemicals Private Limited 65.63% This company has given its Plot at Mahad (Maharashtra) to Astec LifeSciences Limited on Leave and License basis. For the Financial Year ended 31st March 2016 Operating Profit i.e. EBITDA is Rs.9.43 Lac against Operating Profit of Rs.7.42 Lac reported for the Financial Year ended 31st March 2015 Profit After Tax is Rs.5.90 Lac for the Financial Year ended 31st March 2016 as compared to the Profit After Tax of Rs. 1.46 Lac reported for the Financial Year ended 31st March 2015.
2 Astec Europe Sprl 50.10% This company is a foreign subsidiary and has its Registered Office at Belgium Europe. It is engaged in the business of obtaining product registrations in conformity with local laws of that country. The Company is yet to start any major commercial activity. For the period ended 31st December 2015 Operating Profit i.e. EBITDA was Rs.23.67 Lac against Operating Profit of Rs.0.13 Lac reported for the period ended 31st December 2014 Profit After Tax was Rs.23.29 Lac for the period ended 31st December 2015 as compared to Profit / (Loss) After Tax of (Rs. 7.38 Lac) reported for the period ended 31st December 2014.
3 Comercializadora Agricola Agroastrachem Cia Ltda 100% This company is a foreign subsidiary and has its Registered Office at Bogota Colombia. It is engaged in the business of obtaining conformity with local laws of that country. The Company is yet to start any major commercial activity For the period ended 30th September 2015 Operating Profit i.e. EBITDA was loss of Rs.(3.64 Lac) and Profit / (Loss) After Tax was (Rs.3.64 product registrations in Lac).
4 Astec Crop Care Private Limited In terms of the Share Purchase Agreement executed between the Company its ex-Promoters and Godrej Agrovet Limited the Company has completed the sale of 100% of the total Paid-up Equity Share Capital held by it in Astec Crop Care Private Limited ("ACCPL") to Mr. Ashok V. Hiremath and Mr. Varun Hiremath. Consequent to the completion of sale ACCPL has ceased to be a subsidiary of the Company with effect from 17th February 2016.

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 Board’s Report andis 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 Accounting Standards (AS) viz. AS-21 issued by the Institute of CharteredAccountants of India and form a part of this Annual Report. Accordingly the Annual Reportof your Company does not contain the financial statements of its subsidiaries. The AnnualAccounts and related information of the Company’s subsidiaries will be made availableupon request. In accordance with Section 136 of the Companies Act 2013 the AuditedFinancial Statements including Consolidated Financial Statements and related informationof the Company and Audited Accounts of each of the subsidiaries are available on theCompany’s website www.astecls.com. These documents will also be available forinspection during all days except Saturdays Sundays and Public Holidays between 10.00a.m. (IST) to 4.00 p.m. (IST) at the Company’s Registered Office in MumbaiMaharashtra.

10. Directors

In terms of the Share Purchase Agreement dated 28th August 2015 executedamongst the Company its ex-Promoters and Godrej Agrovet Limited and on recommendations ofthe Nomination and Remuneration Committee Mr. Nadir B. Godrej and Mr. Balram Singh Yadavwere appointed as Additional Directors of the Company with effect from 12thOctober 2015. Further Mr. Laxmikant Kabra and Dr. P. L. Tiwari Directors of the Companyresigned from directorship with effect from 12th October 2015.

Further on recommendation of the Nomination and Remuneration Committee Mr. S.Varadaraj Mr. Rakesh Dogra and Mr. Arijit Mukherjee were appointed as AdditionalDirectors of the Company with effect from 6th November 2015 and Mr. JanakRawal Whole Time Director of the Company and Mr. Mandar Patil and Mr. Mohammed ZakirIndependent Directors of the Company resigned from directorship of the Company with effectfrom 6th November 2015.

Subsequently Mr. S. Varadaraj resigned from directorship with effect from the close ofthe business hours on 29th January 2016.

Your Directors wish to place on record their appreciation for the contribution made byMr. Laxmikant Kabra Dr. P. L. Tiwari Mr. Janak Rawal Mr. Mandar Patil Mr. MohammedZakir and Mr. S. Varadaraj during their tenure as Directors of the Company.

Pursuant to Section 149 of the Companies Act 2013 and Rule 4 of the Companies(Appointment  & Qualification of Directors) Rules 2014 and Regulation 17(1) ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 based on recommendations of the Nomination andRemuneration Committee Dr. Brahma Nand Vyas and Mr. Vijay Kashinath Khot were appointedas the Independent Directors of the Company for a term of 5 (Five) consecutive yearsstarting from 29th January 2016 upto 28th January 2021. TheseIndependent Directors shall not be liable to retire by rotation. Your Company has receiveddeclarations from these Independent Directors of the Company confirming that they meet thecriteria of independence as prescribed under Section 149(6) of the Companies Act 2013 andRegulation 16(b) of the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015.

Further the Board of Directors based on the recommendations of the Nomination andRemuneration Committee Mr. Arijit Mukherjee has been appointed as "Whole TimeDirector" of the Company for a period of 3 (Three) years with effect from 4thMay 2016 upto 3rd May 2019 subject to the approval of Shareholders of theCompany.

Notices under Section 160 of the Companies Act 2013 have been received proposingcandidatures of Mr. Nadir B. Godrej Mr. Balram Singh Yadav Mr. Rakesh Dogra Mr. ArijitMukherjee Dr. Brahma Nand Vyas and Mr. Vijay Kashinath Khot for the positions ofDirectors of the Company. Appropriate resolutions for appointment of the aforesaidDirectors are being moved at the ensuing Annual General Meeting which the Boardrecommends for your approval.

Meetings:

The Board of Directors of your Company met 6 (Six) times during the Financial Yearended 31st March 2016. The details of Board Meetings and the attendanceof the Directors are provided in the Corporate Governance Report. The intervening gapbetween the consecutive Meetings was within the period prescribed under the Companies Act2013 and the Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015.

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 expressed theirsatisfaction with the evaluation process.

Directors’ Responsibility Statement:

Pursuant to Section 134 of the Companies Act 2013 your Directors to the best oftheir knowledge and ability confirm as under:

a) that in the preparation of the annual accounts the applicable accounting standardshave been followed along with proper 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 at the end of the Financial Yearand of the profit or loss of the Company for that period;

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 have 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 placeto ensure compliance of all laws applicable to the Company and that such systems areadequate and operating effectively.

11. Auditors

Statutory Auditors:

Your Company’s Statutory Auditors M/s. Shah & Kathariya CharteredAccountants Mumbai (Firm Regn. No.: 115171W) who retire at the ensuing Annual GeneralMeeting of the Company are eligible for re-appointment. As required under the provisionsof Sections 139 and 141 of the Companies Act 2013 and the Companies (Audit &Auditors) Rules 2014 your Company has obtained written confirmation from M/s. Shah &Kathariya Chartered Accountants that they are eligible for re-appointment in terms of thesaid provisions of the Companies Act 2013 and Rules made thereunder. The Auditors havealso confirmed that they hold a valid certificate issued by the Peer Review Board of theInstitute of Chartered Accountants of India. The Board recommends the re-appointmentof M/s. Shah & Kathariya as the Statutory Auditors of the Company from the conclusionof this Annual General Meeting till the conclusion of next Annual General Meeting.

Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 the cost audit records maintained by your Company arerequired to be audited. Your Directors have on recommendation of the Audit Committeeappointed M/s. NNT & Co. Cost Accountants Mumbai (Firm Regn. No.: 28904) as the CostAuditors of the Company for the Financial 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 hasappointed M/s. P. K. Pandya & Co. a firm of Company Secretaries in Practice (C.P. No.2311) Mumbai to undertake the Secretarial Audit of the Company for the Financial Year2016-17.

The Secretarial Audit Report issued by M/s. Vikas R. Chomal & AssociatesSecretarial Auditors for the Financial Year ended 31st March 2016 is annexedherewith as ‘Annexure B’.

12. Composition of Audit Committee of the Board of Directors

The Audit Committee of the Board of Directors comprises of the following Members:-

Name of the Member Designation
1. Mr. Sitendu Sharma Chairman
2. Mr. Vinod Malshe Member
3. Dr. Leena Raje Member
4. Mr. Balram Singh Yadav Member
5. Mr. Ashok V. Hiremath Member

Audit Committee Meetings were held 4 (Four) times during the Financial Year 2015-16 (on16th May 2015 25th July 2015 6th November 2015 and29th January 2016). The Board has accepted all the recommendations of theAudit Committee.

13. Nomination and Remuneration Committee of the Board of Directors

The Nomination and Remuneration Committee of the Board of Directors comprises of thefollowing Members:-

Name of the Member Designation
1. Mr. Vinod Malshe Chairman
2. Dr. Leena Raje Member
3. Mr. Balram Singh Yadav Member

Nomination and Remuneration Committee Meetings were held 6 (Six) times during theFinancial Year 2015-16 (on 16th May 2015 25th July 2015 12thOctober 2015 6th November 2015 29th January 2016 and 28thMarch 2016).

14. Corporate Social Responsibility ("CSR") CSR Committee of the Board ofDirectors:

The CSR Committee of the Board of Directors comprises of the following Members:-

Name of the Member Designation
1. Mr. Vinod Malshe Chairman
2. Dr. Leena Raje Member
3. Mr. Balram Singh Yadav Member
4. Mr. Ashok V. Hiremath Member

CSR Committee Meetings were held 4 (Four) times during the Financial Year 2015-16 (on16th May 2015 25th July 2015 6th November 2015 and29th January 2016).

Areas of CSR Expenditure:

As a part of your Company’s CSR initiatives the Company has undertaken projectsin the areas of Education Environment Health Water and Sanitation and othersocio-economic activities. Your Company has volunteered its resources to the extent thatit can reasonably afford attain and improve health environment and education and hastaken social initiatives which will help improve the quality of life of the people aroundthe areas in which it operates. These projects are in accordance with Schedule VII to theCompanies Act 2013. During the Financial Year 2014-15 your Company had taken up aproject for betterment of health and sanitation facilities in Asanpoi ZP School at Mahadwhich included construction of new toilets provision for clean and hygienic drinkingwater and providing support for further education to deserving students. Your Directorsare pleased to inform that your Company has successfully completed this project during theFinancial Year 2015-16. Other major initiatives taken by your Company during the FinancialYear 2015-16 are contribution to Isha Vidhya Foundation (Education for rural children) andcontribution to Psychoanalytic Therapy & Research Center (Mental Health).

Amount of CSR spending:

Your Company was required to spend Rs. 2585877/- (Rupees Twenty Five Lac Eighty FiveThousand Eight Hundred Seventy Seven Only) towards CSR Activities in terms of provisionsof Section 135 of the Companies Act 2013 and the Companies (Corporate SocialResponsibility Policy) Rules 2014 during the Financial Year 2015-16. Your Company hasspent Rs. 1618945/- (Rupees Sixteen Lac Eighteen Thousand Nine Hundred Forty Five Only)towards CSR Activities. Your Company is in process of taking up different projects for theimprovement of sanitation health and education for the people in the areas where itoperates.

Annual Report on CSR Activities:

The Annual Report on CSR Activities is annexed herewith as ‘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 Designation
1. Mr. Ashok V. Hiremath Chairman
2. Mr. Sitendu Sharma Member
3. Mr. Balram Singh Yadav Member
4. Mr. Ravindra Inani Member

The details of Committee and its terms of reference are set out in the CorporateGovernance Report forming part of the Directors’ 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 Year2015-16 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 of the Company was obtained for all the Related PartyTransactions. Accordingly the disclosure of Related Party Transactions as required underSection 134(3)(h) of the Companies Act 2013 in Form AOC-2 is not applicable. Attention ofShareholders is also drawn to the disclosure of transactions with related parties as setout in Note No. 33 of Standalone Financial Statements forming a part of the AnnualReport. None of the Directors have any pecuniary relationships or transactions vis--visthe Company.

17. Policies of the Company

The Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 mandated the formulation of certain policies for alllisted companies. All our Corporate Governance Policies are available on theCompany’s website www.astecls.com. The Policies are reviewed periodically by theBoard and its Committees and are updated based on the need and new compliancerequirement.

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

Risk Management Policy This policy deals with identification of risks and your Company has formed a Risk Management Committee in order to ensure implementation of the policy. The Board of Directors of your Company are of the opinion that at present there are no elements of risks which may threaten the existence of the Company.
Corporate Social Responsibility Policy This policy outlines the Company’s strategy to bring about a positive impact on society through activities and programs 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% of the consolidated Net Worth of your Company in the immediately preceding Accounting Year or has generated 20% 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 victimisation of persons who use such mechanism and make provision for direct access to the Chairman of the Audit Committee in appropriate or exceptional cases.
Policy on Prevention of Sexual Harassment at Work Place 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;
2) Ms. Nidhi Jagnani;
3) Mrs. Carmen Viegas;
4) Mrs. Niyati Jadhav;
5) Mrs. Hephzibah Jayaraj;
6) Ms. Madhuri Gaurav;
7) Mr. C. Kirubasekaran.
No complaints of sexual harassment were received during the
Financial Year 2015-16.
Policy on Materiality of Related Party Transaction and dealing with Related Party Transaction This policy regulates all transactions between the Company and its Related Parties.
Code of Conduct for Insider Trading The policy sets up an appropriate mechanism to curb 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 Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015.
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 Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015. 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 Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015. Accordingly as per this policy your Company is required to disclose on its website all such events or information which has been disclosed to Stock Exchanges where the securities of the Company are listed under Regulation 30 of the Securities and Exchange Board of India (Listing Obligations & Disclosure Requirements) Regulations 2015. 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.

18. Managerial Remuneration

It is hereby confirmed that the remuneration paid is as per the Nomination andRemuneration policy for Directors Key Managerial Personnel and other Employees.

Disclosure as per the provisions of Section 197 of the Companies Act 2013 and Rule 5of 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 2015-16 ratio of the remuneration of eachDirector to the median remuneration of the employees of the Company for the Financial Year2015-16 and comparison of remuneration of each Key Managerial Personnel (KMP) against theperformance of the Company are as under:

Name of Director / KMP and Designation Remuneration of Director / KMP for the Financial Year 2015-16 (Amount in Rs.) % increase in Remuneration in the Financial Year 2015-16 Ratio of remuneration of each Director to median remuneration of employees Comparison of the Remuneration of KMP against the performance of the Company
1 Mr. Nadir B. Nil Not Nil Not Applicable
Godrej Chairman Non-Executive Applicable
Non- Independent Director**
2 Mr. Ashok V. Hiremath Managing Director 9797835 104.12% 49.35 : 1 Given the good business performance of the Company during the Financial Year 2014-15 appropriate reward by way of merit increase has been awarded to him by way of passing Special Resolution at the 21st Annual General Meeting of the Company held on 22nd September 2015. Further the Board has proposed increased / re-alignment of his remuneration at the ensuing 22 nd Annual General Meeting.
3 Mr. Balram Nil Not Nil Not Applicable
Singh Yadav Applicable
Non-Executive
Non- Independent Director**
4 Mr. Rakesh Nil Not Nil Not Applicable
Dogra Non- Executive Non- Independent Director**** Applicable
5 Mr. Arijit Mukherjee Non-Executive Non-Independent Director**** Nil Not Applicable Nil Not Applicable
6 Dr. Brahma Nand Vyas Non-Executive Independent Director****** Nil Not Applicable Nil Not Applicable
7 Mr. Vijay Nil Not Nil Not Applicable
Kashinath Khot Non-Executive Independent Director****** Applicable
8 Mr. Sitendu Sharma Non- Executive Independent Director Nil Not Applicable Nil Not Applicable
9 Mr. Vinod Malshe Non- Executive Independent Director Nil Not Applicable Nil Not Applicable
10 Dr. Leena Raje Non-Executive Independent Director Nil Not Applicable Nil Not Applicable
11 Mr. Laxmikant Kabra Non- Executive Non- Independent Director* Nil Not Applicable Nil Not Applicable
12 Dr. P. L. Tiwari Non- Executive Non-Independent Director* Nil Not Applicable Nil Not Applicable
13 Mr. Janak Rawal Whole Time Director*** 1164515 20% 5.87:1 Salary increase during the year was in line with the Company’s market competitiveness.
14 Mr. Mandar Patil Non- Executive Independent Director*** Nil Not Applicable Nil Not Applicable
15 Mr. Mohammed Zakir Non- Executive Independent Director*** Nil Not Applicable Nil Not Applicable
16 Mr. S. Varadaraj Non-Executive Non- Independent Director***** Nil Not Applicable Nil Not Applicable

 

17 Mr. Ravindra Inani Chief Financial Officer 4075236 19.79% Not Applicable Salary increase during the year were in line with Company’s market competitiveness.
18 Ms. Tejal Jariwala Company 720000 20% Not Applicable
Secretary & Compliance Officer

*Resigned from directorship w.e.f. 12th October 2015

** Appointed as Additional Director w.e.f. 12th October 2015

***Resigned from directorship w.e.f. 6th November 2015

****Appointed as Additional Director w.e.f. 6th November 2015

*****Appointed as Additional Director w.e.f. 6th November 2015 and resignedfrom directorship w.e.f. 29th January 2016

******Appointed as Additional Director w.e.f. 29th January 2016

(ii) The percentage increase in the median remuneration of employees in the Financial Year 3.87%
(iii) The number of permanent employees on the rolls of Company 245 as on 31st March 2016
(iv) Relationship between average increase in remuneration and Company performance Average increase in the remuneration was 11.98%. The average increase in remuneration was in line with the Company's market competitiveness.
(v) Variations in the market capitalization of the Company The market capitalization as on 31st March 2016 was Rs.384.63 Crore (Rs.286.86 Crore as on 31st March 2015).
(vi) Variations in the Price Earnings ratio of the Company Price Earnings ratio as on 31st March 2016 was (Rs.19.09/-) (Rs.18.64/- as on 31st March 2015). Diluted Earning Per Share & price of the National Stock Exchange of India Limited is considered (since it has highest trading volume) for calculation of Price Earnings Ratio.
(vii) Percentage increase over / decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer The Company had come out with the Initial Public Offer (IPO) in 2009. An amount of Rs.1000/- invested in the said IPO is worth Rs.2410.97/- as on 31st March 2016 indicating an increase of 141.09%. This is excluding the dividend accrued thereon.

19. Particulars of employees

There were no employees except Mr. Ashok V. Hiremath Managing Director of the Companydrawing remuneration more than as provided under Rule 5 sub-rule (2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 during the FinancialYear 2015-16.

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 Employee Mr. Ashok V. Hiremath
(ii) Designation of the employee Managing Director
(iii) Remuneration received Rs.9797835/-
(iv) Nature of employment whether contractual or otherwise Mr. Ashok V. Hiremath is a Promoter of the Company
(v) Qualifications and experience of the Employee M. A. Engineering (Oxon) D.C.E. (London); Over 37 years of experience in Chemical Industry
(vi) Date of commencement of employment 25th January 1994
(vii) Age of such employee 60 Years
(viii) The last employment held by such employee before joining the company Not Applicable
(ix) The percentage of equity shares held by the employee in the company 10.00% of the Paid-up Equity Share Capital as on 31st March 2016
(x) Whether any such employee is a relative of any director or manager of the company and if so name of such director or manager Not Applicable

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

1 Change in nature of business if any None
2 Details of Directors/KMP who were appointed or have resigned during the year
Name of Director/KMP Date of Appointment/Re-appointment/Resignation
(i) Mr. Ashok V. Hiremath Re-appointed as a "Managing Director" for a term of 3 (three) years at the 21st Annual General Meeting of the Company held on 22nd September 2015 with effect from 20th January 2015 upto 19th January 2018.
(ii) Mr. Janak Rawal Re-appointed as a "Whole Time Director" for a term of 3 (three) years at the 21st Annual General Meeting of the Company held on 22nd September 2015 with effect from 20th January 2015 upto 19th January 2018 and he resigned from directorship with effect from 6th November 2015.
(iii) Mr. Sitendu Sharma Appointed as an "Independent Director" for a term of
5 (five) years at the 21st Annual General Meeting of the Company with effect from 22nd September 2015 upto 21st September 2020.
(iv) Mr. Vinod Malshe Appointed as an "Independent Director" for a term of
5 (five) years at the 21st Annual General Meeting of the Company with effect from 22nd September 2015 upto 21st September 2020.
(v) Dr. Leena Raje Appointed as an "Independent Director" for a term of 5 (five) years at the 21st Annual General Meeting of the Company with effect from 22nd September 2015 upto 21st September 2020.
(vi) Mr. Laxmikant Kabra Resigned from directorship with effect from 12th October 2015.
(vii) Dr. P. L. Tiwari Resigned from directorship with effect from 12th October 2015.
(viii) Mr. Nadir B. Godrej Appointed as an "Additional Director" with effect from
12th October 2015 and "Chairman" with effect from 6th November 2015.
(ix) Mr. Balram Singh Yadav Appointed as an "Additional Director" with effect from 12th October 2015.
(x) Mr. Rakesh Dogra Appointed as an "Additional Director" with effect from 6th November 2015.
(xi) Mr. Arijit Mukherjee Appointed as an "Additional Director" with effect from 6th November 2015.
(xii) Mr. S. Varadaraj Appointed as an "Additional Director" with effect from 6th November 2015 and resigned with effect from 29th January 2016.
(xiii) Mr. Mandar Patil Appointed as an "Independent Director" for a term of 5 (five) years at the 21st Annual General Meeting of the Company with effect from 22nd September 2015 upto 21st September 2020 and resigned from directorship with effect from 6th November 2015.
(xiv) Mr. Mohammed Zakir Appointed as an "Independent Director" for a term of 5 (five) years at the 21st Annual General Meeting of the Company with effect from 22nd September 2015 upto 21st September 2020 and resigned from directorship with effect from 6th November 2015.
(xv) Mr. Vijay Kashinath Khot Appointed as an "Independent Director" with effect from 29th January 2016 for a term of 5 (five) years with effect from 29th January 2016 i.e. upto 28th January 2021 subject to the approval of the Shareholders at the ensuing General Meeting.
(xvi) Dr. Brahma Nand Vyas Appointed as an "Independent Director" with effect from 29th January 2016 for a term of 5 (five) years with effect from 29th January 2016 i.e. upto 28th January 2021 subject to the approval of the Shareholders at the ensuing General Meeting.
3 Names of companies which have become or have ceased to be its subsidiaries joint ventures associate companies during year Astec Crop Care Private Limited ceased to be the Subsidiary of the Company with effect from 17th or February 2016. the
4 Details of Deposits covered (i) under Chapter V of Companies Act 2013 Accepted during the year: Nil
(ii) Remained unpaid or unclaimed during the year: Nil
(iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so number of such cases and total amount involved:
a. At the beginning of the year : Nil
b. Maximum during the year : Nil
c. At the end of the year : Nil
5 Details of significant and material No orders passed by the regulators by or courts or tribunals impacting the going concern status and company’s operations in future (iv) Details of Deposits which are not in compliance with the requirements of Chapter V of the Act : None significant and material orders have been passed the regulators or courts or tribunals which impact the going concern status and Company’s operations in future.
6 Details in respect of adequacy of internal financial controls with reference to the financial statement Adequate internal control checks are available in the opinion of the Board of Directors.

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 Report.

22. Explanation or comments by the Board on every qualification reservation or adverseremark on disclaimer made by the Statutory Auditors and the Secretarial Auditors

There are no adverse remarks or qualifications reservations or disclaimers made byeither Statutory Auditors or Secretarial Auditors in their reports for the Financial Year2015-16 and therefore no explanations are required to be given by the Board of Directors.

23. Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the Financial Year 2015-16 to which theFinancial Statements relate and date of report (i.e. from 1st April 2016 upto4th May 2016) if any

There are no material changes and commitments affecting the financial position of theCompany which have occurred between the end of the Financial Year 2015-16 to which thefinancial statement relates and the date of the Report (i.e. from 1st April2016 upto 4th May 2016).

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

Your Company has introduced following ESOP Schemes:

Name of Scheme Date of Shareholders’ Approval Exercise Price of Option
1) Employee Stock Options Plan 2012 ("ESOP 2012") Special Resolution passed at the Extra- ordinary General Meeting held on 27th March 2012 Rs.34/- (Rupees Thirty Four Only) per Option
2) Employee Stock Options Scheme 2015 ("ESOS 2015") Special Resolution passed at the 21st Annual General Meeting held on 22nd September 2015 The Company shall use Fair Value Method to value its Options. The 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.

The Compensation Committee of the Board administers and monitors the ESOP 2012 and ESOS2015. Your Company has received a certificate from the Statutory Auditors of the Companythat the Schemes have been implemented in accordance with the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 and the resolution passedby the Shareholders. The Certificate would be placed at the Annual General Meeting forinspection by Shareholders.

Particulars ESOP 2012 ESOS 2015
Disclosure as per Rule 12(9) of the Companies (Share Capital and Debenture) Rules 2014
A Options granted 121000 Nil
B Options vested 32400 Nil
C Options exercised - Nil
D Total number of shares arising as a result of exercise of Option - Nil
E Options lapsed 5000 Nil
F Exercise Price Rs.34/- (Rupees Thirty Four Only) per Option The Company shall use Fair Value Method to value its options. The 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.
G Variation of terms of Options None None
H Money realized by exercise of Options Nil Nil
I Total number of Options in force 88600 Nil
J *Employee wise details of Options granted to
(i) Key Managerial Personnel Mr. Ravindra Inani Nil
Chief Financial
Officer - 10000
Options
(ii) Any other employee who receives a grant of Options in any one year of Option amounting to five percent or more of options granted during that year (a) Mr. C. Kirubasekaran Vice- President Marketing- 10000 Options; Nil
(b) Mr. Vivek Thorat General Manager (Operations)- 10000 Options;
(c) Mr. Valmik Dhakane Dy. General Manager- 10000 Options.
(iii) Identified employees who were granted Option during any one year equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant None Not Applicable
*This information pertains to the number of Options granted during the Financial Year 2015-16
K Pricing Formula L Diluted Earnings Per Share (EPS) pursuant to issue of shares on exercise of Option calculated in accordance with Accounting Standard (AS) 20 ‘Earnings Per Share’. Intrinsic Value Method Diluted EPS (Before Extra-ordinary & Prior period items)– Rs.10.10 Diluted EPS (After Extra-ordinary & Prior period items)– Rs.10.35 Fair Value Method Not Applicable
M Where the company has calculated the employee compensation cost using the intrinsic value of the Stock Options the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the Options shall be disclosed. The impact of this difference on profits and on EPS of the Company shall also be disclosed. The Company has calculated the employee compensation cost using the intrinsic value of stock Options. Had the fair value method been used in respect of stock Options granted the employee compensation cost would have been higher by Rs. 532626/-. Profit after tax would be lower by Rs. 532626/- and basic EPS would have been lower by 0.03. Not Applicable
N Weighted-average exercise prices and weighted-average fair values of Options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Weighted average exercise price of the Options granted during the year is Rs. 34/-. Weighted Average fair value of the Option granted during the year is Rs. 104.19/- per Option for Options granted on 31st January 2015 and Rs. 113.59/- per Option for Options granted on 16th May 2015. Not Applicable
O A description of the method and significant assumptions used during the year to estimate the fair values of Options including the following weighted-average information: Not Applicable
(i) risk-free interest rate 8.17 % to 8.32%
(ii) expected life 1 to 4 Years
(iii) expected volatility 50% to 206%
(iv) expected dividends and 10% to 12.5%
(v) the price of the underlying share in market at For Options the time of Option grant. granted on
31st January 2015 -
Rs. 127.70
For Options granted
on 16th May 2015 -
Rs. 138

Disclosure as per Regulation 14 of the Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014

a Any material change in the scheme(s) and whether the scheme(s) is / are in compliance with the regulations

 

ESOP 2012 There was no material change in the Scheme and the Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014.
ESOS 2015 There was no material change in the Scheme and the Scheme is in compliance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 however the Compensation Committee of the Board of Directors at its Meeting held on 4th May 2016 has decided to alter / amend / vary the exercise period of vested Options under ESOS 2015 which was earlier 7 (seven) years from the date of vesting to make it more consistent with Godrej Agrovet Limited Holding Company (i.e. 3 (three) years). Necessary resolution is being moved at the ensuing General Meeting for the approval of Shareholders.

b Following disclosures are made on the website of the Company www.astecls.com:

A. Relevant disclosures in terms of the ‘Guidance note on accounting for employeeshare-based payments’ issued by Institute of Chartered Accountants of India(‘ICAI’) or any other relevant accounting standards as prescribed from time totime.

ESOP 2012 Equity settled stock options granted to employees pursuant to the Company’s stock option schemes are accounted for as per the intrinsic value method prescribed by Employee Stock Option Scheme and permitted by the Securities and Exchange Board of India (Share Bases Employee Benefits) Regulations 2014 and the Guidance Note on Share Based Payment issued by the ICAI. The intrinsic value of the Option being excess of market value of the underlying share at the date of grant of Option over its exercise price is recognised as deferred employee compensation with a credit to Employees Stock Options Outstanding Account.
The deferred employee compensation is amortized to Statement of Profit and Loss on straight line basis over the vesting period of the Option. In case of forfeiture of Option which is not vested amortised portion is reversed by credit to employee compensation expense. In a situation where the stock Option expires unexercised the related balance standing to the credit of the Employees Stock Options Outstanding Account are transferred to the General Reserve.
ESOS 2015 Not Applicable

B. Diluted EPS on issue of shares pursuant to all the schemes covered under theregulations shall be disclosed in accordance with ‘Accounting Standard 20 - EarningsPer Share’ issued by ICAI or any other relevant accounting standards as prescribedfrom time to time.

ESOP 2012 Diluted EPS (Before Extra-ordinary & Prior period items) – Rs.10.10/-
Diluted EPS (After Extra-ordinary & Prior period items) – Rs.10.35/-
ESOS 2015 Not Applicable

 

C. Details related to ESOS

 

ESOP 2012 (i) A description of each ESOS that existed at any time during the year including the general terms and conditions of each ESOS including -
(a) Date of shareholders’ approval: 27th March 2012
(b) Total number of Options approved under ESOS: 500000 Options
(c) Vesting requirements:
(a) The Options granted by the Compensation Committee shall vest & may be exercised in the following manner:
(i) 40% of the options at the end of One year from the date of grant.
(ii) 30% of the options at the end of the Two years from the date of grant.
(iii) 20% of the Options at the end of the Three years from the date of grant.
(iv) 10% of the options at the end of Four Year form the date of grant.

The Options other than those vested in the first lot shall vest on a yearly basis. TheOptions under the first lot shall vest at the end of One year from the date of grant.

(d) Exercise price or pricing formula: Rs.34/- per Option

(e) Maximum term of options granted: Options can be exercised within 7 years from thedate of vesting.

(f) Source of shares (primary secondary or combination): Primary (g) Variation interms of options: None (ii) Method used to account for ESOS : Intrinsic Value Method

(iii) Where the Company opts for expensing of the Options using the intrinsic value ofthe Options the difference between the employee compensation cost so computed and theemployee compensation cost that shall have been recognized if it had used the fair valueof the Options the impact of this difference on profits and on EPS of the Company: TheCompany has calculated the employee compensation cost using the intrinsic value of stockoptions. Had the Fair Value Method been used in respect of stock Options granted theemployee compensation cost would have been higher by Rs. 532626/-. Profit aftertax would be lower by Rs. 532626/- and basic EPS would have been lower by 0.03.

(iv) Option movement during the year (For each ESOS):

Particulars ESOP 2012
Number of Options outstanding at the beginning of the period 414000 Options
Number of Options granted during the year 40000 Options
Number of Options forfeited / lapsed during the year 5000 Options
Number of Options vested during the year 32400 Options
Number of Options exercised during the year Nil
Number of shares arising as a result of exercise of options Nil
Money realized by exercise of Options (INR) if scheme is implemented directly by the company Nil
Loan repaid by the Trust during the year from exercise price received Not Applicable
Number of Options outstanding at the end of the year 88600 Options
Number of Options exercisable at the end of the year 32400 Options

(v) Weighted-average exercise prices and weighted-average fair values of Options shallbe disclosed separately for Options whose exercise price either equals or exceeds or isless than the market price of the stock: Weighted average exercise price of the Optionsgranted during the year is Rs. 34/-. Weighted Average Fair Value of the Option grantedduring the year is Rs. 104.19/- per Option for Options granted on 31st January2015 and Rs. 113.59/- per Option for Options granted on 16th May 2016.

(vi) Employee wise details (name of employee designation number of options grantedduring the year exercise price) of options granted to -(a) Senior Managerial Personnel:Mr. Ravindra Inani Chief Financial Officer - 10000 Options

(b) any other employee who receives a grant in any one year of option amounting to 5%or more of Option granted during that year: (a) Mr. C. Kirubasekaran Vice- PresidentMarketing- 10000 Options; (b) Mr. Vivek Thorat General Manager (Operations)- 10000Options; (c) Mr. Valmik Dhakane Dy. General Manager- 10000 Options.

(c) identified employees who were granted Option during any one year equal to orexceeding 1% of the issued capital (excluding outstanding warrants and conversions) of theCompany at the time of grant: Not Applicable (vii) A description of the method andsignificant assumptions used during the year to estimate the Fair Value of Optionsincluding the following information: (a) the weighted-average values of share priceexercise price expected volatility expected option life expected dividends therisk-free interest rate and any other inputs to the model: Weighted Average price - forOptions granted on 31st January 2015 - Rs. 127.7/-; for Options granted on 16thMay 2016 - Rs. 138/- Risk Free Interest Rate - 8.23% to 8.25% Expected life - 1 to 4Years Expected volatility - 50% to 206% Expected dividend - 10% to 12.5% (b) the methodused and the assumptions made to incorporate the effects of expected early exercise: BlackScholes Method (c) how expected volatility was determined including an explanation of theextent to which expected volatility was based on historical volatility; and whether andhow any other features of the Option grant were incorporated into the measurement of fairvalue such as a market condition: The following factors have been considered:

- The Closing price of the Company’s shares on the National Stock Exchange ofIndia Limited (NSE) on the date previous to grant date.

- Adjustment of the aforesaid closing price for the expected dividend yield over theexpected life of the Options.

- Zero coupon Government Bond rate representing the risk free interest rate.

- The expected life of the Options i.e. the period upto the vesting date plus theaverage of the exercise period corresponding to each vesting.

- Implied volatility of the Company’s stock price on NSE based on the price dataof last one year upto the date of grant.

- Exercise price has been adopted as given by the Company.

ESOS 2015 (i) A description of each ESOS that existed at any time during the year including the general terms and conditions of each ESOS including -
(a) Date of shareholders’ approval: 22nd September 2015
(b) Total number of Options approved under ESOS: 500000 Options

(c) Vesting requirements:

(a) The Options granted by the Compensation Committee shall vest and may be exercisedin the following manner: (i) 40% of the Options at the end of One year from the date ofgrant.

(ii) 30% of the Options at the end of the Two years from the date of grant.

(iii) 20% of the Options at the end of the Three years from the date of grant.

(iv) 10% of the Options at the end of Four years form the date of grant.

(d) Exercise price or pricing formula: The Exercise Price for the Options will be theClosing Market Price of the Equity Shares of the Company listed on the recognized StockExchange as on the date immediately prior to the relevant date of the Grant of the Optionsto the Eligible Employees and Eligible Directors.

(e) Maximum term of Options granted: Options can be exercised within 7 years from thedate of vesting.

(f) Source of shares (primary secondary or combination): Primary

(g) Variation in terms of Options: Maximum period of exercise of Options upon vestingwill be reduced to 3 (three) years subject to approval of Shareholders at the ensuingAnnual General Meeting.

(ii) Method used to account for ESOS : Fair Value Method

(iii) Where the Company opts for expensing of the Options using the Intrinsic Value ofthe Options the difference between the employee compensation cost so computed and theemployee compensation cost that shall have been recognized if it had used the Fair Valueof the Options the impact of this difference on profits and on EPS of the Company: NotApplicable (iv) Option movement during the year (For each ESOS): Not Applicable (v)Weighted-average exercise prices and weighted-average fair values of Options shall bedisclosed separately for Options whose exercise price either equals or exceeds or is lessthan the market price of the stock: Not Applicable (vi) Employee wise details (name ofemployee designation number of Options granted during the year exercise price) ofOptions granted: The Company has not granted any Options under ESOS 2015 during theFinancial Year 2015-16.

(vii) A description of the method and significant assumptions used during the year toestimate the fair value of Options including the following information: Not Applicable

D. Details related to ESPS
ESOP 2012 Not Applicable
ESOS 2015 Not Applicable
E. Details related to SAR
ESOP 2012 Not Applicable
ESOS 2015 Not Applicable
F. Details related to GEBS / RBS
ESOP 2012 Not Applicable
ESOS 2015 Not Applicable
G. Details related to Trust
ESOP 2012 Not Applicable
ESOS 2015 Not Applicable

25. Listing Fees

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

26. Research and Development (R&D)

Your Company continues to focus on R & D and strongly believes that a productive R& D is a key ingredient for success. During the year number of new products weredeveloped and many cost reduction schemes were initiated.

27. 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’.

28. Depository System

Your Company’s equity shares are available for dematerialization through NationalSecurities Depository Limited and Central Depository Services (India) Limited.

Appreciation

Your Directors wish to record their appreciation for the support and co-operationreceived from the various Central and State Government Departments Organizations andAgencies for the continued help and co-operation extended by them. The Directors alsogratefully acknowledge all stakeholders of the Company viz. customers members dealersvendors banks and other business partners for excellent support received from them duringthe year. Your Directors express their warm appreciation to all the employees of theCompany for their unstinted commitment and continued contribution to the Company.

Cautionary Statement

Statements in the Board’s Report and the Management Discussion and Analysis Reportdescribing the Company’s objectives expectations or forecasts may be forward-lookingwithin the meaning of applicable Securities laws and regulations. Actual results maydiffer materially from those expressed in the statement. Important factors that couldinfluence the Company’s operations include global and domestic demand and supplyconditions affecting selling prices of finished goods input availability and priceschanges in government regulations tax laws economic developments within the country andother 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 Director
(DIN: 00349345) (DIN: 07334111)
Place: Mumbai
Date: 4th May 2016

Upgrade To Premium Services

Welcome User

Business Standard is happy to inform you of the launch of "Business Standard Premium Services"

As a premium subscriber you get an across device unfettered access to a range of services which include:

  • Access Exclusive content - articles, features & opinion pieces
  • Weekly Industry/Genre specific newsletters - Choose multiple industries/genres
  • Access to 17 plus years of content archives
  • Set Stock price alerts for your portfolio and watch list and get them delivered to your e-mail box
  • End of day news alerts on 5 companies (via email)
  • NEW: Get seamless access to WSJ.com at a great price. No additional sign-up required.
 

Premium Services

In Partnership with

 

Dear Guest,

 

Welcome to the premium services of Business Standard brought to you courtesy FIS.
Kindly visit the Manage my subscription page to discover the benefits of this programme.

Enjoy Reading!
Team Business Standard