Astral Poly Technik Ltd.
|BSE: 532830||Sector: Industrials|
|NSE: ASTRAL||ISIN Code: INE006I01046|
|BSE LIVE 15:40 | 20 Feb||442.60||
|NSE LIVE 15:50 | 20 Feb||440.70||
|Mkt Cap.(Rs cr)||5302.35|
|Mkt Cap.(Rs cr)||5302.35|
Astral Poly Technik Ltd. (ASTRAL) - Director Report
Company director report
Your Directors have pleasure in presenting the 20th Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended 31st March 2016.
1. FINANCIAL HIGHLIGHTS:
The Standalone and Consolidated Financial Results for the year ended 31st March 2016are as follows:
(Rs. In Lacs)
During the year under review the Board of Directors declared and paid two InterimDividends totalling '0.40 (40%) per equity share compared to '0.375 (37.5%) dividend paidin the previous year. First Interim Dividend of '0.15 (15%) per equity share was declaredon 5th November 2015 and Second Interim Dividend of '0.25 (25%) per equity share wasdeclared on 10th March 2016. The said interim dividends have absorbed '479 Lacs duringthe year under review compared to '435 Lacs absorbed in the previous year. In order toconserve resources the Board of Directors has not recommended Final Dividend.
3. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:
Consolidated Net Sales has increased by 20% from '142938 Lacs to '171827Lacs.
Consolidated EBIDTA has increased by 22% from '16829 Lacs to '20515 Lacs.
Consolidated Net Profit has increased by 32% from '7590 Lacs to '10061 Lacs.
4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW:
During the year under review your Company has increased its installed capacityby 25% from 102371 MT to 127762 MT. Your Company has utilised its capacity to the tuneof 77909 MT. as against last year's figure of 69925 MT. which shows a utilisation growthof 11%.
During the year under review your Company has incurred capital expenditure tothe tune of '959 Lacs towards the purchase of land and '10308 Lacs towards plant &machineries factory building and other capital expenditure.
Your Company has acquired 32500 Sq. Meters land at Ghiloth Dist. AlwarRajasthan for its expansion plan of CPVC/PVC pipes & fittings.
5. MERGER & ACQUISITIONS:
During the year under review your Company has acquired balance equity stake of 24% inResinova Chemie Limited (Resinova) at a consideration of '7300 Lacs from Mr. Vijay Parikhmaking Resinova a wholly owned subsidiary of your Company.
Subsequent to the above the Board of Directors of Resinova and the other Subsidiary ofyour Company viz. Advanced Adhesives Limited (Advanced Adhesives) approved amalgamationof Resinova with Advanced Adhesives. The respective Companies filed the Scheme ofAmalgamation with the Hon'ble High Court of Gujarat ('the Court") for approval. Afterfollowing the due process the Court was pleased to sanction the Scheme vide order dated18th January 2016. The Court also approved the change of name of Advanced AdhesivesLimited to Resinova Chemie Limited as a part of the Scheme of Amalgamation. The saidScheme of Amalgamation became effective on 11th February 2016 upon filing of thecertified copy of the Court's order by the respective companies with the Registrar ofCompanies Gujarat. This amalgamation has resulted in consolidation of the businessoperations of the two subsidiary companies enhancing the scale of operations reductionin overhead and administrative expenditures and has provided significant impetus to thegrowth since both the companies are engaged in the similar areas of business. Postamalgamation your Company's holding in Resinova Chemie Limited (Formerly known asAdvanced Adhesives Limited) increased from 85% to 97.45%.
Seal IT Services Limited a UK based Subsidiary of your Company incorporated a whollyowned Subsidiary in the United States of America (USA) viz. Seal IT Services Inc. The saidnewly incorporated company acquired Silicone Tape business of Rowe Industries Inc. US ata consideration of US$ 3.25 million in May 2016.
6. PREFERENTIAL ISSUE:
Your Company made Preferential Issue of 1385204 equity shares to Mr. Vijay Parikh ata price of '425.93/- per share aggregating to '5900 Lacs. Entire proceeds of the issuehas been utilised for the purposes mentioned in the notice of postal ballot sent toshareholders and there is no unutilised amount as on 31st March 2016.
7. EMPLOYEES STOCK OPTION SCHEME:
Your Company approved formulation of Employee Stock Option Scheme ('ESOS') viz. AstralPoly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October2015. The said Scheme is administered by the Nomination & Remuneration Committee forthe benefit of employees of the Company. There is no material change in Astral ESOS 2015during the year under review and the Scheme is in compliance with Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014. The disclosures asrequired under Regulation 14 of the said regulations have been placed on the investorrelation page of the website of the Company at
8. SUBSIDIARY/ASSOCIATE COMPANIES:
As on 31st March 2016 your Company had 3 direct subsidiaries 2 step downsubsidiaries and 1 associate company. During the year under review Seal IT Services Inc.US became step down subsidiary of your Company as mentioned above in this report.
A statement containing salient features of the financial statements of subsidiary/jointventure/associate/companies in the prescribed format (i.e. Form AOC-1 as per Companies(Accounts) Rules 2014) is attached to the financial statements of the Company.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including consolidated financial statements and audited accounts of each ofthe subsidiary are made available on www.astralpipes.com.These documents will also be available for inspection during working hours at theRegistered Office of your Company at Ahmedabad Gujarat. Any member interested inobtaining such document may write to the Company Secretary and the same shall be furnishedon request.
9. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company prepared in accordance with theprovisions of the Companies Act 2013 SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and relevant Accounting Standards issued by the Instituteof Chartered Accountants of India form part of this Annual Report.
10. CREDIT RATING:
During the year under review your Company has been able to improve its Credit Ratingwith CRISIL even under difficult environment of the Indian Economy. Details of creditrating are as under:
11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report forms part this Directors' Report.
12. CORPORATE GOVERNANCE:
Corporate Governance Report forms part of this Directors' Report.
The Fixed Assets and Stocks of your Company are adequately insured.
14. FIXED DEPOSITS:
Your Company has not accepted any Fixed Deposits as defined under Section 73 of theCompanies Act 2013 and rules framed there under.
15. PARTICULARS OF LOANS GAURANTEES OR INVESTMENT:
Details of Loans Guarantees and Investments covered under the provisions of Section186 of the Companies Act 2013 are given in the notes to the Financial Statements.
16. CORPORATE SOCIAL RESPONSIBILITY:
In accordance with the provisions of section 135 of the Companies Act 2013 and therules made thereunder your Company has constituted Corporate Social ResponsibilityCommittee of Directors. The role of the Committee is to review CSR activities of theCompany periodically and recommend to the Board amount of expenditure to be spent on CSRannually.
Annual Report on CSR activities carried out by the Company during FY 2015-16 isenclosed as Annexure - A to this report.
17. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirements under Section 134(3)(c) of the Companies Act 2013 withrespect to Directors' Responsibility Statement your Directors hereby confirm thefollowing:
a) In the preparation of the annual accounts for the financial year ended 31st March2016 the applicable accounting standards have been followed;
b) The directors have selected such accounting policies and applied consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
c) The directors have taken proper and sufficient care towards the maintenance ofadequate accounting records in accordance with the provisions of the Companies Act 2013for safeguarding the assets of the Company and for preventing and detecting fraud andother irregularities;
d) The directors have prepared the annual accounts on a going concern basis;
e) The directors have laid down internal financial controls which are adequate andoperating effectively;
f) The directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and such systems are adequate and operating effectively.
M/s. Deloitte Haskins & Sells Chartered Accountants were appointed as StatutoryAuditors of your Company at the Annual General Meeting held on 25th August 2014 for aperiod of three years subject to ratification by members at every consequent AnnualGeneral Meeting. Therefore ratification of appointment of Statutory Auditors is beingsought from the members of the Company at the ensuing Annual General Meeting. Your Companyhas received a confirmation from the said Auditors to the effect that their appointmentif ratified at the ensuing Annual General Meeting would be in accordance with theprovisions of Section 141 of the Companies Act 2013.
The Auditors' Report does not contain any qualification reservation or adverse remark.
Pursuant to Section 148 of the Companies Act 2013 read with the Companies (CostRecords and Audit) Rules 2014 (including any statutory modifications and re-enactmentsthereof) the cost audit records maintained by the Company in respect of its plastic &polymers activity is required to be audited. Your Directors have on the recommendation ofthe Audit Committee appointed M/s V. H Savaliya & Associates Cost Accountants toaudit the cost accounts of the Company for the financial year 2016-17 at a remuneration of'1.25 Lacs. As required under the Companies Act 2013 the remuneration payable to thecost auditor is required to be placed before the members in a general meeting for theirratification. Accordingly a resolution seeking members' ratification for the remunerationpayable to M/s V. H Savaliya & Associates is included in the Notice convening theensuing Annual General Meeting.
Cost Audit Report for the year 2015-16 will be submitted to the Central Government indue course.
Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorsappointed Ms. Monica Kanuga Practising Company Secretary to undertake the SecretarialAudit of the Company for FY 2015-16. Secretarial Audit Report for FY 2015-16 is enclosedas Annexure - B to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
19. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:
Your Company has an Internal Financial Control System commensurate with the size scaleand complexity of its operations. Your Company has adopted proper system of InternalControl and Risk Management to ensure that all assets are safeguarded and protectedagainst loss from unauthorised use or disposition and that the transactions areauthorized recorded and reported quickly.
20. SIGNIFICANT AND MATERIAL ORDERS:
There are no significant and material orders passed by any regulator or court ortribunal impacting the going concern status and your Company's operations in future.
21. BOARD EVALUATION:
In compliance of the Companies Act 2013 and Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 the performanceevaluation of the Board / Committees were carried out. The evaluation process has beenexplained in the Corporate Governance Report.
22. RELATED PARTY TRANSACTIONS:
All the related party transactions entered into during the financial year under reviewwere in ordinary course of business and on an arm's length basis. There were no materiallysignificant transactions with related parties during the financial year which were inconflict with the interest of the Company.
All Related Party Transactions are placed before the Audit Committee and the Board forapproval. Prior omnibus approval of the Audit Committee is obtained for the transactionswhich are of a foreseen and repetitive nature. The transactions entered into pursuant tothe omnibus approval so granted are placed before the Audit Committee and the Board ofDirectors for their review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is uploaded on theCompany's website and the same can be accessed at
23. NUMBERS OF BOARD MEETINGS:
The Board of Directors met seven times during the year under review. The details ofBoard meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
Pursuant to Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Kyle A. Thompson is liable to retire by rotation at the ensuing AnnualGeneral Meeting and being eligible offers himself for re-appointment. The requisiteparticulars in respect of Director seeking re-appointment are given in CorporateGovernance Report.
The Company has received necessary declaration from each independent director undersection 149(7) of the Companies Act 2013 the he meets the criteria of independence laiddown in section 149(6) of the Companies Act 2013.
All the directors of the Company have confirmed that they are not disqualified frombeing appointed as directors in terms of Section164 of the Companies Act 2013.
Details of policy of appointment and remuneration of directors has been provided in theCorporate Governance Report.
25. CHANGES IN KEY MANAGERIAL PERSONNEL:
During the year under review there was no change in Key Managerial Personnel.
26. EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return in form MGT 9 is annexedherewith as Annexure - C to this report.
27. PARTICULARS OF EMPLOYEES:
A statement containing the names and other particulars of employees in accordance withthe provisions of section 197(12) of the Companies Act 2013 read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 is appendedas Annexure - D to this report.
No employee has received remuneration in excess of the limits set out in rules 5(2) and5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014during FY 2015-16.
28. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUTGO:
The particulars under Section 134(3)(m) with respect to conservation of energytechnology absorption and foreign exchange earnings and outgo pursuant to the Companies(Accounts) Rules 2014 are provided in the Annexure - E to the Report.
Your Company has maintained healthy cordial and harmonious industrial relations at alllevels. The enthusiasm and unstinted efforts of the employees have enabled your Company toremain at the forefront of the industry. Your directors place on record their sincereappreciation for significant contributions made by the employees through their dedicationhard work and commitment towards the success and growth of your Company. The Directorswish to thank Specialty Process LLC. U.S.A for the support extended to your Companythrough out the journey of your Company. Your Directors take this opportunity to place onrecord their sense of gratitude to the Banks Financial Institutions Central and StateGovernment Departments their Local Authorities and other agencies working with theCompany for their guidance and support.