Your Directors have pleasure in presenting the 21st Annual Report of your Companytogether with the Audited Statements of Accounts for the year ended 31st March 2017.
1. FINANCIAL HIGHLIGHTS:
The Standalone and Consolidated Financial Results for the year ended 31st March 2017are as follows:
(Rs in Lacs)
|Particulars ||Standalone ||Consolidated |
| ||FY 16-17 ||FY 15-16 ||FY 16-17 ||FY 15-16 |
|Income from Operations (Net) ||147477 ||131802 ||188884 ||167780 |
|Other Income ||825 ||208 ||912 ||233 |
|Total Income ||148302 ||132010 ||189796 ||168013 |
|Total Expenditure ||126776 ||115225 ||162503 ||147023 |
|Profit Before Depreciation Interest and Tax ||21526 ||16785 ||27293 ||20990 |
|Finance Cost ||1429 ||2764 ||1840 ||3024 |
|Depreciation and amortization expense ||4173 ||3544 ||5020 ||4179 |
|Profit Before Exceptional Items & Tax ||15924 ||10477 ||20433 ||13787 |
|Exceptional Items ||- ||(83) ||(98) ||(83) |
|Share of loss of joint venture ||- ||- ||(262) ||(555) |
|Profit Before Tax ||15924 ||10394 ||20073 ||13149 |
|Tax expense ||5261 ||3109 ||5616 ||2956 |
|Profit for the year ||10663 ||7285 ||14457 ||10193 |
|Other Comprehensive Income (net of tax) ||(16) ||(50) ||(45) ||(63) |
|Total Comprehensive Income ||10647 ||7235 ||14412 ||10130 |
|Attributable to: || || || || |
|Shareholders of the Company ||10647 ||7235 ||14424 ||10031 |
|Non-Controlling Interest ||- ||- ||(12) ||99 |
|Surplus in Statement of Profit & Loss ||35938 ||29600 ||33652 ||24518 |
|Amount Available For Appropriation ||46585 ||36835 ||48076 ||34549 |
|Dividend (Including Tax) - Interim ||288 ||577 ||288 ||577 |
|- Final ||- ||320 ||- ||320 |
|Total Dividend ||288 ||897 ||288 ||897 |
|Balance carried to Balance Sheet ||46297 ||35938 ||47788 ||33652 |
Your Directors have recommended a Final Dividend of Rs 0.30 (i.e. 30%) per equity sharefor the financial year ended 31st March 2017 subject to approval of members in theensuing Annual General Meeting. During the year under review Interim Dividend of Rs 0.20per equity share was declared and paid. The final dividend and interim dividend willabsorb Rs 598 Lacs during the year under review compared to Rs 479 Lacs absorbed in theprevious year.
3. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:
Consolidated Net Sales has increased by 13% from Rs167780 Lacs to Rs 188884Lacs.
Consolidated EBIDTA has increased by 30% from Rs 20990 Lacs to Rs 27293 Lacs.
Consolidated Net Profit has increased by 42% from Rs 10193 Lacs to Rs 14457Lacs.
4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW:
During the year under review your Company has increased its installed capacityby 8% from 127762 MT to 137708 MT. Your Company has utilised its capacity to the tuneof 87694 MT. as against last years figure of 77909 MT. which shows a utilisationgrowth of 13%.
During the year under review your Company has incurred capital expenditure tothe tune of Rs 2526 Lacs towards the purchase of land and Rs 6944 Lacs towards plant& machineries factory building and other capital expenditure.
Your Company has acquired land admeasuring 20000 sq mtrs at Ghiloth dist.Alwar Rajatshan in addition to 32500 sq mtrs of land already acquired. The constructionof factory building is under process.
5. LAUNCH OF NEW BRANDS
Your Directors are pleased to inform that during the year under review your Company didbackward integration and started its own CPVC compounding facility. In August 2016 yourCompany launched its own brand viz. ASTRAL CPVC PRO for plumbing application andsubsequently launched ASTRAL FIRE PRO for fire application and ASTRAL CHEM PRO forindustrial application.
6. SUBSIDIARY/ASSOCIATE COMPANIES:
As on 31st March 2017 your Company had 3 direct subsidiaries 1 step down subsidiaryand 1 associate company. Calder Distribution Limited UK based step down subsidiary ofyour Company was wound up during the year under review.
A statement containing salient features of the financial statement 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 available on www.astralpipes.com. These documents will also beavailable for inspection during working hours at the registered office of your Company atAhmedabad Gujarat. Any member interested in obtaining such document may write to theCompany Secretary and the same shall be furnished on request.
7. CONSOLIDATED FINANCIAL STATEMENTS:
The Consolidated Financial Statements of your Company prepared in accordance with theprovisions of the Companies Act 2013 Listing (Obligations and Disclosure Requirement)Regulations 2015 and applicable Accounting Standards issued by the Institute of CharteredAccountants of India form part of this Annual Report.
8. CREDIT RATING:
During the year under review your Company has been able to maintain its Credit Ratingwith CRISIL even under challenging environment of the Indian Economy. Details of creditrating are as under:
|Particulars ||Revised Rating ||Previous Rating ||Remarks |
|Long term rating ||CRISIL AA-/Stable ||CRISIL AA-/Stable ||Reaffirmed |
|Short term rating ||CRISIL A1+ ||CRISIL A1+ ||Reaffirmed |
|Commercial Paper ||CRISIL A1+ ||CRISIL A1+ ||Reaffirmed |
9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:
Management Discussion and Analysis Report prepared pursuant to SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 forms part this DirectorsReport.
10. CORPORATE GOVERNANCE:
Corporate Governance Report prepared pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Directors Report.
11. BUSINESS RESPONSIBILITY REPORT:
Business Responsibility Report prepared pursuant to SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 forms part of this Directors Report.
The Fixed Assets and Stocks of your Company are adequately insured.
13. FIXED DEPOSITS:
Your Company has not accepted any Fixed Deposits as defined under Section 73 of theCompanies Act 2013 and rules framed there under.
14. 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.
15. 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 2016-17 isenclosed as Annexure - A to this report.
16. 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 March2017 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 goingconcern basis; e) The directors have laid down internal financial controls which areadequate and operating effectively; f) The directors have devised proper systems to ensurecompliance with the provisions of all applicable laws and such systems are adequate andoperating effectively.
17. AUDITORS: Statutory Auditors:
Pursuant to the provisions of section 139 of the Companies Act 2013 and as per theresolution passed by the members of Company at their Annual General Meeting held on 25thAugust 2014 the tenure of M/s Delloitte Haskins & Sells as the Statutory Auditors ofthe Company will expire on the conclusion of the ensuing Annual General Meeting.
M/s. S R B C & Co. LLP Chartered Accountants are recommended to be appointed asStatutory Auditors of your Company at the ensuing Annual General Meeting to be held on 8thAugust 2017 for a period of five years subject to ratification by members at everyconsequent Annual General Meeting. S R B C & Co. LLP is a part of the S.R.Batliboi& Affiliates network of audit firms registered with the Institute of CharteredAccountants of India. All the constituent firms of S.R. Batliboi are member firms in Indiaof Ernst & Young Global Limited (E&Y). Your Company has received a confirmationfrom the said Auditors to the effect that their appointment if made at the ensuingAnnual General Meeting would be in accordance with the provisions of Section 141 of theCompanies Act 2013.
The Auditors Report does not contain any qualification reservation or adverseremark.
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 2017-18 at a remuneration ofRs 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 theremuneration payable to M/s V. H Savaliya & Associates is included in the Noticeconvening the ensuing Annual General Meeting.
Cost Audit Report for the year 2016-17 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 2016-17. Secretarial Audit Report for FY 2016-17 is enclosedas Annexure - B to this report.
The Secretarial Audit Report does not contain any qualification reservation or adverseremark.
18. 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.
19. 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 Companys operations in future.
20. 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 was carried out. The evaluation process has beenexplained in the Corporate Governance Report.
21. RELATED PARTY TRANSACTIONS:
Pussuant to the provisions of section 188 of Companies Act 2013. All the related partytransactions entered into during the financial year under review were in ordinary courseof business and on an arms length basis. There were no materially significanttransactions with related parties during the financial year which were in conflict withthe interest of the Company. Accordingly information in form AOC-2 is not annexed.
All Related Party Transactions are placed before the Audit Committee and the Board 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 theCompanys website and the same can be accessed athttp://astralpipes.com/SystemUpload/InvestorRelationPDF/108_L.pdf. The details of thetransactions with Related Party are provided in the accompanying financial statements.
22. NUMBERS OF BOARD MEETINGS:
The Board of Directors met five times during the year under review. The details ofBoard Meetings and the attendance of the Directors are provided in the CorporateGovernance Report.
Mrs. Jagruti S. Engineer was on the recommendation of Nomination and RemunerationCommittee re-appointed as a Whole-time Director of your Company by the Board of Directorsfor a period of 3 years w.e.f. 1st May 2017. The said re-appointment is subject toapproval of members of the Company in ensuing Annual General Meeting.
Pursuant to Section 152 of the Companies Act 2013 and the Articles of Association ofthe Company Mr. Anil Kumar Jani 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 that 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.
24. CHANGES IN KEY MANAGERIAL PERSONNEL:
During the year under review there was no change in Key managerial Personnel.
25. 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.
26. EMPLOYEES STOCK OPTION SCHEME
Your Company approved formulation of Employee Stock Option Scheme (ESOS)viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) inOctober 2015. The said scheme is administered by the Nomination and RemunerationCommittee for the benefit of the employees of the Company. During the year under review16282 stock options had vested exercised by eligible employees and 16282 equity shareswere alloted by your Company on 26th November 2016. Further on 30th March 2017 21600stock options were granted by your Company to eligible employees. There is no materialchange in Astral ESOS 2015 during the year under review and the Scheme is in compliancewith Securities and Exchange Board of India (Share Based Employee Benefits) Regulations2014. The disclosures as required under Regulation 14 of the said regulations have beenplaced on the investor relation page of the website of the Company athttp://astralpipes.com/investor-relation.aspx.
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 2016-17.
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 Companythroughout 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.
|On behalf of the Board of Directors ||On behalf of the Board of Directors |
|Sandeep P. Engineer ||Jagruti S. Engineer |
|Managing Director ||Whole Time Director |
|Date : 30th May 2017 || |
|Place : Ahmedabad || |