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Astec Lifesciences Ltd.

BSE: 533138 Sector: Agri and agri inputs
NSE: ASTEC ISIN Code: INE563J01010
BSE 00:00 | 23 Jul 1383.90 16.20
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NSE 00:00 | 23 Jul 1384.50 20.25
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OPEN 1385.00
PREVIOUS CLOSE 1367.70
VOLUME 5637
52-Week high 1528.00
52-Week low 908.55
P/E 41.86
Mkt Cap.(Rs cr) 2,711
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 1385.00
CLOSE 1367.70
VOLUME 5637
52-Week high 1528.00
52-Week low 908.55
P/E 41.86
Mkt Cap.(Rs cr) 2,711
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Astec Lifesciences Ltd. (ASTEC) - Director Report

Company director report

FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2019

TO THE MEMBERS:

Your Directors have pleasure in presenting this 25th (TwentyFifth) Directors' Report along with the Audited Financial Statements for theFinancial Year ended 31st March 2019.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company's financial performance during the Financial Year2018-19 as compared to that of the previous Financial Year 2017-18 is summarized below:-

( र in Lakh)

Standalone Consolidated
Particulars
2018-19 2017-18 2018-19 2017-18
Revenue from Operations 43090.12 37084.52 43090.12 37084.52
Other Income 1110.07 810.62 1115.66 810.62
Total Income 44200.19 37895.14 44205.78 37895.14
Total Expenses 38620.86 32742.57 38615.37 32739.19
Profit /(Loss) Before Exceptional Items and Tax 5579.33 5152.57 5590.41 5155.95
Less: Exceptional Gain/(Loss) - 415.21 - 415.21
Profit /(Loss) Before Tax 5579.33 5567.78 5590.41 5571.16
Less: Current Tax 1528.88 1737.13 1530.88 1738.51
Less: Deferred Tax 442.22 206.99 442.94 207.77
Less: Adjustment for Tax of previous years (Net) 39.63 126.58 40.05 121.14
Profit/(Loss) After Tax 3568.60 3497.08 3576.54 3503.74
Other Comprehensive Income (Net of Tax) 18.69 (28.30) 19.45 (28.89)
Total Comprehensive Income 3587.29 3468.78 3595.99 3474.85
Total Comprehensive Income attributable to:
- Owners of Astec LifeSciences Limited N.A. N.A. 3593.13 3461.51
- Non-controlling interests N.A. N.A. 2.86 13.34

(N.A.: Not Applicable)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY AND ITSSUBSIDIARIES: REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:

Your Company manufactures agrochemical active ingredients (technical)bulk and formulations intermediate products and sells its products in India as well asexports them to approximately 24 countries.

Your Company continues to maintain strong performance for the FinancialYear 2018-19 with Revenue from Operations of the business growing by 16.2% and ProfitBefore Tax (PBT) excluding Exceptional Items increasing to र 5590.41 Lakh from र 5155.95 Lakh for the previous Financial Year 2017-18.

During the Financial Year 2018-19 revenue growth was supported both bythe export business and the domestic business. Going forward your Company will continueto focus on both the markets and develop manufacturing capabilities which should cater tothe key changes emerging in agrochemical industry. Your Company will keep on workingtowards adding new multinational customers for ensuring sustained business growth.

There has been no change in the nature of business of your Companyduring the Financial Year 2018-19.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE SUBSIDIARIES OF THECOMPANY:

Your Company had the following 3 (three) subsidiaries during theFinancial Year (F.Y.) 2018-19:-

(i) Behram Chemicals Private Limited:

During the Financial Year ended 31st March 2019 BehramChemicals Private Limited reported Profit Before Tax of र 10.36 Lakh as compared toProfit Before Tax of र 6.53 Lakh during the previous Financial Year 2017-18.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (BogotaColumbia):

For the year ended 31st March 2019 ComercializadoraAgricola Agroastrachem Cia Ltda reported Loss Before Tax of (` 0.05) Lakh as compared toLoss Before Tax of (` 1.42) Lakh reported during the previous year.

(iii) Astec Europe Sprl (Belgium Europe):

During the year ended 31st March 2019 Astec Europe Sprlreported Profit Before Tax of ` 0.75 Lakh as compared to Loss Before Tax of (` 1.75) Lakhreported during the previous year.

3. DIVIDEND:

Your Directors have recommended a Final Dividend of 15% (Fifteen percent) on the Equity Share Capital of your Company i.e. र 1.50 (Rupee One and PaiseFifty Only) per Equity Share of Face Value of र 10/- (Rupees Ten Only) each for theFinancial Year ended 31st March 2019 subject to approval of the Shareholdersat the ensuing 25th (Twenty Fifth) Annual General Meeting of the Company. TheDividend will be paid to the Shareholders whose names appear in the Register of Members ofthe Company as on Friday 19th July 2019 and in respect of shares held indematerialized form it will be paid to Shareholders whose names are furnished by NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL) as the beneficial owners as on that date. The Dividend payout for the FinancialYear under review is in accordance with the Company's Dividend Distribution Policy.

4. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to any reserveduring the Financial Year ended 31st March 2019.

5. PARTICULARS OF LOANS INVESTMENTS AND GUARANTEES:

The details of Loans Investments and Guarantees covered under Section186 of the Companies Act 2013 form a part of the Notes to the Financial Statementsprovided in this Annual Report.

6. FINANCE:

Your Company continues to manage its treasury operations efficientlyand has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2018-19 ICRA Limited have assigned theCredit Ratings for र 45500 Lakh Line of Credit (LOC) and र 10000 LakhCommercial Paper programme availed by the Company as under:-

1. Long-term rating from "[ICRA]A" (pronounced ‘ICRAA') to "[ICRA]A+" (pronounced ‘ICRA A plus') which was furtherupgraded to "[ICRA]AA-" (pronounced ‘ICRA double A minus');

2. Short-term rating from "[ICRA]A1" (pronounced ‘ICRA Aone') to "[ICRA]A1+" (pronounced ‘ICRA A one plus'); and

3. Commercial Paper programme at "[ICRA]A1+" (pronounced‘ICRA A one plus').

7. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on 31stMarch 2019 was र 250000000/- (Rupees Twenty Five Crore Only) comprising of25000000 (Two Crore Fifty Lakh) Equity Shares of Face Value of र 10/- (Rupees TenOnly) each. The Paid-up Equity Share Capital as on 31st March 2019 was र195526550/- (Rupees Nineteen Crore Fifty Five Lakh Twenty Six Thousand Five Hundred andFifty Only) comprising of 19552655 (One Crore Ninety Five Lakh Fifty Two Thousand SixHundred Fifty Five Only) Equity Shares of Face Value of र 10/- (Rupees Ten Only)each.

During the Financial Year under review the Company has allotted 25000(Twenty Five Thousand) Equity Shares of Face Value of र 10/- (Rupees Ten Only) eachpursuant to exercise of Options by the employees of the Company under Employees StockOption Plan 2012 (ESOP 2012) and Employees Stock Option Scheme 2015 (ESOS 2015).

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year underreview as stipulated under Regulation 34(2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part of theAnnual Report.

9. HOLDING COMPANY:

Godrej Agrovet Limited a listed company (listed on BSE Limited andNational Stock Exchange of India Limited) is inter-alia engaged in the businessof manufacture and marketing of animal feeds agricultural inputs and oil palm and is theHolding Company of your Company. The shareholding of Godrej Agrovet Limited in the Companyas on 31st March 2019 was 57.67% [i.e. 11275466 (One Crore TwelveLakh Seventy Five Thousand Four Hundred Sixty Six) Equity Shares of Face Value of र10/- (Rupees Ten Only) each] of the Paid-up Equity Share Capital of the Company.

Godrej Agrovet Limited in turn is a subsidiary of Godrej IndustriesLimited a listed company (listed on BSE Limited and National Stock Exchange of IndiaLimited). Godrej Industries Limited was a subsidiary of Vora Soaps Limited upto 23rdDecember 2018 which has now merged with Godrej Industries Limited.

During the Financial Year 2018-19 the Company has filed an applicationwith the Hon'ble National Company Law Tribunal Mumbai Bench for merger /amalgamation of the Company with Godrej Agrovet Limited (Holding Company) and the same isunder process.

10. SUBSIDIARY COMPANIES:

Your Company had the following Subsidiary Companies during theFinancial Year 2018-19:

Sr. No. 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 2019 Operating Profit i.e. EBITDA is र 11.24 Lakh against Operating Profit of र 7.44 Lakh reported for the Financial Year ended 31st March 2018. Profit After Tax is र 7.22 Lakh for the Financial Year ended 31st March 2019 as compared to the Profit After Tax of र 9.80 Lakh reported for the Financial Year ended 31st March 2018.
2 Astec Europe Sprl 50.10% This foreign subsidiary company having Registered Office Belgium Europe is engaged in business of distribution of Agrochemicals. For the year ended 31st March its 2019 Operating Profit i.e. in EBITDA is र 0.75 Lakh against Operating Loss of (` 1.65) Lakh the reported for the year ended 31st March 2018. Profit After Tax is र 0.75 Lakh for the year ended 31st March 2019 as compared to the Loss After Tax of (` 1.75) Lakh reported for the year ended 31st March 2018.
3 Comercializadora Agricola Agroastrachem Cia Ltda 100% This foreign subsidiary company having Registered Office Bogota Colombia is engaged in business of obtaining product registrations in conformity with local laws of the country. This company is to start any major commercial activity. For the year ended 31st March its 2019 Operating Loss i.e. in EBITDA is (` 0.05) Lakh against Operating Loss of (` 1.42) Lakh the reported for the year ended 31st March 2018. Loss After Tax is (` 0.05) Lakh for the year ended 31st March 2019 as compared to the Loss After Tax of (` 1.42) yet Lakh reported for the year ended 31st March 2018.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES:

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

11. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company are prepared inaccordance with the relevant Indian Accounting Standards (Ind AS) i.e. Ind AS 110 issuedby the Institute of Chartered Accountants of India (ICAI) and form a part of this AnnualReport. Accordingly the Annual Report of your Company does not contain the FinancialStatements of its subsidiary companies. The Annual Accounts and related information of theCompany's subsidiaries will be made available upon request. In accordance withSection 136 of the Companies Act 2013 the Audited Financial Statements includingConsolidated Financial Statements and related information of the Company and AuditedAccounts of each of the subsidiaries are available on the Company's websitewww.astecls.com at the weblink http://www.astecls.com/financial-updates.aspx. Thesedocuments will also be available for inspection during all days except Saturdays Sundaysand Public Holidays between 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company'sRegistered Office in Mumbai Maharashtra.

The Company did not have any Joint Venture / Associate during theFinancial Year under review.

The Company has 3 (three) Subsidiaries viz.: (1) Behram ChemicalsPrivate Limited (2) Astec Europe Sprl (Belgium Europe) and (3) ComercializadoraAgricola Agroastrachem Cia Ltda (Bogota Columbia).

12. DIRECTORS:

In accordance with the provisions of Section 152(6) of the CompaniesAct 2013 read with and the Company's Articles of Association Mr. Rakesh DograNon-Executive Non-Independent Director of the Company is liable to retire by rotation atthe forthcoming 25th (Twenty Fifth) Annual General Meeting (AGM) and beingeligible has offered himself for re-appointment.

Upon recommendation of the Nomination and Remuneration Committee and asapproved by the Board of Directors at their respective Meetings held on 29thMarch 2019 Mr. Ashok V. Hiremath has been re-appointed as the "ManagingDirector" of the Company for a period of 1 (one) year with effect from 1stApril 2019 upto 31st March 2020 subject to approval of Shareholders at theensuing AGM on the terms and conditions as may be approved by the Shareholders.

Upon recommendation of the Nomination and Remuneration Committee and asapproved by the Board of Directors at their respective Meetings held on 30thApril 2019 Mr. Arijit Mukherjee has been re-appointed as the "Whole-TimeDirector" of the Company for a period of 3 (three) years with effect from 4thMay 2019 upto 3rd May 2022 subject to approval of Shareholders at theensuing AGM on the terms and conditions as may be approved by the Shareholders.

Appropriate resolutions for re-appointment of Mr. Rakesh Dogra as the"Non-Executive Non-Independent Director" Mr. Ashok V. Hiremath as the"Managing Director" and Mr. Arijit Mukherjee as the "Whole-TimeDirector" are being moved at the ensuing 25th (Twenty Fifth) AGM whichthe Board of Directors recommends for your approval.

Pursuant to the provisions of Regulation 34(3) read with Schedule V ofthe Securities and Exchange Board of India (Listing Obligations and DisclosureRequirements) Regulations 2015 the Company has obtained a Certificate from a CompanySecretary in Practice certifying that none of the Directors of the Company have beendebarred or disqualified from being appointed or continuing as Directors of companies bythe Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs(MCA) or by any such statutory authority.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 6 (six) times during theFinancial Year ended 31st March 2019 (on 2nd May 2018 1stAugust 2018 14th September 2018 26th October 2018 25thJanuary 2019 and 29th March 2019). The details of Board Meetings and theattendance of the Directors thereat are provided in the Corporate Governance Report. Theintervening time gap between two consecutive Meetings was within the period prescribedunder the Companies Act 2013.

14. BOARD EVALUATION:

The Board has carried out an Annual Performance Evaluation of its ownperformance the Directors individually as well as the evaluation of the working of itsCommittees. A structured questionnaire was prepared after taking into considerationvarious aspects of the Board's functioning composition of the Board and itsCommittees culture execution and performance of specific duties obligations andgovernance. The performance evaluation of the Chairman and Non - Independent Directors wascarried out by the Independent Directors. The confidential online questionnaire wasresponded to by all the Directors and vital feedback was received from them on how theBoard currently operates and how it might improve its effectiveness. The Board ofDirectors has expressed its satisfaction with the evaluation process.

15. INDEPENDENT DIRECTORS:

Your Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Companies Act 2013 and Regulation 16(b) of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 and the same have been taken on record by the Board after undertakingdue assessment of the veracity of the same.

The criteria for determining qualification positive attributes andindependence of Directors is provided in the Nomination and Remuneration Policy of theCompany is available on the website viz. www.astecls.com at the weblinkhttp://www.astecls.com/codes-and-policies.aspx All the Independent Directors of theCompany have complied with the Code for Independent Directors prescribed in Schedule IV tothe Companies Act 2013. The details of familiarization programmes attended by theIndependent Directors during the Financial Year 2018-19 are available on the website ofthe Company www.astecls.com at the weblinkhttp://www.astecls.com/listing-compliance.aspx.

The Independent Directors met once during the Financial Year 2018-19i.e. on 2nd May 2018.

The Meeting of the Independent Directors was conducted without thepresence of the Chairman Managing Director Whole-Time Director and Non-ExecutiveDirectors.

16. DIRECTORS' RESPONSIBILITY STATEMENT:

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

a) that in the preparation of the Annual Accounts for the FinancialYear ended 31st March 2019 the applicable Accounting Standards have beenfollowed along with proper explanation relating to material departures if any;

b) that such accounting policies have been selected and appliedconsistently and such judgments and estimates have been made that are reasonable andprudent so as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2019 and the profit of the Company for the Financial Year ended as at that date;

c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of this Act forsafeguarding the assets of the Company for preventing and detecting fraud and otherirregularities;

d) that the Annual Accounts for the Financial Year ended 31stMarch 2019 have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to befollowed by the Company and that such internal financial controls are adequate and wereoperating effectively;

f) that proper systems are in place to ensure compliance of all lawsapplicable to the Company and that such systems are adequate and operating effectively.

17. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of the Companypursuant to the provisions of Section 203 of the Companies Act 2013 during the FinancialYear 2018-19:-

• Mr. Ashok V. Hiremath Managing Director

• Mr. Arijit Mukherjee Whole – Time Director

• Mr. Saurav Bhala Chief Financial Officer

• Ms. Tejal Jariwala Company Secretary & Compliance Officer(upto 31st October 2018)

• Ms. Tejashree Pradhan Company Secretary & ComplianceOfficer (w.e.f. 1st November 2018)

18. STATUTORY AUDITORS:

M/s. B S R & Co. LLP Chartered Accountants Mumbai (FirmRegistration Number: 101248W/W-100022) were appointed as the "StatutoryAuditors" of your Company by the Shareholders at the 23rd (Twenty Third)Annual General Meeting held on 28th July 2017 for a term of 5 (five)consecutive years which was subject to ratification by the Members at every AnnualGeneral Meeting.

The Shareholders of the Company at their 24th (TwentyFourth) Annual General Meeting held on 1st August 2018 have ratified theappointment of Statutory Auditors to hold office from the conclusion of the 24th(Twenty Fourth) Annual General Meeting till the conclusion of the 28th (TwentyEighth) Annual General Meeting i.e. for the Financial Years from 2018-19 to 2021-22 atsuch remuneration as may be mutually agreed upon between them and the Company.

19. COST RECORDS AND COST AUDITORS:

Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Audit and Auditors) Rules 2014 and the Companies (Cost Records and Audit)Rules 2014 cost records are required to be maintained by your Company and the same arerequired to be audited. The Company accordingly maintains the required cost accounts andrecords.

Your Board of Directors had on recommendation of the Audit Committeeat its Meeting held on 2nd May 2018 re-appointed M/s. NNT & Co.Cost Accountants Mumbai (Firm Registration Number: 28904) as the "CostAuditors" of the Company for the Financial Year 2018-19.

Further your Board of Directors have on recommendation of the AuditCommittee at its Meeting held on 30th April 2019 re-appointed M/s. NNT &Co. as the "Cost Auditors" for the Financial Year 2019-20 and their remunerationfor the said Financial Year is being placed before the Shareholders for their ratificationat the ensuing 25th (Twenty Fifth) Annual General Meeting of the Company.

20. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 yourBoard of Directors had on recommendation of the Audit Committee at its Meeting held on 2ndMay 2018 appointed M/s. BNP & Associates a firm of Company Secretaries inPractice (Firm Registration Number: P2014MH037400) Mumbai to undertake the SecretarialAudit of the Company for the Financial Year 2018-19.

The Secretarial Audit Report issued by M/s. BNP & AssociatesSecretarial Auditors for the Financial Year ended 31st March 2019 which is anunqualified report is annexed herewith as ‘Annexure B'.

Your Board of Directors have on recommendation of the Audit Committeeat its Meeting held on 30th April 2019 re-appointed M/s. BNP &Associates as the "Secretarial Auditors" for the Financial Year 2019-20.

21. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued bythe Institute of Company Secretaries of India (ICSI) as applicable.

22. AUDIT COMMITTEE:

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

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

During the Financial Year 2018-19 the Audit Committee wasre-constituted by the Board of Directors with effect from 1st August 2018 byinducting Dr. Brahma Nand Vyas Independent Director of the Company as a Member of theCommittee.

Audit Committee Meetings were held 5 (five) times during the FinancialYear 2018-19 (on 2nd May 2018 1st August 2018 14thSeptember 2018 26th October 2018 and 25th January 2019). TheStatutory Auditors Internal Auditors and Chief Financial Officer attend the AuditCommittee Meetings as invitees. The Company Secretary and Compliance Officer acts asSecretary to the Audit Committee. The Board has accepted all the recommendations of theAudit Committee.

23. NOMINATION AND REMUNERATION COMMITTEE:

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

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

During the Financial Year 2018-19 there was no change in thecomposition of the Nomination and Remuneration Committee.

Nomination and Remuneration Committee Meetings were held 4 (four) timesduring the Financial Year 2018-19 (on 2nd May 2018 26th October2018 25th January 2019 and 29th March 2019).

24. CORPORATE SOCIAL RESPONSIBILITY ("CSR"):

COMPOSITION OF CSR COMMITTEE OF THE BOARD OF DIRECTORS:

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

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

During the Financial Year 2018-19 there was no change in thecomposition of the CSR Committee.

CSR Committee Meeting was held once during the Financial Year 2018-19(on 2nd May 2018).

CSR POLICY AND AREAS OF CSR EXPENDITURE:

A brief outline of the Company's CSR Policy including overview ofprojects or programs proposed to be undertaken and a reference to the web-link to the CSRPolicy is as under:

The CSR Policy of your Company aligns itself with the GodrejGroup's (Group) ‘Good & Green' vision of creating a more inclusive andgreener India. Each of your Company's CSR projects are aligned with the Good &Green goals of the Group and correspond to different items listed in Schedule VII to theCompanies Act 2013.

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

The CSR Policy of your Company is uploaded on the website viz.www.astecls.com at the weblink http://www.astecls.com/codes-and-policies.aspx.

AMOUNT OF CSR SPENDING:

Your Company was required to spend र 57.46 Lakh towards CSRActivities in terms of provisions of Section 135 of the Companies Act 2013 and theCompanies (Corporate Social Responsibility Policy) Rules 2014 during the Financial Year2018-19. Your Company has spent र 57.53 Lakh towards CSR Activities. Your Company isin process of taking up different projects for the improvement of sanitation agricultureand livelihoods as well as education and skilling for the communities in the areas whereit operates.

ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR Activities for the Financial Year 2018-19 isannexed herewith as ‘Annexure C'.

25. RISK MANAGEMENT & RISK MANAGEMENT COMMITTEE:

Pursuant to the requirement of Regulation 21 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 your Company has constituted a Risk Management Committee of the Board of Directorscomprising of the following Members:-

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

During the Financial Year 2018-19 there was no change in thecomposition of the Risk Management Committee.

Meeting of the Risk Management Committee was held once during theFinancial Year 2018-19 (on 25th January 2019).

The details of the Risk Management Committee and its terms of referenceare set out in the Corporate Governance Report forming a part of the Annual Report.

Your Company continuously monitors business and operational risks. Allkey functions and divisions are independently responsible to monitor risks associatedwithin their respective areas of operations such as production insurance legal and otherissues like health safety and environment and cyber risks. At present there are noidentified elements of risks which may threaten the existence of the Company.

26. STAKEHOLDERS' RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act 2013and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 your Companyhas constituted a Stakeholders' Relationship Committee of the Board of Directorscomprising of the following Members:-

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

During the Financial Year 2018-19 there was no change in thecomposition of the Stakeholders' Relationship Committee.

Meeting of the Stakeholders' Relationship Committee held onceduring the Financial Year 2018-19 (on 25th January 2019).

Ms. Tejal Jariwala Company Secretary & Compliance Officer (upto 31stOctober 2018) and thereafter Ms. Tejashree Pradhan (w.e.f. 1st November 2018)was the Secretary to Stakeholders' Relationship Committee. The Company Secretary andCompliance Officer attends all the Meetings of the Stakeholders' RelationshipCommittee.

The details of Investor Complaints during the Financial Year 2018-19are as follows:

Complaints outstanding as on 1st April 2018 0
(+) Complaints received during the Financial Year ended 31st March 2019 1
(-) Complaints resolved during the Financial Year ended 31st March 2019 1
Complaints outstanding as on 31st March 2019 0

There are no pending share transfers as on 31st March 2019.

27. COMPENSATION COMMITTEE:

Your Company has constituted a Compensation Committee of the Board ofDirectors comprising of the following Members:-

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

During the Financial Year 2018-19 there was no change in thecomposition of the Compensation Committee.

Compensation Committee Meetings were held 4 (four) times during theFinancial Year 2018-19 (on 2nd May 2018 1st August 201826th October 2018 and 25th January 2019).

28. MANAGING COMMITTEE:

Your Company has constituted a Managing Committee of the Board ofDirectors comprising of the following Members:

Name of the Member Category
Mr. Balram Singh Yadav Chairman (Non-Executive Non-Independent Director)
Mr. Ashok V. Hiremath Member (Managing Director)
Mr. Rakesh Dogra Member (Non-Executive Non-Independent Director)

During the Financial Year 2018-19 there was no change in thecomposition of the Managing Committee.

The terms of reference of the Managing Committee include handling ofvarious administrative and other matters of the Company which have been delegated to theManaging Committee by the Board of Directors from time to time.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNALCOMPLAINTS COMMITTEE:

Your Company is committed to creating and maintaining an atmosphere inwhich employees can work together without fear of sexual harassment exploitation orintimidation.

The Board of Directors of your Company has constituted InternalComplaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women atWorkplace (Prevention Prohibition And Redressal) Act 2013 and the Rules framedthereunder comprising of the following Members:

1) Ms. Tejal Jariwala Presiding Officer (upto 31st October2018)

Ms. Tejashree Pradhan Presiding Officer (w.e.f. 1stNovember 2018);

2) Dr. Leena Raje Member;

3) Mr. Saurav Bhala Member;

4) Mr. Ritesh Bhardwaj Member;

5) Ms. Sanjivani Sadani Member;

6) Ms. Sharmila Kher Member.

The Company has formulated and circulated to all the employees aPolicy on Prevention of Sexual Harassment at Workplace which provides for a propermechanism for redressal of complaints of sexual harassment.

The details of complaints with the ICC during the Financial Year2018-19 are as follows:

Complaints outstanding as on 1st April 2018 Nil
(+) Complaints filed during the Financial Year ended 31st March 2019 Nil
(-) Complaints disposed off during the Financial Year ended 31st March 2019 Nil
Complaints outstanding as on 31st March 2019 Nil

The Company has complied with the applicable provisions of the SexualHarassment of Women at Workplace (Prevention Prohibition And Redressal) Act 2013 and theRules framed thereunder.

30. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during theFinancial Year 2018-19 were on arm's length basis and in the ordinary course ofbusiness. There were no material significant Related Party Transactions entered into bythe Company with Promoters Directors Key Managerial Personnel or other designatedpersons which may have a potential conflict with the interest of the Company. Priorapproval of the Audit Committee of the Board of Directors was obtained for all the RelatedParty Transactions. Accordingly as per provisions of Sections 134(3)(h) and 188 of theCompanies Act 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014disclosure of Related Party Transactions in Form AOC-2 is not applicable. Attention of theShareholders is also drawn to the disclosure of transactions with Related Parties as setout in Note No. 49 of the Standalone Financial Statements forming part of the AnnualReport. None of the Directors have any pecuniary relationships or transactions vis--visthe Company.

The Company has entered into Related Party Transactions with GodrejAgrovet Limited its Promoter based on considerations of various business exigenciessuch as synergy in operations sectoral specialisation and the Company's long termstrategy. All Related Party transactions are on arm's length basis and are intendedto further the Company's interests.

31. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON ORENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP:

The transactions with person(s) or entity(ies) belonging to thePromoter/ Promoter Group which hold(s) 10% (ten per cent) or more shareholding in theCompany have been disclosed in the accompanying Financial Statements.

32. CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 (‘Listing Regulations') a detailed report on Corporate Governance isincluded in the Annual Report.

BNP & Associates Company Secretaries have certified theCompany's compliance of the requirements of Corporate Governance in terms ofRegulation 34 of the Listing Regulations and their Compliance Certificate is annexed tothe Report on Corporate Governance.

33. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 ("Listing Regulations") mandated theformulation of certain policies for all listed companies. All our Corporate GovernancePolicies are available on the Company's website www.astecls.comat the weblinkhttp://www.astecls.com/codes-and-policies.aspx. The Policies are reviewed periodically bythe Board and its Committees and are updated based on the need and new compliancerequirement.

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

Risk Management Policy The Company has in place a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational strategic financial security cyber security property regulatory reputational and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks.
The Board of Directors of your Company is of the opinion that at present there are no elements of risks which may threaten the existence of the Company.
Corporate Social Responsibility Policy The Corporate Social Responsibility Committee has formulated and recommended to the Board a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company which has been approved by the Board.
This Policy outlines the Company's strategy to bring about a positive impact on society through activities and programmes relating to 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 in order to comply with the requirements of Regulation 16(1)(c) Regulation 24 and Regulation 24A of the Listing Regulations. At present your Company does not have any material subsidiary.
Nomination and Remuneration Policy This Policy formulates the criteria for determining qualifications competencies positive attributes and independence of a Director 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. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Mr. Sitendu Sharma Chairman of the Audit Committee in appropriate or exceptional cases.
Policy on Prevention of Sexual Harassment at Workplace This Policy provides for a proper mechanism for redressal of complaints of sexual harassment.
Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions This Policy regulates all transactions between the Company and its Related Parties.
Code of Conduct for Insider Trading This 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 Listing Regulations.
Policy for Maintenance and Preservation of Documents The purpose of this Policy is to specify the type of document(s) and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company including written printed and recorded matter and electronic forms of records.
Archival Policy This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter in terms of the Policy.
Dividend Distribution Policy This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.
Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company's securities and to maintain the uniformity transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.
Policy for Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information (UPSI) This Policy lays down a procedure for inquiry to be followed in case of leak of Unpublished Price Sensitive Information (UPSI).
Code of Conduct for the Board of Directors and Senior Management Personnel Your Company has in place a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2018-19.
Policy to promote Board Diversity This Policy endeavours to promote diversity at Board level with a view to enhance its effectiveness.
Policy on Familiarization Programmes for Independent Directors Your Company has a Policy on Familiarization Programmes for Independent Directors which lays down the practices followed by the Company in this regard on a continuous basis.
Human Rights Policy Your Company has in place a Human Rights Policy which demonstrates the Company's commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

34. MANAGERIAL REMUNERATION:

It is hereby confirmed that the remuneration paid to Directors KeyManagerial Personnel and other Employees of the Company during the Financial Year 2018-19was as per the Nomination and Remuneration Policy of the Company.

Disclosure as per the provisions of Section 197 of the Companies Act2013 and Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014:

(i) The percentage increase in remuneration of each Director ChiefFinancial Officer and Company Secretary during the Financial Year 2018-19 and the ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the Financial Year 2018-19 is as under:

Sr. No. Name of Director/KMP and Designation Remuneration of Director / KMP for the Financial Year 2018-19 % increase in Remuneration in the Financial Year 2018-19 Ratio of Remuneration of each Director to Median Remuneration of Employees
( र in Lakh)
1. Mr. Nadir B. Godrej Nil - Nil
Chairman Non-Executive
Non- Independent Director
2. Mr. Ashok V. Hiremath 160.81 23.82% 56.30 : 1
Managing Director
3. Mr. Arijit Mukherjee 64.11 31.72% 23.87 : 1
Whole Time Director
4. Mr. Balram Singh Yadav Nil - Nil
Non-Executive Non- Independent
Director
5. Mr. Rakesh Dogra Nil - Nil
Non-Executive Non-Independent Director
6. Mr. Brahma Nand Vyas Nil - Nil
Non-Executive Independent Director
7. Mr. Vijay Kashinath Khot Nil - Nil
Non-Executive Independent Director
8. Mr. Sitendu Sharma Nil - Nil
Non- Executive Independent Director
9. Mr. Vinod Malshe Nil - Nil
Non-Executive Independent Director
10. Dr. Leena Raje Nil - Nil
Non-Executive Independent Director
11. Mr. Saurav Bhala 41.64 17.07%
Chief Financial Officer Not Applicable
12. Ms. Tejal Jariwala * 7.87 33.31%
Company Secretary & Compliance Officer
13. Ms. Tejashree Pradhan ** Nil Not Applicable
Company Secretary & Compliance Officer

* Resigned with effect from close of business hours on 31st October 2018

** Appointed with effect from 1st November 2018

(ii) The percentage increase in the median remuneration of employees in the Financial Year 9.15%
(iii) The number of permanent employees on the rolls of Company 312 as on 31st March 2019

(iv) Average percentile increase already made in Average percentage increase in thesalaries of employees other than the managerial Remuneration of Employees during thepersonnel in the last Financial Year and its comparison Financial Year 2018-19 was 7.77%as with the percentile increase in the managerial compared to Average percentage increaseremuneration and justification thereof and point out if in remuneration of ManagerialPersonnel there are any exceptional circumstances for increase in which was 51.12%. themanagerial remuneration

35. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act 2013 readwith Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 as amended forms part of this Report. However as perthe provisions of Section 136 of the Companies Act 2013 the Report and FinancialStatements are being sent to the Shareholders excluding the disclosure on particulars ofemployees. This is available for inspection by the Shareholders at the Registered Officeof your Company during business hours (i.e. from 10.00 a.m. to 5.30 p.m.) on working daysof the Company upto the date of the ensuing 25th (Twenty Fifth) Annual GeneralMeeting. If any Shareholder is interested in obtaining a copy thereof such Shareholdermay write an e-mail to astecinvestors@ godrejastec.com.

36. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES 2014:

1 Change in Nature of Business if any None

2 Details of Directors / Key Managerial Personnel (KMP) who wereappointed or have resigned during the Financial Year 2018-19

Sr. Name of Director / KMP Date of Appointment / Re-appointment / Resignation
(i) Ms. Tejal Jariwala Resigned as the "Company Secretary & Compliance Officer" with effect from close of business hours on 31st October 2018
(ii) Ms. Tejashree Pradhan Appointed as the "Company Secretary & Compliance Officer" with effect from 1st November 2018
3 Names of Companies which have become or have ceased to be its Subsidiaries Joint Ventures or Associate Companies during the Financial Year 2018-19 None
4 Details of Deposits covered under Chapter V of the Companies Act 2013 (i) 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
(iv)Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013: None
5 Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals impacting the going concern status and the Company's operations in future No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status and the 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.

37. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as provided under sub-section (3) ofSection 92 of the Companies Act 2013 and the Companies (Management and Administration)Rules 2014 is given in Form MGT-9 and is annexed herewith as ‘Annexure D'which forms a part of this Directors' Report. The Extract of Annual Return in FormMGT-9 and the Annual Return in Form MGT-7 are being hosted on the website of the Companywww.astecls.com at the weblink http://www.astecls.com/other-updates.aspx.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF) COMPULSORY TRANSFEROF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act 2013 readwith the Investor Education and Protection Fund Authority (Accounting Audit Transfer andRefund) Rules 2016 ("IEPF Rules") all the Unpaid or Unclaimed Dividends arerequired to be transferred to the IEPF established by the Central Government uponcompletion of 7 (seven) years. The Company in compliance with the aforesaid provisions andthe IEPF Rules.

UNCLAIMED/UNPAID DIVIDEND:

The dividend amount for the Financial Year 2011-12 remaining unclaimedshall become due for transfer on 25th October 2019 to the Investor Educationand Protection Fund established by the Central Government in terms of Section 124 of theCompanies Act 2013 on expiry of 7 (seven) years from the date of its declaration. TheCompany is in the process of sending reminders to all such Shareholders at theirregistered addresses for claiming the unpaid/unclaimed dividend which will be transferredto IEPF in the due course.

The detailed dividend history due dates for transfer to IEPF and thedetails of unclaimed amounts lying with the Company in respect of dividends declared since2010 are available on website of the Company www.astecls.com at the weblinkhttp://www.astecls.com/unclaimed-dividend.aspx. Also pursuant to Section 124(2) of theCompanies Act 2013 the Company has uploaded details of unpaid and unclaimed amountslying with the Company in respect of dividends declared in Financial Year 2017-18 on thewebsite of the Company.

39. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATIONRESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THESECRETARIAL AUDITORS:

There are no adverse remarks or qualifications reservations remarksor disclaimers made by the Statutory Auditors and Secretarial Auditors in their respectiveReports for the Financial Year 2018-19.

40. MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2018-19TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS' REPORT (I.E.FROM 1ST APRIL 2019 UPTO 30TH APRIL 2019) IF ANY:

There are no material changes and commitments affecting the financialposition of the Company which have occurred between the end of the Financial Year 2018-19to which the Financial Statements relate and the date of the Directors' Report (i.e.from 1st April 2019 upto 30th April 2019).

41. EMPLOYEE STOCK OPTIONS PLAN 2012 AND EMPLOYEE STOCK OPTIONSSCHEME 2015:

Your Company has introduced the following Employee Stock Options Planand Scheme:

Sr. No. Name of the Plan / Scheme Date of Shareholders' Approval Exercise Price of Option
1) Employee Stock Plan 2012 ("ESOP the 2012") Options Special Resolution passed at Extra-ordinary General Meeting held on 27th March 2012 34/- (Rupees Thirty Four Only) per Option
2) Employee Stock Options Scheme 2015 ("ESOS 2015") Special Resolution passed at the 21st (Twenty First) 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 of Directors administers andmonitors the ESOP 2012 and ESOS 2015. Your Company has received a certificate from theStatutory Auditors of the Company that the ESOP 2012 and ESOS 2015 have been implementedin accordance with the Securities and Exchange Board of India (Share Based EmployeeBenefits) Regulations 2014 and the resolutions passed by the Shareholders. TheCertificate would be kept open for inspection by the Shareholders at the ensuing 25th(Twenty Fifth) Annual General Meeting.

The Disclosures as per Regulation 14 of the Securities and ExchangeBoard of India (Share Based Employee Benefits) Regulations 2014 have been put on thewebsite of the Company viz. www. astecls.com at the weblinkhttp://www.astecls.com/listing-compliance.aspx.

42. FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors underSection 143(12) of the Companies Act 2013 and the Rules framed thereunder either to theCompany or to the Central Government.

43. ADDITIONAL INFORMATION:

The additional information required to be given under the CompaniesAct 2013 and the Rules made thereunder has been laid out in the Notes attached to andforming part of the Financial Statements. The Notes to the Accounts referred to theAuditors' Report are self-explanatory and therefore do not call for any furtherexplanation.

44. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited(BSE) and the National Stock Exchange of India Limited (NSE) where its securities arelisted.

45. DEPOSITORY SYSTEM:

Your Company's Equity Shares are available for dematerializationthrough National Securities Depository Limited (NSDL) and Central Depository Services(India) Limited (CDSL).

46. RESEARCH AND DEVELOPMENT (R&D):

Your Company continues to focus on R&D and strongly believes thatproductive R&D is a key ingredient for success. During the Financial Year underreview your Company continued to develop new products at a healthy pace.

47. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information on conservation of energy technology absorption andforeign exchange earnings and outgo stipulated under Section 134(3)(m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as‘Annexure E'.

48. HUMAN RESOURCES:

The Company has amicable employee relations at all locations and wouldlike to place on record its sincere appreciation for the unstinted support it continues toreceive from all its employees. The Company drives interventions to enhance the workforceproductivity in the business and also makes concrete efforts to improve the employeeengagement and connect. The Company is committed to building and maintaining a safe andhealthy workplace. There are several policies formulated for the benefit of employeeswhich promote gender diversity equal opportunity prevention of sexual harassment safetyand health of employees. The Company constantly makes concerted efforts towards creatinglearning and development opportunities on a non-discriminatory basis that continuallyenhance the employee value in line with the organizational objectives.

49. APPRECIATION:

Your Directors wish to place on record their sincere appreciation forthe support and co-operation received from the various Central and State GovernmentDepartments organizations and agencies for their continued support and co-operation. TheDirectors also gratefully acknowledge all stakeholders of the Company viz. customersmembers dealers vendors banks and other business partners for excellent supportreceived from them during the Financial Year under review. Your Directors also expresstheir warm appreciation to all the employees of the Company for their unstinted commitmentand continued contribution to the Company.

50. CAUTIONARY STATEMENT:

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

For and on behalf of the Board of Directors of
Astec LifeSciences Limited
Ashok V. Hiremath Arijit Mukherjee
Managing Director Whole Time Director
DIN: 00349345 DIN: 07334111
Place: Mumbai
Date: 30th April 2019

FORM NO. AOC-1

[Pursuant to first proviso to sub-section (3) of Section 129 of theCompanies Act 2013 read with Rule 5 of the Companies (Accounts) Rules 2014]

Statement containing Salient Features of the Financial Statement ofSubsidiaries / Associate Companies / Joint Ventures PART A (Information in respect of eachSubsidiary to be presented)

( र in Lakh)
Names of Subsidiary Companies
Sr. No. Particulars Behram Chemicals Private Limited (India) Astec Europe Sprl (Belgium Europe) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia)
1 Reporting Period 01.04.2018 to 31.03.2019 01.04.2018 to 31.03.2019 01.04.2018 to 31.03.2019
2 Reporting Currency and Exchange rate as on last date of the relevant Financial Year Indian Rupee EURO (Exchange Rate 77.7024) Columbian Peso (Exchange Rate 0.0217)
3 Share Capital 60.00 11.40 1.00
4 Reserves and Surplus 33.68 (13.40) (10.38)
5 Total Assets 96.09 6.21 0.30
6 Total Liabilities 2.42 8.22 9.68
7 Investments - - -
8 Turnover - - -
9 Profit Before Taxation 10.36 0.75 (0.05)
10 Provision for Taxation 2.71 - -
11 Adjustment of Tax for earlier years 0.42 - -
12 Profit After Taxation 7.22 0.75 (0.05)
13 Proposed Dividend - - -
14 % Shareholding 65.63% 50.10% 100.00%

Notes:

1. Name of Subsidiaries which are yet to commence operations:

Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia) isa 100% Subsidiary and is yet to commence its operations.

2. Name of Subsidiaries which have been liquidated or soldduring the Year:

No Subsidiary has been liquidated or sold during the Financial Year2018-19.

PART B: (Information in respect of Associates and Joint Ventures to bepresented)

Statement pursuant to Section 129(3) of the Companies Act 2013 relatedto Associate Companies and Joint Ventures: Not Applicable since the Company does nothave any Associate Companies and Joint Ventures.

For and on behalf of the Board of Directors of
Astec LifeSciences Limited
(CIN: L99999MH1994PLC076236)
Ashok V. Hiremath Arijit Mukherjee
(Managing Director) (Whole-Time Director)
(DIN: 00349345) (DIN: 07334111)
Saurav Bhala Tejashree Pradhan
(Chief Financial Officer) (Company Secretary & Compliance Officer)
(ICAI Memb. No. 062106) (ICSI Memb. No. FCS 7167)
Place: Mumbai
Date: 30th April 2019

ANNEXURE E TO THE BOARD'S REPORT

INFORMATION AS PER SECTION 134(3)(m) OF THE COMPANIES ACT 2013 READWITH THE COMPANIES (ACCOUNTS) RULES 2014 FORMING PART OF THE DIRECTORS' REPORT FORTHE FINANCIAL YEAR ENDED 31st MARCH 2019

1. Conservation of Energy:

The various measures adopted by your Company for conservation of energyduring the Financial Year 2018-19 include the following:

a) Continuous monitoring of energy consumption levels to bring themdown

b) Creating awareness amongst employees by celebrating EnergyConservation Week every year

c) Trimming of Impeller of cooling tower circulation pumps

d) Diversion in cooling tower load to another cooling tower

e) Re-cycling of steam generated by means of condensate recovery system

f) Optimization of ejector capacity and installation of air bleeding

g) Conversion of plant and street light from HPMV to LED

h) Installation of VFD for cooling water circulation pump

The benefits derived on account of adoption of the above measures areas follows:-

i) Substantial reduction in energy consumption levels in cooling towerpumps

j) Reduction in coal consumption in boilers

k) Decrease in running hours of nitrogen plant

The capital investment on energy conservation equipments during theFinancial Year 2018-19 was approximately र 50 lakh.

Power and Fuel Consumption

Particulars 2018-19 2017-18
1. Electricity
a. Purchased
Unit (KWH in thousands) 15039.83 11965.98
Total amount ( र in Lakh) 1277.34 1007.54
Rate/KWH( र) 8.49 8.42
b. Own Generation
Through Diesel Generator
Unit (KWH in thousands) - -
Unit per Ltr. of Diesel - -
Oil Cost/ Unity - -
2. Furnace Oil
Quantity (Kg.) 349.6 451.47
Total Cost ( र in Lakh) 131.41 125.82
Average rate/Kg.( र) 37.59 27.87
3. Coal
Quantity (MT.) 12808.75 8826.06
Total Cost ( र in Lakh) 874.43 580.54
Average rate/Kg.( र) 6.83 6.58
4. Others
LSHS/LDO/HSD
Quantity (K. Ltrs) (LDO/HSD) 29.17 24.78
Total Cost ( र in Lakh) 20.91 14.81
Average rate/Ltr.( र) 71.68 59.77

Consumption per unit of Production:

The operations being multi-cycle/ multi product type consumption perunit for each product cannot be meaningfully determined.

2. Technology Absorption:

Your Company endeavours to implement various technologicalupgradations keeping in mind the following objectives:-

a) Improvement in Yield and Quality of Output

b) Reduced Cost of Production

c) Import Substitution

d) Increase in production capacity with safety

e) Adoption of eco-friendly technology

f) Reduction / Minimization of waste generation and endeavor to developzero discharge processes

g) Development of products locally and make available to farmers withlow cost to improve the productivity. Majority of the technologies utilized by yourCompany are developed by in-house Research & Development (R&D) Department. Someprocesses have been provided by potential customers and those have been suitably absorbed.

The technology imported by the Company during the Financial Years2013-14 and 2014-15 (Nauta Mixture Hazop Manager software) has been fully absorbed.

3. Expenditure on R&D:

( र in Lakh)
Particulars 2018-19 2017-18
Capital & Recurring 300.60 207.89
Total R&D expenditure as a percentage of total turnover 0.70% 0.56%

4. Foreign Exchange Earnings and Outgo:

Your Company constantly endeavours to enhance its exports throughstrategic alliances with various parties. Your Company is also obtaining productregistrations in various parts of the world.

Your Company's foreign exchange earnings and outgo during theFinancial Year 2018-19 in comparison with the figures for the Financial Year 2017-18 wereas follows:-

( र in Lakh)
Particulars 2018-19 2017-18
Foreign Exchange Earned 25673.92 18201.26
Foreign Exchange Used 22418.04 11294.95

For and on behalf of the Board of Directors of

Astec LifeSciences Limited
Ashok V. Hiremath Arijit Mukherjee
Managing Director Whole-Time Director
DIN: 00349345 DIN: 07334111
Place: Mumbai
Date: 30th April 2019

.