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Astec Lifesciences Ltd.

BSE: 533138 Sector: Agri and agri inputs
NSE: ASTEC ISIN Code: INE563J01010
BSE 00:00 | 29 Nov 2073.90 -7.45
(-0.36%)
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NSE 00:00 | 29 Nov 2074.80 -7.40
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OPEN 2149.95
PREVIOUS CLOSE 2081.35
VOLUME 2172
52-Week high 2285.65
52-Week low 1269.55
P/E 41.71
Mkt Cap.(Rs cr) 4,065
Buy Price 0.00
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Sell Qty 0.00
OPEN 2149.95
CLOSE 2081.35
VOLUME 2172
52-Week high 2285.65
52-Week low 1269.55
P/E 41.71
Mkt Cap.(Rs cr) 4,065
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

DIRECTORS' REPORT FOR THE FINANCIAL YEAR ENDED 31ST MARCH 2022

TO THE MEMBERS:

Your Directors have pleasure in presenting this 28th (Twenty Eighth)Directors' Report along with the Audited Financial Statements for the Financial Year ended31st March 2022.

1. Highlights of Financial Performance:

Your Company's financial performance during the Financial Year 2021-22 as compared tothat of the previous Financial Year 2020-21 is summarized below:

(Rs. in Lakh)

Standalone

Consolidated

2021-22 2020-21 1 2021-22 2020-21
Revenue from Operations 67656.61 55487.21 67656.61 55487.21
Other Income 1046.34 767.05 1046.78 792.11
Total Income 68702.95 56254.26 68703.39 56279.32
Total Expenses 56598.87 47387.09 56590.81 47372.23
Profit /(Loss) Before Tax 12104.08 8867.17 12112.58 8907.09
Less: Current Tax 2861.27 2324.43 2863.40 2326.47
Less: Deferred Tax 261.01 (61.24) 260.92 (60.99)
Less: Adjustment for Tax of previous years - 134.73 - 134.73
Profit/(Loss) After Tax 8981.80 6469.25 8988.26 6506.88
Other Comprehensive Income (Net of Tax) (0.54) (17.62) (0.72) (18.40)
Total Comprehensive Income 8981.26 6451.63 8987.54 6488.48
Total Comprehensive Income attributable to:
- Owners of Astec LifeSciences Limited 8981.26 6451.63 8985.14 6486.49
- Non-controlling interests N.A. N.A. 2.40 1.99

(N.A.: Not Applicable)

2. Review of Operations/ State of Affairs of the Company and its Subsidiaries:

Review of Operations/ State of Affairs of the Company:

Your Company manufactures agrochemical active ingredients (technical) bulk andformulations intermediate products and sells its products in India as well as exportsthem to approximately 25 (Twenty Five) countries.

During the Financial Year 2021-22 your Company registered its best performance tilldate as Total Income and Profit After Tax (PAT) grew by 22.1% and 38.1% year-on-yearrespectively. Consolidated Total Income reached Rs. 68703.39 Lakh during the FinancialYear 2021-22 as against Rs. 56279.32 lakh during the Financial Year 2020-21 and ProfitAfter Tax (PAT) increased to Rs. 8988.26 Lakh during the Financial Year 2021-22 asagainst Rs. 6506.88 Lakh during the Financial Year 2020-21. Geographically exports werethe main driver growing by 44.4% year-on-year while in terms of segment growth was led byenterprise sales. The proportion of exports increased to 58% of the total income from 49%in the previous year. Domestic sale was 42% of the total income and grew by 0.5%year-on-year.

Strong top line performance was accompanied by robust improvement in margin profile aswell. Your Company achieved Gross margin of 42.8% during the Financial Year 2021-22 ascompared to 38.4% during the Financial Year 2020-21. The margin expansion was driven byhigher realisations favourable product mix and benefits from investment in backwardintegration. The Earnings Before Interest Tax Depreciation and Amortization (EBITDA)margin expanded to 24.3% during the Financial Year 2021-22 from 21.5% during the previousFinancial Year 2020-21. The improvement in EBITDA margin was partly constrained byincreased higher fixed overheads on account of commissioning of herbicide plant. As aresult your Company's return on net worth improved by 206 bps to 25.5% in the FinancialYear 2021-22 from 23.4% in the Financial Year 2020-21.

During the year your Company also commissioned its new herbicide plant and completedfirst batch of CMO product successfully. Your Company also continues to stay on track tolaunch the state-of- the-art Research and Development (R&D) facility by December 2022.During the Financial Year 202122 your Company commercialized two new CMO products and anew production process for an enterprise product.

During the Financial Year 2022-23 your Company plans to continue focusing ononboarding new relationships for contract manufacturing business and to diversify intoother chemistries. Investment in R&D centre will significantly increase the researchcapabilities and will support the growth aspirations in the medium to long-term.

There has been no change in the nature of business of your Company during the FinancialYear 202122.

Review of Operations/ State of Affairs of the Subsidiaries of the Company:

Your Company had the following 2 (Two) subsidiaries throughout the Financial Year(F.Y.) 2021-22:

(i) Behram Chemicals Private Limited:

Behram Chemicals Private Limited a subsidiary of your Company has given its Plot atMahad (Maharashtra) to your Company on Leave and License basis.

During the Financial Year ended 31st March 2022 Behram Chemicals PrivateLimited reported Profit Before Tax of Rs. 9.21 Lakh as compared to Profit Before Tax ofRs. 8.91 Lakh during the previous Financial Year 2020-21.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia):

Comercializadora Agricola Agroastrachem Cia Ltda is a foreign subsidiary companyhaving its Registered Office in Bogota Colombia and is engaged in the business ofobtaining product registrations in conformity with local laws of the said country. Thiscompany is yet to start any major commercial activity.

For the year ended 31st March 2022 Comercializadora Agricola AgroastrachemCia Ltda reported Profit/(Loss) Before Tax of Rs. NIL as compared to Profit/(Loss) BeforeTax of Rs. (0.10) Lakh reported during the previous year ended 31st March2021.

3. Dividend:

Your Board has recommended a Final Dividend of 15% (Fifteen per cent) on the EquityShare Capital of your Company i.e. Rs. 1.50 (Rupee One and Paise Fifty Only) per EquityShare of Face Value of Rs.10/- (Rupees Ten Only) each for the Financial Year ended 31stMarch 2022 subject to approval of the Shareholders at the ensuing 28th(Twenty Eighth) Annual General Meeting of the Company.

The Dividend if declared will be paid to the Shareholders whose names appear in theRegister of Members of the Company as on Wednesday 20th July 2022 and inrespect of shares held in dematerialized form it will be paid to Shareholders whose namesare furnished by National Securities Depository Limited (NSDL) and Central DepositoryServices (India) Limited (CDSL) as the beneficial owners as on that date.

The Shareholders of your Company are requested to note that the Income Tax Act 1961as amended by the Finance Act 2020 mandates that dividends paid or distributed by aCompany after 1st April 2020 shall be taxable in the hands of theShareholders. The Company shall therefore be required to deduct Tax at Source (TDS) atthe time of making payment of the Final Dividend. In order to enable your Company todetermine and deduct the appropriate TDS as applicable the Shareholders are requested toread the instructions given in the Notes to the Notice convening the 28th(Twenty Eighth) Annual General Meeting of the Company forming a part of this AnnualReport.

The Dividend payout for the Financial Year 2021-22 is in accordance with the Company'sDividend Distribution Policy.

In terms of Regulation 43A of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 the Dividend DistributionPolicy of the Company is made available on the website of the Company and is available onthe web link http://www.astecls.com/codes-and-policies.aspx.

4. Transfer to Reserves:

Your Board does not propose to transfer any amount to reserves during the FinancialYear 202122.

5. Particulars of Loans Investments and Guarantees:

As required to be reported pursuant to the provisions of Section 186 and Section134(3)(g) of the Companies Act 2013 the particulars of loans guarantees and investmentsby your Company under the aforesaid provisions during the Financial Year 2021-22 havebeen provided in the Notes to the Financial Statement.

6. Finance and Credit Rating:

Your Company continues to manage its treasury operations efficiently and has been ableto borrow funds for its operations at competitive rates.

As on 31st March 2022 ICRA Limited has assigned Credit Ratings in respectof Rs. 57400 Lakh of Line of Credit (LOC) and Rs. 30000 Lakh of Commercial PaperProgramme availed by the Company as under:

a) Long-term rating at "[ICRA] AA-" (pronounced "ICRA double Aminus")

b) Short-term rating at "[ICRA] A1+" (pronounced "ICRA A one plus")

c) Commercial Paper Programme at "[ICRA] A1+" (pronounced "ICRA A oneplus")

In accordance with the Credit Rating assigned to the Commercial Paper Programme of yourCompany as above the Board of Directors has granted its approval for borrowing by way ofissuance of Commercial Papers upto an aggregate limit of Rs. 30000 Lakh.

7. Information Systems:

With the COVID-19 pandemic situation improving your Company has deployed technologysolutions to enable and support hybrid work environment for employees. It has formulatedCybersecurity Implementation roadmap to improve your Company's cyber security maturity.Your Company has also implemented solutions like Data Leakage Prevention EndpointDetection and Response (EDR) Zero Trust based network protection solution. Digitaltransformation initiatives are underway which include deployment of web-based and mobileapplications to bring in operational efficiency and be a future ready resilientorganization. Your Company is also working on Cloud adoption to strengthen infrastructureavailability and provide better manageability thereby ensuring business continuity. YourCompany has also started pilot on use of latest technologies like Artificial Intelligenceand Machine Learning (AI/ML) and Predictive analytics.

8. Share Capital:

The Authorized Equity Share Capital of the Company as on 31st March 2022stood at Rs. 250000000/- (Rupees Twenty Five Crore Only) comprising of 25000000(Two Crore Fifty Lakh) Equity Shares of Face Value of Rs.10/- (Rupees Ten Only) each.

The Issued Subscribed and Paid-up Equity Share Capital as on 31st March2022 was Rs. 195975550/- (Rupees Nineteen Crore Fifty Nine Lakh Seventy Five ThousandFive Hundred Fifty Only) comprising of 19597555 (One Crore Ninety Five Lakh NinetySeven Thousand Five Hundred Fifty Five) Equity Shares of Face Value of Rs.10/- (Rupees TenOnly) each.

During the Financial Year 2021-22 the Company has:

(a) Allotted 2500 (Two Thousand Five Hundred) Equity Shares of Face Value of Rs. 10/-(Rupees Ten Only) each ranking pari passu with the existing Equity Shares at an exerciseprice of Rs. 34/- (Rupees Thirty Four Only) each under the Employees Stock Option Plan2012 ("ESOP 2012") pursuant to exercise of Options by the employees of theCompany under ESOP 2012;

(b) Allotted 7500 (Seven Thousand Five Hundred) Equity Shares of Face Value of Rs.10/- (Rupees Ten Only) each ranking pari passu with the existing Equity Shares at anexercise price of Rs. 387.35 (Rupees Three Hundred Eighty Seven and Paise Thirty FiveOnly) each under the Employees Stock Option Scheme 2015 ("ESOS 2015") pursuantto exercise of Options by the employees of the Company under ESOS 2015.

Further during the Financial Year under review the Nomination and RemunerationCommittee of the Board of Directors of the Company has granted 3316 (Three Thousand ThreeHundred Sixteen) Options convertible into 3316 (Three Thousand Three Hundred Sixteen)Equity Shares at an Exercise Price of Rs. 10/- (Rupees Ten Only) under the amended ESOP2012 (amendment approved vide Shareholders' Special Resolution passed on 26thSeptember 2021 by way of Postal Ballot the results of which were declared on 27thSeptember 2021).

9. Management Discussion and Analysis Report:

The Management Discussion and Analysis Report for the Financial Year 2021-22 asstipulated under Regulation 34(2) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 forms a part of the AnnualReport.

10. Holding Company:

Godrej Agrovet Limited a listed company (listed on BSE Limited and National StockExchange of India Limited) is inter alia engaged in the business of manufacture andmarketing of Animal Feeds Agricultural Inputs and Oil Palm and continues to be theHolding Company of your Company. The shareholding of Godrej Agrovet Limited in yourCompany as on 31st March 2022 was 63.29% [i.e. 12404016 (One Crore TwentyFour Lakh Four Thousand Sixteen) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only)each] of the Paid-up Equity Share Capital of the Company.

Godrej Agrovet Limited in turn is a subsidiary of Godrej Industries Limited a listedcompany (listed on BSE Limited and National Stock Exchange of India Limited). GodrejIndustries Limited thus continues to be the Ultimate Holding Company of your Company.

11. Subsidiary Companies:

Your Company had the following 2 (Two) Subsidiary Companies throughout the FinancialYear 2021-22:

(a) Behram Chemicals Private Limited Maharashtra India (in which your Company holds65.63% of the paid-up Equity Share Capital); and

(b) Comercializadora Agricola Agroastrachem Cia Ltda Bogota Columbia (in which yourCompany holds 100% of the paid-up Equity Share Capital).

A report on the financial position and performance of each of the Subsidiary Companiesin Form AOC- 1 for the Financial Year 2021-22 forms a part of the Directors' Report and isannexed herewith as 'Annexure A'.

12. Joint Venture/Associate Companies:

Your Company did not have any Joint Venture/Associate companies during the FinancialYear 2021-22.

13. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company are prepared in accordance withthe relevant Indian Accounting Standards (Ind AS) i.e. Ind AS 110 issued by theInstitute of Chartered Accountants of India (ICAI) and form part of this Annual Report.Accordingly the Annual Report of your Company does not contain the Financial Statementsof its 2 (Two) Subsidiary Companies viz. Behram Chemicals Private Limited andComercializadora Agricola Agroastrachem Cia Ltda (Bogota Columbia).

The Annual Financial Statements and related information of your Company's Subsidiarieswill be made available upon request. Also in accordance with Section 136 of the CompaniesAct 2013 the Audited Financial Statements including Consolidated Financial Statementsand related information of your Company and Financial Statements of each of theSubsidiaries are hosted on the Company's website viz. www.astecls.com and can beaccessed through the web link 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 subject to lockdown or other restrictions as maybe imposed by the Government(s) and/or local authority(ies) from time to time. If anyShareholder is interested in inspecting and obtaining a copy thereof such Shareholder maywrite an e-mail to agm.astec@godreiastec.com.

14. Directors:

At the previous 27th (Twenty Seventh) Annual General Meeting("AGM") of your Company held on 28th July 2021 the Shareholdershave granted approval for appointment of Mr. Nandkumar Dhekne and Ms. Anjali Gupte as"Non-Executive Independent Directors" of your Company for a term of 5 (Five)years w.e.f. 18th December 2020 upto 17th December 2025. FurtherMr. B. S. Yadav Non-Executive and Non-Independent Director who was liable retire byrotation was re-appointed by the Shareholders at the said AGM.

Upon recommendation of the Nomination and Remuneration Committee and as approved by theBoard of Directors at their respective Meetings held on 28th July 2021 Mr.Anurag Roy [Director Identification Number (DIN: 07444595)] has been appointed as the"Chief Executive Officer and Whole-Time Director" on the Board of Directors ofthe Company for a term of 3 (Three) years w.e.f. 28th July 2021 upto 27thJuly 2024 subject to approval of the Shareholders The approval of the Shareholders wasduly obtained vide Special Resolution passed on 26th September 2021 by way ofPostal Ballot the results of which were declared on 27th September 2021.

Further Mr. Arijit Mukherjee resigned as the "Whole Time Director" w.e.f. 28thJuly 2021 while continuing to be the "Chief Operating Officer" of yourCompany.

Consequent to cessation of the term of Mr. Ashok Hiremath as the "ManagingDirector" of your Company on close of business hours on 31st March 2022he continues on the Board as a "Non Executive Non-Independent Director" liableto retire by rotation with effect from 1st April 2022. The Board would likeplace to record sincere appreciation and gratitude for efficient and matured guidance andsupport provided by Mr. Ashok Hiremath during his long tenure as the "ManagingDirector" of your Company.

Subsequent to the closure of the Financial Year 2021-22 Mr. Rakesh Dogra has resignedas a "Non Executive Non-Independent Director" w.e.f. 2nd May 2022.The Board would like to place on record sincere appreciation and gratitude for hiscontribution whilst holding the directorship of your Company.

In accordance with the provisions of Section 152(6) of the Companies Act 2013 readwith the Articles of Association of the Company Mr. Nadir B. Godrej [DirectorIdentification Number (DIN: 00066195)] Chairman and Non-Executive Non-IndependentDirector of the Company is liable to retire by rotation at the forthcoming 28th(Twenty Eighth) AGM and being eligible has offered himself for reappointment.Appropriate resolution for reappointment of Mr. Nadir B. Godrej is being moved at theensuing 28th (Twenty Eighth) AGM which the Board of Directors recommends foryour approval.

Pursuant to the provisions of Regulation 34(3) read with Schedule V to the Securitiesand Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 the Company has obtained a Certificate from Mr. Vikas Chomal a Company Secretary inPractice certifying that none of the Directors of the Company has been debarred ordisqualified from being appointed or continuing as Directors of companies by theSecurities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs(MCA) or by any such statutory authority. The said Certificate is annexed to the CorporateGovernance Report of the Company for the Financial Year 2021-22.

15. Meetings of the Board of Directors:

The Meetings of the Board of Directors are prescheduled and intimated to all theDirectors in advance in order to help them to plan their schedule. However in case ofspecial and urgent business needs approval is taken either by convening Meetings at ashorter notice with consent of all the Directors or by passing a Resolution throughCirculation.

The Board of Directors of your Company met 4 (Four) times during the Financial Year2021-22 (on 30th April 2021 28th July 2021 27thOctober 2021 and 25th January 2022). 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 of the Board was within the limitprescribed under the Companies Act 2013 i.e. the same was not exceeding 120 (OneHundred and Twenty) days.

16. Board Evaluation:

The Board of Directors 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 its Committeesculture execution and performance of specific duties obligations and governance. Theperformance evaluation of the Chairman and NonIndependent Directors was carried out by theIndependent Directors. The confidential online questionnaire was responded to by all theDirectors and vital feedback was received from them on how the Board currently operatesand how it might improve its effectiveness.

The process of annual evaluation of Directors' performance and the feedback receivedtherefrom has been discussed and noted at the Meetings of the Independent Directors theNomination and Remuneration Committee and the Board of Directors.

The Directors have expressed their overall satisfaction with the evaluation process.

17. Independent Directors:

All the Independent Directors of your Company viz. Mr. Vijay Kashinath Khot Dr.Brahma Nand Vyas Mr. R. R. Govindan Mr. Nandkumar Vasant Dhekne and Ms. Anjali RajeshGupte have registered themselves with the databank maintained by the Indian Institute ofCorporate Affairs ("IICA") in terms of the provisions of Rule 6 of theCompanies (Appointment and Qualification of Directors) Rules 2019 and the Companies(Creation and Maintenance of Databank of Independent Directors) Rules 2019.

In terms of the provisions of the Companies (Appointment and Qualification ofDirectors) Rules 2014 dealing with the requirement for Independent Directors to passProficiency Test conducted by IICA:

• Mr. Vijay Kashinath Khot Dr. Brahma Nand Vyas and Mr. Nandkumar Vasant Dhekneare exempt from appearing for the Proficiency Test;

• Mr. R.R. Govindan has successfully cleared/completed the Proficiency Test duringthe Financial Year 2021-22;

• Ms. Anjali Gupte will appear for the Proficiency Test during the Financial Year2022-23 within the mandatory timelines applicable to her.

Your Company has received declarations from all the Independent Directors confirmingthat they meet the criteria of independence as prescribed under Section 149(6) of theCompanies Act 2013 and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and the same have beentaken on record by the Board after undertaking due assessment of the veracity of the same.

The criteria for determining qualifications positive attributes and independence ofDirectors is provided in the Nomination and Remuneration Policy of the Company which isavailable on the website viz. www.astecls.com at the web link http://www.astecls.com/codes-and-policies.aspx.

All the Independent Directors of the Company have duly complied with the Code forIndependent

Directors as prescribed in Schedule IV to the Companies Act 2013. The details offamiliarization programmes attended by the Independent Directors during the Financial Year2021-22 are available on the website of the Company www.astecls.com at the weblink http://www.astecls.com/listing-compliance.aspx.

The Independent Directors met once during the Financial Year 2021-22 i.e. on 30thApril 2021 pursuant to the provisions of Regulation 25 of the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 andSchedule IV to the Companies Act 2013. The Meeting of the Independent Directors wasconducted without the presence of the Chairman Managing Director Whole Time Director andNon-Executive Directors and the members of your Company's Management.

18. Directors' Responsibility Statement:

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

a) that in the preparation of the Annual Accounts for the Financial Year ended 31stMarch 2022 the applicable Accounting Standards have been followed along with properexplanation relating to material departures if any;

b) that such accounting policies have been selected and applied consistently and suchjudgments and estimates have been made that are reasonable and prudent so as to give atrue and fair view of the state of affairs of the Company as at 31st March2022 and the profit of the Company for the Financial Year ended as at that date;

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

d) that the Annual Accounts for the Financial Year ended 31st March 2022have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively;

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

19. Key Managerial Personnel:

The following were the Key Managerial Personnel (KMP) of your Company pursuant to theprovisions of Section 203 of the Companies Act 2013 during the Financial Year 2021-22:

1. Mr. Ashok V. Hiremath Managing Director (*)

2. Mr. Arijit Mukherjee Whole - Time Director ($)

3. Mr. Anurag Roy Whole Time Director and Chief Executive Officer ($)

4. Mr. Saurav Bhala Chief Financial Officer

5. Ms. Tejashree Pradhan Company Secretary and Compliance Officer

(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1s*April 2022 and continues to be a "NonExecutive Non-Independent Director" as onthe date of this Report.

($) Mr. Arijit Mukherjee resigned as the "Whole Time Director" w.e.f. 28thJuly 2021 while continuing to be the "Chief Operating Officer". Mr. Anurag Royhas been appointed as the "Whole Time Director & Chief Executive Officer"w.e.f. 28th July 2021.

20. Statutory Auditors:

B S R and Co. LLP Chartered Accountants Mumbai (Firm Registration Number:101248W/W-100022) were appointed as the "Statutory Auditors" of your Company bythe Shareholders at the 23rd (Twenty Third) Annual General Meeting held on 28thJuly 2017 for a term of 5 (Five) consecutive years i.e. to hold office upto theensuing 28th (Twenty Eighth) Annual General Meeting of the Company at suchremuneration as may mutually be agreed upon between them and the Company.

B S R and Co. LLP is eligible for re-appointment for a second term of 5 (Five) yearsand have provided a written confirmation that they are willing and eligible forre-appointment and are not disqualified to be re-appointed in terms of the applicableprovisions of the Companies Act 2013 and the Rules framed thereunder.

Based on the recommendation made by the Audit Committee and the Board of Directors attheir respective Meetings held on 2nd May 2022 the reappointment of B S R andCo. LLP as the "Statutory Auditors" of the Company for a second term of 5 (Five)years to hold office from the conclusion of the 28th (Twenty Eighth) AnnualGeneral Meeting till the conclusion of the 33rd (Thirty Third) Annual GeneralMeeting (i.e. from the Financial Year 2022-23 upto the Financial Year 2026-27) is placedfor approval of the Shareholders at the ensuing 28th (Twenty-Eighth) AnnualGeneral Meeting of the Company.

21. Cost Auditors:

Pursuant to Section 148 of the Companies Act 2013 read with the Companies (Audit andAuditors) Rules 2014 and the Companies (Cost Records and Audit) Rules 2014 the costrecords are required to be maintained by your Company and the same are required to beaudited. Your Company accordingly maintains the required cost accounts and records.

Your Board of Directors had upon recommendation of the Audit Committee at its Meetingheld on 30th April 2021 re-appointed M/s. NNT and Co. Cost AccountantsMumbai (Firm Registration Number: 100911) as the "Cost Auditors" of the Companyfor the Financial Year 2021-22 and their remuneration was duly ratified by theShareholders at the 27th (Twenty Seventh) Annual General Meeting held on 28thJuly 2021.

Further your Board of Directors has upon recommendation of the Audit Committee atits Meeting held on 2nd May 2022 re-appointed M/s. NNT and Co. CostAccountants Mumbai as the "Cost Auditors" of your Company for the FinancialYear 2022-23 subject to ratification of their remuneration at the ensuing 28th(Twenty Eighth) Annual General Meeting.

22. Secretarial Auditors and Secretarial Audit Report:

Pursuant to the provisions of Section 204 of the Companies Act 2013 and Rule 9 of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 your Boardof Directors had upon recommendation of the Audit Committee at its Meeting held on 30thApril 2021 appointed M/s. BNP and Associates Company Secretaries (Firm RegistrationNumber: P2014MH037400) Mumbai to undertake the Secretarial Audit of your Company for theFinancial Year 2021-22.

The Secretarial Audit Report issued by M/s. BNP and Associates Secretarial Auditorsfor the Financial Year ended 31st March 2022 which is an unqualified reportis annexed herewith as 'Annexure B'.

Your Board of Directors has upon recommendation of the Audit Committee at its Meetingheld on 2nd May 2022 re-appointed M/s. BNP and Associates who have providedtheir consent and confirmed their eligibility as the "Secretarial Auditors" ofyour Company for the Financial Year 2022-23.

23. Compliance with the Secretarial Standards:

Your Company is in compliance with the Secretarial Standards on Meetings of the Boardof Directors (SS-1) and Secretarial Standards on General Meetings (SS-2) as issued by theInstitute of Company Secretaries of India (ICSI).

24. Audit Committee:

Pursuant to the provisions of Section 177 of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board and Its Powers) Rules 2014 and Regulation 18 read with PartC of Schedule II to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has constituted

Audit Committee of the Board of Directors comprising of the following Members:

Sr. No. Name of the Member Category
1 Mr. R. R. Govindan Chairman (Independent Director)
2 Mr. Ashok V. Hiremath Member (Managing Director) (*)
3 Mr. Vijay Kashinath Khot Member (Independent Director)
4 Dr. Brahma Nand Vyas Member (Independent Director)

(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1stApril 2022 and continues to be a "Non-Executive NonIndependent Director" as onthe date of this Report.

During the Financial Year 2021-22 there was no change in the composition of the AuditCommittee.

Audit Committee Meetings were held 4 (Four) times during the Financial Year 2021-22 (on30th April 2021 28th July 2021 27th October 2021 and25th January 2022). The Statutory Auditors Internal Auditors and ChiefFinancial Officer attend the Audit Committee Meetings as invitees. The Statutory Auditorsand the Internal Auditors inter alia present their observations on adequacy of internalfinancial controls and the steps required to bridge gaps if any. Accordingly the AuditCommittee makes observations and recommendations to the Board of Directors of yourCompany. The Board has accepted all the recommendations of the Audit Committee during theFinancial Year 2021-22.

The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee.

25. Nomination and Remuneration Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 Rule 6 of theCompanies (Meetings of Board and its Powers) Rules 2014 and Regulation 19 read with PartD of Schedule II to the Securities and Exchange Board of India (Listing Obligations andDisclosure Requirements) Regulations 2015 your Company has constituted Nomination andRemuneration Committee of the Board of Directors comprising of the following Members:

Sr. No. Name of the Member Category
1 Mr. R. R. Govindan Chairman (Independent Director)
2 Mr. Vijay Kashinath Member (Independent
Khot Director)
3 Mr. Balram Singh Member (Non-Executive
Yadav Non-Independent Director)

During the Financial Year 2021-22 there was no change in the composition of theNomination and Remuneration Committee.

Nomination and Remuneration Committee Meetings were held 2 (Two) times during theFinancial Year 2021-22 (on 30th April 2021 and 28th July 2021).

26. Corporate Social Responsibility ("CSR") and CSR Committee:

Pursuant to the provisions of Section 135 of the Companies Act 2013 and the Companies(Corporate Social Responsibility Policy) Rules 2014 your Company has constituted CSRCommittee of the Board of Directors comprising of the following Members: -

Sr. No. Name of the Member Category
Mr. Ashok V. Chairman (Managing
1 Hiremath Director) (*)
Mr. Balram Singh Member (Non-Executive
2 Yadav Non-Independent Director)
3 Mr. R. R. Govindan Member (Independent Director)
4 Dr. Brahma Nand Vyas Member (Independent Director)

(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1stApril 2022 and continues to be a "Non-Executive Non Independent Director" ason the date of this Report.

During the Financial Year 2021-22 there was no change in the composition of the CSRCommittee.

CSR Committee Meetings were held 2 (Two) times during the Financial Year 2021-22 (on 30thApril 2021 and 27th October 2021).

CSR Policy and Areas of CSR Expenditure:

Your Company recognises CSR as integral to the way it does its business and strives toengage connect and uplift the community in and around the areas in which your Companyoperates. The CSR Policy of your Company aligns itself with the

Godrej Group's 'Good and Green' vision of creating a more inclusive and greener India.Each of your Company's CSR projects are aligned with the 'Good and Green' goals of theGodrej Group and correspond to different items listed in Schedule VII to the CompaniesAct 2013.

Your Company aspires and consistently moves in the direction to become a sustainablecompany through leadership commitment multiple stakeholder engagements and disciplinedvalue chain mechanisms. Your Company's holistic approach towards sustainability not onlymanages its externalities but also provides tangible solutions for the benefit andupliftment of the communities around its manufacturing sites.

Your Company amended its CSR Policy at the respective Meetings of the CSR Committeeand the Board of Directors held on 30th April 2021 in accordance with theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 dated 22ndJanuary 2021 notified by the Ministry of Corporate Affairs (MCA). The CSR Policy of yourCompany (as amended) is uploaded on the website viz. www.astecls.com and can be accessedthrough the web link http://www.astecls.com/codes-and-policies.aspx.

Amount of CSR Spending:

Your Company was required to spend Rs. 137.69 Lakh towards CSR Activities in terms ofthe provisions of Section 135 of the Companies Act 2013 read with the Companies(Corporate Social Responsibility Policy) Rules 2014 during the Financial Year 2021-22.Your Company has spent Rs. 99.40 Lakh towards CSR Activities. Your Company took updifferent projects pertaining to COVID relief raising livelihoods of farmers andself-help groups digital platform in schools etc. The shortfall of Rs. 38.29 Lakh in theamount of CSR spending is attributable to ongoing projects which will be completed by theCompany in due course and the same has been duly transferred to Unspent CSR Account as ondate.

Annual Report on CSR Activities:

The Annual Report on CSR Activities for the Financial Year 2021-22 is annexed herewithas 'Annexure C'.

27. Risk Management and the Risk Management Committee:

Pursuant to the provisions of Regulation 21 read with Part D of Schedule II to theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015 your Company has constituted a Risk Management Committee of the Boardof Directors comprising of the following Members: -

Sr. No. Name of the Member Category
1 Mr. Ashok V. Hiremath Chairman (Managing Director) (*)
2 Mr. Balram Singh Yadav Member (Non-Executive NonIndependent Director)
3 Mr. R.R. Govindan Member (Independent Director)
4 Mr. Saurav Bhala Member (Chief Financial Officer)

(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1stApril 2022 and continues to be a "Non-Executive Non-Independent Director" ason the date of this Report.

During the Financial Year 2021-22 there was no change in the composition of the RiskManagement Committee.

The Meeting of the Risk Management Committee was held 2 (Two) times during theFinancial Year 2021-22 (on 27th October 2021 and 25th January2022).

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

Your Company has developed and implemented a Risk Management Policy and continuouslymonitors business and operational risks. All key functions and divisions are independentlyresponsible to monitor risks associated within their respective areas of operations suchas production insurance legal and other issues like health safety and environment andcyber risks. At present there are no identified elements of risks in the opinion of theBoard which may threaten the existence of the Company.

28. Stakeholders' Relationship Committee:

Pursuant to the provisions of Section 178 of the Companies Act 2013 and Regulation 20read with Part D of Schedule II to the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 your Company has constituted aStakeholders' Relationship Committee of the Board of Directors comprising of thefollowing Members:

Sr. No. Name of the Member Category
1 Mr. Balram Singh Yadav Chairman (Non-Executive Non-Independent Director)
2 Mr. R. R. Govindan Member (Independent Director)
3 Mr. Vijay Kashinath Khot Member (Independent Director)

During the Financial Year 2021-22 there was no change in the composition of theStakeholders' Relationship Committee.

Meeting of the Stakeholders' Relationship Committee was held once during the FinancialYear 2021-22 (viz. on 25th January 2022).

Ms. Tejashree Pradhan Company Secretary and Compliance Officer is the Secretary toStakeholders' Relationship Committee. She has attended the Meeting of the Stakeholders'Relationship Committee held during the Financial Year 2021-22.

The details of Investor Complaints during the Financial Year 2021-22 are as follows:

Complaints outstanding as on April 2021 0
(+) Complaints received during the Financial Year ended 31st March 2022 1
(-) Complaints resolved during the Financial Year ended 31st March 2022 1
Complaints outstanding as on 31st March 2022 0

There are no pending share transfers as on 31st March 2022.

29. Compensation Committee:

Your Company had constituted a Compensation Committee of the Board of Directorscomprising of the following Members as on 1st April 2021:

Sr. No. Name of the Member Category
1 Mr. R. R. Govindan Chairman (Independent Director)
Mr. Balram Member (Non-Executive Non-
Singh Yadav Independent Director)
3 Mr. Vijay Kashinath Khot Member (Independent Director)

The Compensation Committee was dissolved on 28th July 2021.

There were no Compensation Committee Meetings held during the Financial Year 2021-22till the date of its dissolution.

30. Managing Committee:

Your Company has constituted a Managing Committee of the Board of Directors whichcomprised of the following Members as on 31st March 2022:

Sr. No. Name of the Member Category
1 Mr. Balram Singh Yadav Chairman (Non-Executive Non- Independent Director)
2 Mr. Ashok V. Fliremath Member (Managing Director) {*)
3 Mr. Rakesh Dogra Member (Non-Executive Non- Independent Director) (#)

(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1stApril 2022 and continues to be a "Non-Executive Non- Independent Director" ason the date of this Report.

(#) Mr. Rakesh Dogra has resigned as a "Non-Executive Non-IndependentDirector" w.e.f. 2nd May 2022 and consequently he ceases to be a Member of theManaging Committee w.e.f. 2nd May 2022.

During the Financial Year 2021-22 there was no change in the composition of theManaging 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.

31. Prevention of Sexual Harassment at Workplace and Internal Complaints Committee:

The values of mutual trust and respect are considered by your Company as fundamental toits existence. Your Company is committed to creating and maintaining an atmosphere inwhich employees can work together without fear of sexual harassment exploitation orintimidation and there is zero tolerance towards any such unwarranted instances.

The Board of Directors of your Company has constituted Internal Complaints Committee(ICC) pursuant to the provisions of the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 and the Rules framed thereundercomprising of the following Members as on 31st March 2022:

1. Ms. Neeyati Shah Presiding Officer

2. Mr. Arijit Mukherjee Member

3. Mr. Saurav Bhala Member

4. Mr. Ritesh Bhardwaj Member

5. Ms. Tejashree Pradhan Member

6. Ms. Sharmila Kher External Member

The Company has formulated and circulated to all the employees a Policy on Preventionof Sexual Harassment at Workplace which provides for a proper mechanism for redressal ofcomplaints of sexual harassment.

The details of complaints with the ICC during the Financial Year 2021-22 are asfollows:

Complaints outstanding as on 1st April 2021 0
(+) Complaints received during the Financial Year ended 31st March 2022 0
(-) Complaints resolved during the Financial Year ended 31st March 2022 0
Complaints outstanding as on 31st March 2022 0

The Company has complied with the applicable provisions of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules framedthereunder.

32. Related Party Transactions:

All Related Party Transactions entered into by your Company during the Financial Year2021-22 were on arm's length basis and in the ordinary course of business. There were nomaterial significant Related Party Transactions entered into by the Company withPromoters Directors Key Managerial Personnel or other designated persons which may havea potential conflict with the interest of the Company. Prior approval of the AuditCommittee of the Board of Directors was obtained for all the Related Party Transactions.

Accordingly as per provisions of Section 134(3)(h) and Section 188 of the CompaniesAct 2013 read with Rule 8(2) of the Companies (Accounts) Rules 2014 disclosure ofRelated Party Transactions in Form AOC-2 is not applicable. Attention of the Shareholdersis also drawn to the disclosure of transactions with Related Parties as set out in NoteNo. 51 of the Standalone Financial Statements forming part of the Annual Report. None ofthe Directors have any pecuniary relationships or transactions vis-a-vis the Companyduring the Financial Year 2021-22.

33. Disclosures of Transactions of the Company with any Person or Entity belonging tothe Promoter/Promoter Group:

During the Financial Year 2021-22 the Company has entered into Related PartyTransactions with Godrej Agrovet Limited its Promoter and Holding Company based onconsiderations of various business exigencies such as synergy in operations and the sameare in line with the Company's longterm strategy. Further the Company has paid managerialremuneration to Mr. Ashok V. Hiremath Promoter of the Company who was the "ManagingDirector" till 31st March 2022 (and continues to be a"Non-Executive Non Independent Director" as on the date of this Report).

All such Related Party Transactions during the Financial Year under review are in theordinary course of business on arm's length basis and are intended to further theCompany's interests. The same have been disclosed in the Financial Statement.

34. Corporate Governance:

In accordance with Regulation 34 of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 ('Listing Regulations') adetailed report on Corporate Governance is included in the Annual Report. M/s. BNP andAssociates Company Secretaries who are also the "Secretarial Auditors" of yourCompany have certified that your Company is in compliance with the requirements ofCorporate Governance in terms of Regulation 34 of the Listing Regulations and theirCompliance Certificate is annexed to the Report on Corporate Governance.

35. Policies of the Company:

The Companies Act 2013 the Rules framed thereunder and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015("Listing Regulations") have mandated the formulation of certain policies forall listed companies and/or unlisted companies. All our Policies are available on theCompany's website www.astecls.com and can be accessed through the web link http://www.astecls.com/codes-and-policies.aspx.The Policies are reviewed periodically by the Board and its Committees and are updatedbased on the need and new compliance requirements.

The major Policies which have been adopted by your Company are as follows:

1 Risk Management Policy The Company has in place a Risk Management Policy which has been framed by the Board of Directors of the Company based on the recommendation made by the Risk Management Committee. 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.
2 Corporate Social Responsibility Policy The Corporate Social Responsibility Committee has formulated and recommended to the Board of Directors a Corporate Social Responsibility Policy indicating the activities to be undertaken by the Company as corporate social responsibility 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 livelihood healthcare education sanitation environment etc.
3 Policy for Determining Material Subsidiaries This Policy is used to determine the material 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. As on 31st March 2022 your Company does not have any material subsidiary.
4 Nomination and Remuneration Policy This Policy approved by the Board 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.
5 Whistle Blower Policy/Vigil Mechanism The Company has a Vigil Mechanism/Whistle Blower Policy. The purpose of this Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices violation of any law rule or regulation 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 the Chairperson of the Audit Committee in appropriate or exceptional cases.
6 Policy on Prevention of Sexual Harassment at Workplace The Company has in place a Policy on Prevention of Sexual Harassment at Workplace which provides for a proper mechanism for redressal of complaints of sexual harassment and thereby encourages employees to work together without fear of sexual harassment exploitation or intimidation.
7 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.
8 Code of Conduct for Insider Trading This Policy sets up an appropriate mechanism to curb Insider Trading in accordance with the provisions of the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations 2015 as amended from time to time.
9 Policy on Criteria for determining Materiality of Events This Policy applies to disclosure 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.
10 Policy for Maintenance and Preservation of Documents The purpose of this Policy is to specify the type of documents 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.
11 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.
12 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 form their own judgment as to when and how much dividend they may expect.
13 Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI) This Policy/Code is framed by the Board of Directors in terms of the Securities and Exchange Board of India (Prohibition of Insider Trading) (Amendment) Regulations 2018. It aims to strengthen the Internal Control System and curb/prevent leak of Unpublished Price Sensitive Information ("UPSI") without a legitimate purpose. The Policy/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. In general this Policy aims to maintain the uniformity transparency and fairness in dealings with all stakeholders and to ensure adherence to applicable laws and regulations.
14 Code of Conduct for the Board of Directors and Senior Management Personnel The Company has in place a Policy/Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which the Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2021-22.
15 Policy to promote Board Diversity This Policy endeavours to promote diversity at Board level with a view to enhance its effectiveness.
16 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.
17 Human Rights Policy Your Company has in place a Human Rights Policy which demonstrates your Company's commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

36. Managerial Remuneration:

The remuneration paid to Directors Key Managerial Personnel and other employees of theCompany during the Financial Year 2021-22 was in conformity with the Nomination andRemuneration Policy of the Company.

Disclosure as per the provisions of Section 197 of the Companies Act 2013 and Rule 5of the

Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014:

(i) Percentage increase in remuneration of each Director Chief Financial Officer andCompany Secretary during the Financial Year 2021-22 and the Ratio of the Remuneration ofeach Director to the Median remuneration of the employees of the Company for the FinancialYear 2021-22:

Sr. No. Name of Director/KMP and Designation Remuneration of Director/Key Managerial Personnel (KMP) for the Financial Year 2021-22 (Rs. in Lakh) % Increase in Remuneration in the Financial Year 2021-22 Ratio of Remuneration of each Director to Median Remuneration of Employees
1 Mr. Nadir B. Godrej Chairman Non-Executive Non-Independent Director Nil - Nil
2 Mr. Ashok V. Hiremath Managing Director (*) 251.96 27.79% 85.86:1
3 Mr. Arijit Mukherjee ($) Whole Time Director 136.21 11.09% 46.42:1
4 Mr. Anurag Roy ($) Whole Time Director & Chief Executive Officer 153.80 Not Applicable 52.41:1
5 Mr. Balram Singh Yadav Non-Executive Non-Independent Director Nil - Nil
6 Mr. Rakesh Dogra (#) Non-Executive Non-Independent Director Nil - Nil
7 Dr. Brahma Nand Vyas Non-Executive Independent Director Nil - Nil
8 Mr. Vijay Kashinath Khot Non-Executive Independent Director Nil - Nil
9 Mr. R. R. Govindan Non-Executive Independent Director Nil - Nil
10 Mr. Nandkumar Vasant Dhekne Non-Executive Independent Director Nil - Nil
11 Ms. Anjali Rajesh Gupte Non-Executive Independent Director Nil - Nil
12 Mr. Saurav Bhala Chief Financial Officer 55.62 23.85% Not Applicable
13 Ms. Tejashree Pradhan Company Secretary and Compliance Officer 18.99 17.30% Not Applicable

(*) Mr. Ashok Hiremath has ceased to be the "Managing Director" w.e.f. 1stApril 2022 and continues to be a "Non-Executive Non-Independent Director"' ason the date of this Report.

($) Mr. Anurag Roy has been appointed as the "Whole Time Director & ChiefExecutive Officer" w.e.f. 28th July 2021. On 30th October2021 he has been granted 3316 (Three Thousand Three Hundred and Sixteen) stock optionsexercisable at an exercise price of Rs.10/- (Rupees Ten Only) per option [which entitleshim to 1 (One) Equity Share] which shall vest over a period of 3 (Three) years

(#) Mr. Arijit Mukherjee resigned as the "Whole Time Director" w.e.f. 28thJuly 2021 while continuing to be the "Chief Operating Officer". Therefore thefigures above are pertaining to his remuneration only till 28th July 2021.

(ii) Percentage increase in the Median remuneration of employees during the Financial Year 2021-22 (5.23)%
(iii) Number of permanent employees on the rolls of Company as on 31st March 2022 506
(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration Average percentage increase in remuneration of employees during the Financial Year 2021-22 was 11.94% as compared to Average percentage increase in remuneration of managerial personnel which was 29.51%.

37. Particulars of Employees:

The disclosure as per Section 197(12) of the Companies Act 2013 read with Rule 5 (2)and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 in respect of employees of your Company is available for inspection by theShareholders at the Registered Office of the Company during business hours i.e. between10.00 a.m. (IST) to 5.00 p.m. (IST) on all working days (i.e. excluding SaturdaysSundays and Public Holidays) upto the date of the ensuing 28th (Twenty Eighth)Annual General Meeting subject to such COVID-19 restrictions (if any) as may be imposedby the Government(s) and/or local authority(ies) from time to time. If any

Shareholder is interested in inspecting and obtaining a copy thereof such Shareholdermay write an e-mail to agm.astec@godreiastec.com.

38. Deposits:

Your Company has not accepted any deposits covered under Chapter V of the CompaniesAct 2013 [(i.e. deposits within the meaning of Rule 2(1)(c) of the Companies(Acceptance of Deposits) Rules 2014)] during the Financial Year 2021-22. Thus thedetails of deposits required as per the provisions of the Companies (Accounts) Rules 2013are as follows:

(a) Accepted during the Financial Year 202122 : Nil
(b) Remained unpaid or unclaimed during the Financial Year 2021-22 : Nil
(c) 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 -
(i) At the beginning of the year : Nil
(ii) Maximum during the year : Nil
(iii) At the end of the year : Nil
(d) Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act 2013 : Nil

39. Adequacy of Internal Financial Controls with reference to the Financial Statement:

In the opinion of the Board of Directors of your Company adequate internal financialcontrols are available operative and adequate with reference to the preparation andfinalization of the Financial Statement for the Financial Year 2021-22.

40. Annual Return:

Pursuant to Section 92(3) of the Companies Act 2013 read with the Companies(Management and Administration) Amendment Rules 2021 Annual Return in Form MGT-7 will behosted on the website of the Company viz. www.astecls.com at the web linkhttp://www.astecls.com/other- updates.aspx.

41. Investor Education and Protection Fund (IEPF):

Compulsory Transfer of Equity Shares to Investor Education and Protection Fund (IEPF)Account:

In accordance with the applicable provisions of the Companies Act 2013 read with theInvestor Education and Protection Fund Authority (Accounting Audit Transfer and Refund)Rules 2016 ("IEPF Rules") all the Unpaid or Unclaimed Dividends are requiredto be transferred to the Investor Education and Protection Fund (IEPF) established by theCentral Government upon completion of 7 (Seven) years The Company is in compliance withthe aforesaid provisions and the IEPF Rules.

Unclaimed/Unpaid Dividend:

The dividend amount for the Financial Year 201415 remaining unclaimed shall become duefor transfer to the Investor Education and Protection Fund ("IEPF") establishedby the Central Government in terms of Section 124 of the Companies Act 2013 on 22ndOctober 2022 upon 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 the details ofunclaimed amounts lying with the Company in respect of dividends declared since theFinancial Year 200910 are available on website of the Company www.astecls.com atthe web link http://www.astecls.com/unclaimed- dividend.aspx. Also pursuant toSection 124(2) of the Companies Act 2013 your Company has uploaded the details of unpaidand unclaimed amounts lying with the Company in respect of dividends declared for theFinancial Year 2020-21 on the website of the Company.

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

There are no qualifications reservations adverse remarks and disclaimers of theStatutory Auditors in their Auditors' Reports (Standalone and Consolidated) on theFinancial Statements for the Financial Year 2021-22.

There are no qualifications reservations adverse remarks and disclaimers of theSecretarial Auditors in their Secretarial Audit Report for the Financial Year 2021-22.

There are no qualifications reservations adverse remarks and disclaimers of the CostAuditors in their report on the Cost Records for the Financial Year 2020-21 (noted duringthe Financial Year 2021-22). The Cost Audit Report for the Financial Year 2021-22 will bereceived in due course.

43. Significant Regulatory or Court Orders:

During the Financial Year 2021-22 and thereafter till the date of this Report therehave been no significant and material orders passed by the regulators or Courts orTribunals which can adversely impact the going concern status of your Company and itsoperations in future.

44. Material Changes and Commitments if any Affecting the Financial Position of theCompany which have occurred between the end of the Financial Year 2021-22 to which theFinancial Statements relate and the date of the Directors' Report (i.e. from 1stApril 2022 upto 2nd May 2022) if any:

There are no material changes and commitments affecting the financial position of yourCompany which have occurred between the end of the Financial Year 2021-22 to which theFinancial Statements relate and the date of the Directors' Report (i.e. from 1stApril 2022 upto 2nd May 2022). The global outbreak of COVID-19 healthpandemic has significantly impacted the economy. The Management of your Company hasconsidered internal and certain external sources of information and has used theprinciples of prudence in applying judgments estimates and assumptions regarding theprobable impact of the pandemic. The eventual outcome or impact of the pandemic may bedifferent from those estimated as on the date of approval of these Financial Statements.

45. Employees Stock Option Plan 2012 and Employees Stock Option Scheme 2015:

Your Company has introduced and implemented the following Employees Stock Option Planand Scheme:

Sr. No. Name of the Plan/Scheme Date of Shareholders' Approval Exercise Price per Option
• Original Scheme approved vide Special Resolution passed at the Extra-ordinary General Meeting held on 27th March 2012 • Rs. 34/- (Rupees Thirty Four Only) as per the Original Scheme
1 Employees Stock Option Plan 2012 ("ESOP 2012") • Amended Scheme approved vide Special Resolution passed on 26th September 2021 through Postal Ballot the results of which were declared on 27th September 2021 • Rs. 10/- (Rupees Ten Only) as per the Amended Scheme
2 Employees Stock Option Scheme 2015 ("ESOS 2015") • Special Resolution passed at the 21s* (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 Nomination and Remuneration Committee of the Board of Directors administers andmonitors the ESOP 2012 and ESOS 2015.

Your Company has received a certificate from BNP and Associates Company Secretariesand the Secretarial Auditors of the Company that ESOP 2012 and ESOS 2015 have beenimplemented in accordance with the provisions of the Securities and Exchange Board ofIndia (Share Based Employee Benefits and Sweat Equity) Regulations 2021 and theresolutions passed by the

Shareholders. Any request for inspection of the said certificate may please be sent to agm.astec@godrejastec.com.The disclosures as per Regulation 14 of the Securities and Exchange Board of India (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 have been put on the websiteof Company viz. www.astecls.com at the web link http://www.astecls.com/listing-compliance.aspx.

There was no amendment in ESOS 2015 during the Financial Year 2021-22 and the same isin compliance with the provisions of the Securities and Exchange Board of India (ShareBased Employee Benefits and Sweat Equity) Regulations 2021 approved by the Shareholdersby passing a Special Resolution on 26th September 2021 through Postal Ballot(the results of which were declared on 27th September 2021). The salientfeatures of the said amendment were as follows:

During the Financial Year 2021-22 there was an amendment made in ESOP 2012 which was

Sr. No. Particulars Details of the Amendment
1 Vesting Period The options to be granted under the Scheme shall vest in the following manner:
a) 1/3rd (one-third) at the end of 1 (One) year from the date on which the stock grants are awarded;
b) 1/3rd (one-third) at the end of 2 (Two) years from the date on which the stock grants are awarded;
c) 1/3rd (one-third) at the end of 3 (Three) years from the date on which the stock grants are awarded.
The Equity Shares to be vested as above shall be subject to the condition that the eligible employee is in continuous employment of the Company or the Subsidiary Company or the Holding Company as the case may be and is not serving any notice of resignation on the date of vesting of the grant.
The Nomination and Remuneration Committee shall have the authority to vary the aforesaid terms subject to compliance with the applicable regulations.
2 Option Price/Grant Price/Exercise Price Rs. 10/- (Rupees Ten Only) per option or Equity Share
3 Exercise Period The Exercise Period shall be 1 (One) month from the date of vesting or such other period as may be determined by the Nomination and Remuneration Committee. The eligible Employee shall exercise her/his right to acquire Equity Shares vested in him/her all at one time and shall not be permitted to exercise in part at various points of time within the Exercise Period.
4 Period of the ESOP 2012 The maximum period within which the options shall be vested which was 10 (Ten) years earlier now stands eliminated.
5 Effect on Options already granted under the Scheme The options already granted under the Scheme (prior to the amendment) whether or not vested and whether or not exercised shall remain unaffected/unaltered/unchanged by the amendments. The amendments shall apply to options to be granted under ESOP 2012 after the amendments have been carried out.

46.Fraud Reporting:

There have been no instances of frauds reported by the Statutory Auditors under Section143(12) of the Companies Act 2013 and the Rules framed thereunder either to the Companyor to the Central Government during the Financial Year 2021-22.

47. Additional Information:

The additional information required to be given under the Companies Act 2013 and theRules made thereunder has been laid out in the Notes attached to and forming part of theFinancial Statements. The Notes to the Accounts referred to the Auditors' Report areself-explanatory and therefore do not call for any further explanation.

48. Listing Fees:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) and theNational Stock Exchange of India Limited (NSE) the Stock Exchanges where its securitiesare listed.

49. Depository System:

Your Company's Equity Shares are available for dematerialization through NationalSecurities Depository Limited ("NSDL") and Central Depository Services (India)Limited ("CDSL"). The ISIN Number of your Company for both NSDL and CDSL isINE563J01010.

50. Research and Development:

Your Company continues to focus on Research and Development ("R & D") andstrongly believes that productive R & D is a key ingredient for success. During theFinancial Year under review your Company continued to develop new products at a healthypace. A state-of-the-art R & D centre is in progress and is expected to be completedby December 2022 which will further augment your Company's R & D capabilities.

51. Conservation of Energy Technology Absorption and Foreign Exchange Earnings andOutgo:

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo as stipulated under Section 134(3)(m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure D'.

52. Business Responsibility Report:

The Company has prepared its Business Responsibility Report for the Financial Year202122 in accordance with Regulation 34 (2) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and Circular No.CIR/CFD/CMD/10/2015 dated November 4 2015 issued by the Securities and Exchange Board ofIndia (SEBI) to describe the initiatives taken by the Company from an environmentalsocial and governance perspective. The said Report is prepared in accordance with the'National Voluntary Guidelines on Social Environmental and Economic Responsibilities ofBusiness' (NVGs) notified by the Ministry of Corporate Affairs (MCA) Government of Indiain July 2011 and forms part of this Annual Report.

53. Scheme of Amalgamation/Arrangement:

During the Financial Year 2021-22 your Company has not proposed or considered orapproved any Scheme of Merger/Amalgamation/Takeover/De-merger/Arrangement with its Membersand/or Creditors.

54. Details of Application made or any Proceeding pending under the Insolvency andBankruptcy Code 2016 during the Financial Year along with their status as at the end ofthe Financial Year:

During the Financial Year 2021-22 there was no application made and proceedinginitiated/pending by any Financial and/or Operational Creditors against your Company underthe Insolvency and Bankruptcy Code 2016.

As on the date of this Report there is no application or proceeding pending againstyour Company under the Insolvency and Bankruptcy Code 2016.

55. Details of Difference between the Amount of Valuation at the time of One-timeSettlement and the Valuation done at the time of taking a Loan from the Banks or FinancialInstitutions along with the Reasons thereof:

During the Financial Year 2021-22 the Company has not made any settlement with itsbankers for any loan/facility availed or/and still in existence.

56. Human Resources:

Your Company continues to have 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. Your Company drives interventions to enhance the workforceproductivity in the business and also makes concrete efforts to improve the employeeengagement and connect. Your 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. Your 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. The total number ofpermanent employees on the rolls of your Company as on 31st March 2022 was506.

57. Appreciation:

Your Board wishes to place on record their sincere appreciation and gratitude for thecontinued support and co-operation received from the various Central and State GovernmentDepartments organizations and agencies. The Directors also gratefully acknowledge allstakeholders of the Company viz. Shareholders customers dealers vendors banks andother business partners for the excellent support received from them during the FinancialYear under review. Your Directors also express their warm appreciation to all theemployees of the Company for their unstinted commitment and continued contribution toperformance and success of the Company even in the challenging times of COVID-19 pandemicoutbreak.

58. Cautionary Statement:

The statements in the Board's Report describing the Company's objectives expectationsor forecasts may be forward-looking within the meaning of applicable Securities laws andregulations. Actual results may differ materially from those expressed herein. Importantfactors that could influence the Company's operations include global and domestic demandand supply 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
Anurag Roy B.S. Yadav
Whole-Time Director & Chief Executive Officer Director
(DIN: 07444595) (DIN:00294803)
Place: Mumbai
Date: 2nd May 2022

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