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Astra Microwave Products Ltd.

BSE: 532493 Sector: Telecom
NSE: ASTRAMICRO ISIN Code: INE386C01029
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OPEN 236.80
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VOLUME 18729
52-Week high 290.55
52-Week low 108.00
P/E 46.49
Mkt Cap.(Rs cr) 2,021
Buy Price 0.00
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Sell Price 0.00
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OPEN 236.80
CLOSE 235.65
VOLUME 18729
52-Week high 290.55
52-Week low 108.00
P/E 46.49
Mkt Cap.(Rs cr) 2,021
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Astra Microwave Products Ltd. (ASTRAMICRO) - Director Report

Company director report

Dear Members

Your Directors have pleasure in presenting the 30th Annual Report of your Companytogether with the Audited Financial Statements including Consolidated Accounts for thefinancial year ended March 31 2021.

FINANCIAL RESULTS STANDALONE (IND AS):

The Standalone performance under IND AS for the Financial Year ended March 31 2021 isas under:

The Financial Summary (Rupees in lakhs)

March 312021 March 312020
Particulars (IND AS) (IND AS)
Total Income 60081.57 47367.02
Profit before finance cost depreciation and tax expense 7585.59 9587.10
Finance cost 2142.79 789.35
Profit before depreciation and tax expense 5442.80 8797.75
Depreciation 2307.01 2532.18
Profit before tax expense 3135.79 6265.57
Tax expense 742.60 1531.62
Net Profit for the year 2393.19 4733.95
Other Comprehensive Income 14.17 (84.50)
Total Comprehensive Income 2407.36 4649.45
Retained earnings brought forward from earlier year 38612.26 34223.85
Retained earnings available for appropriation 41019.62 38873.30

CONSOLIDATED:

The Consolidated performance under IND AS for the Financial Year ended March 312021 is as under:

The Financial Summary (Rupees in lakhs)

Particulars March 312021 March 312020
(IND AS) (IND AS)
Revenue from operations 64091.22 46722.43
Profit before finance cost depreciation share of profit of associates exceptional items and tax expense 8804.94 9464.91
Finance cost 2312.40 846.20
Profit before depreciation share of profit of associates exceptional items and tax expense 6492.54 8618.71
Depreciation and amortisation 2354.11 2575.91
Profit before share of profit of associates exceptional items and tax expenses 4138.43 6042.80
Share of profit of associates -283.80 -128.89
Profit before exceptional items and tax expenses 3854.63 5913.91
Exceptional items 0 0
Profit before tax expense 3854.63 5913.91
Tax expense 969.46 1509.76
Profit after tax expense 2885.17 4404.15
Non-controlling interests 0 0
Profit after tax expense after non-controlling interests 2885.17 4404.15
Other comprehensive Income 9.59 -71.97
Total Comprehensive Income 2894.76 4332.18
Add: Surplus at the beginning of the year 37931.04 33885.56
Less: Adjustment to the surplus at the beginning of the year (IND AS 115 and others) 0 -12.39
Total available for appropriation 40825.80 38205.36

For detailed analysis of the performance please refer to management’s discussionand analysis section of the annual report.

State of the Company’s Affairs:

During the period under review the Company has achieved an income ofRs.6008156863/- and net profit of Rs.239319579/- on a standalone basis. During thesame period the Company has achieved revenue of Rs.6409121903/- and net profit ofRs.288513674/- on a consolidated basis.

Share Capital

The Paid-up Share capital of the Company as on March 31 2021 isRs.173223350/-divided into 86611675 equity shares of Rs.2/- each fully paid up.

Dividend

The Board of Directors of your Company recommend a final dividend @60% on the paid upEquity Share of the Company i.e.Rs.1.20/-per equity share on face value of Rs.2 eachforthe financial year ended 31st March2021.

Dividend Distribution Policy

In accordance with Regulation 43A of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended yourCompany has adopted a Dividend Distribution Policy formulated by the Board specifying thefinancial parameters factors and circumstances to be considered in determining thedistribution of dividend to shareholders and / or retaining profits earned by the Company.

The Dividend Distribution Policy in terms of Regulation 43A of the Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulations2015 as amended is available on the Company’s website on www.astramwp.com.

Transfer to Reserves

The Board of Directors has decided to retain the entire amount of profits for FY2020-21 in the Retained Earnings.

Credit Rating the following existing rating for Long Term and Short During they earunder review the CRISIL has re-affirmed

Term Bank facilities of the Company:

a) Long-Term bank facilities: "CRISIL A/Stable.

b) Short-Term bank facilities: "CRISIL A1".

Listing of Equity Shares:

The Company’s equity shares are presently listed on the following Stock Exchanges:i) BSE Limited PhirozeJeeJeebhoy Towers Dalal Street Mumbai-400 001;and ii) NationalStock Exchange of India Limited Exchange Plaza Floor 5 Plot No. C/1 G BlockBandra-Kurla Complex Bandra (East) Mumbai -400051.

The Company has paid the Annual Listing Fees to the said Stock Exchanges for thefinancial year 2020-21.

Subsidiary Companies Associates and Joint Ventures

As per Section 129 of the Companies Act 2013the consolidated financial statements ofthe Company and all its subsidiaries and Associates prepared in accordance with theapplicable accounting standards and forms part of this Annual Report further a statementcontaining salient features of the financial statements of our subsidiaries and associatesin the prescribed form in AOC-1 is annexed to this Board’s Report as Annexure-1.

Consolidated Financial Statements

The Consolidated financial statements of the Company have been prepared in accordancewith the Indian Accounting Standards (IND AS) as per the Companies (Indian AccountingStandards) Rules 2015 notified under Section133 of the Companies Act 2013 and otherrelevant provisions of the Companies Act2013.

In accordance with the provisions of Section 136 of the Companies Act 2013 theaudited financial statements of the Company including consolidated financial statementsand related information of the Company and audited accounts of the subsidiaries areavailable on the website of the company and a copy of separate Audited financialstatements of its subsidiaries will be provided to shareholders upon their request.

Number of Meetings of the Board of Directors

Five (5) meetings of the Board of Directors were held during the financial year2020-21. The details of the meetings are given in the Corporate Governance Report whichforms part of this Annual Report.

Management Discussion and Analysis

The Management Discussion and Analysis forms an integral part of this Report andprovides details about the overall industry structure developments performance and stateof affairs of the Company and other material developments during the financial year.

Directors Responsibility Statement

Pursuant to the requirement under Section 134 of the Companies Act 2013 with respectto the Directors’ Responsibility Statement the Board of Directors of the Companyhereby confirm that:

i) In the preparation of the Annual Accountsthe applicable accounting standards havebeen followed and there are no material departures;

ii) The Directors have selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2021 and of Profit andLoss Account of the Company for that period;

iii) The Directors have taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

iv) The Directors have prepared the Annual Accounts for the financial year ended March31 2021 on a going concern basis;

v) The Directors have laid down internal financial controls to be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and vi) The Directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee presently consists of the following Directorsnamely Ms.Kiran Dhingra IAS (Retd.) Chairperson Dr. Avinash Chander and Mr. AtimKabra as Members.

Brief description of terms of reference:

a) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policyrelating to theremuneration of the directors key managerial personnel and other employees;

b) Formulation of criteria for evaluation of Independent Directors and the Board.

c) Devising a policy on Board diversity.

d) Identifying persons who are qualified to become Directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the Boardtheir appointment and removal.

Nomination and Remuneration Policy The objectives of the Policy

1) Today down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-Executive) and persons who may beappointed in Senior Management and Key Managerial positions and to determine theirremuneration.

2) To determine remuneration based on the Company’s size and financial positionand trends and practices on remuneration prevailing in peer companies.

3) To carry out evaluation of the performance of Directors.

4) To retainmotivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

The details of the meetings of the Nomination and Remuneration Committee convenedduring the financial year 2020 - 21 are given in the Corporate Governance Report whichforms part of this Annual Report.

Particulars of Loans Guarantees or Securities or Investments under Section 186

The particulars of loans guarantees and investments under Section186 of the CompaniesAct 2013 read with the Companies (Meetings of Board and its Powers) Rules 2014 for thefinancial year 2020-21 are given in Note 3 and 33 of the Notes to the financialstatements.

Transactions with Related Parties

All related party transactions entered into during FY 2020-21 were on arm’s lengthbasis and in the ordinary course of business. No material related party transactions wereentered into during the financial year by the Company.

All transactions with related parties were reviewed and approved by the AuditCommittee. Prior omnibus approval is obtained for related party transactions which are ofrepetitive nature and entered in the ordinary course of business and on arm’s lengthbasis.

The particulars of contracts or arrangements with related parties referred to insub-section (1) of Section 188 entered by the Company during the financial year endedMarch 31 2021 in prescribed Form AOC-2 is annexed to this Board’s Report as Annexure-2.

Corporate Social Responsibility (CSR)

Pursuant to Section 135 of the Companies Act 2013 read with the Companies (CorporateSocial Responsibility Policy) Rules 2014 your company has approved Policy on CSRFurther the Corporate Social Responsibility policy is placed on the website of theCompany at www.astramwp. com.

The Board of Directors of the Company have constituted a Corporate SocialResponsibility Committee presently consisting of following Directors namely Mr. S.Gurunatha Reddy Chairman Mr. M. V. Reddy and Dr. Avinash Chander as Members.

A report on Corporate Social Responsibility as per Rule 8 of Companies (CorporateSocial Responsibility Policy) Rules 2014 is annexed to this Board’s Report as Annexure-3.

During the Financial year Corporate Social Responsibility Committee meeting was heldon June 24 2020.

Attendance at the Corporate Social Responsibility Committee Meetings:

Name of the Director Category

Number of Meetings

Held Attended
Mr. S. Gurunatha Reddy Chairman 1 1
Mr. M.V.Reddy Member 1 1
Dr. Avinash Chander Member 1 1

Astra Foundation

Astra Foundation was established under Section 8 of the Companies Act 2013 as aNon-Profit Organisation on 9th July 2016 as a subsidiary of the company to grantdonations to poor and needy for meeting expenditure of education welfare medicaltreatments and to establish promote set-up run maintain assist finance support and/ or aid in setting up and / or maintaining and /or running school for orphanages poorhouses for relief and help to the poor old and inform people and / or destitutes.

The wholly owned subsidiary i.e. Astra Foundation has not carried out any activitiesduring the financial year under review.

Mechanism for Evaluation of Board

Pursuant to the provisions of the Companies Act 2013 and SEBI [Listing Regulations]the performance evaluation of the Board the Committees of the Board and IndividualDirectors is done on annual basis.

Evaluation of all Board members is done on an annual basis. The IndividualDirectors’ responses to the questionnaire on the performance of the Boardcommittee(s) Directors and Chairman were analyzed by an independent consultant toarrive at unbiased conclusions.

Directors and Key Managerial Personnel Directors:

As per the provisions of the Companies (Qualifications and Appointment of Act 2013read with Companies Directors) Rules 2014 Mr. Atim Kabra Director (DIN:00003366)retires by rotation at the ensuing Annual General Meeting and being eligible offershimself for re-appointment. The Board recommends his re-appointment.

Mr.V.V.R.Sastry Independent Director ceased as Director of the Company with effectfrom January 28 2021 due to retirement. The Board places on record its deep appreciationfor the valuable services rendered by him to the Board and the company during his tenureas Chairman of Audit Committee and Independent Director.

Mr.B.L.N.Raju Independent Director ceased as Director of the Company with effect fromJanuary 28 2021 due to retirement. The Board places on record its deep appreciation forthe valuable services rendered by him to the Board and the company during his tenure asChairman of Nomination and Remuneration Committee and Independent Director.

The Independent Directors of the company have submitted their declaration ofindependence as required pursuant to the Section149(7) of the Companies Act 2013 statingthat they meet the criteria of independence as provided in Section 149(6) of the CompaniesAct2013.

Key Managerial Personnel:

Mr.S.Gurunatha Reddy - Managing Director

Mr.M.V.Reddy - Joint Managing Director

Mr.B.V.S.Narasinga Rao - Chief Financial Officer

Mr. T.Anjaneyulu - Company Secretary

There has been no change in the key managerial personnel during the year.

Deposits

The Company has not accepted any deposits from the public in terms of Section 73 of theCompanies Act 2013.

AUDITORS Statutory Auditors

Price Waterhouse Chartered Accountants LLP Chartered Accountants (FRN012754N/N500016) Statutory Auditors of the company hold office till the conclusion of the31st Annual General Meeting of the company. The Auditor’s report to the shareholderson the standalone and consolidated financial statement for the financial year ended March31 2021 does not contain any qualifications observations or adverse comment.

Internal Auditors

The Board of Directors of the Company have appointed M/s. Kirtane & Pandit LLPChartered Accountants as Internal Auditors to conduct Internal Audit of the Company forthe financial year ended March 31 2021.

Cost Auditors

Pursuant to the provisions of Section 148(3) of the Act the Board of Directors hadappointed M/s.DZR &Co.

(FRN: 000173) as Cost Auditors of the Company for conducting the audit of costrecords for the financial year ended March 31 2021. The audit is in progress and reportwill be filed with the Ministry of Corporate Affairs within the prescribed period. Aproposal for ratification of remuneration of the Cost Auditors is placed before theshareholders.

Secretarial Auditor Report

As per the provisions of Section 204 and other applicable provisions if any of theCompanies Act 2013 the Board of Directors have appointed Mr. L. Dhanamjay ReddyPractising Company Secretary (C.P.No: 3752) as Secretarial Auditor for auditing thesecretarial records maintained by the Company for the financial year 2020-21.

The Secretarial Auditor’s Report is annexed to this Board’s Report as Annexure-4A.

Secretarial Audit of Material Unlisted Indian Subsidiary

Secretarial Audit of Bhavyabhanu Electronics Private Limited the material unlistedIndian subsidiary of the Company was also undertaken by Mr. L. Dhanamjay Reddy PractisingCompany Secretary Hyderabad for the financialyear 2020-21 and their report is annexedas‘ Annexure-4B’ to this report in terms of Regulation 24A of theSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulations 2015.

Annual Secretarial Compliance Report

The Company has undertaken an audit for the financial year 2020-21 for all applicablecompliances as per Securities and Exchange Board of India Regulations andCirculars/Guidelines issued thereunder. The Annual Secretarial Compliance Report issued byMr. L. Dhanamjay Reddy Practising Company Secretary Hyderabad has been submitted to theStock Exchanges within the specified time and same is annexed here with as Annexure4C’.

Board’s response on Auditor’s qualification reservation or adverse remark ordisclaimer made

There are no qualifications reservations or adverse remarks made by the statutoryauditors in their report or by the Practicing Company Secretary in the Secretarial AuditReport for the financial year.

During the year there were no instances of frauds reported by auditors under Section143(12) of the Companies Act 2013.

Audit Committee

The Audit Committee presently consists of the following Directors namely Mr.S.K.Sharma Chairman Dr. Avinash Chander Mr. S. Gurunatha Reddy and Ms.Kiran DhingraIAS (Retd.) as members of the Committee.

All members of the Audit Committee are financially literate and have experience infinancial management.

All the recommendations made by the Audit Committee were accepted by the Board ofDirectors of the Company. The terms and reference of Audit Committee and details of themeetings of the Audit committee held during the financial year 2020-21 and the attendanceof members are provided in the Corporate Governance forms part of this Annual Report.

Corporate Governance

The Corporate Governance Report regarding compliance of the conditions of corporategovernance by your Company as stipulated in Regulation 34(3) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed as part of thisReport along with the Certificate on its compliance.

Vigil Mechanism / Whistle Blower Policy

Pursuant to the provisions of Section177 of the Companies Act 2013 read with Rule 7 ofthe Companies (Meetings of Board and its Powers) Rules 2014 and Regulation 22 of the SEBIListing Regulations the Board of Directors had approved the policy on Vigil Mechanism /Whistle Blower and the same was hosted on the website of the company. This Policyinter-alia provides a direct access to the Chairman of the Audit committee.

Your company hereby affirms that no Director / Employee has been denied access to theChairman of the Audit Committee and that no complaints were received during the year. Thepolicy of vigil mechanism is available on the Company’s website.

Prevention of Insider Trading:

As per SEBI (Prohibition of Insider Trading) Regulation 2015 the Company has adopteda Code of Conduct for Prevention of Insider Trading. The Company has appointedMr.T.Anjaneyulu Dy.G.M - Company Secretary as Compliance Officer who is responsible forsetting forth procedures and implementation of the code for trading in Company’ssecurities. During the year under review there has been due compliance with the said codeof conduct for prevention of insider trading.

Statement of particulars of appointment and remuneration of managerial personnel

The Statement of particulars of Appointment and Remuneration of Managerial Personnel asper Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is annexed to this Board’s Report as Annexure- 5.

Insurance

All properties and insurable interests of the Company have been fully insured.

Internal Financial Controls

The company has in place adequate internal financial controls with reference tofinancial statements. The Company maintains all its records in SAP System and the workflow and approvals are routed through SAP.

Names of Companies which have become or ceased to be Company’s Subsidiaries JointVentures or Associate Companies during the year

During the Financial year no Company has become or ceased to be Company’sSubsidiary Joint Venture or Associate Company.

Change in the nature of business

There has been no change in the nature of business of the Company.

Material changes and commitments

There are no Material changes and commitments affecting the financial position of theCompany which occurred between the financial year ended March 312021 to which thefinancial statements relates and the date of signing of this Report.

Details of Significant and Material orders passed by the regulators or courts ortribunals

the Regulators or Courts or Tribunals which would impact Thereareno significant thegoing concern status of the company.

Human Resources

The Industrial relations of the Company continued to be cordial and harmonious duringthe year under review.

Policy on Sexual Harassment

The Company has adopted policy on Prevention of Sexual Harassment of Women at Workplacein accordance with The Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013.

Compliance with Secretarial standards

The company has complied with Secretarial Standards issued by the Institute of CompanySecretaries of India.

Conservation of Energy Technology Absorption and Foreign Exchange Earnings and Outgo

In accordance with the requirements of Section 134 of the Companies Act 2013statementshowing the particulars relating to conservation of energy technology absorption foreignexchange earnings and out go is annexed to this Board’s Report as Annexure-6.

Extracts of Annual Return

Pursuant to Section 92 and Section 134 of the Companies Act 2013 as amended from timeto time the Annual Return as on March 31 2021 in form MGT-7 is available on the websiteof the Company at www.astramwp.com.

Risk Management:

Pursuant to Regulation 21 of Listing Regulations the Board of Directors of the Companyhas constituted a Risk Management Committee to frame implement and monitor the riskmanagement plan for the Company. The Committee comprises one Independent Director and twoExecutive Directors.

The scope of Risk Management Committee includes monitoring and reviewing the riskmanagement plan and ensuring its effectiveness. The major risks identified by thebusinesses and functions are systematically addressed through mitigating actions on acontinuous basis. For details please refer to the Management Discussion and Analysisreport which forms part of this report.

Business Responsibility Report

In accordance with regulation 34(2(f) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 as amended the‘Business Responsibility Report’ (BRR) is forming part of this report as Annexure-7.

Further the Business Responsibility Report is placed on the Website of the Company atwww.astramwp.com.

Acknowledgments:

Your Directors express their gratitude to all investors customers vendors banks andregulatory and the State and the Central governmental authorities /departments for theircontinued support. The Directors also wish to thank the employees at all levels for theircontribution support and dedicated services throughout the year.

For and on behalf of the Board of Directors
S. Gurunatha Reddy M.V. Reddy
Place: Hyderabad Managing Director Joint Managing Director
Date: July 21 2021 DIN: 00003828 DIN: 00421401

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