|BSE: 532830||Sector: Industrials|
|NSE: ASTRAL||ISIN Code: INE006I01046|
|BSE 00:00 | 03 Aug||2218.65||
|NSE 00:00 | 03 Aug||2220.95||
|Mkt Cap.(Rs cr)||44,573|
|Mkt Cap.(Rs cr)||44572.68|
Astral Ltd. (ASTRAL) - Director Report
Company director report
Your Directors have pleasure in presenting the 24th AnnualReport of your Company together with the Audited Statements of Accounts for the year endedMarch 312020.
1. Financial Highlights:
The Standalone and Consolidated Financial Results for the year endedMarch 312020 are as follows:
During the year under review the Board of Directors declared and paidtwo Interim Dividends totalling Rs 1/- (100%) per equity share compared to Rs 0.70/- (70%)total dividends paid in the previous year. First Interim Dividend of Rs 0.40/- (40%) perequity share was declared on October 24 2019 and Second Interim Dividend of Rs 0.60/-(60%) per equity share was declared on February 11 2020. The said interim dividends haveabsorbed Rs 151 Million during the year under review compared to Rs 84 Million absorbed inthe previous year. In order to conserve resources the Board of Directors has notrecommended Final Dividend.
3. Issue of Shares:
Your Company allotted 723200 equity shares of Rs 1/- each on May 202019 pursuant to Scheme of Amalgamation of Rex Polyextrusion Private Limited with yourCompany vide Hon'ble National Company Law Tribunal order dated May 2 2019.
Your Directors are pleased to inform that during the year under reviewyour Company issued 30132441 bonus shares of Rs 1/- each in the ratio of 1:4. 1.Further the net proceeds of the sale of fractional entitlement to the bonus issue weredistributed to the eligible members. Accordingly the paid up share capital of the Companywas increased from Rs 120529765 to Rs 150662206.
4. Consolidated Financial and Operational Review:
Consolidated Net Sales has increased by 3% from Rs 25073Million to Rs 25779 Million.
Consolidated EBIDTA has increased by 14% from Rs 3967 Millionto Rs 4534 Million.
Consolidated Profit Before tax has increased by 8% from Rs 2834Million to Rs 3061 Million.
Consolidated Profit after Tax has increased by 27% from Rs 1973Million to Rs 2496 Million.
5. Project Implementation and Performance Review:
During the year under review your Company has increased itsinstalled capacity by 16% from 205290 M.T. to 238730 M.T. Your Company has utilised itscapacity to the tune of 135636 M.T. as against last year's figure of 120821 M.T. whichshows a utilisation growth of 12%.
During the year under review your Company has incurred capitalexpenditure to the tune of Rs 2063 Million towards plant & machineries factorybuilding and other capital expenditure.
6. Subsidiary/Associate Companies:
During the year under review your Company incorporated a section 8Company namely "Astral Foundation w.e.f. February 18 2020 as a subsidiaryCompany to carry out Corporate Social Responsibility activities in accordance with the CSRpolicy.
As at March 31 2020 your Company had 4 direct subsidiaries 1 stepdown subsidiary and 1 associate company.
A statement containing salient features of the financial statement ofsubsidiary/joint venture (associate) companies in the prescribed format (i.e. Form AOC-1as per Companies (Accounts) Rules 2014) is attached to the financial statements of theCompany.
In accordance with Section 136 of the Companies Act 2013the auditedfinancial statements including consolidated financial statements and audited accounts ofeach of the subsidiary are available on www.astralpipes.com. These documents will also beavailable for inspection during working hours at the registered office of your Company atAhmedabad Gujarat. Any member interested in obtaining such document may write to theCompany Secretary and the same shall be furnished on request.
7. Consolidated Financial Statements:
The Consolidated Financial Statements of your Company prepared inaccordance with the provisions of the Companies Act 2013 Listing (Obligations andDisclosure Requirement) Regulations 2015 and applicable Accounting Standards prescribedunder section 133 of the Companies Act 2013 form part of this annal report.
8. Management Discussion and Analysis Report:
Management Discussion and Analysis Report prepared pursuant to SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 forms part thisDirectors' Report.
9. Corporate Governance:
Corporate Governance Report prepared pursuant to SEBI (ListingObligations and Disclosure
Requirements) Regulations 2015 forms part of this Directors' Report.
During the year under review your company has complied with theapplicable Secretarial Standards.
10. Business Responsibility Report:
Business Responsibility Report prepared pursuant to SEBI (ListingObligations and Disclosure
Requirements) Regulations 2015 forms part of this Directors' Report.
The Fixed Assets and Stocks of your Company are adequately insured.
12. Fixed Deposits:
Your Company has not accepted any Fixed Deposits as defined underSection 73 of the Companies Act 2013 and rules framed there under.
13. Particulars of Loans Guarantees orInvestment:
Details of Loans Guarantees and Investments covered under theprovisions of Section 186 of the Companies Act 2013 are given in the notes to theFinancial Statements.
14. Corporate Social Responsibility:
In accordance with the provisions of section 135 of the Companies Act2013 and the rules made thereunder your Company has constituted Corporate SocialResponsibility Committee of Directors. The role of the Committee is to review CSRactivities of the Company periodically and recommend to the Board amount of expenditure tobe spent on CSR annually.
Annual Report on CSR activities carried out by the Company during FY2019-20 is enclosed as Annexure - A to this report.
15. Directors' Responsibility Statement:
Pursuant to the requirements under Section 134(3) (c) of the CompaniesAct 2013 with respect to Directors' Responsibility Statement your Directors herebyconfirm the following:
a) In the preparation of the annual accounts for the financial yearended March 31 2020 the applicable accounting standards have been followed;
b) The directors have selected such accounting policies and appliedconsistently and made judgements and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of thefinancial year and of the profit and loss of the Company for that period;
>c) The directors have taken proper and sufficient care towards themaintenance of adequate accounting records in accordance with the provisions of theCompanies Act 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities;
d) The directors have prepared the annual accounts on a going concernbasis;
e) The directors have laid down internal financial controls which areadequate and operating effectively;
f) The directors have devised proper systems to ensure compliance withthe provisions of all applicable laws and such systems are adequate and operatingeffectively.
M/s. S R B C & Co. LLP Chartered Accountants were appointed asAuditors of the Company for a term of 5 (five) consecutive years at the Annual
General Meeting held on August 8 2017. They have confirmed that theyare not disqualified from continuing as Auditors of the Company.
The Notes on financial statement referred to in the Auditors' Reportare self-explanatory and do not call for any further comments. The Auditors' Report doesnot contain any qualification reservation adverse remark or disclaimer.
Pursuant to Section 148 of the Companies Act 2013 read with theCompanies (Cost Records and Audit) Rules 2014 (including any statutory modifications andre-enactments thereof) the cost audit records maintained by the Company in respect of itsplastic & polymers activity is required to be audited. Your Directors have on therecommendation of the Audit Committee appointed M/s V. H Savaliya & Associates CostAccountants to audit the cost accounts of the Company for the financial year 202021 at aremuneration of Rs 0.12 Million. As required under the Companies Act 2013 theremuneration payable to the cost auditor is required to be placed before the members in ageneral meeting for their ratification. Accordingly a resolution seeking members'ratification for the remuneration payable to M/s V. H Savaliya & Associates isincluded in the Notice convening the ensuing Annual General Meeting.
Cost Audit Report for the year 2019-20 will be submitted to the CentralGovernment in due course.
Pursuant to the provisions of Section 204 of the Companies Act 2013and the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014 theBoard of Directors appointed Ms. Monica Kanuga Practicing Company Secretary to undertakethe Secretarial Audit of the Company for FY 2019-20. Secretarial Audit Report for FY2019-20 is enclosed as Annexure - B to this report.
The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
17. Risk Management and Internal FinancialControl:
Your Company has an Internal Financial Control System commensurate withthe size scale and complexity of its operations. Your Company has adopted proper systemof Internal Control and Risk Management to ensure that all assets are safeguarded andprotected against loss from unauthorised use or disposition and that the transactions areauthorised recorded and reported quickly.
18. Significant and Material Orders:
There are no significant and material orders passed by any regulator orcourt or tribunal impacting the going concern status and your Company's operations infuture.
19. Board Evaluation:
The Board carried out an annual performance evaluation of its ownperformance and that of its committees and independent directors as per the formalmechanism for such evaluation adopted by the Board. The performance evaluation of theChairman the Non-Independent Directors and the Board as a whole was carried out by theIndependent Directors. The exercise of performance evaluation was carried out through astructured evaluation process covering various criteria as recommended by the Nominationand Remuneration Committee.
20. Related Party Transactions:
Pursuant to the provisions of section 188 of Companies Act 2013. Allthe related party transactions entered into during the financial year under review were inordinary course of business and on an arm's length basis. There were no materialsignificant transactions with related parties during the financial year which were inconflict with the interest of the Company. Accordingly information inform AOC-2 is notannexed.
All Related Party Transactions are placed before the Audit Committeeand the Board for approval. Prior omnibus approval of the Audit Committee is obtained forthe transactions which are of a foreseen and repetitive nature. The transactions enteredinto pursuant to the omnibus approval so granted are placed before the Audit Committee andthe Board of Directors for their review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board isuploaded on the Company's website and the same can be accessed athttps://www.astralpipes.com/uploads/investor broucher/1538992703 108 l.pdf. The details ofthe transactions with Related Party are provided in the accompanying financial statements.
21. Numbers of Board Meetings:
The Board of Directors met 6 (six) times during the year under review.The details of Board Meetings and the attendance of the Directors are provided in theCorporate Governance Report.
Pursuant to Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Anil Kumar Jani is liable to retire by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment.
Mr. Viral Jhaveri was on recommendation of Nomination and RemunerationCommittee appointed by the Board of Directors as an additional director (Independent)under section 161 of the Companies Act 2013 w.e.f. October 24 2019 who shall hold officeupto the date of ensuing Annual General Meeting. The Company has received a notice as perthe provisions of Section 160 of the Companies Act 2013 from a member proposing hisappointment as Director. He is proposed to be appointed as an Independent Director for aperiod of five years i.e. to hold office upto October 23 2024. The Board of Directorsproposes to regularise his appointment by way of passing resolution.
Further Mr. C. K. Gopal was on recommendation of Nomination andRemuneration Committee appointed by the Board of the Directors as an additional director(Independent) under section 161 of the Companies Act 2013 w.e.f. February 11 2020 whoshall hold office upto the date of ensuing Annual General Meeting. The Company hasreceived a notice as per the provisions of section 160 of the Companies Act 2013 from amember proposing his appointment as Director. He is proposed to be appointed as anIndependent Director for a period of five years i.e. to hold office upto February 102025. The Board of Directors proposed to regularise his appointment by way of passingresolution.
The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.
The Company has received necessary declaration from each independentdirector under section 149(7) of the Companies Act 2013 that they meet the criteria ofindependence laid down in section 149(6) of the Companies Act 2013.
All the directors of the Company have confirmed that they are notdisqualified from being appointed as director's in terms of Section164 of the CompaniesAct 2013.
Details of policy of appointment and remuneration of directors has beenprovided in the Corporate Governance Report.
23. Changes in Key Managerial Personnel:
During the year under review there was no change in Key ManagerialPersonnel.
24. Extract of Annual Return:
The details forming part of the extract of the Annual Return in formMGT 9 is annexed herewith as Annexure - C to this report.
25. Employees Stock Option Scheme:
Your Company approved formulation of Employee Stock Option Scheme('ESOS') viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS2015) in October 2015. The said scheme is administered by the Nomination and RemunerationCommittee for the benefit of the employees of the Company. During the year under reviewyour Company obtained in principle approval for additional 23429 equity shares underAstral Employee Stock Option Scheme 2015 pursuant to Bonus issue of shares by the Companyvide shareholders' resolution dated September 6 2019. Further during the year underreview an aggregate of 18620 stock options (post Bonus adjustment) at an exercise priceof Rs 40 per option (post Bonus adjustment) were granted to eligible employees.
There is no material change in Astral ESOS 2015 during the year underreview and the Scheme is in compliance with Securities and Exchange Board of India (ShareBased Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14of the said regulations have been placed on the investor relation page of the website ofthe Company at https://www.astralpipes.com/uploads/ investor broucher/1595062971 esos sebidisclosure - 2020.pdf .
26. Particulars of Employees:
A statement containing the names and other particulars of employees inaccordance with the provisions of section 197(12) of the Companies Act 2013 read withrule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 is appended as Annexure - D to this report.
However in terms of Section 136(1) of the Act the Report and Accountsare being sent to the Members and others entitled thereto excluding the Statement ofParticulars of Employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 as amended. The said statement isavailable for inspection by the Members at the Registered Office of the Company duringbusiness hours on working days upto the date of the ensuing Annual General Meeting.
27. Disclosure with Respect to Conservation of Energy TechnologyAbsorption and Foreign Exchange Earnings and Outgo:
The particulars under Section 134(3) (m) with respect to conservationof energy technology absorption and foreign exchange earnings and outgo pursuant to theCompanies (Accounts) Rules 2014 are provided in the Annexure - E to the Report.
Your Company has maintained healthy cordial and harmonious industrialrelations at all levels. The enthusiasm and unstinted efforts of the employees haveenabled your Company to remain at the forefront of the industry. Your directors place onrecord their sincere appreciation for significant contributions made by the employeesthrough their dedication hard work and commitment towards the success and growth of yourCompany. The Directors wish to thank Specialty Process LLC U.S.A for the support extendedto your Company throughout the journey of your Company. Your Directors take thisopportunity to place on record their sense of gratitude to the Banks FinancialInstitutions Central and State Government Departments their Local Authorities and otheragencies working with the Company for their guidance and support.
On behalf of the Board of Directors