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Sintex Industries Ltd.

BSE: 502742 Sector: Industrials
NSE: SINTEX ISIN Code: INE429C01035
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VOLUME 399377
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OPEN 3.75
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VOLUME 399377
52-Week high 5.83
52-Week low 1.72
P/E
Mkt Cap.(Rs cr) 224
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Sintex Industries Ltd. (SINTEX) - Director Report

Company director report

To

The Shareholders

Your Directors presenting the 88th Annual Report highlighting the businessand operations of the Company on a standalone basis and the accounts for the financialyear ended 31st March 2019.

Financial highlights

(Rs in crore)

Particulars 2018-19 2017-18
Gross turnover 2820.77 2035.76
Gross profit 268.83 313.88
Less: Depreciation 232.42 142.16
Profit before tax 36.41 171.72
Less: Provision for taxation — current tax 6.94 4.07
Deferred tax 10.27 31.67
Profit/(loss) after tax 19.20 135.98
Profit for the Year 19.20 135.98

Note: Previous years' figures have been regrouped/re-classified wherever required.

Financial performance

Fiscal 2018-19 was moderate year for the Company as reflected in the financials. YourCompany reported 38.56 % growth in gross sales from Rs. 2035.76 crore in 2017-18 to Rs2820.77 crore in 2018-19.

EBIDTA increased from Rs 420.67 crore in 2017-18 to Rs. 477.65 crore in 2018-19 owingto value led growth which improved business profitability. The profit after tax for theyear reduced by 85.88 % from Rs. 135.98 crore in 2017-18 to Rs. 19.20 crore in 2018-19.The earnings per share (face value of Re. 1) stood at Rs. 0.32 (basic) and Rs. 0.32(diluted) for 2018-19 against Rs. 2.37 (basic) and Rs. 2.37 (diluted) for 2017-18.

Transfer to Reserves

The Company has not transferred any amount to the general reserve during the currentfinancial year.

Dividend

With a view to conserve its resources the Board of Directors of your Company has notrecommended dividend on the equity shares of the Company for the Financial Year 2018-19.

Dividend Distribution Policy

Pursuant to Regulation 43A of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 ("LODR") the Company has formulated itsDistribution Policy and the same has been uploaded on the website of the Company which canbe accessed atHREF="http://sintex.in/wp-content/uploads/2016/11/Dividend_">http://sintex.in/wp-content/uploads/2016/11/Dividend_Distribution_Policy.pdf

Share Capital:

During the year the Company has not issued any shares on exercise of conversion by theFCCBs holder. As at 31st March 2019 FCCBs worth US$ 13.50 million (of the US$ 110million FCCB issue) were outstanding for conversion into equity shares.

The Company's paid-up Equity Share Capital continues to stand at Rs. 594095088/-divided into 594095088 equity shares of Re. 1/- each as on 31st March 2019.

Fixed deposits

During the year under review your Company has not accepted any deposits within themeaning of Section 73 of the Companies Act 2013 and the rules made there under.

State of Company's affairs

Sintex is a respected name in the textile industry in India and the global markets forits men's structured fabrics which are one of the finest in the industry and is used byleading European fashion labels and leading garment brands in India. This is a high-valuebusiness which continues to grow at a healthy pace over the years.

More recently the Company ventured into the cotton yarn space setting up one of themost sophisticated spinning units in India - it generates high-value compact andspecialized yarns. The high- quality yarn has been widely accepted by weaving community inIndia and in leading textile hubs across the world.

The Company's unit near Pipavav is operating more than 6 Lakhs spindles (Phase I &II of its expansion plan) - Phase III of the facility is under commissioning and isexpected to commence operations in the current year.

The yarn division also registered healthy growth in business as sales volumes and netsales increased by 40.41% and 38.56% respectively over the previous year. Despite healthybusiness progress business profitability was challenged owing to the volatility in cottonprices and availability of cotton during the year under review.

Performance of subsidiary - BVM Overseas Limited

Sintex's presence in domestic as well as export market is through its wholly ownedsubsidiary BVM Overseas Limited.

Sintex is trading its products in domestic and international markets which includesyarn shirting and bottom weights through this subsidiary. In future other fabric such assheeting and value added yarns shall be sold through this subsidiary.

Until last financial year Sintex yarns were exported to 35 plus countries across theglobe. Now company has succeeded in tapping the markets of additional 11 countries. Thenew countries such as Guatemala Madagascar Sri Lanka Serbia Poland Kenya MoroccoTunisia South Africa Japan and Taiwan are identified this year. Thus the company hasexpanded its export potential this year.

BVM Overseas Limited

The Company is the trading arm of Sintex Industries in India and in internationalmarkets. While the Company currently trades in yarn other products like fabrics sheetingetc. will be brought under the Company's fold for capitalising on trading opportunities inIndia and with international customers over time.

The financial year under review has been a very good year for the Company as the growthstory has continued by increasing turnover to Rs. 2119.88 crores against Rs. 1181.64crores in 2017-18. Out of the total turnover about 63% accrued from the internationalmarket. The Company reported an EBIDTA of Rs. 19.07 crore in 2018-19.

Changes in subsidiaries associates and joint ventures/wholly-owned subsidiaries:

During the year under review there was no change in the status of subsidiaries andjoint ventures/ wholly-owned subsidiaries.

Corporate Social Responsibility initiatives

As part of its initiatives under Corporate Social Responsibility the Company hasundertaken projects in the areas of education livelihood sports health water andsanitation. These projects are in accordance with Schedule VII to the Companies Act 2013.

The Annual Report on CSR activities is annexed herewith as Annexure - A.

Internal Financial Control (IFC) systems and their adequacy

As per the provisions of the Companies Act 2013 the Directors have the responsibilityfor ensuring that the Company has implemented robust system / framework for IFCs toprovide them with reasonable assurance regarding the adequacy and operating effectivenessof controls to enable the Directors to meet with their responsibility.

The Company has in place a sound financial control system and framework in place toensure:

The orderly and efficient conduct of its business including adherence to Company'spolicies

Safeguarding of its assets

The prevention and detection of frauds and errors

The accuracy and completeness of the accounting records and

The timely preparation of reliable financial information.

A formal documented IFC framework has been implemented by the Company. The Boardregularly reviews the effectiveness of controls and takes necessary corrective actionswhere weaknesses are identified as a result of such reviews. This review covers entitylevel controls process level controls fraud risk controls and Information Technologyenvironment. Based on this evaluation there is nothing that has come to the attention ofthe Directors to indicate any material break down in the functioning of these controlsprocedures or systems during the year. There have been no significant events during theyear that have materially affected or are reasonably likely to materially affect ourinternal financial controls. The management has also come to a conclusion that the IFC andother financial reporting was effective during the year and is adequate considering thebusiness operations of the Company.

Statutory Auditors and Auditors' Report

M/s. Shah & Shah Associates Chartered Accountants Ahmedabad (FRN 113742W) wereappointed as Statutory Auditors of the Company for a period of five years at the 83rdAnnual General Meeting of the Company held on 1st August 2014 for the term of Five Yearstill the conclusion of 88th Annual General Meeting of the Company pursuant to provisionsof Section 139(1) of the Companies Act 2013.

As the term of appointment of statutory auditor is expiring at ensuing Annual GeneralMeeting the Company approached for

their re-appointment for second term of five years. M/s. Shah & Shah Associateshas shown their unwillingness to continue as a statutory auditor of the company for thesecond term.

The Report given by M/s. Shah & Shah Associates Chartered Accountants on thefinancial statement of the Company for the financial year 2018-19 does not have anyqualifications observations reservation or comments or other remarks which have anyadverse effect on the functioning of the company. All Notes including note(s) on financialstatement with respect to the Auditor's report are self-explanatory and do not call forany further comments.

Based on the recommendations of the Audit Committee for appointment remuneration andterms of appointment of the Statutory Auditors of the Company the Company has appointedM/s. R Choudhary and Associates (FRN: 101928W) Chartered Accountants Ahmedabad at themeeting of Board of directors held on 22nd May 2019 by passing a resolution for theirappointment as a Statutory Auditor of the Company for the term of 5 (Five) years to holdoffice from the conclusion of ensuing 88th AGM till the conclusion of 93rd AGM of theCompany at such remuneration as may be determined by the Board of Directors inconsultation with the Statutory auditors and subject to approval of members for theirappointment at this 88th Annual General Meeting".

The Company has also obtained from the Auditors a certificate as required underSection 139(1) of the Companies Act 2013 read with Rule 4 of the Companies (Audit andAuditors) Rules 2014 to the effect that they are eligible to be appointed as statutoryauditors of the Company. Pursuant to Regulation 33(1)(d) of SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 the Auditors have confirmed that they havevalid certificate issued by the Peer Review Board of the Institute of CharteredAccountants of India (ICAI).

Reporting of Fraud

There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.

Cost Auditor

As per requirement of Central government and pursuant to Section 148 of the CompaniesAct 2013 read with The Companies (Cost Records and Audit) Rules 2014 as amended fromtime to time the cost account records maintained by the Company are required to beaudited.

The Board of Directors on the recommendation of the Audit Committee has appointedM/s. Shah Mehta & Co. Cost Accountants Ahmedabad as Cost Auditor to audit the costrecords of the Company for the financial year 2019-20. The Cost Auditors have submitted acertificate of their eligibility for such appointment. As required under the CompaniesAct 2013 the remuneration payable to the cost auditor is required to be placed beforethe Members in a General Meeting for their ratification. Accordingly a Resolution seekingMember's ratification for the remuneration payable to M/s. Shah Mehta & Co. CostAccountants Ahmedabad is included in the Notice convening the Annual General Meeting.

Secretarial Audit Report

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed M/s. Chirag Shah & Associates Company Secretaries Ahmedabad to undertakethe Secretarial Audit of the Company. The Secretarial Audit Report for the financial year2018-19 is annexed herewith as Annexure - B'. There were no qualifications observationsreservation or comments or other remarks in the Secretarial Audit Report which have anyadverse effect on the functioning of the Company.

Directors and Key Managerial Personnel

Mr. Rahul A. Patel Director is due to retire by rotation at this Annual GeneralMeeting in terms of Section 152(6) of the Companies Act 2013 and is eligible forreappointment.

During the year under review Mr. Dinesh B. Patel the Chairman and Mr. Arun P. Patelthe Vice-Chairman of the Company who had attained age of 75 years resigned from theBoard of the Company w.e.f 29th March 2019 due to age criterion prescribed underregulation 17(1 A) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 and Dr. Lavkumar Kantilal Shah resigned as an Independent Directorw.e.f 29th March. 2019.

The Board places on record its deep appreciation of the invaluable contributions aswell as advice and guidance provided by Mr. Dinesh B. Patel Mr. Arun P. Patel and Dr.Lavkumar Kantilal Shah during their tenure.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation16(1)(b) read with Regulation 25(8) of the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015.

As stipulated under Regulation 36(3) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations 2015 and SecretarialStandards-2 issued by the Institute of Company Secretaries of India brief profiles of theDirectors proposed to be appointed/reappointed nature of their expertise in specificfunctional areas names of the companies in which they hold directorships andmembership/Chairmanship of Committees of the Board shareholding in the Company anddisclosure of relationship between directors inter-se are provided in the Notice attachedforming part of the Annual Report.

The Independent Directors have been updated with their roles rights andresponsibilities in the Company by specifying them in their appointment letter along withnecessary documents reports and internal policies to enable them to familiarise with theCompany's procedures and practices.

There was no change in the Key Managerial Personnel during the year.

Awards and Recognitions

During this year the company has received 4 prestigious awards. These awards arereceived for contributing to the high employment generation talent management &talent development along with best practices at work. The names of the awards are asfollows:

1. "National Best Employer Brand 2018"- CHRO Asia

2. "National Best Employer Brand 2018"- World HRD Congress

3. "Gujarat Best Employer Brand 2018"- World HRD Congress

4. "TEXPROCIL" Gold Trophy for the Year 2017-18

During this year Sintex yarns has successfully accredited with 11 certifications forefficient management practices sustainable raw materials premium range of yarns coupledwith highest quality standards of products

Below is a list of certifications.

1. Intertek ISO: 9001 - "QMS" Certificate of Quality Management System forimplementing effective statutory and regulatory compliance at organisation

2. Intertek ISO: 14001 - "EMS" Certificate of Environment Management Systemfor implementing greener environmental footprint at organisation

3. GOTS Organic: GOTS - "Global Organic Textile Standard" for textilesproducts made from organic fibre and nontoxic dyes

4. Organic OCS - "Organic Content Standard" for products made from 95%certified organic materials

5. Organic GRS -"Global Recycle Standard"for products containing 20%sustainable recycled materials

6. BCI: "Better Cotton Initiative Standard" for products made fromsustainable cotton

7. "OEKOTEX Certificate" for products confirming human- ecological safetycompliance

8. "Usterized Certificate" for yarns with high quality parameters

9. CUSA: "Cotton USA Licensee" - Cotton Council International for superiorproducts made from US cotton

10. "SUPIMA Licensee" for products made from Supima cotton

11. Rieter COMP4R for premium compact yarns made from Rieter compact Technology.

Insurance

The Company's plant property equipments and stocks are adequately insured againstmajor risks. The Company has also taken

Directors' and Officers' Liability insurance Policy to provide coverage against theprobable liabilities arising on them if any.

Board evaluation

Pursuant to the provisions of the Companies Act 2013 and the Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations 2015 theBoard has carried out through a structured evaluation process covering various aspects ofthe Board functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.

Directors' Responsibility Statement

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofSection 134(3)(c) of the Companies Act 2013 that:

a) in the preparation of the annual accounts the applicable accounting standards hadbeen followed along with proper explanation relating to material departures;

b) the Directors had 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 at the end of the financial year and ofthe profit and loss of the company for that period;

c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

d) the Directors had prepared the annual accounts on a going concern basis; and

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) the systems to ensure compliance with the provisions of all applicable laws were inplace and that such systems were adequate and operating effectively.

Sintex ESOP 2018

The Company has instituted the Sintex Industries Limited -Employees Stock OptionPlan-2018 (ESOP Plan) to grant equity based incentives to eligible employees of theCompany and directors of the Company excluding independent directors. The Scheme of ESOPPlan is in compliance with the SEBI (Share Based Employee Benefits) Regulations 2014.During the year under review the Company has not granted any stock options pursuant toESOP Plan.

A total of 3000000 options would be available for grant to the eligible employees ofthe Company and directors of the Company excluding independent directors under the ESOPPlan.

The details as required to be disclosed under Regulation 14 of the SEBI (Share BasedEmployee Benefits) Regulation 2014 has been uploaded on the Company's website at the linkHREF="http://www.sintex/">http://www.sintex .in/wp-content/uploads/2019/04/ESOP-2018-Disclosure-under- SEBI-SBEB-Regulations-2014-1.pdf

The Certificate from the Statutory Auditors of the Company certifying that theCompany's Stock Option Plans are being implemented in accordance with the ESOP Regulationsand the resolution passed by the Members of the Company would be placed at ensuing AGMfor inspection by members.

Secretarial Standards

The Directors state that applicable Secretarial Standards i.e. SS-1 and SS-2 relatingto 'Meetings of the Board of Directors' and 'General Meetings' respectively have beenduly followed by the Company.

Meetings of Board of Directors

Regular Meetings of the Board are held to discuss and decide on various businessstrategies policies and other issues. During the year four meetings of the Board ofDirectors were convened and held on 08th May 2018 17th July 2018 27th October 2018and 24th January 2019. The intervening gap between two consecutive meetings was not morethan one hundred and twenty days. Detailed information on the Meetings of the Board isincluded in the Corporate Governance Report which forms part of the Annual Report.

Committees of the Board of Directors

In compliance with the requirement of applicable laws and as part of the bestgovernance practice the Company has following Committees of the Board as on 31st March2019:

i. Audit Committee

ii. Stakeholders Relationship Committee

iii. Nomination and Remuneration Committee

iv. Corporate Social Responsibility Committee

v. Share and Debenture Transfer Committee

Audit Committee

The Audit Committee consists of Members viz. Dr. Narendra Kumar Bansal (Chairman) Ms.Maitri Mehta (Vice Chairperson) Dr. Rajesh B. Parikh and Mr. Amit D. Patel. There were noinstances where recommendations of Audit Committee were not accepted by the Board ofDirectors.

The details of the Committees along with their composition number of meetings held andattendance at the meetings are provided in the Corporate Governance Report.

Independent Directors' Meeting

The Independent Directors met on 24th January 2019 without the attendance ofNon-Independent Directors and Members of the Management. The Independent Directorsreviewed the performance of non-independent directors and the Board as a whole; theperformance of the Chairman of the Company taking into account the views of ExecutiveDirectors and Non-Executive Directors and assessed the quality quantity and timeliness offlow of information between the Company Management and the Board that is necessary for theBoard to effectively and reasonably perform their duties

Extra Ordinary General Meetings / Postal Ballot

During the year under review the Company has neither convened any Extra OrdinaryGeneral Meeting of the members of the Company nor passed any resolution through PostalBallot.

Consolidated financial statements

The Board reviewed the affairs of the Company's subsidiaries during the year at regularintervals. In accordance with section 129(3) of the Companies Act 2013 the Company hasprepared Consolidated Financial Statements of the Company and all its subsidiaries whichform part of this Annual Report. The consolidated Financial Statements have been preparedon the basis of audited financial statements of the Company and its subsidiaries asapproved by their respective Board of Directors. Further a statement containing salientfeatures of the Financial Statements of each subsidiary in Form AOC-1 forms part of theConsolidated Financial Statements. The statement also provides the details of performanceand financial position of each subsidiary.

Transfer of shares to IEPF demat account

The Company has transferred 67651 Equity Shares to the IEPF demat account held withCentral Depository Services (India) Limited (CDSL) in terms of Section 124 (6) of theCompanies Act 2013 and the notified Rules of Investor Education and Protection FundAuthority (Accounting Audit Transfer and Refund) Rules 2016 in respect of thoseshareholders who have not claimed the dividend for the period of seven consecutive yearsor more.

Policies

• Remuneration policy

The Board has on the recommendation of the Nomination and Remuneration Committee framedand adopted the Policy for selection and appointment of directors senior management andtheir remuneration. The Board recognizes that the various Committees of the Board havevery important role to play to ensure highest standards of corporate governance. TheChairman of the Board and other Executive Directors form broad policies and ensure theirimplementation in the best interests of the Company. The remuneration policy is stated inthe Corporate Governance Report.

• Code of Practices and Procedures for Fair Disclosure of Unpublished PriceSensitive Information

Pursuant to the amendments in The SEBI (Prohibition of Insider Trading) Regulations2015 vide The SEBI (Prohibition of Insider Trading) (Amendment) Regulations 2018 theBoard of Directors of the Company has adopted new code of Practices and Procedures forFair Disclosure of Unpublished Price Sensitive Information ("UPSI") ("FairDisclosure Code") incorporating a policy for determination of "LegitimatePurposes" as per Regulation 8 and Schedule A to the said regulations in its meetingheld on 24th January 2019 w.e.f. 1st April 2019.

• Whistle blower policy

The Company has adopted a Whistle Blower Policy through which the Company encouragesits employees to bring to the attention of Senior Management including Audit Committeeany unethical behaviour and improper practices and wrongful conduct taking place in theCompany. The details of the same is explained in the Corporate Governance Report and alsoposted on the website of the Company at the linkHREF="http://www.sintex.in/">http://www.sintex.in/wp-content/uploads/2016/07/Whistle_blower_policy.pdf

• Code of Conduct to Regulate Monitor and Report Trading by Insiders

Pursuant to amendments in the Securities and Exchange Board of India (Prohibition ofInsider Trading) Regulations 2015 vide the Securities and Exchange Board of India(Prohibition of Insider Trading) (Amendment) Regulations 2018 the Company adopted therevised "Code of Conduct to Regulate Monitor and Report Trading by DesignatedPersons" as per Regulation 9 and Schedule B to the said regulations w.e.f. 1st April2019.

• Policy for Determining Material Subsidiaries

Pursuant to amendments in the Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 amended from time to time theCompany has adopted the revised "Policy for Determining Material Subsidiaries"for laying down a criterion for determining Material Subsidiaries and their governance asper Regulation 16(1)(c) to the said regulations w.e.f. 1st April 2019.

Particulars of loans given investments made guarantees given and securities provided

Particulars of loans given investments made guarantees given and securities providedunder Section 186 of the Companies Act 2013 are provided in the standalone financialstatement (Please refer to Note No. 7 8 12 16 and 49) to the standalone financialstatement) which are proposed to be utilized for the general business purpose of therecipient.

Contracts and arrangements with related parties

Related party transactions that were entered into during the financial year were onarm's length basis and in the ordinary course of business in accordance with relevantprovisions of the Companies Act 2013. Further there were material related partytransactions which were entered into in the ordinary course of business and on arm'slength basis under Section 188(1) of the Companies Act 2013 during the financial yearunder review details of which are provided in form AOC-2 pursuant to provisions ofSection 134(3)(h) of the Companies Act 2013 read with rule 8(2) of the Companies(Accounts) Rules 2014. Form AOC-2 is attached herewith as Annexure - C to the Board'sReport.

Management Discussion and Analysis Report

The Management Discussion and Analysis Report on the operations of the Company asrequired under the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 is provided in a separate section and forms part of this Annual Report.

Corporate Governance

Corporate Governance is essentially a philosophy. It encompasses not only theregulatory and legal requirements but also the voluntary practices developed by theCompany to protect the best interests of all stakeholders. The Company complies with allthe Standards Guidelines and Principles governing disclosures and obligations set out bythe Securities and Exchange Board of India (SEBI) and the Stock Exchanges on corporategovernance.

A separate report on Corporate Governance along with Certificate from M/s. Chirag Shah& Associates Practicing Company Secretaries Ahmedabad on compliance with theconditions of Corporate Governance as per Securities and Exchange Board of India (ListingObligations and Disclosure Requirements) Regulations 2015 is provided as a part of thisAnnual Report.

Your Company has made all information required by investors available on theCompany's website www.sintex.in .

Conservation of energy technology absorption and foreign exchange earnings and outgo

The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3)(m) of the Companies Act 2013 read withRule 8 of The Companies (Accounts) Rules 2014 as amended from time to time is annexed tothis Report as 'Annexure - D.

Extract of the annual return

As required under the provisions of sub-section 3(a) of Section 134 and sub-section (3)of Section 92 of the Companies Act 2013 read with Rule 12 of the Companies (Managementand Administration) Rules 2014 the extracts of annual return in Form No. MGT-9 formspart of this Report as 'Annexure - E' and the same is also available on website of theCompany under Investor's Section accessible at http://www.sintex.in/investors/.

Particulars of employees

The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 are providedin separate annexure forming part of this Report as Annexure-F.

The statement containing particulars of employees as required under Section 197 of theAct read with rule 5(2) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 will be provided upon request. In terms of Section 136 of the Actthe Report and Accounts are being sent to the members and others entitled theretoexcluding the information on employees' particulars which is available for inspection bythe members at the Registered Office of the Company during business hours on working daysof the Company. If any member is interested in obtaining a copy thereof such member maywrite to the Company Secretary in this regard.

Significant and Material Orders impacting going concern basis passed by the regulatorsor courts or tribunals

No significant or material orders impacting going concern basis were passed by theregulators or courts or tribunals which impact the going concern status and Company'soperations in future.

Risk Management

The Company recognizes that risk is an integral part of business and is committed tomanaging the risks in a proactive and efficient manner. During the year the Board ofDirectors has reviewed the risks associated with the business of the Company its rootcauses and the efficacy of the measures taken to mitigate the same. There are no riskswhich in the opinion of the Board threaten the existence of the Company.

Material changes and commitments if any affecting the financial position of theCompany which have occurred between the end of the financial year of the Company to whichthe financial statements relate and the date of the report

No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which this Financial Statements relateand the date of this Report. There has been no change in the nature of business of theCompany.

Disclosure under the Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013

The Company has in place a policy for prevention of sexual harassment in accordancewith the requirements of Sexual Harassment of Women at Workplace (Prevention Prohibition& Redressal) Act 2013. All employees (permanent contractual temporary trainees)are covered under this policy.

Your Company has zero tolerance towards any action on the part of any employee whichmay fall under the ambit of 'Sexual Harassment' at workplace and the Company is fullycommitted to uphold and maintain the dignity of every women working in the Company. TheSexual Harassment Policy provides for protection against sexual harassment of women atworkplace and for prevention and redressal of such complaints.

There were no complaints pending as on the beginning of the financial year and no newcomplaints were filed during the financial year under review.

The Directors further disclose that the Company has complied with the provisionsrelating to the Constitution of Internal Complaints Committee under the Sexual Harassmentof Women at Workplace (Prevention Prohibition and Redressal) Act 2013.

General

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year underreview:

1. Details relating to deposits covered under Chapter V of the Companies Act 2013.

2. Issue of equity shares with differential rights as to dividend voting or otherwise.

3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.

Acknowledgements

The Board of Directors would like to express their sincere appreciation for theassistance and co-operation received from the financial institutions banks Governmentauthorities customers vendors and members during the year under review. The Boards ofDirectors also wish to place on record its deep sense of appreciation for the committedservices by the Company's executives staff and workers.

On behalf of the Board
Rahul A. Patel
Date: 22nd May 2019 Chairman and Managing Director
Place: Ahmedabad DIN :00171198

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