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Directors Report of Astec Lifesciences Ltd.

Mar 31, 2015

To,

The Members,

The Directors' have pleasure in presenting the 21 st Annual Report together with the Audited Financial statements for the year ended 31st March, 2015. The Corporate Governance Report and Management Discussion and Analysis form an integral part of this report.

1. Highlights of Performance (Rs. In lacs)

Standalone Consolidated

Particulars 2014-15 2013-14 2014-15 2013-14

Turnover (Gross) 26,750.22 20,253.91 28,281.64 22,004.42

Less: Excise Duty 1,629.53 1307.36 1,629.53 1307.37

Turnover (Net) 25,120.68 18,946.54 26,652.11 20,697.06

Other income 225.13 100.46 129.47 36.69

Total Revenue 25,345.82 19,047.00 26,781.58 20,733.75

Profit before Interest & Depreciation 5,352.52 3,496.34 5,504.55 3,574.00

Less: Finance Charges 1,210.09 880.83 1,284.00 924.84

Less: Depreciation 1,199.81 1,449.80 1,268.73 1,476.72

Profit before exceptional and extraordinary items and tax 2,942.62 1,165.70 2,951.82 1,172.43

Less: Exceptional items 1,693.83 - 1,693.83 -

Less: Extraordinary Items/ Prior Period Items (639.62) 57.46 (639.62) 57.46

Profit before tax 1,888.41 1,108.25 1,897.61 1,114.97

Less: Provision for Tax 261.75 221.65 263.73 225.26

Less: Provision for Deferred Tax 149.23 24.55 155.62 24.55

Profit after Tax 1,477.43 862.05 1,478.26 865.16

Amount available for Appropriation 1,477.43 862.05 1,477.54 867.57

Appropriation

Proposed Dividend 243.19 185.29 243.19 185.29

Tax on proposed Dividend 49.79 31.49 49.79 31.49

Transfer to General Reserve 50.00 50.00 50.00 50.00

Balance of Profit Carried Forward 1,134.45 595.27 1,134.56 600.79

2. Operations

Standalone:

For the year ending 31st March, 2015, Operating profit i.e. EBITDA is Rs.5,352.52 lakhs, against Operating Profit of Rs.3,496.34 lakhs in preceding year 2013-14. Profit after Tax is Rs.1,477.43 lakhs for the year 2014-15, compared to Profit after Tax of Rs.862.05 lakhs reported for 2013-14.

Consolidated

For the year ending 31st March, 2015, Operating profit i.e. EBITDA is Rs.5,504.55 lakhs, against Operating Profit of Rs.3,574 lakhs in preceding year 2013-14. Profit after Tax is Rs.1,478.26 lakhs for the year 2014-15, compared to Profit after Tax of Rs.865.16 lakhs reported for 2013-14.

3. Dividend:

The Directors recommend the dividend of 12.5% on Equity Shares (Rs. 1.25/- per share of Rs. 10/- each) for the year ended on 31 st March, 2015. The dividend tax on the proposed dividend is Rs.49.79 lakhs making total outgo of Rs.292.98 lakhs. The payment of dividend will be paid subject to the approval of the shareholders at the ensuing Annual General Meeting. Company was not required to transfer any amount to Investor Education and Protection Fund as there is no amount lying Unpaid/Unclaimed in the Unpaid Dividend Account for more than 7years.

4. Finance

Cash and Bank balances as at 31 st March, 2015 was Rs.1,121.61 Lakhs. The Company continues to focus on judicious management of its working capital. Receivables, inventories and other working capital parameters were kept under strict check through continuous monitoring.

5. Particulars of loans, guarantees or investments

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to the Financial Statements.

6. Share Capital

The paid up Equity Share Capital as on 31st March, 2015 was Rs. 19,45,50,550/-. During the year under review, the Company has issued 9,25,925 Equity Shares on Preferential Basis to the persons belonging to Non-Promoter Group.

7. Management Discussion and analysis and Corporate Governance Report

As per clause 49 of the Listing Agreement with Stock Exchanges, a separate section on Management Discussion & Analysis and Corporate Governance Report, together with a certificate from the Practicing Company Secretary confirming compliance forms an integral part of this Report.

8. Public Deposits:

The company has not accepted any deposits and as such there are no overdue deposits outstanding as on31stMarch,2015.

9. Subsidiary Companies:

Your Company has following Subsidiary Companies:

a) Astec Crop Care Private Limited (a 100% subsidiary company) with the main object to start the business of trading in Agrochemicals formulation to sell in local as well as in export market with its own brand name. For the year ending 31 st March, 2015, Operating Profit ie. EBIDTA is of the order of Rs.243.27 lakhs, as against Operating Profit of Rs149.65 lakhs in the preceding year 2013-14. Profit before Tax is Rs.7.11 lakhs for the year 2014-15, compared to Profit of Rs.17.58 lakhs reported for 2013-14.

b) Behram Chemicals Private Limited, is a 65.63% subsidiary of AstecLifeSciences Limited and has a manufacturing facility at Mahad. This facility is given to AstecLifeSciences Limited, on lease.

The Company also has foreign subsidiary companies primarily to pursue grant of Licenses and product registrations in conformity with the local laws of respective countries/regions.

c) Astec Europe Sprl is 50.10% subsidiary of our Company which is engaged in product registration activities. The Company is yet to start any major commercial activity.

d) Comercializadora Agricola Agroastrachem Cia Ltda in Bogota, Columbia is 100% subsidiary of our Company with a main object of product registration activities. The company is yet to start any commercial activity.

Report on the performance and financial position of each of the subsidiary companies included in consolidated financial statement forms a part of the Directors Report and is annexed herewith in Form AOC-1 as "AnnexureA".

10. Consolidated financial statements

The Consolidated Financial Statements of the Company prepared in accordance with relevant Accounting Standards (AS) viz. AS 21, AS 23 and AS 27 issued by the Institute of Chartered Accountants of India form part of this Annual Report.

11. Material Subsidiary Policy

The Company does not have any material subsidiary whose net worth exceeds 20% of the consolidated net worth of the holding company in the immediately preceding accounting year or has generated 20% of the consolidated income of the Company during the previous financial year. The Board has formulated a policy on material subsidiaries as required by the Companies Act, 2013 and in compliance with Listing Agreement which is made available on the website of the Company (www.astecls.com).

The Audited Annual Financial Statements of Subsidiary Companies are tabled at the Audit Committee and Board Meetings. Copies of the Minutes of the Board Meetings of Subsidiary Companies are individually given to all the Directors and are tabled at the subsequent Board Meetings.

12. Directors:

The Company had pursuant to the provision of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Sitendu Sharma, Mr. Mohammed Zakir, Mr. Vlnod Malshe and Mr. Mandar Patil and Dr. Leena Rajeas Independent Directors of the Company for the period of one year at the last Annual General Meeting. On recommendation of the Nomination & Remuneration Committee and in accordance with the provisions of section 149 of the Act, these directors need to be re-appointed as Independent directors to hold office for a term of 5years at the forthcoming Annual General Meeting (AGM) of the Company. All Independent Directors have given declarations that they meet the criteria of independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement.

The Board of Directors had on the recommendation of the Nomination & Remuneration Committee appointed Mr. Ashok V. Hiremath as Chairman & Managing Director and Mr. Janak Rawal as Whole Time Director with effect from 20th January, 2015 upto 19th January, 2018 subject to the approval of Shareholders at the General Meeting. In accordance with the provisions of the Companies Act, 2013 and in terms of Memorandum and Articles of Association of the Company, Mr. Ashok V. Hiremath and Mr. Janak Rawal will not be liable to retire by rotation and are eligible for re-appointment.

In accordance with the provisions of Section 152 of the Companies Act, 2013 and the Company's Articles of Association, Mr. Laxmikant Kabra, Non-Executive Non-independent Director retires by rotation at the forthcoming Annual General Meeting and, being eligible, offers himself for reappointment.

Appropriate resolutions for appointment/reappointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

Meetings:

During the year Nine Board Meetings were convened and held. The details of which are given in the Corporate Governance Report. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

Board Evaluation:

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of its own performance, the directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board's functioning, composition of the Board and its committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman & Non-independent Directors was carried out by the Independent Directors. The Board of Directors expressed their satisfaction with the evaluation process.

Remuneration Policy:

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. The Remuneration Policy is stated in the Corporate Governance Report.

13. Director's Responsibility Statement:

To the best of their knowledge and belief and according to the information and explanations obtained by them, your Directors make the following statements in terms of Section 134(3)(c) and 134(5) of the Companies Act, 2013:

a. that in the preparation of the annual financial statements for the year ended 31 st March, 2015, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that they have, in selection of the accounting policies, consulted the Statutory Auditors and have applied them consistently and made judgements and estimated that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that period;

c. that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. that the annual financial statements have been prepared on a going concern basis;

e. that proper internal financial controls were in place and that the financial controls were adequate and were operating effectively.

f. that systems to ensure compliance with the provisions of all applicable laws were in place and were adequate and operating effectively.

14. Auditors Statutory Auditors:

The Company's Auditors, M/s. Shah & Kathariya, Chartered Accountants, Mumbai, who retire at the ensuing Annual General Meeting of the Company are eligible for reappointment. As required under the provisions of Section 139 & 141 of the Companies Act, 2013 and the Rules framed thereunder, the Company has obtained written confirmation from M/s Shah & Kathariya, Chartered Accountants that their appointment, if made would be in conformity with the limits specified in the said section. As required under Clause 49 of the Listing Agreement, the auditors have also confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India. The Board recommends the re-appointment of M/s Shah & Kathariya as the Statutory Auditors of the Company for the financial year 2015-2016. In this connection, the attention of the members is invited to Item No. 5 of the Notice of AGM.

Cost Auditors

Pursuant to Section 148 of the Companies Act, 2013 read with The Companies (Cost Records and Audit) Amendment Rules, 2014, the cost audit records maintained by the Company is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s NNT & Co., Cost Accountants of the Company for the financial year 2015-2016 on a remuneration of Rs.40,000/- (Rupees Forty Thousand Only) plus service tax, as applicable. As required under the Companies Act, 2013, the remuneration payable to the cost auditor is required to be placed before the Members in a general meeting for their ratification. Accordingly, a Resolution seeking Member's ratification for the remuneration payable to Cost Auditors is included at Item No.11 of the Notice convening the Annual General Meeting. The Cost Audit Report would be filed with the Central Government within 180 days of the closure of financial year.

Secretarial Audit

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 has appointed M/s Vikas R. Chomal & Associates, a firm of Company Secretaries in Practice (C.P. No.12133) to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit Report is annexed herewith as "Annexure B". There is no audit qualification for the year under review.

15. Composition of Audit Committee

Audit Committee comprises of Mr. Sitendu Sharma, Chairman of the Committee, Mr. Laxmikant Kabra, Mr. Mohammed Zakir and Mr. Mandar Patil. Audit Committee Meetings were held 4 times during the year 2014-15 on 30th May, 2014, 9th August, 2014, 18th October, 2014 and on 31st January, 2015. Board has accepted all the recommendations of the Audit Committee.

16. Corporate Social Responsibility

CSR Committee & Policy:

Corporate Social Responsibility Committee of the Company comprises of three directors Mr. Vinod Malshe, Non-Executive Independent Director, Mr. Laxmikant Kabra Non-Executive Non-independent Director, Mr. Sitendu Sharma, Non-Executive Independent Director. Corporate Social Responsibility Policy as approved by the Board is uploaded on the website of the Company (www.astecls.com).

CSR Initiatives:

As a part of its initiatives under "Corporate Social Responsibility (CSR)", the Company has undertaken project(s) in the areas of Education, Environment, Health, Water and Sanitation and other Social Economic activities. Astec has volunteered its resources to the extent that it can reasonably afford, attain & improve health, environment, social initiatives and education, which will help improve the quality of life, of the people around the areas in which it operates. These projects are in accordance with Schedule VII of the Companies Act, 2013. One of the projects for betterment of health and sanitation facilities in AsanpoiZP School at Mahad includes the following:

- Construction of new toilets (SANITATION)

Construction of new toilets and urinals in the school along with a septic tank and soak pit

- Providing clean and hygienic drinking water (HEALTH)

Astec will provide water cooler with purification system. This will help in improving the intake of clean & hygienic water.

- Providing support for further education to deserving students (EDUCATION)

Deserving students will be supported financially for further studies by the Company. This will be judged based on the performance in aptitude tests of the students and also his/her family income.

- Providing overhead projector system along with Desktop.

Company has transferred Rs.11,32,200/- to a separate bank account specifically designated for CSR activities.

Annual Report on CSR Activities:

The Annual Report on CSR activities is annexed herewith as "Annexure C".

17. Risk Management:

Pursuant to the requirement of Clause 49 of the Listing Agreement, the Company has constituted a Risk Management Committee. The details of Committee and its terms of reference are set out in the Corporate Governance Report forming part of the Board's Report. Our Company continuously monitors business and operational risk. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment. Company has formulated Risk Management Policy for identification of risks and has formed a Risk Management Committee in order to ensure implementation of the policy and review is done every quarter. Risk Management Policy is also made available on the website of the Company (www.astecls.com).

18. Related Party Transaction:

All related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company at large.

All Related Party Transactions are placed before the Audit Committee as also the Board for approval. Prior omnibus approval of the Audit Committee is obtained annually for the transactions which are of a foreseen and repetitive nature. The Company has developed a Related Party Transactions Policy for purpose of identification and monitoring of such transactions.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company's website. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

The Company does not have contracts or arrangements with its related parties under Section 188(1) of the Companies Act, 2013, which are not on arms' length basis. Hence the details of such contracts or arrangements with its related parties are not disclosed in Form AOC-2 as prescribed under the Companies Act, 2013 and the rules framed thereunder. Directors draw attention of the shareholders to Note No.31 of the financial statement which sets out related party disclosures.

19. Nomination and Remuneration Committee

Company has constituted its Nomination and Remuneration Committee comprising of Mr. Mohammed Zakir, Chairman, Mr. Vinod Malshe & Mr. Laxmikant Kabra, all Non-Executive Directors in compliance with provisions of Companies act, 2013 and the Committee has formulated the Nomination and Remuneration policy on director's appointment and remuneration including determining qualifications, positive attributes and independence of directors, and of key managerial personnel and other Senior employees of the Company. Nomination and Remuneration Policy as approved by the Board is made available on the website of the Company (www.astecls.com).

20. Whistle Blower Policy/Vigil Mechanism

The Company has a vigil mechanism named Whistle Blower Policy which provides adequate safeguards against victimisation of persons who use such mechanism and make provision for direct access to Mr. Sitendu Sharma, Chairman of the Audit Committee, in appropriate or exceptional cases. The details of the Whistle Blower Policy is explained in the Corporate Governance Report and also posted on the website of the Company (www.astecls.com).

21. Disclosure under the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of The Sexual Harassment of Women at the Workplace (Prevention, Prohibition &Redressal) Act, 2013. Internal Complaints Committee (ICC) has been set up to redress complaints received regarding sexual harassment. All employees (permanent, contractual, temporary, trainees) are covered under this policy. There were no sexual harassment complaints received during the year 2014-15.

22. Managerial Remuneration

It is hereby confirmed that the remuneration paid is as per the Nomination and Remuneration policy for Directors, Key Managerial Personnel and other Employees.

Disclosure as per provisions of Section 197 of Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the financial year 2014-15, ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the financial year 2014-15 and comparison of remuneration of each Key Managerial Personnel (KMP) against the performance of the Company are as under:

Sr. Name of Remuneration of % increase in No. Director/KMP and Director/KMP for Remuneration Designation the financial year in the 2014-15 Financial year 2014-15

1 Ashok V. Hiremath 48lakhs p.a. upto 75% increase Chairman & Managing 19.01.2015 subject to the Director 84lacs p.a. with effect approval of from 20.01.2015 members at the subject to approval of AGM Members at the AGM

2 Janak Rawal 16.10 lakhs p.a. 15% increase Whole Time Director

3 Laxmikant Kabra Nil Nil Non-Executive Non- Independent Director

4 Dr. P.L Tiwari Nil Nil Non-Executive Non- Independent Director

5 Sitendu Sharma Nil Nil Non-Executive Independent Director

6 Mandar Patil Nil Nil Non-Executive Independent Director

7 Vinod Malshe Nil Nil Non-Executive Independent Director

8 Mohammed Zakir Nil Nil Non-Executive Independent Director

9 Leena Raje Nil Nil Non-Executive Independent Director

10 Ravindra Inani 33.96 lakhs p.a. 20% increase Chief Financial Officer

11 Tejal Jariwala 6lakhs p.a. 51% increase Company Secretary & Compliance Officer

Name of Director/KMP and Designation Ratio of Comparison of remuneration the of each Remuneration Director/ to of KMP against median the remuneration performance of employees of the Company

Ashok V Hiremath 24.42 Profit before Tax increased by 70.40% and Profit After Tax increased by 71.39% in

Janak Rawal 8.29 Financial Year 2014-15

Laxmikant Kabra Nil

Dr P L Tiwari Nil

Sitendu Sharma Nil

Mandar Patil Nil

Vinod Malshe Nil

Mohammed Zakir Nil

Leena Raje Nil

Ravindra Inani Not Applicable

Tejal Jariwala Not Applicable Profit before Tax increased by 70.40% and Profit After Tax increased by 71.39% in Financial Year 2014-15

(ii) The percentage increase in the median remuneration of employees in the financial year 11.58%

(iii) The number of permanent employees on the rolls of company 187

(iv) Relationship between average increase in remuneration and company performance

The Profit before Tax for the Financial year ended 31.03.2015 increased by 70.40% whereas the average increase in the remuneration was 14.16%.

(v) Variations in the market capitalization of the Company The market capitalization as on 31st March, 2015 was Rs.286.18Crores (Rs.68.09Crores as on 31st March, 2014)

(vi)Variations in the Price Earnings ratio of the Company Price Earning ratio as on 31st March, 2015 was 17.78 (7.64 as on 31st March, 2014)

(vii) Percentage increase over/decrease in the market quotations of the shares of the Company as compared to the rate at which the Company came out with the last public offer

The Company had come out with the initial public offer (IPO) in 2009. An amount of Rs. 1,000/- invested in the said IPO is worth Rs.1,793.90/- as on 31st March, 2015 indicating an increase of 79.39%. This is excluding the dividend accrued thereon.

(viii) 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 percentile increase in Managerial Remuneration of Employees during the year was 15.46% as compared to Average percentile increase in remuneration of Managerial Personnel which was 21.63%.

(ix) The key parameters for any variable component of remuneration availed by the directors

None of directors have availed of any variable component of remuneration during the year.

(x) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year

Not Applicable

23. Particulars of Employees:

There were no employees drawing remuneration more than it is provided under Rule 5 sub rule (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during the year ended31stMarch,2015.

24. Disclosure of Following as per Companies (Accounts) Rules, 2014

1 Change in nature of business, if any None

2 Details of directors/KMP who were Name of the Person Designation appointed or have resigned during the (i) Mr. Ashok V. Hiremath Chairman & Managing year Director

(ii) Mr. Janak Rawal Whole Time Director

(iii) Mr. Ravindra Inani Chief Financial Officer

(iv) Mrs. Leena Raje Non-Executive Independent Director

3 Names of companies which have Not Applicable become ceased to be its subsidiaries, joint ventures or associate companies during the year

4 Details of Deposits, covered under (i) Accepted during the year: Nil Chapter V of Companies Act, 2013 (ii) Remained unpaid or unclaimed during the year: Nil

(iii) Whether there has been any default in repayment of deposits or payment of interest thereon during the year and if so, number of such cases and total amount involved:

a. At the beginning of the year: Nil

b. Maximum during the year: Nil

c. At the end of the year: Nil

(iv)Details of Deposits which are not in compliance with the requirements of Chapter V of the Act: None

(v) Details of significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company's operations in future: None

(vi) Details in respect of adequacy of internal financial controls with reference to the financial statement: Adequate internal control checks are available

25. Extract Of Annual Return

Pursuant to Section 92 of Companies Act, 2013 and Rule 12 of the Companies (Management and Administration) Rules, 2014, the extract of the Annual Return in form MGT 9 is annexed herewith as "Annexure D".

26. Explanations or comments by the Board on every qualification, reservation or adverse remark or disclaimer made

There are no adverse remarks or qualifications, reservations, remarks or disclaimer made by either Statutory Auditors or Secretarial Auditors in their reports and therefore no explanations are required to be given by the Board of Directors

27. Material changes and commitments, if any, affecting the financial position of the Company which have occurred between the end of the financial year of the company to which the financial statements relate and date of report (form 1st April 2015 to the date of signing of report)- if any

There are no material changes and commitments other than the information already published in public domain. Company has given necessary intimations and information to Stock Exchanges from time to time.

28. Employee Stock Options Plans

The Company has introduced ESOP Scheme called Astec Employees Stock Option Plan 2012 with the approval of shareholders in the extra ordinary general meeting held on 27th March, 2012 at a price of Rs.34/- per option. The Employees Stock Options Committee of the Board administers and monitors the Employees Stock Option Scheme, 2012. The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

The Company is planning to implement Employee Stock Option Scheme 2015 (ESOS 2015). Necessary Resolutions for the Approval of the Scheme are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

Disclosure as per Rule 12(9) Chapter IV Companies (Share Capital and Debenture) Rules, 2014 and as per SEBI Regulations

A Options granted 86,000

B Options vested Nil

C Options exercised Nil

D The total number of shares arising as a result of exercise of option Not Applicable

E Options lapsed Nil

F The exercise price Rs.34/-

G Variation of terms of options None

H Money realized by exercise of options Not Applicable

I Total number of options in force 86,000

J Employee wise details of options granted to

(i) Key Managerial Personnel

Mr. Janak Rawal, Whole Time Director 10,000

Mr. Ravindra Inani, Chief Financial Officer 10,000

(ii) Any other employee who receives a grant of options in any one year of option amounting to five percent or more of options granted during that year

Mr. Vivek Thorat, General Manager (Operations) 10,000

Mr. Valmik Dhakane, Deputy General Manager 10,000

Mr. Ramesh Pingale, AGM (Regulatory Affairs 10,000

Mr. C. Kirubasekaran, Vice President Marketing 10,000

(iii) Identified employees who were granted option, during any one year, equal to or exceeding one percent of the issued capital (excluding outstanding warrants and conversions) of the company at the time of grant Not Applicable

K Pricing Formula Fair Value Method

L Diluted Earnings Per Share(EPS) pursuant to issue of shares on exercise of option calculated in accordance with Accounting Standard (AS) 20 'Earnings Per Share' Not Applicable

M Where the company has calculated the employee compensation cost using the intrinsic value of the stock options, the difference between the employee compensation cost so computed and the employee compensation cost that shall have been recognized if it had used the fair value of the options, shall be disclosed. The impact of this difference on profits and on EPS of the company shall also be disclosed Not Applicable

N Weighted-average exercise prices and weighted- average fair values of options shall be disclosed separately for options whose exercise price either equals or exceeds or is less than the market price of the stock. Not Applicable

O A description of the method and significant assumptions used during the year to estimate the fair values of options, including the following weighted-average information:

(i) risk-free interest rate,

(ii) expected life,

(iii) expected volatility,

(iv) expected dividends, and

(v) the price of the underlying share in market at the time of option grant. Not Applicable

29. Listing Fees:

The Company has paid requisite annual listing fees to BSE Limited and National Stock Exchange where its securities are listed.

30. Research and Development:

Your Company continues to focus on R&D. We believe that a productive R & D is a key ingredient for success. During the year a number of new products were developed and many cost reduction schemes were initiated.

31. Significant and material orders passed by the regulators or courts

There are no significant material orders passed by the Regulators / Courts which would impact the going concern status of the Company and its future operations.

32. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule, 8 of The Companies (Accounts) Rules, 2014, is annexed herewith as "AnnexureE".

a) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and pumps. Efficiency improvements were effected in our boilers and condensate recovery systems were installed.

b) Technology Absorption: A majority of the technologies utilized by your Company are developed by in-house R&D department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiatives to increase exports, Development of new export markets for products and services and Export promotion plans:

The company is constantly trying to increase its exports; Strategic alliances are made with various parties to increase exports. The company is obtaining registration in various parts of the world. During the year, the company had exports (FOB value) of Rs11,272 lakhs.

2. Total Foreign Exchange earned and used:

1) Earnings/Inflow 2014-15 2013-14

i. Export at FOB 11,272.00 7,152.00

2) Expenditure/Outflow

i. Travelling 64.51 23.69

ii. Commission 3.20 5.26

iii. Professional Fees & Technical Services 27.00 6.60

iv. Subscription/Prod. Reg, fees 70.02 53.17

v. CIF Value of Import 8,530.94 8,263.13

33. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the various Central and State Government Departments, Organizations and Agencies for the continued help and co-operation extended by them. The Directors also gratefully acknowledge all stakeholders of the Company viz. customers, members, dealers, vendors, banks and other business partners for excellent support received from them during the year. Your Directors express their warm appreciation to all the Employees of the Company for their unstinted commitment and continued contribution to the Company.

34. Cautionary statement

Statements in the Board's Report and the Management Discussion & Analysis describing the Company's objectives, expectations or forecasts may be forward-looking within the meaning of applicable securities laws and regulations. Actual results may differ materially from those expressed in the statement. Important factors that could influence the Company's operations include global and domestic demand and supply conditions affecting selling prices of finished goods, input availability and prices, changes in government regulations, tax laws, economic developments within the country and other factors such as litigation and industrial relations.

Place: Mumbai For and on behalf of the Board of Directors

Date: 16th May, 2015 Sd/-

Ashok V. Hiremath

Chairman & Managing Director

(DIN:00349345)


Mar 31, 2014

Dear members,

The Directors'' have pleasure in presenting the 20th Annual Report and the audited accounts for the year ended March 31, 2014.

1. Financial Highlights

Particulars Rs. In Lacs

2013-14 2012-13

Turnover (Gross) 22,004.42 19,431.08

Less: Excise Duty 1,307.36 1,953.63

Turnover (Net) 20,697.06 17,477.46

Other income 36.69 105.71

Total Revenue 20,733.75 17,583.18

Profit before Interest & Depreciation 3,516.54 2,806.60

Less: Finance Charges 924.84 748.49

Less: Depreciation 1,461.34 1,187.41

Profit before Tax 1,114.97 870.69

Less: Provision for Tax 225.26 170.65

Less: Provision for Deferred Tax 24.54 109.87

Profit after Tax 865.16 590.17

Amount available for Appropriation 865.16 590.17

Appropriation

Proposed Dividend 185.29 135.33

Tax on proposed Dividend 31.49 21.96

Transfer to General Reserve 50.00 50.00

Balance of Profit Carried Forward 598.38 382.88

2. Operations

For the year ending 31st March, 2014, Operating profit ie. EBITDA is of the order of Rs.3,438.88 lacs, as against Operating Profit of Rs.2,750.99 lacs in preceding year 2012-13. Profit after Tax is Rs.862.04 lacs for the year 2013-14, compared to Profit after Tax of Rs.594.45lacs reported for 2012-13.

3. Management Discussion and analysis and Corporate Governance Report

The current year''s operations are covered in the Management Discussion Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, are presented in a separate section forming part of this annual report.

Pursuant to Clause 49 of the Listing Agreement, a report on Corporate Governance along with the certificate from auditors, regarding compliance of the requirements of Corporate Governance is annexed here to.

4. Dividend:

The Directors recommend the dividend of 10% on Equity Shares (Rs. 1.00/- per share of Rs.10/- each) for the year ended on 31st March, 2014. The dividend tax on the proposed dividend is Rs. 31.49 lacs making total outgo of Rs. 216.78 lacs. The payment of dividend will be paid subject to the approval of the shareholders at the ensuing Annual General Meeting.

5. Subsidiary Companies:

Your Company has following Subsidiary Companies:

a) Astec Crop Care Private Limited (a 100% subsidiary company) with the main object to start the business of trading in Agrochemicals & Pesticides formulation to sell in local as well as in export market with its own brand name. For the year ending 31st March, 2014, Operating Profit ie. EBIDTA is of the order of Rs. 149.65 lakhs, as against Operating Profit of Rs.88.02 lakhs in the preceding year 2012-13. Profit after Tax is Rs. 13.98 lakhs for the year 2013-14, compared to Profit of Rs.3.68 lakhs reported for 2012-13.

b) Behram Chemicals Pvt. Ltd. is a 65.63% subsidiary of Astec LifeSciences Limited and has a manufacturing facility at Mahad. This facility is given to Astec LifeSciences Ltd. on lease.

c) Astec Eurpoe Sprl is 50.10% subsidiary of our Company which is engaged in product registration activities. The Company is yet to start any major commercial activity.

The Company also has foreign subsidiary companies primarily to pursue grant of licenses and product registrations in conformity with the local laws of respective countries/regions.

d) Comercializadora Agricola Agroastrachem Cia Ltda in Bagota, Columbia is 100% subsidiary of our Company with a main object of product registration activities. The company is yet to start any major commercial activity.

6. Research and Development:

Your Company continues to focus on R&D. We believe that a productive R & D is a key ingredient for success. During the year a number of new products were developed and many cost reduction schemes were initiated.

7. Risk Management:

Our Company continuously monitors business and operational risk. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment.

8. Listing Fees:

The Company has paid requisite annual listing fees to BSE Limited and National Stock Exchange where its securities are listed.

9. Public Deposits:

The company has not accepted any deposits and as such there are no overdue deposits outstanding as on 31st March, 2014.

10. Particulars of Employees:

There were no employees drawing remuneration more than it is provided under Rule 5 sub rule (2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 read with the Companies (Particulars of Employees) Rules 1975 during the year ended 31st March, 2014.

11. Employee Stock Options Plan, 2012

The Company has introduced ESOP Scheme called Astec Employees Stock Option Plan 2012 with the approval of shareholders in the extra ordinary general meeting held on 27th March, 2012 at a price of Rs. 34/- per option.

The Employees Stock Options Committee of the Board administers and monitors the Employees Stock Option Scheme, 2012.

The Company has received a certificate from the Auditors of the Company that the Scheme has been implemented in accordance with the SEBI Guidelines and the resolution passed by the shareholders. The Certificate would be placed at the Annual General Meeting for inspection by members.

12. Directors:

The Company had pursuant to the provision of Clause 49 of the Listing Agreements entered into with Stock Exchanges, appointed Mr. Sitendu Sharma, Mr. Mohammed Zakir, Mr. Vinod Malshe and Mr. Mandar Patil as Independent Directors of the Company.

As per section 149(4) of the Companies Act, 2013, which came into effect from 1st April, 2014 every listed company is required to have at least one-third of the total number of directors as Independent Directors. In accordance with the provisions of section 149 of the Act, these directors are being appointed as Independent directors to hold office as per their tenure of appointment mentioned in the Notice of the forthcoming Annual General Meeting (AGM) of the Company.

Mr. P. L. Tiwari retires by rotation and, being eligible, offers himself for reappointment.

As per the provision of section 149, our company is required to have a woman director on the Board of the Company. To comply with this provision and also as per requirement of listing agreement, Company hereby proposes the appointment of Dr. Leena Raje as the independent director of the Company upto the next Annual General Meeting with shall be held in the year 2015.

Appropriate resolutions for appointment/reappointment of the aforesaid Directors are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

13. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the requirements of Section 217(1)(e) of Companies Act, 1956 read with the Companies Disclosure of Particulars in the Report of Board of Directors) Rules 1988, the following information is provided:

a) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and pumps. Effciency improvements were effected in our boilers and condensate recovery systems were installed.

b) Technology Absorption: A majority of the technologies utilized by your Company are developed by in-house R & D department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiatives to increase exports, Development of new export markets for products and services and Export promotion plans:

The company is constantly trying to increase its exports; Strategic alliances are made with various parties to increase exports. The company is obtaining registration in various parts of the world. During the year, the company had exports (FOB value) of Rs. 7,152 Lacs.

2. Total Foreign Exchange earned and used: Rs. in Lacs

1) Earnings/Inflow 2013-14 2012-13

i. Export at FOB 7,152.00 7,701.00

2) Expenditure/Outflow

i. Traveling 23.69 22.80

ii. Commission 5.26 35.41

iii. Professional Fees & Technical Services 6.60 9.60

iv. Subscription/Prod. Reg. fees 53.17 13.20

14. Director''s Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the companies Act, 1956 with respect to Director''s responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2014 the applicable accounting standards have been followed along with explanations relating to material departures.

ii) That the Directors have selected such accounting policies and applied them entirely and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2014 on going concern basis.

15. Auditors:

M/S. Shah & Kathariya, Chartered Accountants, Mumbai retire as the Auditors of the Company at the ensuring Annual General Meeting, being eligible for re-appointment they have offered themselves for re-appointment. The Board recommends the appointment of M/s Shah & Kathariya as the Statutory Auditors of the Company for the financial year 2014-2015. Members are requested to appoint M/s. Shah & Kathariya as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

16. Corporate Governance:

A report on the corporate governance code along with a certificate from the auditors of the company regarding the compliance of the code of corporate governance as stipulated under clause 49 of the listing agreement forms part to this report.

17. Preferential Warrants Convertible into Equity Shares

The Company has also allotted 1,600,000 Preferential Warrants Convertible into Equity Shares of Rs. 34/- per warrant, approved by the shareholder in the extra ordinary general meeting held on 27th March, 2012. Out of 1,600,000 warrants 11,15,000 warrants were converted into equity shares in the year 2012-13 and balance 485,000 warrants have been converted into Equity Shares vide a resolution passed in the Board meeting held on 19th September, 2013. These shares are trading on BSE Limited and National Stock Exchange of India Limited.

18. Cost Audit

The Central Government vide order dated 24th January, 2012 has prescribed cost audit for pesticides industries. Accordingly, the Board has appointed Nikita N. Talati & Company, Cost Auditors for the financial year 2014-15 to conduct cost audit for our Company.

The Cost Audit Report would be filed with the Central Government within 180 days of the closure of financial year.

19. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the customers, suppliers and the banks.

Your Directors express their warm appreciation to all the Employees of the Company for their diligence and contributions.

For and on behalf of the Board of Directors Sd/-

Place: Mumbai Ashok V. Hiremath Date: 30th May, 2014 Chairman & Managing Director


Mar 31, 2013

To The Members of Astec LifeSciences Ltd.

The Directors take pleasure in presenting the 19th Annual Report of the Company together with the Audited Financial Statements along with the Report of the Auditors for the financial year ended 31st March, 2013.

1. Summary of Financial Results:



(Rs. in lakhs)

2012-13 2011-12

Turnover (Gross) 18519.37 11736.82

Less: Excise Duty 1953.63 652.76

Turnover (Net) 16565.74 11084.06

Other Income 143.76 101.89

Total Revenue 16709.50 11185.95

Profit before Interest & Depreciation 2750.99 1726.15

Less: Finance Charges 703.22 534.28

Less: Depreciation 1173.20 847.55

Profit before Tax 874.57 344.32

Less: Provision for Tax 170.25 68.00

Less: Provision for Deferred Tax 109.87 34.52

Profit after Tax 594.45 241.81

Amount available for Appropriation 594.45 241.81

Appropriation

Proposed Dividend 135.33 84.65

Tax on proposed Dividend 21.96 13.73

Transfer to General Reserve 50.00 50.00

Balance of Profit Carried Forward 387.16 93.42

The year 2012-13 has been one of turnaround for the Company, against the backdrop of prior period legacy challenges. During the year under review, the Company focused on its key markets for driving its business growth; the Company improved its product mix and capitalized on product level opportunities opening up on regulatory approvals coming about; at the same time, the Company continued to pursue product registrations for enhanced market growth. Your company has identified contract manufacturing as a platform for future growth. For the year ending 31st March, 2013, Operating Profit i.e. EBITDA is of the order of Rs. 2750.99 lakhs, as against Operating Profit of Rs.1726.15 lakhs in the preceding year 2011-12. Profit after Tax is Rs. 594.45 lakhs for the year 2012-13, compared to Profit after Tax of Rs. 241.81 lakhs reported for 2011-12.

2. Operations and Management Discussion analysis:

The current year''s operations are covered in the Management Discussion Analysis Report. This Management Discussion and Analysis Report, as stipulated under Clause-49 of the Listing Agreement with the Stock Exchanges, are presented in a separate section forming part of this annual report.

3. Dividend:

The Directors recommend the dividend of at 7.5% on Equity Shares (Rs.0.75/- per share of Rs.10/- each) for the year ended on 31st March, 2013. The dividend tax on the proposed dividend is Rs.21.96 lakhs making total outgo of Rs.157.30 lakhs. The payment of dividend will be paid subject to the approval of the shareholders at the ensuing Annual General Meeting.

4. Subsidiary Companies:

Your Company has following Subsidiary Companies:

a) Astec Crop Care Pvt. Ltd. (a 100% subsidiary company) with the main object to start the business of trading in Agrochemicals & Pesticides formulation to sell in local as well as in export market with its own brand name. For the year ending 31st March, 2013, Operating Profit i.e. EBITDA is of the order of Rs. 88.02 lakhs, as against Operating Profit/(Loss) of Rs.(72.87) lakhs in the preceding year 2011-12. Profit after Tax is Rs. 3.68 lakhs for the year 2012-13, compared to Loss of Rs. 96.36 lakhs reported for 2011-12.

b) Behram Chemicals Pvt. Ltd. is a 65.63% subsidiary of AstecLifeSciences Ltd. and has manufacturing facility at Mahad. This facility is given to Astec LifeSciences Ltd., on lease.

The Company has also foreign Subsidiary Companies primarily to pursue grant of licenses and product registrations in conformity with the local laws of the respective countries/regions.

c) Astec Eurpoe Sprl is 50.10 % subsidiary of our Company which is engaged in product registration activities. This company is yet to start any major commercial activity.

d) During the year, the Company has set-up a new subsidiary namely, Comercializadora Agricola Agroastrachem Cia Ltda in Bagota, Columbia with a main object of product registration activities. This company is yet to start any major commercial activity.

5. Research and Development:

Your Company continues to focus on R&D. We believe that a productive R & D is a key ingredient for success. During the year a number of new products were developed and many cost reduction schemes were initiated.

6. Risk Management:

Our Company continuously monitors business and operational risk. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment.

7. Listing Fees:

The Company has paid requisite annual listing fees to BSE Limited and National Stock Exchange of India Limited where its securities are listed.

8. Public Deposits:

The company has not accepted any deposits and as such there are no overdue deposits outstanding as on 31st March, 2013.

9. Particulars of Employees:

There were no employees drawing remuneration more than it is provided under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 during the year ended 31st March, 2013.

10. Directors:

The Board of Directors is duly constituted as stipulated under Clause 49 of the Listing Agreement. The Chairman of the Board of Directors is an Executive Director. The composition of Board of Directors is consisted of total Eight Directors of which one is Chairman & Managing Director, One Whole Time Director and Six Non-Executive Directors. The details of Composition of Board and other details relating to directorship is presented under Report on Corporate Governance in this Annual Report.

Mr. Laxmikant Kabra retires by rotation and, being eligible, offers himself for reappointment.

Mr. Mandar Patil retires by rotation and, being eligible, offers himself for reappointment.

Appropriate resolutions for the reappointment of the aforesaid Director are being moved at the ensuing Annual General Meeting, which the Board recommends for your approval.

None of the board members are interested in the resolution except Mr. Laxmikant Kabra & Mr. Mandar Patil.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

In accordance with the requirements of section 217(1)(e) of the Company''s Act, 1956 read with the Companies Disclosure of Particulars in the Report of Board of Directors Rules 1980, the following information is provided:

a) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and pumps. Efficiency improvements were effected in our boilers and condensate recovery systems were installed.

b) Technology Absorption: A majority of the technologies utilized by your Company are developed by in house R & D Department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiatives to increase exports, Development of new export markets for products and services and Export promotion plans:

The company is constantly trying to increase its exports; Strategic alliances are made with various parties to increase exports. The company is obtaining registration in various parts of the world. During the year, the company had exports (FOB value) of Rs.7701 lakhs.

2. Total Foreign Exchange earned and used:



(Rs. in lakhs)

2012-13 2011-12

1. Earnings/Inflow

i. Export at FOB 7701.00 3844.07

2. Expenditure/Outflow

i. Traveling 22.80 16.87

ii. Commission 35.41 35.73

iii. Professional Fees & Technical Services 9.60 20.41

iv. Subscription/Prod. Reg. fees 13.20 1.68

12. Director''s Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the companies Act, with respect to Director''s responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2013 the applicable accounting standards have been followed along with explanations relating to material departures.

ii) That the Directors have selected such accounting policies and applied them entirely and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2013 on going concern basis.

13. Auditors:

M/s P. M. Kathariya & Co., Chartered Accountants, Mumbai retire as the Auditors of the Company at the ensuing Annual General Meeting, do not seek reappointment and recommends the appointment of M/s Shah & Kathariya as the Statutory Auditors of the Company for the financial year 2013-2014. Members are requested to appoint M/s Shah & Kathariya as Statutory Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

14. Corporate Governance:

A report on the corporate governance code along with a certificate from the auditors of the company regarding the compliance of the code of corporate governance as stipulated under clause 49 of the listing agreement forms part to this report.

15. ESOPS & Preferential Warrants Convertible into Equity Shares

The Company has introduced ESOP Scheme known as "Astec Employees Stock Option Plan 2012" with the approval of shareholders in the extra ordinary general meeting held on 27th March, 2012 at a price of Rs. 34/- per option. The said Scheme shall be applicable to employees of Astec LifeSicences Limited and its subsidiaries.

The Company has also allotted 16,00,000 Preferential Warrants Convertible into Equity Shares of Rs.34/- per warrant, approved by the shareholder in the extra ordinary general meeting held on 27th March, 2012. Out of 16,00,000 warrants 11,15,000 warrants have been converted into equity shares vide a resolution passed in the Board meeting held on 4th January, 2013. These shares are now traded on BSE Limited and National Stock Exchange of India Limited.

16. Cost Audit

The Central Government vide order dated 24th January, 2012 has prescribed cost audit for pesticides industries. Accordingly, the Board has appointed M/s Ritesh N. Talathi & Company, as Cost Auditors for the financial year 2012-13 to conduct cost audit.

The Cost Audit Report will be filed with the Central Government within 180 days of the closure of financial year.

17. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the customers, suppliers and the banks.

Your Directors express their warm appreciation to all the Employees of the Company for their diligence and contributions.



For and on behalf of the Board of Directors

Sd/-

Place: Mumbai Ashok V. Hiremath

Date: 24th May, 2013 Chairman and Managing Director


Mar 31, 2012

To, The Members of Astec lifeSciences Limited

The Directors' have pleasure in presenting the 18th Annual Report and the audited accounts for the year ended March 31,2012.

1. Financial Highlights Rs.in lacs

2011-12 2010-11

Revenue from operations (Gross) 11736.82 11,524.79

Less: Excise Duty 652.76 412.28

Revenue from operations (Net) 11084.06 11112.50

Other income 101.89 102.80

Total revenue 11185.95 11,215.31

Profit before Interest and 1726.15 1697.08 Depreciation

Less: Interest and Depreciation 1381.83 980.86

Profit before Tax 344.32 716.22

Less: Provision for Income Tax 68.00 135.20

Less: Provision for Deferred Tax 34.52 72.59

Profit after Tax 241.81 508.43

Amount available for appropriation 241.81 508.43 Appropriation

Proposed Dividend 84.65 84.65

Tax on Proposed Dividend 13.73 13.73

Transfer to General Reserve 50.00 100.00

Balance of Profit Carried forward 93.42 310.05

2011-12 was a challenging year for ASTEC as we were affected by continued destocking of inventory by our consumers. The Cross turnover of the company was at Rs. 117.37 Crores as against Rs. 115.25 Crores in the previous year, resulting in increase of 1.84%. Exports for the year were at Rs. 39.56 Cmres as against Rs. 25,10 Crores in 2011 representing a growth or 58%.

Raw material costs rose sharply as a result of the increase in labour and power costs in China pushing raw material prices upwards in the global markets. Higher interest rates caused increased finance costs and the devaluation of the rupee led to forex losses. With the operating costs going up substantially, the margins were eaten up and EBIDTA for the year under review was consequently of a much lower order in comparison with the previous year.

As result, profit after tax for the year was at Rs. 2.42 Crores as against Rs. 5.08 Crores in the previous year.

2. Operations

Your company has identified contract manufacturing as a platform for future growth. India is well positioned to capitalize on this opportunity as multinationals are moving manufacturing from high cost western economies to India and China. India has a strong pool of scientific manpower and a well-developed eco-system for the production of fine chemicals.

Your company is pleased to inform you that Company had signed two long term mutually exclusive confidential MANUFACTURING AND SUPPLY AGREEMENT with multinational majors to supply crop protection products. Recently your company commenced commercial production or at its new state of the art facility at its new site at MIDC Mahad, Maharashtra. The said facility incorporates the proprietary process technology developed by our multinational major customer. We are pleased to inform you that work of the second project is also progressing as per the schedule.

The commencement of these new projects will have a substantial positive impact on the Company's agrochemical business in coming years.

We were successful in tapping markets in South East Asia and South America.

In Mahad we made investments to increase the capacity of our manufacturing facility and to improve the quality of our products. We also made the investments in line with our commitment to responsible care to improve our EHS standards.

We invested in R & D and were successful in developing products and intermediates that are unique and will give the company substantial growth in the coming years.

3. Appropriations:

Amount of Rs. 50 Lacs is credited to General Reserve. Out of the amount available for appropriation. Your Director's have recommended a dividend of 5% on Equity Shares (Rs. 0.507- per share of Rs. 10/- each). The dividend tax on the proposed dividend is Rs. 13.73 Lacs.

4. Joint Venture:

Your company has invested in a joint venture in Europe namely Astec Europe Sprl in Belgium which is engaged in product registration activities. During the year, this Company became 50.10% subsidiary of Astec

5. Subsidiary Companies:

a) Your Company has a 100% subsidiary Company namely M/s. Astec Crop Care Private Limited with the main object to start the business of trading in Agrochemicals & Pesticides formulation to sell in local as well as in export market with its own brand name.

b) Behram Chemicals Private Limited is a 65.63% subsidiary of Astec. Behram Chemicals Private Limited has a manufacturing faciIity at Mahad, which has been given on lease to Astec.

c) With effect from October, 2011, Astec Europe Sprl has become 50.10% subsidiary of our Company which is engaged in product registration activities,

6. Research and Development:

Your Company continues to focus on R&D. We believe that a productive R & D is a key ingredient for success. During the year a number of new products were developed and many cost reduction schemes were initiated.

7. Risk Management:

Our Company continuously monitors business and operational risk. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment.

8. Listing Fees:-

The Company has paid requisite annual listing fees to Bombay Stock Exchange and National Stock Exchange where its securities are listed.

9. Public Deposits:

The Company has not accepted any deposits and as such there are no overdue deposits outstanding as on 31st March'2012.

10. Particulars of Employees:

There were no employees drawing remuneration more than it is provided under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 during the year ended 31st March, 2012.

11. Directors:

Prof. Vinod Malshe retires by rotation and, being eligible, offers himself for reappointment. Dr. P. L. Tiwarii retires by rotation and, being eligible, offers himself for reappointment.

Appropriate resolutions for the reappointment of the aforesaid Director are being moved at the ensuing Annual General Meeting, which the Board commands for your approval.

None of the board members are interested in the resolution except Prof. Vinod Malshe & Dr. P. L. Tiwari

12. Conservation of Energy, technology Absorption And Foreign Exchange Earnings And Outgo: In accordance with the requirements of section 217(1)(e) of the Company's Act, 1956 read with the Companies Disclosure of Particulars in the Report of Board of Directors) Rules 1980, the following information is provided:

d) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and pumps. A new coal fired boiler was commissioned which has resulted in considerable savings in fuel cost.

b) Technology Absorption: A majority of the technologies utilized by your Company are developed by in-house R & D department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiatives to increase exports, Development of new export markets for products and services and Export promotion plans:

The company is constantly trying to increase its exports; Strategic alliances ate made with various parties to increase exports. The company is obtaining registration in various parts of the world. During the year, the company had exports (FOB value) of Rs. 3844.07 Lacs.

2. Total Foreign Exchange earned and used:

Rs. In Lacs

2011-12 2010-11

1. Earnings/Inflow

i. Exports at FOB 3644.07 2510.00

2. Expenditure/Outflow

i. Traveling 16.87 6.91

ii. R & D Expenses - -

iii. Commission 37.73 35.00

iv. Import of Raw Material (CIF) 3018.09 1555.78

v. Professional Fees & Technical Services 20.41 -

vi. Subscription 1.68 -

13. Director's Responsibility Statement:

Pursuant to the requirement u/s. 217(2AA) of the companies Act with respect to Director's responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2012 the applicable accounting standards have been followed along with explanations relating to material departures.

ii) That the Directors have selected such accounting policies and applied them entirely and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the stale of affairs of the company at the end of the financial year.

iii) That the Dir rectors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2012 on going concern basis, the annual accounts for the financial year ended 31st March, 2012 on going concern basis.

15. Auditors:

M/s. P. M. Kathariya & Co., Chartered Accountants, Mumbai retire as the Auditors of the Company at the ensuring Annual General Meeting and being eligible offer themselves for reappointment. Members are requested to appoint the Auditor to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

16. Corporate Governance:

A report on the corporate governance code along with a certificate from the auditors of the company regarding the compliance of the code of corporate governance and also the management discussion and analysis report as stipulated under clause 49 of the listing agreement are annexed to this report.

17. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the customers, suppliers and the banks.

Your Directors express their warm appreciation to all the Employees of the Company for their diligence and contributions.

For and on behalf of the Board of Directors

Sd/-

Ashok V. Hiremath Managing Director

Place: Mumbai Date : 28th May, 2012


Mar 31, 2011

The Members,

Astec LifeSciences Ltd.

The Directors' have pleasure in presenting the 17* Annual Report and the audited accounts for the year ended March 31,2011.

1. Financial Highlights

Rs. in lacs 2010-11 2009-10

Sales and other operating Income 11506.68 11638.50

Other Income 120.24 102.36

Total Income 11626.92 11740.86

Profitbefore I nterest& Depreciation 1694.90 2638.42

Less: Interests Depreciation 980.86 921.56

Profitbefore Tax 714.04 1716.86

Less: Provision for Income Tax 135.20 305.00

Less: Provision for Deferred Tax 72.59 28.17

Profit after Tax 506.25 1383.68

Less: Prior Period Adjustment (2.18) 62.78

Amountavailable for appropriation Appropiation 508.43 1320.91 Proposed Dividend 84.65 169.29

Tax on Proposed Dividend 13.73 28.77

Transfer to General Reserve 100.00 300.00

Balance of Profit Carried Forward 310.05 822.84

2010-11 was a challenging year for Astec and we were affected by continued de-stocking of inventory by our customers. The Turnover of the company has decreased from Rs. 116.38 crores in FY 2010 to Rs. 115.07 crores in the year under review, thereby resulting in a decrease of 1.13%. It is mainly due to reduced pricing of our products by customers. Despite a challenging business environment, the company has achieved a net profit of Rs. 5.06 crores in FY 2011 as compared to Rs. 13.84 crores in FY 2010. Our sales was decreased primarily due to inventory correction of major multinational crop protection companies and the profit was down mainly due to price correction of our finished products and company's inability to pass on the increase in raw material prices to our customers.

2. Operations

The company was successful in stabilizing production of the products introduced in the previous year and in increasing production efficiencies.

Our efforts have resulted in receipt of many new registrations in various parts of the world. Many more registrations are in the pipeline. We are in dialogue with some multinational companies for manufacturing products on contractual basis. On finalization of the agreements, the company will witness a substantial increase in sales and corresponding increase in profitability. The business will

be predictable and will provide a platform of stability of the company. During the year the company established a relationship with a major multinational for supply of one of our products into the global supply chain.

We were successful intapping markets in South EastAsia and South America.

In Mahad we made investments to increase the capacity of our manufacturing facility and to improve the quality of our products. We also made the investments in line with our commitment to responsible care to improve ou r EHS standards.

We invested in R & D and were successful in developing products and intermediates that are unique and will give the company substantial growth in the coming years.

3. Ongoing expansion at newly acquired site:

Work was started on construction of our new 40,000 sq m site at Mahad in April 2011. We expect to commission the first phase by January 2012 and the second phase in March 2012.

The output from the new site will contribute substantially to the growth of the company's sales and profits.

4. Appropriations:

Amount of Rs. 100 lacs is credited to General Reserve. Out of the amount available for appropriation, Your Director's have recommended a dividend of 5% on Equity Shares (50 Paise per share of Rs. 10/- each). The dividend tax on the proposed dividend is Rs.13.73 lacs.

5. JointVenture:

Your company has invested in a joint venture in Europe which will be engaged in product registration activities.

6. Subsidiary Companies:

a) Your Company has formed a 100% subsidiary company namely M/s. Astec CropCare Pvt. Ltd. with the main object to start the business of trading in Agrochemicals & Pesticides formulation to sell in local as well as in export market with its own brand name. Initially, this company proposes to launch its products in the state of Gujarat, Karnataka & Maharashtra, company has also appointed a dedicated team to take the new venture ahead.

b) Bertram Chemicals Pvt. Ltd. is a 65.63% subsidiary of Astec. Behram has a manufacturing faci I ity at Mahad, which has been given on lease to Astec.

7. Rresearch And Development:

Your company continues to focus on R&D. We believe that a productive R&D is a key ingredient for success. During the year a number of new products were developed and many cost reduction schemes were initiated.

8. Risk Management:

Our company continuously monitors business and operational risk. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment.

9. Listing Fees:-

The company has paid requisite annual listing fees to Bombay Stock Exchange and National Stock Exchange where its securities are listed.

10. Publ ic Deposits:

The company has not accepted any deposits and as such there are no overdue deposits outstanding as on 31 st March' 2011.

11. Particulars of Employees:

The Particulars of Employees, as required under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are as stated here under.

12. Directors:

Mr. Sitendu Sharma retires by rotation and, being eligible, offers himself for reappointment.

Mr. Mohammed Zakir retires by rotation and, being eligible, offers himself for reappointment.

Appropriate resolutions for the reappointment of the aforesaid Director are being moved at the ensuing Annual General Meeting, which the Board commands for yourapproval.

None of the board members are interested in the resolution except Mr. Mohammed Zakir & Mr. Sitendu Sharma.

13. Conservation Of Energy, Technology Absorption And Foreign Exchange Earnings And Outgo:

In accordance with the requirements of section 217(1 )(e) of the Company's Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1980, the following information is provided:

a) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and pumps. A new coal fired boiler was commissioned which has resulted in considerable savings in fuel cost.

b) Technology Absorption: A majority of the technologies utilized by your company are developed by in-house R&D department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiativesto increase exports, Development of new export markets for products and services and Export promotion plans:

The company is constantly trying to increase its exports, Strategic alliances are made with various parties to increase exports. The company is obtaining registration in various parts of the world. During the year, the company had exports (FOB value) of Rs. 2510 Lacs.

2. Total Foreign Exchange earned and used:

Rs. in lacs 2010-11 2009-10

1. Earnings/Inflow

i. Exports at FOB 2510.00 3460.73

2. Expenditure /Outflow

i. Traveling 6.91 9.74

ii. R&D Expenses Nil 1.55

iii. Commission 35.00 27.63

iv. Import of Raw Material (CIF) 1555.78 2970.67

14. Director's Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the companies Act, with respect to Director's responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2011 the applicable accounting standards have been followed along with explanations relating to material departures.

ii) That the Directors have selected such accounting policies and applied them entirely and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs ofthe company at the end of the financial year.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2011 on going concern basis.

15. Auditors:

M/s P. M. Kathariya & Co., Chartered Accountants, Mumbai retire as the Auditors of the company at the ensuring Annual General Meeting and being eligible offer themselves for reappointment.

Members are requested to appoint the Auditors to hold office from the conclusion of this Annual General Meeting ti 11 the cone I usion of next Annual General Meeti ng and to fix thei r remu neration..

16. Corporate Governance:

A report on the corporate governance code alongwith a certificate from the auditors ofthe company regarding the compliance ofthe code of corporate governance and also the management discussion and analysis report as stipulated under clause 49 ofthe listing agreement are annexed to this report.

17. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the customers, suppliers and the banks.

Your Directors express their warm appreciation to all the Employees ofthe company for their diligenceand contributions.

For and on behalf of the Board of Directors

Place: Mumbai Ashok V. Hiremath

Date : 27th May,2011 Managing Director


Mar 31, 2010

The Directors have pleasure in presenting the 16th Annual Report and the audited accounts for the year ended March 31,2010.

1. Financial Highlights

Rs. in lacs

2009-10 2008-09

Sales and other operating Income 11638.50 8933.04

Other Income 102.36 36.39

Total Income 11740.86 8969.43

Profit before Interest & Depreciation 2638.42 2165.70

Less: Interests Depreciation 921.56 925.15

Profit before Tax 1716.86 240.54

Less: Provision for Income Tax/FBT 305.00 151.00

Less: Provision for Deferred Tax 28.17 17.14

Profit after Tax 1383.68 1072.40

Less: Prior Period Adjustment 62.78 35.28

Amount available for appropriation 1320.91 1037.12 Appropriation

Proposed Dividend 169.29 70.72

Tax on Proposed Dividend 28.77 12.02

Transfer to General Reserve 300.00 300.00

Balance of Profit Carried Forward 822.84 654.39

2. Operations

During the year under review Companys Sales rose by 30.29% and the net profit after tax increased by 29.03%.

The Company was successful in stabilizing production of its products in increasing production efficiencies.

Our efforts have resulted in receipt of many new registrations in various parts of the world. Many more registrations are in the pipeline. We are in dialogue with some multinational companies for manufacturing products on contractual basis. On finalization of the agreements, the Company will witness a substantial increase in sales and corresponding increase in profitability. The business will be predictable and will provide a platform of stability of the Company.

We were successful in tapping markets in South East Asia and South America.

In Mahad we made investments to increase the capacity of our manufacturing facility and to improve the quality of our products. We also made the investments in line with our commitment to responsible care to improve our EHS standards.

We invested in R & D and were successful in developing products and intermediates that are unique and will give the Company substantial growth in the coming years.

3. Appropriations:

Amount of Rs.300 lacs is credited to General Reserve. Out of the amount available for appropriation, Your Directors have recommended a dividend of 10% on Equity Shares (Re.1/- per share of Re.10/- each). The total amount of dividend is Rs. 169.29 lacs. The dividend tax on the proposed dividend is Rs.28.77 lacs.

4. Joint Venture:

Your Company has invested in joint venture in Europe which is engaged in product registration activities.

5. Research and Development:

Your Company continues to focus on R & D. We believe that a productive R & D is a key ingredient for success. During the year a number of new products were developed and many cost reduction schemes were initiated.

6. Risk Management:

Our Company continuously monitors business and operational risk. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment.

7. Awards:

Udyog Rattan Award and Excellence Award

Your Company would like to inform you that, our Promoter and Chairman & Managing Director Mr. Ashok V. Hiremath has been awarded the "Udyog Rattan Award" from one of the Countrys premier research institute "Institute of Economic Studies" (IES) for his contribution to the Economic Development of our Country and your Company has also bagged the "Excellence Award" in the field of Economic Development.

Gold Star Award & Gold Medal

Your Company would like to inform you that, our Chairman & Managing Director, Mr. Ashok V. Hiremath has been awarded the "National Gold Star Award & Gold Medal" from "The Indian Society for Industry & Intellectual Development" at the 15th National Seminar on "Individual Achievements & Intellectual Excellence National Development" held at Dy. Speaker Hall, Constitutional Club, Vithal Bhai Patel House, Rafi Marg, New Delhi-110001. The award was presented by Chief Guest Mr. Manikrao Gavit, Member of Parliament, Chairman of Lok Sabha Ethics Committee & Purva Kendriya Mantri.

8. Listing Fees:

The Company has paid requisite annual listing fees to Bombay Stock Exchange and National Stock Exchange where its securities are listed.

9. Particulars of Employees:

The Particulars of Employees, as required under Section 217 (2A) of the Companies Act 1956 read with the Companies (Particulars of Employees) Rules 1975 are as stated here under.

Name Designation Date of Gross Last

Appointment Remuneration Employment

Mr. Ashok V. Hiremath Managing 31.01.1994 Rs. 40,00,000/- Hiremath Chemicals

Director Limited

10. Directors:

Dr. P.L.Tiwari retires by rotation and, being eligible, offers himself for reappointment.

Mr. Laxmikant Kabra retires by rotation and, being eligible, offers himself for reappointment.

Appropriate resolutions for the reappointment of the aforesaid Director are being moved at the ensuing Annual General Meeting, which the Board commands for your approval.

None of the board members are interested in the resolution except Mr. Laxmikant Kabra & Dr. P.L.Tiwari.

11. Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and outgo:

In accordance with the requirements of section 217(1)(e)of the Companys Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1 980, the following information is provided:

a) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and pumps. Recycling of waste water and condensate has resulted in reduction of waste of resources.

b) Technology Absorption : A majority of the technologies utilized by your Company are developed by in-house R&D department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiatives to increase exports, Development of new export markets for products and services and Export promotion plans:

The Company is constantly trying to increase its exports, Strategic alliances are made with various parties to increase exports. The Company is obtaining registrations in various parts of the world. During the year, the Company had exports (FOB value) of Rs. 3460.73 Lacs.

2. Total Foreign Exchange earned and used:

Rs. in lacs

2009-10 2008-09

1. Earnings/Inflow

i. Exports at FOB 3460.73 2590.78

2. Expenditure/Outflow

i. Traveling 9.74 3.27

ii. R&D Expenses 1.55 2.67

iii. Commission 27.63 21.77

iv. Import of Raw Material (CIF) 2970.67 1481.17

12. Directors Responsibility Statement:

Pursuant to the requirement u/s 217(2AA) of the companies Act, with respect to Directors responsibility statement, it is hereby confirmed:

i) That in the preparation of the accounts for the financial year ended 31st March, 2010 the applicable accounting standards have been followed along with explanations relating to material departures.

ii.) That the Directors have selected such accounting policies and applied them entirely and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the Company at the end of the financial year.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv.) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2010 on going concern basis.

13. Auditors:

M/s. P. M. Kathariya & Co., Chartered Accountants, Mumbai retire as the Auditors of the Company at the ensuing Annual General Meeting and being eligible offer themselves for reappointment.

Members are requested to appoint the Auditors to hold office from the conclusion of this Annual General Meeting til I the conclusion of next Annual General Meeting and to fix their remuneration.

14. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the customers, suppliers, banks & stake holders.

Your Directors express their warm appreciation to all the Employees of the Company for their diligence and contributions.

For and on behalf of the Board of Directors

Place :Mumbai Ashok V.Hiremath

Date :24th May, 2010 Managing Director


Mar 31, 2009

The Directors have pleasure in presenting the 15th Annual Report and the audited accounts for the year ended March 31, 2009.

1. Financial Results:

2008-09 2007-08

Sales and other operating Income 8933.04 6046.27

Other Income; 36.39 15.41

Total Income 8969.43 6061.68

Profit before Interest & Depreciation 2165.70 1586.10

Less: Interest & Depreciation 925.15 642.50

Profit before Tax 1240.54 943.60

Less: Provision for Income Tax/FBT 151.00 111.10

Less: Provision for Deferred Tax 17.14 25.37

Profit after Tax 1072.40 807.13

Less : Prior Period Adjustment 35.28 12.84

Amount available for appropriation 1037.12 794.28

Appropriation

Proposed Dividend 70.72 47.14

Tax on Proposed Dividend 12.02 8.01

Transfer to General Reserve 300.00 200.00

Balance of Profit Carried Forward 654.39 539.13

2. Operations:

During the year under review Companys Sales rose by 47.74% and the net profit after tax increased by 32.86%.

The Company was successful in stabilizing production of the products introduced in the previous year and in increasing production efficiencies.

Our efforts have resulted in receipt of many new registrations in various parts of the world. Many more registrations are in the pipeline. We are in dialogue with some multinational companies for manufacturing products on contractual basis. On finalteation of the agreements, the company will witness a substantial increase in sales and corresponding increase in profitability. The business will be predictable and will provide a platfoim of stability of the company. During the year the company established a relationship with a major multinational for supply of one of our products into the global supply chain.

We were successful in tapping markets in South East Asia afid South America.

In Mahad we made investments to increase the capacity of our manufacturing facility and to improve the quality of our products. We also made the investments in line with our commitment to responsible care to improve our EHS standards.

We invested in R & D and were successful in developing products and intermediates that are unique and will give the company substantial growth in the coming years.

3. Appropriations:

An Amount of Rs. 300 lacs is credited to General Reserve. Out of the amount available for appropriation, Your Directors have recommended a dividend of 7.5% on Equity Shares (Rs. 0.75/- per share of Rs. 10/- each). The dividend tax on the proposed dividend is Rs.12.02 lacs.

4. Joint Venture Company:

Your company has invested in a joint venture in Europe which will be engaged in product registration activities.

5. Research and Development

Your Directors are pleased to announce that the Company has developed some products with unique technologies, which will give it a competitive edge in the Life Sciences industry.

Due to continuing success achieved in the area -ofR&D Astec is in a position to provide a competitive cost structure for the benefit o its customer.

Our efforts have resulted in receipt of many new registrations in various parts of the world. Many more registrations are in the pipeline. We are in dialogue with some multinational companies for manufacturing products on contractual basis. On finalization of the agreements, the company will witness a substantial increase in sales and corresponding increase in profitability. The business will be predictable and will provide a platform of stability of the company! During the year the company established a relationship with a major multinational for supply of one of our products into the global supply chain.

We were successful in tapping markets in South East Asia and South America.

In Mahad we made investments to increase the capacity of our manufacturing facility and to improve the quality of our products. We also made the investments in line with our commitment to responsible care to improve our EHS standards.

We invested in R & D and were successful in developing products and intermediates that are unique and will give the company substantial growth in the coming years.

3. Appropriations:

An Amount of Rs. 300 lacs is credited to General Reserve. Out of the amount available for appropriation, Your Directors have recommended a dividend of 7.5% on Equity Shares (Rs. 0.75/- per share of Rs. 10/- each). The dividend tax on the proposed dividend is Rs.12.02 lacs.

4. Joint Venture Company:

Your company has invested in a joint venture in Europe which will be engaged in product registration activities.

5. Research and Development:

Your Directors are pleased to announce that the Company has developed some products with unique technologies, which will give it a competitive edge in the Life Sciences industry.

Due to continuing success achieved in the area of R&D Astec is in a position to provide a competitive cost structure for the benefit of its customer.

6. Risk Management:

Our Company continuously monitors business and operational risk through business process re-engineering and reviewing. All key functions and divisions are independently responsible to monitor risk associated within their respective areas of operations such as production, insurance, legal and other issues like health safety and environment.

7. Particulars of Employees:

The Particulars of Employees, as required under Section 217 (2A) of the Companies Act
Name Designation Date of Gross Last Appointment Remuneration Employment

Mr. Ashok Hiremath Managing 31.01.1.994 Rs.24,00,000/- Hiremath Chemicals Director Limited

8. Directors:

Mr. Sitendu Sharma retires, by rotation and, being eligible, offers himself for reappointment.

Mr. Mohammed Zakir retires by rotation and, being eligible, offers himself for reappointment.

Mr. Vinod Malshe retires by rotation and, being eligible, offers himself for reappointment.

Appropriate resolutions for the reappointment of the aforesaid Director are being moved at the ensuing Annual General Meeting, which the Board commands for your approval.

9. Conservation or Energy, Technology Absorption and Foreign

Exchange Earnings and outgo :

In accordance with the requirements of section 217(l)(e) of the Companys Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules 1980, the following information is provided:

a) Conservation of Energy, etc: Steps have been taken to reduce the power consumption of agitators and primps. A new coal fired boiler was commissioned which has resulted in considerable savings in fuel cost.

b) Technology Absorption : A majority of the technologies utilized by your Company are developed by in-house R&D department. Some processes have been provided by potential customers and those have been suitably absorbed.

c) Foreign Exchange Earnings and outgo:

1. Activities relating to Export, initiatives to increase exports, Development, of new export markets for products and services and Export promotion plans:

The company Is constantly trying to increase its exports, Strategic alliances are made with various parties to increase exports. The company is obtaining registration in various parts of the world. During the year, the company had exports (FOB value) of Rs. 2590.78 Lacs.

2. Total Foreign Exchange earned and used:

Rs. in Lacs. 2008 - 2009 2007 - 2008

1. Earnings/ Inflow

i. Exports at FOB 2590.78 1438.29

2. Expenditure / Outflow

i. Traveling 3.27 4.98

ii. R&D Expenses 2.67 3.38

iii. Commission 21.77 10.58

iv. Import of Raw Material (CIF) 1481.17 812.11

10. Directors Responsibility Statement;

Pursuant to the requirement u/s 217(2AA) of the companies Act, with respect to Directors responsibility statement, it is hereby confirmed:

i.) That in the preparation of the accounts for the financial year ended 31st March, 2009 the applicable accounting standards have been followed along with explanations relating to material departures.

ii.) That the Directors have selected such accounting policies and applied them entirely and made judgments and estimates that were reasonable and prudent so as to give true and fair view of the state of affairs of the company at the end of the financial year.

iii) That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the companies Act, 1956 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities.

iv.) That the Directors have prepared the annual accounts for the financial year ended 31st March, 2009 on going concern basis.

11. Auditors:

P. M. Kathariya & Co., Chartered Accountants, Mumbai retire as the Auditors of the Company at the ensuring Annual General Meeting and being eligible offer themselves for reappointment.

Members are requested to appoint the Auditors to hold office from the conclusion of this Annual General Meeting till the conclusion of next Annual General Meeting and to fix their remuneration.

12. Appreciation:

Your Directors wish to record their appreciation for the support and co-operation received from the customers, suppliers and the banks.

Your Directors express their warm appreciation to all the Employees of the Company for their diligence and contributions.

Place : Mumbai For and on behalf of the Board of Directors

Date: . 21st July 2009

(Ashok Hiremath) Managing Director

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