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Directors Report of Astral Ltd.

Mar 31, 2023

Your directors have pleasure in presenting the 27^th Annual Report of your Company together with the Audited Statements of Accounts for the Year ended March 31, 2023.

1. FINANCIAL HIGHLIGHTS: The summary of Standalone and Consolidated Financial Results for the Year ended March 31, 2023:				(? In Million)
Particulars	Standalone		Consolidated
	FY 22-23	FY 21-22*	FY 22-23	FY 21-22
Income from Operations (Net)	46,116	40,613	51,585	43,940
Other Income	239	333	267	349
Total Expenditure	38,605	33,526	43,486	36,387
Profit Before Depreciation, Interest and Tax	7,750	7,420	8,366	7,902
Finance Cost	333	95	400	129
Depreciation and amortization expense	1374	1163	1,781	1,269
Profit Before Exceptional Item & Tax	6,043	6,162	6,185	6,504
Exceptional Items	33	19	(18)	-
Share of profit/(loss) of joint venture	-	-	(15)	(19)
Profit Before Tax	6,010	6,143	6,152	6,485
Tax expense	1,531	1,526	1,557	1,581
Profit for the year	4,479	4,617	4,595	4,904
Profit from Discontinued operation	-	-	130	-
Net Profit for the year	4,479	4,617	4,725	4,904
Add: Other Comprehensive Income (net of tax) - Continuing operations	(10)	2	(3)	6
Add: Other Comprehensive Income (net of tax) -Discontinuing operations	-	-	449	-
Total Comprehensive Income	4,469	4,619	5,171	4,910
Less: Currency Translation (Loss)/Gain	-	-	27	4
Total	4,469	4,619	5,144	4,906
Attributable to:
Non- Controlling Interest	-	-	589	66
Shareholders of the Company	4,469	4,619	4,555	4,840
Surplus in Statement of Profit & Loss brought forward	18,295	14,128*	18,832	14,444
Less: Consequent to acquisition of non-controlling interest in Seal It Services Limited, UK	-	-	322	-
Less: Pursuant to Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with Astral Limited	^-	^-	5	^-
Amount Available for Appropriation	22,764	18,747	23,060	19,284
Payment of Dividend (Including tax on dividend)	603	452	603	452
Balance carried to Balance Sheet	22,161	18,295	22,457	18,832
* - Restated pursuant to scheme of amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with Astral Limited (w.e.f. appointed date April 1, 2021)

2. DIVIDEND

During the year under review, the Board of Directors declared and paid Interim Dividend of f 1.25/- (125%) per equity share. Further your directors have recommended a Final Dividend of f 2.25/- per equity share for the financial year ended March 31, 2023 subject to approval of shareholders in the ensuing Annual General Meeting. With the above, the total dividend for the year under review would be f 3.50/- (350%) per equity share as compared to f 3.00/- (300%) total dividends paid in the previous year. Interim Dividend Paid for the FY 2022 -2023 along with the Final Dividend, if approved in the ensuing Annual General Meeting Shall be about f 855 Millions compared to f 603 Millions absorb in the previous year.

The dividend recommended is in accordance with the Company''s policy on dividend distribution. The said policy is available on the website of the Company as can be accessed at https://astralltd.com/wp-content/uploads/2023/01/1668401922 policy on dividend distribution.pdf

3. TRANSFER TO RESERVES

No amount is proposed to be transferred to the reserves during the year under review.

4. CONSOLIDATED FINANCIAL AND OPERATIONAL PERFORMANCE:

â¢ Consolidated Revenue from Operations has increased by 17% from f 43,940 Millions to f 51,585 Millions.

â¢ Consolidated EBIDTA has increased by 6% from f 7,883 Millions to f 8,351 Millions.

â¢ Consolidated Profit Before tax (before exceptional items) has decreased by 5% from f 6,485 Millions to f 6,170 Millions.

â¢ Consolidated Profit After tax has decreased by 6% from f 4,904 Millions to f 4,595 Millions.

5. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW:

â¢ During the year under review, your Company has increased its installed capacity of plumbing business by 2.78% from 282338 MT to 290176 MT. Sales volume of pluming business has increased from 149569 M.T. to 177628 M.T.

6. ISSUE OF BONUS EQUITY SHARES:

Your Directors are pleased to inform that during the year under review, your Company issued 6,71,52,893 bonus equity shares of f 1/- each in the ratio of 1:3. Accordingly, the paid-up share capital of the Company was increased from f 2,014,58,679 to f 26,86,11,572.

7. ACQUISITION:

During the year under review, the Board of Directors approved the Scheme of Amalgamation of subsidiaries of your Company viz. Resinova Chemie Limited and Astral

Biochem Private Limited with the Company. The Hon''ble National Company Law Tribunal, Bench at Ahmedabad has sanctioned Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with the Company and their respective shareholders and creditors, vide order dated September 5, 2022, under section 230 to 232 of the Companies Act, 2013 read with rules made thereunder. The Company has received the certified copy of the NCLT order sanctioning Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with the Company and their respective shareholders and creditors and the same has been filed with the Registrar of Companies on September 6, 2022. Accordingly, the Scheme of Amalgamation has become effective from September 6, 2022.

As a part of your Company''s strategy to expand its product portfolio under building material segment, the Board of Directors of your Company in their meeting held on April 29, 2022 approved to acquire 51% controlling equity stake in Operating Paint Business of Gem Paints Private Limited. Gem Paint Private Limited is a Company incorporated under the provisions of the Companies Act 1956 having its registered office at Bangaluru and is in the business of manufacturing and supply of various types of paints coatings, products related to home decor, industrial paints and in all types of chemicals, essences, enamels, polishes, distempers, colours etc. Accordingly, your Company entered into definitive agreements with Gem Paints Private Limited and its shareholders. As per the agreements, your Company initially invested f 194 Crores in Gem Paints Private Limited by subscribing to Optionally Convertible Debentures (OCDs) equivalent to value of 51% equity stake of Operating Paint business of Gem Paints on June 21, 2022. The Operating Paint Business of Gem Paints Private Limited is proposed to be demerged to a wholly owned subsidiary of Gem Paints Private Limited viz. Esha Paints Private Limited with an Appointed Date of April 1, 2022. Upon the completion of demerger, your Company shall acquire 51% equity shares of Esha Paints Private Limited against the redemption of OCDs. The name of Esha Paints Private Limited is proposed to be changed to Gem Paints Private Limited under the demerger scheme. The Company has appointed majority directors on the Board of Gem Paints Private Limited and Esha Paints Private Limited and control is established in terms of the aforesaid Debenture Subscription Agreement. Accordingly, Gem Paints Private Limited and Esha Paints Private Limited have become subsidiaries of the Company respectively in terms the applicable provisions of the Companies Act, 2013. The Scheme of Arrangement involving Demerger is currently pending with the National Company Law Tribunal, Bangalore, for its approval.

8. NEW PRODUCT:

During the year under review, the Board of Directors of your Company decided to enter into the business of faucets and sanitaryware and related products. The Company plans to set up multiple channel-partnership based showrooms in major cities across the country in the coming year.

9. SUBSIDIARY/JOINT VENTURE COMPANIES:

As at March 31, 2023, your Company had 3 direct subsidiaries, 3 step down subsidiary and 1 joint venture Company. During the year under review, Gem Paints Private Limited (including its subsidiary companies viz. Esha Paints Private Limited and Enterprise Software and Technology Services Private Limited) become Subsidiary of the Company. The Company does not have any Change in Associate or Joint Venture at the end of the year.

The highlights of performance of subsidiaries of your Company have been discussed and disclosed under the Management Discussion and Analysis section of the Annual Report. The statement containing salient features of the financial statement of subsidiary/joint venture (associate) Company including contribution of subsidiary/joint venture Company to the overall performance of the Company and in in terms of the revenue and profit in the prescribed format Form AOC-1 as per Companies (Accounts) Rules, 2014 is attached to the financial statements of the Company

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on https://astralltd.com/wp-content/ uploads/2023/06/Financial-Subsidiaries-2022-2023.pdf These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

The Company has formulated policy for determining "Material Subsidiaries". The said policy can be accessed at https:// astralltd.com/wp-content/uploads/2023/01/1668401356 material subsidiary policy.pdf As on March 31, 2023.

10. CHANGES IN SHARE CAPITAL

During the year under review, the authorised share capital of the Company has been increased from f. 21,05,00,000/- to f. 26,85,00,000/- on account of the Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited with the Company. Further, your Company has altered "Capital Clause" of Articles of Association of the Company vide Shareholders Resolution passed at the Extra Ordinary General Meeting held on March 3, 2023 and the Authorised Share Capital has been further increased from f. 26,85,00,000/- to f. 50,00,00,000/-.

Further, during the year under review, the Company''s paid-up equity share capital increased from f 20,09,20,181/-to f 26,86,11,572/- upon allotment of 5998 shares on account of Employee Stock Option Scheme, allotment 5,32,500 Shares as per the Scheme of Amalgamation of Resinova Chemie Limited and Astral Biochem Private Limited and allotment of 6,71,52,893 on account of Bonus issue.

11. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies

Act, 2013, Listing (Obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

12. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors'' Report.

13. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

A Separate report on Corporate Governance along with Certificate from M/s SRBC & CO. LLP, Chartered Accountants, on Compliance with conditions of Corporate Governance as per Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 is provided as a part of this Annual report.

14. SECRETARIAL STANDARDS:

During the year under review, your Company has complied with the applicable provisions of Secretarial Standard-1 and Secretarial Standard-2 issued by the Institute of Company Secretaries of India.

15. VIGIL MECHANISM:

Your Company promotes ethical behavior in all its business activities and has put in place a mechanism for reporting illegal or unethical behavior. The Company has a Vigil mechanism and Whistle blower policy under which the employees are free to report violations of applicable laws and regulations and the Code of Conduct. Employees may also report to the Chairman of the Audit Committee. During the year under review, no employee was denied access to the Audit Committee. Whistle blower policy of the Company has been uploaded on the website of the Company and can be accessed at https://astralltd.com/wp-content/ uploads/2023/01/1668402390 vigil mechanism whistle blower policy.pdf

16. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF UNPUBLISHED PRICE SENSITIVE INFORMATION.

Pursuant the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015, the Company has adopted (1) ''''Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information" ("Fair Disclosure Code") incorporating a policy for determination of " Legitimate Purposes" as per Regulation 8 and Schedule A to the said regulations and (2) "Code of Conduct to Regulate, Monitor and Report Trading by Designated Persons" as per Regulation 9 and Schedule B to the said regulations.

17. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING:

Business Responsibility and Sustainability Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report

18. INSURANCE:

Your Company''s manufacturing facilities, properties, equipment and stocks are adequately insured against all major risks. The Company has also taken Directors'' and Officers'' Liability Policy to provide coverage against the liabilities arising on them.

19. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

20. STATE OF COMPANY AFFAIRS.

Astral is a leading manufacturer of Chlorinated Poly Vinyl Chloride (CPVC) and Poly Vinyl Chloride (PVC) plumbing systems for residential and industrial use. The Company has a commanding market share in the domestic CPVC and PVC pipe industry. In addition to being a leader in the piping segment, it has also expanded into the adhesives and sealants segment, infrastructure products, and water tanks. The Company intends to make strong inroads into the paints, faucets and sanitaryware segments this year, transforming itself into a comprehensive home building material player. The Company has an extensive presence in India and across the globe through its subsidiaries.

21. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL POSITION OF THE COMPANY

There are no other material changes or commitments occurring after March 31, 2023, which may affect the financial position of the Company or may require disclosure.

22. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT:

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.

23. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to formulate annual action plan in pursuance of CSR policy and review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually. CSR policy of the Company, inter alia, provides for CSR vision of the Company including proposed CSR activities and its implementation, monitoring and reporting framework.

Projects approved by the board are disclosed on the website of the Company https://astralltd.com/wp-content/ uploads/2023/01/1668401244 csr policy.pdf

During the year under review, your Company has spent f 91.26 Millions i.e. 2% of average net profit of last three financial years on CSR activities as per applicable statutory provisions.

Annual Report on CSR activities carried out by the Company during FY 2022-23 is enclosed as Annexure-A to this report.

24. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2023, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and made judgements and estimates 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 and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards 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) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

25. AUDITORS:

Statutory Auditor:

SRBC & CO. LLP, Chartered Accountants were re-appointed as Auditors of your Company for a Second term of five years at the Annual General Meeting held on August 29, 2022. The Auditors have confirmed that they are not disqualified from continuing as Auditors of your Company.

The Notes on financial statement referred to in the Auditors'' Report are self-explanatory and do not call for any further comments. The Auditors'' Report does not contain any qualification, reservation, adverse remark or disclaimer.

a structured evaluation process covering various criteria as recommended by the Nomination and Remuneration Committee. Based on performance of the board as a whole and its committees were proactive, effective and contributing to the goals of the Company.

29. RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at https://astralltd.com/wp-content/ uploads/2023/01/1668402161 related party transaction policy astral.pdf The details of the transactions with Related Party are provided in the accompanying financial statements.

30. NUMBERS OF BOARD MEETINGS:

The Board of Directors met 8(Eight) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

31. DIRECTORS:

Appointment/Re-Appointment

Mr. Sandeep Engineer was re-appointed as Managing Director of your Company w.e.f. April 1, 2022 by the Board of Directors in their meeting held on February 4, 2022. Subsequently approval of Shareholders was obtained by passing special resolution through postal ballot dated June 25, 2022.

Mr. Chetas Desai was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. February 7, 2023. The Shareholders of the Company at their Extra Ordinary General Meeting held on March 3, 2023 appointed him as an Independent Director of the Company, not liable to retire by rotation and to hold office for an initial term of five consecutive years effective from February 7, 2023.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof), your Company has maintained cost records in respect of plastic & polymers activity and the same is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of your Company for the financial year2023-24 at a remuneration of f 0.25 Million. 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 members'' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the Financial year 2022-23 will be submitted to the Central Government in due course.

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 Board of Directors appointed Ms. Monica Kanuga, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2022-23. Secretarial Audit Report for FY 2022-23 is enclosed as Annexure-B to this report.

The Secretarial Audit Report of your Company does not contain any qualification, reservation or adverse remark.

26. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

The Risk Management Policy of your Company provides for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

27. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

28. BOARD EVALUATION:

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a Separate Meeting held on February 7, 2023. The exercise of performance evaluation was carried out through

Mr. Dhinal Shah was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. February 7, 2023. The Shareholders of the Company at their Extra Ordinary General Meeting held on March 3, 2023 appointed him as an Independent Director of the Company, not liable to retire by rotation and to hold office for an initial term of five consecutive years effective from February 7, 2023.

The Board is of the view that Mr. Chetas Desai and Mr. Dhinal Shah are meeting the criteria with regard to integrity, expertise & experience (including proficiency in their respective areas).

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on May 15, 2023 appointed Mr. Kairav Engineer as an Additional Director liable to retire by rotation and Whole-Time Director - Whole-Time Key Managerial Personnel of the Company for a period of five years w.e.f. July 1, 2023 subject to approval of the Shareholders at the ensuing Annual General Meeting.

On recommendation of Nomination and Remuneration Committee, the Board of Directors of the Company at its Meeting held on May 15, 2023 appointed Mr. Hiranand Savlani as an Additional Director liable to retire by rotation and Whole-Time Director of the Company in addition to act as Chief Financial Officer- Whole-Time Key Managerial Personnel of the Company for a period of five years w.e.f. July 1, 2023 subject to approval of the Shareholders at the ensuing Annual General Meeting.

The requisite particulars in respect of Directors seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

Independent Director Declaration:

Your Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Act read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Declaration for non-disqualification:

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

32. CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, Mr. Krunal Bhatt resigned as Company Secretary w.e.f September 30, 2022. Mr. Manan Bhavsar was appointed as Company Secretary w.e.f October 1, 2022.

33. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS

The Board of Directors has, on the recommendation of the Nomination and Remuneration Committee, framed a policy for selection and appointment of Directors, Key Managerial Personnel and Senior Management and their remuneration. Salient features of Nomination and Remuneration Policy have been disclosed in Corporate Governance Report. The same is available on the website of https://astralltd.com/wp-content/uploads/2023/01/1668401393 nomination and remuneration policy.pdf.

34. COMMITTEES OF BOARD

With an objective of strengthen the governance standards and to comply with the applicable statutory provisions, the Board has constituted various committees. Details of such Committees constituted by the Board are given in the Corporate Governance Report, which forms part of this Annual Report.

35. REPORTING OF FRAUD:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Act details of which needs to be mentioned in this Report.

36. PREVENTION OF SEXUAL HARASSMENT:

Your Company has zero tolerance towards sexual harassment at the workplace and have a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder. As required under law, an Internal Complaints Committee has been constituted for reporting and conducting inquiry into the complaints made by the victim on the harassments at the work place. During the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

37. ANNUAL RETURN:

Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return as on March 31, 2023 is available on the Company''s website at https://astralltd.com/wp-content/ uploads/2022/12/doc03856120230619093132.pdf.

38. EMPLOYEES STOCK OPTION SCHEME:

Your Company approved formulation of Employee Stock Option Scheme (''ESOS'') viz. Astral Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015 which

was further amended vide shareholders resolution passed in 24^th Annual General Meeting held on August 21, 2020. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, an aggregate of 15,996 stock options (After Bonus Adjustment) at an exercise price of f 22.50/- per share (After Bonus Adjustment) were granted to eligible employees. Further, during the year, the eligible employees were allotted 5,998 equity shares at an exercise price of f 30/- per share.

There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014 and (Share Based Employee Benefits and Sweat Equity) Regulations, 2021. The certificate of Secretarial Auditor regarding implementation of Scheme shall be made available for inspection of members in electronic mode at AGM. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at https://astralltd.com/wp-content/uploads/2022/12/ESOS-SFBI-Disclosure-2023.pdf

39. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure-C to this report.

The information required under Rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, forms part of this Annual Report. Having regard to the provisions of Section 134 and Section 136 of the Companies Act, 2013, the Reports and Accounts are being sent to the Members excluding such information. However, the said information is available for inspection by the Members at the Registered Office of the Company during business hours on working days of the Company up to the date of ensuing AGM. Any shareholder interested in obtaining a copy of such statement may write to the Company Secretary at the Registered Office of the Company or e-mail to [email protected].

40. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) of the Companies Act, 2013 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure-D to the Report.

41. GENERAL

The Board of Directors state that no disclosure or reporting is required in respect of the following matters, as there were no transactions or applicability pertaining to these matters during the year under review:

i) Issue of equity shares with differential rights as to dividend, voting or otherwise.

ii) Scheme of provision of money for the purchase of its own shares by employees or by trustees for the benefit of employees.

iii) Payment of remuneration or commission from any of its subsidiary companies to the Managing Director of the Company.

iv) Change in the nature of business of the Company.

v) Issue of debentures/bonds/warrants/any other convertible securities.

vi) Details of any application filed for corporate insolvency under Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, 2016.

vii) Instance of one-time settlement with any Bank or Financial Institution.

ix) Statement of deviation or variation in connection with preferential issue.

42. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your Directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors

Sandeep P. Engineer

Chairman & Managing Director DIN: 00067112

Date: May 15, 2023 Place: Ahmedabad

Mar 31, 2022

Your Directors have pleasure in presenting the 50^th Annual Report on the business, operations and financial performance of the Company along with the Consolidated Audited Balance Sheet and Statement of Profit & Loss for the year ended 31^st March, 2022.

FINANCIAL INFORMATION

('' in Crores)
Particulars	Consolidated		Standalone
	2021-22	2020-21	2021-22	2020-21
Revenue from operations	2981.81	2473.19	2124.44	1693.86
Profit before Financial Charges, Depreciation, Tax & Exceptional Item	394.10	414.40	304.06	284.67
Profit before Financial Charges, Depreciation & Tax	394.10	414.40	304.06	284.67
Less: Financial Charges	16.97	17.68	7.11	8.68
Cash Profit	377.13	396.71	296.95	275.99
Less: Depreciation	80.78	72.87	32.39	32.53
Profit before Tax	296.35	323.84	264.56	243.46
Add/(Less): Income Tax Earlier year''s tax	(83.48)	(84.18)	(70.71)	(60.81)
Add/(Less): Deferred Tax	5.85	0.49	3.47	(1.50)
Profit after Tax	218.72	240.15	197.32	181.15
Other Comprehensive Income	(1.85)	18.81	(1.16)	2.10
Total Comprehensive Income for the year	216.87	258.96	196.15	183.25

During the current year, Net Revenue of the Company, on standalone basis, increased from '' 1698 Crores to '' 2124 Crores. The Profit after tax for the current year increased by more than 8.9% to '' 197 Crores as against the profit after tax of '' 181 Crores of last year.

On Consolidated basis the Overall Revenue increased from '' 2437 crores to '' 2982 Crores. The Consolidated profit after tax decreased from '' 240 Crores to '' 219 Crores.

PRESENT STATUS & FUTURE OUTLOOK

During the partial lockdown throughout the year, the sale of Mattresses increased. The Company has increased its share in the domestic mattress market. The company continues to retain its leadership position in Mattress and Foam Products.

During the year the prices of critical raw materials like Polyol and TDI increased substantially.

Second wave of Covid 19 has come with more severity in year 2021-22. This has resulted in lock down in most parts of the Country. This has adversely impacted the sales of April and May 2021. Your Company is using innovative techniques, like Sleepwell@Home, Aggressive Online Marketing, focus on selling products which are good for health etc. Company is selling all its products treated

with Neem Fresche which means immunity from various respiratory problems caused by Dust Mites, Bacteria & Fungi.

The Company has increased its Market share by selling low price mattresses. This has caused shift from unorganized market to organized market. The Company has also increased its market penetration and lot of Multi Brand Outlets have been converted to Exclusive Branded Outlets of Sleepwell. Company also maintains its leadership position in Foam Market both in Furniture cushions and B2B segment. It continues to innovate foams for newer applications.

The Company has focused to exports to US markets from India and Spain. It expects to make substantial exports to US markets from India as well as from its subsidiary in Spain.

DIVIDEND

Board of Directors do not recommend any dividend for the year 2021-22. The entire profit is being ploughed back in the business.

SUBSIDIARIES

As on 31 March, 2022 the Company has six subsidiaries and five steps down subsidiaries. As required under the provisions of Section 129 of the Companies Act, 2013,

read with Companies (Accounts) Rule, 2013, a statement containing salient features of the financial statements of subsidiaries is provided in the prescribed format AOC-1 as Annexure-A of the Board Report.

Overseas Subsidiaries:-

The Company has one 100% subsidiary, Joyce Foam Pty. Ltd (Joyce Foam) Australia. Joyce Foam is the largest producer of Foam in Australia and supplies its high-quality Foam to Global Mattresses and Furnishing Companies. Joyce Foam recorded a turnover of '' 430 Crore in FY 2021-22, as compared with '' 413 Crore in FY 2020-21, and has posted post tax profit of '' 15 Crore in FY 2021-22, as against '' 27 Crore in FY 2020-21.

Joyce Foam Pty Ltd has one wholly own subsidiary Joyce W C NSW Pty Ltd.

In addition, the Company has one more wholly owned overseas subsidiary, International Foam Technologies Spain, S.L.U. and a step down subsidiary, Interplasp S.L.U. Spain. International Foam Technologies Spain, S.L.U. recorded a turnover of '' 430 crore in FY 2021-22, as compared with '' 336 crore in FY 2020-21, and has posted post tax profit of '' 18 Crore in FY 2021-22, as against ''35 Crore in FY 2020-21.

Indian Subsidiaries:-

Staqo World Private Limited (Staqo) is a wholly owned subsidiary. This company is into the business of Information Technology with initial footprints in this space in domestic and overseas market. During this year, the company has achieved a turnover of '' 18 crores with profit after tax of '' 2 Crores as against a turnover of '' 13 crores with a profit after tax of '' 3 crores in FY 2020-21.

Your Company has three other wholly owned subsidiaries as under:

1) Divya Software Solutions Private Limited

2) Sleepwell Enterprises Private Limited

3) Internationl Comfort Technologies Pvt Ltd

MATERIAL SUBSIDIARIES

In accordance with Regulation 16 of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements), Regulations 2015 (Listing Regulations), none of the subsidiaries is a material non-listed subsidiary. The Company has formulated a policy for determining material subsidiaries. The policy has been uploaded on the website of the Company at http://www.sheelafoam.com.

CONSOLIDATED FINANCIAL STATEMENTS

In accordance with Section 136 of the Companies Act, 2013 and the applicable Accounting Standard on the Consolidated Financial Statements, your Directors have

attached the consolidated financial statements of the Company which form a part of the Annual Report.

The financial statements including consolidated financial statements and the audited accounts of each of the subsidiary are available on the Company''s website www.sheelafoam.com

DIRECTORS'' RESPONSIBILITY STATEMENT

In terms of Section 134 (5) of the Companies Act, 2013, the directors would like to state that:

a) In the preparation of the annual accounts, the applicable accounting standards have been followed.

b) The directors have selected such accounting policies and applied them consistently and made judgements and estimates that were 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 or loss of the Company for the year under review.

c) The directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

d) The directors have prepared the annual accounts on a going concern basis.

e) The directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

CORPORATE GOVERNANCE

In accordance with SEBI Regulations, a separate report on Corporate Governance is given in Annexure-B along with the Auditors'' Certificate on its compliance. The Auditors'' Certificate does not contain any qualification, reservation and adverse remark.

RELATED PARTIES TRANSACTIONS

The particulars of Contracts or arrangements with related parties, in the prescribed form, are attached as Annexure-C

RISK MANAGEMENT

The Company has formulated a Risk Management Policy duly reviewed by the Board of Directors. The policy includes risk identification, analysis and prioritization

COST AUDITOR

As per section 148 read with Companies (Audit and Auditors) Rule, 2014 M/s Mahesh Singh & Co, Cost Accountants were appointed, to conduct the cost records of the Company for the Financial Year 2021-22, by the Board of Directors.

Cost Auditor will provide its report to the Board of directors.

INTERNAL AUDITOR

The company has engaged M/s S. S. Kothari Mehta & Co., Chartered Accountants as Internal Auditor to conduct internal audit for the year 2021-22. The Internal Auditor report to Board of Directors. The internal audit will help company to review the operational efficiency and assessing the internal controls. It also reviews the safeguarding of assets of the Company.

SECRETARIAL AUDITOR

The company has engaged M/s AVA Associates, Company Secretaries as Secretarial Auditor to conduct Secretarial audit for the year 2021-22. The report on secretarial audit is annexed as Annexure-D to the Board''s Report. The report does not contain any qualification, reservation or adverse remark.

CORPORATE SOCIAL RESPONSIBILITY(CSR)

In terms of Companies Act, 2013, your company has to undertake Corporate Social Responsibility programme. The disclosure as per Rule 9 of the Companies (Corporate Social Responsibility Policy) Rule, 2014 is attached as Annexure-E.

of risk and development of risk mitigation plans. The Company has constituted a Risk Management Committee to look into the risk involved with the Company and its mitigation.

INTERNAL FINANCIAL CONTROLS

The Company has in place adequate Internal Financial controls with reference to financial statements. During the year, such controls were tested and no reportable material weakness in the design or operations were observed. The report on the Internal Financial Control issued by M/s. MSKA & Associates., Chartered Accountants, Statutory Auditors of the Company in view of the provisions under the Companies Act, 2013 is given in their audit report.

DIRECTORS AND KEY MANAGERIAL PERSONNEL (KMP)

As per the provisions of the Companies Act, 2013, Mr. Tushaar Gautam will retire by rotation at the ensuing Annual General Meeting (AGM) of the Company and being eligible, seeks re-appointment. The Board has recommended his reappointment.

Board also recommends the reappointment of Mr. Rahul Gautam as a Managing Director whose term ends on 31^stMarch 2022 for a period of five (5) years from 1^st April 2022 to 31^st March 2027, re-appointment of Mrs. Namita Gautam as a Whole-time Director whose term ends on 31^st March 2022 for a period of five (5) years from 1^st April 2022 to 31^st March 2027, re-appointment of Mr. Rakesh Chahar as a Wholetime Director whose term ends on 31^st March 2022 for a period of Five years from 1^st April 2022 to 31^st March 2027 and re-appointment of Mr. Tushaar Gautam as a Whole-time Director whose term ends on 31^st March 2022 for a period of Five years from 1^st April 2022 to 31^st March 2027.

Mr Nikhil Datye was appointed w.e.f 1^st June 2021 as group CFO and Mr Dhruv Mathur had superannuated during the year.

Board further recommends the increase in second term of Mr. Som Mittal, Independent Director from four (4) years to five (5) years, Mr. Anil Tandon, Independent Director from three (3) years to five (5) years, Lt. Gen. (Dr.) V.K. Ahluwalia, Independent Director from three (3) years to five (5) years and Ms. Meena Jagtiani, Independent Director from three (3) years to five (5) years.

AUDITORS

M/s MSKA & Associates, Chartered Accountants, appointed as the Statutory Auditor of the Company for the five consecutive financial years from 2021-22 to 202526 and they will hold office until the conclusion of the 54^thAnnual General Meeting of the Company to be held in the year 2026.

AUDITORS'' REPORT

There is no adverse observation of Auditors'' on financial statements of the company. The Auditors'' Report, read

with the relevant notes to accounts are self-explanatory and therefore does not require further explanation.

CONSOLIDATED FEES PAID TO STATUTORY AUDITORS

Detail of total fees for all services paid by the listed entity and its subsidiaries, on a consolidated basis, to the statutory auditor and all entities in the network firm/ network entity of which the statutory auditor is a part, as mentioned in Note 38 of Consolidated Financial Statement published through annual reports for the Financial Year 2021-22, are as below:-

Consolidated

('' in Lakhs)
Particulars	Year ended 31 March, 2022	Year ended 31 March, 2021
Audit Fees	41	29.04
Certification Work	2	3.54
Reimbursement of expenses	1	0.74
Total	44	32.32

AUDIT COMMITTEE

The composition of Audit Committee is provided in the Corporate Governance Report that forms part of this Annual Report.

VIGIL MECHANISM

The Company has established a vigil mechanism through a Whistle Blower Policy. The Company can oversee the genuine concerns expressed by the employees and other Directors. The Company has also provided adequate safeguards against victimization of employees and Directors who may express their concerns pursuant to this policy. The policy is uploaded on the website of the Company at http://www.sheelafoam.com.

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 sexual harassment of women at Workplace (Prevention, Prohibition and Redressal) Act 2013. The Internal system has been set up to redress complaints received regarding sexual harassment.

MEETINGS OF THE BOARD

During the year, 6 meetings of the Board of Directors were held.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 form part of the Financial Statements.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING AND OUTGO

A. Following measures were taken by company for energy conservation in the year 21-22:

1) Installed 376 KWp solar power plant at Greater Noida unit to reduce the electricity consumption from power distribution company, It helps to generate app. 60% of our total demand through solar power.

2) Replaced 10 nos. of electric hoist with hydraulic power pack at foaming crane , it results into increasing the efficiency of the machine and saving of electricity.

3) Increased use of Screw compressors for compressed air with variable frequency drives instead of starter to increase the efficiency and saving of electricity.

4) Conducted third party energy audits to identify the potential opportunities for energy saving

and further optimization in energy consumption. This is an ongoing process that the Company will continue across all manufacturing locations.

5) Replaced conventional MH and street lights with 100% energy efficient LED lights across all the units with LDR,Lux, Time switch and motion sensor based control system.

6) Optimization of running time of AC on the basis of ambient temperature condition inside the UPS room.

7) Replaced old Air conditioner with energy efficient new generation Air conditioner with non-CFC gases, lead to reduction in power consumption as well as nothing to harm Ozone layer.

8) Increasing the use of Variable Frequency drives instead of starters for the electric motors to reduce the electricity consumption and to increase the efficiency.

B. The expenses incurred on Research and Development have been included in respective expense heads.

C. The Company has introduced new process to reduce the consumption of energy and upgraded technology whenever required.

D. The earnings from exports were ''54.99 Crore(Previous Year '' 21.33 crores) and payments in foreign exchange were ''183.81 Crore (Previous Year 141.81crores).

LISTING AGREEMENTS

Your Company has entered into agreements with Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE), in compliance with Regulation 109 of the SEBI LODR Regulations 2015.

PARTICULARS OF EMPLOYEES

The information as required under Section 197 of the Companies Act 2013 read with Rule 5(1) and 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is provided in Annexure-F and Annexure-G to the Board''s Report.

MANAGEMENT''S DISCUSSION AND ANALYSIS

In terms of provisions of Regulation 34 of the Listing Regulations, the Management''s discussion and analysis is set out in this Annual Report.

PUBLIC DEPOSITS

The Company has not accepted any deposits within the meaning of Section 73 of the Companies Act, 2013 and the Companies (Acceptance of Deposits) Rules, 2014.

SIGNIFICANT AND MATERIAL ORDERS

There are no significant and material orders passed by regulators or courts or tribunals impacting the going concern status and Company''s operations in future.

BOARD EVALUATION MECHANISM

Pursuant to the provisions of Companies Act, 2013 and the Listing Regulations, the Board has carried out annual performance evaluation of its own performance, those of directors individually and of various committees.

The performance of individual directors was evaluated on parameters, such as, number of meetings attended, contribution in the growth and formulating the strategy of the Company, independence of judgement, safeguarding the interest of the Company and minority shareholders, time devoted apart from attending the meetings of the Company, active participation in long term strategic planning, ability to contribute by introducing best practices to address business challenges and risk etc. The directors expressed their satisfaction with the evaluation process.

BUSINESS RESPONSIBILITY REPORT

Business Responsibility Report/Sustainability Report is annexed as Annexure-H.

DIVIDEND DISTRIBUTION POLICY

The company has adopted Dividend Distribution Policy and there is no change in policy during the

year. As per SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 the policy is hosted at our web site at www.sheelafoam.com and is also attached as Annexure-I.

ACKNOWLEDGEMENT

Your Directors wish to express and place on record their thanks to the Company''s Distributors, Dealers and Business Associates for their excellent effort and the customers for their continued patronage of the Company''s products. Your Directors also wish to place on record their appreciation for the devoted services of the Executive, Staff, and workers of the Company at all levels enabling the Company to achieve the excellent performance during the year.

Your Directors also appreciate the valuable co-operation and continued support received from Company''s bankers and all the government agencies and departments.

The Directors also express their sincere thanks to all the Shareholders for the continued support and trust they have reposed in the Management.

By Order and on behalf of the Board of Sheela Foam Limited

Place: Noida (Rahul Gautam)

Date : May 12, 2022 Chairman and Managing Director

Mar 31, 2021

Your Directors have pleasure in presenting the 25^th Annual Report of your Company together with the Audited Statements of Accounts for the year ended March 31, 2021.

1. Financial Highlights:

The summary of Standalone and Consolidated Financial Results for the year ended March 31, 2021:

(? in Million)
Particulars	Stanc	alone	Consolidated
	FY 2020-21	FY 2019-20	FY 2020-21	FY 2019-20
Revenue from Operations	24,863	20,428	31,763	25,779
Other Income	207	109	251	121
Total Expenditure	19,518	16,731	25,318	21,350
Profit Before Depreciation, Interest and Tax	5,552	3,806	6,696	4,550
Finance Cost	76	337	131	394
Depreciation and amortization expense	962	899	1,165	1,079
Profit Before Exceptional Item & Tax	4,514	2,570	5,400	3,077
Exceptional Items	123	25	-	-
Share of profit/(loss) of joint venture	-	-	(70)	(16)
Profit Before Tax	4,391	2,545	5,330	3,061
Tax expense	1,122	537	1,248	565
Profit for the year	3,269	2,008	4,082	2,496
Add : Other Comprehensive Income (net of tax)	2	(2)	28	3
Total Comprehensive Income	3,271	2,006	4,110	2,499
Less: Currency Translation (Loss)/Gain		-	28	5
Total	3,271	2,006	4,082	2,494
Attributable to:
Non-Controlling Interest	-	-	38	17
Shareholders of the Company	3,271	2,006	4,044	2,477
Surplus in Statement of Profit & Loss brought forward	8,826	7,060	10,551	8,314
Amount Available for Appropriation	12,097	9,066	14,595	10,791
Payment of Dividend (Including tax on dividend)	151	240	151	240
Balance carried to Balance Sheet	11,946	8,826	14,444	10,551

2. Dividend:

During the year under review, the Board of Directors declared and paid Interim Dividend of ? 1/- (100%) per equity share. Further your Directors have recommended a Final Dividend of ? 1/- (100%) per equity share for the financial year ended March 31, 2021 subject to approval of shareholders in the ensuing Annual General Meeting. With the above, the total dividend for the current year would be ? 2/- (200%) per equity share as compared to ? 1/- (100%) total dividend paid in the previous year. The Final Dividend if approved in the ensuing Annual General Meeting and Interim Dividend will absorb ? 352 Million during the year under review compared to ? 151 Million absorbed in the previous year.

3. Responding to an unprecedented challenge- The Covid-19 pandemic:

FY 2020-21 was an unprecedented year with Covid-19 pandemic impacting the globe and global supply chains, amidst biggest global health crisis ever faced by the world.

Your Company has shown resilience towards any challenges that have come to its way with an eagle-eyed focus towards growth and success. Even in one of the most challenging years in modern history caused by the Covid-19 pandemic, which impacted majority of global businesses with unimaginable losses, your Company continued on its growth journey and had one of its best financial performances in its history. Your Company was able to do so due to its relentless efforts towards innovation and performance. Your Company''s robust financial and operating performance despite COVID-19 induced restrictions and economic challenges is reflective of its inherent strengths, sound strategy and brand strength.

In order to respond to the pandemic effectively, your Company navigated through these difficult times by developing and adopting a multi-pronged strategy. Your Company practised extreme care and caution towards the health and well-being of its employees. Your Company regularly adhered to various guidelines and advisories issued by the authorities from time to time including maintaining social distancing at all its Locations.

Your Company supported initiatives on healthcare, emergency meal distribution and free masks through its CSR activities.

4. Consolidated Financial and Operational Review:

â¢ Consolidated Revenue from Operations has increased by 23% from ? 25,779 million to ? 31,763 million.

â¢ Consolidated EBIDTA has increased by 46% from ? 4,534 million to ? 6,626 million.

â¢ Consolidated Profit Before tax has increased by 74% from ? 3,061 million to ? 5,330 million.

â¢ Consolidated Profit After tax has increased by 64% from ? 2,496 million to ? 4,082 million.

5. Project Implementation and Performance Review:

â¢ During the year under review, your Company has increased its installed capacity by 8.05% from 238,730 M.T. to 257,946 M.T. Sales Volume of your Company has increased from 132,200 M.T. to 136,593 M.T.

â¢ During the year under review, your Company has incurred capital expenditure to the tune of ? 1,208 Million towards plant & machineries, factory building and other capital expenditure.

6. Issue of Bonus Equity Shares

Your Directors are pleased to inform that during the year under review, your Company issued 5,02,26,942 bonus equity shares of ? 1 /- each in the ratio of 1:3. Accordingly, the paid-up share capital of the Company was increased from ? 15,06,80,826 to ? 20,09,07,768.

7. Change of name:

During the year under review as a part of corporate re-branding, shareholders of the Company approved change of name of the Company from "Astral Poly Technik Limited" to " Astral Limited" by passing special resolution vide postal ballot dated March 9, 2021. The said change of name was also approved by the Registrar of Companies on April 12, 2021.

8. New Product:

During the year under review your Company entered into manufacturing and supply of plastic water storage tanks. Your Company acquired assets of running manufacturing unit of a company at Aurangabad, Maharashtra with its well-known brand "SARITA".

9. Subsidiary/Associate Companies:

As at March 31, 2021, your Company had 4 direct subsidiaries, 1 step down subsidiary and 1 associate company.

A statement containing salient features of the financial statement of subsidiary/joint venture (associate) companies in the prescribed format (i.e. Form AOC-1 as per Companies (Accounts) Rules, 2014) is attached to the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available at website of the company www.astralpipes.com. These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

10. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligation and Disclosure Requirements) Regulations, 2015 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

11. Management Discussion and Analysis Report:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

12. Corporate Governance:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your company has complied with the applicable Secretarial Standards.

13. Business Responsibility Report:

Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

14. Insurance:

The Fixed Assets and Stocks of your Company are adequately insured.

15. Fixed Deposits:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

16. Particulars of Loans, Guarantees or Investment:

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.

17. Corporate Social Responsibility:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2020-21 is enclosed as Annexure - A to this report.

18. Directors'' Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors''

Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended March 31, 2021, the applicable accounting standards have been followed;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

19. Auditors:

Statutory Auditor:

M/s. S R B C & Co. LLP, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on August 8, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditor''s Report are self-explanatory and do not call for any further comments. The Auditor''s Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and reenactments thereof) the cost audit records maintained by the Company in respect of its plastic & polymers activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2021-22 at a remuneration of ? 0.12 Million. 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 members'' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the year 2020-21 will be submitted to the Central Government in due course.

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 Board of Directors appointed Ms. Monica Kanuga, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2020-21. Secretarial Audit Report for FY 2020-21 is enclosed as Annexure - B1 to this report.

As per regulation 24A of SEBI (LODR) regulation, 2015 as amended from time to time, your Company''s unlisted material subsidiary viz. Resinova Chemie Limited has undertaken Secretarial Audit for FY 2020-21. Copy of Secretarial Audit Reports of Resinova Chemie Limited is enclosed as Annexure - B2.

The Secretarial Audit Report of your Company and Resinova Chemie Limited does not contain any qualification, reservation or adverse remark.

20. Risk Management and Internal Financial Control:

The Risk Management Policy of your Company provides for the proactive identification and prioritization of risks based on the scanning of the external environment and continuous monitoring of internal risk factors. Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorized, recorded and reported quickly.

21. Significant and Material Orders:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

22. Board Evaluation:

The Board carried out an annual performance evaluation of its own performance and that of its committees and independent directors as per the formal mechanism for such evaluation adopted by the Board. The performance evaluation of the Chairman, the Non-Independent Directors and the Board as a whole was carried out by the Independent Directors in a separate meeting. The exercise of performance evaluation was carried out through a structured evaluation process covering

various criteria as recommended by the Nomination and Remuneration Committee.

23. Related Party Transactions:

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at https://www.astralpipes. com/uploads/investor broucher/1628097706 10. related party transactions policy.pdf. The details of the transactions with Related Party are provided in the accompanying financial statements.

24. Numbers of Board Meetings:

The Board of Directors met 6 (six) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

25. Directors:

Retirements and Resignation:

During the year under review, the terms of Mr. K.R. Shenoy, Independent Chairman and Mr. Pradip Desai, Independent Director of your Company ended on August 24, 2020. Further, Mr. Kyle Thompson, Non-Executive Director of your Company resigned w.e.f. July 9, 2020. The Board placed on record the support rendered by them during their term as Directors and expressed sense of appreciation and gratitude for the same.

Appointment of Chairman:

During the year under review, Mr. Sandeep P. Engineer, Managing Director was appointed as the Chairman of the Board of Directors w.e.f. August 25, 2020 upon expiry of tenure of Mr. K. R. Shenoy.

Re-appointment:

The requisite particulars in respect of Director seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

Independent Director Declaration:

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meet the criteria of independence laid down in section 149(6) of the Companies Act, 2013. The Independent Directors of the Company have confirmed that they have enrolled themselves in the Independent Directors'' Databank maintained with the Indian Institute of Corporate Affairs (''IICA'') in terms of Section 150 of the Companies Act, 2013 read with Rule 6 of the Companies (Appointment & Qualification of Directors) Rules, 2014.

Declaration for non-disqualification:

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section 164 of the Companies Act, 2013.

Policy for Directors appointment and remuneration:

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

26. Changes in Key Managerial Personnel:

During the year under review, there was no change in Key Managerial Personnel.

27. Reporting of Fraud:

During the year under review, the Statutory Auditors, Cost Auditors and Secretarial Auditors have not reported any instances of frauds committed in the Company by its officers or employees, to the Audit Committee under Section 143(12) of the Companies Act, 2013. details of which needs to be mentioned in this Report.

28. Prevention of Sexual Harassment:

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

29. Annual Return:

Pursuant to Section 92(3) read with Section 134(3) (a) of the Companies Act, 2013, the Annual Return for the year ending on March 31, 2021 is available on the Company''s website at https://www.astralpipes. com/uploads/investor_broucher/1628097159_annual_ return_2020-21.pdf.

30. Employees Stock Option Scheme:

Your Company approved formulation of Employee Stock Option Scheme (''ESOS'') viz. Astral Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015 which was further amended vide shareholders resolution passed in 24^th Annual General Meeting held on August 21, 2020. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, an aggregate of 12,413 stock options (post Bonus adjustment) at an exercise price of ? 30 per option (post Bonus adjustment) were granted to eligible employees.

There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at https://www.astralpipes.com/uploads/investor broucher/1628097031 esos sebi disclosure - 2021.pdf.

31. Particulars of Employees:

32. Disclosure with Respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars under Section 134(3)(m) of the Companies Act, 2013, with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure -D to the Report.

33. Acknowledgments:

by the employees through their dedication, hard work and commitment towards the success and growth of your Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors

Sandeep P. Engineer

Chairman & Managing Director DIN: 00067112

Date: May 18, 2021 Place: Ahmedabad

Mar 31, 2019

DIRECTORS'' REPORT

Dear Shareholders,

The Directors have pleasure in presenting the 23^rd Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31^st March, 2019.

1. Financial Highlights:

The Standalone and Consolidated Financial Results for the year ended 31^st March, 2019 are as follows:

(RS, in lacs)

	Standalone		Consolidated
Particulars	FY 18-19 \|	FY 17-18 \|	FY 18-19 \|	FY 17-18
Income from Operations (Net)	1,91,571	1,60,461	2,50,729	2,10,578
Other Income	1,147	1,105	1,544	1,268
Total Expenditure	1,61,182	1,36,799	2,12,236	1,78,898
Profit Before Depreciation, Interest and Tax	31,536	24,767	40,037	32,948
Finance Cost	2,805	1,740	3,196	2,158
Depreciation and amortization expense	6,713	4,666	8,143	5,713
Profit Before Exceptional Items & Tax	22,018	18,361	28,698	25,077
Exceptional Items	(199)	(296)	-	-
Share of profit/(loss) of joint venture	-	-	(356)	(266)
Profit Before Tax	21,819	18,065	28,342	24,811
Tax expense	7,674	6,163	8,608	7,245
Profit for the year	14,145	11,902	19,734	17,566
Other Comprehensive Income (net of tax)	(11)	(2)	(22)	340
Total Comprehensive Income	14,134	11,900	19,712	17,906
Attributable to:
Shareholders of the Company	14,134	11,900	19,560	17,782
Non-Controlling Interest	-	-	152	124
Surplus in Statement of Profit & Loss	57,404	46,297	64,509	47,786
Amount Available For Appropriation	71,538	58,197	84,069	65,570
Payment of Dividends (Including tax on dividend)	939	793	939	793
Adjustment to Other Reserves	-	-	8	(268)
Balance carried to Balance Sheet	70,599	57,404	83,138	64,509

2. Dividend:

Your Directors have recommended a Final Dividend of H 0.40 (i.e. 40%) per equity share for the financial year ended 31^st March, 2019 subject to approval of members in the ensuing Annual General Meeting. During the year under review, Interim Dividend of H 0.30 per equity share was declared and paid. The final dividend and interim dividend will absorb RS,841 Lacs during the year under review compared to RS,719 Lacs absorbed in the previous year.

3. Consolidated Financial and Operational Review:

- Consolidated Net Sales has increased by 19% from RS,2,10,578 Lacs to RS,2,50,729 Lacs.

- Consolidated EBIDTA has increased by 21% from RS,32,682 Lacs to RS,39,680 Lacs.

- Consolidated Profit Before tax has increased by 14% from RS,24,810 Lacs to RS,28,342 Lacs.

- Consolidated Total Comprehensive Income has increased by 10% from RS,17,906 Lacs to RS,19,712 Lacs.

4. Project Implementation and Performance Review:

- During the year under review, your Company has increased its installed capacity by 34.97% from 1,52,101 MT to 2,05,290 MT. Your Company has utilized its capacity to the tune of 1,20,821 MT. as against last year''s figure of 1,05,753 MT which shows a utilization growth of 14.25%.

- During the year under review, your Company has incurred capital expenditure to the tune of RS,16,457.12 Lacs towards plant & machineries, factory building and other capital expenditure.

- Your company has successfully commenced the commercial production at Ghiloth (Rajasthan) in June, 2018.

5. Subsidiary/Associate Companies:

During the year under review, your Company acquired 51% shares of Rex Polyextrusion Private Limited on 10^th July, 2018. In order to expand the existing product lines and enhance the scale of operations. The Board of Directors also approved the amalgamation of Rex Polyextrusion Private Limited with your Company with an appointed date 10^th July, 2018. The respective Companies complied with requisite formalities with different statutory authorities; Hon''ble National Company Law Tribunal (NCLT) Ahmedabad vide order dated 2^nd May, 2019, finally approved the Scheme of Amalgamation.

As at 31^st March, 2019, your Company had 4 direct subsidiaries, 1 step down subsidiary and 1 associate company. However, Rex Polyextrusion Pvt. Ltd. was subsequently amalgamated with the Company vide NCLT order dated 2^nd May, 2019.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on www.astralpipes.com. These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

6. Consolidated Financial Statements:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, Listing (Obligations and Disclosure Requirement) Regulations 2015 and applicable Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

7. Management Discussion and Analysis Report:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors'' Report.

8. Corporate Governance:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

During the year under review, your company has complied with the applicable Secretarial Standards.

9. Business Responsibility Report:

Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

10. Insurance:

The Fixed Assets and Stocks of your Company are adequately insured.

11. Fixed Deposits:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

12. Particulars of Loans, Gaurantees or Investment:

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.

13. Corporate Social Responsibility:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2018-19 is enclosed as Annexure - A to this report.

14. Directors'' Responsibility Statement:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2019, the applicable accounting standards have been followed;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

15. Auditors:

Statutory Auditor:

M/s. S R B C & Co. LLP, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 8^th August, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the Company in respect of its plastic & polymers activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2019-20 at a remuneration of RS,1.50 Lacs. 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 members'' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the year 2018-19 will be submitted to the Central Government in due course.

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 Board of Directors appointed Ms. Monica Kanuga, Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2018-19. Secretarial Audit Report for FY 2018-19 is enclosed as Annexure - B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

16. Risk Management and Internal Financial Control:

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorized use or disposition and that the transactions are authorized, recorded and reported quickly.

17. Significant and Material Orders:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

18. Board Evaluation:

In compliance of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board / Committees was carried out. The evaluation process has been explained in the Corporate Governance Report.

19. Related Party Transactions:

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at https://www.astralpipes. com/uploads/investor broucher/1538992703 108 l.pdf. The details of the transactions with Related Party are provided in the accompanying financial statements.

20. Numbers of Board Meetings:

The Board of Directors met 9 (nine) times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

21. Directors:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kyle A. Thompson is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment.

Mrs. Kaushal Nakrani was, on recommendation of Nomination and Remuneration Committee, appointed by the Board of Directors as an additional director (Independent) under section 161 of the Companies Act, 2013 w.e.f. 29^th March, 2019 who shall hold office up to the date of ensuing Annual General Meeting. The Company has received a notice as per the provisions of Section 160 of the Companies Act, 2013 from a member proposing her appointment as Director. She is proposed to be appointed as an Independent Director for a period of five years i.e. to hold office up to 28^th March, 2024. The Board of Directors proposes to regularize her appointment by way of passing resolution.

The requisite particulars in respect of Director seeking appointment/re-appointment are given in Notice convening the Annual General Meeting.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that they meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

22. Changes in Key Managerial Personnel:

During the year under review, there was no change in Key managerial Personnel.

23. Extract of Annual Return:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - C to this report.

24. Employees Stock Option Scheme:

Your Company approved formulation of Employee Stock Option Scheme (''ESOS'') viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, 2,800 stock options lapsed, 40,000 stock options had vested and exercised by eligible employees out of whicRs,20,400 equity shares were allotted by your Company on 7^th April, 2018 and 19,600 on 23^rd November, 2018. Consequently the paid-up share capital of the Company Stands increased from 119766565 to 119806565. There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based

Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at http://astralpipes.com/ investor-relation.aspx.

25. Particulars of Employees:

However, in terms of Section 136(1) of the Act, the Report and Accounts are being sent to the Members and others entitled thereto, excluding the Statement of Particulars of Employees as required under Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 as amended. The said statement is available for inspection by the Members at the Registered Office of the Company during business hours on working days up to the date of the ensuing Annual General Meeting

26. Disclosure with Respect to Conservation of Energy, Technology Absorption and Foreign Exchange Earnings and Outgo:

The particulars under Section 134(3)(m) with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure - E to the Report.

27. Acknowledgments:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. The Directors wish to thank Specialty Process LLC, U.S.A for the support extended to your Company throughout the journey of your Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors

Sandeep P. Engineer Jagruti S. Engineer

Managing Director Whole Time Director

Date :20^th May, 2019

Place : Ahmedabad

Mar 31, 2018

Dear Shareholders,

The Directors have pleasure in presenting the 22^nd Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31^st March, 2018.

1. FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Results for the year ended 31^st March, 2018 are as follows:

(Rs.in Lacs)

Particulars	Standalone		Consolidated
Particulars	FY 17-18	FY 16-17	FY 17-18	FY 16-17
Income from Operations (Net)	1,60,970	1,47,670	2,10,601	1,89,467
Other Income	1,105	825	1,268	912
Total Expenditure	1,37,308	1,26,969	1,78,921	1,63,086
Profit Before Depreciation, Interest and Tax	24,767	21,526	32,948	27,293
Finance Cost	1,740	1,429	2,158	1,840
Depreciation and amortization expense	4,666	4,173	5,713	5,020
Profit Before Exceptional Items & Tax	18,361	15,924	25,077	20,433
Exceptional Items	(296)	-	-	(98)
Share of profit/(loss) of joint venture	-	-	(266)	(262)
Profit Before Tax	18,065	15,924	24,811	20,073
Tax expense	6,163	5,261	7,245	5,616
Profit for the year	11,902	10,663	17,566	14,457
Other Comprehensive Income (net of tax)	(2)	(16)	340	(45)
Total Comprehensive Income	11,900	10,647	17,906	14,412
Attributable to:
Shareholders of the Company	11,900	10,647	17,782	14,424
Non-Controlling Interest	-	-	124	(12)
Surplus in Statement of Profit & Loss	46,297	35,938	47,788	33,652
Amount Available For Appropriation	58,197	46,585	65,570	48,076
Payment of Dividends (Including tax on dividend)	793	288	793	288
Adjustment to Other Reserves	-	-	(268)	-
Balance carried to Balance Sheet	57,404	46,297	64,509	47,788

2. DIVIDEND:

Your Directors have recommended a Final Dividend of Rs.0.35 (i.e. 35%) per equity share for the financial year ended 31^st March, 2018 subject to approval of members in the ensuing Annual General Meeting. During the year under review, Interim Dividend of Rs.0.25 per equity share was declared and paid. The final dividend and interim dividend will absorb Rs.719 Lacs during the year under review compared to Rs.598 Lacs absorbed in the previous year.

3. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:

- Consolidated Net Sales has increased by 11% from Rs.1,89,467 Lacs to Rs.2,10,601 Lacs.

- Consolidated EBIDTA has increased by 21% from Rs.27,293 Lacs to Rs.32,948 Lacs.

- Consolidated Profit Before tax has increased by 24% from Rs.20,073 Lacs to Rs.24,811 Lacs.

- Consolidated Total Comprehensive Income has increased by 24% from Rs.14,412 Lacs to Rs.17,906 Lacs.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW:

- During the year under review, your Company has increased its installed capacity by 10% from 1,37,708 MT to 1,52,101 MT. Your Company has utilised its capacity to the tune of 1,05,753 MT. as against last yearâs figure of 87,694 MT. which shows a utilization growth of 21%.

- During the year under review, your Company has incurred capital expenditure to the tune of Rs.408 Lacs towards the purchase of land and Rs.8,286 Lacs towards plant & machineries, factory building and other capital expenditure.

- Your Company has completed construction of factory at Ghiloth (Rajasthan) and has started trial production in May, 2018. Commercial production is expected to be started in July 2018. Installed capacity of the plant is proposed to be about 22,700 M.T. Further, construction work for expansion at Hosur (Tamilnadu) plant is on completion stage and production is expected to be commenced from the month of September 2018.

5. SUBSIDIARY/ASSOCIATE COMPANIES:

As at 31^st March, 2018, your Company had 3 direct subsidiaries, 1 step down subsidiary and 1 associate company. During the year under review, your Company has increased its shareholding in its associate company viz. Astral Pipes Ltd. (Kenya) from 37.5% to 50%.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on www.astralpipes.com. These documents will also be available for inspection during working hours at the registered office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

6. CONSOLIDATED FINANCIAL STATEMENTS:

7. CREDIT RATING:

During the year under review, your Company has been able to maintain its Credit Rating with CRISIL even under challenging environment of the Indian Economy. Details of credit rating are as under:

Particulars	Revised Rating	Previous Rating	Remarks
Long term rating	CRISIL AA-/Stable	CRISIL AA-/Stable	Reaffirmed
Short term rating	CRISIL A1	CRISIL A1	Reaffirmed
Commercial Paper	CRISIL A1	CRISIL A1	Reaffirmed

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directorsâ Report.

9. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directorsâ Report.

During the year under review, your Company has complied with the applicable Secretarial Standards.

10. BUSINESS RESPONSIBILITY REPORT:

Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directorsâ Report.

11. INSURANCE:

The Fixed Assets and Stocks of your Company are adequately insured.

12. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

13. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENT:

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.

14. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2017-18 is enclosed as Annexure - A to this report.

15. DIRECTORSâ RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directorsâ Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2018, the applicable accounting standards have been followed;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

16. AUDITORS:

Statutory Auditor:

M/s. S R B C & Co LLP, Chartered Accountants were appointed as Auditors of the Company, for a term of 5 (five) consecutive years, at the Annual General Meeting held on 8^th August, 2017. They have confirmed that they are not disqualified from continuing as Auditors of the Company.

The Notes on financial statement referred to in the Auditorsâ Report are self-explanatory and do not call for any further comments. The Auditorsâ Report does not contain any qualification, reservation, adverse remark or disclaimer.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the Company in respect of its plastic & polymers activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2018-19 at a remuneration of Rs.1.50 Lacs. 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 membersâ ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the year 2017-18 will be submitted to the Central Government in due course.

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 Board of Directors appointed Ms. Monica Kanuga, Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2017-18. Secretarial Audit Report for FY 2017-18 is enclosed as Annexure - B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

17. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorized, recorded and reported quickly.

18. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Companyâs operations in future.

19. BOARD EVALUATION:

20. RELATED PARTY TRANSACTIONS:

Pursuant to the provisions of section 188 of Companies Act, 2013. All the related party transactions entered into during the financial year under review were in ordinary course of business and on an armâs length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company. Accordingly, information in form AOC-2 is not annexed.

The policy on Related Party Transactions as approved by the Board is uploaded on the Companyâs website and the same can be accessed at http://astralpipes.com/SystemUpload/InvestorRelationPDF/108 L.pdf The details of the transactions with Related Party are provided in the accompanying financial statements.

21. NUMBERS OF BOARD MEETINGS:

The Board of Directors met six times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

22. DIRECTORS:

Mr. Sandeep P. Engineer was on the recommendation of Nomination and Remuneration Committee, re-appointed as a Managing Director of your Company by the Board of Directors for a period of four years and two months i.e. from 1^st February, 2018 to 31^st March, 2022. The said re-appointment is subject to approval of members of the Company in ensuing Annual General Meeting.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mrs. Jagruti Engineer is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers herself for re-appointment. The requisite particulars in respect of Director seeking re-appointment are given in Corporate Governance Report.

Securities and Exchange Board of India (SEBI) vide notification dated 9^th May, 2018 amended certain provisions SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015. As per the said amendment, no listed company can continue directorship of any non-executive director who has attained the age of seventy five years unless a special resolution is passed to that effect. The said amendment is effective from 1^st April, 2019. Mr. K R Shenoy, Chairman - Independent Director of your Company has attained the age of seventy five years and Mr. Narasinh K Balgi, Independent Director shall attain the age of seventy five years before 1^st April, 2019. Accordingly, it is proposed to ratify their appointment by way of passing special resolution.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013 that he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

23. CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Key managerial Personnel.

24. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - C to this report.

25. EMPLOYEES STOCK OPTION SCHEME:

Your Company approved formulation of Employee Stock Option Scheme (âESOSâ) viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, no stock options were exercised by eligible employees. Further on 13^th November, 2017 22,400 stock options were granted by your Company to eligible employees. There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at http://astralpipes.com/investor-relation.aspx. The Statutory Auditorâs Certificate pursuant to the SEBI regulations shall be placed at the ensuing AGM.

26. PARTICULARS OF EMPLOYEES:

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2017-18.

27. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

28. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. The Directors wish to thank Specialty Process LLC, U.S.A for the support extended to your Company throughout the journey of your Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors

Sandeep P. Engineer Jagruti S. Engineer

Managing Director Whole Time Director

Date : 23^rd May, 2018

Place : Ahmedabad

Mar 31, 2017

Dear Shareholders,

The Directors have pleasure in presenting the 21^st Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31^st March, 2017.

1. FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Results for the year ended 31^st March, 2017 are as follows:

(Rs, in Lacs)

-1	Standalone		Consolidated
	FY 16-17	FY 15-16	FY 16-17	FY 15-16
Income from Operations (Net)	1,47,477	1,31,802	1,88,884	1,67,780
Other Income	825	208	912	233
Total Income	1,48,302	1,32,010	1,89,796	1,68,013
Total Expenditure	1,26,776	1,15,225	1,62,503	1,47,023
Profit Before Depreciation, Interest and Tax	21,526	16,785	27,293	20,990
Finance Cost	1,429	2,764	1,840	3,024
Depreciation and amortization expense	4,173	3,544	5,020	4,179
Profit Before Exceptional Items & Tax	15,924	10,477	20,433	13,787
Exceptional Items	-	(83)	(98)	(83)
Share of loss of joint venture	-	-	(262)	(555)
Profit Before Tax	15,924	10,394	20,073	13,149
Tax expense	5,261	3,109	5,616	2,956
Profit for the year	10,663	7,285	14,457	10,193
Other Comprehensive Income (net of tax)	(16)	(50)	(45)	(63)
Total Comprehensive Income	10,647	7,235	14,412	10,130
Attributable to:
Shareholders of the Company	10,647	7,235	14,424	10,031
Non-Controlling Interest	-	-	(12)	99
Surplus in Statement of Profit & Loss	35,938	29,600	33,652	24,518
Amount Available For Appropriation	46,585	36,835	48,076	34,549
Dividend (Including Tax) - Interim	288	577	288	577
- Final	-	320	-	320
Total Dividend	288	897	288	897
Balance carried to Balance Sheet	46,297	35,938	47,788	33,652

2. DIVIDEND:

Your Directors have recommended a Final Dividend ofRs,0.30 (i.e. 30%) per equity share for the financial year ended 31^st March, 2017 subject to approval of members in the ensuing Annual General Meeting. During the year under review, Interim Dividend of Rs, 0.20 per equity share was declared and paid. The final dividend and interim dividend will absorb Rs, 598 Lacs during the year under review compared to Rs, 479 Lacs absorbed in the previous year.

3. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:

- Consolidated Net Sales has increased by 13% from Rs,1,67,780 Lacs to Rs, 1,88,884 Lacs.

- Consolidated EBIDTA has increased by 30% from Rs, 20,990 Lacs to Rs, 27,293 Lacs.

- Consolidated Net Profit has increased by 42% from Rs, 10,193 Lacs to Rs, 14,457 Lacs.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW:

- During the year under review, your Company has increased its installed capacity by 8% from 1,27,762 MT to 1,37,708 MT. Your Company has utilized its capacity to the tune of 87,694 MT. as against last year''s figure of 77,909 MT. which shows a utilization growth of 13%.

- During the year under review, your Company has incurred capital expenditure to the tune of Rs, 2,526 Lacs towards the purchase of land and Rs, 6,944 Lacs towards plant & machineries, factory building and other capital expenditure.

- Your Company has acquired land admeasuring 20,000 sq mtrs at Ghiloth dist. Alwar, Rajatshan in addition to 32,500 sq mtrs of land already acquired. The construction of factory building is under process.

5. LAUNCH OF NEW BRANDS

Your Directors are pleased to inform that during the year under review your Company did backward integration and started its own CPVC compounding facility. In August, 2016, your Company launched its own brand viz. ASTRAL CPVC PRO for plumbing application and subsequently launched ASTRAL FIRE PRO for fire application and ASTRAL CHEM PRO for industrial application.

6. SUBSIDIARY/ASSOCIATE COMPANIES:

As on 31^st March, 2017, your Company had 3 direct subsidiaries, 1 step down subsidiary and 1 associate company. Calder Distribution Limited, UK based step down subsidiary of your Company was wound up during the year under review.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are available on www.astralpipes.com. These documents will also be available for inspection during working hours at the registered office of your Company at Ahmadabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

7. CONSOLIDATED FINANCIAL STATEMENTS:

8. CREDIT RATING:

During the year under review, your Company has been able to maintain its Credit Rating with CRISIL even under challenging environment of the Indian Economy. Details of credit rating are as under:

Particulars	Revised Rating	Previous Rating	Remarks
Long term rating	CRISIL AA-/Stable	CRISIL AA-/Stable	Reaffirmed
Short term rating	CRISIL A1	CRISIL A1	Reaffirmed
Commercial Paper	CRISIL A1	CRISIL A1	Reaffirmed

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part this Directors'' Report.

10. CORPORATE GOVERNANCE:

Corporate Governance Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

11. BUSINESS RESPONSIBILITY REPORT:

Business Responsibility Report prepared pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this Directors'' Report.

12. INSURANCE:

The Fixed Assets and Stocks of your Company are adequately insured.

13. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

14. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENT:

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.

15. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made there under, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2016-17 is enclosed as Annexure - A to this report.

16. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended 31^st March, 2017, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and made judgments and estimates 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 and loss of the Company for that period;

d) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

17. AUDITORS:

Statutory Auditors:

Pursuant to the provisions of section 139 of the Companies Act, 2013 and as per the resolution passed by the members of Company at their Annual General Meeting held on 25^th August, 2014 the tenure of M/s Delloitte Haskins & Sells as the Statutory Auditors of the Company will expire on the conclusion of the ensuing Annual General Meeting.

M/s. S R B C & Co. LLP, Chartered Accountants are recommended to be appointed as Statutory Auditors of your Company at the ensuing Annual General Meeting to be held on 8^th August, 2017 for a period of five years subject to ratification by members at every consequent Annual General Meeting. S R B C & Co. LLP is a part of the S.R.Batliboi & Affiliates network of audit firms registered with the Institute of Chartered Accountants of India. All the constituent firms of S.R. Batliboi are member firms in India of Ernst & Young Global Limited (E&Y). Your Company has received a confirmation from the said Auditors to the effect that their appointment, if made, at the ensuing Annual General Meeting would be in accordance with the provisions of Section 141 of the Companies Act,

2013.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the Company in respect of its plastic & polymers activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2017-18 at a remuneration ofRs,1.25 Lacs. 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 members'' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the year 2016-17 will be submitted to the Central Government in due course.

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 Board of Directors appointed Ms. Monica Kanuga, Practicing Company Secretary, to undertake the Secretarial Audit of the Company for FY 2016-17. Secretarial Audit Report for FY 2016-17 is enclosed as Annexure - B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

18. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

19. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

20. BOARD EVALUATION:

21. RELATED PARTY TRANSACTIONS:

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at http://astralpipes.com/SystemUpload/InvestorRelationPDF/108 L.pdf. The details of the transactions with Related Party are provided in the accompanying financial statements.

22. NUMBERS OF BOARD MEETINGS:

The Board of Directors met five times during the year under review. The details of Board Meetings and the attendance of the Directors are provided in the Corporate Governance Report.

23. DIRECTORS:

Mrs. Jagruti S. Engineer was on the recommendation of Nomination and Remuneration Committee, re-appointed as a Whole-time Director of your Company by the Board of Directors for a period of 3 years w.e.f. 1^st May, 2017. The said re-appointment is subject to approval of members of the Company in ensuing Annual General Meeting.

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Anil Kumar Jani is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The requisite particulars in respect of Director seeking re-appointment are given in Corporate Governance Report.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

24. CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Key managerial Personnel.

25. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - C to this report.

26. EMPLOYEES STOCK OPTION SCHEME

Your Company approved formulation of Employee Stock Option Scheme (''ESOS'') viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015. The said scheme is administered by the Nomination and Remuneration Committee for the benefit of the employees of the Company. During the year under review, 16,282 stock options had vested, exercised by eligible employees and 16,282 equity shares were alloted by your Company on 26^th November, 2016. Further on 30^th March, 2017 21,600 stock options were granted by your Company to eligible employees. There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at http://astralpipes.com/investor-relation.aspx.

27. PARTICULARS OF EMPLOYEES:

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2016-17.

28. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

29. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. The Directors wish to thank Specialty Process LLC, U.S.A for the support extended to your Company throughout the journey of your Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors

Sandeep P. Engineer Jagruti S. Engineer

Managing Director Whole Time Director

Date : 30^th May, 2017

Place : Ahmadabad

Mar 31, 2016

Dear Shareholders,

The Directors have pleasure in presenting the 20th Annual Report of your Company together with the Audited Statements of Accounts for the year ended 31st March, 2016.

1. FINANCIAL HIGHLIGHTS:

The Standalone and Consolidated Financial Results for the year ended 31st March, 2016 are as follows: . (Rs. In Lacs)

Particulars Standalone Consolidated

FY 15-16 FY 14-15 FY 15-16 FY 14-15

Net Sales/Income from Operations 1,33,234 1,25,211 1,71,827 1,42,938

Other Operating Income 65 54 70 54

Total Income 1,33,299 1,25,265 1,71,897 1,42,992

Total Expenditure 1,16,792 1,10,213 1,51,382 1,26,163

Profit Before Depreciation, Interest and Tax 16,507 15,052 20,515 16,829

Finance Cost 2,684 2,342 3,053 2,545

Depreciation 3,544 3,301 4,235 3,642

Profit Before Exceptional Items 10,279 9,409 13,227 10,642

Other Non-Operating (Income) Expenses/ Exceptional Items (57) (251) (126) (310)

Profit Before Tax 10,336 9,660 13,353 10,952

Provision for Taxation (Including Prior Year Adjustment) 3,089 2,776 3,193 3,134

Net Profit before Minority Interest 7,247 6,884 10,160 7,818

Minority Interest - - 99 228

Net Profit for the year 7,247 6,884 10,061 7,590

Surplus in Statement of Profit & Loss 29,947 23,584 31,588 23,713

Amount Available for Appropriation 37,194 30,469 41,649 31,303

Appropriations:

Interim Dividend 479 169 479 169

Proposed Final Dividend - 266 - 266

Dividend Distribution Tax 98 87 98 87

Balance Carried to Balance Sheet 36,617 29,947 41,072 30,781

2. DIVIDEND:

During the year under review, the Board of Directors declared and paid two Interim Dividends totalling Rs.0.40 (40%) per equity share compared to Rs.0.375 (37.5%) dividend paid in the previous year. First Interim Dividend of Rs.0.15 (15%) per equity share was declared on 5th November, 2015 and Second Interim Dividend of Rs.0.25 (25%) per equity share was declared on 10th March, 2016. The said interim dividends have absorbed Rs.479 Lacs during the year under review compared to Rs.435 Lacs absorbed in the previous year. In order to conserve resources, the Board of Directors has not recommended Final Dividend.

3. CONSOLIDATED FINANCIAL AND OPERATIONAL REVIEW:

- Consolidated Net Sales has increased by 20% from Rs.1,42,938 Lacs to Rs.1,71,827 Lacs.

- Consolidated EBIDTA has increased by 22% from Rs.16,829 Lacs to Rs.20,515 Lacs.

- Consolidated Net Profit has increased by 32% from Rs.7,590 Lacs to Rs.10,061 Lacs.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW:

- During the year under review, your Company has increased its installed capacity by 25% from 1,02,371 MT to 1,27,762 MT. Your Company has utilised its capacity to the tune of 77,909 MT. as against last years figure of 69,925 MT. which shows a utilisation growth of 11%.

- During the year under review, your Company has incurred capital expenditure to the tune of Rs.959 Lacs towards the purchase of land and Rs.10,308 Lacs towards plant & machineries, factory building and other capital expenditure.

- Your Company has acquired 32,500 Sq. Meters land at Ghiloth, Dist. Alwar, Rajasthan for its expansion plan of CPVC/PVC pipes & fittings.

5. MERGER & ACQUISITIONS:

During the year under review, your Company has acquired balance equity stake of 24% in Resinova Chemie Limited (Resinova) at a consideration of Rs.7,300 Lacs from Mr. Vijay Parikh making Resinova a wholly owned subsidiary of your Company.

Subsequent to the above, the Board of Directors of Resinova and the other Subsidiary of your Company, viz. Advanced Adhesives Limited (Advanced Adhesives) approved amalgamation of Resinova with Advanced Adhesives. The respective Companies filed the Scheme of Amalgamation with the Hon''ble High Court of Gujarat (''the Court") for approval. After following the due process, the Court was pleased to sanction the Scheme vide order dated 18th January, 2016. The Court also approved the change of name of Advanced Adhesives Limited to Resinova Chemie Limited as a part of the Scheme of Amalgamation. The said Scheme of Amalgamation became effective on 11th February, 2016 upon filing of the certified copy of the Court''s order by the respective companies with the Registrar of Companies, Gujarat. This amalgamation has resulted in consolidation of the business operations of the two subsidiary companies, enhancing the scale of operations, reduction in overhead and administrative expenditures and has provided significant impetus to the growth since both the companies are engaged in the similar areas of business. Post amalgamation, your Company''s holding in Resinova Chemie Limited (Formerly known as Advanced Adhesives Limited) increased from 85% to 97.45%.

Seal IT Services Limited, a UK based Subsidiary of your Company incorporated a wholly owned Subsidiary in the United States of America (USA) viz. Seal IT Services Inc. The said newly incorporated company acquired Silicone Tape business of Rowe Industries Inc., US, at a consideration of US$ 3.25 million, in May, 2016.

6. PREFERENTIAL ISSUE:

Your Company made Preferential Issue of 13,85,204 equity shares to Mr. Vijay Parikh at a price of Rs.425.93/- per share aggregating to Rs.5,900 Lacs. Entire proceeds of the issue has been utilised for the purposes mentioned in the notice of postal ballot sent to shareholders and there is no unutilised amount as on 31st March, 2016.

7. EMPLOYEES STOCK OPTION SCHEME:

Your Company approved formulation of Employee Stock Option Scheme (''ESOS'') viz. Astral Poly Technik Limited Employee Stock Option Scheme 2015 (Astral ESOS 2015) in October, 2015. The said Scheme is administered by the Nomination & Remuneration Committee for the benefit of employees of the Company. There is no material change in Astral ESOS 2015 during the year under review and the Scheme is in compliance with Securities and Exchange Board of India (Share Based Employee Benefits) Regulations 2014. The disclosures as required under Regulation 14 of the said regulations have been placed on the investor relation page of the website of the Company at http://astralpipes.com/investor-relation.aspx

8. SUBSIDIARY/ASSOCIATE COMPANIES:

As on 31st March, 2016, your Company had 3 direct subsidiaries, 2 step down subsidiaries and 1 associate company. During the year under review, Seal IT Services Inc., US became step down subsidiary of your Company as mentioned above in this report.

A statement containing salient features of the financial statements of subsidiary/joint venture/associate/companies in the prescribed format (i.e. Form AOC-1 as per Companies (Accounts) Rules, 2014) is attached to the financial statements of the Company.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including consolidated financial statements and audited accounts of each of the subsidiary are made available on www.astralpipes.com. These documents will also be available for inspection during working hours at the Registered Office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such document may write to the Company Secretary and the same shall be furnished on request.

9. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company prepared in accordance with the provisions of the Companies Act, 2013, SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and relevant Accounting Standards issued by the Institute of Chartered Accountants of India form part of this Annual Report.

10. CREDIT RATING:

During the year under review, your Company has been able to improve its Credit Rating with CRISIL even under difficult environment of the Indian Economy. Details of credit rating are as under:

Particulars Revised Rating Previous Rating Remarks

Long term rating CRISIL AA-/Stable CRISIL A /Positive Upgraded

Short term rating CRISIL A1 CRISIL A1 Reaffirmed

11. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

Management Discussion and Analysis Report forms part this Directors'' Report.

12. CORPORATE GOVERNANCE:

Corporate Governance Report forms part of this Directors'' Report.

13. INSURANCE:

The Fixed Assets and Stocks of your Company are adequately insured.

14. FIXED DEPOSITS:

Your Company has not accepted any Fixed Deposits as defined under Section 73 of the Companies Act, 2013 and rules framed there under.

15. PARTICULARS OF LOANS, GAURANTEES OR INVESTMENT:

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.

16. CORPORATE SOCIAL RESPONSIBILITY:

In accordance with the provisions of section 135 of the Companies Act, 2013 and the rules made thereunder, your Company has constituted Corporate Social Responsibility Committee of Directors. The role of the Committee is to review CSR activities of the Company periodically and recommend to the Board amount of expenditure to be spent on CSR annually.

Annual Report on CSR activities carried out by the Company during FY 2015-16 is enclosed as Annexure - A to this report.

17. DIRECTORS'' RESPONSIBILITY STATEMENT:

Pursuant to the requirements under Section 134(3)(c) of the Companies Act, 2013, with respect to Directors'' Responsibility Statement, your Directors hereby confirm the following:

a) In the preparation of the annual accounts for the financial year ended 31st March, 2016, the applicable accounting standards have been followed;

b) The directors have selected such accounting policies and applied consistently and made judgements and estimates 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 and loss of the Company for that period;

c) The directors have taken proper and sufficient care towards 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) The directors have prepared the annual accounts on a going concern basis;

e) The directors have laid down internal financial controls, which are adequate and operating effectively;

f) The directors have devised proper systems to ensure compliance with the provisions of all applicable laws and such systems are adequate and operating effectively.

18. AUDITORS:

Statutory Auditors:

M/s. Deloitte Haskins & Sells, Chartered Accountants were appointed as Statutory Auditors of your Company at the Annual General Meeting held on 25th August, 2014 for a period of three years subject to ratification by members at every consequent Annual General Meeting. Therefore, ratification of appointment of Statutory Auditors is being sought from the members of the Company at the ensuing Annual General Meeting. Your Company has received a confirmation from the said Auditors to the effect that their appointment, if ratified, at the ensuing Annual General Meeting would be in accordance with the provisions of Section 141 of the Companies Act, 2013.

The Auditors'' Report does not contain any qualification, reservation or adverse remark.

Cost Auditors:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014, (including any statutory modifications and re-enactments thereof) the cost audit records maintained by the Company in respect of its plastic & polymers activity is required to be audited. Your Directors have, on the recommendation of the Audit Committee, appointed M/s V. H Savaliya & Associates, Cost Accountants to audit the cost accounts of the Company for the financial year 2016-17 at a remuneration of Rs.1.25 Lacs. 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 members'' ratification for the remuneration payable to M/s V. H Savaliya & Associates is included in the Notice convening the ensuing Annual General Meeting.

Cost Audit Report for the year 2015-16 will be submitted to the Central Government in due course.

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 Board of Directors appointed Ms. Monica Kanuga, Practising Company Secretary, to undertake the Secretarial Audit of the Company for FY 2015-16. Secretarial Audit Report for FY 2015-16 is enclosed as Annexure - B to this report.

The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

19. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL:

Your Company has an Internal Financial Control System commensurate with the size, scale and complexity of its operations. Your Company has adopted proper system of Internal Control and Risk Management to ensure that all assets are safeguarded and protected against loss from unauthorised use or disposition and that the transactions are authorized, recorded and reported quickly.

20. SIGNIFICANT AND MATERIAL ORDERS:

There are no significant and material orders passed by any regulator or court or tribunal impacting the going concern status and your Company''s operations in future.

21. BOARD EVALUATION:

In compliance of the Companies Act, 2013 and Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations 2015, the performance evaluation of the Board / Committees were carried out. The evaluation process has been explained in the Corporate Governance Report.

22. RELATED PARTY TRANSACTIONS:

All the related party transactions entered into during the financial year under review were in ordinary course of business and on an arm''s length basis. There were no materially significant transactions with related parties during the financial year which were in conflict with the interest of the Company.

All Related Party Transactions are placed before the Audit Committee and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for the transactions which are of a foreseen and repetitive nature. The transactions entered into pursuant to the omnibus approval so granted are placed before the Audit Committee and the Board of Directors for their review and approval on a quarterly basis.

The policy on Related Party Transactions as approved by the Board is uploaded on the Company''s website and the same can be accessed at http://astralpipes.com/SystemUpload/InvestorRelationPDF/108 L.pdf.The details of the transactions with Related Party are provided in the accompanying financial statements.

23. NUMBERS OF BOARD MEETINGS:

The Board of Directors met seven times during the year under review. The details of Board meetings and the attendance of the Directors are provided in the Corporate Governance Report.

24. DIRECTORS:

Pursuant to Section 152 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Kyle A. Thompson is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The requisite particulars in respect of Director seeking re-appointment are given in Corporate Governance Report.

The Company has received necessary declaration from each independent director under section 149(7) of the Companies Act, 2013, the he meets the criteria of independence laid down in section 149(6) of the Companies Act, 2013.

All the directors of the Company have confirmed that they are not disqualified from being appointed as directors in terms of Section164 of the Companies Act, 2013.

Details of policy of appointment and remuneration of directors has been provided in the Corporate Governance Report.

25. CHANGES IN KEY MANAGERIAL PERSONNEL:

During the year under review, there was no change in Key Managerial Personnel.

26. EXTRACT OF ANNUAL RETURN:

The details forming part of the extract of the Annual Return in form MGT 9 is annexed herewith as Annexure - C to this report.

27. PARTICULARS OF EMPLOYEES:

A statement containing the names and other particulars of employees in accordance with the provisions of section 197(12) of the Companies Act, 2013 read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is appended as Annexure - D to this report.

No employee has received remuneration in excess of the limits set out in rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 during FY 2015-16.

28. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

The particulars under Section 134(3)(m) with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Accounts) Rules, 2014 are provided in the Annexure - E to the Report.

29. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. Your directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of your Company. The Directors wish to thank Specialty Process LLC., U.S.A for the support extended to your Company through out the journey of your Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

On behalf of the Board of Directors On behalf of the Board of Directors

Sandeep P. Engineer Jagruti S. Engineer

Managing Director Whole Time Director

Date : 27th May, 2016

Place : Ahmedabad

Mar 31, 2014

Dear Shareholders,

The Directors have pleasure in presenting the 18th Annual Report of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2014.

1. FINANCIAL HIGHLIGHTS

The Standalone Financial Results for the year ended on 31st March, 2014 are as follows:

(Rs. In Lacs)

Financial Year

Particulars 2013-14 2012-13

Net Sales/Income from Operations 1,07,279.98 82,092.13

Other Operating Income 41.20 11.64

Total Income 1,07,321.18 82,103.77

Total Expenditure 91,746.37 70,746.64

Profit Before Depreciation, Interest and Tax 15,574.81 11,357.13

Finance Cost 821.36 692.46

Depreciation 2,132.85 1,766.60

Profit Before Exceptional Items 12,620.60 8,898.07

Other Non-Operating (Income) Expenses/Exceptional Items 2,482.93 1,106.61

Profit Before Tax 10,137.67 7,791.46

Provision for Taxation (Including Prior Year Adjustment) 2,417.16 1,839.42

Net Profit for the year 7,720.51 5,952.04

2. DIVIDEND

During the year under review, Interim Dividend of Rs. 0.25 per share was declared and paid.

The Board of Directors of the Company has recommended a Final Dividend of Rs. 0.40 per share for the FY 2013-2014 subject to the approval of the members at the ensuing Annual General Meeting. The Final Dividend, if approved, will be paid to the eligible members within the period stipulated by the Companies Act, 2013.

The Final Dividend will absorb Rs. 224.76 Lacs in addition to the Interim Dividend of Rs. 140.48 Lacs paid during the year under review and the Dividend Distribution Tax payable on Final Dividend by the Company will amount to Rs. 38.20 Lacs in addition to the Dividend Distribution Tax of Rs. 23.87 Lacs already paid on Interim Dividend.

3. FINANCIAL AND OPERATIONAL REVIEW

During the year under review, your Company has continued its growth momentum and has crossed a land mark figure of Rs. 1,170.67 Crore in Sales (Gross).

Net Sales has increased by 31% from Rs. 820.92 Crore to Rs. 1,072.80 Crore.

The EBIDTA has increased by 37% from Rs. 113.57 Crore to Rs. 155.75 Crore.

Net Profit has increased by 30% from Rs. 59.52 Crore to Rs. 77.21 Crore.

Export Sales has increased by 153.84% from Rs. 7.54 Crore to Rs. 19.14 Crore.

Earnings per share (basic) amounted to Rs. 10.59 per Share in previous year has increased to Rs. 13.74 per Share in Current year.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW

During the year under review, your Company has increased its installed capacity by 26% from 77,212 M.T. to 97,164 M.T. by creating an additional Capacity at its Hosur manufacturing Unit involving a Capex outflow of Rs. 21.59 Crore. The Company has utilized its capacity to the tune of 60,400 M.T. as against the last year''s figure of 49,495 M.T. which shows a growth of 22%.

During the year under review, your Company has commenced the Commercial production and sales at its new manufacturing facility at Hosur, Tamilnadu.

During the year under review, the Company has incurred a Capital Expenditure to the tune of Rs. 24.28 Crore towards the purchase of Land situated at Hosur and Dholka and balance Rs. 69.42 Crore towards the Plant & Machinery, Factory Building and Other Capital Expenditure.

During the year under review, the Company has launched Agri Pipe Products in Domestic Market.

During the year under review, "The Bureau of Indian Standards" (BIS) has granted BIS Certification Marks Licence No. CM/L-2865777 as per IS 16088:2012 to your Company''s new Product Blaze Master for Fire sprinkler system. Your Company is the first Licensee Company in India to be allotted the Licence for its Product "BlazeMaster" for the Fire sprinkler system using CPVC Polymer.

5. SUBDIVISION OF EQUITY SHARES

During the year under review, your Company has subdivided its Equity Shares bearing the face value of Rs. 5/- (Rupees Five only) each into fully paid up Equity Shares bearing the face value of Rs. 2/- (Rupees Two only) each fully paid.

6. CREDIT RATING

During the year under review, your Company has been able to maintain its Credit Rating with CRISIL even under difficult environment of the Indian Economy.

Sr. No. Facility Rating

1 Cash Credit Limit A /Stable

2 Long Term Loan A /Stable

3 Letter of Credit A1

4 Bank Guarantee A1

7. INVESTMENT IN JOINT VENTURE COMPANY IN KENYA

During the year under review, Astral Technologies Limited, a Joint Venture Company of your Company in Kenya has changed its name to "Astral Pipes Limited" vide Certificate of change of name dated 19th August, 2013 issued by the Registrar of Companies, Nairobi, Kenya.

Further, during the year under review, the Kenya Joint Venture Company "Astral Pipes Limited" has increased its capacity from 3,000 M.T. to 6,000 M.T..

8. SUBSIDIARY COMPANIES

Astral Biochem Private Limited:

During the year under review, there was no activity in the said Subsidiary Company.

Advanced Adhesives Limited:

During the year under review, Income from operations amounted to Rs. 2,298.53 Lacs as compared to Rs. 1,238.48 Lacs in the Previous Year. The Net Profit amounted to Rs. 255.40 Lacs as compared to Rs. 243.91 Lacs reported in the Previous Year.

9. CONSOLIDATED FINANCIAL STATEMENTS

The Shareholders may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the Financial Statements of Subsidiary Companies appended to the above Statement under Section 212 of the Companies Act, 1956 in this Annual Report, for further information on the Subsidiaries. The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India (ICAI) also form part of this Annual Report.

10. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement which is required under the Listing Agreement with the Stock Exchanges is given in Annexure Â D to the Directors'' Report.

11. CORPORATE GOVERNANCE

A separate Report on Corporate Governance, along with Auditors'' Certificate relating thereto is given in Annexure Â C to the Directors'' Report.

12. INSURANCE

The Fixed Assets and Stocks of the Company are adequately insured.

13. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits as defined under Section 58A of the Companies Act, 1956 or Section 73 of the Companies Act, 2013 and rules framed thereunder.

14. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(ii) the Directors have selected such Accounting Policies and have applied them consistently and have made judgments and estimates 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 or loss of the Company for the period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the Provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

15. DIRECTOR RETIRING BY ROTATION

Pursuant to Article 157 of the Articles of Association of the Company, Mr. Kyle Thompson is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The requisite particulars in respect of Director seeking reappointment are furnished in Corporate Governance Report which is given in Annexure-C to the Directors'' Report.

16. RE-APPOINTMENT OF STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company hold Office as Statutory Auditors till the conclusion of the ensuing Annual General Meeting as per the Provisions of the Companies Act, 1956. Statutory Auditors have given their certificate under Section 139 (1) of the Companies Act, 2013 and have also expressed their willingness to continue to hold Office for a period of 3 years from conclusion of the ensuing General Meeting.

17. PARTICULARS OF EMPLOYEES

The list of Employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is provided in Annexure-A to the Directors'' Report.

18. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars under Section 217(1)(e) of the Companies Act, 1956 with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure-B to the Report.

19. ACHIEVEMENTS

During the year under review, your Company has received the following Awards :

(i) Your Company has been awarded "Business Standard Star SME of the year 2013 Award." The Growth story of the Company with its continuous expansion and scaling up its Production Capacity has impressed the Jury which led to your Company winning this Award. (ii) Your Company has been awarded "Inc. India Innovative 100 - for the year 2013 Award".

It was presented by Shri Prithwiraj Choudhury, Assistant Professor, Harvard Business School at a function held at New Delhi.

The award was in recognition of smart innovation by Small & Mid-Sized Companies in India. (iii) Your Company has been awarded Trophy for being a "Finalist in Top 15 out of 350 Nominees for the EY

Entrepreneur of the year Award, 2013". The Award celebration was hosted at New Delhi.

20. ACKNOWLEDGMENTS

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. The Directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of the Company. The Directors wish to thank Specialty Process LLC, U.S.A for the technical and financial support extended to the Company throughout its journey. Your Directors take this opportunity to place on record their sense of gratitude for the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

For, Astral Poly Technik Limited For, Astral Poly Technik Limited

Sandeep P. Engineer

Managing Director Jagruti S. Engineer

Executive Director

Place : Ahmedabad

Date : July 18, 2014

Mar 31, 2013

Dear Shareholders,

The Directors have pleasure in presenting the 17th Annual Report of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2013.

1. FINANCIAL HIGHLIGHTS

The Standalone Financial Results for the year ended on 31 st March, 2013 are as follows:

(Rs. In Lacs)

Financial Year Particulars 2012-13 2011-12

Net Sales/Income from Operations 82,108.79 57,931.81

Other Operating Income 11.64 189.85

Total Income 82,120.43 58,121.66

Total Expenditure 70,945.15 49,748.84

Profit Before Depreciation, Interest and Tax 11,175.28 8,372.82

Finance Cost 711.10 655.46

Depreciation 1,766.60 1,337.75

Profit Before Exceptional Items 8,697.58 6,379.61

Other Non-Operating (Income) Expenses/ Exceptional Items 906.12 1,343.05

Profit Before Tax 7,791.46 5,036.56

Provision for Taxation (Including Prior Year Adjustment) 1,839.42 1,061.10

Net Profit for the year 5,952.04 3,975.46

2. DIVIDEND

- During the year under review, Interim Dividend of Rs. 0.50 per share was declared and paid.

- The Board of Directors of the Company has recommended a Final Dividend of Rs. 0.75 per share for the FY 2012-2013 subject to the approval of the members at the ensuing Annual General Meeting. The Final Dividend, if approved, will be paid to the eligible members within the period stipulated by the Companies Act, 1956.

- The Final Dividend will absorb Rs. 168.57 Lacs in addition to the Interim Dividend of Rs. 112.38 Lacs paid during the year under review and the Dividend Distribution Tax payable on Final Dividend by the Company will amount to Rs. 28.65 Lacs in addition to the Dividend Distribution Tax of Rs. 18.23 Lacs already paid on Interim Dividend.

3. FINANCIAL AND OPERATIONAL REVIEW

- During the year under review, your Company has continued its growth momentum and has crossed a land mark figure of Rs.900 Crores in Sales (Gross).

- Net Sales amounted to Rs.821.09 Crores as compared to Rs.579.32 Crores in the previous year, recording a growth of 42%.

- The EBDITA has increased by 33% from Rs.83.73 Crores to Rs.111.75 Crores.

- Net Profit has increased by 50% from Rs.39.75 Crores to Rs.59.52 Crores.

- Export Sales has increased by 16.93% from Rs.659.13 Lacs to Rs.770.72 Lacs.

- Earnings per share (basic) amounted to Rs.26.48 per Share, as against Rs.17.69 per Share in the previous year.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW

- During the year under review, your Company has increased its installed capacity by 18% from 65,496 M.T. to 77,212 M.T. by creating an additional Capacity at its Gujarat and Himachal Pradesh Plants involving a Capex outflow of Rs.42.00 Crores. The Company has utilized its capacity to the tune of 49,495 M.T. as against the last year''s figure of 38,824 M.T. which shows a growth of 27%.

- During the year under review, the Company has incurred a Capital Expenditure to the tune of Rs.23.16 Crores towards the purchase of Land situated at Gujarat and Tamilnadu and balance Rs.45.55 Crores towards the Plant & Machinery, Factory Building and Other Capital Expenditure.

- During the year under review, The Company has launched Column Pipes & Bendable Pipes in Domestic/International Market.

- During the year under review, the Company had entered into an Agreement with "Arbaaz Khan Production Pvt. Ltd." for promoting its Brand ASTRAL through in film advertisement in Film "Dabangg 2" by a leading Film Actor Mr. Salman Khan and its overwhelming response from all over India has enabled the Company to make its Brand more popular among the people all over India which can be seen from the results of last Quarter of the FY 2012-2013 as the Film was released in the month of November/December, 2012.

5. CREDIT RATING

We are happy to inform you that during the year under review, your Company has been able to upgrade its rating with CRISIL even under difficult environment of the Indian Economy.

Sr. No. Facility Old Rating New Rating

1 Cash Credit Limit A/Stable A /Stable

2 Long Term Loan A/Stable A /Stable

3 Letter of Credit A1 A1

4 Bank Guarantee A1 A1

6. INVESTMENT IN JOINT VENTURE COMPANY IN KENYA

Company has entered the Kenyan market under the name of ASTRAL TECHNOLOGIES LTD. to capture the CPVC and PVC market of Kenya and neighbouring Countries such as Uganda, Tanzania, Rwanda and Ethiopia. Recently, a New Joint Venture Partner, RAMCO Group, Kenya, has been inducted in Astral Technologies Ltd. to facilitate greater market demand for PVC and CPVC products of Astral Technologies Ltd. in East Africa Market. At present Company has a stake of 37.5% in the JV Company while 37.5% is held by the local partners RAMCO Group and balance 25% is held by Allied Plumbers Ltd. The Company has installed capacity of 3000 M.T. and shortly it is planning to double the capacity and orders for machineries have already been placed.

7. SUBSIDIARY COMPANIES

Astral Biochem Private Limited:

During the year under review, there was no activity in the said Subsidiary Company.

Advanced Adhesives Limited:

During the year under review, the Company has successfully commenced commercial production of CPVC Solvent Cement for hot and cold water application Pipes on a royalty sharing arrangement with IPS- Corporation of USA. Due to Local production of CPVC Solvent Cement as against the imported Solvent Cement, the Company has been able to generate a significant growth both in top-line as well as bottom-line. Income from operations amounted to Rs.1238.69 Lacs as compared to Rs.259.93 Lacs in the previous year. The Net Profit amounted to Rs.243.91 Lacs as compared to Net Loss of Rs.21.71 reported in the previous year. EBITA Margin has increased from 12.35% to 28.74%. The management of the Company has put in all efforts to utilize the existing capacity fully by 2013-2014 and the Company is also planning to increase the capacity in near future.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Shareholders may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the Financial Statements of Subsidiary Companies appended to the above Statement under Section 212 of the Companies Act, 1956 in this Annual Report, for further information on the Subsidiaries.

The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India (ICAI) also form part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement which is required under the Listing Agreement with the Stock Exchanges is given in Annexure - D to the Directors'' Report.

10. CORPORATE GOVERNANCE

A separate Report on Corporate Governance, along with Auditors'' Certificate relating thereto is given in Annexure - C to the Directors'' Report.

11. INSURANCE

The Fixed Assets and Stocks of the Company are adequately insured.

12. FIXED DEPOSITS

Your Company has not accepted any Fixed Deposits as defined under Section 58A of the Companies Act, 1956 and rules framed thereunder.

13. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(I) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(ii) the Directors have selected such Accounting Policies and have applied them consistently and have made judgments and estimates 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 or loss of the Company for the period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the Provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

14. DIRECTORS - RETIRING BY ROTATION

Pursuant to Article 157 of the Articles of Association of the Company, Mr. Pradip N. Desai is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The requisite particulars in respect of Director seeking reappointment are given in Corporate Governance Report which is given in Annexure C to the Directors'' Report.

15. STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue.

16. APPOINTMENT OF COST AUDITOR

The Board of Directors of the Company has appointed M/s. V.H. Savaliya & Associates, Cost Accountants, Ahmedabad as the Cost Auditors of the Company for the purpose of conducting Cost Audit of the Cost Accounting Records of the Company for the Financial Year 2013-2014.

17. PARTICULARS OF EMPLOYEES

The list of Employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is provided in Annexure- A to the Directors'' Report.

18. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Section 217(1)(e) with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure-B to the Report.

19. ACHIEVEMENTS

During the year under review, the Company has been awarded PowerBrands Rising Stars 2012 Award in Dubai. PowerBrands Rising Stars 2012 Award presented by Planman Media is an endeavour to bring into spotlight India''s fastest growing brands which have shown tremendous promise and growth over the past 5 years and have been able to create a huge impact on the minds of the Indian Consumer. PowerBrands Rising Stars is an effort to recognize the efforts of such new age brands that are shaping up India''s future. These brands are not only on their way to set new benchmarks in the industry, but have also consistently been on the fore front of delivering value and satisfaction to their customers and stakeholders.

20. ACKNOWLEDGMENTS

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. The Directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of the Company. The Directors wish to thank Specialty Process LLC., U.S.A for the technical and financial support extended to the Company throughout the journey of the Company. Your Directors take this opportunity to place on record their sense of gratitude to the Banks, Financial Institutions, Central and State Government Departments, their Local Authorities and other agencies working with the Company for their guidance and support.

For, Astral Poly Technik Limited For, Astral Poly Technik Limited

Sandeep P. Engineer

Managing Director Jagruti S. Engineer

Executive Director

Place : Ahmedabad

Date : May 20, 2013

Mar 31, 2012

The Directors have pleasure in presenting the 16th Annual Report of the Company together with the Audited Statements of Accounts for the year ended on 31st March, 2012.

1. FINANCIAL HIGHLIGHTS

The Standalone Financial Results for the year ended on 31st March, 2012 are as follows: (Rs. In Lacs)

Financial Year Particulars 2011-12 2010-11

Net Sales/Income from Operations 57,931.81 41,082.48

Other Operating Income 189.85 64.22

Total Income 58,121.66 41,146.70

Total Expenditure 49,748.84 35,483.29

Profit Before Depreciation, Interest and Tax 8,372.82 5,663.41

Finance Cost 655.46 459.17

Depreciation 1,337.75 1,071.92

Profit Before Exceptional Items 6,379.61 4,132.32

Other Non-Operating (Income) Expenses/ Exceptional Items 1,343.05 (87.15)

Profit Before Tax 5,036.56 4,219.47

Provision for Taxation (Including Prior Year Adjustment) 1,061.10 860.14

Net Profit for the year 3,975.46 3,359.33

2. DIVIDEND

During the year under review, Interim Dividend of Rs. 0.50 per share was declared and paid.

ÃÂ· The Board of Directors of the Company has recommended a Final Dividend of Rs. 0.625 per share for the FY 2011-2012 subject to the approval of the members at the ensuing Annual General Meeting. The Final Dividend, if approved, will be paid to the eligible members within the period stipulated by the Companies Act, 1956.

ÃÂ· The Final Dividend will absorb Rs. 140.48 Lacs in addition to the Interim Dividend of Rs. 112.38 Lacs paid during the year under review and the Dividend Distribution Tax payable on Final Dividend by the Company will amount to Rs. 22.79 Lacs in addition to the Dividend Distribution Tax of Rs. 18.23 Lacs already paid on Interim Dividend.

3. FINANCIAL AND OPERATIONAL REVIEW

ÃÂ· During the year under review, your Company has continued its growth momentum and has crossed a land mark figure of Rs.600 Crores in Sales (Gross).

ÃÂ· Net sales amounted to Rs.579.32 Crores as compared to Rs.410.82 Crores in the previous year, recording a growth of 41%.

ÃÂ· The EBDITA has increased by 48% from Rs.56.63 Crores to Rs.83.73 Crores.

ÃÂ· Net Profit has increased by 18% from Rs.33.59 Crores to Rs.39.75 Crores.

ÃÂ· Export Sales of your Company during the year under review amounted to Rs.659.13 Lacs.

ÃÂ· Earnings per share (basic) amounted to Rs.17.69 per Share, as against Rs.14.95 per Share in the previous year.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW

We are pleased to inform you that during the year under review- ÃÂ· Your Company has increased its installed Capacity by 35.23% from 48,432 M.T. to 65,496 M.T. by creating an additional Capacity at its Dholka Plant involving a Capex outflow of Rs.53.43 Crores.

ÃÂ· Your Company has utilized its Capacity to the tune of 38,824 M.T. as against the last year's figure of 28,289 M.T. which shows a growth of 37%.

ÃÂ· Your Company has incurred Capital Expenditure to the tune of Rs.11.06 Crores towards the Corporate Office and purchase of new Office at Satyam Corporate Square situated just opposite to Company's Corporate House, in the Registration District-Ahmedabad & Sub-District of Ahmedabad-3 (Memnagar).

ÃÂ· Your Company has commenced the trial commercial production of Bendable Pipes for the first time in the world with the technical support of Lubrizol during the month of May-2012 with Capacity of 1,100 M.T.

5. CREDIT RATING

During the year under review, the Company has been able to maintain the following Credit Ratings from CRISIL for its various Bank facilities. :

Sr. No. Facility Rating

1 Cash Credit Limit A/Stable (Reaffirmed)

2 Long Term Loan A/Stable (Reaffirmed)

3 Letter of Credit A1 (Reaffirmed)

4 Bank Guarantee A1 (Reaffirmed)

6. INVESTMENT IN JOINT VENTURE COMPANY IN KENYA

The Company's total Investment in Ordinary Shares of M/s. Astral Technologies Limited, the Kenyan Joint Venture Company as on the 31st March, 2012 amounts to Rs.193.21 Lacs for 31.90% ownership interest in Joint Venture Company.

7. SUBSIDIARY COMPANIES

Astral Biochem Private Limited:

During the year under review, there was no activity in the said Subsidiary Company.

Advanced Adhesives Limited:

During the year under review, the Company has commenced commercial production of PVC Solvent Cement on a royalty sharing arrangement with IPS-Corporation of USA. This being the first year of operation, the Company's growth will be seen from current financial year onwards. However, the Company was able to generate revenue of Rs.259.93 Lacs and EBDITA of Rs.32.10 Lacs which reflects a reasonably good EBDITA Margin of 12.35% during the year under review inspite of very low utilization of Capacity.

8. CONSOLIDATED FINANCIAL STATEMENTS

The Shareholders may refer to the Statement under Section 212 of the Companies Act, 1956 and information on the Financial Statements of Subsidiary Companies appended to the above Statement under Section 212 of the Companies Act, 1956 in this Annual Report, for further information on the Subsidiaries. The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India (ICAI) also form part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement which is required under the Listing Agreement with the Stock Exchanges is given in Annexure Ã D to the Directors' Report.

10. CORPORATE GOVERNANCE

A separate Report on Corporate Governance, along with Auditors' Certificate relating thereto is given in Annexure Ã C to the Directors' Report.

11. INSURANCE

The Fixed Assets and Stocks of the Company are adequately insured.

12. DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(I) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed;

(ii) the Directors have selected such Accounting Policies and have applied them consistently and have made judgments and estimates 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 or loss of the Company for the period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the Provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) the Annual Accounts have been prepared on a going concern basis.

13. RESIGNATION OF DIRECTOR

During the year under review, Mr. Nimish Dalal has resigned from the Board of Directors of the Company w.e.f. August 31, 2011 on account of his personal pre-occupations.

The Board of Directors of the Company places on record its deep appreciation for the valuable services rendered by Mr. Nimish Dalal during his tenure as the Director on the Board of the Company.

14. DIRECTORS - RETIRING BY ROTATION

Pursuant to Article 157 of the Articles of Association of the Company, Mr. K. R. Shenoy is liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offers himself for reappointment. The requisite particulars in respect of Director seeking reappointment is given in Corporate Governance Report which is given in Annexure C to the Directors' Report.

15. STATUTORY AUDITORS

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue.

16. APPOINTMENT OF COST AUDITOR

The Government of India, Ministry of Corporate Affairs, Cost Audit Branch vide its Order dated January 24, 2012 bearing no. F. No. 52/26/CAB-2010 has directed all Companies to which the Companies (Cost Accounting Records) Rules, 2011 apply, to get their cost accounting records, in respect of each of its financial year commencing on or after April 1, 2012 and for every financial year thereafter, audited by a Cost Auditor. In compliance with the said directive, the Company has appointed M/s. V. H. Savaliya & Associates, Cost Accountants, Ahmedabad, having Membership No. 13867 as the Cost Auditors for the purpose of conduct of Cost Audit of the Cost Accounting Records of the Company for the Financial Year 2012-2013.

17. PARTICULARS OF EMPLOYEES

The list of Employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is provided in Annexure-A to the Directors' Report.

18. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Section 217(1)(e) with respect to Conservation of Energy, Technology Absorption & Foreign Exchange Earnings and Outgo, pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure-B to the Report.

19. ACKNOWLEDGMENTS

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the Industry. The Directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of the Company. The Directors wish to thank Specialty Process LLC., U.S.A for the technical and financial support extended to the Company throughout the journey of the Company. The Management would like to express its deep appreciation for the support extended by Corporation Bank, Standard Chartered Bank, IDBI Bank, HDFC Bank and other agencies working with the Company.

For, Astral Poly Technik Limited For, Astral Poly Technik Limited

Sandeep P. Engineer Jagruti S. Engineer

Managing Director Executive Director

Place : Ahmedabad

Date : May 22, 2012

Mar 31, 2011

The Directors have pleasure in presenting the 15th Annual Report of the Company together with the Audited Statements of Accounts for the year ended on March 31, 2011.

1. FINANCIAL HIGHLIGHTS

The standalone Financial Results for the year are as follows: (Rs. In Lacs)

Financial Year Particulars 2009-10

Net Sales/Income from Operations 41,082.47 29,018.80

Other Operating Income 64.23 80.40

Total Income 41,146.70 29,099.20

Total Expenditure 35,752.99 24,824.19

Profit Before Depreciation, Interest and Tax 5,393.71 4,275.01

Interest 459.17 484.21

Depreciation 1,071.92 860.43

Profit Before Exceptional Items 3,862.62 2,930.37

Other Non Operating (Income) Expenses/Exceptional Items (357.09) (442.41)

Profit Before Tax 4,219.71 3,372.78 Provision for Taxation (Including prior year adjustments) 860.38 569.98

Net Profit for the year 3,359.33 2,802.80

2. DIVIDEND

Your Directors are pleased to recommend a final Dividend of Rs.0.625/- per Equity Share of Rs. 5/- each for the Financial Year 2010-2011, if approved by the Shareholders at the Annual General Meeting, in addition to the Interim Dividend of Re. 0.50/- per Share,. The Dividend will absorb Rs. 140.48 Lacs in addition to the Interim Dividend of Rs. 112.38 Lacs paid during the year and the Dividend Distribution Tax payable by the Company will amount to Rs. 22.79 Lacs in addition to the Tax of Rs. 18.66 Lacs already paid on Interim Dividend.

3. FINANCIAL AND OPERATIONAL REVIEW

During the year under review, your Company has continued its growth momentum, and has crossed a land mark figure of Rs. 451.00 Crores in Sales (Gross). Net sales amounted to Rs. 410.82 Crores as compared to Rs. 290.19 Crores in the previous year, recording a growth of 42%. The EBITDA has increased by 26% from Rs. 42.75 Crores to Rs. 53.94 Crores and Net Profit has increased by 20% from Rs. 28.03 Crores to Rs. 33.59 Crores. Export Sales of your Company has also increased from Rs. 544.40 Lacs to Rs. 656.76 Lacs recording a rise of 21%.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW

We are happy to inform you that due to continuous increase in the demand for the CompanyÃs Products, the Company has increased its capacity from 30,867 M.T. to 48,432 M.T. showing an increase of 57 % involving a Capex out flow of Rs.27 Crores. Further we are happy to inform you that during the year under review your Company was able to utilize its capacity to the tune of 28,289 M.T. which is 92% of the capacity as at the end of the last year.

As usual, our business was at its peak in the last quarter and we were able to utilize the new capacity which the Company added in the last quarter. The utilization in the last quarter was 9,867 M.T. as against the new quarterly capacity of 12,108 M.T. with an implicit utilization rate of 81%.

As indicated in our earlier Reports, your Company has launched a few new Products like SWR, Under Ground, Foam Core pipes & Fitting along with the Manholes in the Indian market which have evoked good response. Your Company has introduced these new Products in the selected segments of the market. Your Company proposes to gradually extend the market coverage of these Products in the days ahead. This has also

contributed a lot to capacity utilization during the year under review and will further help us to improve capacity utilization once we open all the Products on PAN India basis.

During the year under review, the CompanyÃs Joint Venture unit "ASTRAL TECHNOLOGIES LIMITEDÃ in Kenya has also started production and your Company expects that it would contribute to the growth of revenue of your Company in the year 2011-12.

5. CREDIT RATING

During the year under review, the Company has been able to maintain the following Credit Ratings from CRISIL for its various Bank facilities. :

Sr.No. Facility Rating

1 Cash Credit Limit A/Stable

2 Long Term Loan A/Stable

3 Letter of Credit P1

4 Bank Guarantee P1

6. INVESTMENT IN JOINT VENTURE COMPANY IN KENYA

During the current year, the Company has further invested Rs.111.36 Lacs in Kenyan Joint Venture Company "ASTRAL TECHNOLOGIES LIMITEDÃ. Hence the Companys total investment in Kenyan JV is Rs.193.02 Lacs.

Since the Company has already started production during the current year, the revenue growth will be seen from current year onwards.

7. SUBSIDIARY COMPANIES

Astral Biochem Private Limited: During the year under review, there was no activity in the said Subsidiary Company.

Advanced Adhesives Limited: During the year under review, your Company has acquired 85% stake in the said Subsidiary which will start production of Solvent Cement used for joining the pipes and fittings.

At present the Solvent Cement is imported by your Company from IPS Corporation, a USA based Company. Advanced Adhesives Limited has entered into an agreement with IPS Corporation for manufacturing Solvent Cement in India. Machinery has already been installed and production is expected to commence in Q3.

8. CONSOLIDATED FINANCIAL STATEMENT

The Shareholders may refer to the statement under Section 212 of the Companies Act, 1956 and information on the financial statements of Subsidiary Companies appended to the above statement under Section 212 of the Companies Act, 1956 in this Annual Report, for further information on the Subsidiaries.

The Consolidated Financial Statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India (ICAI) also form part of this Annual Report.

9. MANAGEMENT DISCUSSION AND ANALYSIS STATEMENT

Management Discussion and Analysis Statement which is required under the Listing Agreement with the Stock Exchanges is given in Annexure Ã D to the Directors Report.

10. CORPORATE GOVERNANCE

A separate Report on Corporate Governance, along with Auditors Certificate relating thereto is given in Annexure Ã C to the Directors Report.

11. INSURANCE

The Fixed Assets and Stocks of the Company are adequately insured.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that:

(i) in the preparation of the Annual Accounts, the applicable Accounting Standards have been followed ;

(ii) the Directors have selected such Accounting Policies and have applied them consistently and have made judgments and estimates 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 or loss of the Company for the period;

(iii) the Directors have taken proper and sufficient care for the maintenance of adequate Accounting records in accordance with the Provisions of the Act for safeguarding the Assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The Annual Accounts have been prepared on a going concern basis.

13. DIRECTORS

Mr. Nimish G. Dalal and Mr. Kyle A. Thompson, the Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The requisite particulars in respect of Directors seeking reappointment are given in Corporate Governance Report which is given in Annexure C to the Directors Report.

14. AUDITORS

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a Certificate of their eligibility for re-appointment under Section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue.

15. PARTICULARS OF EMPLOYEES

The list of Employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is provided in Annexure- A to the Directors Report.

16. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Section 217(1)(e) with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure-B to the Report.

17. ACKNOWLEDGMENTS:

Your Company has maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. The Directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of the Company. The Directors wish to thank Specialty Process LLC., U.S.A for the technical and financial support extended to the Company throughout the journey of the Company. The Management would like to express its deep appreciation for the support extended by Corporation Bank, Standard Chartered Bank, IDBI Bank and other agencies working with the Company.

For, Astral Poly Technik Limited For, Astral Poly Technik Limited

Sandeep P. Engineer Jagruti S. Engineer Managing Director Executive Director

Place: Ahmedabad Date: May 20, 2011

Mar 31, 2010

The Directors have pleasure in presenting the 14th Annual Report of the Company together with the audited statements of accounts for the year ended on March 31, 2010.

1. FINANCIAL HIGHLIGHTS

The standalone financial results for the year are as follows: (Rs. In Lacs) Financial Year Particulars 2009-10 2008-09 Net Sales/Income from Operations 29,018.80 19,326.18 Other Operating Income 80.40 121.86 Total Income 29,099.20 19,448.04 Total Expenditure 24,824.19 16,360.98 Profit Before Depreciation, Interest, Tax & Exceptional Items 4,275.01 3,087.06 Interest 484.21 531.19 Depreciation 860.43 617.49 Profit Before Exceptional Items 2,930.37 1,938.38 Other Non Operating (Income) Expenses / Exceptional Items (442.41) 312.85 Profit Before Tax 3,372.78 1,625.53 Provision for Taxation 569.98 206.48 Net Profit for the year 2,802.80 1,419.05

2. DIVIDEND

Your Directors are pleased to recommend a final dividend of Re 1/- per share for the year 2009-2010 in addition to the Interim Dividend of Re 1/- per share, if approved by the shareholders at the Annual General Meeting. The dividend will absorb Rs. 112.38 Lacs in addition to the Interim Dividend of Rs. 112.38 Lacs paid during the year and the Dividend Distribution Tax payable by the Company will amount to Rs. 18.66 Lacs in addition to the Tax of Rs. 19.10 Lacs already paid on Interim Dividend.

3. FINANCIAL AND OPERATIONAL REVIEW

Continuing its growth momentum, your Company, during the year under review, has crossed a land mark figure of Rs. 300 Crores in Sales (Gross). Net sales amounted to Rs. 290.19 Crores compared to Rs. 193.26 Crores in the previous year recording a growth of 50%. The EBITA has increased by 38% from Rs. 30.87 Crores to Rs. 42.75 Crores and Net Profit has increased by 98%. from Rs. 14.19 Crores to Rs. 28.03 Crores. Export Sales of your Company also increased from Rs. 379.95 Lacs to Rs. 544.40 Lacs recording a rise of 43.28%.

4. PROJECT IMPLEMENTATION AND PERFORMANCE REVIEW

We are pleased to inform you that in the year 2008-09, your Company increased its installed capacity by 120% from 11,800 M.T. to 25,968 M.T. Your Company has utilized the capacity to the extent of 19,411 M.T. during the year 2009-10 with a utilization rate of 75%. Further, looking to the growth of the Indian economy, particularly in the segment in which your Company operates, your Directors feel that the industry offers good potential for growth and hence decided to further increase the capacity from 25,968 M.T. to 30,867 M.T. during the year. Your Company is planning to further increase its installed capacity during the year 2010-11.

Various products launched by the Company during the last year, such as SWR Pipes, Underground Drainage Pipes, Foam Core Pipes etc. are getting very good response from the local markets. Your Company is planning to launch these products on PAN INDIA basis during the current year 2010-11. Further during the current year, your Company completed the trials of Manholes and Inspection Chambers which will be shortly launched in the Indian Market. Your Company expects a good market for these new products.

We are proud to state that as of now, Astral is the only Company in the Indian market whose CPVC products

are approved by the NSF, signifying the commitment of your Company to maintain the superior quality of its products and its unique brand image.

5. CREDIT RATING

Your Company has secured the following Credit Ratings for various Bank facilities aggregating to Rs. 100 Crores. :

Sr. No. Facility Rating 1. Cash Credit Limit A-/ Stable 2. Long Term Loan A-/ Stable 3. Proposed Long Term Bank Facility A-/ Stable 4. Letter of Credit P2+ 5. Bank Guarantee P2+ 6. Proposed Short Term Bank Loan Facility P2+

6. ADDITIONAL INVESTMENT IN JOINT VENTURE

Your Directors are pleased to inform you that during the year, your Company has increased its stake in ASTRAL TECHNOLOGIES LIMITED - KENYA from 26% to 31.90%. Accordingly, your Company has made additional investment of Rs. 71.01 Lacs by way of investment in equity and unsecured loan in the Joint Venture Company. The JV Company has already placed orders for machineries which are expected to arrive in the month of June, 2010 and it will start commercial production by August 2010. Till then, the Company will import pipes and fittings for trading from Astral Poly Technik Limited, India. After commencing production in Nairobi, it will import only the fittings and also the various pipes which it will not manufacture in its plant. We are quite sure that once the production in Nairobi picks up, the volume growth will increase substantially, as the products will become relatively cheap due to lower import duty and logistic cost.

7. SUBSIDIARY COMPANY

Astral Biochem Private Limited is a wholly owned subsidiary of your Company. The subsidiary Company has already acquired land admeasuring 67,796 Square Mtrs at GIDC-Dahej Dist: Bharuch and is looking forward to setting up a suitable project during the coming years. During the year, there was no activity in the subsidiary Company.

8. CONSOLIDATED FINANCIAL STATEMENT

The shareholders may refer to the statement under Section 212 of the Companies Act, 1956 and information on the financial statements of subsidiary Company appended to the above Statement under Section 212 of the Companies Act, 1956 in this Annual Report, for further information on the subsidiary.

The consolidated financial statements, in terms of Clause 32 of the Listing Agreement and in terms of Accounting Standard 21 issued by the Institute of Chartered Accountants of India (ICAI) also form part of this Annual Report.

9. MANAGEMENT DISCUSSIONS AND ANALYSIS STATEMENT

Management Discussion and Analysis Report which is required under the Listing Agreement with the Stock Exchange is given in Annexure Ã D to the Directors Report.

10. CORPORATE GOVERNANCE

A separate report on Corporate Governance, along with Auditors Certificate relating thereto is given in Annexure Ã C to the Directors Report.

11. INSURANCE

The fixed assets and stocks of the Company are adequately insured.

12. DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to Section 217(2AA) of the Companies Act, 1956, the Directors confirm that :

(i) in the preparation of the annual accounts, the applicable accounting standards have been followed ;

(ii) the directors have selected such accounting policies and have applied them consistently and have made

judgments and estimates 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 or loss of the Company for the period;

(iii) the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) The annual accounts have been prepared on a going concern basis.

13. DIRECTORS

Mr. K.R. Shenoy and Mr. Pradip N. Desai are liable to retire by rotation at the ensuing Annual General Meeting and being eligible, offer themselves for reappointment. The requisite particulars in respect of directors seeking reappointment are given in Annexure C to the Directors Report.

14. AUDITORS

M/s. Deloitte Haskins & Sells, the Statutory Auditors of the Company retire at the forthcoming Annual General Meeting and are eligible for re-appointment. The retiring Auditors have furnished a certificate of their eligibility for re-appointment under section 224(1B) of the Companies Act, 1956 and have indicated their willingness to continue.

15. PARTICULARS OF EMPLOYEES

The list of Employees covered under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 is provided in Annexure- A to the Directors Report.

16. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars of Section 217(1)(e) with respect to conservation of energy, technology absorption and foreign exchange earnings and outgo, pursuant to the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are provided in the Annexure-B to the Report.

17. ACKNOWLEDGMENTS

Your Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinted efforts of the employees have enabled your Company to remain at the forefront of the industry. The Directors place on record their sincere appreciation for significant contributions made by the employees through their dedication, hard work and commitment towards the success and growth of the Company. The Directors wish to thank Specialty Process LLC., U.S.A. for the technical and financial support extended to the Company throughout the year. The Management would like to express its deep appreciation for the support extended by Corporation Bank, Standard Chartered Bank, IDBI Bank and other agencies working with the Company.

For Astral Poly Technik Limited For Astral Poly Technik Limited Sandeep P. Engineer Pradip N. Desai Managing Director Director Place: Ahmedabad Date: May 21, 2010

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