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Directors Report of Astral Poly Technik Ltd.

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 – D to the Directors'' Report.

11. CORPORATE GOVERNANCE

A separate Report on Corporate Governance, along with Auditors'' Certificate relating thereto is given in Annexure – 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

 
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