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अस्टेक लाइफ निदेशकों की रिपोर्ट, अस्टेक लाइफ निर्देशकों द्वारा रिपोर्ट

अस्टेक लाइफ

बीएसई: 533138  |  NSE: ASTEC  |  ISIN: INE563J01010  |  Pharmaceuticals

खोजें अस्टेक लाइफ कनेक्शन Mar 18
निदेशकों की रिपोर्ट वर्षांत : Mar '19

The Directors have pleasure in presenting this 25th (Twenty Fifth) Directors’ Report along with the Audited Financial Statements for the Financial Year ended 31st March, 2019.

1. HIGHLIGHTS OF FINANCIAL PERFORMANCE:

Your Company’s financial performance during the Financial Year 2018-19 as compared to that of the previous Financial Year 2017-18 is summarized below:-

(Rs. in Lakh)

Particulars

Standalone

Consolidated

2018-19

2017-18

2018-19

2017-18

Revenue from Operations

43,090.12

37,084.52

43,090.12

37,084.52

Other Income

1,110.07

810.62

1,115.66

810.62

Total Income

44,200.19

37,895.14

44,205.78

37,895.14

Total Expenses

38,620.86

32,742.57

38,615.37

32,739.19

Profit /(Loss) Before Exceptional Items and Tax

5,579.33

5,152.57

5,590.41

5,155.95

Less: Exceptional Gain/(Loss)

-

415.21

-

415.21

Profit /(Loss) Before Tax

5,579.33

5,567.78

5,590.41

5,571.16

Less: Current Tax

1,528.88

1,737.13

1,530.88

1,738.51

Less: Deferred Tax

442.22

206.99

442.94

207.77

Less: Adjustment for Tax of previous years (Net)

39.63

126.58

40.05

121.14

Profit/(Loss) After Tax

3,568.60

3,497.08

3,576.54

3,503.74

Other Comprehensive Income (Net of Tax)

18.69

(28.30)

19.45

(28.89)

Total Comprehensive Income

3,587.29

3,468.78

3,595.99

3,474.85

Total Comprehensive Income attributable to:

- Owners of Astec LifeSciences Limited

N.A.

N.A.

3,593.13

3,461.51

- Non-controlling interests

N.A.

N.A.

2.86

13.34

(N.A.: Not Applicable)

2. REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY AND ITS SUBSIDIARIES: REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE COMPANY:

Your Company manufactures agrochemical active ingredients (technical), bulk and formulations, intermediate products and sells its products in India as well as exports them to approximately 24 countries.

Your Company continues to maintain strong performance for the Financial Year 2018-19, with Revenue from Operations of the business growing by 16.2% and Profit Before Tax (PBT) excluding Exceptional Items increasing to Rs. 5,590.41 Lakh from Rs. 5,155.95 Lakh for the previous Financial Year 2017-18.

During the Financial Year 2018-19, revenue growth was supported both by the export business and the domestic business. Going forward, your Company will continue to focus on both the markets and develop manufacturing capabilities which should cater to the key changes emerging in agrochemical industry. Your Company will keep on working towards adding new multinational customers for ensuring sustained business growth.

There has been no change in the nature of business of your Company during the Financial Year 2018-19.

REVIEW OF OPERATIONS / STATE OF AFFAIRS OF THE SUBSIDIARIES OF THE COMPANY:

Your Company had the following 3 (three) subsidiaries during the Financial Year (F.Y.) 2018-19:-

(i) Behram Chemicals Private Limited:

During the Financial Year ended 31st March, 2019, Behram Chemicals Private Limited reported Profit Before Tax of Rs. 10.36 Lakh, as compared to Profit Before Tax of Rs. 6.53 Lakh during the previous Financial Year 2017-18.

(ii) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia):

For the year ended 31st March, 2019, Comercializadora Agricola Agroastrachem Cia Ltda reported Loss Before Tax of (Rs. 0.05) Lakh, as compared to Loss Before Tax of (Rs. 1.42) Lakh reported during the previous year.

(iii) Astec Europe Sprl (Belgium, Europe):

During the year ended 31st March, 2019, Astec Europe Sprl reported Profit Before Tax of Rs. 0.75 Lakh, as compared to Loss Before Tax of (Rs. 1.75) Lakh reported during the previous year.

3. DIVIDEND:

Your Directors have recommended a Final Dividend of 15% (Fifteen per cent) on the Equity Share Capital of your Company, i.e., Rs. 1.50 (Rupee One and Paise Fifty Only) per Equity Share of Face Value of Rs. 10/- (Rupees Ten Only) each for the Financial Year ended 31st March, 2019, subject to approval of the Shareholders at the ensuing 25th (Twenty Fifth) Annual General Meeting of the Company.

The Dividend will be paid to the Shareholders whose names appear in the Register of Members of the Company as on Friday, 19th July, 2019 and in respect of shares held in dematerialized form, it will be paid to Shareholders whose names are furnished by National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL), as the beneficial owners as on that date.

The Dividend payout for the Financial Year under review is in accordance with the Company’s Dividend Distribution Policy.

4. TRANSFER TO RESERVES:

Your Directors do not propose to transfer any amount to any reserve during the Financial Year ended 31st March, 2019.

5. PARTICULARS OF LOANS, INVESTMENTS AND GUARANTEES:

The details of Loans, Investments and Guarantees covered under Section 186 of the Companies Act, 2013 form a part of the Notes to the Financial Statements provided in this Annual Report.

6. FINANCE:

Your Company continues to manage its treasury operations efficiently and has been able to borrow funds for its operations at competitive rates.

During the Financial Year 2018-19, ICRA Limited have assigned the Credit Ratings for Rs. 45,500 Lakh Line of Credit (LOC) and Rs. 10,000 Lakh Commercial Paper programme availed by the Company, as under:-

1. Long-term rating from “[ICRA]A” (pronounced ‘ICRA A’) to “[ICRA]A ” (pronounced ‘ICRA A plus’), which was further upgraded to “[ICRA]AA-” (pronounced ‘ICRA double A minus’);

2. Short-term rating from “[ICRA]A1” (pronounced ‘ICRA A one’) to “[ICRA]A1 ” (pronounced ‘ICRA A one plus’); and

3. Commercial Paper programme at “[ICRA]A1 ” (pronounced ‘ICRA A one plus’).

7. SHARE CAPITAL:

The Authorized Equity Share Capital of the Company as on 31st March, 2019 was Rs. 25,00,00,000/-(Rupees Twenty Five Crore Only), comprising of 2,50,00,000 (Two Crore Fifty Lakh) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each. The Paid-up Equity Share Capital as on 31st March, 2019 was Rs. 19,55,26,550/- (Rupees Nineteen Crore Fifty Five Lakh Twenty Six Thousand Five Hundred and Fifty Only) comprising of 1,95,52,655 (One Crore Ninety Five Lakh Fifty Two Thousand Six Hundred Fifty Five Only) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each.

During the Financial Year under review, the Company has allotted 25,000 (Twenty Five Thousand) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each pursuant to exercise of Options by the employees of the Company under Employees Stock Option Plan, 2012 (ESOP 2012) and Employees Stock Option Scheme, 2015 (ESOS 2015).

8. MANAGEMENT DISCUSSION AND ANALYSIS REPORT:

The Management Discussion and Analysis Report for the year under review, as stipulated under Regulation 34(2) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms part of the Annual Report.

9. HOLDING COMPANY:

Godrej Agrovet Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited), is, inter-alia, engaged in the business of manufacture and marketing of animal feeds, agricultural inputs and oil palm and is the Holding Company of your Company. The shareholding of Godrej Agrovet Limited in the Company as on 31st March, 2019 was 57.67% [i.e. 1,12,75,466 (One Crore Twelve Lakh Seventy Five Thousand Four Hundred Sixty Six) Equity Shares of Face Value of Rs. 10/- (Rupees Ten Only) each] of the Paid-up Equity Share Capital of the Company.

Godrej Agrovet Limited, in turn, is a subsidiary of Godrej Industries Limited, a listed company (listed on BSE Limited and National Stock Exchange of India Limited). Godrej Industries Limited was a subsidiary of Vora Soaps Limited upto 23rd December, 2018, which has now merged with Godrej Industries Limited.

During the Financial Year 2018-19, the Company has filed an application with the Hon’ble National Company Law Tribunal, Mumbai Bench for merger / amalgamation of the Company with Godrej Agrovet Limited (Holding Company) and the same is under process.

10. SUBSIDIARY COMPANIES:

Your Company had the following Subsidiary Companies during the Financial Year 2018-19:

Sr. No.

Name of the Subsidiary Company

Shareholding in %

Nature of Activity

Review of Operations and Financial Performance of Subsidiary Companies

1

Behram Chemicals Private Limited

65.63%

This company has given its Plot at Mahad (Maharashtra) to Astec LifeSciences Limited on Leave and License basis.

For the Financial Year ended 31st March, 2019, Operating Profit, i.e., EBITDA is Rs. 11.24 Lakh, against Operating Profit of Rs. 7.44 Lakh reported for the Financial Year ended 31st March, 2018. Profit After Tax is Rs. 7.22 Lakh for the Financial Year ended 31st March, 2019, as compared to the Profit After Tax of Rs. 9.80 Lakh reported for the Financial Year ended 31st March, 2018.

2

Astec Europe Sprl

50.10%

This foreign subsidiary company, having its Registered Office in Belgium, Europe, is engaged in the business of distribution of Agrochemicals.

For the year ended 31st March, 2019, Operating Profit, i.e., EBITDA is Rs. 0.75 Lakh, against Operating Loss of (Rs. 1.65) Lakh reported for the year ended 31st March, 2018. Profit After Tax is Rs. 0.75 Lakh for the year ended 31st March, 2019, as compared to the Loss After Tax of (Rs. 1.75) Lakh reported for the year ended 31st March, 2018.

3

Comercializadora Agricola Agroastrachem Cia Ltda

100%

This foreign subsidiary company, having its Registered Office in Bogota, Colombia, is engaged in the business of obtaining product registrations in conformity with local laws of the country. This company is yet to start any major commercial activity.

For the year ended 31st March, 2019, Operating Loss, i.e., EBITDA is (Rs. 0.05) Lakh, against Operating Loss of (Rs. 1.42) Lakh reported for the year ended 31st March, 2018. Loss After Tax is (Rs. 0.05) Lakh for the year ended 31st March, 2019, as compared to the Loss After Tax of (Rs. 1.42) Lakh reported for the year ended 31st March, 2018.

REPORT ON PERFORMANCE AND FINANCIAL POSITION OF SUBSIDIARY COMPANIES:

Report on Performance and Financial Position of each of the Subsidiary Companies included in Consolidated Financial Statement forms a part of the Directors’ Report and is annexed herewith in Form AOC-1 as ‘Annexure A’.

11. CONSOLIDATED FINANCIAL STATEMENTS:

The Consolidated Financial Statements of your Company are prepared in accordance with the relevant Indian Accounting Standards (Ind AS), i.e., Ind AS 110 issued by the Institute of Chartered Accountants of India (ICAI) and form a part of this Annual Report. Accordingly, the Annual Report of your Company does not contain the Financial Statements of its subsidiary companies. The Annual Accounts and related information of the Company’s subsidiaries will be made available upon request. In accordance with Section 136 of the Companies Act, 2013, the Audited Financial Statements, including Consolidated Financial Statements and related information of the Company and Audited Accounts of each of the subsidiaries, are available on the Company’s website, www.astecls.com at the weblink http://www.astecls.com/financial-updates.aspx. These documents will also be available for inspection during all days except Saturdays, Sundays and Public Holidays between 10.00 a.m. (IST) to 4.00 p.m. (IST) at the Company’s Registered Office in Mumbai, Maharashtra.

The Company did not have any Joint Venture / Associate during the Financial Year under review. The Company has 3 (three) Subsidiaries, viz.: (1) Behram Chemicals Private Limited, (2) Astec Europe Sprl (Belgium, Europe), and (3) Comercializadora Agricola Agroastrachem Cia Ltda (Bogota, Columbia).

12. DIRECTORS:

In accordance with the provisions of Section 152(6) of the Companies Act, 2013 read with and the Company’s Articles of Association, Mr. Rakesh Dogra, Non-Executive, Non-Independent Director of the Company is liable to retire by rotation at the forthcoming 25th (Twenty Fifth) Annual General Meeting (AGM), and being eligible, has offered himself for re-appointment.

Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at their respective Meetings held on 29th March, 2019, Mr. Ashok V. Hiremath has been re-appointed as the “Managing Director” of the Company for a period of 1 (one) year with effect from 1st April, 2019 upto 31st March, 2020, subject to approval of Shareholders at the ensuing AGM, on the terms and conditions as may be approved by the Shareholders.

Upon recommendation of the Nomination and Remuneration Committee and as approved by the Board of Directors at their respective Meetings held on 30th April, 2019, Mr. Arijit Mukherjee has been re-appointed as the “Whole-Time Director” of the Company for a period of 3 (three) years with effect from 4th May, 2019 upto 3rd May, 2022, subject to approval of Shareholders at the ensuing AGM, on the terms and conditions as may be approved by the Shareholders.

Appropriate resolutions for re-appointment of Mr. Rakesh Dogra as the “Non-Executive, NonIndependent Director”, Mr. Ashok V. Hiremath as the “Managing Director” and Mr. Arijit Mukherjee as the “Whole-Time Director”, are being moved at the ensuing 25th (Twenty Fifth) AGM, which the Board of Directors recommends for your approval.

Pursuant to the provisions of Regulation 34(3) read with Schedule V of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Company has obtained a Certificate from a Company Secretary in Practice certifying that none of the Directors of the Company have been debarred or disqualified from being appointed or continuing as Directors of companies by the Securities and Exchange Board of India (SEBI) or by the Ministry of Corporate Affairs (MCA) or by any such statutory authority.

13. MEETINGS OF THE BOARD OF DIRECTORS:

The Board of Directors of your Company met 6 (six) times during the Financial Year ended 31st March, 2019 (on 2nd May, 2018, 1st August, 2018, 14th September, 2018, 26th October, 2018, 25th January, 2019 and 29th March, 2019). The details of Board Meetings and the attendance of the Directors thereat are provided in the Corporate Governance Report. The intervening time gap between two consecutive Meetings was within the period prescribed under the Companies Act, 2013.

14. BOARD EVALUATION:

The Board has carried out an Annual Performance Evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Committees. A structured questionnaire was prepared after taking into consideration various aspects of the Board’s functioning, composition of the Board and its Committees, culture, execution and performance of specific duties, obligations and governance. The performance evaluation of the Chairman and Non - Independent Directors was carried out by the Independent Directors. The confidential online questionnaire was responded to by all the Directors and vital feedback was received from them on how the Board currently operates and how it might improve its effectiveness. The Board of Directors has expressed its satisfaction with the evaluation process.

15. INDEPENDENT DIRECTORS:

Your Company has received declarations from all the Independent Directors of the Company, confirming that they meet the criteria of independence as prescribed under Section 149(6) of the Companies Act, 2013 and Regulation 16(b) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 and the same have been taken on record by the Board after undertaking due assessment of the veracity of the same.

The criteria for determining qualification, positive attributes and independence of Directors is provided in the Nomination and Remuneration Policy of the Company is available on the website, viz., www.astecls.com at the weblink http://www.astecls.com/codes-and-policies.aspx

All the Independent Directors of the Company have complied with the Code for Independent Directors prescribed in Schedule IV to the Companies Act, 2013. The details of familiarization programmes attended by the Independent Directors during the Financial Year 2018-19 are available on the website of the Company, www.astecls.com at the weblink http://www.astecls.com/listing-compliance.aspx.

The Independent Directors met once during the Financial Year 2018-19, i.e., on 2nd May, 2018. The Meeting of the Independent Directors was conducted without the presence of the Chairman, Managing Director, Whole-Time Director and Non-Executive Directors.

16. DIRECTORS’ RESPONSIBILITY STATEMENT:

Pursuant to Section 134 of the Companies Act, 2013 (“the Act”), your Directors, to the best of their knowledge and ability, confirm as under:

a) that in the preparation of the Annual Accounts for the Financial Year ended 31st March, 2019, the applicable Accounting Standards have been followed along with proper explanation relating to material departures, if any;

b) that such accounting policies have been selected and applied consistently, and such judgments and estimates have been made that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and the profit of the Company for the Financial Year ended as at that date;

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

d) that the Annual Accounts for the Financial Year ended 31st March, 2019 have been prepared on a going concern basis;

e) the Directors had laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively;

f) that proper systems are in place to ensure compliance of all laws applicable to the Company and that such systems are adequate and operating effectively.

17. KEY MANAGERIAL PERSONNEL:

The following are the Key Managerial Personnel (KMP) of the Company pursuant to the provisions of Section 203 of the Companies Act, 2013, during the Financial Year 2018-19:-

- Mr. Ashok V. Hiremath, Managing Director

- Mr. Arijit Mukherjee, Whole - Time Director

- Mr. Saurav Bhala, Chief Financial Officer

- Ms. Tejal Jariwala, Company Secretary & Compliance Officer (upto 31st October, 2018)

- Ms. Tejashree Pradhan, Company Secretary & Compliance Officer (w.e.f. 1st November, 2018)

18. STATUTORY AUDITORS:

M/s. B S R & Co. LLP, Chartered Accountants, Mumbai (Firm Registration Number: 101248W/W-100022) were appointed as the “Statutory Auditors” of your Company by the Shareholders at the 23rd (Twenty Third) Annual General Meeting held on 28th July, 2017 for a term of 5 (five) consecutive years, which was subject to ratification by the Members at every Annual General Meeting.

The Shareholders of the Company, at their 24th (Twenty Fourth) Annual General Meeting held on 1st August, 2018, have ratified the appointment of Statutory Auditors to hold office from the conclusion of the 24th (Twenty Fourth) Annual General Meeting till the conclusion of the 28th (Twenty Eighth) Annual General Meeting, i.e., for the Financial Years from 2018-19 to 2021-22, at such remuneration as may be mutually agreed upon between them and the Company.

19. COST RECORDS AND COST AUDITORS:

Pursuant to Section 148 of the Companies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014 and the Companies (Cost Records and Audit) Rules, 2014, cost records are required to be maintained by your Company and the same are required to be audited. The Company accordingly maintains the required cost accounts and records.

Your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 2nd May, 2018, re-appointed M/s. NNT & Co., Cost Accountants, Mumbai (Firm Registration Number: 28904) as the “Cost Auditors” of the Company for the Financial Year 2018-19.

Further, your Board of Directors have, on recommendation of the Audit Committee, at its Meeting held on 30th April, 2019, re-appointed M/s. NNT & Co. as the “Cost Auditors” for the Financial Year 2019-20 and their remuneration for the said Financial Year is being placed before the Shareholders for their ratification at the ensuing 25th (Twenty Fifth) Annual General Meeting of the Company.

20. SECRETARIAL AUDITORS:

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, your Board of Directors had, on recommendation of the Audit Committee, at its Meeting held on 2nd May, 2018, appointed M/s. BNP & Associates, a firm of Company Secretaries in Practice (Firm Registration Number: P2014MH037400), Mumbai to undertake the Secretarial Audit of the Company for the Financial Year 2018-19.

The Secretarial Audit Report issued by M/s. BNP & Associates, Secretarial Auditors for the Financial Year ended 31st March, 2019, which is an unqualified report, is annexed herewith as ‘Annexure B’.

Your Board of Directors have, on recommendation of the Audit Committee, at its Meeting held on 30th April, 2019, re-appointed M/s. BNP & Associates as the “Secretarial Auditors” for the Financial Year 2019-20.

21. COMPLIANCE WITH THE SECRETARIAL STANDARDS:

The Company is in compliance with the Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI), as applicable.

22. AUDIT COMMITTEE:

Pursuant to the provisions of Section 177 of the Companies Act, 2013 and Regulation 18 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Audit Committee of the Board of Directors comprises of the following Members:-

Name of the Director

Category

Mr. Sitendu Sharma

Chairman (Independent Director)

Mr. Vinod Malshe

Member (Independent Director)

Dr. Leena Raje

Member (Independent Director)

Mr. Vijay Kashinath Khot

Member (Independent Director)

Dr. Brahma Nand Vyas

Member (Independent Director)

Mr. Ashok V. Hiremath

Member (Managing Director)

Mr. Balram Singh Yadav

Member (Non-Executive, Non-Independent Director)

During the Financial Year 2018-19, the Audit Committee was re-constituted by the Board of Directors with effect from 1st August, 2018, by inducting Dr. Brahma Nand Vyas, Independent Director of the Company as a Member of the Committee.

Audit Committee Meetings were held 5 (five) times during the Financial Year 2018-19 (on 2nd May, 2018, 1st August, 2018, 14th September, 2018, 26th October, 2018 and 25th January, 2019). The Statutory Auditors, Internal Auditors and Chief Financial Officer attend the Audit Committee Meetings as invitees. The Company Secretary and Compliance Officer acts as Secretary to the Audit Committee. The Board has accepted all the recommendations of the Audit Committee.

23. NOMINATION AND REMUNERATION COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 19 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted its Nomination and Remuneration Committee comprising of the following Members:-

Name of the Director

Category

Mr. Vinod Malshe

Chairman (Independent Director)

Dr. Leena Raje

Member (Independent Director)

Mr. Balram Singh Yadav

Member (Non-Executive, Non-Independent Director)

During the Financial Year 2018-19, there was no change in the composition of the Nomination and Remuneration Committee.

Nomination and Remuneration Committee Meetings were held 4 (four) times during the Financial Year 2018-19 (on 2nd May, 2018, 26th October, 2018, 25th January, 2019 and 29th March, 2019).

24. CORPORATE SOCIAL RESPONSIBILITY (“CSR”): COMPOSITION OF CSR COMMITTEE OF THE BOARD OF DIRECTORS:

Pursuant to the provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, the CSR Committee of the Board of Directors comprises of the following Members:-

Name of the Director

Category

Mr. Vinod Malshe

Chairman (Independent Director)

Dr. Leena Raje

Member (Independent Director)

Mr. Balram Singh Yadav

Member (Non-Executive, Non-Independent Director)

Mr. Ashok V. Hiremath

Member (Managing Director)

During the Financial Year 2018-19, there was no change in the composition of the CSR Committee. CSR Committee Meeting was held once during the Financial Year 2018-19 (on 2nd May, 2018).

CSR POLICY AND AREAS OF CSR EXPENDITURE:

A brief outline of the Company’s CSR Policy, including overview of projects or programs proposed to be undertaken and a reference to the web-link to the CSR Policy is as under:

The CSR Policy of your Company aligns itself with the Godrej Group’s (Group) ‘Good & Green’ vision of creating a more inclusive and greener India. Each of your Company’s CSR projects are aligned with the Good & Green goals of the Group and correspond to different items listed in Schedule VII to the Companies Act, 2013.

Your Company aspires to become a sustainable Company through leadership commitment, multiple stakeholder engagements and disciplined value chain mechanisms. Your Company’s holistic approach towards sustainability not only manages its externalities but also integrates the prevalent social and environmental issues into business strategies to provide tangible solutions which benefit the communities around its manufacturing sites brings upliftment for holistic development of the communities.

The CSR Policy of your Company is uploaded on the website, viz., www.astecls.com at the weblink http://www.astecls.com/codes-and-policies.aspx.

AMOUNT OF CSR SPENDING:

Your Company was required to spend Rs. 57.46 Lakh towards CSR Activities in terms of provisions of Section 135 of the Companies Act, 2013 and the Companies (Corporate Social Responsibility Policy) Rules, 2014, during the Financial Year 2018-19. Your Company has spent Rs. 57.53 Lakh towards CSR Activities. Your Company is in process of taking up different projects for the improvement of sanitation, agriculture and livelihoods as well as education and skilling, for the communities in the areas where it operates.

ANNUAL REPORT ON CSR ACTIVITIES:

The Annual Report on CSR Activities for the Financial Year 2018-19 is annexed herewith as ‘Annexure C’.

25. RISK MANAGEMENT & RISK MANAGEMENT COMMITTEE:

Pursuant to the requirement of Regulation 21 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Risk Management Committee of the Board of Directors comprising of the following Members:-

Name of the Member

Category

Mr. Ashok V. Hiremath

Chairman (Managing Director)

Mr. Balram Singh Yadav

Member (Non-Executive, Non-Independent Director)

Mr. Sitendu Sharma

Member (Independent Director)

Mr. Saurav Bhala

Member (Chief Financial Officer)

During the Financial Year 2018-19, there was no change in the composition of the Risk Management Committee.

Meeting of the Risk Management Committee was held once during the Financial Year 2018-19 (on 25th January, 2019).

The details of the Risk Management Committee and its terms of reference are set out in the Corporate Governance Report forming a part of the Annual Report.

Your Company continuously monitors business and operational risks. All key functions and divisions are independently responsible to monitor risks associated within their respective areas of operations such as production, insurance, legal and other issues like health, safety and environment and cyber risks. At present, there are no identified elements of risks which may threaten the existence of the Company.

26. STAKEHOLDERS’ RELATIONSHIP COMMITTEE:

Pursuant to the provisions of Section 178 of the Companies Act, 2013 and Regulation 20 read with Part D of Schedule II of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015, your Company has constituted a Stakeholders’ Relationship Committee of the Board of Directors, comprising of the following Members:-

Name of the Member

Category

Mr. Balram Singh Yadav

Chairman (Non-Executive, Non-Independent Director)

Mr. Sitendu Sharma

Member (Independent Director)

Mr. Vinod Malshe

Member (Independent Director)

During the Financial Year 2018-19, there was no change in the composition of the Stakeholders’ Relationship Committee.

Meeting of the Stakeholders’ Relationship Committee held once during the Financial Year 2018-19 (on 25th January, 2019).

Ms. Tejal Jariwala, Company Secretary & Compliance Officer (upto 31st October, 2018) and thereafter Ms. Tejashree Pradhan (w.e.f. 1st November, 2018) was the Secretary to Stakeholders’ Relationship Committee. The Company Secretary and Compliance Officer attends all the Meetings of the Stakeholders’ Relationship Committee.

The details of Investor Complaints during the Financial Year 2018-19 are as follows:

Complaints outstanding as on 1st April, 2018

0

( ) Complaints received during the Financial Year ended 31st March, 2019

1

(-) Complaints resolved during the Financial Year ended 31st March, 2019

1

Complaints outstanding as on 31st March, 2019

0

There are no pending share transfers as on 31st March, 2019.

27. COMPENSATION COMMITTEE:

Your Company has constituted a Compensation Committee of the Board of Directors, comprising of the following Members:-

Name of the Member

Category

Mr. Sitendu Sharma

Chairman (Independent Director)

Mr. Vinod Malshe

Member (Independent Director)

Mr. Balram Singh Yadav

Member (Non-Executive, Non-Independent Director)

During the Financial Year 2018-19, there was no change in the composition of the Compensation Committee.

Compensation Committee Meetings were held 4 (four) times during the Financial Year 2018-19 (on 2nd May, 2018, 1st August, 2018, 26th October, 2018 and 25th January, 2019).

28. MANAGING COMMITTEE:

Your Company has constituted a Managing Committee of the Board of Directors, comprising of the following Members:

Name of the Member

Category

Mr. Balram Singh Yadav

Chairman (Non-Executive, Non-Independent Director)

Mr. Ashok V. Hiremath

Member (Managing Director)

Mr. Rakesh Dogra

Member (Non-Executive, Non-Independent Director)

During the Financial Year 2018-19, there was no change in the composition of the Managing Committee.

The terms of reference of the Managing Committee include handling of various administrative and other matters of the Company, which have been delegated to the Managing Committee by the Board of Directors from time to time.

29. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE & INTERNAL COMPLAINTS COMMITTEE:

Your Company is committed to creating and maintaining an atmosphere in which employees can work together without fear of sexual harassment, exploitation or intimidation.

The Board of Directors of your Company has constituted Internal Complaints Committee (ICC) pursuant to the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 and the Rules framed thereunder, comprising of the following Members:

1) Ms. Tejal Jariwala, Presiding Officer (upto 31st October, 2018)

Ms. Tejashree Pradhan, Presiding Officer (w.e.f. 1st November, 2018);

2) Dr. Leena Raje, Member;

3) Mr. Saurav Bhala, Member;

4) Mr. Ritesh Bhardwaj, Member;

5) Ms. Sanjivani Sadani, Member;

6) Ms. Sharmila Kher, Member.

The Company has formulated and circulated to all the employees, a Policy on Prevention of Sexual Harassment at Workplace, which provides for a proper mechanism for redressal of complaints of sexual harassment.

The details of complaints with the ICC during the Financial Year 2018-19 are as follows:

Complaints outstanding as on 1st April, 2018

Nil

( ) Complaints filed during the Financial Year ended 31st March, 2019

Nil

(-) Complaints disposed off during the Financial Year ended 31st March, 2019

Nil

Complaints outstanding as on 31st March, 2019

Nil

The Company has complied with the applicable provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition And Redressal) Act, 2013 and the Rules framed thereunder.

30. RELATED PARTY TRANSACTIONS:

All Related Party Transactions entered into by your Company during the Financial Year 2018-19 were on arm’s length basis and in the ordinary course of business. There were no material significant Related Party Transactions entered into by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which may have a potential conflict with the interest of the Company. Prior approval of the Audit Committee of the Board of Directors was obtained for all the Related Party Transactions. Accordingly, as per provisions of Sections 134(3)(h) and 188 of the Companies Act, 2013 read with Rule 8(2) of the Companies (Accounts) Rules, 2014, disclosure of Related Party Transactions in Form AOC-2 is not applicable. Attention of the Shareholders is also drawn to the disclosure of transactions with Related Parties as set out in Note No. 49 of the Standalone Financial Statements, forming part of the Annual Report. None of the Directors have any pecuniary relationships or transactions vis-a-vis the Company.

The Company has entered into Related Party Transactions with Godrej Agrovet Limited, its Promoter, based on considerations of various business exigencies, such as synergy in operations, sectoral specialisation and the Company’s long term strategy. All Related Party transactions are on arm’s length basis and are intended to further the Company’s interests.

31. DISCLOSURES OF TRANSACTIONS OF THE COMPANY WITH ANY PERSON OR ENTITY BELONGING TO THE PROMOTER/PROMOTER GROUP:

The transactions with person(s) or entity(ies) belonging to the Promoter/ Promoter Group which hold(s) 10% (ten per cent) or more shareholding in the Company have been disclosed in the accompanying Financial Statements.

32. CORPORATE GOVERNANCE:

As required by the existing Regulation 34 of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (‘Listing Regulations’), a detailed report on Corporate Governance is included in the Annual Report.

BNP & Associates, Company Secretaries have certified the Company’s compliance of the requirements of Corporate Governance in terms of Regulation 34 of the Listing Regulations and their Compliance Certificate is annexed to the Report on Corporate Governance.

33. POLICIES OF THE COMPANY:

The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (“Listing Regulations”) mandated the formulation of certain policies for all listed companies. All our Corporate Governance Policies are available on the Company’s website, www.astecls.comat the weblink http://www.astecls.com/codes-and-policies.aspx. The Policies are reviewed periodically by the Board and its Committees and are updated based on the need and new compliance requirement.

The key Policies that have been adopted by the Company are as follows:

Risk Management Policy

The Company has in place, a Risk Management Policy which was framed by the Board of Directors of the Company. This Policy deals with identifying and assessing risks such as operational, strategic, financial, security, cyber security, property, regulatory, reputational and other risks and the Company has in place an adequate Risk Management infrastructure capable of addressing these risks. The Board of Directors of your Company is of the opinion that, at present, there are no elements of risks which may threaten the existence of the Company.

Corporate Social Responsibility Policy

The Corporate Social Responsibility Committee has formulated and recommended to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, which has been approved by the Board.

This Policy outlines the Company’s strategy to bring about a positive impact on society through activities and programmes relating to education, sanitation, environment, etc.

Policy for Determining Material Subsidiaries

This Policy is used to determine the material subsidiaries and material non-listed Indian subsidiaries of the Company in order to comply with the requirements of Regulation 16(1)(c), Regulation 24 and Regulation 24A of the Listing Regulations. At present, your Company does not have any material subsidiary.

Nomination and Remuneration Policy

This Policy formulates the criteria for determining qualifications, competencies, positive attributes and independence of a Director and also the criteria for determining the remuneration of the Directors, Key Managerial Personnel and other Senior Management Employees.

Whistle Blower Policy / Vigil Mechanism

Your Company has a Vigil Mechanism / Whistle Blower Policy. The purpose of the Policy is to enable employees to raise concerns regarding unacceptable improper practices and/ or any unethical practices in the organization without the knowledge of the Management. The Policy provides adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to Mr. Sitendu Sharma, Chairman of the Audit Committee, in appropriate or exceptional cases.

Policy on Prevention of Sexual Harassment at Workplace

This Policy provides for a proper mechanism for redressal of complaints of sexual harassment.

Policy on Materiality of Related Party Transactions and dealing with Related Party Transactions

This Policy regulates all transactions between the Company and its Related Parties.

Code of Conduct for Insider Trading

This Policy sets up an appropriate mechanism to curb Insider Trading.

Policy on Criteria for determining Materiality of Events

This Policy applies to disclosures of material events affecting the Company. This Policy warrants disclosure to investors and has been framed in compliance with the requirements of the Listing Regulations.

Policy for Maintenance and Preservation of Documents

The purpose of this Policy is to specify the type of document(s) and time period for preservation thereof based on the classification mentioned under Regulation 9 of the Listing Regulations. This Policy covers all business records of the Company, including written, printed and recorded matter and electronic forms of records.

Archival Policy

This Policy is framed pursuant to the provisions of the Listing Regulations. As per this Policy, all such events or information which have been disclosed to the Stock Exchanges are required to be hosted on the website of the Company for a minimum period of 5 (five) years and thereafter in terms of the Policy.

Dividend Distribution Policy

This Policy is framed by the Board of Directors in terms of the Listing Regulations. The focus of the Company is to have a Policy on distribution of dividend so that the investor may know as to when and how much dividend they may expect.

Code of Practices and Procedures for Fair Disclosure of Unpublished Price Sensitive Information (UPSI)

The Code intends to formulate a stated framework and policy for fair disclosure of events and occurrences that could impact price discovery in the market for the Company’s securities and to maintain the uniformity, transparency and fairness in dealings with all stakeholders and ensure adherence to applicable laws and regulations.

Policy for Procedure for Inquiry in case of Leak of Unpublished Price Sensitive Information (UPSI)

This Policy lays down a procedure for inquiry to be followed in case of leak of Unpublished Price Sensitive Information (UPSI).

Code of Conduct for the Board of Directors and Senior Management Personnel

Your Company has in place, a Code of Conduct for the Board of Directors and Senior Management Personnel which reflects the legal and ethical values to which your Company is strongly committed. The Directors and Senior Management Personnel of your Company have complied with the Code during the Financial Year 2018-19.

Policy to promote Board Diversity

This Policy endeavours to promote diversity at Board level, with a view to enhance its effectiveness.

Policy on Familiarization Programmes for Independent Directors

Your Company has a Policy on Familiarization Programmes for Independent Directors, which lays down the practices followed by the Company in this regard, on a continuous basis.

Human Rights Policy

Your Company has in place, a Human Rights Policy which demonstrates the Company’s commitment to respect human rights and treat people with dignity and respect in the course of conduct of its business.

34. MANAGERIAL REMUNERATION:

It is hereby confirmed that the remuneration paid to Directors, Key Managerial Personnel and other Employees of the Company during the Financial Year 2018-19 was as per the Nomination and Remuneration Policy of the Company.

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

(i) The percentage increase in remuneration of each Director, Chief Financial Officer and Company Secretary during the Financial Year 2018-19 and the ratio of the remuneration of each Director to the median remuneration of the employees of the Company for the Financial Year 2018-19 is as under:

Sr. No.

Name of Director/KMP and Designation

Remuneration of Director / KMP for the Financial Year 2018-19 (Rs. in Lakh)

% increase in Remuneration in the Financial Year 2018-19

Ratio of Remuneration of each Director to Median Remuneration of Employees

1.

Mr. Nadir B. Godrej, Chairman, Non-Executive Non- Independent Director

Nil

Nil

2.

Mr. Ashok V. Hiremath, Managing Director

160.81

23.82%

56.30 : 1

3.

Mr. Arijit Mukherjee, Whole Time Director

64.11

31.72%

23.87 : 1

4.

Mr. Balram Singh Yadav, Non-Executive Non- Independent Director

Nil

Nil

5.

Mr. Rakesh Dogra,

Non-Executive Non-Independent Director

Nil

-

Nil

6.

Mr. Brahma Nand Vyas, Non-Executive Independent Director

Nil

-

Nil

7.

Mr. Vijay Kashinath Khot, Non-Executive Independent Director

Nil

-

Nil

8.

Mr. Sitendu Sharma,

Non- Executive Independent Director

Nil

-

Nil

9.

Mr. Vinod Malshe,

Non-Executive Independent Director

Nil

-

Nil

10.

Dr. Leena Raje,

Non-Executive Independent Director

Nil

-

Nil

11.

Mr. Saurav Bhala, Chief Financial Officer

41.64

17.07%

Not Applicable

12.

Ms. Tejal Jariwala *,

Company Secretary & Compliance Officer

7.87

33.31%

13.

Ms. Tejashree Pradhan **,

Company Secretary & Compliance Officer

Nil

Not Applicable

*Resigned with effect from close of business hours on 31st October, 2018 **Appointed with effect from 1st November, 2018

(ii) The percentage increase in the median remuneration of employees in the Financial Year

9.15%

(iii) The number of permanent employees on the rolls of Company

312 as on 31st March, 2019

(iv) Average percentile increase already made in the salaries of employees other than the managerial personnel in the last Financial Year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are any exceptional circumstances for increase in the managerial remuneration

Average percentage increase in Remuneration of Employees during the Financial Year 2018-19 was 7.77% as compared to Average percentage increase in remuneration of Managerial Personnel which was 51.12%.

35. PARTICULARS OF EMPLOYEES:

The disclosure as per Section 197(12) of the Companies Act, 2013 read with Rule 5 (2) and Rule 5 (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended, forms part of this Report. However, as per the provisions of Section 136 of the Companies Act, 2013, the Report and Financial Statements are being sent to the Shareholders, excluding the disclosure on particulars of employees. This is available for inspection by the Shareholders at the Registered Office of your Company during business hours (i.e., from 10.00 a.m. to 5.30 p.m.) on working days of the Company upto the date of the ensuing 25th (Twenty Fifth) Annual General Meeting. If any Shareholder is interested in obtaining a copy thereof, such Shareholder may write an e-mail to astecinvestors@ godrejastec.com.

36. DISCLOSURES AS PER THE COMPANIES (ACCOUNTS) RULES, 2014:

1

Change in Nature of Business, if any None

2

Details of Directors / Key Managerial Personnel (KMP) who were appointed or have resigned during the Financial Year 2018-19

Sr.

Name of Director / KMP

Date of Appointment / Re-appointment / Resignation

(i)

Ms. Tejal Jariwala

Resigned as the “Company Secretary & Compliance Officer” with effect from close of business hours on 31st October, 2018

(ii)

Ms. Tejashree Pradhan

Appointed as the “Company Secretary & Compliance Officer” with effect from 1st November, 2018

3

Names of Companies which have become or have ceased to be its Subsidiaries, Joint Ventures or Associate Companies during the Financial Year 2018-19

None

4

Details of Deposits covered under Chapter V of the Companies Act, 2013

(i) Accepted during the year: Nil

(ii) Remained unpaid or unclaimed during the year: Nil

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

a. At the beginning of the year : Nil

b. Maximum during the year : Nil

c. At the end of the year : Nil

(iv)Details of Deposits which are not in compliance with the requirements of Chapter V of the Companies Act, 2013: None

5

Details of Significant and Material Orders passed by the Regulators or Courts or Tribunals, impacting the going concern status and the Company’s operations in future

No significant and material orders have been passed by the regulators or Courts or Tribunals which impact the going concern status and the Company’s operations in future.

6

Details in respect of Adequacy of Internal Financial Controls with reference to the Financial Statement

Adequate internal control checks are available in the opinion of the Board of Directors.

37. EXTRACT OF ANNUAL RETURN:

The Extract of Annual Return as provided under sub-section (3) of Section 92 of the Companies Act, 2013 and the Companies (Management and Administration) Rules, 2014, is given in Form MGT-9 and is annexed herewith as ‘Annexure D’, which forms a part of this Directors’ Report. The Extract of Annual Return in Form MGT-9 and the Annual Return in Form MGT-7 are being hosted on the website of the Company www.astecls.com at the weblink http://www.astecls.com/other-updates.aspx.

38. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

COMPULSORY TRANSFER OF EQUITY SHARES TO INVESTOR EDUCATION AND PROTECTION FUND (IEPF) SUSPENSE ACCOUNT:

Pursuant to the applicable provisions of the Companies Act, 2013, read with the Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 (“IEPF Rules”), all the Unpaid or Unclaimed Dividends are required to be transferred to the IEPF established by the Central Government, upon completion of 7 (seven) years. The Company in compliance with the aforesaid provisions and the IEPF Rules.

UNCLAIMED/UNPAID DIVIDEND:

The dividend amount for the Financial Year 2011-12 remaining unclaimed shall become due for transfer on 25th October, 2019 to the Investor Education and Protection Fund established by the Central Government in terms of Section 124 of the Companies Act, 2013 on expiry of 7 (seven) years from the date of its declaration. The Company is in the process of sending reminders to all such Shareholders at their registered addresses for claiming the unpaid/unclaimed dividend, which will be transferred to IEPF in the due course.

The detailed dividend history, due dates for transfer to IEPF, and the details of unclaimed amounts lying with the Company in respect of dividends declared since 2010 are available on website of the Company, www.astecls.com at the weblink http://www.astecls.com/unclaimed-dividend.aspx. Also, pursuant to Section 124(2) of the Companies Act, 2013, the Company has uploaded details of unpaid and unclaimed amounts lying with the Company in respect of dividends declared in Financial Year 2017-18, on the website of the Company.

39. EXPLANATION OR COMMENTS BY THE BOARD ON EVERY QUALIFICATION, RESERVATION OR ADVERSE REMARK OR DISCLAIMER MADE BY THE STATUTORY AUDITORS AND THE SECRETARIAL AUDITORS:

There are no adverse remarks or qualifications, reservations, remarks or disclaimers made by the Statutory Auditors and Secretarial Auditors in their respective Reports for the Financial Year 2018-19.

40. MATERIAL CHANGES AND COMMITMENTS, IF ANY, AFFECTING THE FINANCIAL POSITION OF THE COMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR 2018-19 TO WHICH THE FINANCIAL STATEMENTS RELATE AND THE DATE OF THE DIRECTORS’ REPORT (I.E., FROM 1st APRIL, 2019 UPTO 30th APRIL, 2019), IF ANY:

There are no material changes and commitments affecting the financial position of the Company which have occurred between the end of the Financial Year 2018-19 to which the Financial Statements relate and the date of the Directors’ Report (i.e., from 1st April, 2019 upto 30th April, 2019).

41. EMPLOYEE STOCK OPTIONS PLAN, 2012 AND EMPLOYEE STOCK OPTIONS SCHEME, 2015:

Your Company has introduced the following Employee Stock Options Plan and Scheme:

Sr. No.

Name of the Plan / Scheme

Date of Shareholders’ Approval

Exercise Price of Option

1)

Employee Stock Options Plan, 2012 (“ESOP 2012”)

Special Resolution passed at the Extra-ordinary General Meeting held on 27th March, 2012

Rs. 34/- (Rupees Thirty Four Only) per Option

2)

Employee Stock Options Scheme, 2015 (“ESOS 2015”)

Special Resolution passed at the 21st (Twenty First) Annual General Meeting held on 22nd September, 2015

The Company shall use Fair Value Method to value its Options. The Exercise Price for the Options will be the Closing Market Price of the Equity Shares of the Company listed on the recognized Stock Exchange as on the date immediately prior to the relevant date of the grant of the Options to the Eligible Employees and Eligible Directors.

The Compensation Committee of the Board of Directors administers and monitors the ESOP 2012 and ESOS 2015. Your Company has received a certificate from the Statutory Auditors of the Company that the ESOP 2012 and ESOS 2015 have been implemented in accordance with the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 and the resolutions passed by the Shareholders. The Certificate would be kept open for inspection by the Shareholders at the ensuing 25th (Twenty Fifth) Annual General Meeting.

The Disclosures as per Regulation 14 of the Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 have been put on the website of the Company, viz., www. astecls.com at the weblink http://www.astecls.com/listing-compliance.aspx.

42. FRAUD REPORTING:

There have been no instances of frauds reported by the Auditors under Section 143(12) of the Companies Act, 2013 and the Rules framed thereunder, either to the Company or to the Central Government.

43. ADDITIONAL INFORMATION:

The additional information required to be given under the Companies Act, 2013 and the Rules made thereunder, has been laid out in the Notes attached to and forming part of the Financial Statements. The Notes to the Accounts referred to the Auditors’ Report are self-explanatory and therefore do not call for any further explanation.

44. LISTING FEES:

Your Company has paid requisite annual listing fees to BSE Limited (BSE) and the National Stock Exchange of India Limited (NSE) where its securities are listed.

45. DEPOSITORY SYSTEM:

Your Company’s Equity Shares are available for dematerialization through National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL).

46. RESEARCH AND DEVELOPMENT (R&D):

Your Company continues to focus on R&D and strongly believes that productive R&D is a key ingredient for success. During the Financial Year under review, your Company continued to develop new products at a healthy pace.

47. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:

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

48. HUMAN RESOURCES:

The Company has amicable employee relations at all locations and would like to place on record its sincere appreciation for the unstinted support it continues to receive from all its employees. The Company drives interventions to enhance the workforce productivity in the business and also makes concrete efforts to improve the employee engagement and connect. The Company is committed to building and maintaining a safe and healthy workplace. There are several policies formulated for the benefit of employees, which promote gender diversity, equal opportunity, prevention of sexual harassment, safety and health of employees. The Company constantly makes concerted efforts towards creating learning and development opportunities on a non-discriminatory basis, that continually enhance the employee value in line with the organizational objectives.

49. APPRECIATION:

Your Directors wish to place on record their sincere appreciation for the support and co-operation received from the various Central and State Government Departments, organizations and agencies for their continued support and co-operation. The Directors also gratefully acknowledge all stakeholders of the Company, viz., customers, members, dealers, vendors, banks and other business partners for excellent support received from them during the Financial Year under review. Your Directors also express their warm appreciation to all the employees of the Company for their unstinted commitment and continued contribution to the Company.

50. CAUTIONARY STATEMENT:

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

For and on behalf of the Board of Directors of

Astec LifeSciences Limited

Ashok V. Hiremath Arijit Mukherjee

Managing Director Whole Time Director

DIN: 00349345 DIN: 07334111

Place: Mumbai

Date: 30th April, 2019

स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `335 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `2409 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `4293 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `1664 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `1753 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `912 Cr की खरीदारी
  • MARKET CUES : स्टॉक ऑप्शंस में `36 Cr की बिकवाली
  • JEFFERIES ON SUN PHARMA : BUY रेटिंग, लक्ष्य बढ़ाकर `530/Sh
  • CS ON SUN PHARMA : Neutral रेटिंग, लक्ष्य `400/Sh
  • CLSA ON SUN PHARMA : BUY रेटिंग, लक्ष्य घटाकर `560/Sh

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