|
Dear Shareholders,
Your directors have pleasure in presenting the Jcth Annual Report of
your Company together with the Audited Statements of Accounts for the Year ended March J_,
.
. FINANCIAL HIGHLIGHTS
The summary of Standalone and Consolidated Financial Results for the Year ended March
J_, :
| Particulars |
Standalone |
Consolidated |
|
FY 25-26 |
FY 24-25 |
FY 25-26 |
FY 24-25 |
| Income from Operations (Net) |
59,076 |
52,959 |
65,686 |
58,324 |
| Other Income |
584 |
444 |
473 |
413 |
| Total Expenditure |
48,462 |
43,588 |
55,067 |
48,865 |
| Profit Before Depreciation, Interest and Tax |
11,198 |
9,815 |
11,092 |
9,872 |
| Finance Cost |
519 |
306 |
644 |
413 |
| Depreciation and Amortization Expense |
2,256 |
1,922 |
2,916 |
2,434 |
| Profit Before Exceptional Item & Tax |
8,423 |
7,587 |
7,532 |
7,025 |
| Exceptional Items |
185 |
- |
226 |
- |
| Share of profit/(loss) of Joint Venture |
- |
- |
- |
- |
| Profit Before Tax |
8,238 |
7,587 |
7,306 |
7,025 |
| Tax Expense |
2,128 |
1,924 |
1,959 |
1,836 |
| Profit for the Year |
6,110 |
5,663 |
5,347 |
5,189 |
| Profit from Discontinued operation |
- |
- |
- |
- |
| Net Profit for the Year |
6,110 |
5,663 |
5,347 |
5,189 |
| Add: Other Comprehensive Income (net of tax)
Continuing |
- |
(14) |
101 |
42 |
| Operations |
|
|
|
|
| Add: Other Comprehensive Income (net of tax) |
- |
- |
- |
- |
| Discontinuing Operations |
|
|
|
|
| Total Comprehensive Income |
6,110 |
5,649 |
5,448 |
5,231 |
| Less: Currency Translation (Loss)/Gain |
- |
- |
97 |
58 |
| Total |
6,110 |
5,649 |
5,351 |
5,173 |
| Attributable to: |
|
|
|
|
| Non- Controlling Interest |
- |
- |
(15) |
(47) |
| Shareholders of the Company |
6,110 |
5,649 |
5,366 |
5,220 |
| Surplus in Statement of Profit & Loss brought forward |
31,287 |
26,645 |
31,378 |
27,165 |
| Less: Consequent to Acquisition of Non-Controlling interest |
- |
- |
66 |
- |
| in Astral Chemie Limited (Formerly Known as Astral Coatings |
|
|
|
|
| Private Limited), India and Seal It Services Limited, UK |
|
|
|
|
| Amount Available for Appropriation |
37,397 |
32,294 |
36,678 |
32,385 |
| Payment of Dividend (Including tax on dividend) |
1,007 |
1,007 |
1,007 |
1,007 |
| Balance Carried to Balance Sheet |
36,390 |
31,287 |
35,671 |
31,378 |
3. DIVIDEND
During the year under review, the Board of Directors declared and paid
Interim Dividend of _. c/- (_ c%) per equity share. Further your directors have
recommended a Final Dividend of
Y. c/- (Y c%) per equity share for the financial year ended March J_,
subject to approval of shareholders in the ensuing Annual General Meeting. With the above,
the total dividend for the year under review would be _.cc/- (c%) per equity share.
Interim Dividend Paid for the FY - along with the Final Dividend, if approved in the
ensuing Annual General Meeting shall be about _,c__ million.
The dividend recommended is in accordance with the Company's
policy on dividend distribution. The said policy is available on the website of the
Company as can be accessed at https://www.astralltd.com/wp-content/
uploads/J/c_/_A__YY_policy_on_dividend_ distribution.pdf.
3. TRANSFER TO RESERVES
No amount is proposed to be transferred to the reserves during the year
under review.
3. CONSOLIDATED FINANCIAL AND OPERATIONAL PERFORMANCE
Consolidated Revenue from Operations has increased by _Y.Y% from
A,JY_ million to ,A million.
Consolidated EBITDA has increased by _Y.J% from
_,A_Y million to c_Y million.
Consolidated Profit Before Tax (before exceptional items) has
increased by _.YY% from _,cY million to
_, JY million.
Consolidated Profit After Tax has increased by J.c_% from ,_A_
million to ,J__ million.
. OPERATIONAL PERFORMANCE AND CAPITAL EXPENDITURE
During the year under review, your Company has increased its
installed capacity of plumbing business by _.J_% from J,A_,_ _ MT to _,_ MT and Sales
Volume has increased from Y,Y_,c MT to Y,J,cY MT.
During the year under review, your Company has incurred capital
expenditure to the tune of J,YA_ million towards plant & machineries, factory
building and other capital expenditure.
. ACQUISITIONS AND INCREASE IN SHAREHOLDING IN SUBSIDIARIES
During the financial year ended March J_, , the Company undertook
strategic acquisitions and increased its ownership in certain subsidiaries with a view to
strengthening its business portfolio, enhancing operational efficiencies, and creating
long-term value for stakeholders.
The Board of Directors of the company on April , approved the
acquisition of c% equity shares of Al-Aziz
Plastics Private Limited, which is expected to strengthen the Company's
presence in the plastic pipes and fittings segment through product portfolio
diversification and additional manufacturing capacities. Further, on August , the Board of
Directors of the Company approved the acquisition of Ac% equity shares of Nexelon Chem
Private Limited. This acquisition marks a strategic backward integration initiative,
enabling the Company to manufacture CPVC resin, a key raw material used in its operations,
thereby supporting cost optimization, supply chain efficiency, and margin enhancement.
During the year under review, the Board of Directors, at its meetings
held on September _, and September , , approved the acquisition of the remaining % equity
stake in Seal It Services Limited, UK and Yc% equity stake in Astral Chemie Limited
(formerly known as Astral Coatings Private Limited), respectively. Pursuant to these
acquisitions, both entities became wholly owned subsidiaries of the Company.
These acquisitions and investments are aligned with the Company's
long-term growth strategy and are expected to enhance business synergies, strengthen
market positioning, improve operational integration, and contribute to sustainable value
creation for all stakeholders.
. SUBSIDIARYJOINT VENTURE COMPANIES
As at March J_, , your Company has (Five) direct subsidiaries namely
Seal It Services Limited (UK), Astral Foundation, Astral Chemie Limited (formerly known as
Astral Coatings Private Limited), Al-Aziz Plastics Private Limited and Nexelon Chem
Private Limited and Y (Two) step down subsidiaries namely Seal It Services Inc. (USA) and
SISL (Bond It) Ireland Limited (Ireland) and _ (One) joint venture company namely Astral
Pipes Limited (Kenya).
The Company does not have any change in Associate or Joint Venture at
the end of the year.
The highlights of performance of subsidiaries of your Company have been
discussed and disclosed under the Management Discussion and Analysis section of the Annual
Report. The statement containing salient features of the financial statement of each
subsidiary/joint venture company including contribution of each subsidiary/joint venture
company to the overall performance of the company and in terms of the revenue and profit
in the prescribed format Form AOC-_ as per Companies (Accounts) Rules, is attached to the
financial statements of the Company.
In accordance with Section _J of the Companies Act, , the audited
financial statements, including consolidated financial statements and audited accounts of
each of the subsidiary are available on https://www.
astralltd.com/wp-content/uploads//c_/Subsidiary-Financial-Statements-FY-Y -Y.pdf. These
documents will also be available for inspection during working hours at the registered
office of your Company at Ahmedabad, Gujarat. Any member interested in obtaining such
document may write to the Company Secretary and the same shall be furnished on request.
The Company has formulated policy for determining "Material
Subsidiaries". The said policy can be accessed at https://
www.astralltd.com/wp-content/uploads/Y/_Y/Material-Subsidiary-Policy.pdf.
. CHANGES IN SHARE CAPITAL Authorised Capital
The Authorised Capital of the Company is c,cc,cc,ccc divided into
c,cc,cc,ccc Equity Shares of _ each.
Issued, Subscribed and Paid-up Capital
During the year under review, the issued, subscribed and paid-up equity
share capital of the Company increased from
Y,A,J_,_Y_/- comprising of Y,A,J_,_Y_ equity shares of _ each to
Y,A, c,_J/- comprising of Y,A, c,_J equity shares of _ each due to allotment of _ ,_J
equity shares of _ each upon exercise of stock options vested under Astral Employee
Stock Option Scheme .
Except as mentioned above, the Company had neither issued any other
shares or instruments convertible into equity shares of the Company or with differential
voting rights nor has it granted any sweat equity.
. CONSOLIDATED FINANCIAL STATEMENTS
The Consolidated Financial Statements of your Company prepared in
accordance with the provisions of the Companies Act, , Securities and Exchange Board of
India (Listing Obligations and Disclosure Requirement) Regulations,
("SEBI Listing Regulations") and applicable Accounting
Standards issued by the Institute of Chartered Accountants of India form part of this
Annual Report.
. MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report prepared pursuant to part B
of Schedule V read with Regulation J_(J) of SEBI Listing Regulations forms part of this
Annual Report.
. CORPORATE GOVERNANCE
Corporate Governance Report prepared pursuant to Securities and
Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,
forms part of this Annual Report.
A Separate report on Corporate Governance along with Certificate from
Mrs. Monica Kanuga (FCS: JAA, CP Number: Y_Y ) Practicing Company Secretary, on Compliance
with conditions of Corporate Governance as per Securities and Exchange Board of India
(Listing Obligations and Disclosure Requirements) Regulations, is provided as a part of
this Annual report.
3. SECRETARIAL STANDARDS
During the year under review, The Company has complied with all
applicable Secretarial Standards issued by the Institute of Company Secretaries of India
and approved by the Central Government.
3. VIGIL MECHANISM
Your Company promotes ethical behavior in all its business activities
and has put in place a mechanism for reporting illegal or unethical behavior. The Company
has a Vigil mechanism and Whistle blower policy under which the employees are free to
report violations of applicable laws and regulations and the Code of Conduct. Employees
may also report to the Chairman of the Audit Committee. During the year under review, no
employee was denied access to the Audit Committee. Whistle blower policy of the Company
has been uploaded on the website of the Company and can be accessed at
https://www.astralltd.com/wp-content/ uploads/Y/_Y/Vigil-Mechanism-Whistle-Blower-Policy_
March-.pdf
3. CODE OF PRACTICES AND PROCEDURES FOR FAIR DISCLOSURE OF
UNPUBLISHED PRICE SENSITIVE INFORMATION
Pursuant the Securities and Exchange Board of India (Prohibition of
Insider Trading) Regulations, , the Company has adopted (_) 'Code of Practices
and Procedures for Fair Disclosure of Unpublished Price Sensitive Information"
("Fair Disclosure Code") incorporating a policy for determination of
"Legitimate Purposes" as per Regulation A and Schedule A to the said regulations
and (Y) "Code of Conduct to Regulate, Monitor and Report Trading by Designated
Persons" as per Regulation _ and Schedule B to the said regulations.
. BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORTING
Business Responsibility and Sustainability Report prepared pursuant to
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, forms part of the Annual Report.
. INSURANCE
Your Company's manufacturing facilities, properties, equipment and
stocks are adequately insured against all major risks. The Company has also taken
Directors' and Officers' Liability Insurance Policy to provide coverage against
the liabilities arising on them.
. PUBLIC DEPOSITS
Your Company has not accepted any Public Deposits as defined under
Section _J of the Companies Act, and rules framed there under.
. STATE OF COMPANY AFFAIRS
During the financial year -Y, Astral Limited continued to strengthen
its position as one of India's leading manufacturers of building materials and plumbing
solutions. The Company maintained its leadership in the CPVC and PVC piping systems
segment while further expanding its presence across adhesives, sealants, paints, water
storage solutions, faucets, sanitaryware and allied building material products. The
Company's extensive distribution network, strong brand equity, continuous focus on
innovation and customer-centric approach enabled it to strengthen its market presence
across domestic and international markets.
The Company remains focused on innovation-led growth and continues to
invest in research and development to deliver technologically advanced, high-quality and
sustainable products. Its dedicated R&D initiatives support new product development,
process improvements, quality enhancement, import substitution and cost optimization
across business segments. The Company's emphasis on innovation enables it to address
evolving customer requirements, strengthen its competitive advantage and create
differentiated offerings across its product portfolio.
With a diversified product portfolio, strong distribution reach,
continuous investments in capacity expansion, research and development, innovation and
strategic acquisitions, the Company remains well positioned to capitalize on opportunities
arising from growth in the housing, infrastructure and construction sectors. Astral
continues to focus on sustainable growth, operational excellence and long-term value
creation for all its stakeholders.
. MATERIAL CHANGES AND COMMITMENT AFFECTING FINANCIAL
POSITION OF THE COMPANY
There have been no material changes or commitments that have affected
the financial position of the Company between March J_, and the date of this Report.
3. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENT
Details of Loans, Guarantees and Investments covered under the
provisions of Section _A of the Companies Act, are given in the notes to the Financial
Statements.
3. CORPORATE SOCIAL RESPONSIBILITY
In accordance with the provisions of Section _J of the Companies Act,
and the rules made thereunder, your Company has constituted Corporate Social
Responsibility Committee of Directors. The role of the Committee is to formulate annual
action plan in pursuance of CSR policy and review CSR activities of the Company
periodically and recommend to the Board amount of expenditure to be spent on CSR annually.
CSR policy of the Company, inter alia, provides for CSR vision of the Company including
proposed CSR activities and its implementation, monitoring and reporting framework.
Projects approved by the board are disclosed on the website of the
company https://www.astralltd.com/wp-content/ uploads/Y/_Y/CSR-Policy.pdf
During the year under review, your Company has spent
_J_.AA million i.e., Y% of average net profit of last three financial
years on CSR activities as per applicable statutory provisions.
Annual Report on CSR activities carried out by the Company during FY -Y
is enclosed as Annexure A to this report.
33. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section _J_(J)(c) of the Companies
Act, , with respect to Directors' Responsibility Statement, your Directors hereby
confirm the following: a) In the preparation of the annual accounts for the financial year
ended March J_, , 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, 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.
33. AUDITORS Statutory Auditor
SRBC & CO. LLP, Chartered Accountants, (Firm Registration number
JY__AYE/E-JccccJ) were appointed for the second term as Statutory Auditors of the Company
at the AGM held on August Y_, Y, to hold office from the conclusion of
Yth AGM till the conclusion of the AGM to be held in the year .
The notes on financial statement referred to in the Auditors'
Report are self-explanatory and do not call for any further comments. The Auditors'
Report does not contain any qualification, reservation, adverse remark or disclaimer.
Cost Auditors
Pursuant to Section __A of the Companies Act, read with the Companies
(Cost Records and Audit) Rules, , (including any statutory modifications and re-enactments
thereof), your Company has maintained cost records as specified by the Central Government
under subsection (_) of section __A of the Act. Your directors have, on the recommendation
of the Audit Committee, appointed M/s. V. H. Savaliya & Associates, Cost Accountants
to audit the cost accounts of your Company for the financial year -Y_. As required under
the Companies Act, , the remuneration payable to the cost auditor is required to be placed
before the members in a general meeting for their ratiation. Accordingly, a resolution
seeking members' ratiation for the remuneration payable to M/s V. H. Savaliya &
Associates is included in the Notice convening the ensuing Annual General Meeting.
The Cost accounts and records as required to be maintained under
Section __A (_) of the Act are duly made and maintained by the Company.
Secretarial Audit
Pursuant to the provisions of Regulation Y_A of the SEBI Listing
Regulations and Section of the Act, read with Rule _ of the Companies (Appointment and
Remuneration of Managerial Personnel) Rules, , based on the recommendation of the Audit
Committee and the Board of Directors, Members of the Company at the Annual General Meeting
held on August Y , , approved the appointment of Mrs. Monica Kanuga, Company Secretary in
Practice (FCS No. JAA, Certificate of Practice No. Y_Y ), as the Secretarial Auditor of
the Company for a term of five ( ) consecutive years, commencing from April _, until March
J_, YcJc.
Secretarial Audit Report for FY -Y is enclosed as Annexure B1 to this
report.
Pursuant to the provisions of the Companies Act, , Astral Chemie
Limited (Formerly Known as Astral Coatings Private Limited), a subsidiary of the Company,
has undertaken Secretarial Audit for the financial year ended March J_, . While Astral
Chemie Limited (Formerly Known as Astral Coatings Private Limited) is not a material
subsidiary of the Company within the meaning of the SEBI Listing Regulations, as amended,
the Board has voluntarily included the Secretarial Audit Report of the subsidiary in this
Annual Report as a measure of enhanced transparency and in furtherance of the Company's
commitment to high standards of corporate governance and compliance across its group
entities. The Secretarial Audit Report of Astral Chemie Limited (Formerly known as Astral
Coatings Private Limited) forms part of this Report as Annexure B2.
The Secretarial Audit Report of your Company and Astral Chemie Limited
(Formerly known as Astral Coatings Private Limited) does not contain any qualification,
reservation or adverse remark.
33. RISK MANAGEMENT AND INTERNAL FINANCIAL CONTROL
The Risk Management Policy of your Company provides for the proactive
identification and prioritization of risks based on the scanning of the external
environment and continuous monitoring of internal risk factors. Your Company has an
Internal Financial Control System commensurate with the size, scale and complexity of its
operations. Your Company has adopted proper system of Internal Control and Risk Management
to ensure that all assets are safeguarded and protected against loss from unauthorized use
or disposition and that the transactions are authorized, recorded and reported quickly.
3. 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.
3. BOARD PERFORMANCE EVALUATION
The Board carried out an annual performance evaluation of its own
performance and that of its committees and independent directors as per the formal
mechanism for such evaluation adopted by the Board. The performance evaluation of the
Chairman, the Non-Independent Directors and the Board as a whole was carried out by the
Independent Directors in a Separate Meeting held on February , .The exercise of
performance evaluation was carried out through a structured evaluation process covering
various criteria as recommended by the Nomination and Remuneration Committee. Based on the
evaluation, the Board and its Committees were found to be effective, proactive and
contributing positively towards achievement of the Company's objectives.
3. RELATED PARTY TRANSACTIONS
Pursuant to the provisions of Section _AA of Companies Act, . All the
related party transactions entered into during the financial year under review were in
ordinary course of business and on an arm's length basis. There were no materially
significant transactions with related parties during the financial year which were in
conflict with the interest of the Company. Accordingly, information in form AOC-Y is not
annexed.
All Related Party Transactions are placed before the Audit Committee
and the Board for approval. Prior omnibus approval of the Audit Committee is obtained for
the transactions which are of a foreseen and repetitive nature. The transactions entered
into pursuant to the omnibus approval so granted are placed before the Audit Committee and
the Board of Directors for their review and approval on a quarterly basis.
The policy on Related Party Transactions as approved by the Board is
uploaded on the Company's website and the same can be accessed at
https://www.astralltd.com/wp-content/ uploads/Y/_Y/Related-Party-Transactions-Policy.pdf
The details of the transactions with Related Party are provided in the accompanying
financial statements.
3. BOARD MEETINGS
The Board of Directors met A (Eight) times during the year under
review. The details of Board Meetings and the attendance of the Directors are provided in
the Corporate Governance Report.
3. BOARD OF DIRECTORS
Appointment, Re-Appointment and Resignation of Directors during FY
33-3
During the year under review, pursuant to the recommendation of the
Nomination and Remuneration Committee and in compliance with the applicable provisions of
the Companies Act, and the SEBI Listing Regulations, the Board of Directors, at its
meeting held on May Y_, , approved the re-appointment of
Mr. Girish Joshi as Whole-time Director for a further term of four
years with effect from April _, . The Board also approved the appointment of Mr. Rajendra
Mariwala and Mrs. Tanvi Rangwala as Independent Directors for a term of five consecutive
years with effect from July _ , . The Members of the Company approved the aforesaid
re-appointment and appointments at the last Annual General Meeting. The Company has
received the requisite declarations from the Independent Directors confirming their
independence in terms of the Companies Act, and the SEBI Listing Regulations.
During the year under review, pursuant to Section _ Y of the Companies
Act, and the Articles of Association of the Company, Mr. Hiranand Savlani, is liable to
retire by rotation at the ensuing Annual General Meeting and being eligible, offers
himself for re-appointment.
Mrs. Kaushal Nakrani (DIN: cA YY), Independent Director of the Company,
tendered her resignation from the Board and consequently ceased to be an Independent
Director of the Company with effect from September _, . The Board places on record its
sincere appreciation for the valuable guidance, support, and significant contributions
made by Mrs. Nakrani during her association with the Company.
Independent Director Declaration
Your Company has received necessary declaration from each independent
director under the provisions of the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, and Section (_) of the Companies
Act, that they meet the criteria of independence laid down in Section () of the Companies
Act, . The Independent Directors of the Company have confirmed that they have enrolled
themselves in the Independent Directors' Databank maintained with the Indian
Institute of Corporate Affairs (IICA') in terms of Section _ c of the Act read
with Rule of the Companies (Appointment & Qualification of Directors) Rules, .
Declaration for non-disqualification
All the directors of the Company have confirmed that they are not
disqualified from being appointed as directors in terms of Section __ of the Companies
Act, .
3. CHANGES IN KEY MANAGERIAL PERSONNEL
During the year under review, there was no change in Key Managerial
Personnel.
3. POLICY ON APPOINTMENT AND REMUNERATION OF DIRECTORS
The Board of Directors has, on the recommendation of the Nomination and
Remuneration Committee, framed a policy for selection and appointment of Directors, Key
Managerial Personnel and Senior Management and their remuneration. Salient features of
Nomination and Remuneration Policy have been disclosed in Corporate Governance Report. The
same is available on the website of the company at https://www.
astralltd.com/wp-content/uploads/J/c_/_A_J_J_ nomination_andfiremuneration_policy.pdf
33. COMMITTEES OF BOARD
With the objective of strengthening governance standards and to comply
with the applicable statutory provisions, the Board has constituted various committees.
Details of such Committees constituted by the Board are given in the Corporate Governance
Report, which forms part of this Annual Report.
33. REPORTING OF FRAUD
During the year under review, the Statutory Auditors, Cost Auditors and
Secretarial Auditors have not reported any instances of frauds committed in the Company by
its officers or employees, to the Audit Committee under Section __J(_Y) of the Act details
of which needs to be mentioned in this Report.
33. DISCLOSURES AS PER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
3PREVENTION, PROHIBITION, AND REDRESSAL3 ACT, 33
Your Company has zero tolerance towards sexual harassment at the
workplace and has adopted a policy on prevention, prohibition and redressal of sexual
harassment at workplace in line with the provisions of The Sexual Harassment of Women at
Workplace (Prevention, Prohibition and Redressal) Act, and the Rules thereunder. As
required under law, an Internal Complaints Committee has been constituted for reporting
and conducting inquiry into the complaints made by the victim on the harassments at the
work place. During the year under review, there were no cases filed pursuant to The Sexual
Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, .
3. ANNUAL RETURN
Pursuant to Section _Y(J) read with Section _J_(J)(a) of the Act, the
Annual Return as on March J_, is available on the Company's website at
https://www.astralltd.com/wp-content/uploads//c_/doc__Ycc_. pdf.
3. EMPLOYEES STOCK OPTION SCHEME
The Company has implemented Employee Stock Option Scheme
(ESOS') viz. Astral Employee Stock Option Scheme
(AstralESOS)pursuanttotheresolutionspassedby the Company through postal ballot dated
October Y_, . Subsequently, which was further amended vide shareholders resolution passed
in Yfith Annual General Meeting held on August Y_, c. During the year under review, the
Company has allotted _ ,_J equity shares against the exercise of ESOPs granted and vested
to the eligible employees under Astral ESOS . The allotted shares have also been listed on
BSE Limited (BSE) and National Stock Exchange of India Limited (NSE).
There is no material change in Astral ESOS during the year under review
and the Scheme is in compliance with Securities and Exchange Board of India (Share Based
Employee Benefits and Sweat Equity) Regulations, . The certificate of Secretarial Auditor
regarding implementation of Scheme shall be made available for inspection of members in
electronic mode at AGM. The disclosures as required under Regulation __ of the said
regulations is available on the Company's website at:
https://www.astralltd.com/wp-content/uploads/Y/_Y/ESOS-SEBI-Disclosure-Y.pdf.
3. PARTICULARS OF EMPLOYEES
The information containing details of employees as required under
Section of the Act read with Rule (_) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, is provided in Annexure - C attached to this report.
The information required under Rules (Y) and (J) of the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, , forms part of this Annual
Report. Having regard to the provisions of Section _J_ and Section
_J of the Companies Act, , the Reports and Accounts are being sent to
the Members excluding such information. However, the said information is available for
inspection by the Members at the Registered Office of the company during business hours on
working days of the Company up to the date of ensuing AGM. Any shareholder interested in
obtaining a copy of such statement may write to the Company Secretary at the Registered
Office of the Company or e-mail to co@astralltd.com.
3. MATERNITY BENEFIT ACT,
The Company has complied with the provisions of the Maternity Benefit
Act, , including amendments and rules framed thereunder, to the extent applicable.
3. DISCLOSURE WITH RESPECT TO CONSERVATION OF ENERGY, TECHNOLOGY
ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars under Section _J_(J)(m) of the Companies Act, with
respect to conservation of energy, technology absorption and foreign exchange earnings and
outgo, pursuant to the Companies (Accounts) Rules, are provided in the Annexure - D to the
Report.
3. OTHER DISCLOSURES
The Board of Directors state that no disclosure or reporting is
required in respect of the following matters, as there were no transactions or
applicability pertaining to these matters during the year under review: i) Issue of equity
shares with differential rights as to dividend, voting or otherwise.
ii) Scheme of provision of money for the purchase of its own shares by
employees or by trustees for the benefit of employees.
iii) Payment of remuneration or commission from any of its subsidiary
companies to the Managing Director of the Company.
iv) Change in the nature of business of the Company.
v) Issue of debentures/bonds/warrants/any other convertible securities.
vi) Details of any application filed for corporate insolvency under
Corporate Insolvency Resolution Process under the Insolvency and Bankruptcy Code, Yc_.
vii) Instance of one-time settlement with any Bank or Financial
Institution.
viii) Statement of deviation or variation in connection with
preferential issue.
3. ACKNOWLEDGMENT
Your Company has maintained healthy, cordial and harmonious industrial
relations at all levels. The enthusiasm and unstinted efforts of the employees have
enabled your Company to remain at the forefront of the industry. Your directors place on
record their sincere appreciation for significant contributions made by the employees
through their dedication, hard work and commitment towards the success and growth of your
Company. Your directors take this opportunity to place on record their sense of gratitude
to the Banks, Financial Institutions, Central and State Government Departments, their
Local Authorities and other agencies working with the Company for their guidance and
support.
| On behalf of the Board of Directors |
| Sandeep Engineer |
| Chairman & Managing Director |
| DIN: cccY |
| Place: Ahmedabad |
| Date: May _A, |
|