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You can view the entire text of Notes to accounts of the company for the latest year

BSE: 532830ISIN: INE006I01046INDUSTRY: Plastics - Pipes & Fittings

BSE   ` 2008.00   Open: 1995.40   Today's Range 1985.05
2031.95
+18.60 (+ 0.93 %) Prev Close: 1989.40 52 Week Range 1382.25
2143.50
Year End :2023-03 

a) Aggregate carrying value of unquoted investments is ? 2,874 Million as at March 31, 2023 (as at March 31, 2022: ? 451 Million).

b) Aggregate amount of diminution in value of investments is ? 194 Million as at March 31, 2023 (as at March 31, 2022: ? 194 Million).

c) The Company has promoted section 8 Company, i.e Astral Foundation, under the Companies Act, 2013 for the purpose of carrying out CSR activities.

d) The Company has subscribed to 19,400 (0.0001%) 10 years Optionally Convertible Debentures (OCDs) equivalent to face value of ? 0.1 Million. The OCD are convertible into 51% equity shares of Gem Paints Private Limited at the option of holder of the OCD. Pursuent to the subsription agreement the Company has represenation over majority of Board of Directors of Gem Paints Private Limited with effect from April 1, 2022 and hence Gem Paints Private Limited is treated as subsidiary of the Company.

1 The Company offers credit period up to 180 days.

2 Before accepting any new customer, the Company assesses the potential customer's creditability and defines credit limits for each customer. Such limits are reviewed annually.

3 In determining the allowances for doubtful trade receivables, the Company has used a practical expedient by computing the expected credit loss allowance for trade receivables based on a provision matrix. The provision matrix takes into account historical credit loss experience and is adjusted for forward looking information. The expected credit loss allowance is based on the ageing of the receivables that are due and rates used in the provision matrix.

f) Stock options granted under the Employee Stock Options scheme :

1. Details of the Employee stock option plan of the Company :

Astral Limited (the Company) formulated Employees Stock Option Scheme viz. Astral Employee Stock Option Scheme 2015 ("the Scheme") for the benefit of employees of the Company. Shareholders of the Company approved the Scheme by passing special resolution through postal ballot dated October 21, 2015 and was further amended vide shareholders resolution passed

in the Annual General Meeting held on August 21, 2020. Under the said Scheme, Nomination and Remuneration Committee is empowered to grant stock options to eligible employees of the Company, up to 150,000 (Ex-bonus) Minimum vesting period of stock option is one year and exercise period of stock option is one year from the date of vesting.

The Committee granted 16,282 stock options on November 14, 2015, 21,600 stock options on March 30, 2017, 22,400 stock options on November 13, 2017, 7,450 stock options (Exbonus) on June 29, 2019, 9,310 stock options on October 24, 2019, 12,413 stock options on August 4, 2020 ,12,413 stock options on July 1, 2021 and 15,996 stock options on October 8, 2022 totaling 119,724 stock options till date. Each stock option is exercisable into one equity share of face value of ? 1/- each.

The Company made bonus issue of shares in the proportion of 1:3 i.e. 1 (One) bonus equity shares of ? 1/- each for every

3(Three) fully paid-up equity shares held during the financial year. A fair and reasonable adjustment was made in respect of options unvested/yet to be exercised, options available for grant and their exercise price to give effect to the bonus in compliance with the SEBI (Share Based Employee Benefits) Regulations, 2015. Post Bonus issue adjustment the Exercise price of all stock options available for grant and options unvested/yet to be exercised arrives at ? 22.5 share (Exbonus exercise price of all stock options was ? 30/- share). Each stock option is exercisable into one equity share of face value of ? 1/- each.

Further the Company has obtained in principle approval from stock exchanges for additional 37,652 equity shares under Astral Employee Stock Option Scheme, 2015 pursuant to Bonus Issue of shares by the Company as approved by shareholders vide ordinary resolution dated March 3, 2023.

Notes

a) In August 2022 and November 2022, the dividend of ? 1.75 per share (total dividend ? 352 Million) and ? 1.25 per share (total dividend ? 251 Million) respectively, was paid to holders of fully paid equity shares.

b) In August 2021 and November 2021, the dividend of ? 1/- per share (total dividend ? 201 Million) and ? 1.25 per share (total dividend of ? 251 Million) respectively, was paid to holders of fully paid equity shares.

c) During the year, the Company allotted 67,152,893 equity shares of ? 1/- each as fully paid up bonus shares by utilising securities premium amounting to ? 67 Million, pursuant to an ordinary resolution passed after taking the consent of shareholders through Extra Ordinary General Meeting.

d) Nature and Purpose of reserve Capital reserve

The Company has created capital reserve out of capital subsidies received from state Governments of ? 4 Million, further Capital Reserve of ? 91 Million created on business combination of Resinova Chemie Limited and Astral Biochem Private Limited.

Securities premium

The amount received in excess of face value of the equity shares is recognised in Securities Premium. This reserve is available for utilization in accordance with the provisions of the Companies Act, 2013. In case of equity-settled share based payment transactions, the difference between fair value on grant date and nominal value of share is accounted as securities premium.

General reserve

General reserve is created from time to time by way of transfer of profits from retained earnings for appropriation purposes. General reserve is created by a transfer from one component of equity to another and is not an item of other comprehensive income. It can be used for distribution to equity shareholders only in compliance with the Companies Act, 2013, as amended.

Revaluation Reserve

The Company has created revaluation reserve out of revaluation of land carried out during the year 2004-05.

Shares pending allotment

Shares pending allotment represents equity shares to be issued pursuant to business combination. (Note 38)

Stock Options Outstanding Account

Stock Option Outstanding Account is used to recognise grand date fair value options vested to employees under various equity settled schemes. The fair value of the equity-settled share based payment transactions with employees is recognised in Statement of Profit and Loss with corresponding credit to Stock Options Outstanding Account.

Retained earnings

Retained earnings are the profits that the Company has earned till date, less any transfers to general reserve, dividends or other distributions paid to shareholders.

34. EMPLOYEE BENEFITS:

Post-employment Benefit Defined Contribution Plan:

Amount towards Defined Contribution Plan have been recognized under "Contribution to Provident and Other funds" in Note 27 ? 74 Million (Previous Year: ? 64 Million).

Defined Benefit Plan:

The Company has defined benefit plans for gratuity to eligible employees, contributions for which are made to insurance service providers who invests the funds as per IRDA guidelines. The details of these defined benefit plans recognised in the financial statements are as under:

General Description of the Plan:

The Company operates a defined benefit plan (the Gratuity Plan) covering eligible employees, which provides a lump sum payment to vested employees at retirement, death, incapacitation or termination of employment, of an amount based on the respective employees salary and the tenure of employment.

The defined benefit plans typically expose to the Company to various risk such as;

Interest rate risk: A fall in the discount rate which is linked to the Government Securities. Rate will increase the present value of the liability requiring higher provision. A fall in the discount rate generally increases the mark to market value of the assets depending on the duration of asset.

Salary Risk: The present value of the defined benefit plan liability is calculated by reference to the future salaries of members. As such, an increase in the salary of the members more than assumed level will increase the plan's liability.

Investment Risk: The present value of the defined benefit plan liability is calculated using a discount rate which is determined by reference to market yields at the end of the reporting period on government bonds. If the return on plan asset is below this rate, it will create a plan deficit. Currently, for the plan in India, it has a relatively balanced mix of investments in government securities, and other debt instruments.

Asset Liability Matching Risk: The plan faces the ALM risk as to the matching cash flow. Since the plan is invested in lines of Rule 101 of Income Tax Rules, 1962, this generally reduces ALM risk.

Mortality risk: Since the benefits under the plan is not payable for life time and payable till retirement age only, plan does not have any longevity risk.

Concentration Risk: Plan is having a concentration risk as all the assets are invested with the insurance Company and a default will wipe out all the assets. Although probability of this is very low as insurance companies have to follow stringent regulatory guidelines which mitigate risk.

The sensitivity analysis presented above may not be representative of the actual change in the defined benefit obligation as it is unlikely that the change in assumptions would occur in isolation of one another as some of the assumptions may be correlated.

Furthermore, in presenting the above sensitivity analysis, the present value of the defined benefit obligation has been calculated using" Projected Unit Credit" method at the end of the reporting period which is the same as that applied in

calculating the defined benefit obligation liability recognised in Balance Sheet.

There were no change in the methods and assumptions used in preparing the sensitivity analysis from prior years.

The Company expects to make a contribution of ? 14 Million (as at March 31, 2022 : ? 13 Million) to the defined benefit plans during the next financial year.

The remuneration of key management personnel is determined by the remuneration committee. The same is including employer contribution to provident fund and exclusive of employees stock options and provision for liability in respect of leave earned and gratuity since it is based on actuarial valuation done on an overall basis for all employees.

ii. The sales to and purchases from related parties are made on terms equivalent to those that prevail in arm's length transactions.

iii. The amounts outstanding are unsecured and will be settled in cash. No expense has been recognised in the current or prior years for bad or doubtful debts in respect of amounts owned by related parties.

iv. Transactions/balances during and end of the year/previous year are stated without considering impact of fair valuation carried out as per Ind AS.

38. MERGER OF RESINOVA CHEMIE LIMITED AND ASTRAL BIOCHEM PRIVATE LIMITED

The Board of Directors of the Company at its meeting held on June 7, 2021 approved the scheme of amalgamation of the Company with Resinova Chemie Limited ("RCL") and Astral BioChem Private Limited ("ABPL") with an appointed date of April 1, 2021, under section 230 to 232 and other applicable provisions of the Companies Act, 2013. The Scheme of Amalgamation of Resinova Chemie Limited and Astral BioChem Private Limited with the Company, was approved by the Hon'ble National Company Law Tribunal ("NCLT") Ahmedabad Bench vide its Order dated September 5, 2022. The certified copy of the Order along with certified copy of the Scheme was filed by the respective companies, with the Registrar of Companies on September 6, 2022 ("Effective Date"). The management has determined this as a subsequent adjusting event and hence, the subsidiaries has been amalgamated with effect from appointed date of April 1, 2021.

1 The above net assets mainly include net assets of RCL. The net assets of ABPL are less that f 1 Million.

2 As an integral part of the aforesaid Scheme, the non-controlling shareholders of RCL were issued 71 new equity shares having face value and paid-up amount of f 1/- each for one fully paid equity share of RCL, which issued and alloted (Note 14).

3 As a result of above transaction, Non-Controlling Interest (NCI) amounting to f 92 Million was settled by issuance of equity shares. The differential amount of f 91 Million was transferred to capital reserve account as on April 1, 2021. (Note 14)

4 The authorised share capital of the Transferee Company, automatically stands increased from the effective date, by clubbing the authorised share capital of the Transferor Company which is f 58 Million divided into 5 Million equity shares of f 10 each.

#The Board of Directors of the Company had, at its meeting held on May 27, 2022 approved the consolidated financial statements of the Company for the year ended March 31, 2022 and the same were adopted at the Annual General Meeting of the Company held on August 29, 2022. The Company has also applied guidance given in Ind AS Technical Facilitation Group's Bulletin issued by ICAI (in accordance with Ind AS 103- Business Combination) and used carrying amounts as appearing in the consolidated financial statements of the Company while applying the pooling of interest method.

39. FINANCIAL INSTRUMENTS

1. Capital management

The Company manages its capital to ensure that the Company will be able to continue as going concern while maximising the return to stakeholders through optimisation of debt and equity balance.

The capital structure of the Company consists of net debt (borrowings as detailed in note 15 off set by cash and bank balances) and total equity of the Company.

The Company's risk management committee reviews the risk capital structure of the Company. As part of this review the Company considers the cost of capital and the risk associated with each class of capital.

There have been no transfers amount in Level 1, Level 2 and Level 3 during the years ended March 31, 2023 and March 31, 2022.

3. Financial risk management objectives

The Company's financial liabilities comprise mainly of borrowings, trade payables and other financial liabilities. The Company's financial assets comprise mainly of investments, cash and cash equivalents, other balances with banks, loans, trade receivables and other financial assets.

The Company's business activities are exposed to a variety of financial risks, namely market risk (including currency risk and interest rate risk), credit risk and liquidity risk.

The Company's senior management has the overall responsibility for establishing and governing the Company's

risk management framework who are responsible for developing and monitoring the Company's risk management policies. The Company's risk management policies are established to identify and analyse the risks faced by the Company, to set and monitor appropriate risk limits and controls, periodically review the changes in market conditions and reflect the changes in the policy accordingly. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Internal audit undertakes both regular and ad hoc reviews of risk management controls and procedures, the results of which are reported to the audit committee.

A. Management of market risk

The Company's size and operations result in it being exposed to the following market risks that arise from its use of financial instruments:

- currency risk;

- interest rate risk

i. Currency risk

The Company's activities expose it primarily to the financial risk of changes in foreign currency exchange rates. The Company enters into a variety of derivative financial instruments to manage its exposure to foreign currency risk.

Derivative instruments:

The Company uses foreign currency forward contracts and currency options to hedge its risks associated with foreign currency fluctuations relating to certain firm commitments and forecasted transactions. The use of foreign currency forward contracts is governed by the Company's strategy approved by the Board of Directors, which provide principles on the use of such forward contracts consistent with the Company's Risk Management Policy. The Company does not use forward contracts and Currency Options for speculative purposes.

Foreign currency sensitivity analysis

The Company is mainly exposed to the currency: USD, EUR and GBP.

The following table details, Company's sensitivity to a 5% increase and decrease in the rupee against the relevant foreign currencies. 5% is the sensitivity rate used when reporting foreign currency risk internally to key management personnel and represents management's assessment of the reasonably possible change in foreign exchange rates. This is mainly attributable to the exposure outstanding not hedged on receivables and payables in the Company at the end of the reporting period. The sensitivity analysis includes only outstanding foreign currency denominated monetary items and adjusts their translation at the period end for a 5% change in foreign currency rate. A positive number below indicates an increase in the profit and equity where the rupee strengthens 5% against the relevant currency. For a 5% weakening of the rupee against the relevant currency, there would be a comparable impact on the profit and equity, and the balances below would be negative.

The Company, in accordance with its risk management policies and procedures, enters into foreign currency forward contracts to manage its exposure in foreign exchange rate variations. The counter party is generally a bank. These contracts are for a period between one day and five years. The above sensitivity does not include the impact of foreign currency forward contracts and option contracts which largely mitigate the risk.

ii. Interest rate risk

Interest rate risk is the risk that the future cash flow with respect to interest payments on borrowing will fluctuate because of change in market interest rates. The Company's exposure to the risk of changes in market interest rates relates primarily to the Company's long-term debt obligation with floating interest rates.

The assumed movement in basis points for the interest rate sensitivity analysis is based on the currently observable market environment, showing a significantly higher volatility than in prior years.

B. Management of credit risk

credit risk refers to the risk that a counter party will default on its contractual obligation resulting in financial loss to the Company. The Company uses its own trading records to evaluate the credit worthiness of its customers. The Company's exposure are continuously monitored and the aggregate value of transactions concluded, are spread amongst approved counter parties (refer note 9 - Trade receivable).

C. Management of liquidity risk

Liquidity risk is the risk that the Company will face in meeting its obligations associated with its financial liabilities. The Company's approach to managing liquidity is to ensure, as far as possible, that it will have sufficient liquidity to meet its

liabilities when they are due, under both normal and stressed conditions, without incurring unacceptable losses or risking damage to the Company's reputation.

Ultimate responsibility for liquidity risk management rests with the Board of Directors, which has established an appropriate liquidity risk management framework for the management of the Company's short-term, medium-term and longterm funding and liquidity management requirements. The Company manages liquidity risk by maintaining adequate reserves, banking facilities and reserve borrowing facilities, by continuously monitoring forecast and actual cash flows, and by matching the maturity profiles of financial assets and liabilities.


40. LEASE:

Company as a lessee

The Company's lease asset classes primarily consist of leases for Tangible assets. The Company assesses whether a contract contains a lease, at inception of a contract. A contract is, or contains, a lease if the contract conveys the right to control the use of an identified asset for a period of time in exchange for consideration. To assess whether a contract conveys the right to control the use of an identified asset, the Company assesses whether: (1) the contract involves the use of an identified asset (2) the Company has substantially all of the economic benefits from use of the asset through the period of the lease and (3) the Company has the right to direct the use of the asset.

42. SEGMENT REPORTING:

The Company has presented segment information in the Consolidated Financial Statement which is presented in the same financial report. Accordingly, in terms of paragraph 4 of Ind AS 108 - Operating Segments, no disclosure related to segments are presented in this standalone financial statement.

During the year ended March 31, 2023, the Company has provided allowance for expected credit loss on advance for purchase of non-current investment in Joint Venture viz: Astral Pipes Ltd, Kenya amounting f 15 Million (Previous Year: f 19 Million), which has been disclosed as exceptional item.

(b) During the year ended March 31, 2022, erstwhile Resinova Chemie Limited, one of the amalgamating Company had fire at storage section of factory premises, damaging Inventories and Property, Plant and Equipment (PPE). As per the best estimate of the management, the Company had recognised insurance claim receivable amounting to f 102 Million to the extent of corresponding loss of inventories and PPE amounting to f 102 Million which were charged off in profit and loss statement under the head 'Exceptional Items'. During the current year, the claim has been settled and amount of f 18 Million has been charged off in profit and loss statement under the head 'Exceptional Items'.

44. TRANSACTIONS WITH STRUCK OFF COMPANIES

There are no transactions with struck of companies during the year ended March 31, 2023 and March 31, 2022.

45. No funds have been advanced or loaned or invested (either from borrowed funds or share premium or any other sources or kind of funds) by the Company to or in any other persons or entities, including foreign entities ("Intermediaries") with the understanding, whether recorded in writing or otherwise, that the Intermediary shall lend or invest in party identified by or on behalf of the Company (Ultimate Beneficiaries). Further, No funds have been received by the Company from any parties (Funding Parties) with the understanding that the Company shall whether, directly or indirectly lend or invest in other persons or entities identified by or on behalf of the Company or provide any guarantee, security or the like on behalf of the Ultimate Beneficiaries.

46. EVENTS AFTER THE REPORTING PERIOD

The Board of Directors, in its meeting held on May 15, 2023, has proposed a final dividend of f 2.25 per equity share for the financial year ended March 31, 2023. The proposal is subject to the approval of shareholders at the Annual General Meeting and if approved would result in a cash outflow of approximately f 604 Million.

47. The figures for the previous year have been regrouped/reclassified wherever necessary to confirm with the current year's classification and are not comparable.