Your Directors have the pleasure of presenting their 84th Annual Report on the business
and operations of the Company on standalone basis and the accounts for the financial year
ended March 31, 2015.
(Rs. in Crore)
|Less : Depreciation
|Profit before tax
|Less: Provision for taxation Current tax
|MAT credit entitlement
|Profit/(loss) after tax before prior period items
|Short/(Excess) provisions for taxation of earlier years
|Profit after tax
|Balance of profit of previous year
|Profit available for appropriation
|Debenture redemption reserve
|Proposed dividend on Equity Shares
|Tax on dividend
|Impact of depreciation as per
|Balance carried to Balance Sheet
Note: Previous year figures have been regrouped/re-classified wherever required.
Your Companys performance reflects the strong improvement in Indias
corporate sentiments fuelled by the progressive policies of the newly-instated Central
Your Companys gross sales jumped by 23.34% from Rs. 3,314.47 crore in 2013-14 to
Rs. 4,088.10 crore in 2014-15 driven by robust growth in three business segments namely
prefabricated structures, custom moulding and textiles.
EBIDTA increased by 21.95% from Rs. 829.77 crore in 2013-14 to Rs. 1,011.91 crore in
2014-15 and the profit for the year grew by 36.55% from Rs. 335.06 crore in 2013-14 to Rs.
457.52 crore in 2014-15. Consequently, the earnings per share (face value of Rs. 1) stood
at Rs. 12.48 (basic) and Rs. 11.64 (diluted) for 2014-15 against Rs. 10.77 (basic) and Rs.
10.77 (diluted) for 2013-14.
Your Company repaid Rs. 112.04 crore in debts. Besides, US$ 115.85 million of the US$
140 million FCCBs were converted into equity which increased the Companys net worth
by Rs. 636.70 crore strengthening the Balance Sheet.
Your Directors are pleased to recommend dividend of Rs. 0.70 per share on Equity Shares
having face value of Rs. 1 each (Previous year Rs. 0.70 per Equity Share on face value of
Rs. 1 each) and any further equity shares that may be allotted by the Company upon
conversion of FCCBs prior to book closure date for 2014-15. The dividend will be paid
subject to the approval of shareholders at the forthcoming Annual General Meeting to those
shareholders whose names appear on the Register of Members of the Company as on the
During the year under review, the Company has allotted 1,64,00,000 Equity Shares of Rs.
1 each on conversion of warrants at a premium of Rs. 68.01 per Equity Share. The Company
has also allotted in aggregate 9,68,51,214 Equity Shares of Rs. 1 each at a premium of Rs.
64.74 each per Equity Share on exercise of conversion by the FCCB-holders and accordingly
the paid up share capital of the Company on March 31, 2015 increased to Rs. 42,63,61,194 -
42,63,61,194 Equity Shares of Rs. 1 each and to Rs. 44,59,23,717-44,59,23,717 Equity
Shares of Rs. 1 each as on 10th July, 2015.
During the year under review, with a view to meet the Companys requirements of
funds for ongoing capital expenditure, Long-term working capital and general corporate
purposes, the Company has issued debentures in two tranches as mentioned below:
2,250 and 2,750 10.70% rated, listed, secured, fully redeemable, dematerialised
Non-Convertible Debentures (NCDs) of the face value of Rs. 10,00,000 each of
the aggregate nominal value of Rs. 225,00,00,000 and Rs. 275,00,00,000 on 11th June, 2014
and 30th September, 2014 respectively for a tenor of seven years.
The Companys financial discipline and prudence is reflected in the strong credit
ascribed by rating agencies as given below:
||Revised from CARE AA (Double A)
|Non- convertible debentures
||Revised from CARE AA (Double A)
State of Companys affairs
Bouyed by the economic reform agenda announced by the dynamic Central Government,
business confidence in India touched a three year high reflected in a Business Confidence
Index of 55+ in 2014-15. Moreover, the Governments emphasis on cleanliness has
emerged as an important business driver for your Company. In keeping with this optimism,
your Companys key verticals performed exceedingly well. A detailed discussion of
your Companys operations for the year under review is given under the
Management discussion and analysis report pursuant to Clause 49 of the Listing
Agreement with the Stock Exchanges, is annexed to this Report and forms part of this
A. Plastics division: The plastic division is the flagship division of your Company
contributing 82.26% to its topline. This business segment grew by 21.46% from Rs. 2,768.61
crore in 2013-14 to Rs. 3,362.70 crore in 2014-15.
Business growth was driven primarily by two product segments namely prefabricated
structures and custom moulding; other product segments registered healthy growth in
Demand for prefabricated structures was driven by the Governments Swaach Bharat
initiative. Besides, the positive business and consumer sentiment improved the performance
of the automobile sector (four-wheelers and two-wheelers) leading to robust growth for the
custom moulding business.
The Company strategically consolidated its operations in the monolithic construction
space by cherry-picking only those projects which provided healthy margins and revenue
B. Textiles division: The textile business registered healthy growth driven by volume
increase and value enhancement. The commissioning of the additional capacity in 2013-14
provided significant leg room for increasing sale volumes while the focus on design
creation and product development increased Collection Sales in international
markets and grew volumes with key Indian textile players.
Corporate Social Responsibility initiatives
As part of its initiatives under corporate social responsibility, the Company has
undertaken projects in the areas of livelihood, health and sanitation. These projects are
largely in accordance with Schedule VII of the Companies Act, 2013.
The Annual Report on CSR activities is annexed herewith as Annexure A.
Internal control systems and their adequacy
The Company has an internal control system, commensurate with the size, scale and
complexity of its operations. The scope and authority of the internal audit function is
defined in the internal audit charter. To maintain its objectivity and independence, the
internal audit function reports to the Chairman of the Audit Committee of the Board.
The internal audit department monitors and evaluates the efficacy and adequacy of
internal control system in the Company, its compliance with operating systems, accounting
procedures and policies at all locations of the Company and its subsidiaries. Based on the
report of internal audit function, process owners undertake corrective action in their
respective areas and thereby strengthen the controls. Significant audit observations and
corrective actions thereon are presented to the Audit Committee of the Board.
Performance of subsidiaries
Sintexs presence in custom moulding in India and globally is through its
subsidiaries Sintex NP SAS (Europe), Sintex Wausaukee Composites Inc. (the US) and Bright
AutoPlast Ltd. (India). These companies provide highly-engineered custom moulding
solutions to large global and Indian brands that have a presence in diverse sectors. In
addition, Sintex Infra Projects Ltd. undertakes EPC contracts for various infrastructure
projects across India.
1) Sintex NP SAS: The Company registered an all-round performance as its topline grew
by 22.11% over the previous year while the bottomline increased by 14.75% over the same
period. The integration of the new subsidiaries Poschman (German and Polish) progressed on
schedule with the implementation of good practice of the SINTEX NP group resulting
in improved capacity utilisation and profitability. In 2014, Sintex NP SAS acquired Groupe
Simonin a French Company for 18 million euros. This Company has unique capabilities of
moulding over metals (not part of the Sintex portfolio) and caters to the requirement of
Fortune 500 companies from the electrical, automotive and appliance sector.
2) Sintex Wausaukee Composites Inc.: The Company continued to thrive and expand its
business during the fiscal gone by. The extraordinary measures the management undertook in
2013 delivered palpable results -- with improvements in EBITDA, throughput, sales and
The Companys success stems from the growth in sales and significant improvements
in operational performance with the implementation of six sigma techniques. The sales team
was successful in gaining business from new OEMs, organically growing sales within
established OEM accounts as well as regaining lost business for the special projects
vehicle. The operations teams made significant progress strides in improving product flow
and throughput within the production facilities.
3) Bright AutoPlast Ltd.: Leveraging the improved performance of the automotive sector,
the Company registered a strong topline and bottomline growth of 15.84% and 110.22%
respectively over the previous year. The Companys roto-moulding facility at
Pithampur commenced operations which strengthened business volumes. In addition, the
Company made heartening progress in securing approvals from large and respected global and
Indian brands for new products - laying the foundation for robust growth.
The Companys unique LRTM facility set up with technology and assistance with
Sintex Wausaukee has commenced operations. This first-of-its-kind facility in India is
expected to generate sizeable business volumes for the Company as its custom moulded
composite parts receive the approval from leading players in the mass transit and off-road
4) Sintex Infra Projects Ltd.: Having completed the projects in its pipeline, the
Company is currently focused on executing an EPC contract worth Rs. 1,300 crore from
Shirpur Power Pvt. Limited. The project has progressed as per schedule and the Company has
consistently received funds as per schedule.
Changes in subsidiaries, associates and joint ventures/ wholly-owned subsidiaries:
The wholly-owned subsidiary of the Company viz. Sintex NP SAS, France acquired Groupe
Simonin France in July, 2014 and accordingly the said Company has emerged as a step down
subsidiary of the Company.
There was no other change in the status of subsidiaries, associates and joint ventures/
Auditors and Auditors Report
M/s. Shah & Shah Associates, Chartered Accountants, Ahmedabad (FRN 113742W),
Statutory Auditors of the Company had been appointed at the 83rd Annual General Meeting of
the Company held on 1st August, 2014 till the conclusion of 88th Annual General Meeting of
the Company pursuant to provision of Section 139(1) of the Companies Act, 2013. Their
appointment is subject to ratification by the members at 84th Annual General Meeting of
Your Directors recommend the ratification of their appointment as Statutory Auditors of
the Company for the financial year 2015-16.
As required under Clause 49 of the Listing Agreement, the Auditors have also confirmed
that they have valid certificate issued by the peer review board of the Institute of
Chartered Accountancy of India.
The notes on financial statement referred to in the Auditors Report are
self-explanatory and do not call for any further comments.
The Company has filed the consolidated Cost Audit Report for the year ended March 31,
2014 on September 29, 2014 within the time limit as prescribed by the Ministry of
Corporate Affairs. The Company has also filed the Cost Compliance Report on September 29,
2014 within the time limit as prescribed by the Ministry of Corporate Affairs.
Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has
appointed Messrs M. C. Gupta & Co., a firm of Company secretaries in practice to
undertake the Secretarial Audit of the Company. The Secretarial Audit Report is annexed
herewith as Annexure B.
Mr. Amit D. Patel, Managing Director (Group) and Mr. Arun P. Patel, Vice Chairman are
due to retire by rotation at this Annual General Meeting in terms of Section 152(6) of the
Companies Act, 2013 and are eligible for reappointment. The Board recommends the
reappointment of above Directors of the Company.
At the AGM of the Company held on August 1, 2014, the Members had appointed the
existing Independent Directors viz. Mr. Ramnikbhai H Ambani, Smt. Indira J Parikh, Dr.
Rajesh B Parikh, Dr. Luvkumar Kantilal Shah, Dr. Narendra K Bansal and Shri Ashwin Lalbhai
Shah as Independent Directors under the Act, each for a term of three years upto the
conclusion of 86th Annual General Meeting of the Company in the calendar year 2017.
The Board of Directors of the Company at its meeting held on 7th May, 2015, subject to
approval of members at the ensuing Annual General Meeting, reappointed Mr. S. B. Dangayach
as Managing Director for a period of two years from June 7, 2015.
As stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges, brief
profiles of the Directors proposed to be reappointed, nature of their expertise in
specific functional areas, names of the companies in which they hold directorships and
shareholding are provided in the Notice attached forming part of the Annual Report.
The details of programmes for familiarisation of Independent Directors with the
Company, their roles, rights, responsibilities in the Company, nature of the industry in
which the Company operates, business model of the Company and related matters are put up
on the website of the Company at the link: http://sintex.
All Independent Directors have given declarations that they meet the criteria of
independence as laid down under Section 149(6) of the Companies Act, 2013 and Clause 49 of
the Listing Agreement.
Key managerial personnel
Pursuant to Section 203 of the Companies Act, 2013, Mr. Amit D. Patel & Mr. Rahul
A. Patel, Managing Directors (Group), Mr. S. B. Dangayach, Managing Director, Mr. Prashant
D. Shah, Head Accounts & Audit and CFO and Mr. Hitesh T. Mehta, Company
Secretary were appointed as key managerial personnel with effect from 5th August, 2014.
Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing
Agreement, 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
Audit, Nomination & Remuneration and Stakeholders Relationship Committees. The manner
in which the evaluation has been carried out has been explained in the Corporate
Directors Responsibility Statement
To the best of their knowledge and belief and according to the information and
explanations obtained by them, your Directors make the following statements in terms of
Section 134(3)(c) of the Companies Act, 2013 that:
(a) in the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation relating to material departures;
(b) the Directors had selected such accounting policies and applied them consistently
and made judgments and estimates that are reasonable and prudent so as to give a true and
fair view of the state of affairs of the Company at the end of the financial year and of
the profit and loss of the Company for that period;
(c) the Directors had taken proper and sufficient care for the maintenance of adequate
accounting records in accordance with the provisions of this Act for safeguarding the
assets of the Company and for preventing and detecting fraud and other irregularities;
(d) the Directors had prepared the annual accounts on a going concern basis; and
(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
(f) the systems to ensure compliance with the provisions of all applicable laws were in
place and that such systems were adequate and operating effectively.
Number of meetings of the Board of Directors and Audit Committee
A calendar of meetings is prepared and circulated in advance to the Directors.
During the year, five Board Meetings and five Audit Committee Meetings were convened
and held. The details of which are given in the Corporate Governance Report. The
intervening gap between the meetings was within the period prescribed under the Companies
Consolidated financial statements
The consolidated financial statements have been prepared in accordance with the
accounting standards prescribed by the Institute of Chartered Accountants of India, in
The Board has, on the recommendation of the Nomination & Remuneration Committee
framed a policy for selection and appointment of the Directors, the senior management and
their remuneration. The remuneration policy is stated in the Corporate Governance Report.
The Company has established a whistleblower policy for the Directors and employees to
report their genuine concern. The details of the same is explained in the Corporate
Governance Report and also posted on the website of the Company at the link
Particulars of loans given, investments made, guarantees given and securities provided
Particulars of loans given, investments made, guarantees given and securities provided
along with the purpose for which the loan or guarantee or security is proposed to be
utilised by the recipient are provided in the standalone financial statement (Please refer
to Note 13, 14, 16, 29.1(a) and 29.7 to the standalone financial statement).
Contracts and arrangements with related parties
Related party transactions that were entered into during the financial year were on
arms length basis and in the ordinary course of business. Further, there are no
material related party transactions during the year under review with the Directors or key
managerial personnel. All related party transactions are placed before the Audit Committee
as well as the Board for approval.
The policy on related party transactions as approved by the Board is uploaded on the
Companys website at the link http://sintex.in/
Sintex continues to be committed to good Corporate Governance aligned with the best
practices. It has complied with all the standards set out by SEBI and the Stock Exchanges.
A separate Report on Corporate Governance along with Practising Company
Secretarys Certificate on compliance with the conditions of Corporate Governance as
per Clause 49 of the Listing Agreement with the Stock Exchanges is provided as a part of
this Annual Report, besides the Management discussion and analysis report.
Your Company has made all information, required by investors, available on the
Companys website www.sintex.in
Conservation of energy, technology absorption and foreign exchange earnings and outgo
A statement containing the necessary information required under Section 134(3)(m) of
the Companies Act, 2013 read with Companies (Accounts) Rules, 2014 are annexed herewith as
Extract of the annual return
The details forming part of the extract of the annual return in form MGT 9 is annexed
herewith as Annexure D.
Employees stock option scheme
The shareholders of the Company had approved of its Employee Stock Option Plan (Sintex
Industries Limited - Employee Stock Option Scheme, 2006) in February 2006.. These ESOPS
are administered by the Sintex Employee Welfare Trust on the basis of recommendations of
the Compensation Committee of the Board. Pursuant to the Provisions of the Securities and
Exchange Board of India (Share-based employee benefits) Regulations, 2014, the said scheme
shall be aligned with the said regulations within the prescribed time. The details of the
scheme are set out in Annexure E of this Report.
Particulars of employees
The information required pursuant to Section 197 read with Rule 5 of The Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 in respect of employees
of the Company, forms part of this report as Annexure F. However, as permitted
in terms of Section 136 of the Act, this Annual Report is being sent to all the members
and others entitled thereto, excluding the said annexure. Members who are interested in
obtaining these particulars may write to the Company Secretary at the Registered Office of
the Company. The aforesaid annexure is also available for inspection by members at the
Registered Office of the Company, 21 days before the 84th Annual General Meeting and upto
the date of Annual General Meeting during business hours on working days.
Your Directors state that no disclosure or reporting is required in respect of the
following items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Act.
2. Issue of equity shares with differential rights as to dividend, voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company under
any scheme save and except ESOPs referred to in this Report.
4. Neither the Managing Director nor the Wholetime Directors of the Company receive any
remuneration or commission from any of its subsidiaries.
5. No significant or material orders were passed by the regulators or courts or
tribunals which impact the going concern status and Companys operations in future.
Your Directors further state that during the year under review, there were no cases
filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013.
Your Directors wish to place on record the excellent support, assistance and guidance
provided by the financial institutions, banks, customers, suppliers and other business
associates. We would like to thank our Companys employees for their tireless efforts
and high degree of commitment and dedication. Your Directors especially appreciate the
continued understanding and confidence of the Members.
||On behalf of the Board,
|Date: July 11, 2015
||Dinesh B Patel
Annexure A to Directors Report
Annual Report on Corporate Social Responsibility (CSR) Activities
1. A brief outline of the Companys CSR policy, including overview of projects or
programs proposed to be undertaken and a reference to the web-link to the CSR policy and
projects or programs.
Corporate Social Responsibility (CSR) is the contribution from the Corporate towards
Social and Economic development of Society. CSR integrates Organization, Society and
Planet. CSR policy should ensure activities which may include sustainable development by
skill enhancement, sustainable environment, promotion to gender equality, prevention of
health care and sanitation, care for senior citizens and differently abled persons, etc.
Company will undertake projects/activities under Corporate Social Responsibility as
specified in Schedule VII of the Companies Act, 2013.
The CSR policy of the Company is stated in http://sintex.in/investor/SIL_CSR_policy.pdf
2. Composition of the CSR Committee:
Mr. Ashwin Lalbhai Shah, Chairman Independent Director Mr. Rahul A. Patel,
Member Managing Director (Group) Mr. Amit D. Patel, Member Managing Director
3. Average net profit of the Company for last three financial years
Average net profit: Rs. 322.35 Crores
4. Prescribed CSR Expenditure (two per cent of the amount as in item 3 above)
The Company is required to spend Rs. 6.45 Crore towards CSR.
5. Details of CSR spent during the financial year.
(a) Total amount spent for the financial year: Rs. 47,48,474. (b) Amount unspent, if
any: Rs. 5,97,51,526.
(c) Manner in which the amount spent during the financial year is detailed below: (Rs.
|CSR Project or Activities
||Location of the project/program
||Amount spent on the project/ program
||Cumulative expenditure upto the reporting period
||Amount spent direct/ implementing agency
|Distribution of Homeopathic Medicines
||Ahmedabad, Kalol, etc. (Gandhinagar)
|Maintenance & development of Garden for senior citizens
6. Reasons for not spending the prescribed CSR expenditure:
The Company was required to spend Rs. 6.45 Crore during the year 2014-15. The CSR
Committee of Board of Directors of the Company at its meeting held on 28th January, 2015
decided to give thrust on health sector, cleanliness by installing Dust-bins and portable
toilet under Swachh Bharat Abhiyan of Government of India. This being the first year of
CSR spending and availability of short time, the Company could not spend the required
amount during the year.
7. The CSR Committee, hereby confirms that the implementation and monitoring of CSR
Policy is in compliance with CSR objectives and Policy of the Company.
|Date: July 11, 2015
||Ashwinbhai L. Shah
||Amit D. Patel
||Chairperson, CSR Committee
||Managing Director (Group)