Sintex Plastics Technology Ltd. - Quarterly/Annual Result Disclosures and Notes dated 31 Mar 2019
Auditor and Management Disclosures and Notes for the annual results dated 31 Mar 2019
1. The above standalone audited financial results for the quarter and year ended 31 March 2019. were reviewed by the Audit Committee and approved by the Board of Directors in their respective meetings held on 30 May 2019.
2. Sintex Industries Limited (SIL) on 25 May 2016 issued USD 110 million Step Down Convertible Bonds due in 2022 (FCCBs) The FCCBs are convertible at any time on and after 5 July 2016 and up to 15 May 2022 into fully paid equity shares with a nominal value of Rs. 1/- at the option of the holder, at an initial conversion price of Rs 93.8125/- (subsequently changed to Rs 92.16/-) per share with a fixed rate of exchange on conversion of Rs 67,4463/- per USD.
In terms of the Composite Scheme of Arrangement approved by Board of Directors on 29 September 2016, if a FCCB holder exercises the option of conversion, Sintex Plastics Technology Limited (SPTL) shall issue corresponding number of equity shares as issued by SIL to such convertible FCCB holder who are allotted equity shares of SIL The same will be credited to equity share capital and debited to general reserve as prescribed in the Composite Scheme of Arrangement
Pursuant to the composite scheme of arrangement approved by National Company Law Tribunal on 12 May 2017, the Company shall guarantee the due payment of all sums expressed to be payable by Sintex Industries Limited to the outstanding FCCB holders In case of payment of any outstanding sum to the outstanding FCCB holder by the Company. Sintex Industries Limited shall, without any further act, instrument, deed, matter or thing, make the payment to the Company as mutually decided by Company and Sintex Industries Limited
The Company has issued 39,153.388 equity shares of Rs 1 each to the equity shareholders of SIL on during year ending 31 March 2018 There arc USD 13 5 Million FCCBs outstanding for conversion as on 31 March 2019 No FCCBs were converted during the year ended 31 March 2019
3. Pursuant to approval given by the Members by postal ballot on 10 March 2018 and the In-Principle approval granted by BSE Limited and National Stock Exchange of India Limned Company has issue and alloted 6.67.00.000 Fully Convertible Warrants into equity shares of face value of Re. 1/- each, which is to be converted any time within 18 months from the date of allotment of the Warrants, for cash, at an exercise price of Rs. 90/- per Warrant (including a premium of Rs. 89/-) aggregating upto Rs. 600.30 crores to Star Line Leasing Limited, company belonging to promoter group of the Company Out of these 3,69,33,334 (including 1,65.00,000 equity shares during current year) Equity shares of face value Re 1/-each (with a premium of Rs 89/- per equity share) has been converted into equity shares till date.
Considering that the current share price of the Company is quoting substantially below the conversion price, on 30 March 2019, the Company has received an intimation from the warrant holder that they' have decided not to opt for the conversion of the aforesaid warrants and thus conveyed their inability to further exercise their right of conversion of warrants into equivalent number of equity shares. As a consequence thereof, the Company forfeited warrant subscription amounting to Rs. 66 97 crore (Rs 22.50 per warrant on 2,97,66,666 warrants) paid by the Promoter Group Company
Details of utilization of proceeds of Preferential Issue till 31 March 2019 as per Regulation 32(1) and 32(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015, arc as under: (For Table, kindly refer Corporate Announcements on www.bseindia.com.)
4. The Company has restated its financial statements as at 01 April 2017 and 31 March 2018. Accordingly, retained earnings as at 01 April 2017 and 31 March 2018 has increased by Rs 45.07 crores and Rs 45.28 crores respectively and total comprehensive income for the year ended 31 March 2018 has increased by Rs 0.22 crores.
5. Figures for standalone financial results for the quarter ended 31 March 2019 and corresponding quarter ended in previous year as reported in these financial results, arc the balancing figures between the audited figures in respect of the full financial year and published year to date figures upto the end of the third quarter of the respective financial year which were subject to limited review by the auditor.
6. The Company has presented segment information in the consolidated financial results accordingly, in terms of Paragraph 3 of Ind AS 108 'Operating Segments', no disclosures related to segments are presented in this standalone financial results.
7. The Company has received In-principle approval from National Stock Exchange of India Limited on 17 October 2018 and Bombay Stock Exchange of India on 20 November 2018 with respect to maximum of 3,000,000 Employee Stock Options to be granted under the "Sintex Plastics ESOP 2018" to Eligible Employees of the Company and its Subsidiary Companies. Nomination and remuneration committee of the Company is yet to decide the employees to whom the options will be granted and hence, no adjustment has been made in these results.
8. The Company is taking positive steps for deleveraging the balance sheet. Pursuant to same Board of Directors in their meeting held on 21 May 2019 has decided to explore the sale of auto division of one of its subsidiary viz. Sintex BAPL Limited Further Company has constituted the "Auto division divestment committee" to examine and finalise the proposals including completing all legal requirements.
9. Figures for the previous periods/year are re-classified/re-arranged/re-grouped, wherever necessary.