Sintex Industries - Annual Report - 2007-2008

SINTEX INDUSTRIES LIMITED

ANNUAL REPORT 2007-2008

DIRECTOR'S REPORT

Your Directors take pleasure in presenting the 77th Annual Report and audited accounts for the financial year ending March 31, 2008.

Financial results:

The financial performance of your Company for the year 2007-08 is given below:

(Rs. in crores) 2007-08 2006-07

Gross profit 332.23 202.99

Less : Depreciation 51.70 41.47

Profit before tax 280.53 161.53

Less: Provision for taxation - Current tax (including FBT of Rs. 1.34 crore) 37.12 19.96

Deferred tax 27.08 10.97

Profit/(loss) after tax before prior period items 216.33 130.60

Add/(less): Short provisions for taxation of earlier years - (0.02)

Profit after tax 216.33 130.58

Balance of profit of previous year 280.80 177.79

Profit available for appropriation 497.13 308.38

Appropriations:

General reserve 25.00 15.00

Proposed dividend on equity shares 13.65 10.75

Tax on dividend 2.32 1.83

Balance carried to balance sheet 456.16 280.80

Total 497.13 308.38

Review of operations:

At Sintex, our robust business model, innovative capability, complementary acquisitions and marketplace optimism converged to create a record year for the Company in 2007-08 reflected in the following numbers:

* 47.62% growth in gross turnover of the Company to Rs. 1,790.29 crores (61.89% growth in the gross turnover of the plastic division to Rs. 1438.61 crores and 8.49% growth in the gross turnover of the textile division to Rs. 351.68 crores).

* 59.22% growth in EBIDTA to Rs. 388.47 crores.

* 65.67% growth in post-tax profit to Rs. 216.33 crores.

* Rs. 18.35 basic and diluted earnings per share.

Dividend:

Your Company's dividend policy is based on the need to reward shareholders with cash dividends and protecting accruals. In line with this policy and an attractive performance in 2007-08, your Directors are pleased to recommend a dividend of Re. 1 per equity share on a face value of Rs. 2 each on 13,64,95,433 equity shares and any further shares that may be allotted by the Company following the conversion of bonds prior to September 1, 2008. In the previous year, Rs. 0.96 per equity share was offered on a face value of Rs. 2 each on 11,19,38,763 equity shares.

This dividend will be subject to the approval of shareholders, financial institutions and banks.

Business review and divisional performance:

We request readers to refer to the Management Discussion and Analysis for an overview of the Company's divisional performance (presented elsewhere in the report).

Plastics division: The plastics division continued to be the mainstay of the Company's business, accounting for 80.36% of the total turnover in 2007-08 (73.27% in 2006-07). Revenues from this segment increased 63.69% amounting to Rs. 1,314.64 crores during the year under review. This growth transpired as products from the plastics division reinforced their position as preferred brands of choice, reflected in growing recall and market share.

Prefabricated structures: The principal success of the plastics business comprised prefabricated structures. This business - particularly monolithic construction and BT shelters - was the primary driver of the business division as the Company provided turnkey BT shelter solutions (thermal management) to major telecom service providers like Bharti Airtel and Reliance. Within this space, the Company's innovative plastocrete technology resulted in an accelerated project rollout, catering to the growing Sarva Shiksha Abhiyan projects of the Gujarat and Delhi governments. The successful implementation of these nation-building projects enabled Sintex to bag sizable contracts across the country during the year under review.

Industrial custom moulding: There was a growing optimism for the industrial custom moulding business during the year under review for some good reasons. The downstream end of the power industry continued to grow attractively. Sintex meter boxes were received favourably by brand-enhancing customers like BHEL, the Maharashtra State Electricity District Company Limited, Northern Power District Company of AP Limited, Rajasthan Vidyut Vitaran Nigam Ltd, etc.

Water tanks: The Company's water tanks business reported an impressive growth as customised underground FRP tanks were used in water and petroleum applications. Going ahead, the approvals of these underground FRP tanks by leading oil companies like the IOCL, BPCL, HPCL and the MRPL will widen the market for these products and generate attractive revenues for the Company.

Textiles division: The textiles division's revenues grew 9.51% from Rs. 318.02 crores to Rs. 348.27 crores during the year under review.. To beat the clutter of a competitive marketplace, the division focused on the high-end textiles segment supported by technology, volumes, productivity and higher realisations. There was an increased preference for the super soft premium quality, which resulted in an increased off-take of stretch corduroy in women's wear. The proportion of women's wear in the overall mix increased, a significant achievement within only a year of the launch in the high-end women's wear segment.

The Company strengthened its business through alliance renewals with leading EU and UK design houses. These technology alliances translated into an expertise in specialised weaves (herringbone, moleskin, honeycomb, diamond, huck-aback and pique) and diverse fabric finishes (aloevera, dura white, teflon, nano, 3X, active fresh and vitamin E, among others). The Company also ventured into the manufacturing of home furnishings, receiving an interior furnishings order for Volvo buses in France.

Subsidiaries:

During the year under review, the Company commissioned the following subsidiaries:

* Sintex Holdings B.V. - a wholly owned subsidiary - was incorporated in the Netherlands in May 2007 to act as a holding company for companies in Europe and the US.

* Sintex Holding USA, Inc. was incorporated in Delaware, the US, in May 2007 as a wholly owned subsidiary of Sintex Holdings B.V.

* Sintex France SAS - a wholly owned subsidiary of Sintex Holdings B.V. - was incorporated in France in September 2007 to acquire Nief Plastic S.A.

* Sintex Industries UK Limited - a wholly owned subsidiary of Sintex Holdings B.V. - was incorporated in June 2007.

* Bright AutoPlast Private Limited - a wholly owned subsidiary of Sintex Holdings B.V. - was incorporated in July 2007 in Gujarat, India, to acquire the automotive business of Bright Brothers Limited.

Strategic acquisitions:

The Company strengthened its business during the year under review through the following strategic acquisitions and alliances:

Wausaukee Composites Inc.: Pursuant to a stock purchase agreement dated May 31, 2007, Sintex acquired 81% of the equity shares of WCI for USD 20.50 million. WCI's three US facilities manufacture highly engineered composite plastic and fibreglass components for industrial trucks and tractors, mass transit, medical imaging, wind energy and corrosion-resistant materials handling products. The acquisition was made with a clear objective: provide the Company with an immediate presence in the US composites market with a reach extending to a number of Fortune 500 companies like Philips Medical Systems, Siemens Medical Solutions, Alstom Transportation, G.E. Medical Systems and Rail Plan International. Sintex will use its low-cost Indian manufacturing capabilities to service WCI's high-volume business, facilitating a wider customer read on the one hand and higher asset utilisation at the other.

Bright AutoPlast Private Limited:

Pursuant to a business transfer agreement dated September 6, 2007, Bright AutoPlast, a Sintex subsidiary, acquired five manufacturing plants in Pune, Sohna, Chennai, Pithampur and Nasik from Bright Brothers Limited for Rs. 148.90 crores. These facilities specialise in the manufacture of injection-moulded plastic components for the automotive industry.

The product portfolio comprises exterior systems (front and rear bumper systems, green house systems and body side systems), interior systems (cockpit systems, overhead systems, side wall systems, acoustic management and seating systems) and under-the-hood systems (air dams, nozzle defrosters and radiator fan blades). These production facilities can also undertake vacuum foaming, PU foaming, ultra-sonic and hot plate welding, spray painting, decorative painting and assembly operations. The acquisition is a driver of potential business opportunities; Bright Brothers enjoys trusted and growing relationships with leading automotive companies like Maruti Suzuki, Tata Motors, Honda, Mahindra & Mahindra and Hyundai. Nief Plastic S.A.: Pursuant to a share purchase agreement dated September 28, 2007, Sintex acquired 100% equity shares of Nief Plastic, a French plastic components maker, for Euro 34.77 million. Nief Plastic possessed 11 manufacturing facilities - seven in France and one each in Hungary, Slovakia, Tunisia and Morocco - manufacturing plastic products for use in the automotive, electrical and electronics, aeronautics, defence, household appliances and building industries. Sintex expects to capitalise on the acquired company's strong European presence and high-quality insertion moulding competence reflected in an attractive presence in the demanding aerospace sector marked by limited competition. Its relationships comprise brand-enhancing companies like ABB, Areva, EADS, Faurecia, Legrand, Schneider, Siemens, Snecma, ThyssenKrupp Automotive, Valeo and Visteon.

Following this acquisition, Sintex will leverage Nief Plastic's technologies on the one hand and Indian low-cost manufacture on the other. It will also provide the Company with an opportunity to leverage its competitive pricing and technical capabilities and widen its European presence in the plastic component space. Sintex sees potential synergies in the businesses of Nief Plastic and Bright AutoPlast as both companies enjoy a strong automotive presence with committed customers.

Nero Plastics Inc.: On December 3, 2007, WCI acquired 100% equity shares of Nero Plastics for USD 4.7 million. Nero Plastics - its product portfolio is identical to WCI - is a custom moulder of low and medium volume structural plastic and composite components. The acquisition strengthened Sintex's position as a premier manufacturer of highly engineered structural plastic products supplied to global OEMs.

Sintex believes that the complementary businesses of WCI and Nero Plastics will enhance organisational value. Nero Plastics will significantly enhance then capacity of WCI's core moulding capabilities and reinforce the competitive strength across a number of moulding processes, where WCI possesses limited capacity or no prior experience.

Qualified Institutional Placement (QIP):

Pursuant to the approval of the shareholders at the Extraordinary General Meeting on December 24, 2007, your Company made a Qualified Institutional Placement (QIP) in accordance with Chapter XIIIA of the Securities and Exchange Board of India (Disclosure and Investor Protection) Guidelines, 2000. The Company intends to use the net proceeds received from the offering to accelerate further growth, fund various expansion plans, long-term working capital requirements, to finance investment opportunities and for general corporate purposes and for any other uses that may be permissible under applicable law.

Through the QIP, Sintex mobilised Rs. 589.50 crores by issuing 1,25,42,553 equity shares of a face value of Rs. 2 each to qualified institutional buyers at a premium of Rs. 468 per share.

Issue of foreign currency convertible bonds (FCCB):

Pursuant to the approval of the shareholders at the Extraordinary General Meeting on December 24, 2007, your Company made an international issue of USD 225,000,000 Zero Coupon Convertible Bonds due 2013 (subject to an option for the issue of up to USD 75,000,000 additional Zero Coupon Convertible Bonds due 2013) convertible into equity shares at a price of Rs. 580 per share. The bonds were issued on March 12, 2008, listed on the Singapore Exchange Securities Trading Limited. Unless previously redeemed, converted or purchased and cancelled, the bonds will be redeemed in US dollar on March 13, 2013 at 129.28% of their principal amount.

The Company intends to use all (or substantially all) of the proceeds of the bonds issue for the following objectives:

i) To meet foreign currency expenditure in connection with the expansion plans of each of the Company's existing businesses.

ii) To invest in overseas joint ventures and/or wholly owned subsidiaries.

iii) To fund overseas acquisitions.

iv) To meet any other needs in accordance with end-use restrictions specified in ECB guidelines issued by the RBI.

Preferential warrants allotment:

According to shareholders' approval in the Extraordinary General Meeting (EGM) held on December 24, 2007, your Directors allotted 66,00,000 optionally convertible warrants each to Kolon Investment Private Limited and Opel Securities Private Limited (collectively the Promoter Group) on a preferential basis at a price of Rs. 454.74 per warrant (10% of the consideration payable upfront). The warrants are optionally convertible into equity shares of Rs. 2 each within 18 months from the allotment date. During the year under review, your Directors allotted 13,44,000 equity shares at a price of Rs. 454.74 per share (inclusive of a premium of Rs. 452.74 per share) each to Kolon Investment Private Limited and Opel Securities Private Limited on its exercise of the options for conversion of 13,44,000 warrants each.

The full conversion of all warrants into equity shares and the fresh infusion of equity will reinforce the Company's net worth by Rs. 600.26 crores, strengthening the capital structure.

Employee stock option scheme:

The shareholders of the Company had approved of its employee stock option plan (Sintex Industries Limited Employees Stock Option Scheme 2006) in February 2006. This ESOP is administered by the Sintex Employee Welfare Trust on the basis of recommendations of the Compensation Committee of the Board. In terms of the plan, the Company periodically granted stock options to eligible employees. The Company will conform to the accounting policies specified in the guidelines as amended periodically. The details of the scheme are set out in Annexure 1 of this report.

Increase in authorised equity share capital:

Pursuant to your approval in the Extraordinary General Meeting held on December 24, 2007, the authorised equity share capital of the Company increased from Rs. 35 crores divided into 17,50,00,000 equity shares of Rs. 2 each to Rs. 50 crores divided into 25,00,00,000 equity shares of Rs. 2 each by the creation of 7,50,00,000 equity shares of Rs. 2 each.

Changes in equity share capital:

In 2007-08, the following changes were effected in the share capital of the Company:

I. Issue of shares upon FCCB conversion: Allotment of 93,26,117 equity shares of Rs. 2 each (fully paid up) on the conversion of FCCB amounting to USD 39 million.

II. Issue of shares to qualified institutional buyers: Allotment of 1,25,42,553 equity shares of face value of Rs. 2 each to qualified institutional buyers at a premium of Rs. 468 per share.

III. Issue of shares upon warrants conversion: Allotment of 26,88,000 equity shares of Rs.2 each at a price of Rs. 454.74 per share (inclusive of a premium of Rs. 452.74 per share) to the Promoters Group, following the conversion of 26,88,000 warrants.

Pursuant to the allotment of the aforesaid equity shares, the paid-up equity share capital of the Company increased from Rs. 22.39 crores to 27.30 crores and the securities premium account increased from Rs. 280.14 crores to Rs.1158.18 crores.

The new ordinary shares issued in 2007-08 rank pari passu with the existing ordinary shares of your Company.

Directors:

In accordance with the requirements of the Companies Act, 1956 and the Articles of Association of the Company, Shri Ramnikbhai H. Ambani, Smt. Indira J. Parikh and Dr. Rajesh B. Parikh retire by rotation, but being eligible offer themselves for re-appointment.

Shri Niten Malhan resigned from the Board with effect from November 30, 2007. The Board places on record its sincere appreciation of the valuable services rendered by Shri Niten Malhan during his tenure as a Director of the Company.

For the kind perusal of the shareholders, a brief resume of each of them, the nature of their expertise and the name of the companies in which they hold directorships and the details of membership of the committees of the Board are enclosed. Your Directors recommend their appointment.

Fixed deposits:

Your Company did not float any deposit scheme.

Listing of shares:

The names and addresses of the stock exchanges where the Company's securities are listed are given below:

* The National Stock Exchange of India Ltd, Exchange Plaza, Plot No. C-1, G Block, IFB Centre, Bandra Kurla Complex, Bandra (East), Mumbai 400051

* Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai 400001

* Ahmedabad Stock Exchange Ltd., Kamdhenu Complex, Panjrapole, Ahmedabad 380015

* Singapore Exchange Securities Trading Limited, 2 Shenton Way, # 19 - 00 SGX Centre 1, Singapore 068804. (FCCB'S USD 225 million)

The Company paid listing fees to all the above stock exchanges for 2008-09.

Corporate Governance Report:

This Corporate Governance Report forms part of the annual report. The Company is fully compliant with all the provisions of Clause 49 of the Listing Agreement within the stock exchanges in India.

Directors' Responsibility Statement:

To the best of their knowledge and belief and based on the information obtained by them, your Directors make the following statement in terms of Section 217 (2AA) of the Companies Act, 1956:

1. That in the preparation of the Annual Accounts for the year ending March 31, 2008, the applicable accounting standards have been followed and there have been no material departures.

2. That the Directors have 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 of the Company for that period.

3. That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities.

4. That the annual accounts for the year ending March 31, 2008 have been prepared on a going concern basis.

Consolidated financial statements:

In terms of the approval granted under Section 212(8) of the Companies Act, 1956 by the Ministry of Corporate Affairs, Government of India, vide its letter No. 47/233/2008-CL-III dated April 9, 2008, your Company was exempted from complying with the provisions contained in Sub-section (1) of Section 212 of the Companies Act, 1956 in respect of its subsidiaries.

However, as directed by the Ministry of Corporate Affairs, some key information were disclosed in a brief abstract forming part of this annual report. Accordingly, the annual report contains the consolidated audited financial statements prepared as per Clause 41 of the Listing Agreement entered into with the stock exchanges and prepared in accordance with the accounting standards prescribed by the ICAI.

Further, the Annual Accounts of the subsidiary companies and the related detailed information will be made available to any member of the Company/its subsidiaries at any point of time. The Annual Accounts of the subsidiary companies will also be kept for inspection by any member of the Company/its subsidiaries at the registered office of the Company and that of the respective subsidiary companies.

Information regarding conservation of energy:

Information required under Section 217(1)(e) of the Companies Act, 1956, read with Rule 2 of the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, and information as per Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended from time to time, forms part of this report. However, as per the provisions of Section 219(1)(b)(iv), the report and accounts were sent to all the shareholders of the Company, excluding the information relating to conservation of energy, technology, absorption and foreign exchange earning and outgo and the statement of earning of employees. Any shareholders interested in obtaining such particulars may inspect the same at the registered office of the Company or write to the Company Secretary for a copy.

Insurance:

All the insurable interests of the Company, including plant and machinery, stocks, loss of profits, standing charges and the insurable interest are adequately insured.

Auditors:

M/s. Deloitte Haskins & Sells, statutory auditors of the Company, retire and are eligible for re-appointment and have indicated their willingness to be reappointed. The observations made in the Auditor's Report are self-explanatory and do not call for any further comments under Section 217 of the Companies Act, 1956.

Cost accounting records:

As required under the order made by the central government, the Company is maintaining necessary cost accounting records in respect of cotton textiles.

Acknowledgements:

Your Directors gratefully acknowledge the continued support of the bankers, investing institutions, customers, dealers, vendors, employees and shareholders.

On behalf of the Board,

Place: Ahmedabad Dinesh B. PatelDate : April 30, 2008 Chairman

Annexure 1 to the Director's Report

Disclosure pursuant to the provisions of SEBI (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999

Details of the grants as on March 31, 2008:

a. Total number of options covered under the plan 10,00,000

b. Total number of options granted 6,63,500

c. Pricing formula An exercise price of Rs. 91.70 per share shall be payable by an employee pursuant to the ESOP Scheme.

The employee can opt for conversion of the options by applying to the Trust by a written notice during the exercise period, in a specified format accompanied by payment of the exercise price and all applicable taxes. Such notice is required to be provided by the employees to the Trust not less than 30 (thirty) days before the exercise of the options by the employee.

d. Vesting schedule All options granted on any date shall vest at the expiry of 36 months from the date of the Grant

e. Options vested Nil

f. Options exercised Nil

g. Options lapsed Nil

h. Variation of terms of options No terms of the ESOP scheme have been varied.

i. Money realised by exercise of No options have been exercised so options far and therefore no money has been realised till date by exercise of options.

j. Total number of options in force 6,63,500

k. Person-wise details of options granted to:

i) Directors 10,000

ii) Key managerial employees 6,53,500

iii) Any other employee who received a grant in any year of options amounting to 5% or more of options granted during that year Nil

iv) Identified employees who are granted options, during any one year equal to or exceeding 1% of the issued capital (excluding warrants and conversions) of the Company at the time of grant Nil

l. Diluted earnings per share Not applicable as no options have been exercised.

m. Weighted average exercise price An exercise price of Rs. 91.70 per equity share shall be payable to the ESOP Scheme.

n. Weighted average fair value of options Not applicable

o. Description of method and assumptions used for estimating fair value of options Not applicable

Management's Discussion and Analysis:

Economic overview:

Developing countries like China and India reinforced their positions as global economic engines with purchasing power parity of 30% and 11% respectively.

India emerged as the second largest emerging market economy, fourth largest global economy and the second fastest growing economy, growing at 9% in 2007-08 in line with its four-year average of 8.9%. India also emerged as a trillion-dollar economy in the first quarter of 2007-08, its GDP of over USD 1,100 billion graduating it to the elite club of 12 economic powerhouses to enjoy this distinction.

The Indian economy growth pattern:

Growth in Growth in Projection for Average2005-06 2006-07 2007-08 3-year growth

9.4% 9.6% 9.%* 9.3%

* Projection by the NCAER

[Source: Economic Times]

Segment analysis:

Sintex represents an attractive proxy of the growing plastics and textile businesses. While the Company was incepted with a focus on textile manufacture, it capitalised on the plastic opportunity in the Seventies through a pioneering manufacture of overhead water tanks. Since then the Company has emerged as a diversified products manufacturer with a growing presence in these two sectors.

Plastic industry overview:

Plastic refers to a range of synthetic or semi-synthetic polymer products manufactured by organic condensation or addition polymers and may contain other substances to improve performance or economics. There are many natural polymers generally considered to be plastic. Polymers are processed through various techniques like extrusion, injection moulding, blow moulding and rotomoulding to manufacture finished products.

Different plastic varieties for multiple uses;

Type Uses

LDPE / LLDPE Consumer packaging/film, extrusion wires, cable coatings, etc.

HDPE Fertilizers, household packaging, woven sacks, cartons, crates, luggage, pipes, etc.

Polypropylene (PP) Cement packaging, monofilament yarn, ropes, etc.

PVC Water pipe, electrical wires, cables, sheets, etc.

Polybutadeine Rubber Automotive tyres and tubes, conveyor(PBR) belts and footwear

Source: MCX

The automobile industry is one of the largest consumers of plastic as it is lightweight, resilient, rust-resistant and a good insulator. Earlier, plastic was used only in decorative laminates, but now complete furniture and upholstery are being substituted with plastic.

The use of plastic has increased over the years in water and air transport. Fibreglass boats are preferred on account of their lightweight appearance, low maintenance costs and anti-corrosion. A plastic product provides safety, performance and value. Plastics have almost substituted glassware and crockery, used in making appliances like refrigerators, washing machines, televisions and computers. It has emerged as a key element in modern packaging, used in making artificial body parts like artificial heart valves, bones and teeth. Polymers play a significant role in textiles, too, with synthetic fibres in vogue and used as substitutes to natural fibres like cotton, wool and silk.

The Rs. 55,000- crore Indian plastic industry constitutes around 0.7% of the country's million people-years of employment potential (excluding the service sector). The industry now averages 15% growth every year, servicing upstream and downstream sectors.

The Indian plastic industry made significant progress following the manufacture of indigenous polystyrene in 1957. The post-1991 liberalised economy strengthened the industry through joint ventures, mergers, acquisitions and technology access. The result: per capita plastic consumption grew from 3 kg in 1999-2000 to 5 kg in 2005-06 and 7.9 kg in 2007- 08 concurrent with a significant shift in mindset: once perceived as environmentally hazardous, plastic has leveraged cutting-edge developments in polymer technology, processing machinery and cost-effective production techniques to emerge as an ideal material for diverse environment-friendly applications.

According to the Plastics Export Promotion Council, exports did reasonably well in 2006-07 with a 21% growth to USD 3,187 million with the following year's target set at USD 3,827 million.

Opportunities and outlook:

The Indian plastic industry is catalysed by surging demand in downstream industries like packaging, automobile and retail on the one hand and an exponential rise in middle-class disposable incomes on the other. For instance, the Indian automotive sector is averaging an annual growth of more than 10%; the retail sector reflects a strong growth potential across the foreseeable future; the FMCG segment accelerated at 14.5% a year driving demand in the packaging sector; the Rs. 25,000-crore Indian consumer durables industry registered a 12% growth in 2007-08 and can potentially grow at 20% in 2008-09.

India's plastic industry expects to capitalise on this optimism through the following realities:

* A large and expanding domestic market.

* A burgeoning consuming class with increasing purchasing power.

* De-licensed and de-regulated regime, facilitating growth and investment.

* Large processing industry base of more than 22,000 units with the potential for another 40,000 units.

* Low manpower costs, providing an export edge.

* Recent gas finds, enhancing feedstock security.

* Environmental opportunities through water security, energy conservation and preservation of natural resources.

India is the eighth largest plastic consumer in the world with a per capita consumption of around 8 kg - far below the global average of 20 kg. The consumption of recycled plastic constitutes approximately 30% of the total off-take in the country. Thanks to the rising demand in the domestic market, India is expected to be the third largest consumer after the US and China by 2010 with an expected consumption of 12.5 MMT (a projected CAGR of 15%), as against 38.9 MMT for the US and 31.3 MMT for China. The polymer demand in India will be largely dominated by polythene and polypropylene.

Corporate developments, 2007-08:

Sintex strengthened its business during the year under review through the following initiatives:

* The Company acquired a 100% stake in Nief Plastic Group for Euro 34.7 million (100% equity value) to establish itself in the international plastic component and composite markets. This will enable the Company cater to reputed automobile manufacturers like Peugot, Renault, Schneider, Alstom, Faurecia, etc. and penetrate deeper into the EU markets with precision plastic auto-component products.

* Sintex acquired an 81% stake in Wausaukee Composites Inc. for USD 20.5 million, spreading its composite component footprint across the US. Wausaukee acquired a 100% stake in Nero Plastics Inc., USA. The Company will automatically cater to Nero's reputed client base comprising Phillips, Siemens, Hitachi, Toshiba, GE, Caterpillar, New Holland Tractors, Agco, Bobcat, Alstom and Amtrac among others.

* Bright AutoPlast, a subsidiary of Sintex, acquired the automotive plastic division of Bright Brothers Limited for Rs. 148.90 crores. This enabled the Company to assume control of five strategically located manufacturing plants in Pune, Sohna, Chennai, Pithampur and Nasik, specialising in the manufacture of injection-moulded plastic components for the automotive industry.

* The Company's decades-long industry presence translated into the coveted Dun & Bradstreet Award for being the best in the Indian plastic processing category.

* The Company achieved the Super Brand status for the first time, translating into visible brand equity and stakeholder confidence.

Prefabricated structures:

* Prefab structures find extensive application in infrastructure development for a good reason: these structures are economical and quicker to erect than steel or cement structures.

* Sintex is India's prefabricated leader, leveraging a rich government / private sector customer mix with requirements for health centres, school rooms, portable toilets, bunk houses for defence, storage sheds, cabins and base station equipment shelters.

* Sintex enjoyed an order book of Rs. 225 crores. To address growing demand, the Company plans to increase its prefabricated structure capacity from 60,000 square feet to 80,000 square feet per day.

* The Company attracted new customers and penetrated new telecom markets by offering innovative turnkey solutions. It provided energy-saving shelters through the integration of thermal management systems (PCM and IPU), emerging as one of the biggest suppliers to Bharti Airtel, Vodafone Essar and Idea Cellular, among others.

* The Company leveraged the innovative plastocrete technology, secured new orders and forayed into emerging areas and sectoral applications through increased orders arising out of the Sarva Shiksha Abhiyan (SSA) project. The Company was awarded approvals from the Northeast, Jharkhand and Bihar where the use of prefabs was considered ideal. It is expected that the successful execution of these orders will lead to repeat business.

Monolithic concrete construction:

* Sintex pioneered the reusable plastic formwork concept to cast entire floors, walls and slabs of multi-storey lowincome houses with plumbing and electrical conduits embedded in load bearing walls.

* The Delhi government approved the Sintex Monolithic Concrete Construction technology for its urban renewal programme, which is expected to be completed by March 2009. The project will generate revenues of around Rs.200 crores (first phase commissioned).

* Sintex entered into an MoU with the government controlled Gujarat Urban Development Company for the construction of living quarters for the economically weaker section in Ahmedabad, Baroda, Rajkot and Surat. The Company commenced the project, servicing low-cost mass housing demand in Karnataka, Maharashtra and Tamil Nadu in line with the JNNRUM initiatives. The business is expected to grow significantly with attractive margins.

* The Company will also offer housing solutions to the private sector. It is presently engaged in talks with certain private organisations for housing their growing workforce.

Industrial custom moulding:

* The Company's industrial custom-moulded products enjoy a growing demand. It is a market leader in the material handling and logistic segments; in the automobile segment, there is an increasing preference for lightweight material. To enhance its global share, Sintex acquired companies within India and Europe.

* The Company's SMC meter boxes were accepted by reputed power utility companies like BHEL, Maharashtra State Electricity Dist. Co. Limited, Northern Power Dist. Co. of A.P. Limited, Rajasthan Vidyut Vitaran Nigam Ltd. etc.

* The Company secured approvals of meter boxes from Bharat Electronics Ltd.

* It is expected to generate attractive revenues from the Indian Defence Ministry's keenness to introduce moulded polyethylene boxes for ammunition packaging.

* The Company's insulated boxes were approved by Tamil Nadu Fisheries and Gujarat Fisheries, among others.

* Sintex believes that the government's Accelerated Power Development and Reform Project (APDRP) and the Rajiv Gandhi Grameen Vidyutikaran Yojana (RGGVY) for rural electrification will trigger a substantial demand for electrical accessories. It manufactures tamper-proof SMCmeter boxes, enclosures for meters, polymeric insulators and cross arms for power transmission grids.

* The investment surge in India's power sector strengthened the demand for electrical accessories. To address this spike as well as prospects created by the growing Indian automotive sector, Sintex will expand its manufacturing capacity and widen its product portfolio.

Water tanks:

* The Company's water tank business reported a modest growth in 2007-08.

* It expanded the country-wide distribution network to 25,000 retailers and raised the market share above 50% through a marginalisation of small suppliers and intelligent leveraging of the Sintex brand.

* The Company introduced water tanks made of fibre reinforced plastic (FRP), widely accepted for superior and hygienic storage of water and petroleum products (underground). Recent approvals of the Company's underground FRP tanks by leading oil companies like IOCL, BPCL, HPCL and MRPL will generate enhanced business.

Key initiatives:

During the year under review, the Company continued to evolve new products and solutions, translating into an attractive brand recall.

* Sintex continued to work on new materials and technologies for the development of low-cost housing solutions in India. While annual LIG demand was estimated at 2.5 crores homes, supply continued to be low leading to water storage issues. This translated into the Company's provision for rainwater harvesting systems in LIG housing units, which will be available for sale and installation from 2008-09.

* The Company collaborated with external and in-house R&D laboratories and institutions to produce biogas plants to convert organic wastes, animal waste, human waste and kitchen waste into biogas and manure. Sintex is positioned as the foremost global convertor of organic wastes into useful energy and fertilisers. This initiative was reported in the 3 March 2008 issue of Fortune magazine.

* The Department of Science & Technology, Government of India, in its National Mission on Bamboo Applications (NMBA), selected the Company as a partner for the promotion of bamboo as building material and bamboo-based building structures. This vital programme, initiated by the Government of India, is aimed at the Northeast and tribal belts with attractive stakeholder benefits.

* During the year under review, the Company collaborated with the Tokyo-based Aqua Nishihara Corporation Limited with a plant in Thailand for the development of packaged wastewater treatment plants. Nishihara is a pioneer in such plants; this agreement will enable the Company to offer cost-effective wastewater treatment solutions to locations not connected with a central system or where treatment is necessary.

* The Company instituted a complete range of greenbuilding products. It installed a state-of-the-art sandwich panel manufacturing plant providing an energy saving envelope for new and old buildings, qualifying them as green buildings under the Energy Conservation Building Code of the Government of India. Our energy saving windows with rainwater harvesting systems and package type wastewater treatment plants will be major elements of green architecture and living.

Operational performance:

A near-9% economic growth and a 10% plastic industry growth resulted in the Company reporting a superior performance in 2007-08. While its topline grew 63.69% from Rs. 801.34 crores in 2006-07 to Rs. 1,311.73 crores in 2007- 08, realisations improved significantly due to portfolio value addition and diversification. The EBIDTA margin of the plastic division strengthened by 284 basis points from 19.09% to 21.93%, thanks to a growing demand of stronger prefabricated structures like monolithic construction, BT shelters etc. This trend is likely to accelerate following acquisitions in the US, EU and India.

Way forward:

The plastic division is optimistic of growth across all verticals. The prefabs segment will be a major growth driver, followed by custom-molded products and proprietary products. The Company expanded the range of water tanks; it foresees a robust growth of 30% in this segment over the next three to five years. It is also optimistic of the performance of underground storage tanks (water and petroleum applications) on account of underground FRP tank approvals from leading oil companies. The Company launched a campaign to diversify its range of doors and the ability to tailor the product around different specifications, translating into attractive prospects.

Green buildings are emerging as a necessity across the UAE, Saudi Arabia and China. To address this opportunity, the Company created all the necessary fabrication facilities and franchisees.

The Company is also optimistic about the power sector potential where USD 200 billion investments across five years are expected to translate into a growing demand for industrial products like boxes, enclosures, polymeric insulators, cross arms, etc.

Textile industry overview:

The textile industry provides a fundamental necessity for a vast segment of India's population. The industry in India is self-sufficient from raw materials to final products with attractive value-addition at every intermediate processing stage.

The industry constitutes nearly 5% of the country's GDP. Textile is the largest employment generator after agriculture and is expected to create 12 million new jobs by 2010. The USD 47-billion textile sector in India constitutes nearly 14% of the country's industrial output. The domestic market for textile stands at USD 30 million, while the remaining USD 17 billion comes from exports. The industry accounts for nearly 30% of the country's total exports.

The industry is diversified (hand-spun, hand-woven and sophisticated), fragmented, raw material rich, has low import sensitivity, large pool of cheap labour and superior fibre resources (cotton, polyester, silk, viscose, etc). The country enjoys an edge across the entire textile value chain with a competence in spinning.

The industry comprises segments like readymade garments, cotton textiles, including handlooms (mill-made / powerloom/ handloom), man-made textiles,

silk and woolen textiles, handicraft, including carpets, coir and jute.

Exports:

Textile exports that were growing moderately till 2004-05, registered a sharp growth of 21.7 per cent from USD 14,000 million in 2004-05 to USD 17,000 million in 2005-06 (following the scrapping of quotas) and USD 19,620 million in 2006-07. Currently, India has a 3.5-4% share in global textile exports and 3% in clothing exports. While Europe continues to be India's largest export market with a 22% share in textiles and 43% in apparels, the US remains the single largest buyer of Indian textiles and apparels with 10% and 32.6% shares. The other countries on India's export map include the UAE, Saudi Arabia, Canada, Bangladesh, China, Turkey and Japan.

Readymade garments constituted the largest export segment, accounting for 45% of textile exports and 8.2% of India's total exports. This segment benefited significantly following the termination of the multi-fibre arrangement in January 2005. The export of readymade garments from India is expected to touch USD 14,500 million by 2009-10 with a cumulative annual growth of 18 to 20%, according to the Apparel Export Promotion Council.

Opportunities and outlook:

Going ahead, the Indian textile industry is projected to grow at 16% in value terms to reach USD 115 billion by 2012, with exports growing at 22%. The shares of clothing and apparel sub-sector in the textile export basket are estimated to climb 16% in volume terms and 21% in value terms. The share of clothing in India's textile exports is also expected to increase from 45% to 60% by 2012.

The factors catalysing India's textile growth comprise the following:

* Re-imposition of quotas on China by the EU and the US in 2007 and 2008.

* Escalating demand from retailers owing to restrictions on China.

* Existence of a multi-fibre base, higher production of fibre and yarn, embroidery and design skills in India.

* Better governance and enhanced scale of Indian companies compared with their Asian counterparts.

* Favourable demographics, rising income, population and retail penetration in other countries.

Significant developments, 2007-08:

* Presently, the Company has more than 370 shuttleless looms which enable it to manufacture 100% cotton and high-value structured fabrics for shirting, suiting, jacquard and women wears.

* The Company exported its fabric primarily to international buyers in Europe and the US through a marketing alliance with various buying houses and fashion houses.

* The sale of fabric was accomplished through choice from catalogues or collections. The Company attracted an improved catalogue choice and collection realisations, compared with the previous year.

* The Company manufactured soft premium corduroy fabric, particularly stretch corduroy (used for women's wear), marketed to companies like Ann Taylor and Banana Republic in the US, and Mark and Spencer among others. As a result, the women's wear segment reported a healthy contribution to the divisional topline in its year of launch.

* The Company successfully forayed into the domestic and international markets servicing reputed brands like Color Plus, ITC Wills, Ann Taylor, Marks and Spencer and Pantaloons, Louis Philippe, Van Heusen among others.

* The textiles division represents a high-margin business with historical operating margins in excess of 25%. During 2007-08, the Company reported a 56-basis point increase in EBIDTA margin to 29.32%.

* The Company also ventured into the home furnishings segment and received a furnishing interiors order from Volvo buses in France.

Key initiatives:

* Sintex renewed its win-win alliance with leading fashion design houses in Europe. While these design houses are now able to market new designs manufactured by Sintex at an attractive cost, the Company in turn, can freely use their designs following a year of the expiry of design patent.

* Sintex renewed its agreement with a reputed UK-based firm with rich consumer knowledge, helping save designing and packaging costs as well as the time in identifying evolving client requirements. This helped the Company develop a niche in fabric management and marketing as well as provided access to 9,000 designs per quarter.

Operational performance:

The textile division performed creditably in adverse circumstances, marked by the strengthening of the Indian rupee and rising raw material prices. The result was a 8.70% growth in the division's topline from Rs. 316.43 crores in 2006-07 to Rs. 343.97 crores in 2007-08 largely on account of a 49% rise in exports to Euro-denominated nations like Italy and Spain - a natural hedge against a weakening US dollar. Following enhanced demand for high-end niche fabrics among international design houses, the per metre fabric realisation of the Company rose significantly from Rs. 123.86 to Rs.129.43. This volume-value play reinforced the Company's position in a niche textile business.

The Company hedged a significant increase in key raw material costs (cotton and power), with a systematic procurement plan: whereby cotton was purchased around six months in advance, it was stocked at the supplier's warehouses to save inventory cost. The Company's captive power plant is capable of generating 18.5 MW to meet the dual requirements of the plastic and textile divisions resulting in an annual cumulative saving of more than Rs. 10 crores. As a result of these operational efficiencies, the EBIDTA margin of the textiles division grew by 57 basis points from 28.75% in 2006-07 to 29.32% in 2007-08.

Way forward:

Looking ahead, Sintex will expand its textiles capacity from 24 million metres to 29 million metres per annum by 2008-09. Besides, it intends to increase its presence in women's shirting and establish itself as a focused interior furnishings manufacturer in the national and international markets.

Human resources:

Sintex provides a fair, empowered, merit-based workplace, encouraging continuous learning. During the year under review, the Company's employee strength touched 3,368 individuals.

The Company was actively engaged in imparting functional and attitudinal training to employees for maximum productivity; other initiatives comprise a regularised recruitment process as well as a fair and unbiased performance appraisal system with an inbuilt feedback system. During the year under review, the Company created a compensation structure that provided members with tangible and intangible benefits.

Internal controls and procedures:

At Sintex, stringent internal control systems and procedures checked the unauthorised use of products, ensuring optimal resource utilization. The Company conducted regular and extensive checks at every stage of its production and dispatch cycle to ensure strict operational and quality compliance. An Audit Committee, headed by a Non-Executive Independent Director, periodically reviewed audit observations.