amtek auto ltd Directors report

Dear Members/Shareholders,

The Board of Directors / Resolution Professional hereby presents to the members performance of the company along with audited standalone and consolidated financial statements/accounts of the company for financial Year 2018-19.

1. STATE OF COMPANY AFFAIRS

The Financial Year 2018-19 was marked with volatility and disruptions due to competition and slowdown in the economy. Your company however continued to perform consistently well in these challenging times. With sales at Rs. 1135.69 Crore, Company has registered an overall de-growth of 21.67% in the turnover. EBIDTA at Rs. 53.11 Crore has decreased by 4.89% in respect of turnover over previous year.

The ‘Corporate Insolvency Resolution Process (CIRP) was initiated, on a petition filed by Corporation Bank, against the Company, which was admitted vide an Order of the National Company Law Tribunal (NCLT), Chandigarh dated July 24, 2017 under the provisions of the Insolvency and Bankruptcy Code 2016("Code / IBC").

That pursuant thereto, on July 27, 2017, Honble NCLT appointed Mr. Dinkar T. Venkatasubramanian as Interim Resolution Professional (IRP) in terms of IBC, who was subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC), constituted under IBC. Mr. Dinkar T. Venkatasubramanian, in his capacity as RP, has taken control and custody of the management and operations of the company with effect from August 22, 2017. As per the Code, the Resolution Professional RP has to receive, collate and admit all the claims submitted by the creditors of the company. Such claims can be submitted to the RP during the CIRP, till the approval of a resolution plan by the CoC.

The ‘Resolution Plan submitted by Liberty House Group Pte. Limited (LHG) was voted upon (between April 4, 2018 and April 5, 2018) & duly approved by the CoC and was further approved by NCLT vide Order dated July 25, 2018. As per Resolution Plan approved by the NCLT, the Resolution Applicant and Resolution Professional shall jointly supervise the implementation of the Resolution Plan until closing date. The Resolution Professional shall act as Insolvency Professional (IP) and will be a member on the Monitoring committee till such closing date.

However, LHG failed to implement the Resolution Plan. The CoC of the Company sought directions from the Honble NCLT for reinstatement of the CIRP by excluding the time spent, in calculating the 270 days under IBC.

The Honble NCLT vide Order dated February 13, 2019 reinstated the CIRP while observing that LHG has failed to implement the Resolution Plan. The NCLT excluded a 45 days period and an additional 10 days period to negotiate with Deccan Value Investors (DVI), the Resolution Applicant whose offer was second highest, while calculating the period of 270 days permitted for completion of the insolvency resolution process.

The CoC filed an appeal with Honble NCLAT to seek permission to restart the CIRP by inviting fresh resolution plans from interested resolution applicants for an effective resolution of the corporate debtor; and to grant adequate time (i.e. Minimum of 90 days) to the CoC and the RP to attempt a fresh process and resolution rather than forcing a resolution with Decaan Value Investors (DVI).

The Honble NCLAT vide their order dated May 3, 2019 instructed the ‘Resolution Professional to ensure that the company remains a going concern and the manufacturing and production of the company do not suffer, payment of wages to the employees/workmen are made on time and if any material is supplied during corporate resolution process, the payment must be paid to the supplier/creditor. However, Honble NCLAT vide their Order dated August 16, 2019 issued a directive to NCLT to proceed under Section 33 of IBC Code, i.e. to issue the liquidation order. Pursuant to the Honble NCLAT Order dated August 16, 2019, COC has filed an appeal with the Honble Supreme Court of India for staying the aforesaid NCLAT Order and to allow to restart the CIRP process and seek fresh bids. The Honble Supreme Court of India vide their interim order dated September 24, 2019 allowed the Resolution Professional to seek fresh bids within 21 days and within 2 weeks thereafter the CoC to consider the offers and be placed before the Honble Supreme Court of India on next date of hearing scheduled on November 5, 2019. Since the matter could not be heard on November 05, 2019, it was listed for hearing on November 13, 2019. The Honble Supreme Court of India has vide their order dated November 13, 2019 has directed the CoC to consider the offers received within the time limit and a decision with respect to the offers be taken within 3 weeks from November 13, 2019 and be placed before the Honble Supreme Court on December 09, 2019.

Further the matter was listed on December 2, 2019 and the Honble Supreme Court recalled the order dated 13.11.2019 and directed that fresh offers be invited within 30 days from today after due advertisement in accordance with the procedure prescribed for the purpose. The time fixed by this Court vide order dated 24.09.2019 is hence extended The offer may be evaluated within three weeks by CoC thereafter and it may be placed before this Court for consideration.

2. FINANCIAL RESULTS

The standalone and consolidated financial statements for the financial year ended March 31, 2019, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs.

Key highlights of financial performance of your Company for the financial year 2018-19 are provided below:

FINANCIAL PERFORMANCE

			Rs. in lakhs except per equity share data
Particulars	Standalone		Consolidated
	31st March, 2019	31st March, 2018	31st March, 2019	31st March, 2018
	(Year Ended)	(Year Ended)	(Year Ended)	(Year Ended)
	(Audited)	(Audited)	(Audited)	(Audited)
Revenue	1,15,494	1,53,515	4,81,587	4,74,458
Less : Expenditures (Excluding Depreciation)	1,11,254	3,72,964	4,59,457	6,74,070
Gross Profit Before Depreciation	4,240	(2,19,448)	22,130	(1,99,612)
Less : Depreciation	33,409	71,053	49,432	1,01,818
Profit Before Tax & Exceptional Items	(29,169)	(2,90,501)	(27,302)	(3,01,429)
Share of Profit/loss of Associates/
Joint Venture	–	–	(95)	(59,116)
Profit/(loss) before Exceptional Item	(29,169)	(2,90,501)	(27,397)	(3,60,545)
Less : Exceptional Item	6,491	8,70,829	8,961	6,41,441
Profit Before tax	(35,660)	(11,61,331)	(36,358)	(10,01,986)
Less : Tax Expenses	–	53,737	1,649	25,736
Profit /(Loss) for the year from Continuing operation	(35,660)	(12,15,068)	(38,007)	(10,27,721)
Other Comprehensive Income (net of Tax)	105	216	2,265	(15,505)
Total Comprehensive Income	(35,555)	(12,14,851)	(35,742)	(10,42,618)
Total Comprehensive Income from
Discontinued operations	–	–	557	7,415
Total Comprehensive Income (Profit/Loss)	(35,555)	(12,14,851)	(35,185)	(10,35,812)
Earnings Per Share for continuing operation	(14.36)	(489.44)	(15.15)	(401.74)
Earnings Per Share for discontinuing operation	–	–	0.22	2.79
Earnings Per Share for continuing and discontinuing operation	(14.36)	(489.44)	(14.93)	(398.95)

3. OPERATION PERFORMANCE REVIEW

During the Period under review, the revenue of the Company is Rs. 1,15,494 Lakhs. The loss after tax stood at Rs. (35,660) Lakhs. The Reserve & Surplus position at Rs. (9,47,738) Lakhs.

4. INDIAN ACCOUNTING STANDARDS

The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards (Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the aforesaid notification, with effect from April 01, 2016, the Company has transitioned to Ind AS. The transition is carried out from accounting principles generally accepted in India being the previous GAAP.

Accordingly, The annexed financial statements comply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013 (the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to time and other relevant provisions of the Act.

5. MATERIAL CHANGES AND COMMITMENTS

There was no material changes and commitments during the financial year 2018-19. However Company is in Corporate Insolvency Resolution Process "CIRP"and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

6. CAPITAL STRUCTURE OF THE COMPANY

The Share Capital Structure of the Company is categorized into two classes:-

			In Rs.
S.No	Particulars	Equity Shares Capital	Preference Shares Capital
1.	Authorised Share Capital	80,00,00,000	35,00,00,000
2.	Paid Up Share Capital	49,65,10,856	–
3.	Value per Share	2	100

During the period under review, there was no public issue, rights issue, bonus issue, etc and the Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

7. DIVIDEND

In view of losses incurred during the period under review, the Resolution Professional / Board do not recommend any dividend on the equity shares for the financial year ended March 31, 2019.

The Company has formulated a dividend distribution policy and the same is also displayed on the website of the company i.e. www.amtek.com .

8. SUBSIDIARY AND ASSOCIATES

During the year, Resolution Professional reviewed the affairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of Annual Report. Further, a statement containing the salient features of the financial statements of our subsidiaries, associates, joint ventures in the prescribed Form AOC-1 is annexed to the consolidated financial statements and forms part of the Annual Report which covers the financial position of subsidiaries and associate Company and hence not repeated here for the sake of brevity.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, these documents will also be available for inspection during business hours at our registered office in Haryana, India.

9. TRANSFER TO RESERVE

The company is in CIRP and Resolution Professional/ Board do not propose to transfer any amount to the general reserve.

10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 125 of the Companies Act, 2013, unclaimed final dividend for the financial year 2011-12 is due for transfer to Investors Education and Protection Fund (IEPF) established by Govt. of India.

11. EMPLOYEE STOCK OPTION SCHEME

Currently the Company has no Employee Stock Option Scheme. Therefore respective provisions are not applicable to the company.

12. BONUS ISSUE

Company has not allotted/transferred or issued any bonus shares during the year.

13. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY

There was no change in the nature of business of the Company during the financial year ended March 31, 2019. However Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017

14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Your Company has in place, an adequate system of internal controls commensurate with its size, requirements and the nature of operations. These systems are designed keeping in view the nature of activities carried out at each location and various business operations.

Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017 . Further it is stated that said Resolution Professional has not appointed the Internal Auditor of the Company to conduct the Internal Audit Functions for Financial Year 2018-19.

15. INTERNAL FINANCIAL CONTROLS

The Company has in place adequate financial controls commensurate with its size, scale and complexity of its operations. The Company has in place policies and procedures required to properly and efficiently conduct its business, safeguard its assets, detect frauds and errors, maintain accuracy and completeness of accounting records and prepare financial records in a timely and reliable manner.

16. SEGMENT REPORTING

The Resolution Professional / Board wishes to inform you that Segment Reporting is not applicable to the Company.

17. CASH FLOW ANALYSIS

The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI (LODR) Regulations, 2015 is annexed with the Annual Accounts of the Company.

18. CONSOLIDATED FINANCIAL STATEMENTS

The Company has Subsidiary/joint ventures/associate companies. Therefore consolidated financial statements are enclosed herewith.

19. DEPOSITS

The Company has not accepted any deposits covered under Chapter V of the Companies Act, 2013 read with The Companies (Acceptance of Deposits) Rules, 2014.

20. SECRETARIAL STANDARDS OF ICSI

The Ministry of Corporate Affairs has mandated SS-1, SS-2 and SS-3 with respect to board meetings, general meetings and payment of dividend respectively. The Company is in compliance with the respective Standard.

21. FRAUDS REPORTED BY AUDITOR UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE REPORTABLE TO THE CENTRAL GOVERNMENT

There are no such frauds reported by auditor, which are committed against the Company by officers or employees of the Company.

22. EXTRACT OF ANNUAL RETURNS

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013, read with Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the annual return in form MGT 9 is annexed herewith and forms part of this Report as Annexure III and same is displayed on the website of the company i.e. www.amtek.com.

23. CORPORATE SOCIAL RESPONSIBILITY

Corporate social responsibility forms an integral part of your Companys business activities. In compliance with Section 135 of the Companies Act, 2013 read with Companies (Corporate social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy which is available at www. www.amtek.com. The disclosure pursuant to Rule 9 of Companies (Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure – IV.

24. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

Change in Director: - During the Financial year ended March 31, 2019 Mr. Gautam Malhotra has resigned From directorship of the Company w.e.f 23rd May 2018.

KEY MANAGERIAL PERSONNEL:

The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the Companies Act, 2013 are as follows:

1. Mr. Vinod Kumar Uppal, Chief Financial Officer

2. Mr. Rajeev Raj Kumar, Company Secretary

25. BOARD INDUCTION, TRAINING AND FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS

Prior to the appointment of an Independent Director, the Company sends a formal invitation along with a detailed note on the profile of the Company, the Board structure and other relevant information. At the time of appointment of the Director, a formal letter of appointment which interalia explains the role, functions, and responsibilities expected of him/her as a Director of the Company is given. The Director is also explained in detail about the various compliances required from him/ her as a Director under the various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI (Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and other relevant regulations.

A Director, upon appointment, is formally inducted to the Board. In order to familiarise the Independent Directors about the various business drivers, they are updated through presentations at Board Meetings about the performance and Financials of the Company. They are also provided presentations/booklets about the business and operations of the Company.

The Directors are also updated on the changes in relevant corporate laws relating to their roles and responsibilities as Directors. The details of the Board familiarization programme for the Independent Directors can be accessed at www.amtek.com

Further it is stated that The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

26. PERFORMANCE EVALUATION

Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules made there under, Regulation 17(10) of and the SEBI Listing Regulations and the Guidance note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the Company had framed a policy for evaluating the annual performance of its Directors, Chairman, the Board as a whole, and the various Board Committees. The Nomination and Remuneration Committee of the Company had laid down parameters for performance evaluation in the policy, they include:

• Attendance

• Preparedness for the meeting

• Staying updated on developments

• Active participation in meetings

• Constructive contributions/positive attributes

• Engaging with and challenging management team without being confrontational or obstructive

• Protection of stakeholder interests

• Contribution to strategic planning

• Carrying out responsibilities as per the code of conduct

Further it is stated that The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

27. NUMBER OF BOARD MEETING

During the period under review, no meeting of Board of Directors held after the Commencement of Corporate Insolvency Process. Further the power of the Board of Directors of the Company has been suspended.

28. NUMBER OF MEETING OF COMMITTEE OF CREDITORS (COC)

Five (5) Meetings of the COC were held during the period, the details of which are provided below forms part of this Report.

29. POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The Companys policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. The policy of the Company on directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of the Companies Act, 2013, is available on our website i.e. www.amtek.com and also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year.

The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

30. DECLARATION BY INDEPENDENT DIRECTORS

The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017. Therefore no declaration received from each independent director under section 149(7) of Companies Act 2013.

31. SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017 Therefore no separate meeting of the Independent Directors was held during the financial year.

32. COMMITTEES OF THE BOARD

The Company had constituted/reconstituted various Board level committees in accordance with the requirements of Companies Act 2013. Further it is stated that the Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017 . Therefore board committee meeting has not been held during the financial year 2018-19.

Further role & responsibility of All Committees is being fulfilled by the Resolution Professional.

33. WHISTLEBLOWER POLICY

The Company had established an effective whistle blower policy (vigil mechanism) and procedures for its Directors and employees; details of which are provided in the Report on Corporate Governance which forms part of this report. The policy on vigil mechanism may be accessed on the Companys website at: www.amtek.com.

Further it is stated that the Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

34. REMUNERATION POLICY

The remuneration policy of the Company aims to attract, retain and motivate qualified people at the executive and at the board levels. The remuneration policy seeks to employ people who not only fulfil the eligibility criteria but also have the attributes needed to fit into the corporate culture of the Company. The remuneration policy also seeks to provide well-balanced and performance related compensation packages, taking into account shareholder interests, industry standards and relevant regulations.

The remuneration policy ensures that the remuneration to the directors, key managerial personnel and the senior management involves a balance between fixed and incentive pay reflecting short and long-term performance objectives appropriate to the working of the company and its goals. The remuneration policy is consistent with the ‘pay-for-performance principle. The Companys policy on remuneration and appointment of Board members as mentioned in the Remuneration Policy has been disclosed at the companys website www.amtek.com.

The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

35. AUDITORS

a) Statutory audit

Pursuant to provisions of Section 139 & Sec. 142 of the Companies Act, 2013 and rules framed there under, Your Companys Auditors, M/s. SCV & Co. LLP , Chartered Accountants, Delhi (Firm Registration No. 000235N), was appointed as the Statutory Auditors of the Company from the conclusion of 31st Annual General Meeting till the conclusion of the 36^th Annual General Meeting of the Company subject to ratification by members every year.

The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has dispensed with the requirement of ratification of Auditors appointment by the shareholders, every year. Hence, the resolution relating to ratification of Auditors appointment is not included in the Notice of the ensuing Annual General Meeting

The Company has received a certificate from the Auditor under section 141 of the Companies Act 2013 to the effect that they are eligible to continue as Statutory Auditors of the Company.

The Auditors have put certain qualifications in their report and details of qualifications provide in audit report which forming part of this report.

b) STATUTORY AUDITORS REPORT

The Auditor Report of the auditor is given as an annexure which forms part of the Annual Report.

c) COST AUDITORS

The Resolution Professional / Board has appointed Mr. Yash Pal Sardana (MembershipNo.17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company for the financial year 2018-19.

d) SECRETARIAL AUDIT REPORT

The Resolution Professional / Board have appointed M/s S.N Jain & Co, Ms. Shruti Jain Practicing Company Secretaries, to conduct Secretarial Audit for the financial year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is annexed herewith as Annexure 1. The Secretarial Audit Report contains qualification, reservation or adverse remark.

36. SECRETARIAL COMPALIANCE REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S. Khurana & Associates, Company Secretaries in practice has given the Secretarial Compliance Report of the Company for the financial year 2018-19. The Report of the Secretarial Compliance in prescribed format for the period ended March 31, 2019 is annexed as Annexure to the Report.

37. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

Pursuant to Provision of Regulation 55A of the SEBI (Depositories and Participants) Regulations, 1996, M/s S. Khurana & Associates, Company Secretaries, New Delhi, under took the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.

38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013

During the financial year ended March 31, 2019 the Company has made an investment of NIL in accordance with section 186 of the Companies Act 2013 are given in the notes to financial statements. During the year, the company has not granted loans, guarantee and or provided any security.

39. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION

The information of employees and managerial remuneration, as required under Section 197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014, and other details are annexed herewith and forms part of this report as Annexure V.

40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - VI in Form AOC-2 and the same forms part of this report.

41. RISK MANAGEMENT

The board of directors of the Company had formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

The development and implementation of risk management policy has been covered in the management discussion and analysis, which forms part of this report.

Further Company has developed and implemented a risk management policy which is periodically reviewed by the management. In accordance with Regulation 21 of SEBI Listing Regulations, 2015, the enterprise risk management policy of the Company, which had been duly approved by the Board and reviewed by the Audit Committee and the Board on a periodic basis. The risk management process encompasses practices relating to identification, assessment, monitoring and mitigation of various risks to key business objectives. Besides exploiting the business opportunities, the risk management process seeks to minimise adverse impacts of risk to key business objectives.

The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The Energy conservation continues to be an area of focus for Amtek. Initiatives to integrate energy efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

• improved monitoring of energy consumption through smart metering and integration with building management systems;

• setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

• creating awareness amongst associates on energy conservation through campaigns and events;

• focusing on enhancing the component of renewable power in our power sourcing strategy (through on-site solar power generation and third party purchase as feasible);

• Increased focus on procurement of energy efficient equipment.

The particulars of conservation of energy, technology absorption and foreign exchange earnings and outgo in accordance with the provisions of Section 134(3) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is annexed herewith and forms part of this Report and enclosed as

Annexure II.

43. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT

As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015, Management Discussion Analysis, Corporate Governance Practices followed by your Company, together with a certificate from S. Khurana & Associates, Company Secretaries confirming compliance of conditions of Corporate Governance are an integral part of this report.

A detailed review of operations, performance and future outlook of the Company is given separately under the head "Management Discussion and Analysis Report" and forms a part of this report.

44. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE

Your Company is committed to provide a work environment which ensures that every woman employee is treated with dignity, respect and equality. There is zero-tolerance towards sexual harassment and any act of sexual harassment invites serious disciplinary action.

The Company has established a policy against sexual harassment for its employees. The policy allows every employee to freely report any such act and prompt action will be taken thereon. The policy lays down severe punishment for any such act. Further, your Directors state that during the year under review, there were no cases of sexual harassment reported to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

45. DEPOSITORY SYSTEMS

Companys shares are compulsorily tradable in electronic form. As on March 31, 2019, 21,24,38,475 - Equity Shares stand with the NSDL Account and 35,49,17,62 Equity Shares stand with the CDSL and 3,25,191 Equity Shares stands in physical form.

The Company had entered into agreements with both National securities Depository Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders holding Shares in physical mode are requested to avail of the dematerialization facility with either of the depositories.

Your Company had appointed M/s Beetal Financial & Computer Services Private Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer Agent.

46. DISCLOSURE REQUIREMENTS

Details of the Familiarization Programmed of the independent directors are available on the website of the Company (www.amtek.com)

Policy on dealing related party transaction is available on the website of the Company (www.amtek.com)

The Company has formulated and published a Whistle Blower Policy to provide Vigil Mechanism for employees including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements) Regulations, 2015. (URL: www.amtek.com/investors).

47. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:

The ‘Corporate Insolvency Resolution Process (CIRP) was initiated, on a petition filed by Corporation Bank, against the Company, which was admitted vide an Order of the National Company Law Tribunal (NCLT), Chandigarh dated July 24, 2017 under the provisions of the Insolvency and Bankruptcy Code 2016("Code / IBC").

That pursuant thereto, on July 27, 2017, Honble NCLT appointed Mr. Dinkar T. Venkatasubramanian as Interim Resolution Professional (IRP) in terms of IBC, who was subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC), constituted under IBC. Mr. Dinkar T. Venkatasubramanian, in his capacity as RP, has taken control and custody of the management and operations of the company with effect from August 22, 2017.

As per the Code, the Resolution Professional RP has to receive, collate and admit all the claims submitted by the creditors of the company. Such claims can be submitted to the RP during the CIRP, till the approval of a resolution plan by the CoC.

The ‘Resolution Plan submitted by Liberty House Group Pte. Limited (LHG) was voted upon (between April 4, 2018 and April 5, 2018) & duly approved by the CoC and was further approved by NCLT vide Order dated July 25, 2018.

As per Resolution Plan approved by the NCLT, the Resolution Applicant and Resolution Professional shall jointly supervise the implementation of the Resolution Plan until closing date. The Resolution Professional shall act as Insolvency Professional (IP) and will be a member on the Monitoring committee till such closing date.

However, LHG failed to implement the Resolution Plan. The CoC of the Company sought directions from the Honble NCLT for reinstatement of the CIRP by excluding the time spent, in calculating the 270 days under IBC.

The Honble NCLT vide Order dated February 13, 2019 reinstated the CIRP while observing that LHG has failed to implement the Resolution Plan. The NCLT excluded a 45 days period and an additional 10 days period to negotiate with Deccan Value Investors (DVI), the Resolution Applicant whose offer was second highest, while calculating the period of 270 days permitted for completion of the insolvency resolution process.

The CoC filed an appeal with Honble NCLAT to seek permission to restart the CIRP by inviting fresh resolution plans from interested resolution applicants for an effective resolution of the corporate debtor; and to grant adequate time (i.e. Minimum of 90 days) to the CoC and the RP to attempt a fresh process and resolution rather than forcing a resolution with Decaan Value Investors (DVI).

The Honble NCLAT vide their order dated May 3, 2019 instructed the ‘Resolution Professional to ensure that the company remains a going concern and the manufacturing and production of the company do not suffer, payment of wages to the employees/workmen are made on time and if any material is supplied during corporate resolution process, the payment must be paid to the supplier/creditor. However, Honble NCLAT vide their Order dated August 16, 2019 issued a directive to NCLT to proceed under Section 33 of IBC Code, i.e. to issue the liquidation order.

Pursuant to the Honble NCLAT Order dated August 16, 2019, COC has filed an appeal with the Honble Supreme Court of India for staying the aforesaid NCLAT Order and to allow to restart the CIRP process and seek fresh bids. The Honble Supreme Court of India vide their interim order dated September 24, 2019 allowed the Resolution Professional to seek fresh bids within 21 days and within 2 weeks thereafter the CoC to consider the offers and be placed before the Honble Supreme Court of India on next date of hearing scheduled on November 5, 2019.

Since the matter could not be heard on November 05, 2019, it was listed for hearing on November 13, 2019. The Honble Supreme Court of India has vide their order dated November 13, 2019 has directed the CoC to consider the offers received within the time limit and a decision with respect to the offers be taken within 3 weeks from November 13, 2019 and be placed before the Honble Supreme Court on December 09, 2019.

Further the matter was listed on December 2, 2019 and the Honble Supreme Court recalled the order dated 13.11.2019 and directed that fresh offers be invited within 30 days from today after due advertisement in accordance with the procedure prescribed for the purpose. The time fixed by this Court vide order dated 24.09.2019 is hence extended

The offer may be evaluated within three weeks by CoC thereafter and it may be placed before this Court for consideration.

48. INDUSTRIAL RELATIONS

The Company maintained healthy, cordial and harmonious industrial relations at all levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to remain at the leadership position in the industry. It has taken various steps to improve productivity across organization.

49. GENERAL

The Board/ Resolution Professional 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:-

i) Issue of the equity shares with differential rights as to dividend, voting or otherwise.

ii) Issue of shares (including sweat equity shares) to Directors or employees.

iii) Purchase of or subscription for shares in the Company by the employees of the Company.

Further it is stated that there are subsidiary of the Company, so policy on material subsidiary is available on the website of the company .i.e. www.amtek.com

50. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT;

No Demat suspense account /unclaimed suspense account reported by RTA, NSDL and CDSL to the Company.

51. DISCLOSURE OF DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCY RESOLUTION PROCESS, BY A FINANCIAL OR OPERATIONAL CREDITOR OR BY THE COMPANY ITSELF UNDER THE IBC BEFORE THE NCLT;

The Company is in CIRP and accordingly power of the board has been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27, 2017.

52. RESOLUTION PROFESSIONAL / DIRECTORS RESPONSIBILTY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Resolution Professional "RP" /board hereby confirm that:

i. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure.

ii. They have selected accounting policies were applied consistently and the RP made judgments and estimates that are reason able and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st March, 2019 and of the profits/losses for the year ended on that date.

iii. they have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

iv. They have prepared the annual accounts on a going concern basis.

v. They have laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and operating effectively.

vi. They have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

53. ACKNOWLEDGEMENTS

The Directors /Resolution Professional wish to place on record their appreciation for the sincere services rendered by employees of the Company at all levels. Your Directors/ Resolution Professional also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors/Resolution Professional also commends the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors/ Resolution Professional looks forward to their continued support in future.

	By Order/Consent of the Resolution Professional
	For AMTEK AUTO LIMITED
	(Arvind Dham)
Date : 04.12.2019	DIN No. 00047217
Place : New Delhi	Chairman