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It gives me great pleasure to present the 35th Boards Report of Your Company, along with the Balance Sheet, Statement of Profit and Loss and Statement of Cash Flow for the financial year ended March 31, 2018.
This is to apprise the members of Castex Technologies Limited that Honble National Company Law Tribunal, Chandigarh Bench, vide its order dated 20thDecember 2017 ("Order"), admitted the application for initiation of corporate insolvency resolution process ("CIRP") filed by State Bank of India in respect of Castex Technologies Limited ("Corporate Debtor") in accordance with Section 7 of The Insolvency and Bankruptcy Code, 2016 (the Code). Pursuant to the order Mr. Dinkar T. Venkatasubramanian was appointed as the Interim Resolution Professional and thereafter was appointed as the Resolution Professional for the Corporate Debtor by the Committee of Creditors.
In terms of Section 17 of the Code, on commencement of the Corporate Insolvency Resolution Process (CIRP), the powers of the Board of Directors of CTL stands suspended and the same are being exercised by the Resolution Professional. The management of the affairs of CTL has also been vested with Resolution Professional till the time the resolution plan is approved by the CoC and further, approved by the NCLT under the Code.
This report is containing the Business and operations of Castex Technologies Limited (the Company or Rs.CTL), along with the audited financial statements and consolidated performance of the Company and its subsidiaries for the financial year ended March 31, 2018.
The standalone and consolidated financial statements for the financial year ended March 31, 2018, forming part of this Annual Report, have been prepared in accordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
The Companys, financial performance, for the year ended 31st March, 2018 and period ended 31st March, 2017 is summarized below:-
in Rs. lakhs except per equity share data
|31st March, 2018||31st March, 2017||31st March, 2018||31st March, 2017|
|(Year Ended)||(Year Ended)||(Year Ended)||(Year Ended)|
|Less : Expenditures (Excluding Depreciation)||1,19,798||204,787||1,19,798||204,005|
|Gross Profit Before Depreciation||(66109)||(57,923)||(66,109)||(57,141)|
|Less : Depreciation||47,483||52,651||47,483||52,651|
|Profit Before Tax & Exceptional Items||(1,13,591)||(110,574)||(1,13,591)||(109,792)|
|Share of Profit/(loss) of associates and Joint Ventures||||||(1)||3|
|Profit/(Loss) before exceptional items and taxes||(1,13,591)||(110,574)||(113,592)||(109,789)|
|Less : Exceptional Item||67,020||40,035||67,020||40,035|
|Profit Before tax||(180,611)||(150,609)||(1,80,612)||(149,824)|
|Less : Tax Expenses(Deferred Tax)||(2)||(46,216)||(2)||(45,975)|
|Profit / (Loss) for the year||(180,609)||(104,393)||(180,610)||(103,849)|
|Earnings Per Share for continuing operations|
|Earnings Per Share for discontinuing operations|
|Earnings Per Share for continuing and discontinued operations|
STATUS OF COMPANY AFFAIRS
As the Company is under CIRP under the Code, the Company is being run as a going concern. You will be happy to know the performance of the Company is satisfactory.
This Year under review has been quite challenging. During the period under review, based upon the Standalone Financial statements, the revenue of the Company is Rs. 53,689 Lakhs. The Net Loss stood at Rs. 1,80,609 Lakhs. The Reserve & Surplus position (Other Equity as per IND-AS) as on 31stMarch, 2018 at Rs 11015.67 Lakhs.
In view of losses incurred during the period under review, the Board of Directors does not recommend any dividend on the equity shares for the financial year ended March 31, 2018
During the period under review, your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2013 from the Shareholders/Public.
SUBSIDIARY AND ASSOCIATES
During the period under review, the Board of Directors (Rs.the Board) 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 this Annual Report. Further a statement containing the salient features of the financial statement of our subsidiaries, associates, joint ventures in the prescribed Form AOC-1 which is annexed to the consolidated financial statement and which forms part of this annual report. The statement also provides the details of performance and financial positions of each of the subsidiaries.
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, www.amtek.com.These documents will also be available for inspection during business hours at our registered office in Haryana, India.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company possess highest personal and professional ethics, integrity, values and provide leadership, strategic guidance and objective judgment on the affairs of the Company.
The Board consists of Eight Directors on end date of financial year under review, comprising of Non- Executive Directors and Executive Directors. The name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated under SEBI(LODR) Regulations, 2015 is provided in the Corporate Governance Section of this Annual Report.
During the period under the review that Mr. John Ernest Flintham resigned on 31st March, 2018.
Mr. Gautam Malhotra has resigned from Directorship with the effect from 23rd May, 2018
Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointment of Mr. Sanjay Arora (Whole-time Director), Mr. Ajay Kumar (Chief Financial Officer) and Ms. Ruchika (Company Secretary) as key managerial personnel of the Company was formalized.
Mr. Ajay Kumar was appointed as Chief Financial Officer of the Company in place of Mr. Darshan Prasad Yadav w.e.f. 27th November, 2017.
Ms. Ruchika was appointed as Company secretary of the Company in place of Ms. Bhavya Sehra w.e.f. 12th February, 2018
During the period under review, there is a no change in an Authorized Share Capital of the Company. The Authorized Share Capital of the Company is Rs. 97 Crores of face Value of Rs.2/- each as on 31st March, 2018.
NUMBER OF BOARD MEETING
The Board met four times before commencement of corporate Insolvency Resolution Process (CIRP).The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013.
No meeting of Board of Directors or Committee was held after the Commencement of Corporate Insolvency Resolution Process (CIRP) w.e.f 20th December 2018.
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The companys current 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. On March 31, 2018, the Board consists of Eight members, One of whom is executive, three are non executive and Four were independent directors.
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 and also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in the nomination and remuneration policy of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director under Section 149(7) of the Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that before the commencement of Insolvency Process Board shall monitor and review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as: The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated. The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adopted by the Board. The evaluation process has been explained in the Corporate Governance Report. The Board approved the evaluation results as collated by the nomination and remuneration committee.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All independent directors inducted into the Board attend an orientation program. The details of training and familiarization program are provided in the Corporate Governance Report and is also available on our website (www.amtek.com). Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website (www.amtek.com)
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegated authority.
The Board has laid down the Code of Conduct for Non-Executive Directors and Senior Management Personnel of the Company and the same are posted on the Companys website. All Board Members and Senior Management personnel have affirmed compliance with the Code of Conduct. The Managing Director has also confirmed and certified the same. The certification is enclosed at the end of the Report on Corporate Governance (Annexure-VII).
DIRECTORS RESPONSIBILTY STATEMENT
Before the commencement of Insolvency Process Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Directors 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 directors 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 as at 31st March, 2018 and of the profit/loss 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.
Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, the member had appointed M/s Raj Gupta & Co. Chartered Accountants as Statutory Auditors of the Company at last (34th) Annual General Meeting for a period of Five years to hold the office till the conclusion of 39th Annual General Meeting subject to ratification by shareholders every year.
The requirement to place the matter relating to appointment of Auditors for ratification by members at every AGM is done away with vide notification dated 7th May, 2018 issued by Ministry of Corporate Affairs, New Delhi. Accordingly, no resolution is being proposed for ratification of appointment of the Auditors, who were appointed in the AGM of the Company held on 29th September, 2017.
The auditors report doesnt contain any qualifications, reservations or adverse remarks. The Report of the statutory auditor is given as an annexure which forms part of this annual report.
Mr. Yash Pal Sardana (Membership No. 17996) practicing Cost Accountant have been re-appointed to audit the cost records of the Company for the F.Y. 2018-2019 for conducting the audit of the cost records of the Company.
SECRETARIAL AUDIT REPORT
The Board with the approval of resolution professional appointed M/s SN Jain & Co., Company Secretaries, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as Annexure I to this Report. The Secretarial Audit Report has not contained any qualification, reservation or adverse remark
GOODS AND SERVICE TAX (GST)
GST is an Indirect Tax which has replaced many Indirect Taxes in India. The Goods and Service Tax Act was passed in the Parliament on 29th March 2017. Goods and Service Tax (GST) came into effect from July 01, 2017 through the implementation of one Hundred and first amendment of the Constitution of India. The tax replaced existing multiple cascading taxes levied by the Central and State Government. As GST is one indirect tax for the entire country.
Your company has successfully implemented and migrated to GST followed by the changes across various departments/ operation of the Company.
RECONCILIATION SHARE CAPITAL AUDIT REPORT
As per the directive of Securities and Exchange Board of India, M/s S. Khurana & Associates, Company Secretaries, New Delhi, undertook 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.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
Before the commencement of Insolvency Process Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the Companys policies, the safeguarding of its assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
None of the transactions with related parties falls under the scope of section 188(1) of the Act. 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 the Form AOC-2 is annexed a Annexure-II which forms part of this report.
ANNUAL RETURN EXTRACT
As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-III in the prescribed Form MGT-9, which forms part of this report.
CORPORATE SOCIAL RESPONSIBILITY
The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in the Annexure-IV which forms part of this report, as prescribed in the Companies (Corporate Social Responsibility Policy) Rules,2014. For other details regarding The CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company www.amtek.com.
The board of directors of the Company has 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 indentured 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.
PARTICULARS OF EMPLOYEES AND REMUNERATION
(a) The ratio of remuneration of each director to the median of employees remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are AnnexureV forms part of this report.
(b) The statement containing particulars of employees as required under section 197(12) of the Act read with Rule 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, is forms part of this report.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO
The Energy conservation continues to be an area of focus for Company. 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 relevant data regarding the above is given in the Annexure-VI hereto and forms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed review of operations, performance and future outlook of the Company is given as an annexure, under the head "Management Discussion and Analysis Report" and forms a part of this report.
Details of the Familiarization Programme 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 Act and the Listing Agreements with stock exchanges and as per SEBI (LODR) Regulations, 2015 (URL: www.amtek.com/investors).
SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
As stated herein before, the Honble National Company Law Tribunal, Chandigarh Bench (NCLT, Chandigarh) vide order dated 20th December, 2017 approved initiation of Corporate Insolvency Resolution Process of the Company pursuant to an application under section 7 of the Insolvency and Bankruptcy Code, 2016 filed by State Bank of India.
Pursuant to the initiation of the above proceedings, the powers of the Board have been suspended in terms of section 17 of the Code and the same now vest with Mr. Dinkar T. Venkatasubramanian, the Resolution Professional.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
The Company promotes a healthy and congenial working environment irrespective of gender, caste, creed or social class of the employees and values every individual and committed to protect the dignity and respect of every individual. The Company has always endeavored for providing a better and safe environment free of sexual harassment at all its work places. During the year under review, no cases of sexual harassment against women employees at any of its work place were filed under Section 22 of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
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 commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Companys success. The Directors look forward to their continued support in future.
For CASTEX TECHNOLOGIESLIMITED
(A Company under Corporate Insolvency Resolution Process)
DIN No. 01237026
(Chairman & Director)
(Castex Technologies Limited is under Corporate Insolvency Resolution Process of the Insolvency and Bankruptcy Code 2016. Its affairs, business and assets are being managed by the Resolution Professional, Mr. Dinkar T. Venkatasubramanian, appointed by the National Company Law Tribunal by order dated 20th December, 2017 and 22nd December, 2017 and continued as Resolution Professional by the Committee of Creditors in its meeting held on 12th January, 2018 under the provisions of the Code.)
|Place||: New Delhi|
|Date||: 14th August, 2018|