The Board of Directors hereby submits the report of the business and operations of yourCompany (the Company or Castex Technologies Limited) along withthe audited financial statements for the financial year ended March 31 2016. Theconsolidated performance of the Company and its subsidiaries has been referred to whereverrequired.
CHANGE OF FINANCIAL YEAR
In order to compliance with Second Proviso of section 2 (41) of the Companies Act2013 the Company has closed the current financial year 2015-2016 on 31st March comprisinga period of six months only from 01st October 2015 to 31st March 2016. Thereafter everyfinancial year shall commence on the first day of April and end on 31st March.
As the current financial period comprises a period of six months from October 1 2015to March 31 2016 therefore numbers pertaining to current financial year 2015-16 are notcomparable with numbers of previous financial year 2014-15. However The Companysfinancial performance for the period ended 31st March 2016 and year ended 30thSeptember 2015 is summarized below:-
(in Rs. lakhs)
|Particulars ||Standalone ||Consolidated |
| ||31st March 2016 (Six Months Ended) ||30th September 2015 (Year Ended) ||31st March 2016 (Six Months Ended) ||30th September 2015 (Year Ended) |
|Revenue ||101817 ||274953 ||102461 ||298382 |
|Less : Expenditures (Excluding Depreciation) ||124014 ||261239 ||124582 ||282539 |
|Gross Profit Before Depreciation ||(22197) ||13714 ||(22121) ||15843 |
|Less : Depreciation ||23845 ||34984 ||23845 ||36494 |
|Profit Before Tax & Exceptional Items ||(46042) ||(21270) ||(45966) ||(20651) |
|Less : Exceptional Item ||37241 ||2518 ||37241 ||(48793) |
|Profit Before tax ||(83283) ||(23788) ||(83207) ||28142 |
|Less : Tax Expenses(Deferred Tax) ||(21931) ||(6668) ||(21931) ||(4870) |
|Profit /(Loss) for the year ||(61352) ||(17120) ||(61276) ||33012 |
|Earning Per Equity Shares || || || || |
|1. Basic before extraordinary item & exceptional item ||(16.23) ||(5.92) ||(16.87) ||10.83 |
|2. Diluted before extraordinary item & exceptional item ||(16.23) ||(5.92) ||(16.87) ||10.83 |
|3. Basic after extraordinary item & exceptional item ||(16.23) ||(5.92) ||(16.87) ||10.83 |
|4. Diluted after extraordinary item & exceptional item ||(16.23) ||(5.92) ||(16.87) ||10.83 |
Note : Figures of Financial year 2015-16 is for the period commencing from 1st October2015 and ending on 31st March 2016
During the period under review based upon the Standalone Financial statements therevenue of the Company was Rs. 101817 Lakhs. The Net Loss stood at Rs. 61352 Lakhs. TheReserve & Surplus position as on 31st March 2016 Rs. 272119 Lakhs.
During the period under review based upon the Consolidated Financial statements therevenue of the Company was Rs. 102461 Lakhs. The Net Loss stood at Rs. 61276 Lakhs. TheReserve & Surplus position as on 31st March 2016 Rs. 338868 Lakhs.
MATERIAL CHANGES AND COMMITMENTS
The Company faced cash flow mismatch and had difficulty in certain payments to itslenders and in view of the same a Joint Lenders Forum (hereinafter referred as"JLF") was constituted as per the binding guidelines of Reserve Bank of India("RBI") to arrive at the Corrective Action Plan to assist the Company toovercome the financial stress. These guidelines dated 26th February 2014 and as amendedon 8th July 2015 and 25th February 2016 provide for restructuring and revitalisation/refinance of various facilities advanced by Lenders.
There after on March 28 2016 the Lenders together executed and entered into aFramework Agreement for the Corrective Action Plan.
In view of losses incurred during the period under review the Board of Directors doesnot recommend any dividend on the equity shares for the financial year ended March 312016
During the period under review your Company has not accepted any Deposits within themeaning of Section 73 of the Companies Act 2013 from the Shareholders/Public.
SUBSIDIARY JOINT VENTURE AND ASSOCIATES
During the period under review the Board of Directors (the Board) reviewedthe affairs of the subsidiary Joint Venture & Associate. In accordance with Section129(3) of the Companies Act 2013 we have prepared consolidated financial statements ofthe Company which forms part of this Annual Report. Further a statement containing thesalient features of the financial statement of our Subsidiary Associate Joint Venture inthe prescribed Form AOC-1 is annexed to the consolidated financial statements andforms part of Annual Report. The statement also provides the details of performance andfinancial positions of each of the Subsidiary Joint Venture and Associates.
In accordance with Section 136 of the Companies Act 2013 the audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our websitewww.amtek.com.These documents will also be available for inspection during business hoursat our registered office in State of Haryana India.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
In accordance with Section 152 of the Companies Act 2013 and the Articles ofAssociation of the Company Mr. Gautam Malhotra & Mr. Arvind Dham retire by rotationat the ensuing Annual General Meeting of the Company and being eligible offer themselvesfor re-appointment.
During the period the non-executive directors of the Company had no pecuniaryrelationship or transactions with the Company.
Pursuant to the provisions of Section 149 152 read with Schedule IV and all otherprovisions of The Companies Act2013 and Regulation 16 & 17 of SEBI (ListingObligations Disclosure Requirement) Regulation 2015 the Board of Directors at itsmeeting held on 13th February2016 appointed Ms. Ankita Wadhawan asNon-Executive Independent Additional Director whose term of office expires at the end ofensuing Annual General Meeting of the Company.
As per the provisions of Section 149 of the Act an independent director shall holdoffice for a term up to five consecutive years on the Board of a company and is not liableto retire by rotation. Ms. Ankita Wadhawan has given declaration to the Board that shemeets the criteria of independence as provided under Section 149(6) of the Act.
In compliance with the provisions of Section 149 read with Schedule IV of the Act andwith approval of the Nomination & Remuneration Committee which recommends commendsher appointment as an Independent Director for a period of five years is being placedbefore the Members in general meeting for their approval.
Further pursuant to Section 168 read with Rule 15 of (Appointment and Qualification ofDirectors) Rules 2014 Ms. Bhama Krishnamurthy resigned from the post of Director w.e.f14th January 2016.
Brief resumes of the Directors proposed to be re-appointed highlighting their industryexpertise in specific functional areas names of companies in which they holddirectorships is provided in the notice forming part of Annual Report. Further the nameof the Companies in which they hold the memberships/chairmanships of Board Committees asstipulated under SEBI (Listing Obligations and Disclosure Requirement) Regulations 2015is provided in the Corporate Governance Section of this Annual Report.
Pursuant to the provisions of Section 203 of the Act the Key Managerial personnel areMr. S.S. Verma Managing Director Mr. Deepak Wadhwa Chief Financial Officer and Ms.Bhavya Sehra Company Secretary.
Mr. Deepak Wadhwa was appointed as Chief Financial Officer of the Company in place ofMr. Ankit Gangwal.
During the period under review there is no change in the authorized share capital ofthe Company.
NUMBER OF BOARD MEETING
The Board met two times during the financial year the details of which are given inthe Corporate Governance Report. The maximum interval between any two meetings did notexceed 120 days as prescribed in the Companies Act 2013
POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION
The companys current policy is to have an appropriate mix of executive andindependent directors to maintain the independence of the Board and separate itsfunctions of governance and management. On March 31 2016 the Board consists of Ninemembers one of whom is executive director and four are independent directors.
The policy of the Company on directors appointment and remuneration includingcriteria for determining qualifications positive attributes independence of a directorand other matters as required under sub-section (3) of Section 178 of the Companies Act2013 is available on our website and also in the Corporate Governance Report. There hasbeen no change in the policy since the last fiscal year. We affirm that the remunerationpaid to the directors is as per the terms laid out in the nomination and remunerationpolicy of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received necessary declaration from each independent director underSection 149(7) of the Companies Act 2013 that he / she meets the criteria ofindependence laid down in Section 149(6) of the Companies Act 2013 and Regulation 25 ofSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 mandates thatthe Board shall monitor and review the Board evaluation framework. The framework includesthe evaluation of directors on various parameters such as :
The Companies Act 2013 states that a formal annual evaluation needs to be made by theBoard of its own performance and that of its committees and individual directors. ScheduleIV of the Companies Act 2013 states that the performance evaluation of independentdirectors shall be done by the entire Board of Directors excluding the director beingevaluated.
The evaluation of all the directors and the Board as a whole was conducted based on thecriteria and framework adopted by the Board. The evaluation process has been explained inthe corporate governance report. The Board approved the evaluation results as collated bythe nomination and remuneration committee.
FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS
All new independent directors inducted into the Board attend an orientation program.The details of training and familiarization program are provided in the Corporategovernance report and is also available on our website (www.amtek.com).
Further at the time of the appointment of an independent director the Company issuesa formal letter of appointment outlining his / her role function duties andresponsibilities. 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 decisionsin line with the delegated authority.
Details of composition terms of reference and number of meetings held for respectivecommittees are given in the Report on Corporate Governance.
The Board has laid down separate Code of Conduct for Non-Executive Directors and SeniorManagement 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 Codeof Conduct. The Managing Director has also confirmed and certified the same. Thecertification is enclosed at the end of the Report on Corporate Governance.
DIRECTORS RESPONSIBILTY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act 2013 the Directorshereby confirm that:
i. in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and there has been no material departures.
ii. they have selected accounting policies were applied consistently and the directorsmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company as at 31st March 2016 and of theprofits for the period ended on that date.
iii. they have made proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities.
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 andsuch internal financial controls are adequate and operating effectively.
vi. they have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
Pursuant to provisions of Section 139 of the Companies Act 2013 and rules framed thereunder it is proposed to appoint M/s Manoj Mahon & Associates Chartered Accountantsas Statutory Auditors of the Company from the conclusion of this Annual General Meeting(AGM) till the conclusion of next Annual General Meeting of the Company and on suchremuneration as will be fixed by the Board of Directors of the Company.
The Company has received letters from the auditors to the effect that theirre-appointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013 and that they are not disqualified for re-appointment.
The auditors report does not contain any qualifications reservations or adverseremarks. Report of the secretarial auditor is given as an annexure which forms part ofthis report.
The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996) practicing CostAccountant as Cost Auditor for conducting the audit of the cost records of the Company.
SECRETARIAL AUDIT REPORT
The Board has appointed M/s S. Khurana & Associates Company Secretaries toconduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report forthe financial year ended March 31 2016 is annexed herewith marked as Annexure - Ito this Report. The Secretarial Audit Report does not contain any qualificationreservation or adverse remark.
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 CapitalAudit on a quarterly basis. The purpose of the audit is to reconcile the total number ofshares held in National Securities Depository Limited (NSDL) Central Depository Services(India) Limited (CDSL) and in physical form with the respect to admitted issued and paidup capital of the Company.
INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Board has adopted policies and procedures for ensuring the orderly and efficientconduct of its business including adherence to the Companys policies thesafeguarding of its assets the prevention and detection of frauds and errors theaccuracy and completeness of the accounting records and the timely preparation ofreliable financial disclosure.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT2013
Particulars of Loans guarantees and investments covered under Section 186 of theCompanies Act 2013 form part of the notes to the financial statement provided in thisAnnual Report. These loans /guarantees are primarily granted for the furtherance ofbusiness of the borrowing companies.
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 Annexure- II in Form AOC-2 and the same 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-IIIin 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 Companyand the initiatives undertaken by the Company on CSR activities during the year are setout in Annexure-IV of this report in the format prescribed in the Companies(Corporate Social Responsibility Policy) Rules 2014. For other details regarding the CSRCommittee please refer to the corporate governance report which forms part of thisreport. 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 frameimplement and monitor the risk management plan for the Company. The committee isresponsible for reviewing the risk management plan and ensuring its effectiveness. Theaudit committee has additional oversight in the area of financial risks and controls.Major risks identified by the businesses and functions are systematically addressedthrough mitigating actions on a continuing basis.
The development and implementation of risk management policy has been covered in themanagement 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 employeesremuneration as per Section 197(12) of the Companies Act 2013 read with Rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 forms part ofthe Boards report Annexure-V.
(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 ofManagerial Personnel) Rules 2014 part of the Boards report as the same is notapplicable doesnt.
The Company is Committed to maintain high Standards of Corporate Governance and adhereto the Corporate Governance requirements set out by SEBI. The report on CorporateGovernance as stipulated under SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 forms the Integral part of the Annual Report Requisite Certificate fromthe auditors of the Company with the condition of Corporate Governance is attached to thisreport.
CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO
The Energy conservation continues to be an area of focus for Company. Initiatives tointegrate energy efficiency into overall operations are undertaken through designconsiderations and operational practices. The key initiatives towards conservation ofenergy were:
improved monitoring of energy consumption through smart metering and integrationwith building management systems;
setting internal targets for energy performance improvement and institution ofrigorous operational controls toward achieving these targets;
creating awareness amongst associates on energy conservation through campaignsand events;
focussing on enhancing the component of renewable power in our power sourcingstrategy (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 andforms part of this report.
MANAGEMENT DISCUSSION & ANALYSIS REPORT
A detailed review of operations performance and future outlook of the Company is givenseparately under the head "Management Discussion and Analysis Report" and formsa part of this report.
Details of the Familiarization Programme of the independent directors are available onthe 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 VigilMechanism for employees including directors of the Company to report genuine concerns. Theprovisions of this policy are in line with the provisions of the Section 177(9) of the Actand the as per the SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 (URL: www.amtek.com/investors).
The Directors wish to place on record their appreciation for the sincere servicesrendered by employees of the Company at all levels. Your Directors also wish to place onrecord their appreciation for the valuable co-operation and support received from theGovernment of India various state governments the Banks/ financial institutions andother stakeholders such as shareholders customers and suppliers among others. TheDirectors also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Companys success. The Directors look forwardto their continued support in future.
| ||By Order of the Board |
| ||For Castex Technologies Limited |
| ||Sanjay Chhabra |
|Place : New Delhi ||DIN No. 01237026 |
|Date : 30.05.2016 ||(Chairman) |