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Castex Technologies Ltd.

BSE: 532282 Sector: Auto
NSE: CASTEXTECH ISIN Code: INE068D01021
BSE 00:00 | 20 Jul Castex Technologies Ltd
NSE 05:30 | 01 Jan Castex Technologies Ltd
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OPEN 0.64
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VOLUME 1000
52-Week high 0.84
52-Week low 0.33
P/E
Mkt Cap.(Rs cr) 24
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Castex Technologies Ltd. (CASTEXTECH) - Director Report

Company director report

Dear Members

It gives me great pleasure to present the 37th Board s Report of YourCompany along with the Balance Sheet Statement of Profit and Loss and Statement of CashFlow for the financial year ended March 31 2020.

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 InsolvencyResolution Process ( CIRP ) filed by State Bank of India in respect of Castex TechnologiesLimited ( Corporate Debtor ) in accordance with Section 7 of The Insolvency and BankruptcyCode 2016 ( the Code ). Pursuant to the order Mr. Dinkar T. Venkatasubramanian wasappointed as the Interim Resolution Professional (IRP) with effect from 22ndDecember 2017 and thereafter was appointed as the Resolution Professional ( RP ) for theCorporate Debtor by the Committee of Creditors (CoC) in its meeting held on 12thJanuary 2018. Further The Resolution plan submitted by Decan Value Investor L.P. ( DVI orSuccessful Resolution Applicant ) on 17th January 2020 along with addendums dated 07thFebruary 2020 18th February 2020 & 9th March 2020. The said resolution plan was putto vote through e-voting process commenced from 11th March 2020 till 16th March 2020 andapproved by COC on 16th March 2020 is duly approved by the NCLT Chandigarh Bench vide itsorder dated 15th December 2020.

The resolution plan submitted by the successful resolution applicantwas approved by Hon ble NCLT vide its order dated 15th December 2020. In termsof the approved resolution plan the management of the affairs of the Company has beenvested with the Resolution Professional/Insolvency Professional until the date of transferof control of the Company to the successful resolution applicant/ proposed investors. Ason the date of finalization of the Annual Report for the financial year 2019-20 theInsolvency Professional is managing the Company.

This report is containing the details about the Business and operationsof Castex Technologies Limited ( the Company or CTL ) along with the audited financialstatements and consolidated performance of the Company and its subsidiaries for thefinancial year ended March 31st 2020.

FINANCIAL RESULTS

The standalone and consolidated financial statements for the financialyear ended March 31 2020 forming part of this Annual Report have been prepared inaccordance with the Indian Accounting Standards (Ind AS) as notified by the Ministry ofCorporate Affairs

The Company s financial performance for the year ended 31stMarch 2020 and period ended 31st March 2019 is summarized below:-in lakhsexcept per equity share data

Particulars Standalone Consolidated
31st March 31st March 31st March 31st March
2020 2019 2020 2019
(Year Ended) (Year Ended) (Year Ended) (Year Ended)
Revenue 29683 46069 29683 46069
Less: Expenditures (Excluding Depreciation) 31625 48677 31625 48677
Gross Profit Before Depreciation (1942) (2608) (1942) (2608)
Less: Depreciation 49277 49716 49277 49716
Profit/(Loss) Before Tax & Exceptional Items (51219) (52324) (51219) (52324)
Share of Profit /(loss) of associates and Joint Ventures 4.42 0.33
Profit/(Loss) before exceptional items and taxes (51219) (52324) (51215) (52324)
Less: Exceptional Item 22618 22618
Profit /(Loss) Before tax (51219) (74942) (51215) (74941)
Less: Tax Expenses (Deferred Tax)
Profit / (Loss) for the year (51219) (74942) (51215) (74941)
Earnings Per Share for continuing operations
1. Basic (13.55) (19.82) (13.54) (19.82)
2. Diluted (13.55) (19.82) (13.54) (19.82)
Earnings Per Share for discontinuing operations
1. Basic - - (0.84) (1.56)
2. Diluted - - (0.84) (1.56)
Earnings Per Share for continuing and discontinued operations
1. Basic (13.55) (19.82) (14.39) (21.38)
2. Diluted (13.55) (19.82) (14.39) (21.38)

STATUS OF COMPANY AFFAIRS

The Company is being run as a going concern by the Insolvencyprofessional as appointed under the Direction under the directions of Implementation andMonitoring Committee of the Corporate Debtor.

A corporate insolvency resolution process ( CIRP ) has been initiatedagainst Castex Technologies Limited ( the Company ) vide an order of Chandigarh bench ofthe National Company Law Tribunal (NCLT) dated December 20 2017 under the provisions ofthe insolvency and bankruptcy code 2016 (Code). Pursuant to the order the power of theBoard of directors stands suspended and are exercisable by Mr Dinkar T.Venkatasubramanian who was appointed as interim resolution professional (IRP) by the NCLTvide order dated December 22 2017 and was consequently confirmed as ResolutionProfessional (RP) by the Committee of Creditors (CoC) in its meeting held on January 122018. Hon ble National Company Law Tribunal Chandigarh Bench vide their order No CP (IB)No.116/Chd/Hry/2017dated 13th June 2018 approved the extension of CIRP period by 90 days(i.e. from 180 days to 270 days).

Further the Committee of Creditors of CTL had approved the resolutionplan submitted by Liberty House Group Pte Ltd (LHG) through e-voting process on August 302018. The resolution plan as approved by the Committee of Creditors of CTL had also beensubsequently submitted to Hon ble National Company Law Tribunal Chandigarh Bench forconsideration and approval as per the provision of the Code.

The Resolution Plan submitted by the Liberty House Group Pte. Ltd. wasinitially approved but subsequently by impugned order dated 15th March 2019 theAdjudicating Authority Chandigarh Bench allowed an application filed by the State Bank ofIndia on behalf of the financial creditors and subsequently another application forapproval was permitted to be withdrawn with certain observations and imposition of cost.

The appeal was filed on 29th April 2019 wherein notice was issued onrespondents including Committee of Creditors and Resolution Professional and since thenthe matter remains pending. In the meantime for the purpose of counting the period ofresolution period 270 days which was completed on 11th July 2019 an application wasfiled by the Resolution Professional for exclusion of the period of the pendency of theappeal till 11th July 2019 which comes to 73 days from the date of filing of the appeali.e. from 29th April 2019. The Adjudication authority allowed extension of 73 days tocounted w.e.f 17th July 2019 with liberty to the Resolution Professional and the Committeeof Creditors to consider the resolution plans filed by the eligible resolution applicants.

The Committee of Creditors have vide another application dated28.09.2019 sought exclusion /extension from the Hon ble NCLAT in view of Section 12(3) ofthe IBC Code. The honourable NCLAT vide order dated 11.12.2019 granted time for resolutiontill 31st January 2020. The resolution plan was submitted by Decan ValueInvestor L.P. ( DVI ) on 17th January 2020 along with addendums dated 07thFebruary 2020. 18th February 2020 & 9th March 2020 Theresolution plan was put to vote through e-voting process held between 11thMarch 2020 to 16th March 2020 and approved by COC on 16th March 2020. TheGovernment of India ordered a lockdown on account of COVID 19. As a result the Hon bleNCLT was not functional during that period and thus the application for approval ofresolution plan under section 30(6) of IBC was filed by Resolution Professional of Castexin NCLT on 16th June 2020. The NCLT Chandigarh Bench vide its order dated 15thDecember 2020 has approved the said Resolution Plan as submitted by Successful ResolutionApplicant.

In the meanwhile the Company is presently under Implementation andMonitoring Committee vide NCLT Order dated 15th December 2020 and theResolution Process is underway in line with the provisions of IBC

The State of affairs of the Company is detailed in the ManagementDiscussion & Analysis Report forming part of this Annual Report.

FINANCIAL PERFORMANCE

This Year under review has been quite challenging due to the Outbreakof COVID-19.

During the period under review based upon the Standalone Financialstatements the revenue from the operations of the Company is Rs. 29640 Lakhs. The NetLoss stood at Rs. 51219 Lakhs. The Reserve & Surplus position (Other Equity as perIND-AS) as on 31st March 2020 at (Rs 136897.20) Lakhs.

IMPACT OF COVID-19 ON FINANCIAL PERFORMANCE

The outbreak of COVID-19 pandemic has significantly impacted businessesaround the world. The Government of India ordered a nationwide lockdown initially for 21days which was extended thereafter.

Theeconomic impact of the 2020 coronavirus pandemic inIndiahas been largely disruptive. India s growth in the fourth quarter ofthefiscal year2020 went down to 3.1% according to theMinistry ofStatistics. TheChief Economic Adviser to the Government of Indiasaid that thisdrop is mainly due to the coronavirus pandemic effect on the Indian economy. This hasresulted in significant reduction in economic activities all over India.

DIVIDEND

In view of losses incurred during the period under review the Board ofDirectors/ Resolution Professional does not recommend any dividend on the equity sharesfor the financial year ended March 31 2020.

TRANSFER TO RESERVE

The company is under Implementation and Monitoring Committee and TheResolution Professional/ Board do not propose to transfer any amount to the generalreserve.

FIXED DEPOSITS

During the period under review your Company has not accepted anyDeposits within the meaning of Section 73 of the Companies Act 2013 from theShareholders/Public.

SUBSIDIARY AND ASSOCIATES

Consolidated financial statements of the Company have been preparedwhich forms part of this Annual Report. Further a statement containing the salientfeatures of the financial statement of our subsidiaries associates joint ventures in theprescribed Form AOC-1 which is annexed to the consolidated financial statement and whichforms part of this annual report.

The statement also provides the details of performance and financialpositions of each of the subsidiaries.

In accordance with Section 136 of the Companies Act 2013 the auditedfinancial statements including the consolidated financial statements and relatedinformation of the Company and audited accounts of each of its subsidiaries are availableon our website https://www.amtek.com/ail.php. These documents will also beavailable 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 andprofessional ethics integrity values and provide leadership strategic guidance andobjective judgment on the affairs of the Company.

The Board consists of Five Directors as on end date of financial yearunder review comprising of Non- Executive Directors and Executive Directors. The Detailsof the Companies in which they hold the memberships/chairmanships of Board Committees asstipulated under SEBI (LODR) Regulations 2015 is provided in the Corporate GovernanceSection of this Annual Report.

During the Period under review Ms. Anuradha Kapur has tender herresignation from the post of the Directorship of the Company w.e.f. 14thOctober 2019.

During the Period under the review Ms. Ruchika has resigned from thepost of Company Secretary with effect from 28th April 2019 and *Ms. JyotiSharma was appointed as Company secretary of the Company w.e.f. 29th April2019.

The Key Managerial Personnel (KMP) in the Company as per Section 2(51)and 203 of the Companies Act 2013 are as follows as on 31st March 2020:

Mr. Sanjay Arora Whole Time Director Mr. Ajay Kumar Chief FinancialOfficer *Ms. Jyoti Sharma Company Secretary

*Ms Jyoti Sharma has resigned from the post of the Company Secretaryw.e.f. 30th April2020. and Ms Divya Rijwani has been appointed as CompanySecretary of the Company w.e.f. 03rd September 2020.

In terms of the SEBI (Listing Obligation and Disclosure Requirements)(Third Amendments) Regulation 2018 31st May 2018 read with the resolutionPlan as approved by the NCLT order dated 15th December 2020 All the roles andresponsibilities of Board of Directors/ Committees shall be fulfilled by ResolutionProfessional/ Insolvency Professional in accordance with sections 17 and 23 of Insolvencyand Bankruptcy Code 2016 and powers of the Board of Directors/ Committee stand suspend.

SHARE CAPITAL

The Share Capital Structure of the Company is categorized into twoclasses i.e. Equity Share Capital and 0.1% Non-Cumulative Redeemable Preference Shares.The Authorised Share Capital of the Company is comprising of Equity Share Capital Rs.970000000 (Rupees Ninety-Seven Crores Only) divided into 485000000 (Forty-EightCrores Fifty Lakh) equity shares of face Value of Rs. 2/-each (Rupees Two each only) and0.1% Non- Cumulative Redeemable Preference Shares Capital of Rupees 50000000 (RupeesFive Crores Only) divided into 500000 (Five Lakh) 0.1% non-cumulative redeemablepreference shares of Rs 100/- each.

The Paid-Up Share Capital of the Company is comprising of Equity ShareCapital of Rs. 75.62 Crores divided into 378122838 equity shares of face value of Rs 2/-each and 0.1% non-cumulative redeemable preference shares capital of Rupees 50000000(Rupees Five Crores Only) divided into 500000 (Five Lakh) 0.1% non-cumulative redeemablepreference shares of Rs 100/- each as on 31st March 2020.

During the period under review there is a no change in an Authorizedand Paid Up Share Capital of the Company.

MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIALPOSITION OF THE COMPANY OCCURED AFTER THE BALANCE SHEET DATE AND AS AT THE DATE OFSIGNING THIS REPORT

There are no material changes and commitments affecting the financialposition of the Company occurred after the Balance Sheet Date and as at the date ofsigning of this report During the period under review the resolution plan pursuant toSection 30 of the Code was submitted by Decan Value Investors L.P. ( DVI ) on 17thJanuary 2020 along with addendums dated 07th February 2020. 18th February 2020& 9th March 2020 the resolution plan was put to vote through e-votingprocess held between 11th March 2020 to 16th March 2020 and approvedby COC on 16th March 2020. Further the application for approval of resolution plan undersection 30(6) of IBC was filed by Resolution Professional of Castex in NCLT on 16th June2020. The above mentioned resolution plan submitted by DVI is duly approved by the NCLTorder dated 15th December 2020.

NUMBER OF BOARD MEETING

No meeting of Board of Directors or Committee was held after theCommencement of Corporate Insolvency Resolution Process (CIRP) under Insolvency andBanckruptcy Code 2016 ( Code ) w.e.f 20th December 2017.

However the power of Board of Directors of the Company stood suspendedand being exercised by the Resolution Professional as amended by SEBI (Listing Obligationand Disclosure Requirements) (Third Amendments) Regulation 2018 dated 31st May 2018 butfor the updation of financial result Resolution Professional held the meeting with thedirectors for the adoption of Financial Result during the period under the review.

NUMBER OF MEETING OF COMMITTEE OF CREDITORS (COC)

During the period under review seventeen (17) Number of meeting ofCommittee of Creditors (CoC) were held. the details of which are provided below:

S.No Date of Meeting No of Members entitled as on date of meeting Numbers ofmembers attended
1 15-04-2019 25 23
2 03-05-2019 25 19
3 04-06-2019 25 23
4 02-07-2019 25 22
5 19-08-2019 25 21
6 25-09-2019 25 20
7 23-10-2019 25 21
8 30-10-2019 25 23
9 09-12-2019 25 16
10 12-12-2019 25 17
11 02-01-2020 25 20
12 06-01-2020 25 20
13 16-01-2020 25 25
14 20-01-2020 25 22
15 05-02-2020 25 24
16 07-02-2020 25 20
17 27-02-2020 25 18

POLICY ON DIRECTORS APPOINTMENT AND REMUNERATION

The policy of the Company on directors appointment and remunerationincluding criteria for determining qualifications positive attributes independence of adirector and other matters as required under sub-section (3) of Section 178 of theCompanies Act 2013 is available on our website (https://www.amtek.com/ail.php)and also in the Corporate Governance Report. There has been no change in the policy sincethe last fiscal year.

DECLARATION BY INDEPENDENT DIRECTORS

The Company is in CIR Process under the provisions of the Code andaccordingly power of the board has been dispensed due to the appointment of Mr Dinkar T.Venkatasubramanian Resolution Professional pursuant to NCLT vide order dated December 202017 w.e.f. 22nd December 2017. Therefore the Company has not received anydeclaration from each independent director under section 149(7) of Companies Act 2013after initiation of CIRP Process.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 mandates the Board shall monitor and review the Board evaluation framework. Theframework includes the evaluation of directors on various parameters such as:

The Companies Act 2013 states that a formal annual evaluation needs tobe made by the Board of its own performance and that of its committees and individualdirectors. Schedule IV of the Companies Act 2013 states that the performance evaluationof independent directors shall be done by the entire Board of Directors excluding thedirector being evaluated.

In terms of the SEBI (Listing Obligation and Disclosure Requirements)(Third Amendments) Regulation 2018 31st May 2018 read with the resolutionPlan as approved by the NCLT order dated 15th December 2020 All the roles andresponsibilities of Board of Directors/ Committees shall be fulfilled by ResolutionProfessional/ Insolvency Professional in accordance with sections 17 and 23 of Insolvencyand Bankruptcy Code 2016 and powers of the Board of Directors/ Committee stand suspend.

FAMILIARIZATION PROGRAM FOR INDEPENDENT DIRECTORS

Before the commencement of CIRP all independent directors inductedinto the Board attended an orientation program. The details of training andfamiliarization program are provided in the Corporate Governance Report and is alsoavailable on our website (https://www.amtek.com/ail.php).

Further at the time of the appointment of an independent director theCompany issues a formal letter of appointment outlining his / her role function dutiesand responsibilities. The format of the letter of appointment is available on our website(https://www.amtek.com/ail.php)

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority.

The Board had laid down the Code of Conduct for Non-Executive Directorsand Senior Management Personnel of the Company and the same were posted on the Company swebsite (https://www.amtek.com/ail.php). Since the Board/ Committee of the Company standsuspended after commencement of CIRP against the Company all the roles and liabilities ofthe Company are being fulfilled by the Resolution Professional of the Company w.e.f. 22ndDecember 2017. The Whole-Time Director has confirmed the compliance with code of conductand certified the same. The certification is enclosed with this report.

*RESOLUTION PROFESSIONAL / DIRECTORS RESPONSIBILTY STATEMENT

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

i. in the preparation of Annual Accounts the applicable AccountingStandards have been followed and there has been no material departure.

ii. they have selected accounting policies were applied consistentlyand the directors made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company as at 31st March2020 and of the profit/loss for the year ended on that date.

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

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

v. they have laid down internal financial controls to be followed bythe Company and such internal financial controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with theprovisions of all applicable laws and that such systems were adequate and operatingeffectively.

* In terms of the SEBI (Listing Obligation and Disclosure Requirements)(Third Amendments) Regulation 2018 31st May 2018 read with the resolutionPlan as approved by the NCLT order dated 15th December 2020 All the roles andresponsibilities of Board of Directors/ Committees shall be fulfilled by ResolutionProfessional/ Insolvency Professional in accordance with sections 17 and 23 of Insolvencyand Bankruptcy Code 2016 and powers of the Board of Directors/ Committee stand suspend.

AUDITORS

M/s Raj Gupta & Co (FRN: 000203N). has resigned from the StatutoryAuditor of the Company due to its preoccupation with effect from 14th August2020.

Pursuant to the provisions of Section 139 of the Companies Act 2013and rules framed there under the Resolution Profession of the Company after the approvalof Committee of Creditors (CoC) has appointed M/s. Vinay Jain & Associates CharteredAccountants (having Firm Registration No: 004085N) as Statutory Auditors of the Companyw.e.f 15th September 2020 to fulfill the Casual Vacancy Caused due to theResignation of M/s Raj Gupta & Co. Chartered Accountants (FRN: 000203N) and toconduct the audit for the Financial Year 2020-2021 subject to the approval of members inthe ensuing 37th Annual General Meeting.

Pursuant to the amendments made to section 139 of the Companies Act2013 by the Companies (Amendment) Act 2017 effective from 7th May 2018 therequirement of seeking ratification of the Members for the appointment of the statutoryAuditors has been withdrawn from the statue. In view of above ratification of the membersat Annual General Meeting is not being sought.

AUDITORS REPORT

The auditors report contains the qualifications/observation which isself-explanatory in nature and forms part of this Annual Report. Further the statement ofImpact of Auditor Qualification for the Financial Year ended 31st March 2020 onStandalone and Consolidated Basis pursuant to SEBI regulations forms part of this AnnualReport.

COST AUDITORS

Pursuant to the provision of Section 148 of the Companies Act 2013The Resolution Professional of the Company has appointed M/s Shashi Ranjan &Associates (FRN: 101139) practicing Cost Accountant as Cost Auditor w.e.f. 25th

September 2020 for conducting the audit of the cost records of theCompany for the F.Y. 2020-2021 subject to its ratification of the remuneration to be paidto Cost Auditor by the shareholders at the ensuing Annual General Meeting.

SECRETARIAL AUDIT REPORT

Pursuant to the provision of Section 203 of the Companies Act 2013 theResolution Professional of the Company has appointed M/s Mukul Dusad & Associates.Company Secretaries to conduct Secretarial Audit for the financial year 2019-20. TheSecretarial Audit Report for the financial year ended March 31 2020 in the Form MR-3 isannexed herewith marked as Annexure I to this Annual Report.

COMPLIANCE WITH SECRETARIAL STANDARD

The Company complies with all applicable Secretarial Standard issued bythe Institute of Company Secretaries of India (ICSI).

RECONCILIATION OF SHARE CAPITAL AUDIT REPORT

As per the directive of Securities and Exchange Board of India M/s S.Khurana & Associates Company Secretaries (COP: 13212) New Delhi undertook theReconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is toreconcile the total number of shares held in National Securities Depository Limited(NSDL) Central Depository Services (India) Limited (CDSL) and in physical form with therespect to admitted issued and paid up capital of the Company.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board/ Resolution Professional (RP) has adopted policies andprocedures for ensuring the orderly and efficient conduct of its business includingadherence to the Company s policies the safeguarding of its assets the prevention anddetection of frauds and errors the accuracy and completeness of the accounting recordsand the timely preparation of reliable financial disclosure.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS UNDER SECTION 186 OFTHE COMPANIES ACT 2013

During the period under review the Company has not made any investmentand has not granted loans guarantee and or provided any security in accordance withsection 186 of the Companies Act 2013. Further disclosure on the particulars related toloans guarantees or investments under section 186 of the Companies Act 2013 forms partof notes to the financial statements enclosed to this Annual Report.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope ofsection 188(1) of the Act. Information on transactions with related parties pursuant tosection 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules 2014are given in the Form AOC-2 is annexed a Annexure-II which forms part of thisreport.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act the extract of annualreturn is given as Annexure-III in the prescribed Form MGT-9 which forms part ofthis report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policyof the Company and the initiatives undertaken by the Company on CSR activities during theyear are set out in the Annexure-IV which forms part of this report as prescribedin the Companies (Corporate Social Responsibility Policy) Rules 2014. For other detailsregarding The CSR Committee please refer to the corporate governance report which formspart of this report. The policy is available on the website of the Company https://www.amtek.com/ail.php.

RISK MANAGEMENT

The Company has formed a risk management committee to frame implementand monitor the risk management plan for the Company. The committee is responsible forreviewing the risk management plan and ensuring its effectiveness. The audit committee hasadditional oversight in the area of financial risks and controls. Major risks indenturedby the businesses and functions are systematically addressed through mitigating actions ona continuing basis.

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

However In terms of the SEBI (Listing Obligation and DisclosureRequirements) (Third Amendments) Regulation 2018 dated 31st May 2018 readwith the NCLT order dated 15th December 2020 the Role & Responsibility ofRisk Management Committee shall be fulfilled by Resolution Professional/InsolvencyProfessional in accordance with sections 17 and 23 of Insolvency and Bankruptcy Code 2016and powers of the Board of Directors/Committee stand suspend.

PARTICULARS OF EMPLOYEES AND REMUNERATION

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 are AnnexureV forms part of this report.

The statement containing particulars of top employees as required undersection 197(12) of the Act read with Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is forms part of this report.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGEEARNINGS & OUTGO

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

i. improved monitoring of energy consumption through smart metering andintegration with building management systems;

ii. setting internal targets for energy performance improvement andinstitution of rigorous operational controls toward achieving these targets;

iii. creating awareness amongst associates on energy conservationthrough campaigns and events;

iv. focusing on enhancing the component of renewable power in our powersourcing strategy (through on-site solar power generation and third-party purchase asfeasible);

v. Increased focus on procurement of energy efficient equipment.

The relevant data regarding the above is given in Annexure-VI heretoand forms part of this report.

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations performance and future outlook of theCompany is given as an annexure under the head

Management Discussion and Analysis Report (MDA) and forms a part ofthis report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directorsare available on the website of the Company (www.amtek.com/ail.php)

Policy on dealing with the related party transaction is available onthe website of the Company (www.amtek.com/ail.php)

The Company has formulated and published a Whistle Blower Policy toprovide Vigil Mechanism for employees including directors of the Company to report genuineconcerns. The provisions of this policy are in line with the provisions of the Section177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI (LODR)Regulations 2015 (URL: www.amtek.com/investors).

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS

? The National Company Law Tribunal Chandigarh Bench (NCLTChandigarh) vide order dated 20th December 2017 ( Insolvency Commencement Date ) wasappointed Mr. Dinkar T. Venkatasubramanian as the Interim Resolution Professional ( IRP )to manage the affairs of the Company by the National Company Law Tribunal ( NCLT )Chandigarh Bench by Order Dated December 22nd 2017. Subsequently Mr. Dinkar T.Venkatasubramanian was confirmed as the Resolution Professional ( RP ) by the committee ofcreditors ( CoC ) in its Meeting held on 12th January 2018. On appointment of the IRP/RPthe powers of the Board of Directors of the Company were suspended.

? A Show Cause Notice under Section 148 of the Companies Act2013 was received to the Company and its Directors of the Company from Ministry ofCorporate Affairs Cost Audit Branch for non-filing of Cost Audit Report for the FinancialYear 31st March 2016. Our Company has filed e-Form CRA-4 with the MCA.

? An Adjudication Order under Section 15HB of the SEBI Act 1992and Section 23H of SCR Act 1956 was received to the Company from Securities and ExchangeBoard of India (SEBI) for alleged violation under clause 35(1)(a) and (b) of the ListingAgreement. In regard of this allegation SEBI has imposed a penalty against the Company ofamounting Rs. 5 Lakhs.

? The Government of India Ministry of Corporate AffairsSerious Fraud Investigation Officer in excise of its power under section 212 of theCompanies Act 2013 has ordered an investigation into the affairs of the Company.

? The Resolution Plan as Submitted by the Decan Value InvestorsL.P. ( DVI ) is duly approved by the NCLT vide order dated 15th December 2020.

TRANSFER OF EQUITY SHARES AND UNPAID/UNCLAIMED DIVIDEND TO INVESTOREDUCATION PROTECTION FUND

The Company has transferred to the credit of the Investor Education andProtection Fund (IEPF) set up by the Government of India equity shares andUnpaid/Unclaimed Dividend in respect of which dividend had remained unpaid/ unclaimed fora period of seven consecutive years. Accordingly The Company has also transferred theEquity Shares and Unpaid/ unclaimed dividend for seven years of more has also beentransferred to the IEPF pursuant to the requirements under the Companies Act 2013.

DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013

The Company promotes a healthy and congenial working environmentirrespective of gender caste creed or social class of the employees and values everyindividual and committed to protect the dignity and respect of every individual. TheCompany has always endeavored for providing a better and safe environment free of sexualharassment at all its work places. During the year under review no cases of sexualharassment against women employees at any of its work place were filed under Section 22 ofthe Sexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act2013.

ACKNOWLEDGEMENTS

The Directors/Resolution Professional wish to place on record theirappreciation for the sincere services rendered by employees of the Company at all levels.Your Directors /Resolution Professional also wish to place on record their appreciationfor the valuable co-operation and support received from the Government of India variousstate governments the Banks/ financial institutions and other stakeholders such asshareholders customers and suppliers among others. The Directors /ResolutionProfessional also commend the continuing commitment and dedication of the employees at alllevels which has been critical for the Company s success. The Directors/ ResolutionProfessional look forward to their continued support in future.

For CASTEX TECHNOLOGIESLIMITED
(A Company under Corporate Insolvency Resolution Process)
Sanjay Arora Yogesh Kapur
DIN No. 07757118 DIN No. 00014385
(Whole Time Director) (Non-Executive - Independent Director)

.