It gives me great pleasure to present the 35th 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 2018.
This is to apprise the members of Castex Technologies Limited that Hon'ble NationalCompany 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 CastexTechnologies Limited ("Corporate Debtor") in accordance with Section 7 of TheInsolvency and Bankruptcy Code 2016 ('the Code'). Pursuant to the order Mr. Dinkar T.Venkatasubramanian was appointed as the Interim Resolution Professional and thereafter wasappointed as the Resolution Professional for the Corporate Debtor by the Committee ofCreditors.
In terms of Section 17 of the Code on commencement of the Corporate InsolvencyResolution Process (CIRP) the powers of the Board of Directors of CTL stands suspendedand the same are being exercised by the Resolution Professional. The management of theaffairs of CTL has also been vested with Resolution Professional till the time theresolution 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 consolidatedperformance of the Company and its subsidiaries for the financial year ended March 312018.
The standalone and consolidated financial statements for the financial year ended March31 2018 forming part of this Annual Report have been prepared in accordance with theIndian Accounting Standards (Ind AS) as notified by the Ministry of Corporate Affairs
The Company's financial performance for the year ended 31st March 2018and period ended 31st March 2017 is summarized below:-
in Rs. lakhs except per equity share data
|Particulars ||Standalone ||Consolidated |
| ||31st March 2018 ||31st March 2017 ||31st March 2018 ||31st March 2017 |
| ||(Year Ended) ||(Year Ended) ||(Year Ended) ||(Year Ended) |
|Revenue ||53689 ||146864 ||53689 ||146864 |
|Less : Expenditures (Excluding Depreciation) ||119798 ||204787 ||119798 ||204005 |
|Gross Profit Before Depreciation ||(66109) ||(57923) ||(66109) ||(57141) |
|Less : Depreciation ||47483 ||52651 ||47483 ||52651 |
|Profit Before Tax & Exceptional Items ||(113591) ||(110574) ||(113591) ||(109792) |
|Share of Profit/(loss) of associates and Joint Ventures || || ||(1) ||3 |
|Profit/(Loss) before exceptional items and taxes ||(113591) ||(110574) ||(113592) ||(109789) |
|Less : Exceptional Item ||67020 ||40035 ||67020 ||40035 |
|Profit Before tax ||(180611) ||(150609) ||(180612) ||(149824) |
|Less : Tax Expenses(Deferred Tax) ||(2) ||(46216) ||(2) ||(45975) |
|Profit / (Loss) for the year ||(180609) ||(104393) ||(180610) ||(103849) |
|Earnings Per Share for continuing operations || || || || |
|1. Basic ||(47.77) ||(27.61) ||(47.77) ||(27.61) |
|2. Diluted ||(47.77) ||(27.61) ||(47.77) ||(27.61) |
|Earnings Per Share for discontinuing operations || || || || |
|1. Basic ||- ||- ||(2.31) ||(1.31) |
|2. Diluted ||- ||- ||(2.31) ||(1.31) |
|Earnings Per Share for continuing and discontinued operations || || || || |
|1. Basic ||(47.77) ||(27.61) ||(50.08) ||(28.59) |
|2. Diluted ||(47.77) ||(27.61) ||(50.08) ||(28.59) |
STATUS OF COMPANY AFFAIRS
As the Company is under CIRP under the Code the Company is being run as a goingconcern. 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 reviewbased upon the Standalone Financial statements the revenue of the Company is Rs. 53689Lakhs. The Net Loss stood at Rs. 180609 Lakhs. The Reserve & Surplus position (OtherEquity 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 doesnot recommend any dividend on the equity shares for the financial year ended March 312018
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 AND ASSOCIATES
During the period under review the Board of Directors (Rs.the Board') reviewed theaffairs of the subsidiaries. In accordance with Section 129(3) of the Companies Act 2013we have prepared consolidated financial statements of the Company which forms part ofthis Annual Report. Further a statement containing the salient features of the financialstatement of our subsidiaries associates joint ventures in the prescribed Form AOC-1which is annexed to the consolidated financial statement and which forms part of thisannual 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 audited financialstatements including the consolidated financial statements and related information of theCompany and audited accounts of each of its subsidiaries are available on our website www.amtek.com.Thesedocuments will also be available for inspection during business hours at our registeredoffice in Haryana India.
DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
The Board of Directors of the Company possess highest personal and professional ethicsintegrity values and provide leadership strategic guidance and objective judgment on theaffairs of the Company.
The Board consists of Eight Directors on end date of financial year under reviewcomprising of Non- Executive Directors and Executive Directors. The name of the Companiesin which they hold the memberships/chairmanships of Board Committees as stipulated underSEBI(LODR) Regulations 2015 is provided in the Corporate Governance Section of thisAnnual Report.
During the period under the review that Mr. John Ernest Flintham resigned on 31stMarch 2018.
Mr. Gautam Malhotra has resigned from Directorship with the effect from 23rdMay 2018
Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Mr. Sanjay Arora (Whole-time Director) Mr. Ajay Kumar (ChiefFinancial Officer) and Ms. Ruchika (Company Secretary) as key managerial personnel of theCompany 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. BhavyaSehra w.e.f. 12th February 2018
During the period under review there is a no change in an Authorized Share Capital ofthe Company. The Authorized Share Capital of the Company is Rs. 97 Crores of face Value ofRs.2/- each as on 31st March 2018.
NUMBER OF BOARD MEETING
The Board met four times before commencement of corporate Insolvency ResolutionProcess (CIRP).The maximum interval between any two meetings did not exceed 120 days asprescribed in the Companies Act 2013.
No meeting of Board of Directors or Committee was held after the Commencement ofCorporate Insolvency Resolution Process (CIRP) w.e.f 20th December 2018.
POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The company's current policy is to have an appropriate mix of executive and independentdirectors to maintain the independence of the Board and separate its functions ofgovernance and management. On March 31 2018 the Board consists of Eight members One ofwhom is executive three are non executive and Four were 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 thatbefore the commencement of Insolvency Process Board shall monitor and review the Boardevaluation framework. The framework includes the evaluation of directors on variousparameters such as: The Companies Act 2013 states that a formal annual evaluation needsto be 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. The evaluation of all the directors and the Board as a whole wasconducted based on the criteria and framework adopted by the Board. The evaluation processhas been explained in the Corporate Governance Report. The Board approved theevaluation 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. Thedetails of training and familiarization program are provided in the CorporateGovernance Report and is also available on our website (www.amtek.com). Further atthe time of the appointment of an independent director the Company issues a formal letterof appointment outlining his / her role function duties and responsibilities. The formatof 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.
The Board has laid down the Code of Conduct for Non-Executive Directors and SeniorManagement Personnel of the Company and the same are posted on the Company's website. AllBoard Members and Senior Management personnel have affirmed compliance with the Code ofConduct. The Managing Director has also confirmed and certified the same. Thecertification 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 Section134(5) of the Companies Act 2013 the Directors hereby confirm that:
i. in the preparation of Annual Accounts the applicable Accounting Standards have beenfollowed and there has been no material departure.
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 2018 and of theprofit/loss for the year 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 the member had appointed M/s Raj Gupta & Co. Chartered Accountants as StatutoryAuditors of the Company at last (34th) Annual General Meeting for a period ofFive years to hold the office till the conclusion of 39th Annual GeneralMeeting subject to ratification by shareholders every year.
The requirement to place the matter relating to appointment of Auditors' forratification by members at every AGM is done away with vide notification dated 7th May2018 issued by Ministry of Corporate Affairs New Delhi. Accordingly no resolution isbeing proposed for ratification of appointment of the Auditors who were appointed in theAGM of the Company held on 29th September 2017.
The auditors' report doesn't contain any qualifications reservations or adverseremarks. The Report of the statutory auditor is given as an annexure which forms part ofthis annual report.
Mr. Yash Pal Sardana (Membership No. 17996) practicing Cost Accountant have beenre-appointed to audit the cost records of the Company for the F.Y. 2018-2019 forconducting 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 annexedherewith marked as Annexure I to this Report. The Secretarial Audit Reporthas 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 andService 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 andfirst amendment of the Constitution of India. The tax replaced existing multiple cascadingtaxes levied by the Central and State Government. As GST is one indirect tax for theentire country.
Your company has successfully implemented and migrated to GST followed by the changesacross 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 Reconciliationof Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile thetotal number of shares held in National Securities Depository Limited (NSDL) CentralDepository Services (India) Limited (CDSL) and in physical form with the respect toadmitted 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 proceduresfor ensuring the orderly and efficient conduct of its business including adherence to theCompany's policies the safeguarding of its assets the prevention and detection of fraudsand errors the accuracy and completeness of the accounting records and the timelypreparation 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 theForm 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-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 the Annexure-IV which forms part of this report as prescribed in theCompanies (Corporate Social Responsibility Policy) Rules2014. For other details regardingThe CSR Committee please refer to the corporate governance report which forms part ofthis 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 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 indentured 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 employees' remunerationas 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 AnnexureVforms 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 ofManagerial 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 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;
focusing 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 givenas an annexure under the head "Management Discussion and Analysis Report" andforms a 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 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 Hon'ble National Company Law Tribunal Chandigarh Bench(NCLT Chandigarh) vide order dated 20th December 2017 approved initiation ofCorporate Insolvency Resolution Process of the Company pursuant to an application undersection 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 beensuspended in terms of section 17 of the Code and the same now vest with Mr. DinkarT. Venkatasubramanian the Resolution Professional.
DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION PROHIBITIONAND REDRESSAL) ACT 2013
The Company promotes a healthy and congenial working environment irrespective ofgender caste creed or social class of the employees and values every individual andcommitted to protect the dignity and respect of every individual. The Company has alwaysendeavored for providing a better and safe environment free of sexual harassment at allits work places. During the year under review no cases of sexual harassment against womenemployees at any of its work place were filed under Section 22 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013.
The Directors/Resolution Professional wish to place on record their appreciation forthe 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 valuableco-operation and support received from the Government of India various state governmentsthe Banks/ financial institutions and other stakeholders such as shareholders customersand suppliers among others. The Directors /Resolution Professional also commend thecontinuing commitment and dedication of the employees at all levels which has beencritical for the Company's success. The Directors look forward to their continued supportin 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 theInsolvency and Bankruptcy Code 2016. Its affairs business and assets are being managed bythe Resolution Professional Mr. Dinkar T. Venkatasubramanian appointed by the NationalCompany Law Tribunal by order dated 20th December 2017 and 22nd December2017 and continued as Resolution Professional by the Committee of Creditors in its meetingheld on 12th January 2018 under the provisions of the Code.)
|Place ||: New Delhi |
|Date ||: 14th August 2018 |