The Board of Directors hereby submits the report of the business and operations of yourCompany (Rsthe Company' or RsCastex Technologies Limited') along with the auditedfinancial statements for the financial year ended March 31 2017. The consolidatedperformance of the Company and its subsidiaries has been referred to wherever required.
The Company's financial performance for the year ended 31st March 2017 and periodended 31st March 2016 is summarized below:-
|Particulars ||Standalone ||Consolidated |
| ||31st March 2017 ||31st March 2016 ||31st March 2017 ||31st March 2016 |
| ||(Year Ended) ||(Six Months Ended) ||(Year Ended) ||(Six Months Ended) |
|Revenue ||146864 ||101978 ||146864 ||101978 |
|Less : Expenditures (Excluding Depreciation) ||204787 ||124246 ||204005 ||124077 |
|Gross Profit Before Depreciation ||(57923) ||(22268) ||(57141) ||(22099) |
|Less : Depreciation ||52651 ||23917 ||52651 ||23917 |
|Profit Before Tax & Exceptional Items ||(110574) ||(46185) ||(109792) ||(46016) |
|Share of Profit/(loss) of associates and Joint Ventures || || ||3 ||(22) |
|Profit/(Loss) before exceptional items and taxes ||(110574) ||(46185) ||(109789) ||(46038) |
|Less : Exceptional Item ||40035 ||37241 ||40035 ||37241 |
|Profit Before tax ||(150609) ||(83426) ||(149824) ||(83279) |
|Less : Tax Expenses(Deferred Tax) ||(46216) ||(21846) ||(45975) ||(21794) |
|Profit / (Loss) for the year ||(104393) ||(61580) ||(103849) ||(61485) |
|Earnings Per Share for continuing operations || || || || |
|1. Basic ||(27.61) ||(16.29) ||(28.59) ||(16.71) |
|2. Diluted ||(27.61) ||(16.29) ||(28.59) ||(16.71) |
|Earnings Per Share for continuing and discontinued operations || || || || |
|1. Basic ||(27.61) ||(16.29) ||(28.59) ||(16.71) |
|2. Diluted ||(27.61) ||(16.29) ||(28.59) ||(16.71) |
Note : Figures of Financial year 2015-16 is for 1st October 2015 to 31stMarch 2016
During the period under review based upon the Standalone Financial statements therevenue of the Company is Rs. 146864 Lakhs. The Net Loss stood at Rs. 104393 Lakhs. TheReserve & Surplus position as on 31st March 2017 at Rs. 169447.29 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 312017
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 (Rsthe 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.These documents will also be available for inspection during business hours at ourregistered office in 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 year 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 Act 2013 and Regulation 16 & 17 of SEBI (ListingObligations Disclosure Requirement) Regulation 2015 the Board of Directors at itsmeeting held on 14th February 2017 appointed Mr. Sanjiv Bhasin& Mr.Bahushrut Lugani as Non-Executive Independent Additional Director and on 25thAugust2017 Mr. Yogesh Kapur Mr. Branjindar Mohan Singh and Ms. Anuradha Kapur areappointed as Non-Executive Independent Additional Director whose term of office expires atthe end of ensuing Annual General Meeting of the Company.
Further pursuant to Section 168 read with Rule 15 of (Appointment and Qualification ofDirectors) Rules 2014 Mr. D.S. Malik resigns from the post of Director of the Companyw.e.f. 10th September 2016 Mr. S.S. Verma & Mr. K.T. James resigned fromthe post of Director of the Company w.e.f. 30th November 2016 Mr. ShekharGupta resigns from the post of Director of the Company w.e.f. 14th February2017 Mr. Bahushrut Lugani resigns from the post of Director of the Company w.e.f. 22ndJuly 2017 and Ms. Ankita Wadhawan resigns from the post of Director of the Company w.e.f25th August2017.
Further Mr. John Ernest Flintham has been appointed as a Managing Director on 14thFebruary 2017 Shareholder's approval for appointment of Mr. John Ernest Flintham asManaging Director has been taken in Extra-Ordinary General Meeting held on 25thMarch 2017.
The approval of Shareholders pursuant to Section 203 of the Companies Act 2013 readwith Schedule V there of is sought for the appointment of Mr. Sanjay Arora as Whole-timeDirector of the Company on such terms & conditions as may be decided by the Board fora period of five years w.e.f. from 27th March 2017 Further on 24thJune 2017 the designation of Mr. Sanjiv Bhasin changed from Non-Executive IndependentDirector to Non-Executive Director due to his appointment in Associate Company as aPresident.
Brief disclosure of the Directors proposed to be re-appointed highlighting theirindustry expertise 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 Regulations is provided in the Corporate Governance Sectionof this Annual Report.
Pursuant to the provisions of Section 203 of the Act which came into effect from April1 2014 the appointment of Mr. John Ernest Flintham Managing Director Mr. Sanjay AroraWhole-time Director Mr.Darshan Prasad Yadav Chief Financial Officer and Ms. BhavyaSehra Company Secretary as key managerial personnel of the Company were formalized.
Mr. Darshan Prasad Yadav was appointed as Chief Financial Officer of the Company inplace of Mr. Deepak Wadhwa w.e.f. 30th May 2017.
During the period under review there is a change in an Authorized Share Capital of theCompany. The Authorized Share Capital of the Company is increased from Rs. 95 Crores toRs. 97 Crores by creation of additional 1 Crore equity Shares of face Value of Rs. 2/-each.
NUMBER OF BOARD MEETING
The Board met Seven times during the financial year. The maximum interval between anytwo meetings did not exceed 120 days as prescribed in the Companies Act 2013.
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 2017 the Board consists of eight members two ofwhom are executive two 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 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 ascollated by the 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 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.
The certification 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 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 2017 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 it is proposed to appoint M/s Raj Gupta & Co. Chartered Accountants asStatutory Auditors of the Company from the conclusion of 34th Annual General Meeting (AGM)untill the conclusion of 39th 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 theirappointment if made would be within the prescribed limits under Section 141 of theCompanies Act 2013 and that they are not disqualified for appointment.
The auditors' report does not contain any qualifications reservations or adverseremarks. Report of the statutory auditor is given as an annexure which forms part of thisannual report.
The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996) practicing CostAccountant as a 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 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as Annexure - I tothis Report. The Secretarial Audit Report does not contain any qualification reservationor adverse remark. As per the directive of Securities and Exchange Board of IndiaM/s S. Khurana & Associates Company Secretaries 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.
INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA) vide its notification dated February 16 2015notified the Indian Accounting Standards (Ind AS) applicable to certain class ofcompanies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 ofthe Companies Act 2013 read with Rule 7 of the Companies (Accounts) Rules 2014.Pursuant to the aforesaid notification with effect from April 01 2016 the Company hastransitioned to Ind AS. The transition is carried out from accounting principles generallyaccepted in India being the previous GAAP. Accordingly The annexed financial statementscomply in all material aspects with Indian Accounting Standards (Ind AS) notified undersection 133 of the Companies Act 2013 (the Act) [Companies (Indian Accounting Standards)Rules 2015] and other relevant provisions of the Act. These financial statements are thefirst financial statements of the Company under Ind AS. Detailed information on the impactof the transition from previous GAAP to Ind AS is provided in the annexed financialstatements.
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 Company's policies the safeguardingof its assets the prevention and detection of frauds and errors the accuracy andcompleteness of the accounting records and the timely preparation of reliable financialdisclosure.
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 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 asAnnexure-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 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 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 nancial risks and controls.Major risks identied 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 Annexure - V formspart 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;
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 efcient 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).
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 Company's success. The Directors look forward totheir continued support in future.
| ||By Order of the Board |
| ||For Castex Technologies Limited |
| ||Sanjay Chhabra |
|Place : New Delhi ||DIN No. 01237026 |
|Date : 25.08.2017 ||(Chairman) |