It gives me great pleasure to present the 36th Board's Report of Your Companyalong with the Balance Sheet Statement of Profit and Loss and Statement of Cash Flow forthe financial year ended March 31 2019.
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. DinkarT. Venkatasubramanian was appointed as the Interim Resolution Professional and thereafterwas appointed 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 CTL') along with the audited financial statements andconsolidated performance of the Company and its subsidiaries for the financial year endedMarch 31 2019.
The standalone and consolidated financial statements for the financial year ended March31 2019 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 2019 and periodended 31st March 2018 is summarized below:-
in lakhs except per equity share data
|Particulars ||Standalone ||Consolidated |
| ||31st March 2019 ||31st March 2018 ||31st March 2019 ||31st March 2018 |
| ||(Year Ended) ||(Year Ended) ||(Year Ended) ||(Year Ended) |
|Revenue ||46069 ||53689 ||46069 ||53689 |
|Less : Expenditures (Excluding Depreciation) ||48677 ||119798 ||48677 ||119798 |
|Gross Profit Before Depreciation ||(2608) ||(66109) ||(2608) ||(66109) |
|Less : Depreciation ||49716 ||47483 ||49716 ||47483 |
|Profit Before Tax & Exceptional Items ||(52324) ||(113591) ||(52324) ||(113592) |
|Share of Profit/(loss) of associates and Joint Ventures || || ||0 ||(1) |
|Profit/(Loss) before exceptional items || || || || |
|and taxes ||(52324) ||(113591) ||(52324) ||(113593) |
|Less : Exceptional Item ||22618 ||67020 ||22618 ||67020 |
|Profit /(Loss) Before tax ||(74942) ||(180611) ||(74942) ||(180613) |
|Less : Tax Expenses(Deferred Tax) ||- ||(2) ||- ||(2) |
|Profit / (Loss) for the year ||(74942) ||(180609) ||(74942) ||(180611) |
|Earnings Per Share for continuing operations || || || || |
|1. Basic ||(19.82) ||(47.76) ||(19.82) ||(47.76) |
|2. Diluted ||(19.82) ||(47.76) ||(19.82) ||(47.76) |
|Earnings Per Share for discontinuing operations || || || || |
|1. Basic ||- ||- ||(1.56) ||(2.31) |
|2. Diluted ||- ||- ||(1.56) ||(2.31) |
|Earnings Per Share for continuing and discontinued operations || || || || |
|1. Basic ||(19.82) ||(47.76) ||(21.38) ||(50.07) |
|2. Diluted || || || || |
STATUS OF COMPANY AFFAIRS
As the Company is under CIRP under the Code the Company is being run as a goingconcern.
A corporate insolvency resolution process ("CIRP") has been initiated againstCastex Technologies Limited (the Company') vide an order of Chandigarh bench of theNational Company Law Tribunal (NCLT) dated December 20 2017 under the provisions of theinsolvency and bankruptcy code 2016 (Code). Pursuant to the order the power of the Boardof directors stands suspended and are exercisable by Mr Dinkar T. Venkatasubramanian whowas appointed as interim resolution professional (IRP) by the NCLT vide order datedDecember 22 2017 and was consequently confirmed as Resolution Professional (RP) by theCommittee of Creditors (CoC) in its meeting held on January 12 2018. Hon'able NationalCompany 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).
The Company is presently undergoing CIRP and the Resolution process is underway in linewith the provisions of the IBC Code ".
Further the Committee of Creditors of CTL had approved the resolution plan submittedby Liberty House Group Pte Ltd (LHG) through e-voting process on August 30 2018. Theresolution plan as approved by the Committee of Creditors of CTL had also beensubsequently submitted to Hon'ble National Company Law Tribunal "Chandigarh Bench'for consideration 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 StateBank of India' on behalf of the financial creditors' and subsequently anotherapplication for approval was permitted to be withdrawn with certain observations andimposition of cost.
The appeal was filed on 29th April 2019 wherein notice was issued on respondentsincluding 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 ofthe appeal till 11th July 2019 which comes to 73 days from the date of filing of theappeal i.e. from 29th April 2019. The Adjudication authority allowed extention of 73 daysto counted w.e.f 17th July 2019 with liberty to the Resolution Professional' and theCommittee of Creditors' to consider the resolution plans' filed by theeligible resolution applicants.
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. 46069Lakhs. The Net Loss stood at Rs. 74942 Lakhs. The Reserve & Surplus position (OtherEquity as per IND-AS) as on 31st March 2019 at (Rs 85763.01) 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 312019.
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 (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 Six 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. Sanjiv Basin has resigned fromDirectorship with the effect from 10th December 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. Jyoti Sharma (Company Secretary) as key managerial personnel ofthe Company was formalized.
During the Period under the review Ms. Jyoti Sharma was appointed as Company secretaryof the Company in place of Ms. Ruchika w.e.f. 29th April 2019.
During the period under review there is a no change in an Authorized and Paid Up ShareCapital of the Company. The Authorized Share Capital of the Company is Rs. 97 Crores offace Value of Rs. 2/-each and Paid Up Equity Share Capital of the Company is Rs. 75.62Crores as on 31st March 2019.
NUMBER OF BOARD MEETING
No meeting of Board of Directors or Committee was held after the initiationCommencement of Corporate Insolvency Resolution Process (CIRP) w.e.f 20 December 2017.
However the power of Board of Directors of the Company stood suspended but for theupdation of financial result Resolution Professional held the meeting with the directorsfor the adoption of Financial Result during the period under the review.
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 2019 the Board consists of Six members One ofwhom are executive One of whom non executive and Four were independent directors. Thepolicy of the Company on directors' appointment and remuneration including criteria fordetermining qualifications positive attributes independence of a director and othermatters as required under sub-section (3) of Section 178 of the Companies Act 2013 isavailable on our website and also in the Corporate Governance Report. There has been nochange in the policy since the last fiscal year. We affirm that the remuneration paid tothe directors is as per the terms laid out in the nomination and remuneration policy ofthe 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 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 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 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.
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.
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 31stMarch2019 and of the profit/lossfor 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 of Five yearsto hold the office till the conclusion of 39th Annual General Meeting subject toratification by shareholders every year. Their appointment was subject to ratification fortheir appointment by the Members of the Company at every Annual General Meeting. Pursuantto the amendments made to section 139 of the Companies Act 2013 by the Companies(Amendment) Act 2017 effective from 7th May 2018 the requirement of seeking ratificationof the Members for the appointment of the statutory Auditors has been withdrawn from thestatue. In view of above ratification of the members at Annual General Meeting is notbeing sought.
The Auditor Report of the auditor is given as an annexure which forms part of theAnnual 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. 2019-2020 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 2018-19.The Secretarial Audit Report for the financial year ended March 31 2019 is annexedherewith marked as Annexure I to this Report. The Secretarial Audit Reporthas not contained any qualification reservation or adverse remark.
SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) 2015 M/s S. Khurana & Associates Company Secretaries inpractise has undertaken the Secretarial Compliance Report of the Company for the financialyear 2018-19. The Report of the Secretarial Compliance in prescribed format for the periodended March 31 2019 is annexed as Annexure II to the Report.
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-III 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-IVin 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-V which forms part of this report as prescribed in theCompanies (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 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 AnnexureVIforms 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 andintegration with building management systems; setting internal targets for energyperformance improvement and institution of rigorous operational controls toward achievingthese targets; creating awareness amongst associates on energy conservation throughcampaigns and events; focusing on enhancing the component of renewable power in ourpower sourcing strategy (through on-site solar power generation and third party purchaseas feasible);
Increased focus on procurement of energy efficient equipment.
The relevant data regarding the above is given in the Annexure-VII 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 isavailable 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).
SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS
National Company Law Tribunal Chandigarh Bench (NCLT Chandigarh) vide orderdated 20th December 2017 ("Insolvency Commencement Date") was appointed Mr.Dinkar T. Venkatasubramanian as the Interim Resolution Professional ("IRP") tomanage 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 thecommittee of creditors ("CoC") in its Meeting held on 12th January 2018. Onappointment of the IRP/RP the powers of the Board of Directors of the Company weresuspended.
A Show Cause Notice under Section 148 of the Companies Act 2013 was received tothe Company and its Directors of the Company from Ministry of Corporate Affairs CostAudit Branch for non filing of Cost Audit Report for the Financial Year 31st March 2016.Our Company has already been filed e-Form CRA-4 with the MCA.
A Show cause Notice under Section 15A(b) Section 15HB of the SEBI Act 1992 andSection 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.
TRANSFER OF EQUITY SHARES UNPAID/UNCLAIMED DIVIDEND TO INVESTOR EDUCATION PROTECTIONFUND
In line with the statutory requirements the Company has transferred to the credit ofthe Investor Education and Protection Fund (IEPF) set up by the Government of Indiaequity shares in respect of which dividend had remained unpaid/ unclaimed for a period ofseven consecutive years within the time lines laid down by the MCA. Unpaid/unclaimeddividend for seven years of more has also been transferred to the IEPF pursuant to therequirements under the Act.
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
(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 December 2017 andcontinued as Resolution Professional by the Committee of Creditors in its meeting held on12th January 2018 under the provisions of the Code. )
Place : New Delhi
Date : 06th September 2019