castex technologies limited · 2017-09-27 · 4 | castex technologies limited castex technologies...

34th ANNUAL REPORT2016 - 2017

CASTEXTECHNOLOGIES LIMITED

CASTEX TECHNOLOGIES LIMITED

CIN: L65921HR1983PLC03378934th ANNUAL REPORT

2016 – 2017Regd. OfficeVillage Narsinghpur, Mohammadpur,Old Manesar Road, Gurgaon, Haryana-123106Ph. : (0124) 26373406Fax : (0124) 26373028email: [email protected]: www.amtek.com

Corporate Office3, Local Shopping Centre,Pamposh Enclave, G.K. - I,New Delhi-110 048Ph. : (011) 42344444Fax : (011) 42344000E-mail : [email protected] : http//:www.amtek.com

BankersUCO BankState Bank of PatialaUnited Bank of IndiaState Bank of Bikaner & JaipurIDBI BankOriental Bank of CommerceState Bank of MysoreState Bank of HyderabadSouth Indian BankVijaya BankSecretarial AuditorS. Khurana & AssociatesCompany Secretaries

AuditorsM/s Manoj Mohan & AssociatesChartered Accountants

Registrar and Share Transfer AgentsM/s Beetal Financial &Computer Services (P) Ltd.Beetal House, 3rd Floor, 99,Madangir, Behind L.S.C.,Near Dada Harsukh Dass Mandir,New Delhi-110062Ph.: 011-29961281-83, Fax: 011-29961284Email:- [email protected]

Board Of DirectorsMr. SANJAY CHHABRA Chairman & DirectorMr. JOHN ERNEST FLINTHAM Managing DirectorMr. ARVIND DHAM DirectorMr. GAUTAM MALHOTRA DirectorMr. YOGESH KAPUR DirectorMr. BRAJINDAR MOHAN SINGH DirectorMr. SANJIV BHASIN DirectorMr. SANJAY ARORA Whole-time DirectorMs. ANURADHA KAPUR Director

Company SecretaryMs. BHAVYA SEHRA

Chief Financial OfficerMr. DARSHAN PRASAD YADAV

CONTENTS

Notice ....................................................................... 3

Directors' Report ..................................................... 18

Corporate Governance Report ............................ 40

Management Discussion & Analysis Report .... 63

Auditors’ Report ..................................................... 72

Balance Sheet ........................................................ 77

Statement of Profit & Loss ................................... 78

Cash Flow Statement ............................................ 79

Notes ....................................................................... 80

Consolidated Financial Statement .................... 106


ANNUAL REPORT 2015-16 | 3

NOTICE

NOTICE IS HEREBY GIVEN THAT THE 34th ANNUAL GENERAL MEETING OF THE MEMBERS OF CASTEX TECHNOLOGIESLIMITED WILL BE HELD ON FRIDAY, SEPTEMBER 29, 2017 AT 1.30 P.M. AT THE REGISTERED OFFICE OF THE COMPANYSITUATED AT VILLAGE NARSINGHPUR, MOHAMMADPUR OLD MANESAR ROAD, GURGAON, HARYANA - 123106 TOTRANSACT THE FOLLOWING BUSINESSES:

ORDINARY BUSINESS

1. To receive, consider and adopt :-

(a) THE AUDITED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEAR ENDED MARCH 31,2017, TOGETHER WITH THE REPORTS OF THE BOARD OF DIRECTORS AND THE AUDITORS THEREON; ANDIN THIS REGARD, PASS THE FOLLOWING RESOLUTION(S) AS AN ORDINARY RESOLUTION:

“RESOLVED THAT the audited financial statements of the Company for the financial year ended March 31,2017 and the reports of the Board of Directors and Auditors thereon laid before this meeting, be and arehereby considered and adopted.”

(b) THE AUDITED CONSOLIDATED FINANCIAL STATEMENTS OF THE COMPANY FOR THE FINANCIAL YEARENDED MARCH 31, 2017, TOGETHER WITH THE REPORT OF THE AUDITORS THEREON AND IN THISREGARD, PASS THE FOLLOWING RESOLUTION(S) AS AN ORDINARY RESOLUTION:

“RESOLVED THAT the audited Consolidated Financial Statements of the Company for the financial year endedMarch 31, 2017 and the reports of the Auditors thereon laid before this meeting, be and are hereby consideredand adopted.”

2. TO APPOINT A DIRECTOR IN PLACE OF MR. ARVIND DHAM (DIN - 00047217), WHO RETIRES BY ROTATION ANDBEING ELIGIBLE OFFER HIMSELF FOR RE-APPOINTMENT AND IN THIS REGARD, PASS THE FOLLOWING RESOLUTIONAS AN ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Arvind Dham (DIN -00047217) who retires by rotation at this meeting and being eligible has offered himself for re-appointment, be andis hereby re-appointed as a Director of the Company, liable to retire by rotation.”

3. TO APPOINT A DIRECTOR IN PLACE OF MR. GAUTAM MALHOTRA (DIN - 00157488), WHO RETIRES BY ROTATIONAND BEING ELIGIBLE OFFER HIMSELF FOR RE-APPOINTMENT AND IN THIS REGARD, PASS THE FOLLOWINGRESOLUTION AS AN ORDINARY RESOLUTION:

“RESOLVED THAT pursuant to the provisions of Section 152 of the Companies Act, 2013, Mr. Gautam Malhotra(DIN - 00157488), who retires by rotation at this meeting and being eligible has offered himself for re-appointment,be and is hereby re-appointed as a Director of the Company, liable to retire by rotation.”

4. TO APPOINT AUDITORS AND TO FIX THEIR REMUNERATION AND IN THIS REGARD TO CONSIDER AND IFTHOUGHT FIT, TO PASS WITH OR WITHOUT MODIFICATION(S), THE FOLLOWING RESOLUTION AS AN ORDINARYRESOLUTION:-

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of theCompanies Act, 2013 read with the Companies (Audit and Auditors) Rules, 2014, as may be applicable and pursuantto the recommendations of the Audit Committee, M/s. Raj Gupta & Co., Chartered Accountants (Firm RegistrationNo.000203N), be and is hereby appointed as Statutory Auditors of the Company, in lieu of the resignation given byM/s Manoj Mohan & Associates, Chartered Accountants, (Firm Registration No.009195C), to hold office from theconclusion of this 34th Annual General Meeting (AGM) until the conclusion of the 39th AGM, subject to ratificationof their appointment at every Annual General Meeting as applicable, at such remuneration and out of pocketexpenses, as may be decided by the Board of Directors of the Company.

SPECIAL BUSINESS

5. TO REGULARIZE THE APPOINTMENT OF MR. SANJIV BHASIN (DIN: 01119788) AS A DIRECTOR

To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution:-

4 | CASTEX TECHNOLOGIES LIMITED


“RESOLVED THAT Mr. Sanjiv Bhasin (DIN: 01119788), who was appointed as an Additional Director of the Companyby the Board of Directors w.e.f. 14th February,2017 and who holds office upto the date of this Annual General Meetingin term of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a notice underSection 160 of the Companies Act, 2013 in writing proposing his candidature for the office of director, be and is herebyappointed as Director of the Company.”

6. TO REGULARIZE THE APPOINTMENT OF MR. SANJAY ARORA (DIN: 07757118) AS A DIRECTOR OF THE COMPANY


“RESOLVED THAT Mr. Sanjay Arora (DIN: 07757118), who was appointed as an Additional Director of the Companyby the Board of Directors w.e.f. 27th March, 2017 and who holds office upto the date of this Annual General Meetingin terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has received a noticeunder Section 160 of the Companies Act, 2013 in writing proposing his candidature for the office of director, be andis hereby appointed as Director of the Company.”

7. TO APPOINT MR. SANJAY ARORA (DIN: 07757118) AS A WHOLE-TIME DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution.

“RESOLVED THAT pursuant to the provisions of Sections 196, 197, 203 read with the Schedule V and all applicableprovisions of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof for the time being in force) and subjectto all other sanctions, approvals and permissions as may be required and subject to such conditions and modificationsas may be imposed or prescribed by any of the authorities while granting such sanctions, approvals and permissions,consent of the Company be and is hereby accorded for the appointment of Mr. Sanjay Arora as a Whole-time Directorof the Company, whose office shall not be liable to retire by rotation, for a period of 5 years effective from 27thMarch,2017 to 26th March, 2022 on a total remuneration not exceeding Rs. 60 Lacs (Rupees Sixty Lacs only) perannum and other benefits as per the rules of the Company and on the terms and conditions decided by the Board(hereinafter referred to as “the Board” which term shall be deemed to include any Committee of Directors).

RESOLVED FURTHER THAT notwithstanding anything herein above stated where in any financial year, the Companyincurs a loss or if its profits are inadequate, the Company shall pay to Mr. Sanjay Arora as Whole-time Director, asper the provisions of Schedule V to the Companies Act, 2013 (including any statutory modification or re-enactmentthereof, for the time being in force), or such other limits as may be prescribed by the Government from time to timeas minimum remuneration.

8. TO APPOINT MR. BRAJINDAR MOHAN SINGH (DIN: 02143830) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

To consider and if thought fit, to pass with or without modification(s), the following resolution as an OrdinaryResolution.

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicableprovisions, if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Brajindar Mohan Singh(DIN-02143830) was appointed as an Additional Director w.e.f 25th August 2017 who helds office till the date ofAnnual General Meeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Companyhas received a notice in writing under Section 160 of the Companies Act, 2013, from a member proposing hiscandidature for the office of Director, and who has submitted a declaration that he meets the criteria of Independenceas provided in Section 149(6) of the Companies Act, 2013 and is eligible for appointment be and is hereby appointedas an Independent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutiveyears up to 24th August, 2022.”

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such actsand take all such steps as may be necessary, proper or expedient to give effect to this resolution.



9. TO APPOINT MR. YOGESH KAPUR (DIN: 00015385) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

In this regard to consider and if thought fit, to pass with or without modification(s) the following as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicableprovisions, if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mr. Yogesh Kapur (DIN-00015385) wasappointed as an Additional Director w.e.f 25th August, 2017 and who helds office till the date of Annual GeneralMeeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has receiveda notice in writing under Section 160 of the Companies Act, 2013, from a member proposing his candidature forthe office of Director, and who has submitted a declaration that he meets the criteria of Independence as providedin Section 149(6) of the Companies Act, 2013 and is eligible for appointment be and is hereby appointed as anIndependent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive yearsup to 24th August, 2022.”


10. TO APPOINT MS. ANURADHA KAPUR (DIN: 01646928) AS AN INDEPENDENT DIRECTOR OF THE COMPANY

In this regard to consider and if thought fit, to pass with or without modification(s) the following as an OrdinaryResolution:

“RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicableprovisions, if any of the Companies Act, 2013 and the Companies (Appointment and Qualification of Directors) Rules,2014 (including any statutory modification(s) or re-enactment thereof for the time being in force) and Regulation 17of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Anuradha Kapur (DIN-01646928)was appointed as an Additional Director w.e.f 25th August, 2017 and who helds office till the date of Annual GeneralMeeting in terms of Section 161 of the Companies Act, 2013 and in respect of whom the Company has receiveda notice in writing under Section 160 of the Companies Act, 2013, from a member proposing her candidature forthe office of Director, and who has submitted a declaration that she meets the criteria of Independence as providedin Section 149(6) of the Companies Act, 2013 and is eligible for appointment be and is hereby appointed as anIndependent Director of the Company, not liable to retire by rotation, to hold office for a term of five consecutive yearsup to 24th August, 2022.”


11. RATIFICATION OF REMUNERATION TO BE PAID TO MR. YASH PAL SARDANA, COST ACCOUNTANTS, COSTAUDITORS OF THE COMPANY FOR THE FINANCIAL YEAR 2017-18.


“RESOLVED THAT pursuant to the provisions of Section 148 and all other applicable provisions of the CompaniesAct, 2013 and the Companies (Audit and Auditors) Rules, 2014 (including any statutory modification(s) or re-enactmentthereof, for the time being in force), the remuneration not exceeding Rs. 5 Lakhs per annum, as approved by theBoard on the recommendations of the Audit Committee, to be paid to Mr. Yash Pal Sardana, Cost Accountants(Membership No. - 17996), Cost Auditors of the Company for Cost Audit w.r.t the financial year 2017-18, be and ishereby ratified, confirmed and approved.

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorised to do all such actsand take all such steps as may be necessary, proper or expedient to give effect to this resolution”

12. RELATED PARTY TRANSACTIONS

To consider and if thought fit, to pass with or without modification(s), the following resolution as a OrdinaryResolution:-



“RESOLVED THAT pursuant to the provisions of Section 188 and other applicable provisions of the Companies Act,2013, if any, read with Companies (Meetings of Board and its Powers) Rules, 2014 consent of the members of theCompany be and is hereby accorded for entering into related party transactions by the Company for the financialyear 2017-18 up to the maximum per annum amounts as appended below: -

MAXIMUM VALUE OF CONTRACT/TRANSACTION FOR THE FINANCIAL YEAR 2017-18(in crores)

Transactions defined u/s 188(1) of Companies Act, 2013

Name of Interested Sale, Selling Giving Availling LeasingDirectors(s)/KMP(s) Purchase or buying any or of

of any property Loan/ rendering Property goods of any Guaran- of any of any

or kind tee service kindmaterials or provide

Securities

NAME OF RELATED PARTY

Subsidiary

Amtek Kupper GmbH – 100 – 50 – –

Joint Venture

Amtek Riken Casting Private Ltd. Mr. John Ernest Flintham 200 200 50 – –

Associate

Amtek Auto Ltd. Mr. Arvind DhamMr. Gautam Malhotra 500 300 – – –

Subsidiary of Associate Company

Amtek Transportation Systems Ltd. – 200 200 – – –

JMT Auto Limited Mr. Gautam Malhotra 200 200 50 – –Mr. John Ernest Flintham

Associate of Associate Company

Metalyst Forgings Ltd. Mr. Arvind Dham 300 300 50 – –Mr. Gautam MalhotraMr. John Ernest Flintham

ARGL Ltd. – 300 300 50 – –

ACIL Ltd. Mr. Arvind Dham 300 300 50 – –

RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all acts, deedsand things as may be necessary to settle any question, difficulty, or doubt that may arise with regard to giving effectto above Resolution.”

By Order of the BoardFor CASTEX TECHNOLOGIES LIMITED

Date : 25.08.2017 Sanjay ChhabraPlace : New Delhi DIN No. 01237026

(Chairman)



NOTES:

1. The Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to Special businesses underItem No. 5 to 12 above, is annexed hereto.

2. The relevant details as required under Regulation 36(3) of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 (“SEBI Listing Regulations”), of the person seeking re-appointment as Director under Item No.2,3,5,6,7, 8, 9 & 10 of the Notice, are also annexed.

3. A MEMBER ENTITLED TO ATTEND AND VOTE IS ENTITLED TO APPOINT A PROXY TO ATTEND AND VOTE INSTEADOF HIMSELF/HERSELF AND THE PROXY NEED NOT BE A MEMBER OF THE COMPANY.

4. The instrument appointing the Proxy, in order to be effective, must be deposited at the Company’s Registered Officenot less than 48 hours before the meeting. Proxies submitted on behalf of limited companies, societies, etc., mustbe supported by appropriate resolutions/authority, as applicable. Members are requested to note that a person canact as a proxy on behalf of members not exceeding 50 and holding in the aggregate not more than 10% of the totalshare capital of the Company carrying voting rights. In case a proxy is proposed to be appointed by a memberholding more than 10% of the total share capital of the Company carrying voting rights, then such proxy shall notact as a proxy for any other person or shareholder.

5. Pursuant to Section 125 of the Companies Act, 2013, unclaimed final dividend for the financial year 2009-10 is duefor transfer to Investors’ Education and Protection Fund (IEPF) established by Govt. of India. All Shareholders, whosedividend is unpaid for the year 2009-2010, are requested to lodge their claim by submitting an application at theearliest date, with either of the following:

i. M/s Beetal Financial & Computer Services Private Limited (RTA)

Beetal House, 3 rd Floor, 99Madangir, Behind LSCNew Delhi-110062

ii. The Company Secretary,

CASTEX TECHNOLOGIES LIMITED,3, Local Shopping Complex,Pamposh Enclave, Greater Kailash- 1,New Delhi -110048

Kindly note that no claims will lie against the Company or the IEPF once the dividend amount is deposited in IEPF.

6. The Notice of the Annual General Meeting is also uploaded on the website of the Company (www.amtek.com). TheAnnual General Meeting Notice is being sent to all the members, whose names appear in the Register of Membersas on 18th August, 2017.

7. Members holding shares in dematerialized form are requested to intimate all changes pertaining to their bankdetails, National Electronic Clearing Service (NECS), Electronic Clearing Service (ECS), mandates, nominations, powerof attorney, change of address, change of name and e-mail address, etc., to their Depository Participant (‘DP’) onlyand not to the Company’s Registrars and Transfer Agents, M/s. Beetal Financial & Computer Services Private Limited.Changes intimated to the Depository Participant will then be automatically reflected in the Company’s records whichwill help the Company and M/s. Beetal Financial & Computer Services Private Limited to provide efficient and betterservices. Members holding shares in physical form are requested to intimate such changes to M/s. Beetal Financial& Computer Services Private Limited

8. The Register of Members and Share Transfer Books of the Company shall remain closed from 27th September, 2017to 29th September, 2017 (both days inclusive) for the purpose of compliance with the annual closure of Books asper Section 91 of the Companies Act, 2013.

9. As per the provisions of the Companies Act, 2013, facility for making nominations is available to the members inrespect of the shares held by them. Nomination forms can be obtained from the Company’s Registrars and TransferAgents by Members holding shares in physical form. Members holding shares in electronic form may obtainNomination forms from their respective Depository Participant.



10. In accordance with the Companies Act, 2013 read with the Rules and in support of the ‘Green Initiative in CorporateGovernance’ the Annual Reports are sent by electronic mode to those members whose shareholding is indematerialized format and whose email ids are registered with the Depository for communication purposes. Themembers holding shares in physical form and who have not registered their Email ID are requested to register theirEmail ID addresses with M/s Beetal Financial & Computer Services Private Limited, the Company’s Registrars andShare Transfer Agents.

11. Members who hold shares in physical form in multiple folios in identical names or joint holding in the same orderof names are requested to send the share certificates to M/s. Beetal Financial & Computer Services Private Limitedfor consolidation into a single folio.

12. Members are requested to : -

a. bring the enclosed attendance slip and deliver the same after filling in their folio number/Client ID and DPID at the entrance of the meeting hall. Admission at the Annual General Meeting venue will be allowed onlyafter verification of the signature in the attendance slip, Duplicate Attendance Slip will be issued at theRegistered Office of the Company up to a day proceeding the day of Annual General Meeting.

b. bring their copies of Annual Report to the Meeting as the same will not be re-distributed at the venue ofAnnual General Meeting.

c. quote their Folios/Client ID & DP Id Numbers in all correspondence.

d. send a duly certified copy of the Board Resolution/Power of Attorney authorizing their representative to attendand vote on their behalf at the Annual General Meeting, if the member is a Corporate Member.

13. Relevant documents referred to in the accompanying Notice and the Statements are open for inspection by themembers at the Registered Office of the Company on all working days, except Saturdays, during business hoursup to the date of the Meeting.

14. Members desirous of asking any questions at the General Meeting are requested to send in their questions so asto reach the Company’s registered office at least 7 days before the General Meeting, so that the same can be suitablyreplied to.

15. Pursuant to Section 108 of the Companies Act, 2013 and the Rules framed thereunder, as amended from time totime, and Regulation 44 of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, yourCompany is offering e-Voting Facility for all shareholders of the Company, as an alternate, to enable them to casttheir votes electronically instead of casting their votes at the meeting. Please note that the voting through electronicmeans is optional. The members who wish to vote through physically in Meeting (instead of e-voting) can do thesame.

16. The Voting through an electronic means will commence on 26.09.2017 from 09:00 A.M and will end on 28.09.2017at 5:00 P.M. The members will not be able to cast their votes electronically beyond the date and time as mentioned.

17. The Company has appointed M/s. S. Khurana & Associates, Practicing Company Secretary (Membership Number-35297) to act as the Scrutinizer for conducting the electronic voting process in a fair and transparent manner.

18. The facility for voting through Polling Paper shall be made available at the AGM and the members attending themeeting, who have not cast their vote by remote e-voting, shall be able to exercise their right at the meeting throughpolling papers.

Process for Members opting for e-Voting is as under:

In compliance with the provisions of Section 108 of the Companies Act, 2013 and the Rules framed there under, theMembers are provided with the facility to cast their vote electronically, through the e-voting services provided by CDSL, onall the resolutions set forth in this Notice. The e-voting period commences on 26.09.2017 (from 09:00 A.M IST) and willend on 28.09.2017 at (5:00 P.M. IST). During this period, Members of the Company, holding shares either in physical formor in dematerialized form may cast their vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter. Once the vote on a resolution is cast by a Member, he shall not be allowed to change it subsequently.



The instructions for shareholders voting electronically are as under:

(a) The voting period begins on Tuesday, 26.09.2017 (from 09:00 A.M IST) and will end on Thursday, 28.09.2017 at (5:00P.M. IST). During this period shareholders’ of the Company, holding shares either in physical form or in dematerializedform, as on the cut-off date 22.09.2017 may cast their vote electronically. The e-voting module shall be disabledby CDSL for voting thereafter.

(b) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(c) The shareholders should log on to the e-voting website www.evotingindia.com.

(d) Click on Shareholders.

(e) Now Enter your User ID

i) For CDSL: 16 digits beneficiary ID,

ii) For NSDL: 8 Character DP ID followed by 8 Digits Client ID,

iii) Members holding shares in Physical Form should enter Folio Number registered with the Company.

(f) Next enter the Image Verification as displayed and Click on Login.

(g) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier votingof any company, then your existing password is to be used.

(h) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric PAN issued by Income Tax Department, (Applicable for both dematshareholders as well as physical shareholders)● Members who have not updated their PAN with the Company/Depository Participant are requested

to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.Sequence no is enclosed along with the notice.

● In case the sequence number is less than 8 digits enter the applicable number of 0’s before thenumber after the first two characters of the name in CAPITAL letters. Eg. If your name is RameshKumar with sequence number 1 then enter RA00000001 in the PAN field.

Dividend Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in yourBank demat account or in the company records in order to login.DetailsOR Date of If both the details are not recorded with the depository or company please enter the member id/Birth (DOB) folio number in the Dividend Bank details field as mentioned in instruction (v).

(i) After entering these details appropriately, click on “SUBMIT” tab.

(j) Members holding shares in physical form will then directly reach the Company selection screen. However, membersholding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorilyenter their login password in the new password field. Kindly note that this password is to be also used by the dematholders for voting for resolutions of any other company on which they are eligible to vote, provided that companyopts for e-voting through CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.

(k) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions containedin this Notice.

(l) Click on the EVSN for the relevant <CASTEX TECHNOLOGIES LIMITED> on which you choose to vote.

(m) On the voting page, you will see “RESOLUTION DESCRIPTION” and against the same the option “YES/NO” for voting.Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NOimplies that you dissent to the Resolution.



(n) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.

(o) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box will be displayed.If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modifyyour vote.

(p) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

(q) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(r) If a demat account holder has forgotten the login password then Enter the User ID and the image verification codeand click on Forgot Password & enter the details as prompted by the system.

(s) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobiles.The m-Voting app can be downloaded from Google Play Store. Please follow the instructions as prompted bythe mobile app while voting on your mobile.

(t) Note for Non – Individual Shareholders and Custodians

● Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log onto www.evotingindia.com and register themselves as Corporates.

● A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed [email protected].

● After receiving the login details a Compliance User should be created using the admin login and password.The Compliance User would be able to link the account(s) for which they wish to vote on.

● The list of accounts linked in the login should be mailed to [email protected] and on approvalof the accounts they would be able to cast their vote.

● A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour ofthe Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

(u) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions (“FAQs”)and e-voting manual available at www.evotingindia.com, under help section or write an email [email protected].

The Results of e-voting shall be declared on the date of the AGM of the Company by the Chairman or by any other personduly authorised in this regard. The Results declared along with the Scrutinizer’s Report shall be placed on the Company’swebsite www.amtek.com and on the website of CDSL within two(2) days of passing of the resolutions at the AGM of theCompany and communicated to the Stock Exchanges where the shares of the Company are listed.



(Chairman)



ANNEXURE TO NOTICEEXPLANATORY STATEMENT PURSUANT TO SECTION 102 OF THE COMPANIES ACT, 2013

The following statements set out all material facts relating to the special businesses mentioned in the accompanying notice:

ITEM NO. 5Mr. Sanjiv Bhasin who has been appointed as an Additional Director of the Company pursuant to the provision of Section161(1) of the Companies Act, 2013 and the Articles of Association of the Company w.e.f. 14th February,2017 who holds officeupto the date of this Annual General Meeting and is eligible for appointment as a Director. Mr. Sanjiv Bhasin is notdisqualified from being appointed as Director in terms of Section 164 of Companies Act, 2013 and has given his consentto act as Director.

Accordingly, the Board recommends the resolution in relation to appointment of Mr. Sanjiv Bhasin as Director, for theapproval by the members of the Company. The Ordinary Resolution set out at Item No. 5 of the Notice for approval by themembers.

Except Mr Sanjiv Bhasin, none of the Directors and Key Managerial Personnel of the Company and their relatives areconcerned or interested, financial or otherwise, in the resolution set out at Item No. 5.

ITEM NO. 6 TO 7The Board of Directors, at its meeting held on 27th March, 2017 had appointed Mr. Sanjay Arora as an Additional Directorof the Company with effect from 27th March,2017 pursuant to Section 161 of the Companies Act, 2013 (the Act), read withthe Articles of Association of the Company.

Pursuant to the provisions of Section 161 of the Act, Mr. Sanjay Arora holds office up to the date of the ensuing AGM. TheCompany has received a notice in writing under the provisions of the Section 160 of the Act, from a Member, along witha requisite deposit proposing candidature of Mr. Sanjay Arora for the office of Director of the Company. The Board hadappointed Mr. Sanjay Arora as a Whole-time Director of the Company for the period from 27th March, 2017 to 26th March,2022 at a remuneration as decided by the Board.

The Board of Directors are of the view that the appointment of Mr. Sanjay Arora as Whole-time Director will be beneficialto the operations of the Company and the remuneration payable to him is commensurate with his abilities and experienceand accordingly recommend the Ordinary Resolutions as set out in Item Nos. 6 & 7 of the Notice for approval by theMembers of the Company.

Other than Mr. Sanjay Arora, none of the Directors/Key Managerial Personnel of the Company and their respective relativesare concerned or interested, financially or otherwise, in the Resolutions at item Nos. 6 & 7 of the Notice. Mr. Sanjay Aroradoes not hold any shares of the Company. Mr. Sanjay Arora is not related to any other Director of the Company.

The Board recommends the Ordinary Resolutions set out at Item Nos. 6 & 7 of the notice for approval of member of theCompany.

ITEM NO. 8, 9 & 10Pursuant to the provisions of Sections 149 & 152 and other applicable provisions, if any, of the Companies Act, 2013, theRules framed there under as read with Schedule IV to the Act and Regulation 16 & 17 of SEBI (Listing Obligations andDisclosure Requirements) Regulations, 2015, it is proposed to appoint Mr. Brajindar Mohan Singh, Mr. Yogesh Kapur andMs. Anuradha Kapur as independent directors for period of five years ending on 24th August, 2022 and whose period ofoffice will not be liable to retire by rotation. Mr. Brajindar Mohan Singh, Mr. Yogesh Kapur and Ms. Anuradha Kapur arenot disqualified from being appointed as Director in terms of Section 164 of the Act and have given their consent to actas Directors. The Company has received notices in writing from members along with the deposit of requisite amount underSection 160 of the Act proposing the candidature of Mr. Brajindar Mohan Singh, Mr. Yogesh Kapur and Ms. Anuradha Kapuras Directors. The Company has also received declaration from Mr. Brajindar Mohan Singh, Mr. Yogesh Kapur and Ms.Anuradha Kapur that they meets with the criteria of independence as prescribed both under sub-section (6) of Section 149of the Act and under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. In the opinion of the Board,the above mentioned Directors fulfils the conditions specified in the Act and the Rules made there under and SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015, for appointment as Independent Directors and they areindependent of the management. In compliance with the provisions of Section 149 of the Act read with Schedule IV to theAct, the appointment of the above mentioned Directors as Independent Directors are now being placed before the Membersfor their approval. Save and except the above, none of the other Directors / Key Managerial Personnel of the Company/their relatives are in any way, concerned or interested, financially or otherwise, in this resolution. The Board recommendsthe Ordinary Resolution set out at Item No. 8, 9 & 10 of the Notice for approval by the shareholders.



ITEM NO. 11

The Board, on the recommendation of the Audit Committee, has appointed Mr.Yash Pal Sardana, Cost Accountants(Membership No.- 17996) as Cost Auditors to conduct the audit of the cost records of the Company for the financial year2017-18 at the remuneration not exceeding Rs.5 Lakhs per annum.

In accordance with the provisions of Section 148 of the Act read with the Companies (Audit and Auditors) Rules, 2014,the remuneration payable to the Cost Auditors has to be ratified by the members of the Company.

Accordingly, consent of the members is sought for passing an Ordinary Resolution as set out at Item No. 11 of the Notice.

None of the Directors / Key Managerial Personnel of the Company / their relatives is, in any way, concerned or interested,financially or otherwise, in the resolution set out at Item No.11 of the Notice.

The Board recommends passing of the resolution as set out at Item No.11 of the Notice as an Ordinary Resolution.

ITEM NO. 12

Pursuant to provisions of Section 188(1) of the Companies Act, 2013, the Companies (Meeting of Board and its Powers) Rules,2014, the Related Party Transactions as mentioned in clause (a) to (g) of the said Section, require a Company to obtain priorapproval of the Board of Directors and subsequently the members of the Company by way of Ordinary Resolution in casethe value of the Related Party Transactions exceeds the stipulated thresholds prescribed in Rule 15(3) of the said Rules.

Further as required under Regulation 23(4) of SEBI (Listing obligations and disclosure requirements) Regulations 2015, allmaterial related party transactions (other than as specified under regulation 23(4) of the SEBI (Listing Obligations andDisclosures Requirements) Regulations, 2015 shall require approval of the shareholders through Ordinary resolution.

Accordingly, the approval of the members by way of Ordinary Resolution is sought under Section 188 of the CompaniesAct, 2013, the Companies (Meeting of Board and its Powers) Rules, 2014 and Regulation 23(4) of the SEBI (Listing Obligationsand Disclosures Requirements) Regulations, 2015 to enable the Company to enter into related Party Transactions in oneor more tranches.

MAXIMUM VALUE OF CONTRACT/TRANSACTION FOR THE FINANCIAL YEAR 2017-18(in crores)

Transactions defined u/s 188(1) of Companies Act, 2013

Name of Interested Sale, Selling Giving Availling LeasingDirectors(s)/KMP(s) Purchase or buying any or of

of any property Loan/ rendering Property goods of any Guaran- of any of any

or kind tee service kindmaterials or provide

Securities

NAME OF RELATED PARTY

Subsidiary

Amtek Kupper GmbH – 100 – 50 – –

Joint Venture

Amtek Riken Casting Private Ltd. Mr. John Ernest Flintham 200 200 50 – –

Associate

Amtek Auto Ltd. Mr. Arvind DhamMr. Gautam Malhotra 500 300 – – –



Subsidiary of Associate Company

Amtek Transportation Systems Ltd. – 200 200 – – –

JMT Auto Limited Mr. Gautam Malhotra 200 200 50 – –Mr. John Ernest Flintham

Associate of Associate Company

Metalyst Forgings Ltd. Mr. Arvind Dham 300 300 50 – –Mr. Gautam MalhotraMr. John Ernest Flintham

ARGL Ltd. – 300 300 50 – –

ACIL Ltd. Mr. Arvind Dham 300 300 50 – –

Terms and conditions:

1. At market value for each such transaction in compliance with applicable laws including Domestic Transfer PricingGuidelines.

2. Loans with a rate of interest not lower than the prevailing yield of one year, three year, five year or ten yearGovernment Security closest to the tenure of the Loan. Members are informed that pursuant to second proviso ofSection 188(1) of the Companies Act 2013, no member of the Company shall vote on such special resolution toapprove any contract or arrangement which may be entered into by the Company, if such member is a related party.Further, by its recent General Circular No. 30/2014 dated 17.07.2014, the Ministry of Corporate Affairs has clarifiedthat the term ‘Related Party’ in the second proviso to Section 188(1) refers only to such Related Party as may be aRelated Party in the context of the contract or arrangement for which the ordinary resolution is being passed.

The Board of Directors of your Company has approved this item in the Board Meeting held on 25th August, 2017 andrecommends the resolution as set out in the accompanying notice for the approval of members of the Company as ordinaryresolution.

None of the Directors and key managerial personnel (other than mentioned above) and their relatives are deemed to beconcerned or interested, financial or otherwise in the proposed ordinary resolution.

INFORMATION REQUIRED TO BE FURNISHED AS PER REGULATION 36(3) OF SEBI (LISTING OBLIGATIONS AND DISCLOSUREREQUIREMENTS) REGULATIONS, 2015 IN RESPECT OF DIRECTORS SEEKING APPOINTMENT/RE-APPOINTMENT IN THEFORTHCOMING ANNUAL GENERAL MEETING.

NAME Mr. Arvind Dham

Date of Birth 15.02.1961

Qualification B. Arch. From Chandigarh College of Architecture, Punjab University

Profession Industrialist

Expertise Mr. Arvind Dham is an eminent industrialist having more than 26years of experience in the field of Project Planning, Implementation,and International Trade & Business Management

Directorships* 1) Amtek Auto Limited2) Metalyst Forgings Limited3) ACIL Limited4) Symbios Personnel Advices and Services Limited5) Amtek Laboratories Limited

Membership/Chairmanship of Nil



Committees of other public companies

Shareholding in the Company Nil

NAME Mr. Gautam Malhotra

Date of Birth 3rd March,1979

Qualification B.E. (Computer Science), MBA

Profession Business

Expertise Specialization in Finance, Marketing, Acquisitions and Takeoversetc.

Directorships* 1) Amtek Auto Limited2) Metalyst Forgings Limited3) JMT Auto Limited4) Amtek Laboratories Limited

Membership/Chairmanship of 1) Member in Audit Committee of JMT Auto LimitedCommittees of other listed companies


NAME MR. SANJIV BHASIN

Date of Birth 31st August,1957

Qualification Chartered Accountant , M.Com

Profession Service

Expertise Accounts and Financial Matters

Directorships * 1) Castex Technologies Limited2) Metalyst Forgings Limited3) Rollatainers Limited4) IDMA LabroratoriesLimited5) Alliance Integrated Metaliks Limited

Membership/Chairmanship ofCommittees of other listed companies 5




NAME MR. SANJAY ARORA

Date of Birth 29th June, 1966

Qualification B.TECH

Profession Service

Expertise Vast Experience in the field of Operations & Foundry Manufacturing

Directorships * 1) Castex Technologies Limited

Membership/Chairmanship ofCommittees of other listed companies Nil


NAME MR. BRAJINDAR MOHAN SINGH

Date of Birth 26th October,1947

Qualification Post Graduate

Profession Consultant

Expertise Retired IRS and Chairman of CBDT having 42 Years of Expereince

Directorships * 1) Castex Technologies Limited2) Metalyst Forgings Limited3) Rollatainers Limited



NAME MR. YOGESH KAPUR

Date of Birth 31st May,1961

Qualification B.COM

Profession Service

Expertise Accounts and Financial Matters

Directorships* 1) Castex Technologies Limited2) Metalyst Forgings Limited3) OCL Iron & Steel Limited





NAME MS. ANURADHA KAPUR

Date of Birth 26th April,1963

Qualification Masters in Arts

Profession Service

Expertise Administration and Real Estate

Directorships* 1) Castex Technologies Limited2) Metalyst Forgings Limited



1) These directorship exclude Private Companies, Foreign Companies and Companies Registered under Section 8 ofCompanies Act,2013

2) Includes only Chairmanship/Membership in Audit Committee & Stakeholder’s Relationship Committee.



(Chairman)



ROUTE MAP TO THE VENUE OF 34th AGM OFCASTEX TECHNOLOGIES LIMITED

VILLAGE NARSINGHPUR,MOHAMMADPUR,

OLD MANESAR ROAD, GURUGRAM,HARYANA- 123106



BOARDS’ REPORT

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (‘the Company’ or ‘CastexTechnologies Limited’), along with the audited financial statements, for the financial year ended March 31, 2017. Theconsolidated performance of the Company and its subsidiaries has been referred to wherever required.

FINANCIAL RESULTS

The Company’s, financial performance, for the year ended 31st March, 2017 and period ended 31st March, 2016 issummarized below:-

in ` lakhs except per equity share data

Particulars Standalone Consolidated

31st March, 31st March, 31st March, 31st March,2017 2016 2017 2016(Year (Six Months (Year (Six Months

Ended) Ended) Ended) Ended)

Revenue 146,864 101,978 146,864 101,978

Less : Expenditures (Excluding Depreciation) 204,787 124,246 204,005 124,077

Gross Profit Before Depreciation (57,923) (22,268) (57,141) (22,099)

Less : Depreciation 52,651 23,917 52,651 23,917

Profit Before Tax & Exceptional Items (110,574) (46,185) (109,792) (46,016)

Share of Profit/(loss) of associates andJoint Ventures 3 (22)

Profit/(Loss) before exceptional itemsand taxes (110,574) (46,185) (109,789) (46,038)

Less : Exceptional Item 40,035 37,241 40,035 37,241

Profit Before tax (150,609) (83,426) (149,824) (83,279)

Less : Tax Expenses(Deferred Tax) (46,216) (21,846) (45,975) (21,794)

Profit / (Loss) for the year (104,393) (61,580) (103,849) (61,485)

Earnings Per Share for continuingoperations

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 anddiscontinued 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 31st March, 2016



FINANCIAL PERFORMANCE

During the period under review, based upon the Standalone Financial statements, the revenue of the Company isRs. 146,864 Lakhs. The Net Loss stood at Rs. 104,393 Lakhs. The Reserve & Surplus position as on 31st March, 2017 atRs. 169,447.29 Lakhs.

DIVIDEND

In view of losses incurred during the period under review, the Board of Directors does not recommend any dividend onthe equity shares for the financial year ended March 31, 2017

FIXED DEPOSITS

During the period under review, your Company has not accepted any Deposits within the meaning of Section 73 of theCompanies Act, 2013 from the Shareholders/Public.

SUBSIDIARY AND ASSOCIATES

During the period under review, the Board of Directors (‘the Board’) reviewed the affairs of the subsidiaries. In accordancewith Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, whichforms part of this Annual Report. Further, a statement containing the salient features of the financial statement of oursubsidiaries, associates, joint ventures in the prescribed Form AOC-1 which is annexed to the consolidated financialstatement and which forms 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 audited financial statements, including the consolidatedfinancial statements and related information of the Company and audited accounts of each of its subsidiaries, are availableon 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 of Association of the Company, Mr. GautamMalhotra & Mr. Arvind Dham retire by rotation at the ensuing Annual General Meeting of the Company and being eligibleoffer themselves for re-appointment.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with theCompany.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other provisions of The Companies Act, 2013and Regulation 16 & 17 of SEBI (Listing Obligations 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 IndependentAdditional Director and on 25th August,2017, Mr. Yogesh Kapur, Mr. Branjindar Mohan Singh and Ms. Anuradha Kapur areappointed as Non-Executive Independent Additional Director whose term of office expires at the end of ensuing AnnualGeneral Meeting of the Company.

Further pursuant to Section 168 read with Rule 15 of (Appointment and Qualification of Directors) Rules, 2014, Mr. D.S. Malikresigns from the post of Director of the Company w.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. Shekhar Gupta resigns from the post of Director of theCompany w.e.f. 14th February, 2017, Mr. Bahushrut Lugani resigns from the post of Director of the Company w.e.f. 22nd July,2017 and Ms. Ankita Wadhawan resigns from the post of Director of the Company w.e.f 25th August,2017.

Further, Mr. John Ernest Flintham has been appointed as a Managing Director on 14th February, 2017, Shareholder’s approvalfor appointment of Mr. John Ernest Flintham as Managing Director has been taken in Extra-Ordinary General Meeting heldon 25th March, 2017.

The approval of Shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V there of, is soughtfor the appointment of Mr. Sanjay Arora as Whole-time Director of the Company on such terms & conditions as may bedecided by the Board for a period of five years w.e.f. from 27th March, 2017

Further on 24th June, 2017, the designation of Mr. Sanjiv Bhasin changed from Non-Executive Independent Director to Non-Executive Director due to his appointment in Associate Company as a President.

Brief disclosure of the Directors proposed to be re-appointed, highlighting their industry expertise in specific functional areas,names of companies in which they hold directorships is provided in the notice forming part of Annual Report. Further, the



name of the Companies in which they hold the memberships/chairmanships of Board Committees, as stipulated underSEBI Listing Regulations is provided in the Corporate Governance Section of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, which came into effect from April 1, 2014, the appointment of Mr. JohnErnest Flintham, Managing Director, Mr. Sanjay Arora, Whole-time Director, Mr.Darshan Prasad Yadav, Chief Financial Officerand Ms. Bhavya Sehra, Company Secretary as key managerial personnel of the Company were formalized.

Mr. Darshan Prasad Yadav was appointed as Chief Financial Officer of the Company in place of Mr. Deepak Wadhwa w.e.f.30th May, 2017.

SHARE CAPITAL

During the period under review, there is a change in an Authorized Share Capital of the Company. The Authorized ShareCapital of the Company is increased from Rs. 95 Crores to Rs. 97 Crores by creation of additional 1 Crore equity Sharesof face Value of Rs. 2/- each.

NUMBER OF BOARD MEETING

The Board met Seven times during the financial year. The maximum interval between any two meetings did not exceed120 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 independent directors to maintain theindependence of the Board and separate its functions of governance and management. On March 31, 2017, the Boardconsists of eight members, two of whom are executive, two are non executive and four were independent directors.

The policy of the Company on directors’ appointment and remuneration, including criteria for determining qualifications,positive attributes, independence of a director and other matters, as required under sub-section (3) of Section 178 of theCompanies Act, 2013, is available on our website and also in the Corporate Governance Report. There has been no changein the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid outin the nomination and remuneration policy of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Company has received necessary declaration from each independent director under Section 149(7) of the CompaniesAct, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 andRegulation 25 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD EVALUATION

SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, mandates that the Board shall monitor and reviewthe Board evaluation framework. The framework includes the evaluation of directors on various parameters such as :

BOARDEVALUATIONT R A C K I N G

BOARD ANDCOMMITTEES’

EFFECTIVENESS

COMPANYPERFORMANCE AND

STRATEGY

B O A R DDYNAMICS ANDRELATIONSHIPS

INFORMATIONFLOWS

PEEREVALUATION

DECISION-M A K I N G

RELATIONSHIP WITHSTAKEHOLDERS



The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performanceand that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performanceevaluation of independent directors shall be done by the entire Board of Directors, excluding the director being evaluated.

The evaluation of all the directors and the Board as a whole was conducted based on the criteria and framework adoptedby the Board. The evaluation process has 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 new independent directors inducted into the Board attend an orientation program. The details of training and familiarizationprogram are provided in the Corporate Governance Report and is also available on our website (www.amtek.com).

Further, at the time of the appointment of an independent director, the Company issues a formal letter of appointmentoutlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on ourwebsite (www.amtek.com)

COMMITTEES OF THE BOARD

The Committees of the Board focus on certain specific areas and make informed decisions in line with the delegatedauthority.

Details of composition, terms of reference and number of meetings held for respective committees are given in the Reporton Corporate Governance.

The Board has laid down the Code of Conduct for Non-Executive Directors and Senior Management Personnel of theCompany and the same are posted on the Company’s website. All Board Members and Senior Management personnelhave affirmed compliance with the Code of Conduct. 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 Directors hereby confirm that:

i. in the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has beenno material departure.

ii. they have selected accounting policies were applied consistently and the directors made judgments and estimatesthat are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 31st

March, 2017 and of the profit/loss for the year ended on that date.

iii. they have made proper and sufficient care for the maintenance of adequate accounting records in accordance withthe provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing anddetecting fraud and other irregularities.

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 and such internal financial controlsare adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that suchsystems were adequate and operating effectively.

AUDITORS

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appointM/s Raj Gupta & Co. Chartered Accountants as Statutory Auditors of the Company from the conclusion of 34th AnnualGeneral Meeting (AGM) untill the conclusion of 39th Annual General Meeting of the Company and on such remunerationas will be fixed by the Board of Directors of the Company.

The Company has received letters from the auditors to the effect that their appointment, if made, would be within theprescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for appointment.



AUDITORS’ REPORTThe auditors’ report does not contain any qualifications, reservations or adverse remarks. Report of the statutory auditoris given as an annexure which forms part of this annual report.COST AUDITORSThe Board has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as a Cost Auditor forconducting the audit of the cost records of the Company.SECRETARIAL AUDIT REPORTThe Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financialyear 2016-17. The Secretarial Audit Report for the financial year ended March 31, 2017 is annexed herewith marked asAnnexure – I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.As per the directive of Securities and Exchange Board of India, M/s S. Khurana & Associates Company Secretaries, NewDelhi, undertook the Reconciliation of 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), Central Depository Services (India) Limited(CDSL) and in physical form with the respect to admitted, issued and paid up capital of the Company.INDIAN ACCOUNTING STANDARDSThe Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015, notified the Indian Accounting Standards(Ind AS) applicable to certain class of companies. Ind AS has replaced the existing Indian GAAP prescribed under Section133 of the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014. Pursuant to the aforesaidnotification, with effect from April 01, 2016, the Company has transitioned to Ind AS. The transition is carried out fromaccounting principles generally accepted in India being the previous GAAP. Accordingly, The annexed financial statementscomply in all material aspects with Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act,2013 (the Act) [Companies (Indian Accounting Standards) Rules, 2015] and other relevant provisions of the Act. Thesefinancial statements are the first financial statements of the Company under Ind AS. Detailed information on the impact ofthe transition from previous GAAP to Ind AS is provided in the annexed financial statements.INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACYThe Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, includingadherence to the Company’s policies, the safeguarding of its assets, the prevention and detection of frauds and errors, theaccuracy and completeness of the accounting records, and the timely preparation of reliable financial disclosure.PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES ACT, 2013Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of thenotes to the financial statement provided in this Annual Report. These loans /guarantees are primarily granted for thefurtherance of business of the borrowing companies.PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIESNone of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactionswith related parties pursuant to section 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 this report.ANNUAL RETURN EXTRACTAs provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-III in the prescribed FormMGT-9, which forms part of this report.CORPORATE SOCIAL RESPONSIBILITYThe brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by theCompany on CSR activities during the year 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 details regarding the CSR Committee, pleaserefer to the corporate governance report, which forms part of this report. The policy is available on the website of theCompany www.amtek.comRISK MANAGEMENTThe board of directors of the Company has formed a risk management committee to frame, implement and monitor therisk management plan for the Company. The committee is responsible for reviewing the risk management plan andensuring its effectiveness. The audit committee has additional oversight in the area of ûnancial risks and controls. Majorrisks identiûed by the businesses and functions are systematically addressed through mitigating actions on a continuingbasis.The development and implementation of risk management policy has been covered in the management discussion andanalysis, which forms part of this report.



PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employees’ remuneration as per Section 197(12) of theCompanies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014 are Annexure – V forms 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 of Managerial 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 to integrate energy efûciency into overalloperations are undertaken through design considerations and operational practices. The key initiatives towards conservationof energy were:

● improved monitoring of energy consumption through smart metering and integration with building managementsystems;

● setting internal targets for energy performance improvement and institution of rigorous operational controlstoward achieving these targets;

● creating awareness amongst associates on energy conservation through campaigns and events;

● focussing on enhancing the component of renewable power in our power sourcing strategy (through on-sitesolar power generation and third party purchase as feasible);

● increased focus on procurement of energy efûcient equipment.

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given as an annexure, under the head“Management Discussion and Analysis Report” and forms a part of this report.

DISCLOSURE REQUIREMENTS

Details of the Familiarization Programme of the independent directors are available on the 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 Vigil Mechanism for employees includingdirectors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of theSection 177(9) of the Act and the Listing Agreements with stock exchanges and as per SEBI (LODR) Regulations, 2015 (URL:www.amtek.com/investors).

ACKNOWLEDGEMENTS

The Directors wish to place on record their appreciation for the sincere services rendered by employees of the Companyat all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and supportreceived from the Government of India, various state governments, the Banks/ financial institutions and other stakeholderssuch as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitmentand dedication of the employees at all levels, which has been critical for the Company’s success. The Directors look forwardto their continued support in future.

By Order of the BoardFor Castex Technologies Limited

Sanjay ChhabraPlace : New Delhi DIN No. 01237026Date : 25.08.2017 (Chairman)



ANNEXURE TO DIRECTORS’ REPORT

Annexure I

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March, 2017[Pursuant to section 204(1) of the Companies Act, 2013 and Rule No.9 of the Companies (Appointment and

Remuneration of Managerial Personnel) Rules, 2014]

To,The Members,Castex Technologies LimitedVillage Narsinghpur,Mohammadpur Old Manesar Road,Gurugram, Haryana -123106

I, have conducted the secretarial audit of the compliance of applicable statutory provisions and the adherence to goodcorporate practices by Castex Technologies Limited (hereinafter called the Company). Secretarial Audit was conducted ina manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressingmy opinion thereon.

Based on my verification of Company’s books, papers, minute books, forms and returns filed and other records maintainedby the Company and also the information provided by the Company, its officers, agents and authorized representativesduring the conduct of secretarial audit. I hereby report that in my opinion, the Company has, during the audit period coveringthe financial year ended on 31st March, 2017 complied with the statutory provisions listed hereunder and also that theCompany has proper Board-processes and compliance-mechanism in place to the extent, in the manner and subject tothe reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by for the periodended 31st March, 2017 according to the provisions of:

I. The Companies Act, 2013 (the Act) and the rules made here under;

II. The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made there under;

III. The Depositories Act, 1996 and the Regulations and Bye-laws framed there under;

IV. Foreign Exchange Management Act, 1999 and the rules and regulations made there under to the extent of ForeignDirect Investment, Overseas Direct Investment and External Commercial Borrowings;

V. The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992(‘SEBI Act’):-

a) The Securities and Exchange Board of India (Substantial Acquisition of Shares and Takeovers) Regulations,2011;

b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992 and TheSecurities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 2015 notified with effectfrom May 15 2015,

c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

d) The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations,2014 -Not Applicableas the Company has not granted any options to its employees during the financial year under review;

e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008:

f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations,1993 regarding the Companies Act and dealing with client;- Not Applicable as the Company is not registeredas Registrar to an Issue and Share Transfer Agent during the financial year under review;



g) The Securities and Exchange Board of India (Delisting of Equity Shares) Regulations, 2009- Not Applicable asthe Company has not delisted its equity shares from any stock exchange during the financial year underreview.

h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998- Not Applicable as theCompany has not bought back any of its securities during the financial year under review.

i) The Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations,2015notified with effect from December 1,2015.

I further report that having regard to compliance system prevailing in the Company and on examination of the relevantdocuments and records in pursuance thereof, on test-check basis, the Company has complied with the following lawsapplicable specifically to the Company:

i) The Factories Act, 1948;

ii) The Petroleum Act, 1934 and the rules made there under;

iii) The Environment Protection Act, 1986 and the rules made there under;

iv) The Water (Prevention and Control of Pollution) Act, 1974 and the rules made there under; and

v) The Air (Prevention and Control of Pollution) Act, 1981 and the rules made there under

I further report that the compliance by the Company of applicable financial laws, like direct and indirect tax laws, has notbeen reviewed in this Audit since the same have been subject to review by statutory financial audit and other designatedlaws.

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India notified with effect from July 1, 2015;

(ii) The Listing Agreements entered into by the Company with National Stock Exchange of India & The BSE Limited

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines,Standards, etc. mentioned above.

I further report that:

The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-ExecutiveDirectors and Independent Directors. The changes in the composition of the Board of Directors that took place during theperiod under review were carried out in compliance with the provisions of the Act.

Adequate notice was given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda weresent at least seven days in advance, and a system exists for seeking and obtaining further information and clarificationson the agenda items before the meeting and for meaningful participation at the meeting.

Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

I further report that there are adequate systems and processes in the Company commensurate with the size and operationsof the Company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

Place : New Delhi M/s S. Khurana & AssociatesDate : 25.08.2017

(Sachin Khurana)(Company Secretary in Practice)

COP No: 13212

This report is to be read along with my letter of even date which is annexed as Annexure A and forms an integral partof this report.



Annexure A

To,The Members,Castex Technologies LimitedVillage Narsinghpur,Mohhamadpur Old Manesar Road,Gurugram, Haryana -123106

My report of even date is to be read along with this letter.

1. Maintenance of secretarial records is the responsibility of the management of the Company. My responsibility is toexpress an opinion on these secretarial records based on my audit.

2. I have followed the audit practices and processes as were appropriate to obtain reasonable assurance about thecorrectness of the contents of the Secretarial records. The verification was done on test basis to ensure that correctfacts are reflected in secretarial records. I believe that the processes and practices, I followed provide a reasonablebasis for my opinion.

3. I have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Wherever required, I have obtained the Management representation about the compliance of laws, rules andregulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is theresponsibility of management. My examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy oreffectiveness with which the management has conducted the affairs of the Company.

Place : New Delhi M/s S. Khurana & AssociatesDate : 25.08.2017

Sachin Khurana(Company Secretary in Practice)

COP No: 13212



Annexure-III

Form No. AOC-2(Pursuant to clause (h) of sub-section (3) of section 134 of the Companies Act, 2013 and Rule 8(2) of the Companies(Accounts) Rules, 2014)

Form for disclosure of particulars of contracts / arrangements entered into by the company with related parties referredto in sub-section (1) of section 188 of the Companies Act, 2013 including certain arm’s length transactions under third provisothereto:

1. Details of contracts or arrangements or transactions not at arm’s length basis:

Castex Technologies Limited (the Company) has not entered in to any contract / arrangement / transaction with itsrelated parties which is not in ordinary course of business or at arm’s length during FY 2016-17. The Company haslaid down policies and processes/procedures so as to ensure compliance to the subject section in the CompaniesAct, 2013 (“Act”) and the corresponding Rules. In addition, the process goes through internal and external checking,followed by quarterly reporting to the Audit Committee.

(a) Name(s) of the related party and nature of relationship: Not Applicable

(b) Nature of contracts / arrangements / transactions: Not Applicable

(c) Duration of the contracts / arrangements / transactions: Not Applicable

(d) Salient terms of the contracts or arrangements outran sections including the value, if any: Not Applicable

(e) Justification for enter in gin to such contracts or arrangement sort ran sections: Not Applicable

(f) Date(s) of approval by the Board: Not Applicable

(g) Amount paid as advances, if any: Not Applicable

(h) Date on which the special resolution was passed in general meeting as required under first proviso to section188: Not Applicable

2. Details of material contracts or arrangement or transactions at arm’s length basis:

a. Name(s) of the related party and nature of relationship: Not Applicable

b. Nature of contracts / arrangements / transactions: Not Applicable

c. Duration of the contracts/arrangements/transactions: Not Applicable

d. Salient terms of the contracts or arrangements outran sections including the value, if any: Not Applicable

e. Date(s) of approval by the Board, if any: Not Applicable

f. Amount paid as advances, if any: None

Note: The above disclosures on material transactions are based on the principle that transactions with wholly ownedsubsidiaries are exempt for purpose of section 188(1) of the Act.





Annexure IV

FORM NO. MGT 9

EXTRACT OF ANNUAL RETURN AS ON FINANCIAL YEAR ENDED ON 31.03.2017Pursuant to Section 92(3) of the Companies Act, 2013 and Rules 12(1) of the Company (Management &

Administration) Rules, 2014

I. REGISTRATION & OTHER DETAILS :

i CIN L65921HR1983PLC033789

Ii Registration Date 02/12/1983

iii Name of the Company Castex Technologies Limited

iv Category/Sub-category of the Company Limited by Shares, Indian Non-Government Company

v Address of the Registered office & contact details: Vill. Narsinghpur, Mohammadpur, Old Manesar Road,Gurugram, Haryana- 123106

vi Whether listed company Yes, listed on BSE Limited & National Stock Exchange ofIndia Ltd.

vii Name, Address & contact details of the Beetal Financial & Computer Services Pvt. Ltd.Registrar & Transfer Agent Beetal House, 3rd Floor, 99,

Madangir Behind L.S.C.,New Delhi-110062Tel : 011-29255230Fax: 011-29252146E-mail : [email protected]

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

All the business activities contributing 10% or more of the total turnover of the company shall be stated

S.No Name and Description NIC Code of the Product / % to total turnover of theof main products / services companyservice

1. Motor Vehicle Parts & 9988813 100%accessory manufacturingservice

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES –

S. No NAME AND CIN/GLN HOLDING/ % of ApplicableADDRESS OF SUBSIDIARY / shares SectionTHE COMPANY ASSOCIATE/ held

JOINT VENTURE

1 Amtek Kuepper Gmbh N.A. Subsidiary 100.00% 2(87)

2 Amtek Riken Casting U35990DL2014PTC272515 Joint Venture 15.02% 2(6)Pvt. Ltd.

3 Terrasoft Infosystems U72200HR2013PTC049106 Associate 49.00% 2(6)Pvt. Ltd.



IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as % of Total Equity)

i) Category-wise Share Holding

Category of No. of Shares held at the No. of Shares held at the % ChangeShareholders beginning of the year end of the year during the

year

Demat Physical Total % of Demat Physical Total % of Incre- Decre-total total ase ase

shares shares

A. Promoters

(1) Indian 0 0 0 0 0 0 0 0 0 0

a) Individual/HUF 0 0 0 0 0 0 0 0 0 0

b) Central Govt. or 0 0 0 0 0 0 0 0 0 0State Govt.

c) Bodies Corporates 177182272 0 177182272 46.858 177182272 0 177182272 46.858 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0 0 0 0 0

Sub-Total (A) (1):-Sub-Total (A) (1):-Sub-Total (A) (1):-Sub-Total (A) (1):-Sub-Total (A) (1):- 177182272 0 177182272 46.858 177182272 0 177182272 46.858 0 0

(2) Foreign 0 0 0 0 0 0 0 0 0 0

a) NRIs – Individuals 0 0 0 0 0 0 0 0 0 0

b) Other – Individuals 0 0 0 0 0 0 0 0 0 0

c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0

d) Banks/FI 0 0 0 0 0 0 0 0 0 0

e) Any Other 0 0 0 0 0 0 0 0 0 0

Sub-total (A) (2) 0 0 0 0 0 0 0 0 0 0

Total Shareholding ofPromoter (A) =(A)(1)+(A)( 2) 177182272 0 177182272 46.858 177182272 0 177182272 46.858 0 0

B. Public Shareholding

1. Institutions 0 0 0 0 0 0 0 0 0 0

a) Mutual Funds 2637 0 2637 0 0 0 0 0 0

b) Banks / FI 5230347 0 5230347 1.383 106603 0 106603 0.028 0 1.355

c) Central Govt 0 0 0 0 0 0 0 0 0 0

d) State Govt. 0 0 0 0 0 0 0 0 0 0

e) Venture Capital Funds 0 0 0 0 0 0 0 0 0 0

f) Insurance Companies 1518007 0 1518007 0.402 1518007 0 1518007 0.402 0 0

g) FIIs 0 0 0 0 0 0 0 0 0 0

h) Foreign Venture 0 0 0 0 0 0 0 0 0 0Capital Funds

i) Foreign Portfolio 14378952 0 14378952 3.803 4378565 0 4378565 1.158 0 2.645Investors

j) Others (specify) 0 0 0 0 0 0 0 0 0 0

a) Foreign Financial 7461166 0 7461166 1.973 4610007 0 4610007 1.219 0 0.754Institutions/Banks

Sub-total (B)(1):- 28591109 0 28591109 7.561 10613182 0 10613182 2.807 0 4.754



(ii) Shareholding of Promoters

S.No Shareholder’s Shareholding at the beginning Shareholding at the End ofName of the year the year

No. of % of % of No. of % of % of %shares total Shares shares total Shares change

Shares Pledged/ shares Pledged/ in shareof the encumbered of the encumbered holdingcompany to total compay to total during

shares shares the year

1 Amtek Auto 115682272 30.5938 24.696 115682272 30.5938 16.880 –Limited

2 Metalyst 61500000 16.2646 8.09 61500000 16.2646 16.26 –ForgingsLimited

2. Non Institutions

a) Bodies Corp. 28229538 0 28229538 7.466 16426620 85500 16512120 4.367 0 3.099

b) Individuals

i) Individual shareholdersholding nominalshare capital uptoRs. 2 lakh 51983474 1484448 53467922 14.140 89710523 1350948 91061471 24.083 9.943 0

ii) Individual shareholdersholding nominal sharecapital in excessRs. 2 Lakh 19051018 0 19051018 5.04 26196445 0 26196445 6.928 1.888 0

c) Others (specify)

i) Trust 0 0 0 0 0 0 0 0 0 0

ii) NRI 4762989 0 4762989 1.226 9265797 0 9265797 2.45 1.224 0

iii) Clearing Member 2385173 0 2385173 .0631 868703 0 868703 0.230 0.167 0

iv) Hindu UndividedFamilies (HUF) 2261370 0 2261370 .599 3202035 0 3202035 0.847 0.248 0

v) Foreign Body Corporate 62191447 0 62191447 16.447 43220813 0 43220813 11.430 0 5.017

Sub-total (B)(2):- 170865009 1484448 172349457 45.582 188890936 1436448 190327384 50.335 13.47 8.116

Total Public Shareholding(B)= (B)(1)+ (B)(2) 199456118 1484448 200940566 53.145 199504718 1436448 200940566 53.142 13.47 12.87

C. Shares held byCustodian forGDRs & ADRs 0 0 0 0 0 0 0 0 0 0

Grand Total (A+B+C) 376638390 1484448 378122838 100 387300172 1436448 378122838 100 13.47 12.87



(iii) Change in Promoters’ Shareholding (please specify, if there is no change)

S.No Shareholding at the beginning of the year Cumulative Shareholding during the year

No. of shares % of total No. of shares % of totalShares of the Shares of theCompany Company

There is no change in the promoter's shareholding between 1st April, 2016 to 31st March 2017.

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders of GDRs and ADRs):

S.No Shareholding at the beginning of the Cumulative Shareholding during the year 1st April, 2016 year 31st March, 2017

For Each of the Top No. of % of Total For Each of the Top No. of % of TotalTen Shareholders Shares Share of the Ten Shareholders Shares Share of the

Company Company

1 Standard Chartered Bank 39172973 10.35985 Standard Chartered BankSingapore Branch 39112652 10.3439

2 Asia Investment Corporation Deutsche Bank AG(Mauritius) Ltd 12923840 3.41789 London-CB Account 4610007 1.2192

3 NDMR B.V. 12105242 3.20140 Credit Suisse (Singapore)Limited 3037206 0.8032

4 State Bank Of Bikaner Merrill Lynch MarketsAnd Jaipur 5227272 1.38243 Singapore Pte. Ltd. 2376627 0.6285

5 Parklight Securities Private General InsuranceLimited 5209400 1.37770 Corporation of India 1518007 0.4015

6 Deutsche Bank AG Copthall MauritiusLondon- CB Account 5161060 1.36491 Investment 1503755 0.3977

7 Credit Suisse (Singapore) Sumpoorna Portfolio Limited 1465801 0.3877Limited 4554251 1.20444

8 Swiss Finance Corporation Globe Capital Market Ltd. 1243801 0.3289(Mauritius) Limited 1977093 0.52287

9 Olympia Builders Private Shabbirbhai HakimuddinLimited 1829910 0.48394 Boriawala 1114167 0.2947

10 Sumpoorna Portfolio Standard Chartered BankLimited 1566891 0.41438 (Mauritius) Limited 1072349 0.2836

The Shares of the company are frequently traded and hence date wise increase/decrease in shareholding is not indicated. The result in changesin the top 10 shareholders is due to trading in securities by the shareholders.

(v) SHAREHOLDING OF DIRECTORS & KMPS

S. No Shareholding at the beginning year of the Cumulative Shareholding during theyear 01.04.2016 year 31.03.2017

Directors & Key No. of shares % of total Shares No. of shares % of total SharesManagerial Persons of the company of the company

N.A.



vi) INDEBTEDNESS

Indebtedness of the Company including interest outstanding/accrued but not due for payment(` in Lakhs)

Secured Loans Unsecured Loans Deposits Totalexcluding deposits Indebtedness

Indebtedness at the beginningof the financial year

i) Principal Amount 470982.42 – – 470982.42

ii) Interest due but not paid 12861.35 – – 12861.35

iii) Interest accrued but not due 176.80 – – 176.80

Total (i+ii+iii) 484020.57 – – 484020.57

Change in Indebtedness during – – – –the financial year

Addition 70131.41 – – 70131.41

Reduction –

Net Change 70131.41 – – 70131.41

Indebtedness at the end of the financial year

i) Principal Amount 498205.35 – – 498205.35

ii) Interest due but not paid 55452.01 – – 55452.01

iii) Interest accrued but not due 494.62 – – 494.62

Total (i+ii+iii) 554151.98 – – 554151.98



vii. REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole-time Directorsand/or Manager (` in Lakhs)

S. No Particulars of Remuneration Name of Managing Whole Time TotalDirector Director Amount

Mr. John Mr. S.S. Mr. SanjayMalhotra Verma# Arora%Filntham*

1. (a) Salary as per provisions contained in N.A. 37.43 0.80 38.23section 17(1) of the Income-tax Act, 1961

(b) Value of perquisites u/s 17(2)Income-tax Act, 1961

(c) Profits in lieu of salary under – – – –section 17(3) Income-tax Act, 1961

2. Stock Option – – – –

3. Sweat Equity – – – –

4. Commission as – – – –

% of profit – – – –

others, specify – – – –

5. Others, please specify – – – –

Total (A) N.A. 37.43 0.80 38.23

Ceiling as per the Act (@5% of profits calculatedunder Section 198 of the Companies Act, 2013

● Mr. S.S. Verma resigned on 30.11.2016● Mr. John Ernest Flintham appointed on 14.02.2017● Mr. Sanjay Arora appointed on 27.03.2017



B. Remuneration to Key Managerial Personnel other than MD/Manager/WTD(` in Lakhs)

S. No. Gross Salary Mr. Deepak Mr. Darshan Bhavya SehraWadhwa* Prasad Yadav@ Company

CFO CFO Secretary

1. (a) Salary as per provisions contained insection 17(1) of the Income-tax Act, 1961 10.42 4.56 14.98

(b) Value of perquisites u/s 17(2) – – – –Income-tax Act, 1961

(c) Profits in lieu of salary under – – – –section 17(3) Income-tax Act, 1961

2. Stock Option – – – –

3. Sweat Equity – – – –

4. Commission as – – – –

% of profit – – – –

others, specify – – – –

5. Others, please specify – – – –

Total (A) 10.42 4.56 14.98

Ceiling as per the Act (@5% of profits calculatedunder Section 198 of the Companies Act, 2013

*Mr. Deepak Wadhwa resigned on 30.05.2017@Mr. Darshan Prasad Yadav appointed on 30.05.2017

VII. PENALTIES / PUNISHMENT / COMPOUNDING OF OFFENCES:

There were no penalties, punishment or compounding of offences during the period ended 31st March, 2017.





Annexure IVREPORT ON CORPORATE SOCIAL RESPONSIBILITIES (CSR) ACTIVITIES

1. A brief outline of the Company’s CSR policy, including overview of projects or programs proposed to be undertaken

The Corporate Social Responsibility (CSR) of the Castex is aligned with its overall commitment to maintaining the higheststandards of business performance. We recognize that our business activities have direct and indirect impact on the society.The Company strives to integrate its business values and operations in an ethical and transparent manner to demonstrateits commitment to sustainable development and to meet the interests of its stakeholders. In line with Company’s Vision,through its CSR initiatives, The Company will continue to enhance value creation in the society and in the community inwhich it operates, through its services, conduct & initiatives, so as to promote sustained growth for the society andcommunity, in fulfillment of its role as a Socially Responsible Corporate, with environmental concern.Values & Commitment

� Ensure an increased commitment at all levels in the organization, to operate its business in an economically,socially & environmentally sustainable manner, while recognizing the interests of all its stakeholders.

� To directly or indirectly take up activities those benefit the communities in & around its Units and results inenhancing the quality of life & economic well being of the local populace.

� To generate, through its CSR initiatives, a community goodwill for Company and help reinforce a positive &socially responsible image as a corporate entity

2. The Composition of the CSR Committee

The Committee of the directors titled ‘Corporate Social Responsibility Committee’ was re-constituted by the Boardin its meeting held on 25th August, 2017 with the following members:

Name of Member Position

Mr. Sanjay Chhabra ChairmanMr. Yogesh Kapur MemberMr. Gautam Malhotra Member

3. Average Net profit of the Company for last three Financial Years

Financial Years Net Profit ( In Lakhs)

2013-14 36,072.102014-15 (23,789.02)2015-16 (83,282.64)Total (70,999.56)

Average Net Profit (23,666.52)

4. Prescribed CSR Expenditure (2% of amount as item No. 3) : N.A.5. Details of CSR spent during the Financial Year:

a) Total amount to be spent for the financial year : N.A.b) Amount unspent : N.A.Amount unspent is Nil which was mainly on account of losses incurred by the Company during the Financial Yearand resultant tightness of Cashflow.Hence, the expenditure under this head has been temporarily deferred.

7. Responsibility Statement by the CSR Committee:The CSR Committee confirm that the implementation and monitoring of CSR Policy is in compliance with CSRobjectives and Policy of the Company.

Sanjay Chhabra John Ernest FlinthamChairman- CSR Committee Managing Director



Annexure V

DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 READWITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL) RULES, 2014

(1&2) Ratio of remuneration of each director of the median remuneration of employees of the Company and the Percentageincrease in remuneration of Directors & KMPs in the Financial Year 2016-17 :

S.No. Name of Director/KMP and Designation Ratio of remunerationDesignation of each Director/to

median remuneration ofemployees

1. Mr. Arvind Dham Non-Executive Director N.A.

2. Mr. Gautam Malhotra Non-Executive Director N.A.

3. Mr. Sanjay Chhabra Independent & Non –Executive Director N.A.

4. Mr. B. Lugani Independent & Non –Executive Director N.A.

5. Mr. Sanjiv Bhasin Non-Executive Director N.A.

6. Ms. Ankita Wadhawan Independent & Non –Executive Director N.A.

7. Mr. John Ernest Flintham Executive Director & Managing Director N.A.

8. Mr. Sanjay Arora Executive Director & Whole-time Director 1:0.30

9. Mr. D.S. Malik Non-Executive Director N.A.

10. Mr. S.S Verma* Executive Director & Managing Director 1:14

11. Ms. Anuradha Kapur Independent & Non –Executive Director N.A.

12. Mr. Shekhar Gupta Independent & Non –Executive Director N.A.

13. Mr. K.T. James Independent & Non –Executive Director N.A.

14. Mr. B.M. Singh Independent & Non –Executive Director N.A.

15. Mr. Yogesh Kapoor Independent & Non –Executive Director

● Mr. D.S. Malik resigned from the Company on 10.09.2016.● Mr. S.S. Verma resigned from the Company on 30.11.2016● Mr. John Ernest Flintham appointed as Managing Director on 14.02.2017● Mr. B.Lugani, Mr. Sanjiv Bhasin appointed as Independent Director on 14.02.2017● Mr. Shekhar Gupta resigned from the Company on 14.02.2017● Mr. Sanjay Arora is appointed as Whole-time Director on 27.03.2017● Mr. Yogesh Kapur, Mr. B.M. Singh and Ms. Anuradha Kapur ar appointed on Independent Director on 25.08.2017● Ms. Ankita Wadhawan resigned from the Company on 25.08.2017● The Company pays only sitting fees and reimbursement of expenses to Non-Executive Independent Directors in

accordance with the provisions prescribed under the Companies Act, 2013 for each Board/ Committee meetingsattended by Non-Executive Independent Directors.



b. The percentage increase in remuneration of each director, Chief Executive Officer, Chief Financial Officer,Company Secretary in the financial year 2016-17:

Directors, Chief Executive Officer, Chief Financial Officer % increase in remunerationand Company Secretary in the financial Year

Mr. Arvind Dham –

Mr. Gautam Malhotra –

Mr. Sanjay Chhabra –

Mr. B. Lugani –

Mr. Sanjiv Bhasin –

Ms. Ankita Wadhawan –

Mr. John Ernest Flintham, Managing Director –

Mr. Sanjay Arora, Whole- Time Director 12%

Mr. D.S. Malik –

Mr. S.S Verma, Managing Director –

Ms. Anuradha Kapur –

Mr. Shekhar Gupta –

Mr. K.T. James –

Mr. B.M. Singh –

Mr. Yogesh Kapoor –

Mr. Deepak Wadhawa, CFO (resigned on 30.05.2017) 12%

Mr. Darshan Prasad Yadev, CFO (appointed on 30.05.2017)

Ms. Bhavya Sehra, Company Secretary 12%

● No increase in the remuneration has been noted during the period under review. Also, there has been no changein the sitting fees paid to Non Executive Independent Directors during the period under review.

(3) Percentage increase in the median remuneration of employees in the financial year

(4) Number of permanent employee on the roll of Company as at 31st March, 2017

(5) Average percentile increase already made in the salaries of the employee other thanthe managerial personnel in the last financial year and its comparison with thepercentile increase in the managerial remuneration and justification thereof and pointout if there are any exceptional circumstances for increase in managerial remuneration

(6) Affirmation that the remuneration is as per the remuneration policy

2.60

771

N.A.

The Company affirmsremuneration is as perthe remuneration policy.



Annexure VI

Information as per Section 134 (3) (m) of the Companies Act, 2013, read with Rule 8 of theCompanies (Accounts) Rules, 2014 and forming Part of the Directors’ Report for the year ended31st March, 2017.

CONSERVATION OF ENERGY

The Company continues to take measures towards conservation of energy through optimum utilization of energy and otherresources. Utilization of energy intensive machines, procurement of energy efficient technologies etc is done as part ofenergy conservation measures. Company has been consistent in its efforts to conserve energy and natural resources andreduce consumption of Power, Fuel, Oil, Water and other energy sources by following strict adherence to:

1. Power saving processes and methods2. Innovation and up-gradation of technology.3. Installation of Auto Power Cut-Off for electrical energy consumption.4. Energy saving in utility by proper machine planning.5. Emphasis on non-conventional energy sources.6. Proper training to the employees and workforce to ensure minimum wastage of energy and natural resources.

I. Research and Development

a) Specific area in which (R&D) 1. Product design and developmentcarried out by the Company 2. Process design & improvement for various products

b) Benefits derived as result 1. Reduction in process time2. Increase in productivity3. Cost reduction and high precision of product

c) Future Plan of action in To achieve better yield by way of cost reduction through higherManufacturing Process & level of automationoperation

d) Expenditure on R & D a. Capital

b. Recurring

c. Total

d. Total R&D Expenditure as apercentage of total turnover

II. Technology, Absorption, Adaptation and Innovation

a) Efforts in brief made towards The Company has indigenized and absorbed technological changes asTechnology Absorption, advised by collaboration in the past. Castex Technologies Limited continuouslyAdaptation and Innovation strives to meet international standards of precision through improvisation of

existing processes, innovation and adaptation of new technologies andmethods. The product quality has improved significantly due to better utilizationof machines, improvised processes and enhanced precision

b) Benefits derived as a result Cost reduction to saving in raw material, dies, moulds, power and fuel.of the above efforts Operational efficiency has increased leading to reduced time-loss and

rejections

c) In case of imported technology Nil(Import) during the last 6 yearsreckoned from the beginning ofthe financial year

The development work iscarried on by the concerneddepartment continuously. Noseparate record of theexpenditure incurred on R&D



II. FOREIGN EXCHANGE EARNINGS AND OUTGO

1. Activities relating to Exports, initiatives to increase exports, Development of new Export Markets for Productsand Services and Export plans:

The Company has strategic alliance with its group Companies in U.K, America, Europ and Asia, to increaseits share of business in the international market, which has access to all automobile majors in the U.S andEuropean market and existing supplier, business relationship

2. Total Foreign Exchange used and earned:

(` In Lakhs)

Particulars Current Period Previous Year

Foreign Exchange Used 291.23 232.01Foreign Exchange Earned – –


(Sanjay Chhabra)Place : New Delhi ChairmanDate : 25.08.2017DIN No. 0004721 DIN : 01237026



CORPORATE GOVERNANCE REPORT FOR THE YEAR 2016-17

‘Good Governance depends on ability to take responsibility by both administration as well as people.’

I) CASTEX’S GOVERNANCE POLICY

Corporate governance includes the processes through which corporations’ objectives are set and pursueding the contextof the social, regulatory and market environment. Our philosophy on Corporate governance is all about ensuring transparencyand accountability which ensures strong and balanced economic development which in turn also ensures that the interestsof all shareholders (majority as well as minority shareholders) are safeguarded and that all shareholders fully exercise theirrights andorganization fully recognizes their rights.

Corporate Governance is mainly in the vicinity of balancing individual and societal goals, as well as, economic and socialgoals and also encourages a trustworthy, open , fair relationship as well as ethical environment. The Board acknowledgesits responsibilities towards its stakeholders for creating and safeguarding their wealth. The Company is in full Compliancewith the requirements of Corporate Governance and has adopted best Practices as mandated by Securities and ExchangeBoard of India (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Company has been following Highstandards of Corporate Governance Principles, Policies and Practices over the Period under Review i.e. 1st April, 2016 to31st March, 2017.

II) BOARD OF DIRECTORS

At Castex, the Board along with its Committees oversees business affairs and is overall responsible for strategic plans andperformance objectives, it also provides leadership and guidance to the Company’s management and direct, superviseand control the performance of the Company. We believe an active, well-informed board is vital to attain the higheststandards of Corporate Governance which in turn is responsible for high value creation of the Company. An independentand strong board is the utmost requirement of the Company so as to ensure that the best practices are adopted by theCompany. Our Company’s Board has an optimum combination of Executive, Non-executive and Independent Directors withone women Director, as per the requirements of Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements)Regulations, 2015 The composition of the Board and the Independent Directors of the Company meet all the criteriamandated by SEBI Listing Regulations and the Companies Act, 2013.



A) COMPOSITION OF BOARD

As on 31st March, 2017 the Board comprises of 8 (Eight) Directors, Out of 8 (Eight), 6 (Six) (i.e.75%)are Non- Executive Directorsand 4 (Four) (i.e. 50%) are independent director which also includes 1 (One) Women Director. The Composition of the Boardis in conformity with Regulation 17 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015 of the readwith Section 149 of the Act.

Promoter Executive Non-Executive Independent

Mr. Arvind Dham Mr. John Ernest Flintham Mr. Gautam Malhotra Ms. Ankita WadhawanMr. Sanjay Arora Mr. Sanjiv Bhasin

Mr. Sanjay ChhabraMr. Bahushrut Lugani

There is no Nominee director in the Board of Directors of the Company.Mr. Gautam Malhotra is the nephew of Mr. Arvind Dham.

B) INDEPENDENT DIRECTORS

All the Independent Directors have confirmed that they meet the ‘independence’ criteria asmentioned under Regulation16(1)(b) of the SEBI Listing Regulations read with Section 149(6) of the Act.

None of Directors of the Company’s Board is a member of more than 10 committees and Chairman of more than 5Committees (Committees includes Audit Committee and Stakeholder Relationship Committee) across all Indian PublicCompanies in which he is a director. All the directors have made necessary disclosures regarding Committee positionsheld by them in other companies and do not hold the office of Director in more than twenty companies, including ten publiccompanies. None of the independent directors are related to each other. All Non-Executive Directors are liable to retire byrotation.

The Familiarization Program for Independent Directors has been adopted by the Board of Directors pursuant to Clause 25(7)of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015; the detailed policy is available at thewebsite of the Company (www. amtek.com).

C) MEETINGS OF INDEPENDENT DIRECTOR

The Company’s Independent Directors met one time during the financial year 2016-2017 on 13th February, 2017 and heldmeetings without the presence of Executive Directors or management personnel. Such meeting was conducted to enableIndependent Directors to discuss matters pertaining to the Company’s affair and put for the views to the Lead IndependentDirector. The Lead Independent Director takes appropriate steps to present Independent Director‘s views to the Chairmanand Managing Director.

D) NON – EXECUTIVE DIRECTORS COMPENSATION & DISCLOSURES

The details of the remuneration paid to the Non Executive Director provided as per accounts for the financial ended onMarch 31, 2017 are given below:-

Non Executive Director Sitting Fee (‘) Commission Total (‘)

Mr. Arvind Dham - - -Mr. Gautam Malhotra - - -Mr. K T James % 0 0 0Mr. Sanjay Chhabra 125000 0 125000Mr. Shekhar Gupta# 125000 0 125000Ms. Ankita Wadhawan 175000 0 175000Mr. Bahushrut Lugani* 25000 0 25000Mr. Sanjiv Bhasin * 50000 0 50000

% Mr. K.T. James resigned from directorship on 30th November,2016* Mr. Bahushrut Lugani and Mr. Sanjiv Bhasin were appointed as an Independent Director on 14th February, 2017.# Mr. Shekhar Gupta has resigned from directorship on 14th February, 2017.



E) OTHER PROVISIONS AS TO BOARD AND COMMITTEES

I. During the period under review, Seven (7) Board Meetings. Following are the dates of the Board Meeting heldduring the year :-

S.No. Date of Board Meeting

1. 30th May, 20162. 10th September, 20163. 30th November, 20164. 13th December, 20165. 14th February, 20176. 25th February, 20177. 27th March, 2017

The maximum time-gap between any two consecutive meetings did not exceed the time limit prescribed under Section173(1) of the Companies Act, 2013 i.e. One hundred and twenty days.

II. During the period under review Information mentioned in Schedule II Part A of SEBI (Listing Obligations and Disclosurerequirements) Regulations, 2015 has been placed before the Board for its consideration.

III. The terms and conditions of appointment of Independent Directors are disclosed on the Website of the Company

IV. The Composition of Board, attendance at Board Meetings held during the financial year under review and at thelast Annual General Meeting, number of directorships, membership/chairmanships of Board and Committees ofpublic companies and their shareholding as on 31st March, 2017 in companies is as follows:-

Name of Director Category No. of Board Attendance No of No of CommitteesMeetings at the Last Directorship Positions in Audit and

attended during AGM held held in other Stakeholder Committeethe Period on 30th public held in listed entities

2016-17 September entities including this listed2016 entities

Held Attended Chairmanship Membership

Mr. Arvind Dham Promoter, 7 7 No 3 0 0DIN: 00047217 Non Executive Director

Mr. D.S Malik Non Executive Director 1 1 No 1 0 0DIN: 00052362

Mr. John Ernest Managing & 7 6 No 4 0 0Flintham Non Executive DirectorDIN: 01463500

Mr. Sanjay Independent, 7 5 No 4 2 7Chhabra Non Executive DirectorDIN: 01237026 & Chairman

Mr. K.T. James Independent & 2 0 Yes 0 0 0DIN: 00143394 Non Executive Director

Mr. Gautam Non Executive 7 6 No 4 0 2Malhotra DirectorDIN: 00157488

Mr. Shekhar Gupta Independent & 5 5 No 1 0 0DIN: 01744465 Non Executive Director

Mr. S. S. Verma Managing Director 3 2 Yes 0 0 0DIN: 01681951



Mr. Sanjay Arora Whole-time Director 0 0 No 1 0 0DIN: 01681951

Ms. Ankita Independent & 7 7 No 7 2 3Wadhawan# Non Executive DirectorDIN: 06971383

Mr. Sanjiv Bhasin Independent & 2 2 No 5 2 5DIN: 01463500 Non- Executive Director

Mr. Bahushrut Independent & 2 1 No 4 2 6Lugani Non- Executive DirectorDIN: 00052387

*This excludes directorship held in Private Companies, Foreign Companies and Companies formed under Section 8 of the Companies Act, 2013

**In accordance with SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, Membership/Chairmanship of only AuditCommittee & Stakeholders Relationship Committee (formerly known as Shareholders’/investors’ Grievance Committee) in all Public LimitedCompanies have been considered.

● Mr. D.S. Malik resigned from the Company on 10.09.2016.

● Mr. S.S. Verma resigned from the Company on 30.11.2016

● Mr. John Ernest Flintham appointed as Managing Director on 14.02.2017

● Mr. B.Lugani, Mr. Sanjiv Bhasin appointed as Independent Director on 14.02.2017

● Mr. Shekhar Gupta resigned from the Company on 14.02.2017

● Mr. Sanjay Arora is appointed as Whole-time Director on 27.03.2017

● Mr. Yogesh Kapur, Mr. B.M. Singh and Ms. Anuradha Kapur are appointed as, Independent Director on 25.08.2017

● Ms. Ankita Wadhawan resigned from the Company on 25.08.2017

F) DETAILS OF EQUITY SHARES & CONVERTIBLE INSTRUMENTS HELD BY NON EXECUTIVE DIRECTORS OF THECOMPANY AS ON MARCH 31, 2017 ARE GIVEN BELOW

During the period under review, no Non- Executive Director is holding any equity shares or any convertible instruments.

POST MEETING FOLLOW-UP MECHANISM

All the important decision taken at the Board/Committee Meetings are promptly communicated to the concerned departments.Action Taken Report on decision/minutes of previous meeting is placed at the succeeding meeting of the Board/Committeefor noting.

CODE OF CONDUCT

The Code of Business Conduct and Ethics for Directors/Management Personnel (‘the Code’), as adopted by the Board, isa comprehensive Code applicable to Directors and Management Personnel. The Code, while laying down in detail, thestandards of business conduct, ethics and governance centers around the following theme:

The Company’s Board and Management Personnel are responsible for, and are committed to, setting the standards ofconduct contained in this Code and for updating these standards, as appropriate, to ensure their continuing relevance,effectiveness and responsiveness to the needs of local and international investors and other stakeholders as also to reflectcorporate, legal and regulatory developments. This Code should be adhered to in letter and in spirit’.

A copy of the Code has been put on the Company’s website (www.amtek.com). The Code has been circulated to Directorsand Management Personnel, and its compliance is affirmed by them annually.

A declaration signed by the CEO is published in this Report.

III) COMMITTEES

The Board has constituted a set of Committees with specific terms of reference/scope to focus effectively on the issuesand ensure expedient resolution of diverse matters. The Committees operate as empowered agents of the Board as pertheir terms of reference. Targets set by them as agreed with the management are reviewed periodically and mid-coursecorrections are also carried out. The Board of Directors and the Committees also take decisions by circular resolutions which



are noted at the next meeting. The minutes of the meetings of all Committees of the Board are placed before the Boardfor discussions. The Committees and the Senior Management functions as on March 31, 2017 is illustrated below:-

1) AUDIT COMMITTEE

(A) QUALIFIED AND INDEPENDENT AUDIT COMMITTEE

The Board of the Company has duly constituted Audit Committee, comprising of three directors, the details of which aregiven below:

Name of Committee Members Position Category

Ms. Anuradha Kapur Chairman Non Executive-Independent Director

Mr. Sanjay Chhabra Member Non Executive-Independent Director

Mr. Sanjiv Bhasin Member Non-Executive Director

The Company Secretary acts as the Secretary of the Audit Committee.

The constitution of the Audit Committee meets the requirement of Section 177 of the Companies Act, 2013 and Regulation18 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015. The power and role of the Audit Committeeis as per the guidelines set out in the SEBI Listing Regulations and as prescribed under Section 177 of the Companies Act,2013.

(B) MEETING OF AUDIT COMMITTEE

During the period, the committee met Four (4) times and all the members were present in all the meetings.

(C) POWERS OF AUDIT COMMITTEE

The Audit Committee shall have powers, which should include the following:

● To investigate any activity within its terms of reference.

● To seek information from any employee.

● To obtain outside legal or other professional advice.

● To secure attendance of outsiders with relevant expertise, if it considers necessary.

(D) ROLE OF AUDIT COMMITTEE

The role of Audit Committee shall include the following (including the terms of reference):

Finance

RiskManagement

Audit

HumanResources,

Nomination &Remuneration

ShareTransfer

SexualHarrasment

CorporateSocial

Responsibility

StakeholdersRelationship

COMMITTEE



● Oversight of the Company’s financial reporting process and the disclosure of its financial information to ensure thatthe financial statement is correct, sufficient and credible;

● Reviewing with the management, the quarterly financial statements before submission to the Board for approval;

● Reviewing with the management, the statement of uses/ application of funds raised through an issue (public issue,rights issue, preferential issue, etc.), the statement of funds utilised for purposes other than those stated in the offerdocument/prospectus/notice, and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in thismatter;

● Reviewing and monitoring the auditors independence and performance and effectiveness of audit process;

(E) REVIEW OF INFORMATION BY AUDIT COMMITTEE

The Audit Committee shall mandatorily review the following information:

● Management discussion and analysis of financial condition and results of operations;

● Statement of significant related party transactions (as defined by the Audit Committee), submitted by management;

● Management letters / letters of internal control weaknesses issued by the statutory auditors;

● Internal audit reports relating to internal control weaknesses; and

● The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to review by theAudit Committee.

(F) TERMS OF REFERENCE OF THE COMMITTEE, INTER ALIA, INCLUDES THE FOLLOWING:

The terms of reference of the audit committee are broadly as under:

● Oversight of the company’s financial reporting process and the disclosure of its financial information to ensure thatthe financial statement is correct, sufficient and credible;

● Recommendation for appointment, remuneration and terms of appointment of auditors of the company;

● Approval of payment to statutory auditors for any other services rendered by the statutory auditors;

● Reviewing, with the management, the annual financial statements and auditor’s report thereon before submissionto the board for approval, with particular reference to:

■ Matters required to be included in the Director’s Responsibility Statement to be included in the Board’s reportin terms of clause (c) of sub-section 3 of section134 of the Companies Act, 2013

■ Changes, if any, in accounting policies and practices and reasons for the same.

■ Major accounting entries involving estimates based on the exercise of judgment by management

■ Significant adjustments made in the financial statements arising out of audit findings

■ Compliance with listing and other legal requirements relating to financial statements

■ Disclosure of any related party transactions

■ Qualifications in the draft audit report

● Reviewing, with the management, the quarterly financial statements before submission to the board for approval;

● Reviewing, with the management, the statement of uses / application of funds raised through an issue (public issue,rights issue, preferential issue, etc.), the statement of funds utilized for purposes other than those stated in the offerdocument / prospectus / notice and the report submitted by the monitoring agency monitoring the utilization ofproceeds of a public or rights issue, and making appropriate recommendations to the Board to take up steps in thismatter;

● Review and monitor the auditor’s independence and performance, and effectiveness of audit process;

● Approval or any subsequent modification of transactions of the company with related parties;



● Scrutiny of inter-corporate loans and investments;

● Valuation of undertakings or assets of the company, wherever it is necessary;

● Evaluation of internal financial controls and risk management systems;

● Reviewing, with the management, performance of statutory and internal auditors, adequacy of the internal controlsystems;

● Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,

● Staffing and seniority of the official heading the department, reporting structure coverage and frequency of internalaudit;

● Discussion with internal auditors of any significant findings and follow up there on;

● Reviewing the findings of any internal investigations by the internal auditors into matters where there is suspectedfraud or irregularity or a failure of internal control systems of a material nature and reporting the matter to the board;

● Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well as post-audit discussion to ascertain any area of concern;

● To look into the reasons for substantial defaults in the payment to the depositors, debenture holders, shareholders(incase of non-payment of declared dividends) and creditors;

● To review the functioning of the Whistle Blower mechanism;

● Approval of appointment of CFO (i.e., the whole-time Finance Director or any other person heading the financefunction or discharging that function) after assessing the qualifications, experience and background, etc. of thecandidate;

● Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

● To mandatorily review the following information:

■ Management discussion and analysis of financial condition and results of operations;

■ Statement of significant related party transactions (as defined by the Audit Committee), submitted bymanagement;

■ Management letters/letters of internal control weaknesses issued by the statutory auditors;

■ Internal audit reports relating to internal control weaknesses; and

■ The appointment, removal and terms of remuneration of the Chief internal auditor shall be subject to reviewby the Audit Committee.

● The audit committee invites executives, as it considers appropriate (particularly the head of the finance function),representatives of the statutory auditors and representatives of the internal auditors to be present at its meetings.The Company Secretary acts as the secretary to the audit committee.

2) HUMAN RESOURCES,NOMINATION AND REMUNERATION COMMITTEE

The Board has re-constituted a Human Resources, Nomination and Remuneration Committee comprising of three NonExecutive Directors, the details of which are given below:


Mr. Brajindar Mohan Singh Chairman Non Executive-Independent DirectorMr. Sanjay Chhabra Member Non Executive-Independent DirectorMs. Anuradha Kapur Member Non-Executive-Independent Director

The Committee has been constituted to rationalise all employees’ related issues, while adhering to the requirements ofSection 178 of the Companies Act, 2013 and Regulation 19 of SEBI Listing Regulations, Securities and exchange Board ofIndia (Share based Employee Benefits) Regulations, 2014, as amended from time to time



Terms of Reference of the Committee, inter alia, includes the following:

i) Formulate the criteria for determining qualifications, positive attributes and independence of a director.

ii) Recommend to the Board a policy relating to the remunerationfor the directors (including specific remunerationpackagesfor Executive Directors including pension rights and anycompensation payment), Key Managerial Personneland otheremployees. While formulating the policy, it shall ensure that :

(a) The level and composition of remuneration is reasonableand sufficient to attract, retain and motivate directorsof thequality required to run the Company successfully;

(b) Relationship of remuneration to performance is clear andmeets appropriate performance benchmarks; and

(c) Remuneration to directors, key managerial personnel and senior management involves a balance betweenfixed and incentive pay reflecting short and long-term performance objectives appropriate to the working ofthe Company and its goals.

iii) Identify persons who are qualified to become directors(including independent directors) and who may be appointedinsenior management in accordance with the criteria laid downand recommend to the Board their appointment andremoval.

iv) Whilst recommending appointment of Executive Directors, abalance between functional and business unitrepresentativesmay be considered.

v) Carry out evaluation of every director’s performance includingreview of remuneration of CEOs of certain significantsubsidiaries.

vi) Take steps to refresh the composition of the Board from time to time.

During the period under review, only 2 (Two) meeting of the Human Resources, Nomination & Remuneration Committeewas held, in which all the members were present.

PERFORMANCE EVALUATION CRITERIA FOR INDEPENDENT DIRECTOR

The Independent Directors comply with the definition of Independent Directors as given under Section 149(6) of theCompanies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015.While appointing/re-appointing any Independent Directors/Non-Executive Directors on the Board, the HRNR Committeeconsiders the criteria as laid down in the Companies Act, 2013 and Regulation 16(1)(b) of the SEBI (Listing Obligations &Disclosure Requirements) Regulations, 2015.

All the Independent Directors give a certificate confirming that they meet the “independence criteria” as mentioned in Section149(6) of the Companies Act, 2013 and SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015. Thesecertificates have been placed on the website of the Company.

REMUNERATION POLICY:-

The Company’s remuneration policy is directed towards rewarding performance, based on review of achievements on aperiodical basis. The remuneration policy is in consonance with the existing industry practice. The remuneration oftheManaging Director ,Key Managerial Personnel and Senior Management Personnel’s of the Company is reviewed andrecommended by Committee, based on criteria such as industry benchmarks, the Company’s performance visa-vis theindustry, responsibilities shouldered, performance/track record, macro-economic review on remuneration packages ofheads of other organizations. The Company pays remuneration by way of salary, perquisites and allowances (fixedcomponent), incentive remuneration. Annual increments are decided by the Remuneration Committee within the salaryscale approved by the Members.

A sitting fee of Rs. 25,000/- for attendance at each meeting of the Board and Committee Meetings paid to all theIndependent Directors.

The sitting fees paid/payable to the non Whole-time directors is excluded whilst calculating the limits of remuneration inaccordance with Section 197 of the Act. The Company also reimburses out-of-pocket expenses to Directors attendingmeetings held at a city other than the one in which the Directors reside.



Remuneration of employees largely consists of basic remuneration, perquisites, allowances and performance incentives.The components of the total remuneration vary for different employee grades and are governed by industry patterns,qualifications and experience of the employee, responsibilities handled by them, their individual performances, etc. Theannual variable pay of senior managers is linked to the Company’s performance in general and their individual performancefor the relevant year is measured against specific major performance areas which are closely aligned to the Company’sobjectives.

The Company does not have any Employee Stock Option Scheme.

(A) The details of the remuneration paid to the Managing Director& Whole-time Director provided as per accountsfor the period ended March 31, 2017 are given below:-

Name of Director Salary* (Rs.In lacs) Service Tenure

Mr. S.S. Verma 37.43 Lakhs 1 year and 27 days

Mr. John Ernest Flintham N.A. 5 Years

Mr. Sanjay Arora 0.80 Lakhs 5 Years

1. Remuneration includes salary, Bonus, Contribution to provident Fund and all other perquisites taxable or non-taxable.2. Appointment is contractual.3. Information about qualification is based on particulars furnished by the employee4. The above employee does not hold himself or along with his spouse and dependent children 2% or more of equity

shares of the Company.5. Mr. S.S. Verma resigned on 30th November, 2016.6. Mr. Sanjay Arora appointed on 27th March, 2017.

The tenure of office of the Managing Director is of five years from their respective dates of appointments and can beterminated by either party by giving three months’ notice in writing. There is no separate provision for payment of severancefees.

3) STAKEHOLDERS’ RELATIONSHIP COMMITTEE

The Board has constituted the Stakeholders’ Relationship Committee comprising of three directors, the details of which aregiven below:

Name of Committee Members Position category

Ms. Anuradha Kapur Chairman Non Executive-Independent Director

Mr. Sanjiv Bhasin Member Non Executive Director

Mr. Sanjay Chhabra Member Non-Executive-Independent Director

The Board has constituted Stakeholders’ Relationship Committee in accordance with the provisions of Section 178 of theCompanies Act, 2013 and Regulation 20 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015.

The Company has also adopted code of internal procedures and conduct for prevention of insider trading in the sharesof the Company, pursuant to Securities & Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, asamended. The Board has authorized this committee to monitor the compliances as required under the aforesaid Regulation.

� Terms of Reference of the Committee, inter alia, includes the following:

● Oversee and review all matters connected with the transfer of the Company’s securities

● Approve issue of the Company’s duplicate share / debenture certificates

● Monitor redressal of investors’ / shareholders’ / security holders’ grievances

● Oversee the performance of the Company’s Registrars and Transfer Agents



● Recommend methods to upgrade the standard of services to investors

● Monitor implementation of the Company’s Code of Conduct for Prohibition of Insider Trading

● Carry out any other function as is referred by the Board from time to time or enforced by any statutorynotification/amendment or modification as may be applicable.

During the period, the committee met Two (2) times. All the members were present in all the meetings held during theperiod.

� The Board has designated Company Secretary as the Compliance Officer

Name, Designation and Address of Compliance officerMs. Bhavya SehraCompany Secretary

Castex Technologies LimitedAddress : 3, L.S.C., Pamposh Enclave,Greater Kailash - I,New Delhi- 110048

� Prohibition of Insider Trading

� Details of investor complaints received and redressed during the period under review are as follows:

Opening Balance Received During the period Resolved during the period Closing Balance

1 0 1 0

4) CORPORATE SOCIAL RESPONSIBILITY (CSR) COMMITTEE

The Company proactively reviews its governance practices and standards inter alia considering best practices andregulatory developments. During the period under review, the following significant developments took place on thegovernance front:-

Constitution of ‘Corporate Social Responsibility Committee’: Considering the work being done by the Company on socialfront, the Company’s Board has re-constituted a ‘Corporate Social Responsibility Committee’ (CSR Committee) in accordancewith Section 135 of the Companies Act, 2013.

CSR Committee is primarily responsible for

� formulating and implementing the framework of Corporate Social Responsibility policywhich shall indicate theactivities to be undertaken by the Company as specified in Schedule VII of the Companies Act, 2013 and alsoimplementing other policies under Business Responsibility Policy Manual

� To look into sustainability matters and matters related to overall governance.

� Monitoring the CSR Policy of the Company from time to time.

The details of Composition of CSR Committee are given below:


Mr. Sanjay Chhabra Chairman Non Executive-Independent Director

Mr. Yogesh Kapur Member Non Executive-Independent Director

Mr. Gautam Malhotra Member Non-Executive Director


● To formulate and recommend to the Board, a Corporate Social Responsibility (CSR) Policy indicating activities to beundertaken by the Company in compliance with provisions of the Companies Act, 2013 and rules made there under;

● To recommend the amount of expenditure to be incurred on the CSR activities;



● To monitor the implementation of the framework of the CSR Policy;

● To oversee the implementation of polices.

During the period under review, only One (1) meeting of Corporate Social Responsibility Committee was held, in which allmembers were present

5) FINANCE COMMITTEE

The purpose of the Finance Committee (the “Committee”) is to assist the Board of Directors in fulfilling its oversightresponsibilities with respect to the monitoring and oversight of the Corporation’s financial resources and strategies

The Board of Directors has re-constituted Risk Management Committee comprising of following Directors:-


Mr. Sanjay Chhabra Chairman Non Executive-Independent Director


Mr. Sanjiv Bhasin Member Non-Executive Director


● Review the Company’s financial policies, risk assessment and minimization procedures, strategies and capitalstructure, working capital and cash flow management, and make such reports and recommendations to the Boardwith respect thereto, as it may deem advisable

● Review banking arrangements and cash management;

● Exercise all powers to borrow money (otherwise than by issue of debentures) within limits approved by the Board,and take necessary actions connected therewith, including refinancing for optimization of borrowing costs ;

● Give guarantees/issue letters of comfort/providing securities within the limits approved by the Board ;

● Borrow money by way of loan and/or issue and allot bonds/notes denominated in one or more foreign currenciesin international markets for the purpose of refinancing the existing debt, capital expenditure,

● general corporate purposes, including working capital requirements and possible strategic investments within limitsapproved by the Board ;

● Carry out any other function as is mandated by the Board from time to time and/or enforced by any statutorynotification, amendment or modification as may be applicable ;

● Other transactions or financial issues that the Board may desire to have them reviewed by the Finance Committee;

● Delegate authorities from time to time to the executives/ authorised persons to implement the Committee’s decisions;

● Review regularly and make recommendations about changes to the charter of the Committee.

6) RISK MANAGEMENT COMMITTEE

The Board of Directors has re-constituted Risk Management Committee comprising of following Directors:-


Mr. Arvind Dham Chairman Non-Executive Director


Mr. Brajindar Mohan Singh Member Non Executive-Independent Director

The purpose of the committee is to assist the Board in fulfilling its Corporate Governance duties by overseeing theresponsibilities with regard to identification, evaluation and mitigation of operational, strategic and environmental risks. Thecommittee has the overall responsibility of monitoring and approving the risk policies and associated practices of theCompany. The risk management committee is also responsible for reviewing and approving the risk disclosure statementsin any public documents or disclosure



Risk Management Framework:

7) SHARE TRANSFER COMMITTEE

The Board has delegated the powers to approve transfer of the Shares to share Transfer Committee. During the period,committee met two times and approved transfer of the shares lodged with the Company. The Committee deals with thefollowing matters:-

● Transfer/transmission of shares;

● Issue of new share certificates/duplicate share certificates;

● Review of de - materialization of shares; and

● All other matters relating to shares.

8) SEXUAL HARASSMENT COMMITTEE

As per the requirement of SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION ANDREDRESSAL) ACT, 2013 Company has duly constituted Sexual Harassment Committee, comprising of the following members:-

Name of Committee Members Position

Ms. Sonal Choudhary Presiding Officer

Ms. Rajesh Soni HR Department.

Ms. Bhavya Sehra Legal Department

Company is totally committed in providing an environment that is free from discrimination and harassment. We recognizethe rights of our employees and provide forums, support groups and policies to hear and address their issues, concernsand resolve them in a fair and transparent manner. Our Sexual Harassment Committee members helps employees expresstheir grievances and address them in a fair and objective manner. We have a whistle blower policy as well that assurescomplete anonymity and confidentiality of information to the reporting individual.

IV) SUBSIDIARY COMPANIES

All the Subsidiary Company of the Company is board managed with its Boards having the rights and obligations to managesuch company in the best interest of their stockholders. The Company does not have any material non-listed IndianSubsidiary Company and hence, it is not required to have an Independent Director of the Company on the Board of suchsubsidiary Company in terms Regulation 24 of SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015..As a majority stockholder, the Company nominates its representatives on the Boards of Subsidiary Company and monitorsthe performance of such Company inter alia, by the following mean:

a) Financial Statements, in particular the investments made by the unlisted Subsidiary Companies, are reviewedquarterly by the Audit Committee of the Company.

IDENTIFY ASSESS MITIGATE MONITOR &REPORT

● External Events

● New Products

● Acquisitions

● Change toBusinessProcess

● Likelihood

● Impact

● Inherent

● Residual

● Avoid

● Transfer

● Mitigate byControls

● AcceptResidual work

● KRI’s

● Loss data

● IssueManagement

● Risk Appetite

� � �

� � � �



b) All minutes of the meetings of the unlisted Subsidiary Company are placed before the Company’s Board regularly.

c) A statement containing all significant transactions and arrangements entered into by the unlisted Subsidiary Companyis placed before the Company’s Board.

Material Subsidiary Policy: The Board of Directors of Castex Technologies Limited has adopted the policy and procedureswith regard to determination of Material Subsidiaries. The Board may review and amend this policy from time to time. Thesame is available at the Company’s website (www.amtek.com)

V) RELATED PARTY TRANSACTIONS

The Company usually enters into the transactions with its related parties .The Policy for Related Party Transactions is alsoadopted by the Board and the same is available at the Company’s website (www.amtek.com)

VI) DISCLOSURES

A) RELATED PARTY TRANSACTIONS

Details of related party transactions entered into by the Company are included in the Notes to Accounts. Individualtransactions with related parties are in the normal course of business on an arm’s length basis and do not have potentialconflict with the interests of the Company at large.

Transactions with related parties entered into by the Company in the normal course of business are placed before the AuditCommittee.

B) DISCLOSURE OF ACCOUNTING TREATMENT

In the preparation of financial statements for the period ended on 31st March, 2017; there was no treatment different fromthat prescribed in an accounting standard that had been followed.

C) MANAGEMENT

1. As part of the Director’s Report or as an addition thereto, a Management Discussion and Analysis Report forms partof the Annual Report to the shareholders. This Management Discussion & Analysis Report include discussion onthe following matters within the limits set by the Company’s competitive position:

a) Industry structure and developments

b) Opportunities and Threats

c) Segment-wise or product-wise performance

d) Outlook

e) Risks and concerns

f) Internal control systems and their adequacy

g) Discussion on financial performance with respect tp operational performance

h) Material developments in Human Resources/ Industrial Relations front, including number of people employed.

2. The Code of Conduct for the Board of Directors and the Senior Management have been disclosed on the websiteof the Company(www.amtek.com).

D) SHAREHOLDERS

● Quarterly results and presentations made by the company to analysts/investorshave been uploaded on company’sweb-site.(www.amtek.com).

● Stakeholders Relationship Committee (formerly known as Shareholders Grievances Committee) have already beenconstituted.

● To expedite the process of share transfers, the Board of the company have already constituted the Share TransfersCommittee.



E) DISCLOSURE IN THE ANNUAL REPORT

● The details of the establishment of vigil mechanism have been disclosed on its website (www.amtek.com).

● The Company have already disclosed the remuneration policy and evaluation criteria in this annual report.

F) PROCEEDS FROM PUBLIC ISSUES, RIGHTS ISSUES, PREFERENTIAL ISSUES

During the period under review, no proceeds have been received through public issue, right issue, preferential issue etc.

(G) DETAILS OF COMPLIANCE WITH MANDATORY REQUIREMENTS AND ADOPTION OF NON MANDATORYREQUIREMENTS

The Company has complied with all mandatory requirements of the Listing Regulations. The Company has adopted thefollowing non-mandatory requirements of Regulation 27 read with Part E of Schedule II of the Listing Regulations:

(a) MODIFIED OPINION(S) IN AUDIT REPORT

The Company is in the regime of financial statements with unmodified audit opinion.

(b) SEPARATE POSTS OF CHAIRPERSON AND CHIEF EXECUTIVE OFFICER

The Chairman is not the Chief Executive Officer of the Company.

(c) REPORTING OF INTERNAL AUDITOR

The Internal Auditor reports directly to the Audit Committee.

H) DETAILS OF NON - COMPLIANCE BY THE COMPANY

There were no instances of non-compliance by the company and no penalities or strictures were imposed on the companyby Stock Exchanges or SEBI or any Statutary authority or any matter related to capital market during the last three years.

I) WHISTLE BLOWER POLICY/VIGIL MECHANISM

The Audit Committee has established a Vigil mechanism as required under Regulation 22 of SEBI (Listing Obligations andDisclosure requirements) Regulations, 2015, which provides a formal mechanism for all Directors and employees of theCompany to approach the Management of the Company (Audit Committee in case where the concern involves the SeniorManagement) and make protective disclosures to the Management about unethical behavior, actual or suspected fraudor violation of the Company’s Code of Conduct or ethics policy. The disclosures reported are addressed in the manner andwithin the time frames prescribed in the Policy. The Company affirms that no director or employee of theCompany has beendenied access to the Audit Committee.

J) DISCLOSURE OF RESIGNATION OF DIRECTORS

The Company adopts the policy to disclose and upload the letter of resignation along with the detailed reasons providedby the director on it’s website within one working day from the date of receipt of the letter of resignation.

K) DISCLOSURE OF FORMAL LETTER OF APPOINTMENT

The Company adopts the policy to disclose and upload the letter of appointment of the independentDirector along withthe detailed profile on its website within one working day from the date of such appointment.

VII) CEO/CFO CERTIFICATION

The CEO / CFO Certificate forms part of this Annual Report.

VIII) COMPLIANCE CERTIFICATE OF THE AUDITORS

Certificate from the Company’s Auditors, M/s Manoj Mohan & Associates, confirming compliance with conditions ofCorporate Governance as stipulated under Regulation 34 read with Schedule V of the Listing Regulations, is annexed tothe Corporate Governance Report forming part of this Annual Report



IX) GENERAL INFORMATION

A) GENERAL BODY MEETINGS

� ANNUAL GENERAL MEETINGS

Year Location Date Time Special Resolutions Passed

2015-2016 Village Narsinghpur, 30.09.2016 11.30 AM. 1. To approve Related partyMohammadpur, Old Manesar transactionsRoad, Gurgoan, 2. To adopt Memorandum ofHaryana-123106 Association as per Companies

Act, 20133. To approve the Conversion

of Loan into Equity

2014-2015 Village Narsinghpur, 31.12.2015 11.30 AM. 1. To approve Related partyMohammadpur, Old Manesar transactionsRoad, Gurgoan, 2. To adopt Memorandum ofHaryana-123106 Association as per Companies

Act, 2013

2013-2014 Village Narsinghpur, 31.12.2014 11.30 AM. 1. To approve Related partyMohammadpur, Old Manesar transactionsRoad, Gurgoan, 2. To approve issue of RedeemableHaryana-123106 Preference Shares

3. To adopt Articles of Associationas per Companies Act, 2013

� EXTRAORDINARY GENERAL MEETINGS

One Extraordinary General Meeting of the Members was held on 25th March, 2017 during the financial yearunder review:

Year Location Date Time Special Resolutions Passed

2016-2017 Village Narsinghpur, 25.03.2017 11.30 AM. 1. Alteration of Capital Clause ofMohammadpur, the Memorandum of AssociationOld Manesar Road, 2. Issuance of Equity Shares onGurgoan, Haryana-123106 Preferential Basis to the

Promoter and Promoter GroupCompany

3. Issuance of Convertible Warrantson Preferential Basis to thePromoter and Promoter GroupCompany

� POSTAL BALLOT

No Postal Ballot was conducted during the period under review. There is no immediate proposal for passing anyresolution through Postal Ballot. None of the businesses proposed to be transacted at the ensuing Annual GeneralMeeting require passing a resolution through Postal Ballot.

X) MEANS OF COMMUNICATION

� QUARTERLY RESULTS:Results for quarter ended 30th June,2016, 30th September, 2016, 31st December 2016 and 31st March 2017, havebeen published in English and Hindi newspapers viz (The Statesman and Hari Bhoomi). Simultaneously, theyare also put up on the Company’s website (www.amtek.com).



� NEWS RELEASES:Official news releases are sent to Stock Exchanges and are displayed on its website (www.amtek.com).

� WEBSITE:

The Company’s website (www.amtek.com) contains a separate dedicated section ‘Investor Relations’ whereshareholders’ information is available.

� NSE ELECTRONIC APPLICATION PROCESSING SYSTEM (NEAPS):

The NEAPS is a web-based application designed by NSE for Listed Companies. All periodical compliancefilings like Financial Results, Shareholding Pattern, Corporate Governance Report, Statement of InvestorComplaints and Corporate Announcement are filed electronically on NEAPS.

� BSE CORPORATE COMPLIANCE & LISTING CENTRE (THE ’LISTING CENTRE‘):

BSE’s Listing Centre is a web-based application designed for Listed Companies. All periodical compliancefilings like Financial Results, Shareholding Pattern, Corporate Governance Report, Statement of InvestorComplaints and Corporate Announcement are also filed electronically on the Listing Centre.

XI) GENERAL SHAREHOLDERS INFORMATION

� COMPANY REGISTRATION DETAILS

The Company is registered in the State of Haryana. The Corporate Identity Number (CIN) allotted to the Companyby the Ministry of Corporate Affairs (MCA) is L65921HR1983PLC033789.

� ANNUAL GENERAL MEETING

Date Day Time & Venue

Setember 29, 2017 Friday 1.30 P.M.Village Narsinghpur Old Manesar Road,Mohammadpur, Gurugram, Haryana -123106

� FINANCIAL YEAR :- 1st April, 2017-31st March, 2018

� Financial Calender (Tentative)

Particulars Date

Financial year April 1, 2017 to March 31, 2018First Quarter Results Mid August, 2017Second Quarter Results Mid November, 2017Third Quarter Results Mid February, 2018Fourth Quarter Results End of May, 2018

� DATE OF BOOK CLOSURE

27th September, 2017 29th September, 2017(Wednesday) (Both days inclusive) (Friday)

� LISTING ON STOCK EXCHANGES

a. The Shares of the Company are listed on BSE Limited and National Stock Exchange of India Limited.

b.b.b.b.b. Debt Securities

The Wholesale Debt Market (WDM) Segment of BSE, & The Debt Securities are Listed on BSE Limited.



d.d.d.d.d. Debenture TrusteeAxis Trustee Services LimitedBombay Dyeing Mills Compound,Pandurang BudhkarMarg, Worli,Mumbai - 400 025

� STOCK CODES

Particulars Codes

BSE Limited 532282National Stock Exchange of India Limited CASTEXTECHISIN NO. For dematerialized shares INE068DO1021

� STOCK MARKET DATA

Monthly high and low quotations of shares traded at BSE Limited and National Stock Exchange of India Limited.

Month Bombay Stock Exchange National Stock Exchange High Low High Low

April, 2016 7.19 4.77 7.05 4.8May, 2016 8.30 5.91 8.1 5.95June, 2016 7.29 5.75 7.25 5.75July, 2016 16.87 7.05 16.9 7.00August, 2016 13.68 9.94 13.65 10September, 2016 11.60 8.75 11.65 8.7October, 2016 11.25 9.15 11.30 9.15November, 2016 10.95 7.10 11.00 7.10December, 2016 10.50 7.76 10.35 7.80January, 2017 9.24 7.26 9.20 7.90February, 2017 9.98 7.93 9.95 7.90March, 2016 9.70 8.00 9.70 8.00

(Source: This information is complied from the data available from the website of BSE & NSE)

� SHARES TRANSFER SYSTEM

Pursuant to directions of SEBI, the facility to hold the Company’s shares in electronic form are available tothe members as the Company is registered with both the Depositories namely NSDL & CDSL. Share Transferdocuments for physical transfer and requests for dematerialisation of shares may be sent to Company’sRegistrar and Share Transfer Agents.

� REGISTRAR AND SHARE TRANSFER AGENTS

Beetal Financial & Computer Services Private LimitedBEETAL HOUSE, 3rd Floor, 99, Madangir, B/h. L.S.CNew Delhi-110062Phone No. : 011-29961281-8283Fax No. : 011-29961284



� DISTRIBUTION OF SHAREHOLDING AS ON MARCH 31, 2017

No. of Shares held Shareholders % of Total Total % of Total(Rs. 2/- paid up) Number (in Rs,) Shareholding

Up to 5000 33385 81.18 40314222 5.335001 10000 3597 8.70 27581144 3.6510001 20000 1886 4.59 29245240 3.8720001 30000 694 1.69 17584728 2.3330001 40000 432 1.05 15790102 2.0940001 50000 240 0.58 11091608 1.4750001 100000 474 1.15 33678770 4.45100001 Above 435 1.06 580959862 76.82

TOTAL 41125 100.00 756245676 100.00

� THE SHAREHOLDING PATTERN AS ON MARCH 31, 2017

S. Category of Shareholder Total Number Total Number PercentageNo. of Shareholders of Shares

(A) Shareholding of Promoter and Promoter Group

(1) Indian

(a) Individual’s/Hindu Undivided Family 0 0 0

(b) Central Government/State Government(s) 0 0 0

(c) Bodies Corporate 2 177182272 46.8584

(d) Financial Institutions / Banks 0 0 0

(e) Any Other (specify) 0 0 0

Sub – Total (A) (1) 2 177182272 46.8584(2) Foreign

(a) Individuals (Non-Resident Individuals/Foreign Individuals) 0 0 0

(b) Bodies Corporate 0 0 0

(c) Institutions 0 0 0

(d) Any Other (Specify) 0 0 0

Sub – Total (A) (2) 0 0 0

Total Shareholding of Promoter andPromoter Group (A) = (A)(1)+(A)(2) 2 177182272 46.8584

(B) Public Shareholding

(1) Institutions

(a) Mutual Funds/UTI 0 0 0.00

(b) Financial Institutions / Banks 1 106603 0.028

( c) Central Government / State Government(s) 0 0 0

(d) Venture Capital Funds 0 0 0

(e) Insurance Companies 1 1518007 0.402

(f) Foreign Institutional Investors (Foreign 8 4378565 1.158 Portfolio Investors)



(g) Foreign Venture Capital Investors 0 0 0

(h) Qualified Foreign Investor 0 0 0

(i) Any Other (Foreign Financial 1 4610007 1.219 Institutions/Banks)

(ii) Foreign Corporate Bodies 0 0 0

Sub Total (B) (1) 11 10613182 2.807

(2) Non-Institutions

(a) Bodies Corporate 564 16512120 4.367

(b) Individuals–i. Individual Shareholders holding nominal

Share Capital upto Rs. 2 lakh. 38934 91061471 24.083

ii. Individual Shareholders holding nominalShare Capital in excess of Rs. 2 lakh 122 26196445 6.928

(c) Qualified Foreign Investor 0 0 0

(d) Any Other (specify)I. NRI (Non Resident Indians) 626 9265797 2.45II. Clearing Members 93 868703 0.230III. HUF 770 3202035 0.847IV. Foreign Corporate Bodies 3 43220813 11.430

Sub-Total (B)(2) 41112 190327384 50.335

(B) = (B)(1) + (B)(2) 41123 200940566 53.142

Total Public Shareholding 41125 378122838 100TOTAL (A) + (B)

(C) Shares held by Custodians and against which 0 0 0Depository Receipts have been issued

GRAND TOTAL (A)+(B)+(C) 41125 378122838 100

XII) COMPLIANCE OF CORPORATE GOVERNANCE REQUIREMENTS SPECIFIED IN REGULATION 17 TO 27 IN REGULATION17 TO 27 AND REGULATION 46(2)(b) TO (i) of LISTING REGULATIONS

Sr. Particulars Regulation Compliance Compliance observed for the following:No. Status

Yes/No./N.A.

1 Board of Directors 17 Yes 1) Composition2) Meetings3) Review of Compliance reports4) Plans for orderly succession for

appointments5) Code of Conduct6) Fees/compensation to Non-

Executive Directors7) Minimum information to be placed

before the Board8) Compliance Certificate9) Risk Assessment & Management10) Performance Evaluation of

Independent Director



2 Audit Committee 18 Yes 1) Composition2) Meetings3) Power of the Committee4) Role of the Committee and review

of information by the Committee

3 Nomination and 19 Yes 1) CompositionRemuneration Committee 2) Role of the Committee

4 Stakeholders’ Relationship 20 Yes 1) CompositionCommittee 2) Role of the Committee

5 Risk Management Committee 21 Yes 1) Composition2) Role of the Committee

6 Vigil Mechanism 22 Yes 1) Formulation of Vigil Mechanism forDirectors and employees

2) Director access to Chairperson ofAudit Committee

7 Related Party Transactions 23 Yes 1) Policy on Materiality of Materiality ofRelated Party Transactions

2) Approval including omnibus approvalof Audit Committee

3) Approval for Material related partytransactions

8 Subsidiaries of the Company 24 N.A 1) Composition of Board of Directors ofunlisted material subsidiary

Yes 2) Review of financial statements ofunlisted subsidiary by the AuditCommittee

3) Significant transactions andarrangements of unlisted subsidiary

9 Obligations with respect to 25 Yes 1) Maximum Directorships and TenureIndependent Directors 2) Meetings of Independent Director

3) Familiarization of IndependentDirectors

10 Obligations with respect to 26 Yes 1) Memberships/Chairmanships inIn Directors and Senior CommitteeManagement 2) Affirmation on Compliance of Code

of Conduct of Directors and Seniormanagement

3) Disclosure of shareholding by non-executive directors

4) Disclosure by senior management ofabout potential conflicts of interest

11 Other Corporate 27 Yes Filing of quarterly compliance report onGovernance Requirements Corporate Governance

12 Website 46(2) Yes 1) Terms and conditions forappointment of IndependentDirectors

2) Compositions of various Committeesof the Board of Directors

3) Code of Conduct of Board ofDirectors and Senior ManagementPersonnel



4) Details of establishment of VigilMechanism/ Whistle Blower policy

5) Policy on dealing with Related PartyTransactions

6) Policy for determining materialsubsidiaries

7) Details of familiarisationprogrammesimparted to Independent Directors

XIII) DEMATERIALISATION OF SHARES

The dematerialization facility exists with both the NSDL and CDSL for the convenience of shareholders. As on 31st March,2017, equity shares representing 99.6% of our Company’s Equity Shares Capital have been de-materialized.

MODE OF HOLDING NO. OF SHARES PERCENTAGE

NSDL 268618299 71.039CDSL 108068091 28.58Physical 1436448 0.39

XIV) LIQUIDITY

The Company’s Equity share are among the most liquid and actively traded shares on BSE & NSE. Castex’s sharesconsistently rank among the top few frequently traded shares, both in terms of the number of shares traded as well asvalue.

Relevant data for the average daily turnover for the period under review is given below:

BSE NSE TOTAL

Shares (nos.) 703969 2091500 2795469

Value (in Lakhs) 6863438 19670318 26533756

XV) PLANT LOCATION

The Company’s plants are located in Haryana, Himachal Pradesh and Rajasthan.

XVI) INVESTORS CORRESPONDENCE MAY BE ADDRESSED TO :-

Ms. Bhavya Sehra Beetal Financial & Computer Services Pvt. LtdCompany Secretary & Compliance Officer (Registrar & Shares Transfer Agent)3, Local Shopping Complex, Beetal House 3rd Floor, 99, Madangir,Pamposh Enclave, Greater Kailash-I, Behind L.S.C, New Delhi-110062New Delhi-110048 Tel.: (+91) 11-2996 1281-82Ph.: 011-42344444 Fax: (+91) 11-2996 1284E-mail Id: [email protected] E-mail Id: [email protected]


(Sanjay Chhabra)Place : New Delhi ChairmanDate : 25.08.2017 DIN: 01237026



DECLARATION BY CEO UNDER REGULATION 34(3) OF THE SEBI (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATIONS, 2015.

As required under SEBI (Listing Obligations and Disclosure requirements) Regulations, 2015, it is hereby confirmedthat for the period ended 31st March, 2017, the Director’s of Castex Technologies Limited have affirmed compliancewith the Code of Conduct for Board Members as applicable to them and members of the senior management haveaffirmed compliance with Employee Code of Conduct, as applicable to them.

Place : New Delhi (John Ernest Flintham)Date : 25.08.2017 Managing Director

AUDITORS’ REPORT ON COMPLIANCE OF CONDITIONS OFCORPORATE GOVERNANCE

ToThe ShareholdersCastex Technologies Limited

We have examined the Compliance of conditions of Corporate Governance by Castex Technologies Limited for theyear ended on 31st March, 2017 as stipulated in SEBI (Listing Obligations and Disclosure requirements) Regulations,2015.

The compliance of conditions of Corporate Governance is the responsibility of the management. Our examinationwas limited to procedures and implementation thereof, adopted by the Company for ensuring the compliance of theconditions of Corporate Governance. It is neither an audit nor an expression of opinion on the financial statementsof the Company.

In our opinion and to the best of our information and according to the explanations given to us, we certify that theCompany has complied in all material respects with the conditions of Corporate Governance as stipulated in theabove-mentioned Listing Agreement.

As required by the Guidance Note issued by the Institute of Chartered Accountants of India, we state that theshareholders/ Investors Grievance Committee has maintain records to show the Investors Grievance and certify thatas at 31.03.2017, there were no investors grievance remaining unattended/pending for more than 30 days.

We further state that such compliances are neither an assurance as to the future viability of the Company not to theefficiency or effectiveness with which the management has conducted the affairs of the Company.

For Manoj Mohan & Associates Chartered AccountantsFirm Regn. No. 009195C

Place : New Delhi (M. K. Agarwal)Date : 25.08.2017 Partner

Membership No -76980



CEO/CFO CERTIFICATE

We, John Ernest Flintham, Managing Director and Mr. Darshan Prasad Yadav, CFO, responsible for the financefunctions certify that:

a) We have reviewed the financial statements and cash flow statement for the year ended 31st March, 2017, andto the best of our knowledge and belief:-

I. These statements do not contain any materially untrue statements or omit any material fact or containstatements that might be misleading;

II. These statements together, present a true and fair view of the Company’s affairs and are in compliancewith existing Accounting Standards, applicable laws and regulations.

b) To the best of our knowledge and belief, no transactions entered into by the Company during the year ended31st March, 2017, are fraudulent, illegal or violation of the Company’s code of conduct.

c) We accept responsibility for establishing and maintaining internal controls for financial reporting and we haveevaluated the effectiveness of the internal control systems of the Company pertaining to the financial reporting.Deficiencies in the design or operation of such internal controls, if any, of which we are aware, have beendisclosed to the auditors and the Audit Committee and steps have been taken to rectify these deficiencies.

d) I) There has not been any significant change in internal control over financial reporting during the yearunder reference;

II) That there are changes in accounting policies during the year on account of INDAS adoption and thesame have been disclosed in the notes to financial statements; and

III) We are not aware of any instance during the year of significant fraud with involvement therein of themanagement or any employee having a significant role in the Company’s internal control system overfinancial reporting.

Place : New Delhi Darshan Prasad Yadav John Ernest FlinthamDate : 25.08.2017 CFO Managing Director



MANAGEMENT DISCUSSION AND ANALYSIS REPORT

1. GLOBAL ECONOMIC OVERVIEW

After a lack lustrous outturn in 2016, economic activity is projected to pick up pace in 2017 and 2018, especially inemerging market and developing economies. With these caveats, the aggregate growth estimates and projections for2017–18 remain unchanged relative to 2016-17. The outlook for advanced economies has improved for 2017–18, reflectingsomewhat stronger activity in the second half of 2017 as well as a projected fiscal stimulus in the United States. Growthprospects have marginally worsened for emerging market and developing economies, where financial conditions havegenerally tightened. The near-term growth prospects were revised up for China, due to expected policy stimulus, but wererevised down for a number of other large economies - most notably India, Brazil, and Mexico.

Global growth is projected to accelerate to 2.7 percent in the current Fiscal and further strengthen to 2.9 percent in 2018-19, in line with previous projections. However, the world economy continues to face a number of downside risks. Thisincludes increased protectionism, heightened policy uncertainty, the possibility of financial market turbulence, and, overthe longer run, weaker potential growth. These risks highlight the urgency for policymakers in emerging market anddeveloping economies to rebuild macroeconomic policy space and implement policies that support investment and trade.

Figure 1 – Global Growth

Economic Survey: 2016-2017 Ministry of Finance

2. INDIAN ECONOMIC OVERVIEW

On the domestic front, India remained the fastest growing major economy in the world, after surpassing China last year.Gross Domestic Product growth rate was 7.1% for FY 2016-17, supported by strong consumption growth and governmentspending. Inflation eased sharply led by a decline in food inflation amidst government’s astute food management,facilitating a 50 basis points rate cut by the RBI in FY 2016-17 before it adopted a neutral stance. Diminishing vulnerabilitieson the external and fiscal front with FY 2016-17(April -December) current account deficit at 0.7% of GDP and Government’scommitment to fiscal consolidation reinstated investor confidence in the economy, resulting in record Net Foreign DirectInvestment of US$35.9 billion in FY 2016-17.

Against the backdrop of robust macro-economic stability, the year was also marked by two significant economic measuresby the government. Government’s demonetisation move to counter the shadow economy and promote cashless economyhas boosted digital payments in the country. Demonetisation has had short-term costs but holds the potential for longtermbenefits. Follow-up actions to minimize the costs and maximise the benefits include: fast, demand-driven, remonetisation;further tax reforms, including bringing land and real estate into the GST, reducing tax rates and stamp duties; and actingto allay anxieties about over-zealous tax administration. These actions would allow growth to return to trend in 2017-18,following a temporary decline in 2016-17.

The Goods and Services Tax (GST) - constitution amendment bill, passed by the government, to be implemented fromJuly 1st, 2017 will have a significant impact on the taxation structure in the country. The GST will create a common Indianmarket, improve tax compliance and governance, and boost investment and growth; it is also a bold new experiment



in the governance of India’s cooperative federalism. The reform process would further help boost India’s position in theglobal arena.

Global oil demand growth remained robust at 1.6 million barrels per day in 2016 led by a 3.3% y-o-y growth in demandfrom the non-OECD countries. Gasoline demand trends remained robust contributing around 40% of global oil demandgrowth. US, China and India accounted for 60% of the global gasoline demand growth. Global oil price strengthened inFY 2016-17, supported by the OPEC non-OPEC co-operation to cut oil production in the last quarter of CY 2016.

India became the second largest contributor to the global oil demand growth in terms of incremental oil demand. Indiaalso overtook Japan as the world’s third largest oil consumer, after USA and China.

The foreign exchange reserves is likely to cross US$400 billion by September. The pace of forex accretion has been thestrongest since 2015 and this has also been one of the strongest in Asia ex-Japan in the past 12 months

3. GLOBAL AUTOMOBILE INDUSTRY

Based on strong growth in production and sales of automobiles in the first quarter of 2017 in most of the key regionsaround world, there is optimism that this year will see continued gains for the global automotive industry.

The Western European car market ended the first quarter up more than 7% compared to the same period in 2016,recording 3.9 million new registrations. All of the five largest individual markets expanded, with Italy enjoying the strongestgrowth at 18%. Double digit growth was also recorded in Spain at 13% and Germany at 11%, with the United Kingdomup at 8% and France at 7%. Total light vehicle production in the EU was up at 3% to 5,016 million units in the first quarterof 2017. USA and Canada saw declines in vehicle production with the US slipping by 1.9% to 3,017 million and Canadadown 4.5% to 601,443.

In the Asia-Pacific region, sales for the first quarter were 6.9%, ahead of the same period in 2016, with 11.37 million unitsor 47.5% of the global market. China performed strongly again in the first quarter with production and sales of passengercars rising to 7.133 million and 7,002 million respectively, representing increases of 8% and 7% year-on-year. Japanreported a healthy increase of 7.9% in passenger car production in the first quarter to reach 2,200 million units; with totalvehicle production, including trucks and buses, up 6.5% to 2,545 million.Vehicle sales in Japan increased, by almost 8%in the quarter to March, reaching over 1.3 million.

In India, sales of passenger cars were up 11%, when compared with the same period last year, at 803,200 vehicles. Inthe reporting period April 2016–March 2017 production of passenger cars and commercial vehicles in India increasedby 5.8% to 4,502 million of which 3,791 million were cars.

4. INDIAN AUTOMOBILE INDUSTRY

The Indian auto industry is one of the largest in the world. The industry accounts for 7.1 per cent of the country’s GrossDomestic Product (GDP). The Two Wheelers segment with 81 per cent market share is the leader of the Indian Automobilemarket owing to a growing middle class and a young population. Moreover, the growing interest of the companies inexploring the rural markets further aided the growth of the sector. The overall Passenger Vehicle segment has 13 per centmarket share.

Domestic Sales

� Sales of Passenger Vehicles grew by 9.23% in April-March 2017 over the same period last year. Within thePassenger Vehicles segment, Passenger Cars, Utility Vehicles and Vans grew by 3.85%, 29.91% and 2.37%respectively during April-March 2017 over the sameperiod last year.

� The overall Commercial Vehicles segment registered growth of 4.16% in April-March 2017 as compared to thesame period last year. Medium & Heavy Commercial Vehicles (M&HCVs) grew by 0.04% and Light CommercialVehicles grew by 7.41%. Three Wheelers sales declined by 4.93% in April-March 2017 over the same period lastyear. Passenger Carrier sales declined by 8.83% and Goods Carrier sales grew by 12.75% in April-March 2017over April-March 2016.

� Two Wheelers sales grew by 6.89% during April-March 2017 over April-March 2016. Within the Two Wheelerssegment, Scooters, Motorcycles and Mopeds grew by 11.39%, 3.68% and 23.02% respectively in April-March 2017over the corresponding period of lastyear.



Figure 2 - Automotive Production Trends

India is also a prominent auto exporter and has strong export growth expectations for the near future. In April-March 2017,overall automobile exports grew by 1.91 per cent. PV, Commercial Vehicles, and Two Wheelers registered a growth of9.17 per cent, 3.03 per cent, and 8.29 per cent respectively during first quarter of 2017. In addition, several initiatives bythe Government of India and the major automobile players in the Indian market are expected to make India a leaderin the Two Wheeler and Four Wheeler market in the world by 2020.

The government aims to develop India as a global manufacturing as well as a research and development (R&D) hub.It has set up National Automotive Testing and R&D Infrastructure Project (NATRIP) centres as well as a National AutomotiveBoard to act as facilitator between the government and the industry.Alternative fuel has the potential to provide for thecountry’s energy demand in the auto sector as the CNG distribution network in India is expected to rise to 250 cities in2018 from 125 cities in 2014. Also, the luxury car market could register high growth and is expected to reach 150,000units by 2020.

Figure 3 - Domestic Sales Trends

Figure 4 - Exports Trends



5. AUTOMOBILE COMPONENTS INDUSTRY

The Indian auto-components industry has experienced healthy growth over the last few years. Some of the factorsattributable to this include: a buoyant end-user market, improved consumer sentiment and return of adequate liquidityin the financial system.

The auto-components industry accounts for almost 7 per cent of India’s Gross Domestic Product (GDP) and employs asmany as 19 million people, both directly and indirectly. A stable government framework, increased purchasing power,large domestic market, and an ever increasing development in infrastructure have made India a favourable destinationfor investment.

Europe36%

Asia25%

Africa6%

North America25%

South America4%

Central America

3% Others1%

Figure 5 - Indian Automotive Component Exports by GeographyMarket SizeOver the last decade, the automotive components industry has scaled three times to US$ 39 billion in 2015-16 whileexports have grown even faster to US$ 10.8 billion. This has been driven by strong growth in the domestic market andincreasing globalisation (including exports) of several Indian suppliers.The Indian Auto Component industry is expected to grow by 8-10 per cent in FY 2017-18, based on higher localisationby Original Equipment Manufacturers (OEM), higher component content per vehicle, and rising exports from India, as perICRA Limited.According to the Automotive Component Manufacturers Association of India (ACMA), the Indian auto-components industryis expected to register a turnover of US$ 100 billion by 2020 backed by strong exports ranging between US$ 80-US$ 100billion by 2026, from the current US$ 11.2 billion.The Government of India’s Automotive Mission Plan (AMP) 2006–2016 has come a long way in ensuring growth for thesector. It is expected that this sector’s contribution to the GDP will reach US$ 145 billion in 2016 due to the government’sspecial focus on exports of small cars, multi-utility vehicles (MUVs), two and three-wheelers and auto components.Separately, the deregulation of FDI in this sector has also helped foreign companies to make large investments in India.The Government of India’s Automotive Mission Plan (AMP) 2016–2026 envisages creation of an additional 50 million jobsalong with an ambitious target ofincreasing the value of the output of the sector to up to US$ 282.65 billion.The Indian auto-components industry is set to become the third largest in the world by 2025. Indian auto-componentmakers are well positioned to benefit from the globalisation of the sector as exports potential could be increased by upto four times to US$ 40 billion by 2020 accounting for as much as 26 per cent of the market.

Figure 6 - Indian Automotive Components Industry: Exports



PVs45%

Tractors8%

Others2%

Backhoe Loaders2%

Two Wheelers21%

Three Wheelers4%

HCV 8%

MCV5%

LCV4%

SCV1%

Figure 7 - Indian Automotive Components Supply to OEMs by End Market

Source: ACMA

6. SWOT ANALYSIS

A. Strengths

Geographical spread of operations in India allowsproximity to a large and diversified customer base.

Largest Iron casting player in the country with capabilityto produce five grades of iron castings

One of the best metallurgical laboratory in India with keymachines such as spectrometer, microscope with imageanalyser, storohlinappartus/ ferro excel lab & precisionsand testing equipment.

Proximity to all major OEM’s coupled with consistenttrack record of deliveries manifested by their increasedlevels of localisation in India.

State of art, in-house tool design and 3D modelling/simulation software with key machines such as CNC,VMC etc.

One of the few Indian companies in India having highpressure automatic moulding lines in both horizontaland vertical technologies.

Trusted partner and strategic Tier I supplier to leadingOEMs. It has well establishedstrategic relationships mostOEMs across the country and abroad.

Well positioned to cater to growing demand of automobileindustry in India coupled with a large Scale of operationsallowingeconomies of scale.

B. Weaknesses

Automotive operations are directly dependent on generaleconomic conditions across key global markets.

Signs of melting demand for Automotives in America,South Africa, Eastern Europe etc.

Prices and availability of raw materials like steel, non-ferrous alloys, precious metals, petroleum products aredependent on various environmental factors and anyunforseen or sudden spike in the cost of these itemscould impact profitability.

The liquidity continues to remain under stress coupledwith availability of fresh working capital funds being amajor challenge has led to low capacity utilisationsthereby impacting profitability.

High cost of production.



Dedicated R&D team focused on development &acquisition of new technologies relevant for future productportfolio.

Skilled, experienced and diversified workforce with provencredentials.

C. Threats

Political instability, wars, terrorism, multinational conflicts,natural disasters, fuel shortages and their prices allpresent business risk.

Due to global integration of automobile supply chains theindustry has become highly competitive with OEM’scontinously scanning the market for lower prices andbetter terms.

Iron Scrap being one of the main Raw Material is sourcedfrom scrap dealers which operate in an unorganisedsector giving rise to uncertainties.

Changing technologies have led to shortening of life cyclesof new vehicles.

Imposition of additional taxes and levies designed tolimit use of automobiles could adversly affect demand.

Presence of large number of players in the automobileindustry has resulted in extensive competition thusenhancing scope for eating into share of business ofother players.

General law and order problems.

D. Opportunities

Strong economic growth in India and other growthmarkets like China, Southeast Asia and North Africa -resultant demand for Automobiles.

Indian Government’s focus on improving ease of doingbusiness with its “Make in India” initiative to transformIndia into a global manufacturing hub.

GOI’s emphasis on substitution of imported goods sectorssuch as railways and defence are expected to turntowards Indian Conpanies for procurement.

Diversification towards forward integration.

The 7th Pay Commission may act as a multiplier ofdemand for the Automotive sector.

Strategicalliances and partnering could be asmartstrategyresulting in specialised capabilities differentialofferings.

7. STRATEGY AND OUTLOOK

Over the last decade, the automotive components industry has scaled three times to $42 billion in 2016 while exportshave grown even faster to $12 billion approximately. This has been driven by strong growth in the domestic market andincreasing globalisation of several Indian suppliers including exports. However, there is room for growth as Indian exportsstill form only 1% of global automotive components exports.

Indeed, the industry has the potential to grow five-fold from $42 billion in 2016 to $180-200 billion in size by 2026, andcould reach 10% of India’s manufacturing GDP. To achieve this potential, the automotive components industry will needto attract $80-100 billion worth of investments and ensure skill development of the existing talent pool. By 2026, the Indianauto components industry could mature into being the ‘frugal innovator’ for the world and propel the ‘Make in India’movement into ‘Quality in India’, and witness many global MNC component suppliers ‘manufacturing in India for theworld’.The Indian automotive industry is showing positive signswith moderate growth in the passenger vehicle andtwowheeler segments. During the year, OEMs launched newmodels with additional functionalities and features toattractcustomers.

� Government Initiatives:-

Favourable government policies such as Auto Policy 2002, Automotive Mission Plan 2006-2016, National AutomotiveTesting and R&D Infrastructure Projects (NATRiPs), have helped the Indian auto components industry achieveconsiderable growth.India is emerging as global hub for auto component sourcing. A cost-effective manufacturingbase keeps costs lower by 10-25 per cent relative to operations in Europe and Latin America. Relative to competitors,India is geographically closer to key automotive markets like the Middle East and Europe. Global auto componentplayers are increasingly adopting a dual-shore manufacturing model, using overseas facilities to manufacture fewtypes of components and Indian facilities to manufacture the others.



� Road Ahead:-

The rapidly globalising world is opening up newer avenues for the transportation industry, especially while it makesa shift towards electric, electronic and hybrid cars, which are deemed more efficient, safe and reliable modes oftransportation. Over the next decade, this will lead to newer verticals and opportunities for auto-componentmanufacturers, who would need to adapt to the change via systematic research and development.

� CTL - Way Forward:-

Your Company is currently engaged in formulating a scheme for debt restructuring, discussed herein at point no.11, which will be submitted in due course, for approvalto the lenders forum.Successful implementation of theproposed debt restructuring scheme would go a long way in opening the doors to vast opportunities for growthin business. Sustainable debt obligations would ease the stress on liquidity thereby releasing precious resourcesfor working capital requirements causing current low capacity utilisation to be scaled-up to optimum levels. Thecurrent order book and the demand fromOEM’s achieving the installed capacity utilisation is not perceived to bedifficult.

CTL plans to invest in low cost automation for better efficiency, consistency and output in manual processes andcopuled with value addition to casting products by performing painting, pre-machining, full machining and assembly,as per customer requirements shall improve revenues an profitability. The Company shall endeavour to add andmove towards high end, critical and high value and special alloy products i.e., turbine and bearing housings, casedifferentials, cylinder blocks and heads.

� Goal:-The Indian auto-components industry is set to become the third largest in the world by 2025. The long termoutlook remains positive for the automotiveindustry with all major global players having a base in Indiaformanufacturing, global sourcing as well as engineering.Correction in fuel prices and lower finance cost shouldfurtheradd domestic growth in the short to mediumterm. Regular product launches planned by OEMs willkeep customerexcitement levels up and create demandwhich is favourable for the overall industry growth.Your Company, in spiteof the challenges, is well positioned to benefit from the globalisation of the sector as exports potential is harnessedto achieve the above.

The Amtek Business Excellence Program, which your Company started in 2014, has facilitated a highly successfulimplementation of lean manufacturing processes. It remains the driving force behind CTL’s cost controls andproductivity initiatives, and is a key attribute of the Company’s business strategy. CTL has also taken up certain otherstrategic initiatives such as realigning the product mix and expanding the product range to increase the share ofour value added product offering. Other initiatives centre round the overall fiscal control,quality improvement, up-gradation in technology and research & development. Your Company also continues to focus on cost reductionand isconfident that these initiatives, in particular the new set of products that are being developed, will help CTLto remain competitive in the market place.

8. Castex Capabilities and Achievements

India’s largest Iron Casting player, CTL has witnessed the steady change in technology especially in the ferrous castingprocess and kept pace with ever increasing demand for better quality iron castings by OEMs with latest equipment andtechnology. CTL’s key technological capabilities are:

� Highly automated casting operations with automatic pouring system and semi-automatic core shooter.

� Capability to produce 5 grades of iron castings.

� State of art, in-house tool design and 3D modelling/ simulation software with key machines such as CNC, VMCetc.

� High pressure automatic moulding lines in both horizontal and vertical technologies. It is one of the few Indiancompanies to have these latest machines

� Semi-automated core shop and fettling shop.

� Medium frequency Induction furnaces from leading equipment manufacturers such as Inductotherm and ABB

� One of the best metallurgical laboratory in India with key machines such as spectrometer, microscope with imageanalyser, storohlinappartus/ ferro excel lab & precision sand testing equipment



� One of the best design and die shop alongwith automated moulding and casing lines.

� Thin walled capability for cylinder blocks and heads.

� One of the largest and best flywheel casting facilities in India.

� Turbo Charger Housing. Capability to mould on high speed vertical casting lines yielding better yield and weightreduction benefits.

� Transmission and differential housings are ductile iron parts which need special casting facilities present with us.

9. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an adequate system of internal controls in place. It has documented policies and procedures coveringall financial and operating functions. These controls have been designed to provide a reasonable assurance with regardto maintaining of proper accounting controls for ensuring reliability of financial reporting, monitoring of operations,protecting assets from unauthorized use or losses, compliances with regulations. The Company has continued its effortsto align all its processes and controls with global best practices.

Some significant features of the internal control of systems are:

� The Audit Committee of the Board of Directors, regularly reviews the audit plans, significant audit findings, adequacyof internal controls, compliance with accounting standards as well as reasons for changes in accounting policiesand practices, if any;

� Documentation of major business processes and testing thereof including financial closing, computer controls andentity level controls, as part of compliance programme;

� State-of-the-art Enterprise Resource Planning, supplier relations management and customer relations managementconnect the Company’s different locations, dealers and vendors for efficient and seamless information exchange.The Company also maintains a comprehensive information security policy and undertakes continuous upgradesto its IT systems;

� Detailed business plans for each segment, investment strategies, year-on-year reviews, annual financial andoperating plans and monthly monitoring are part of the established practices for all operating and service functions;

� A well-established, independent, multi-disciplinary Internal Audit team operates in line with governance bestpractices. It reviews and reports to management and the Audit Committee about compliance with internal controlsand the efficiency and effectiveness of operations as well as the key process risks. The scope and authority of theInternal Audit division is derived from the Audit Charter, duly approved by the Audit Committee; and Anti-fraudprogrammes including whistle blower mechanisms are operative across the Company.

The Board takes responsibility for the overall process of risk management throughout the organisation. Through anEnterprise Risk Management programme, the Company’s business units and corporate functions address opportunitiesand the attendant risks through an institutionalised approach aligned to the Company’s objectives. This is also facilitatedby internal audit. The Business risk is managed through cross functional involvement and communication acrossbusinesses. The results of the risk assessment and residual risks are presented to the senior management. The AuditCommittee reviews business risk areas covering operational, financial, strategic and regulatory risks.

During Fiscal 2017, the Company conducted an assessment of the effectiveness of the Internal Control over FinancialReporting and has determined that the Company’s Internal Control over Financial Reporting as at March 31, 2017 iseffective.

10. DISCUSSION ON FINANCIAL PERFORMANCE WITH RESPECT TO OPERATIONAL PERFORMANCE

CTL’s performance in the last fiscal year is a reflection of the challenges faced by the automotive industry in India andcertain other regions internationally. In the financial year ending 31st March, 2017, the consolidated revenues of theCompany were at Rs. 14,686 million.

The Consolidated EBITDA, before exceptional items, for the financial year ended 31st March, 2017 stood at Rs. 2,336millionat a margin of 16 percent. The management,during this period, remained focused on cost optimisation and valueenhancement.

The consolidated loss after tax for the FY’17 before minority interest and associate income was Rs. 11,884 million.



11. FINANCIAL CONDITION

CTL monitors its financial position regularly and optimises its cash resources through a robust cash management system.However, despite this the Company is experiencing a stress on the cash flows with the result that during the financialyear 2016-17, your Company has been unable to meet all its debt obligations. The Company has had various rounds ofdiscussions with the lenders and is currently engaged in formulating a scheme for debt restructuring which will besubmitted to the lenders forum.In this regard the Company is co-ordinating with the lead lenders for sucessful implementationof the proposed debt restructuring scheme.

It is envisaged, that your Company, post sucessful implementation of the proposed debt restructuring scheme, will emergeas a much stronger Company with an improved capital structure and poised for growth. The Company would like to thankits lenders for their continuous support.

12. DEBT POSITION

As of March 31, the Company had consolidated debt of Rs. 62849 million comprising Rs. 113 million of long term debtand Rs. 62736 of short term borrowings. Cash and equivalents stood at Rs. 109 million, translating into net debt of Rs.62740 million.

13. HUMAN RESOURCES

Human Resource is the most vital factor to achieve the goals of any organization. Your company’s human resource policyprovidesan environment that motivates its employees to realise their full potential. Your Company respects each employee,motivatesthem and try to offer opportunities based on their skill sets and in this process builds mutually benefiting relationsbetween the Company and its employees.

Your company has put in place a policy that not only increases productivity but also increases jobsatisfaction of itsemployees.Your company has placed a recruitment system in the organisation wherein a right candidate with right skillsis recruited for a position. Your company has established systems, which aims to provide training to employees at everylevel of the organisationthat leads to quality work output in their assigned work in turn helping in improving the bottom-line of your company.

14. STATUTORY COMPLIANCE

The Whole Time Director makes a declaration to the Board of Directors every quarter regarding compliance with provisionsof various statutes as applicable. The Company Secretary ensures compliance with the Companies Act, 2013, SEBI (ListingObligations and Disclosure Requirements) Regulations, 2015 and compliance with the guidelines on insider trading forprevention of the same.

15. CAUTION STATEMENT

The statements in this Management Discussion and Analysis Report describing the Company’s objectives, projections,estimates andexpectations, may be forward looking statements within the meaning of applicable laws and regulationsand the actual results, performance might differ materially from those expressed or implied herein.The Company is notunder any obligation to publicly amend, modify or revise any such forward looking statements on the basisof anysubsequent developments, information or events.


(Sanjay Chhabra)Place : New Delhi ChairmanDate : 25.08.2017 DIN: 01237026



Independent Auditor’s ReportTo the Members of Castex Technologies LimitedReport on the Standalone Ind AS Financial StatementsWe have audited the accompanying standalone Ind AS financial statements of Castex Technologies Limited (‘theCompany’), which comprise the balance sheet as at 31st March 2017, the statement of profit and loss [including othercomprehensive income], the statement of cash flows and the statement of changes in equity for the year then ended,and a summary of the significant accounting policies and other explanatory information.Management’s Responsibility for the standalone Ind AS Financial StatementsThe company’s board of directors is responsible for the matters specified in section 134(5) of the Companies Act, 2013(“the Act”) with respect to the preparation of these standalone Ind AS financial statements that give a true and fair viewof the financial position, financial performance [including other comprehensive income], cash flows and changes inequity of the company in accordance with the accounting principles generally accepted in India, including the Indianaccounting standards [Ind AS] prescribed under section 133 of the Act, read with relevant rules issued thereunder.This responsibility also includes the maintenance of adequate accounting records in accordance with the provisionsof the Act for safeguarding of the assets of the company and for preventing and detecting the frauds and otherirregularities; selection and application of appropriate accounting policies; making judgments and estimates that arereasonable and prudent; and design, implementation and maintenance of adequate internal financial control, that wereoperating effectively for ensuring the accuracy and completeness of the accounting records, relevant to the preparationand presentation of the standalone Ind AS financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.Auditor’s ResponsibilityOur responsibility is to express an opinion on these standalone Ind AS financial statements based on our audit.In conducting our audit, we have taken into account the provisions of the Act, the accounting and auditing standardsand matters which are required to be included in the audit report under the provisions of the Act and the Rules madethereunder.We conducted our audit of the standalone Ind AS financial statements in accordance with the Standards on Auditingspecified under Section 143(10) of the Act. Those Standards require that we comply with ethical requirements and planand perform the audit to obtain reasonable assurance about whether the standalone Ins AS financial statements arefree from material misstatements.An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in thestandalone Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the standalone Ind AS financial statements, whether due to fraudor error. In making those risk assessments, the auditor considers internal financial control relevant to the company’spreparation of the standalone Ind AS financial statements that give a true and fair view in order to design auditprocedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness of theaccounting policies used and the reasonableness of the accounting estimates made by the company’s directors, aswell as evaluating the overall presentation of the standalone Ind AS financial statements.We believe that the audit evidence, we have obtained, is sufficient and appropriate to provide a basis for our qualifiedaudit opinion on the standalone Ind AS financial statements.Basis for qualified opinionAs explained in note no. 3.12 to the standalone Ind AS financial statements regarding inventories not moved for lastover one year amounting to Rs. 38,550.68 Lakhs. Since the company has not obtained any technical / market /commercial evaluation for the same, we are unable to comment on the realizable value of the same, which may belower than the amount at which it has been reflected in the balance sheet.Qualified OpinionIn our opinion and to the best of our information and according to the explanations given to us, except for the mattersstated in the Basis for qualified opinion as given herein above, the effect of which is not ascertainable, the aforesaidstandalone Ind AS financial statements, give the information required by the Act in the manner so required and givea true and fair view in conformity with the accounting principles generally accepted in India including the Ind AS, ofthe state of affairs of the company as at March 31, 2017 and its loss for the year ended March 31, 2017, totalcomprehensive income, its cash flows and the changes in equity for the year ended on that date.



Report on other Legal and Regulatory Requirements1. As required by the Companies (Auditor’s Report) Order, 2016 (“the Order”) issued by the Central Government of

India in exercise of powers conferred by sub section (11) of section 143 of the act, we give in annexure A, astatement on the matters specified in paragraph 3 & 4 of the Order, to the extent applicable.

2. As required by section 143(3) of the Act, we report that:

(a) Except for the matters described in the Basis of qualified opinion above, we have sought and obtainedall the information and explanations which to the best of our knowledge and belief were necessary forthe purposes of our audit;

(b) In our opinion, except for the matters described in Basis for qualified opinion above, proper books ofaccount as required by law have been kept by the company so far as it appears from our examinationof those books;

(c) The balance sheet, the statement of profit and loss [including other comprehensive income], the cash flowstatement and the statement of changes in equity dealt with by this report are in agreement with therelevant books of account;

(d) In our opinion, except for the matters described in the Basis of qualified opinion above, the aforesaidstandalone Ind AS financial statements comply with the Indian Accounting Standards specified undersection 133 of the Act, read with the relevant rules thereunder;

(e) In our opinion, the matters described in the Basis for qualified opinion above may have adverse effecton the functioning of the company.

(f) On the basis of the written representations received from the directors as on 31st March 2017 and takenon record by the board of directors, none of the directors is disqualified as on March 31, 2017, from beingappointed as a director in terms of Section 164 (2) of the Act; and

(g) with respect to the adequacy of the internal financial controls over financial reporting of the company andthe operating effectiveness of such controls, refer to our separate report in “Annexure B”. Our reportexpresses an unmodified opinion on the adequacy and the operating effectiveness of the company’sinternal financial controls over financial reporting; and

(h) With respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014 as amended, in our opinion and to the best of our informationand according to the explanations given to us:

i. The company has disclosed the impact of pending litigations on its financial position in itsstandalone Ind AS financial statements [Refer Note no. 3.26.4].

ii. the company did not have any long-term contracts including derivative contracts for which therewere any material foreseeable losses.

iii. there were no amounts which were required to be transferred to the Investor Education andProtection Fund by the company.

iv. the company has provided requisite disclosures in its standalone Ind AS financial statements asto holdings as well as dealings in specified bank notes during the period from 8th November 2016to 30th December 2016. Based on the audit procedures performed and the representations providedto us by the management, we report that the disclosures are in accordance with the booksof accounts maintained by the company and as produced to us by the management. [ReferNote No. 3.33]

For Manoj Mohan & AssociatesChartered AccountantsFirm’s registration number: 009195C

Manoj Kumar Agarwal[Partner]Membership Number: 076980

Place : New DelhiDated : June 10, 2017



Annexure - A to the Independent Auditors’ ReportThe Annexure referred to in Independent Auditors’ Report to the members of the Company on the standalone Ind ASfinancial statements for the year ended 31st March 2017.

(i) (a) The company has maintained proper records showing full particulars, including quantitative details andsituation of fixed assets.

(b) As explained to us, fixed assets, according to the practice of the company, have been physically verifiedby the management at reasonable intervals. In our opinion, the frequency of physical verification of fixedassets is reasonable having regard to the size of the Company and nature of its assets. According to theinformation and explanations given to us, no material discrepancies were noticed on such physicalverification.

(c) According to the information and explanations given to us and on the basis of our examination of therecords of the company, the title deeds of immovable properties are held in the name of the company.

(ii) We have been informed that the inventories are physically verified during the year by the management atreasonable intervals. The frequency of physical verification, in our opinion, is reasonable having regard to thesize of the company and nature of its business. The discrepancies noticed on verification between the physicalinventories and the book records were not material in relation to the operation of the company and the samehave been properly dealt with in the books of account.

(iii) The company, during the year, has not granted any loans, secured or unsecured, to companies, firms, LimitedLiability Partnerships or other parties covered in the register maintained under section 189 of the CompaniesAct, 2013 (‘the Act’). Accordingly, paragraph 3(iii) of the Order is not applicable to the company.

(iv) In our opinion and according to the information and explanations given to us, the company has complied withthe provisions of section 185 and 186 of the Act, with respect to the loans, investments, guarantees and security.

(v) Since the company has not accepted any deposit from public, the directives issued by the Reserve Bank of Indiaand the provisions of section 73 to 76 or any other relevant provisions of the Companies Act, 2013 and the rulesframed there under with regard to the deposits accepted from the public are not applicable.

(vi) The Central Government has prescribed the maintenance of cost records under section (1) of section 148 of theCompanies Act, and on the basis of records produced before us for our verification; we are of the opinion that,prima facie, the prescribed accounts and cost records have been maintained. However we are neither requiredto carry out nor have carried out any detailed examination of such accounts & records.

(vii) (a) According to the information and explanations given to us and on the basis of our examination of therecords of the company, there had been delays in depositing undisputed statutory dues including providentfund, employees state insurance, income-tax, sales tax, service tax, duty of customs, duty of excise, valueadded tax, cess and other statutory dues with appropriate authorities during the year ended 31st March2017. The outstanding amount as on 31st March 2017 on account of statutory dues being Rs. 1581.02 Lakh.Accordingly to the information and explanations given to us, arrears of undisputed statutory dues outstandingfor more than six months as on the date of balance sheet i.e. March 31, 2017, were Rs. 170.55 Lakh

(b) According to the information and explanations given to us, and as per our verification of records of thecompany, the company has not paid / deposited following statutory dues on account of disputes:

S. No. Name of Statute Period to which Forum where Amountit pertains dispute is pending (Rs. In Lakh)

1 Income Tax Act, 1961 2006 to 2013 ITAT 1813.61

2 Sales Tax 2012 – 13 Excise & Taxation Officer, (H. P.) 1106.32

3 Service Tax 2007 CESTAT / Commissioner (A) 7.49

4 Excise Duty 2005 to 2016 CESTAT / Asstt. Commissioner / Commissioner (A) 307.30

Total 3234.72



(viii) According to the information and explanations given to us and as per our verification of the records of thecompany, there had been delays in payment of instalments and Interest of term loans, non-convertible debenturesand foreign currency loans to the banks / financial institutions, during the period. In view of the persistingdefaults, entire term loans amounting to Rs. 5,54,151.98 Lakhs [including interest due thereon] is under default.

(ix) According to the information and explanations given to us, and as per our verification of the records of thecompany, the company, during the year, has not raised moneys by way of initial public offer or further publicoffer (Including debt instruments). The term loans availed by the company have been applied for the purposefor which the loans were obtained.

(x) According to the information and explanations given to us, no fraud by the company or on the company by itsofficers or employees has been noticed or reported during the Year ended 31st March 2017.

(xi) According to the information and explanations give to us and based on our examination of the records of thecompany, the company has paid/provided for managerial remuneration in accordance with the requisiteapprovals mandated by the provisions of section 197 read with Schedule V to the Act.

(xii) In our opinion, and according to the information and explanations given to us, the company is not a Nidhicompany. Therefore, the provisions of Clause 3 (xii) of the Order are not applicable to the company.

(xiii) According to the information and explanations given to us and as per our verification of the records of thecompany all transactions with the related parties are in compliance with the Sections 177 and 188 of theCompanies Act, 2013 where applicable and the details have been disclosed in the Ind AS financial statementsas required by the applicable accounting standards.

(xiv) According to the information and explanations given to us and as per our verification of the records of thecompany, the company has not made any preferential allotment of shares.

(xv) According to the information and explanations given to us, and as per our verification of the records of thecompany, the company has not entered into any non-cash transactions with directors or persons connected withhim. Accordingly, the provisions of Clause 3 (xv) of the order are not applicable to the company.

(xvi) In our opinion, the company is not required to be registered under section 45-IA of the Reserve Bank of IndiaAct, 1934. Accordingly, the provisions of Clause 3 (xvi) of the order are not applicable to the company.




Annexure - B to the Independent Auditors’ ReportReport on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”) of Castex Technologies Limited

We have audited the internal financial controls over financial reporting of Castex Technologies Limited (“the Company”)as of 31st March 2017 in conjunction with our audit of the standalone Ind AS financial statements of the company forthe year ended on that date.

Management’s Responsibility for Internal Financial ControlsThe company’s management is responsible for establishing and maintaining internal financial controls based on theinternal control over financial reporting criteria established by the company considering the essential components ofinternal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issued bythe Institute of Chartered Accountants of India (“the Guidance Note”). These responsibilities include the design,implementation and maintenance of adequate internal financial controls that were operating effectively for ensuringthe orderly and efficient conduct of its business, including adherence to company’s policies, the safeguarding of its



assets, the prevention and detection of frauds and errors, the accuracy and completeness of the accounting records,and the timely preparation of reliable financial information, as required under the Companies Act, 2013.

Auditors’ ResponsibilityOur responsibility is to express an opinion on the company’s internal financial controls over financial reporting basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting (the “Guidance Note”) and the Standards on Auditing, issued by ICAI and deemed to beprescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit of internal financialcontrols, both applicable to an audit of Internal Financial Controls and, both issued by the Institute of CharteredAccountants of India. Those Standards and the Guidance Note require that we comply with ethical requirements andplan and perform the audit to obtain reasonable assurance about whether adequate internal financial controls overfinancial reporting was established and maintained and if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the standalone Ind AS financial statements, whether due to fraud or error. Webelieve that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinionon the company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial ReportingA company’s internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are being made onlyin accordance with authorisations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial ReportingBecause of the inherent limitations of internal financial controls over financial reporting, including the possibility ofcollusion or improper management override of controls, material misstatements due to error or fraud may occur andnot be detected. Also, projections of any evaluation of the internal financial controls over financial reporting to futureperiods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

OpinionIn our opinion to the best of our information and according to the explanations given to us, the company has, in allmaterial respects, an adequate internal financial controls system over financial reporting and such internal financialcontrols over financial reporting were operating effectively as at 31st March 2017, based on the internal control overfinancial reporting criteria established by the company considering the essential components of internal control statedin the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the Institute of CharteredAccountants of India.






BALANCE SHEET AS AT 31ST MARCH, 2017(Rupees In Lakhs)

Particulars Note No. As at As at As at31.03.2017 31.03.2016 30.09.2015

A ASSETS1 Non-Current Assets

(a) Property, Plant and Equipment 3.1 5,19,925.26 5,69,223.71 6,25,801.58(b) Capital work-in-progress 3.1 71,317.46 47,021.31 25.36(c ) Financial Assets

Investments 3.2 56,835.16 56,835.16 56,835.16Other Financial Assets 3.3 499.57 544.23 569.69

(d) Deferred Tax Assets (net) 3.4 42,524.78 – –(e ) Other Non-current Assets 3.5 54,562.07 50,621.42 76,741.93

––––––––––––––––––– ––––––––––––––––––– –––––––––––––––––––Sub Total-Non-Current Assets 7,45,664.30 7,24,245.83 7,59,973.82

––––––––––––––––––– ––––––––––––––––––– –––––––––––––––––––2 Current Assets

(a) Inventories 3.6 52,906.75 1,14,001.82 1,14,104.79(b) Financial Assets

Investments 3.7 45.09 777.85 2,584.07Trade Receivables 3.8 33,837.62 57,134.99 68,093.33Cash and Cash Equivalents 3.9 1,093.80 3,455.53 8,812.72

(c ) Other Financial Assets 3.10 268.64 382.57 427.01(d) Current Tax Assets (Net) 3.11 4,212.63 4,182.18 13,466.61(e ) Other Current Assets 3.12 54,216.76 19,313.20 2,500.26

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Current Assets 1,46,581.29 1,99,248.14 2,09,988.79

––––––––––––––––– ––––––––––––––––– –––––––––––––––––TOTAL-ASSETS 8,92,245.59 9,23,493.97 9,69,962.61

––––––––––––––––– ––––––––––––––––– –––––––––––––––––1 Equity

(a) Equity Share Capital 3.13 7,562.46 7,562.46 7,562.46(b) Other Equity 3.14 1,69,447.28 2,73,836.33 3,35,271.61

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Equity 1,77,009.74 2,81,398.79 3,42,834.07

––––––––––––––––– ––––––––––––––––– –––––––––––––––––2 Liabilities

Non-Current Liabilities(a) Financial Liabilities

Borrowings 3.15 1,130.84 3,56,188.82 3,59,800.61(b) Deferred Tax Liabilities (Net) 3.4 – 3,697.46 34,334.35(c ) Provisions 3.16 2,649.08 2,508.65 2,538.81(d) Other Non-Current Liabilities 3.17 12,178.32 7,458.84 –

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Non-Current Liabilities 15,958.24 3,69,853.77 3,96,673.77

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Current Liabilities(a) Financial Liabilities

Borrowings 3.18 1,29,157.27 1,23,547.90 1,28,228.94Trade Payables 3.19(i) Total outstanding dues of Micro enterprises & small enterprises 190.41 123.18 145.68(ii) Total outstanding dues other than Micro enterprises &

small enterprises 11,010.18 7,662.56 8,116.17(b) Other Financial Liabilities 3.20 5,54,244.64 1,38,372.66 90,036.50(c ) Other Current Liabilities 3.21 4,651.17 2,510.20 3,902.15(d) Provisions 3.22 23.94 24.91 25.33

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Current Liabilities 6,99,277.61 2,72,241.41 2,30,454.77

––––––––––––––––– ––––––––––––––––– –––––––––––––––––TOTAL EQUITY AND LIABILITIES 8,92,245.59 9,23,493.97 9,69,962.61

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Significant Accounting Policies & Notes on Financial Statements 1 to 3.34

For and on behalf of the BoardAs per our report of even date attachedFor Manoj Mohan & AssociatesChartered AccountantsICAI Firm Regd. No. 009195C

Sd/- Sd/- Sd/-(Manoj Kumar Agarwal) Sanjay Arora John Ernest FlinthamPartner Wholetime Director Managing DirectorMembership No. - 76980

Sd/- Sd/-Place : New Delhi Darshan Prasad Yadav Bhavya SehraDated : 10th June, 2017 Chief Financial Officer Company Secretary



STATEMENT OF PROFIT & LOSS PERIOD ENDED 31ST MARCH, 2017(Rupees in Lakhs)

Particulars Note No. For the Year Ended For the Six Months31.03.2017 Ended 31.03.2016

I. RevenueRevenue from operations 3.23 1,46,720.09 1,01,830.14Other Income 3.24 143.54 147.51

––––––––––––––––––– –––––––––––––––––––I I . Total Revenue 1,46,863.63 1,01,977.65

––––––––––––––––––– –––––––––––––––––––I I I . Expenses :Cost of Materials Consumed 3.25 99,820.78 75,501.62Changes in inventories of finished goods, work-in-progressand Stock-in-Trade 3.26 (2,744.58) (7,841.51)Employee benefit expenses 3.27 8,424.00 4,596.49Finance costs 3.27 80,505.61 39,800.07Depreciation and amortization expenses 3.27 52,651.14 23,917.06Other Expenses 3.27 18,781.15 12,190.05

––––––––––––––––––– –––––––––––––––––––IV. Total Expenses 2,57,438.10 1,48,163.78

––––––––––––––––––– –––––––––––––––––––V. Profit/(loss) before exceptional items and tax (II-IV) (1,10,574.47) (46,186.13)

––––––––––––––––––– –––––––––––––––––––VI. Exceptional Items [(Income)/Expense] 3.28 40,034.60 37,240.52VII. Profit/(loss) before tax (V - VI) (1,50,609.07) (83,426.65)VIII. Tax expense:

(1) Deferred tax (46,216.46) (30,694.99)(2) MAT reversal – 8,848.68

––––––––––––––––––– –––––––––––––––––––Total Tax Expenses (46,216.46) (21,846.31)

––––––––––––––––––– –––––––––––––––––––IX . Profit/(Loss) for the period from continuing operations (VII-VII) (1,04,392.61) (61,580.34)

––––––––––––––––––– –––––––––––––––––––X. Profit/(loss) from Discontinued operations (after tax) – –

––––––––––––––––––– –––––––––––––––––––XI . Profit/(loss) for the period (IX+X) (1,04,392.61) (61,580.34)

––––––––––––––––––– –––––––––––––––––––XI I . Other Comprehensive Income 3.29

A) (i) Items that will not be reclassified to profit or loss (2.22) 203.16(ii) Income tax relating to items that will not be reclasified to profit or loss 5.78 (58.10)

––––––––––––––––––– –––––––––––––––––––Total of Other comprehensive Income 3.56 145.06

––––––––––––––––––– –––––––––––––––––––XII I . Total Comprehensive Income/(Loss) for the period (X+XI)

(Comprising Profit (Loss) and Other Comprehensive Income for the period) (1,04,389.05) (61,435.28)––––––––––––––––––– –––––––––––––––––––

XIV. Earnings per equity share (for continuing operation):(1) Basic 3.30 (27.61) (16.29)(2) Diluted 3.30 (27.61) (16.29)

XV. Earning per equity share (for continuing & discontinued operation) :(1) Basic 3.30 (27.61) (16.29)(2) Diluted 3.30 (27.61) (16.29)

Significant Accounting Policies & Notes on Financial Statements 1 to 3.34






CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017(Rupees in Lakhs)

Particulars For the Year Ended For the Six Months Ended31.03.2017 31.03.2016

A CASH FLOW FROM OPERATING ACTIVITIES:Profit as per Profit & Loss Account (PBT) (150,609.07) (83,426.65)Add:Depreciation & Amortisation 52,651.14 23,917.06Add:Additional Depreciation 16,927.55 37,240.52Add:Financial Expenses 80,505.61 39,800.07Less: (profit)/ Loss on sales of Property Plant & Equipments (1.16) 25.13Less: Interest Received & Other Income (142.38) (147.51)

(668.31) 17,408.62Change in Current / Non Current Liabilities:(Increase)/Decrease in Inventories 61,095.07 102.97(Increase)/Decrease in Trade Receivables 23,297.37 10,958.34(Increase)/Decrease in Other Non- Current Assets (3,895.99) 26,145.97(Increase)/Decrease in Other Current Assets (34,789.63) (16,309.67)(Increase)/Decrease in Trade Payable 3,414.85 (476.11)Increase/(Decrease) in Current Liabilities 2,141.72 (1,368.35)Increase/(Decrease) in Provisions (19.84) 98.05Cash generation from operations activities 50,575.24 36,559.82Direct Tax Paid (30.45) (23.08)Net cash from operating activities 50,544.79 36,536.74

B CASH FLOW FROM INVESTING ACTIVITIESAddition to Fixed Assets (20,263.26) (4,633.51)Adjustment in Capital work in progress (24,296.15) (46,995.95)Interest Received & Other income 142.38 147.51Proceed from sale of fixed assets 15.41 36.00(Purchase) / Sales of investments (Net) 749.23 1,821.34Net Cash from Investing activities (43,652.39) (49,624.61)

C CASH FLOW FROM FINANCING ACTIVITIESRepayment /Disbursement of Long Term borrowings 17,410.05 32,505.81Disbursement / Repayment of Short Term borrowings 5,609.37 1,643.96Proceeds from promoter contribution 4,719.48 7,458.84Finance Charges Paid (36,993.03) (33,877.93)Payment of Preference Dividend & tax thereon

Net Cash from financing activities (9,254.13) 7,730.68Net cash flows during the year (A+B+C) (2,361.73) (5,357.19)Cash & cash equivalents (opening balance) 3,455.53 8,812.72

––––––––––––––––– –––––––––––––––––Cash & cash equivalents (closing balance) 1,093.80 3,455.53

––––––––––––––––– –––––––––––––––––NOTES TO CASH FLOW STATEMENT1 The above statement has been prepared under indirect method except in case of dividend which has been considered on the

basis of actual movement of cash with corresponding adjustments of assets and liabilities.2 Cash & Cash Equivalents include cash & bank balances only.3 Previous period figures have been regrouped/ recast wherever considered necessary.4 The Closing Cash Balance includes Rs. 63.77 Lakhs (Rs 339.82 Lakhs) as margin money against Bank Gurantees’s/Letter of credit

etc.

We have examined the above cash flow statement of Castex Technologies Limited for the year ended 31st March, 2017 and verifythat it has been derived from the audited accounts (and underlying records) of the company reported on by us as per our report.






Notes to the Financial Statements1. Company Overview and Significant Accounting Policies

M/S Castex Technologies Limited (hereinafter referred to as CTL) was previously known as Amtek India Limited. TheCompany has changed its name from Amtek India Ltd to Castex Technologies Limited w.e.f. from 26.05.2015. Since,the word “Castex” reflects the expertise of the Company in manufacturing of Casting components, the Board decidedto change the name.

Amtek India Limited (hereinafter referred to as “AIL” or “the Company”) established in 1983, is engaged in themanufacturing of machined and casting components. The company has Iron casting facilities at Bhiwadi (Rajasthan)and machining facilities at Gurugram (Haryana) and Solan (Himachal Pradesh).

The Product product portfolio includes highly engineered components including cylinder head, cylinder blocks andturbo charger housing.

AIL is a major supplier to OEMs for passenger cars, light and heavy commercial vehicles and tractors, in the castingsegment; and passenger cars, light and heavy commercial vehicles, 2/3 wheelers and tractors in the machiningsegment.

Major customers of the company include Maruti Udyog Ltd., TATA Motors, New Holland Tractors, Hyundai Motors, ITL,Eicher Motor, Bajaj, TVS etc. and also refrigeration industries like LG Electronics.

Company has its Registered Office at Village –Narsinghpur, Mohammadpur, Old Manesar Road, Gurugram , Haryanaand Corporate Office at 3, Local Shopping Centre, Pamposh Enclave, G.K.-1, New Delhi.

2. Significant Accounting Policies

2.1 Statement of Compliance

The Financial Statements have been prepared in accordance with IND AS notified under the Companies (IndianAccounting Standard) Rules, 2015. The company has adopted Indian Accounting Standards from April 1, 2016 andaccordingly these standalone financial statements have been prepared in accordance with IND ASs notified by section133 of the Companies Act, 2013 read with relevant rules issued there under from time to time, to the extent applicableto the company. The company has adopted change of year to coincide with 31st March, in terms of section 2(41) ofthe Companies Act, 2013 from financial year 2015-16 and accordingly, the said financial year of the company was ofa six months period beginning 01st October 2015 to 31st March 2016. Accordingly, the date transition to IND AS for thecompany is October 1, 2015.

There is a possibility that these standalone financial statements and comparatives may require adjustment due tochanges in financial reporting requirements arising from new or revised standards or interpretations issued by MCAor ICAI.

2.2 Basis of preparation of financial statements

These financial statements are prepared in accordance with Indian Accounting Standards (IND AS) under the historicalcost convention on the accrual basis except for certain financial instruments which are measured at fair values; theprovisions of the Companies Act, 2013 (‘Act’) (to the extent notified and applicable); and guidelines issued by theSecurities and Exchange Board of India (SEBI). The IND AS are prescribed under Section 133 of the Act read with Rule3 of the Companies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) AmendmentRules, 2016.

The company has adopted all notified Indian Accounting standards to the extent applicable. The adoption was carriedout in accordance with IND AS 101 (First time adoption of Indian Accounting Standards). The transition was carried outfrom Indian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read withRule 7 of the Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP. Reconciliations and descriptionsof the effect of the transition has been summarized in notes.

Accounting policies have been consistently applied except where a newly issued Indian accounting standard is initiallyadopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use.



2.3 Use of estimates

The preparation of the financial statements in conformity with IND AS requires management to make estimates,judgments and assumptions. These estimates, judgments and assumptions affect the application of accountingpolicies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at thedate of the financial statements and reported amounts of revenues and expenses during the period. Appropriatechanges in estimates are made as management becomes aware of changes in circumstances surrounding theestimates. Changes in estimates are reflected in the financial statements in the period in which changes are madeand, if material, their effects are disclosed in the notes to the financial statements.

2.3.1 Useful lives of property, plant and equipment

The company reviews the useful life of property, plant and equipment at the end of each reporting period or morefrequently. This reassessment may result in change in depreciation expense in future periods.

2.3.2 Valuation of deferred tax assets / liabilities

The company reviews the carrying amount of deferred tax assets / liabilities at the end of each reporting period. Thepolicy for the same has been explained under Note 2(i).

2.3.3 Provisions and contingent liabilities

A provision is recognised when the company has a present obligation as a result of past event and it is probablethan an outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can bemade. Provisions (excluding retirement benefits and compensated absences) are not discounted to its present valueand are determined based on best estimate required to settle the obligation at the balance sheet date. These arereviewed at each balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are notrecognised in the financial statements. A contingent asset is neither recognised nor disclosed in the financialstatements.

2.4 Revenue Recognition

Revenue is measured at fair value of the consideration received or receivable. Amounts disclosed as revenue areinclusive of excise duty and net of returns, trade allowances, rebates, value added taxes and amounts collected onbehalf of third parties.

Revenue is recognised to the extent that it is probable that the economic benefits will flow to the company and therevenue can be reliably measured regardless of when the payment is being made. The company bases its estimateson historical results, taking into consideration the type of customer, the type of transaction and the specifics of eacharrangement.

● All Expenses and income are accounted on accrual basis.

2.5 Employee benefits

● Long - Term Employee Benefits

The liability for gratuity & leave encashment is determined using Projected Unit Credit [PUC] Method and isaccounted for on the basis of actuarial valuation in Accordance with IND AS - 19. The company recognizes thenet obligation of a defined benefit plan in its balance sheet as an asset or liability. Actuarial Gains and lossesthrough re-measurements of the net defined benefit liability/(asset) are recognized in other comprehensiveincome. The current service cost is included in the employee benefit expense in the statement of profit & lossaccount. The interest cost calculated by applying the discount rate to the net balance of defined benefitobligation, is included in the finance cost in the statement of profit & loss account.

● Short-Term Employee Benefits

Short - term employee benefits include performance incentive, salaries & wages, bonus and leave travelallowance. The undiscounted amount of short-term employee benefits expected to be paid in exchange for theservices rendered by employees are recognized during the year when the employees render the services.



2.6 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the interest costs.Borrowing costs directly attributable to the acquisition, construction or production of an asset that necessarily takes asubstantial period of time to get ready for its intended use are capitalised as part of the cost of the asset.

Processing fee paid for borrowings is amortised over the term of long term loan through statement of profit & loss.All other borrowing costs are expensed in the period in which they occur.

Preference Shares are separated into equity and liability components based on the terms of the issue / contract. Intereston liability component of preference shares is determined using amortised cost method and is charged to thestatement of profit & loss.

2.7 Depreciation & amortisation

The company depreciates property, plant and equipment over their estimated useful lives using the straight-linemethod. Depreciation methods, useful lives and residual values are reviewed at each reporting period. Depreciationon additions/deductions to property, plant and equipment is provided on pro-rata basis from the date of actualinstallation or up to the date of such sale or disposal, as the case may be.

Leasehold assets are amortised equally over the period of their lease.

2.8 Impairment of Assets

a) Financial assets (other than at fair value)

The company assesses at each balance sheet date whether a financial asset or a group of financialassets is impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance.The company recognises lifetime expected losses for all contract assets and/or all trade receivables thatdo not constitute a financing transaction.

b) Non-financial assets

Property, Plant & equipment and Intangible Assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability wheneverthere is an indication that their carrying amounts may not be recoverable. If any such indication exists, therecoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined on anindividual asset basis unless the asset does not generate cash flows that are largely independent of those fromother assets. In such cases, the recoverable amount is determined for the cash generating unit (CGU) to whichthe asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be less than its carryingamount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount. An impairment lossis recognised in the statement of profit or loss.

2.9 Income taxes

Income tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit inthe statement of profit and loss except to the extent that it relates to items recognized directly in equity, in which caseit is recognized in other comprehensive income.

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax basesof assets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are reviewed ateach reporting date and are reduced to the extent that it is no longer probable that the related tax benefit will berealized.

The company offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set offthe recognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liabilitysimultaneously.

Minimum Alternative Tax [MAT] paid in accordance with the tax laws, which gives rise to future economic benefits inthe form of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that thecompany will pay normal income tax in future periods. Accordingly, MAT is recognised as an asset in the balance sheet



when it is probable that future economic benefits associated with it flow to the company and the asset can bemeasured reliably.

2.10 Property, plant and equipment

Property, plant and equipment are stated at cost, less accumulated depreciation /amortization and impairment, if any.Costs directly attributable to acquisition are capitalized until the property, plant and equipment are ready for use, asintended by management. The cost of property, plant & equipment also includes initial estimates of dismantling costand restoring the site to its original position, on which the site is located. For transition to IND AS, the company haselected to continue with carrying value of all its property, plant and equipment recognized as on 01.10.2015 measuredas per the previous GAAP in accordance with the principles of Part B of Schedule II of the Companies Act, 2013.

2.11 Financial instruments

The company recognizes financial assets and financial liabilities when it becomes a party to the contractual provisionsof the instrument. All financial assets (Except Net Investments) and Financial liabilities (Except Borrowings) are recognizedat fair value on initial recognition, except for trade receivables and security deposits, which are initially measured attransaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets andfinancial liabilities that are not at fair value through profit or loss are added to the fair value on initial recognition.

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingentconsideration recognized in a business combination, which is subsequently measured at fair value through profit andloss.

For trade and other payables maturing within one year from the balance sheet date, the carrying amounts areapproximately at fair value due to the short maturity of these instruments.

De-recognition of financial instruments

The company de-recognises a financial asset when the contractual rights to the cash flows from the financial assetexpire or it transfers the financial asset and the transfer qualifies for de-recognition under IND AS 109. A financialliability (or a part of a financial liability) is de-recognised from the company’s balance sheet when the obligationspecified in the contract is discharged or cancelled or expires.

2.12 Borrowings

Borrowings are initially measured at fair value, net of transaction costs incurred. Borrowings are subsequentlymeasured at amortised cost. Any difference between the proceeds (net of transaction costs) and the redemptionamount is recognised in profit or loss over the period of the borrowings using the effective interest method.

Preference shares are separated into liability and equity components based on the terms of the issue / contract. Onissuance of the preference shares, the fair value of the liability component is determined using a market rate for anequivalent instrument. This amount is classified as financial liability and is measured at amortised cost (net oftransaction costs) until it is extinguished on conversion or redemption. The remainder of the proceeds is recognisedand included in equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amountof the equity component is not re-measured in subsequent years.

2.13 Investments

a) Investment in subsidiaries

Investment held by the company in subsidiaries as on the date of transition date i.e. 01.10.2015 is valued at cost.Investments made in subsidiaries, after the transition date, have been valued at Fair Value Through OtherComprehensive Income [FVTOCI].

b) Investment in associates / Joint Ventures

Investment held by the company in associates / joint ventures as on the date of transition date i.e. 01.10.2015is valued at cost. Investments made in associates / joint ventures, after the transition date, have been valuedat Fair Value Through Other Comprehensive Income [FVTOCI].



c) Investment - Others

Current Investments

Quoted financial assets have been classified as FVTOCI and unquoted financial assets have been classified asFair Value Through Profit & Loss [FVTPL].

Non-Current Investments

Quoted long term investments have been classified as FVTOCI and unquoted long term investments are havebeen classified as FVTPL.

2.14 Provisions

A provision is recognized if, as a result of a past event, the company has a present legal or constructiveobligation that is reasonably estimable, and it is probable that an outflow of economic benefits will be requiredto settle the obligation. Provisions are determined by discounting the expected future cash flows at a pre-taxrate that reflects current market assessments of the time value of money and the risks specific to the liability.

2.15 Inventories

● Raw Materials and Goods under process are valued at cost (Net of provision for diminution) or *NetRealizable value, whichever is lower.

● Waste and Scrap is valued at Net Realizable Value.

● Cost of inventories of Raw Materials and stores and Spares is ascertained on FIFO basis.

● Cost of goods under process comprise of cost of materials and proportionate production overhead. Costof material for this purpose is ascertained on FIFO basis.

● Provision for obsolescence in inventories is made, whenever required.

● *Net Realizable Value is the estimated selling price in the ordinary course of business less any applicableselling expenses.

2.16 Earnings per equity share

Basic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the companyby the weighted average number of equity shares outstanding during the period. Diluted earnings per equity shareis computed by dividing the net profit attributable to the equity holders of the company by the weighted average numberof equity shares considered for deriving basic earnings per equity share and also the weighted average number ofequity shares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potentialequity shares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e.the average market value of the outstanding equity shares). Dilutive potential equity shares are deemed converted asof the beginning of the period, unless issued at a later date. Dilutive potential equity shares are determined independentlyfor each period presented. The number of equity shares and potentially dilutive equity shares are adjusted retrospectivelyfor all periods presented for any share splits and bonus shares issues including for changes effected prior to theapproval of the financial statements by the Board of Directors.

2.17 Dividends

Final dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividendsare recorded as a liability on the date of declaration by the Company’s Board of Directors.

2.18 Leases

Leases under which the company assumes substantially all the risks and rewards of ownership are classified asfinance leases. When acquired, such assets are capitalized at fair value or present value of the minimum leasepayments at the inception of the lease, whichever is lower.

Lease payments under operating leases are recognized as an expense on a straight line basis in net profit in theStatement of Profit and Loss over the lease term.



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CASTEX TECHNOLOGIES LIMITEDN

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Note No: 3.2 INVESTMENTS (Rupees in Lakhs)

Particulars As at As at As at31.03.2017 31.03.2016 01.10.2015

(i) Investment in Equity InstrumentUnquoted-Long Term Trade at cost in Overseas Subsidiaries1 (1 in FY 16, 1 in FY 15) Equity shares of Amtek Kuepper GmbH of • 25,000 each 20.12 20.12 20.12

Unquoted-Long Term Trade at cost in Associates4,900 (4,900 in FY 16, 4,900 in FY 15 ) Equity Shares of Terrasoft Infosystems Pvt. Limited of Rs.10/- each 0.49 0.49 0.49

93,96,554 (93,96,554 in FY 16, 93,96,554 in FY 15 ) Equity Shares of Blaze Spare Parts (P) Ltd. of Rs.10/- each 9,396.55 9,396.55 9,396.55

93,96,554 (93,96,554 in FY 16, 93,96,554 in FY 15) Equity Shares of Gagandeep Steel & Alloys (P) ltd. of Rs.10/- each 9,396.55 9,396.55 9,396.55

93,96,554 (93,96,554 in FY 16, 93,96,554 in FY 15) Equity Shares of Aaron Steel & Alloys (P) Ltd. of Rs.10/- each 9,396.55 9,396.55 9,396.55

93,16,554 (93,16,554 in FY 16, 93,16,554 in FY 15) Equity Shares of Neelmani Engine Components (P) Ltd. of Rs. 10/-each 9,316.55 9,316.55 9,316.55

1,11,17,588 (1,11,17,588 in FY 16, 1,11,17,588 in FY 15) Equity Shares of Asta Motorcycles & Scooter India Ltd. of Rs. 10/-each 9,316.55 9,316.55 9,316.55

92,85,554 (92,85,554 in FY 16, 92,85,554 in FY 15) Equity Shares of Domain Steel & Alloys (P) Ltd. of Rs. 10/- each 9,285.55 9,285.55 9,285.55

Unquoted-Long Term Trade at cost in Joint Ventures30,05,000 (30,05,000 in FY 16, 30,05,000 in FY 15) Equity Shares of Amtek Riken Casting Pvt. Ltd. of Rs.10/- each 300.50 300.50 300.50Unquoted Investment Long term Trade at cost in Domestic Company10,50,000 (10,50,000 in FY 16, 10,50,000 in FY 15) Equity Shares of WHF Precision Forgings Ltd. of Rs.10/- each 5.25 5.25 5.255,000 ( 5,000 in FY 16, 5,000 in FY 15 ) Equity Shares of Alliance Hydro Power Limited of Rs.10/- each 0.50 0.50 0.50

(II) Investment in Preference InstrumentUnquoted Investment Long term Trade at cost in Domestic Company4,00,000 (4,00,000 in FY 16, 4,00,000 in FY 15) Preference Shares ofJyoti Structures Ltd. of Rs.100/- each 400.00 400.00 400.00

Total 56,835.16 56,835.16 56,835.16

(Rupees in Lakhs)


Aggregate Value of Unquoted Investment (Including Preference Shares) 56,835.16 56,835.16 56,835.16

Note No: 3.3 OTHER FINANCIAL ASSETS (Rupees in Lakhs)


Security Deposits 499.57 544.23 569.69

Total 499.57 544.23 569.69

Note No: 3.4 DEFERRED TAX ASSETS (NET) (Rupees in Lakhs)


Deferred Tax LiabilitiesOn account of depreciation of Property, Plant and Equipment (40,893.68) (54,788.62) (67,778.17)

(40,893.68) (54,788.62) (67,778.17)Deferred Tax AssetsOn account of carry forward losses/amortisation of expenses 83,418.46 51,091.16 33,443.82

83,418.46 51,091.16 33,443.82

Total Deferred Tax Assets/(Liabilities) 42,524.78 (3,697.46) (34,334.35)

Deferred Tax Assets and Deferred Tax Liabilities have been offset wherever the company has legally enforceable right to set ofcurrent tax assets against current tax liabilities and wherever the deferred tax assets and deferred tax liabilities relate to

income taxes levied by the same taxation authority.



Reconciliation of Deferred Tax between previous GAAP and Ind AS is as under: (Rupees in Lakhs)

Particulars As at As at31.03.2016 01.10.2015

A) Deferred Tax as per previous GAAP (3,554.88) (34,334.35)B) Effects of transition of Ind AS on Deferred Tax:On items of Profit and Loss (84.49) –On items of Other comprehensive Income (58.10) –

Deferred Tax as per Ind AS Total (3,697.47) (34,334.35)

Note No: 3.5 OTHER NON-CURRENT ASSETS (Rupees in Lakhs)


Long term Loans & Advances*Unsecured, Considered Good 54,562.07 50,621.42 76,741.93

Total 54,562.07 50,621.42 76,741.93

Note: No loan is given to any director or other officer of the company*Includes Advances to related parties, capital advances and other long term advances.

Note No: 3.6 INVENTORIES (AS CERTIFIED BY THE MANAGEMENT) (Rupees in Lakhs)


Inventories*Raw Materials 30,840.77 37,858.57 47,020.79Work in Progress** 10,748.49 69,704.37 61,877.71Finished Goods 53.91 96.69 81.84Stores, Spares & Dies 11,137.11 6,211.05 5,050.93Scrap 85.51 – –Goods-in-Transit 40.96 131.14 73.52

Total 52,906.75 114,001.82 114,104.79

*Refer Point No. 2.15 of Significant Accounting Policies for Mode of valuation of inventories.**During the period under review, the company has scrapped work in progress inventory valued at Rs. 23,107.05 Lakhs(FY 16 Rs. Nil) (FY 15 Rs. Nil) on account of obsolescence.



(i) Investment in Equity InstrumentQuotedNil (8,852 in FY 16, 8,852 in FY 15) Equity Shares of Rs.10/- each of United Bank of India – 1.69 1.9630 (30 in FY 16, 30 in FY 15) Equity Shares of Rs.10/-each of Alliance Integrated Metallics Ltd. 0.04 0.03 0.03Nil (7,014 in FY 16, 7,014 in FY 15) Equity Shares of Rs. 10/-each Dena Bank – 2.02 2.78Investments in Mutual Funds/ Bonds/Others 45.05 774.11 2,579.30

Total 45.09 777.85 2,584.07


Aggregate Value of Quoted Investment 45.09 777.85 2,584.07Market Value Of Quoted Investment 45.09 777.85 2,584.07



Reconciliation of Current Investment between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


A) Current Investment as per previous GAAP 781.58 2,595.11B) Effects of transition of Ind AS on Current Investment:i) Adjustment for Market Value of the Current Investment (3.73) (11.04)

Current Investment as per Ind AS Total 777.85 2,584.07

Note No: 3.8 TRADE RECEIVABLES (Rupees in Lakhs)


– Unsecured, considered goodOutstanding for more than six months 133.84 833.74 2,456.41Outstanding for less than six months 33,703.78 56,301.25 65,636.92

Total 33,837.62 57,134.99 68,093.33

Note No: 3.9 CASH AND CASH EQUIVALENTS* (Rupees in Lakhs)


Cash On Hand 3.89 33.12 23.10

Balance with Schedule Banks:– Current Accounts 1,018.58 1,798.63 5,497.62

– Fixed Deposits (Maturing within 12 Months) 7.56 1,283.96 2,359.56– Fixed Deposits (held as margin money against Letter of Credits/Bank Guarantees) 52.71 326.94 919.56

Earmarked Balances– Balance in unpaid dividend Account 11.06 12.88 12.88

Total 1,093.80 3,455.53 8,812.72

* Cash and cash equivalents, as on 31st March 2017, 31st March 2016 and 1st October 2015 includes restricted bank balances ofRs. 63.77 Lacs, Rs. 339.82 Lacs and Rs. 932.44 Lacs respectively. The restriction is primarily on account of cash and bank balancesheld as margin money deposited against guarantee/LC’s issued by bank and earmarked balances.

Note No: 3.10 OTHER CURRENT FINANCIAL ASSETS (Rupees in Lakhs)


Staff Advances 219.47 287.92 332.51Interest accrued on deposits 49.17 94.65 94.50

Total 268.64 382.57 427.01

Note No: 3.11 CURRENT TAX ASSETS (NET) (Rupees in Lakhs)


Advance Tax & TDS (Net) 91.57 61.12 475.13MAT Credit Entitlement 4,121.06 4,121.06 12,991.48

Total 4,212.63 4,182.18 13,466.61



Note No: 3.12 OTHER CURRENT ASSETS (Rupees in Lakhs)


Loans & Advances recoverable in cash or in kind or for value to be received*Unsecured, Considered Good : 15,666.08 19,313.20 2,500.26Inventories not moved for over one year** 38,550.68 – –

Total 54,216.76 19,313.20 2,500.26

*Including advances to supplier, prepaid expenses, and balances with Revenue Authorities.**Represents Items of Inventory items for which the management is in process of getting Technical/Commercial/Market evaluation.

Note No: 3.13 SHARE CAPITALAUTHORISED SHARE CAPITAL (Rupees in Lakhs)


46,00,00,000 (45,00,00,000 in FY 16, 45,00,00,000 in FY 15) Equity Shares,Rs. 2/- Par Value 9,200.00 9,000.00 9,000.005,00,000 (5,00,000 in FY 16, 5,00,000 in FY 15) Preference Shares,Rs. 100/- Par Value 500.00 500.00 500.00

Total 9,700.00 9,500.00 9,500.00

ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL (Rupees in Lakhs)


37,81,22,838 (37,81,22,838 in FY 16, 37,81,22,838 in FY 15) Equity Shares,fully paid-up of Rs. 2/- Par Value 7,562.46 7,562.46 7,562.46

Total 7,562.46 7,562.46 7,562.46

Note No: 3.13.1 The reconciliation of the number of shares outstanding and the amount of share capital as at31.03.2017,31.03.2016 and 01.10.2015 is set out below:

EQUITY SHARES (Rupees in Lakhs)

Particulars As at 31.03.2017 As at 31.03.2016 As at 01.10.2015

Number of Amount Number of Amount Number of AmountShares Shares Shares

Number of shares at the beginning 378,122,838 7,562.46 378,122,838 7,562.46 378,122,838 7,562.46Add: Shares Issued during the period – – – – – –

Number of Shares at the end 378,122,838 7,562.46 378,122,838 7,562.46 378,122,838 7,562.46

PREFERENCE SHARES* (Rupees in Lakhs)


Number of Amount Number of Amount Number of AmountShares Shares Shares

Number of shares at the beginning 500,000 50.00 500,000 50.00 500,000 50.00Add: Shares Issued during the period – – –– – – –

Number of Shares at the end 500,000 50.00 500,000 50.00 500,000 50.00

*Shown under the head Borrowings in note no 3.15 in terms of Ind AS



Note No: 3.13.2 Rights, preferences and restrictions attached to SharesEquity Shares: The Company has Issued equity shares having a par value of Rs 2/- per share. Each shareholder is eligible to onevote per share held.

The Company declares and pays dividends in Indian rupees.The dividend, if proposed by the Board of Directors, is subjected to theapproval of the shareholders in the Annual General Meeting, except in case of interim dividend. In the event of liquidation of theCompany, the equity shareholders are eligible to receive the remaining assets of the Company, after distribution of all preferentialamounts. The distribution will be in proportion to the number of equity share held by the shareholders.

Preference Shares: The Company currently has Issued 0.1% non cumulative redeemable preference shares of Rs 100/- each.Preference shares will be redeemed after 15 years from the date of allotment at such premium as may be decided by the boardof directors, subject to minimum equivalent to issue price.

Note No: 3.13.3 Shares held by holding/ultimate holding company and or their subsidiaries/ associates


Equity SharesAmtek Auto Ltd. 115,682,272 115,682,272 136,176,272Metalyst Forgings Limited 61,500,000 61,500,000 61,500,000Preference SharesAmtek Laboratories Ltd. 166,667 166,667 166,667Asia International Pvt. Limited 333,333 333,333 333,333

Note : 3.13.4 Details of Shareholders Holding more than 5% Share Capital


Number of % of Number of % of Number of % ofShares Holding Shares Holding Shares Holding

Equity SharesAmtek Auto Ltd. 115,682,272 30.59% 115,682,272 30.59% 136,176,272 36.01%Metalyst Forgings Limited 61,500,000 16.26% 61,500,000 16.26% 61,500,000 16.26%Standard Chartered Bank Singapore – 0.00% – 0.00% 24,461,985 6.47%

Preference SharesAmtek Laboratories Ltd. 166,667 33.33% 166,667 33.33% 166,667 33.33%Asia International Pvt. Limited 333,333 66.67% 333,333 66.67% 333,333 66.67%

Note No : 3.13.5 Details of bonus shares issued during the last five years (In Numbers)

Nature 31.03.2016 30.09.2015 30.09.2014 30.09.2013 30.06.201

Equity Shares Nil Nil Nil Nil 13,83,87,818

Note No: 3.14 OTHER EQUITY (Rupees in Lakhs)


(A) Capital ReserveOpening Balance as on 01.04.2016 337.71 337.71 337.71Addition/(deduction) during the period (net) – – –

Closing Balance as on 31.03.2017 337.71 337.71 337.71

(B) Securities Premium ReserveOpening Balance as on 01.04.2016 199,885.23 199,885.23 206,885.23Addition/(deduction) during the period (net) – – (7,000.00)

Closing Balance as on 31.03.2017 199,885.23 199,885.23 199,885.23



(C) Debenture Redemption ReserveOpening Balance as on 01.04.2016 24,270.00 24,270.00 24,270.00Addition/(deduction) during the period (net) – – –


(D) General ReserveOpening Balance as on 01.04.2016 111,257.92 111,257.92 111,257.92Addition/(deduction) during the period (net) – – –


(E) Retained EarningsOpening Balance as on 01.04.2016 (68,591.69) (7,019.43) (9,280.40)(i) Restated balance at the beginning of the reporting period – – 2,260.97(ii) Profit/ (Loss) for the period (104,392.61) (61,580.34) –(iii) realised (losses)/gain on equity shares carried at fair value through OCI 0.17 8.08 –

Closing Balance as on 31.03.2017 (172,984.13) (68,591.69) (7,019.43)

(F) Other Comprehensive Income (OCI)(i) Remeasurement of Net Defined Employee Benefits Obligation 117.03 129.94 –(ii) Investments through OCI 12.30 (4.00) (11.04)(iii) Equity Component of Compound Financial Instruments (Prefrence Shares) 6,551.22 6,551.22 6,551.22


Closing Balance as on 31.03.2017 Grand Total (A+B+C+D+E+F) 169,447.28 273,836.33 335,271.61

Note No: 3.15 BORROWINGS (Rupees in Lakhs)


SECURED LOANSNon-Convertible Debentures– from financial institutions* – 12,500.00 15,000.00

Term Loans– from banks & financial institutions* – 342,682.87 343,851.83

UNSECURED LOANSLiability component of Preference Share Capital0.1% Non Cumulative Redeemable Preference Shares, Rs. 10/- Par Value9,66,178 ( 9,66,178 in FY 16, 9,66,178 in FY 15) Preference Shares,Fully paid up 1,130.84 1,005.95 948.78

Total 1,130.84 356,188.82 359,800.61

Reconciliation of Borrowings between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


A) Borrowings as per previous GAAP 357,677.42 361,112.80B) Effects of transition of Ind AS on Borrowings:i) Adjustment of Processing fees (2,494.55) (2,260.97)ii) Liability Component of Preference Share Capital 1,005.95 948.78

Borrowings as per Ind AS Total 356,188.82 359,800.61

* In view of default in payment of interest/repayment of instalments, all term loans/NCD’s and ECB’s have become payable on demandand therefore, have been taken to the head “Other Current Financial Liabilities”



Note No: 3.16 PROVISIONS (Rupees in Lakhs)


(i) Provision for Employee BenefitsGratuity 627.01 627.01 663.05Leave Encashment 518.70 518.88 572.41(ii) OthersDismentling 1,503.37 1,362.76 1,303.35

Total 2,649.08 2,508.65 2,538.81

Reconciliation of between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


A) Provisions as per previous GAAP 1,145.89 1,235.46B) Effects of transition of Ind AS on Long Term Provisions:i) Adjustment of Provision for Dismentling 1,362.76 1,303.35

Provisions as per Ind AS Total 2,508.65 2,538.81

Note No: 3.17 OTHER NON CURRENT LIABILITIES (Rupees in Lakhs)


Promotor contribution* 12,178.32 7,458.84 –[In Terms of Corrective Action Plan approved by joint lenders’ forum (JLF)]

Total 12,178.32 7,458.84 –



(i) Bank Borrowings for Working Capital– From Banks* 129,157.27 123,547.90 120,403.94(ii) Corporate Loan– From Banks & Financial Institutions – – 7,825.00

Total 129,157.27 123,547.90 128,228.94

*Working Capital facilities are secured by hypothecation of raw material, semi-finished goods/stock-in-process, consumable storesand book debt of the company.

Note No: 3.19 TRADE PAYABLES* (Rupees in Lakhs)


(A) Total outstanding dues of micro and small enterprises (As per intimation received from vendors)(a) the principal amount and the interest due thereon (to be shown separately)

remaining unpaid to any supplier at the end of each accounting year; 190.41 123.18 145.68

(b) the amount of interest paid by the buyer in terms of section 16 of the Micro,Small and Medium Enterprises Development Act, 2006, along with the amountof the payment made to the supplier beyond the appointed day during eachaccounting year; – – –



(c) the amount of interest due and payable for the period of delay in making payment(which have been paid but beyond the appointed day during the year) but withoutadding the interest specified under the Micro, Small and Medium EnterprisesDevelopment Act, 2006; – – –

(d) the amount of interest accrued and remaining unpaid at the end of eachaccounting year; and – – –

(e) the amount of further interest remaining due and payable even in the succeedingyears, until such date when the interest dues above are actually paid to the smallenterprise, for the purpose of disallowance of a deductible expenditure undersection 23 of the Micro, Small and Medium Enterprises Development Act, 2006. – – –

(B) Total outstanding dues of creditor other than micro and small enterprises 11,010.18 7,662.56 8,116.17

Total 11,200.59 7,785.74 8,261.85

*Trade payables including Bills Payable

Note No: 3.20 OTHER FINANCIAL LIABILITIES (Rupees in Lakhs)


Current Maturity of Long Term Borrowings – 82,887.00 68,340.14Loan Instalments Due but not paid – 41,743.00 14,023.67Term Debt From Banks & Financial Institutions* 498,205.35 – –Interest Accrued but not due on borrowings 494.62 176.80 7,352.44Interest Accrued and due on borrowings** 55,452.01 13,473.95 251.94Unpaid Dividends 8.19 10.02 10.02Retention Money/Security 84.47 81.89 58.29

Total 554,244.64 138,372.66 90,036.50

*Since all term loans have become payable on demand in view of defaults in repayment of instalments/part of interest, entire termloan has been shown as current liablities.**Note: Provision made for interest on coupon rate for which contribution/debit advice not available.

Note No: 3.21 OTHER CURRENT LIABILITIES (Rupees in Lakhs)


Expenses Payable 1,631.61 1,056.11 1,495.91Statutory Dues 1,581.03 99.02 308.11Capex Trade Payable 890.22 1,022.48 1,105.35Other Liabilities 548.31 332.59 992.78

Total 4,651.17 2,510.20 3,902.15

Note No: 3.22 PROVISIONS (Rupees in Lakhs)


Provision for Employee Benefits– Gratuity 13.88 14.46 14.36– Leave Encashment 10.06 10.45 10.97

Total 23.94 24.91 25.33



Note No: 3.23 REVENUE FROM OPERATIONS (Rupees in Lakhs)

Particulars For the Year Ended For the Six Months31.03.2017 Ended 31.03.2016

Sales of ProductsOther Sales and Services 3,107.23 1,222.86Other Operating Revenues 210.63 1,783.40

Total 146,720.09 101,830.14

Note:- Sales include component bought & sold, direct export and indirect export.

Note No: 3.24 OTHER INCOME (Rupees in Lakhs)


Interest 51.36 113.54Dividend 0.88 4.37Profit on sale of fixed assets (Net) 1.16 -Rent 7.71 4.01Others 82.43 25.59

Total 143.54 147.51

Note No: 3.25 COST OF MATERIALS CONSUMED (Rupees in Lakhs)


Opening Stock of Raw Material 37,858.57 47,020.78Add : Purchase of Raw Material 92,802.98 66,339.41

130,661.55 113,360.19

Less : Closing Stock of Raw Material 30,840.77 37,858.57

Total 99,820.78 75,501.62

Note:- Raw material mainly include steel bars/billets, forgings, alloys casting, alluminium casting.

Note No: 3.25.1 IMPORTED AND INDIGENOUS RAW MATERIAL (Rupees in Lakhs)


Rupees (% of Rupees (% ofTotal Consumption of Total Consumption of

Raw Material) Raw Material)Raw materialConsumption of imported Raw material – – (Percentage of Consumption of Raw Material) 0.00% 0.00% Consumption of similar domestic Raw material 99,820.78 75,501.62 (Percentage of Consumption of Raw Material) 100% 100% Total Consumption of Raw material 99,820.78 75,501.62



Note No: 3.26 CHANGE IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS & STOCK IN TRADE (Rupees in Lakhs)


Opening Stock as on 01-04-2016– Work in Progress 69,704.37 61,877.71– Finished Goods 96.69 81.84– Scrap – –

Total Opening stock 69,801.06 61,959.55Less : Closing Stock as on 31-03-2017– Work in Progress 49,299.17 69,704.37– Finished Goods 53.91 96.69– Scrap 85.51 –

Total Closing stock 49,438.59 69,801.06

Less: Dimunition in value of inventory disposed off 23,107.05 –

Net (Increase)/ Decrease in Inventories (2,744.58) (7,841.51)

Note No: 3.27 EXPENSESEmployee Benefits Expenses (Rupees in Lakhs)


Salaries & Wages 8,062.08 4,038.73Other Contribution & Staff Welfare Expenses 361.92 557.76

Total 8,424.00 4,596.49

Reconciliation of Employee Benefit Expenses between previous GAAP and Ind AS is as under: (Rupees in Lakhs)

Particulars For the Six MonthsEnded 31.03.2016

A) Employee Benefit Expenses for the period as per previous GAAP 4,458.89B) Effects of transition of Ind AS on Employee Benefit Expenses:i) Reclassification of actual gains/(losses), arising in respect of defined benefit plansii) Adjustment of Finance Cost (50.44)

Employee Benefit Expenses for the period as per Ind AS Total 4,596.49

Finance Costs (Rupees in Lakhs)


Interest Expense 80,169.68 39,640.28Interest on Redeemable Preference Shares 124.89 57.17Interest cost on Employee Benefits 93.66 50.44Interest cost on Dismentling 109.38 52.18Other Borrowing Costs 8.00 –

Total 80,505.61 39,800.07



Reconciliation of Finance Costs between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


A) Finance Costs for the period as per previous GAAP 39,873.86B) Effects of transition of Ind AS on Finance Costs:i) Adjustment of Finance Cost on Borrowingsii) Adjustment of Finance Cost on Redeemable Preference sharesiii) Adjustment of Finance Cost on Dismentlingiv) Adjustment of Finance Cost on Employee Benefit Expenses 50.44

Finance Costs for the period as per Ind AS Total 39,800.07

Depreciation and Amortisation Expenses (Rupees in Lakhs)


Depreciation & Amortisation 52,651.14 23,917.06

Total 52,651.14 23,917.06

Reconciliation of Depeciation and Amortisation Expenses between previous GAAP and Ind AS is as under: (Rupees inLakhs)

Particulars For the Six MonthsEnded 31.03.2016

A) Depreciation and Amortisation Expenses for the period as per previous GAAP 23,844.94B) Effects of transition of Ind AS on Depreciation & Amortisation Expenses:i) Adjustment of Depreciation on Dismentling 72.12

Depreciation & Amortisation Expenses for the period as per Ind AS Total 23,917.06

Other Expenses (Rupees in Lakhs)


A) Manufacturing ExpensesConsumption of Stores & Spare Parts 4,304.37 3,613.06Power & Fuel 10,334.73 4,750.02Testing Fees & Inspection Charges 8.52 2.61Freight Inwards 357.04 331.33Repairs to Plant & Machinery 454.80 429.39

Total Manufacturing Expenses (A) 15,459.46 9,126.41

B) Administrative & Selling ExpensesAdvertisement & Publicity 0.55 0.60Auditor’s Remuneration 15.00 7.50Bank Charges 167.52 1,211.72Books & Periodicals 0.33 0.20Customer Relation Expenses 26.18 23.16Charity & Donation 0.04 0.02Directors Remuneration & Perquisites 29.68 20.43Exchange fluctuation 782.20 169.18Insurance Charges 140.70 106.24Legal & Professional 138.74 107.82Loss on sale of Fixed Assets – 25.13Office and Factory 154.27 182.48Printing & Stationery 42.29 18.41



Rate, Fee & Taxes 67.98 18.74Rent 81.43 388.48Repairs & Maintenance 133.73 130.82Running & Maintenance of Vehicle 106.45 40.10Subscription & Membership Fees 4.08 0.08Telephone, Communication and Postage 47.09 19.50Travelling & Conveyance 199.03 108.66Watch & ward 115.91 60.87

Selling & Distribution ExpensesPacking, Forwarding, discounts, Warranty Claims ,freight outwards & Other selling expenses 1,068.49 423.50

Total Administrative & Selling Expenses (B) 3,321.69 3,063.64

Total (A + B) 18,781.15 12,190.05

Note No: 3.27.1 OTHER EXPENSES (Rupees in Lakhs)


Auditors PaymentsAs Auditor 10.00 5.00For taxation matters 1.80 0.90For reimbursement expenses 3.20 1.60

Total 15.00 7.50

Note No: 3.27.2 EXPENDITURE IN FOREIGN CURRENCY (Rupees in Lakhs)


Warehousing Charges 3.47 –

Total 3.47 –

Note No: 3.27.3 IMPORTED AND INDIGENOUS SPARE PARTS & COMPONENTS (Rupees in Lakhs)


Amount (% of Total Amount (% of TotalConsumption of Spare Consumption of Spare

parts & components) parts & components)

Consumption of imported spares parts and components 34.05 27.48(%age of consumption) 0.79% 0.76%Consumption of similar domestic spares parts and components 4,270.32 3,585.58(%age of consumption) 99.21% 99.24%

Total 4,304.37 3,613.06

Note No: 3.27.4 VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS (Rupees in Lakhs)


Components and spare parts 34.05 27.48Capital goods 253.71 204.53

Total 287.76 232.01



Note No: 3.27.5 CONTINGENT LIABILITIES AND COMMITMENTS (To The Extent Not Provided For)(Rupees in Lakhs)


Bank Guarantees Issued by bank on company’s behalf 52.00 699.06Corporate Guarantees Issued by company 32,300.00 32,300.00Disputed Sales tax/Vat/entry Tax/Excise Duty/Service Tax/Income Tax& Others (Including Interest and penalty) 3,237.28 1,514.08Any amount that the Company may be liable to pay on finalisation of legal cases pendingAmount not Amount notagainst the company including the recall on notice issued by various banks/Fll’s ascertainable ascertainable

Total 35,589.28 34,513.14

Note No: 3.27.6 CAPITAL COMMITMENT (Rupees in Lakhs)


Estimated amount of contracts remaining to be executed on capital accountand not provided for (Net) – 313.27

Total – 313.27

Note No: 3.28 Exceptional Items [(Income)/Expense] (Rupees in Lakhs)


i) Additional Depreciation 16,927.55 37,240.52ii) Dimunition in value of inventory disposed off 23,107.05 –

Total 40,034.60 37,240.52

Note No: 3.29 OTHER COMPREHENSIVE INCOME (OCI) (Rupees in Lakhs)


A (i) Items that will not be reclassified to Profit or lossi) Profit on revaluation on Short term Investment 16.47 15.12ii) Reclassification of actual gains/(losses), arising in respect of Earned Leave 62.28 90.13iii) Deferred Tax effect (19.24) (27.85)iv) Reclassification of actual gains/(losses), arising in respect of Grauity (80.97) 97.91v) Deferred Tax effect 25.02 (30.25)

Total 3.56 145.06



Note No : 3.30 EARNINGS PER EQUITY SHARE

Calculation of EPS ( Basic and Diluted) For the Year Ended For the Six Months31.03.2017 Ended 31.03.2016

BasicOpening number of Shares 378,122,838 378,122,838Share issued during the year – –Shares bought back during the year – –Total Shares outstanding 378,122,838 378,122,838Weighted Average No of Shares 378,122,838 378,122,838Profit/(Loss) after tax for the period from continuing operations (Rs. In Lakhs) (104,392.61) (61,580.34)EPS for continuing operations (Rs.Per Share) (27.61) (16.29)Profit/(Loss) after tax for the period from continuing & discontinuedoperations (Rs. In Lakhs) (104,392.61) (61,580.34)EPS for continuing & discontinued operations (Rs.Per Share) (27.61) (16.29)

DilutedNumber of shares considered as basic weighted average shares outstanding 37,81,22,838 37,81,22,838Add: Weighted Average of Dilutive Equity – –Number of shares considered as diluted for calculating of Earning per shareWeighted Average 37,81,22,838 37,81,22,838Profit/(Loss) after Tax for the period from continuing operations (Rs. In Lakhs) (1,04,392.61) (61,580.34)Add: Effective Cost of Dilutive Equity – –Profit/(Loss) after tax for the period from continuing operations(Rs. In Lakhs) for Dilution (1,04,392.61) (61,580.34)EPS for continuing operations (Rs.Per Share) for Dilution (27.61) (16.29)Profit/(Loss) after tax for the period from continuing & discontinuedoperations (Rs. In Lakhs) for Dilution (104,392.61) (61,580.34)EPS for continuing & discontinued operations (Rs.Per Share) for Dilution (27.61) (16.29)



Note No : 3.31 EMPLOYEE BENEFITS (Ind AS-19)The following data are based on the report of the actuaryThe principal assumptions used in the actuarial valuations are as below:-


Discount rate 7.50% 8.00%Future Salary Escalation Rate 10.00% 10.00%Average Remaining working life (Years) 20.75 22.32Retirement Age 58 58

GRATUITY (UNFUNDED)

i. Change in Net Defined Benefit obligations: (Rupees in Lakhs)


Net Defined Benefit liablity as at the start of the period 641.47 677.42Service Cost 85.06 49.22Net Interest Cost (Income) 51.32 27.10Actuarial ( Gain) /Loss on obligation 80.97 (97.91)Benefits Paid directly by the enterprise (206.36) (14.36)

Present Value of Obligations as at the end of the period 652.46 641.47

ii. The Amount Recognised in the Income Statement (Rupees in Lakhs)


Service Cost 85.06 49.22Net Interest Cost 51.32 27.10

Expenses recognised in the Income Statement 136.38 76.32

iii. Other Comprehensive Income (OCI) (Rupees in Lakhs)


Net cumulative unrecognized actuarial gain/(loss) opening (80.97) 97.91Actuarial gain / (loss) for the year on PBO – –Actuarial gain /(loss) for the year on Asset – –Net Actuarial (Gain)/ Loss recognized in the year – –

Unrecognized actuarial gain/(loss) at the end of the year (80.97) 97.91

iv. Balance Sheet and related analyses (Rupees in Lakhs)


Present Value of Obligation at the end of the year 652.46 641.47Fair Value of Plan AssetsUnunded Liability/Provision in Balance Sheet (652.46) (641.47)

Unfunded Liability Recognised in the Balance Sheet (652.46) (641.47)



v. Bifurcation of PBO at the end of year in current and non current. (Rupees in Lakhs)


Current Liability (Amount due within one year) 13.88 14.46Non Current Liability (Amount due over one year) 638.57 627.01

Total PBO at the end of year 652.45 641.47

LEAVE ENCASHMENT (UNFUNDED)i. Table Showing Change in Benefit obligations: (Rupees in Lakhs)


Present value of obligation as at the start of the period 529.34 583.38Current Service Cost 56.79 32.80Interest Cost 42.35 23.34Actuarial (Gain) /Loss on obligation (62.28) (90.13)Benefits Paid (37.43) (20.05)

Present Value of Obligations as at the end of the period 528.77 529.34

ii. The Amount Recognised in the Income Statement. (Rupees in Lakhs)


Service Cost 56.79 32.80Net Interest Cost 42.35 23.34

Expenses (Income) recognised in the Income Statement 99.14 56.14

iii. Other Comprehensive Income (OCI) (Rupees in Lakhs)


Net cumulative unrecognized actuarial gain/(loss) opening 62.28 90.13Actuarial gain / (loss) for the year on PBO - -Actuarial gain /(loss) for the year on Asset - -Net Actuarial (Gain)/ Loss recognized in the year 33.18 -

Unrecognized actuarial gain/(loss) at the end of the year 95.46 90.13

iv. Balance Sheet and related analyses (Rupees in Lakhs)


Present Value of Obligation at the end of the year 528.77 529.34Fair Value of Plan Assets – –Ununded Liability/Provision in Balance Sheet (528.77) (529.34)

Unfunded Liability Recognised in the Balance Sheet (528.77) (529.34)

v. Bifurcation of PBO at the end of year in current and non current. (Rupees in Lakhs)


Current Liability (Amount due within one year) 10.06 10.45Non Current Liability (Amount due over one year) 518.70 518.89

Total PBO at the end of year 528.76 529.34



Note No. 3.32Related Party Disclosures & TransactionsAs per AS-18 issued by the Institute of Chartered Accountants of India, related parties in terms of the said standard are disclosedbelow:

A) Names of related parties & description of relationship

1 Associate 1) Amtek Auto Ltd.2) Aaron Steel & Alloys (P) Ltd.3) Asta Motercycles & Scooter India Ltd.4) Blaze Spare Parts (P) Limited5) Domain Steel & Alloys (P) Ltd.6) Gagandeep Steel & Alloys (P) Ltd.7) Neelmani Engine Components (P) Ltd.8) Terrasoft Infosystems (P) Ltd.

2 Subsidiary 1) Amtek Kuepper GmbH

3) Subsidiaries of the Associate Company 1) Amtek Deutshland GmbH2) Amtek Investment UK Ltd.3) Amtek Germany Holding GP GmBH4) Amtek Germany Holding GmBH & Co. KG5) Amtek Holding BV6) Amtek Global Technologies Pte. Ltd.7) Amtek Transportation Systems Ltd.8) Alliance Hydro Power Ltd.9) JMT Auto Limited10) Amtek Precision Engineering Pte. Ltd.11) Amtek Integrated Solutions Pte. Ltd.12) Amtek Engineering Solutions Pte Ltd

4) Subsidiaries of Subsidiaries of the 1) Amtek Tekfor Holding GmbHAssociate Company 2) Neumayer Tekfor GmbH

3) Tekfor Services GmbH4) Neumayer Tekfor Rotenburg GmbH5) Neumayer Tekfor Schmolln GmbH6) Neumayer Tekfor Engineering GmbH7) GfsV8) Neumayer Tekfor Japan Co. Ltd.9) Tekfor Inc.10) Tekfor Maxico SA de CV11) Neumayer Tekfor Automotive Brasil Ltda.12) Neumayer Tekfor SpA13) Tekfor Maxico Services14) Tekfor Services Inc.15) August Kupper GmbH16) H.J Kupper System- Und Modultechnik GmbH17) H.J Kupper Metallbearbeitung GmbH18) SKD- GieBerei GMBH19) Kupper Hungaria Kft20) Asahitec Metals (Thailand) Co., Ltd21) Asahi Tec Metals Co. Ltd.22) Techno-Metal Co., Ltd.23) Techno Metal Amtek Japan Investments Ltd.24) Techno Metal Amtek U.K. Investments25) Techno Metal Amtek Thai Hold Co.26) Amtek Universal Technologies Pte Ltd



27) AIMD GmbH; Hamburg28) M. Droste Stahlhandel GmbH, Bochum29) HAPU Industrie Vertretungen GmbH, Witten30) OWZ Ostalb-Warmbehandlungszentrum GmbH, Essingen31) SRT GmbH, Essingen32) WTL Werkstofftechnik-Labor GmbH, Aalen33) AIFT GmbH, Hamburg34) BEW-Umformtechnik GmbH, Rosengarten35) GHV Schmiedetechnik GmbH, Ennepetal36) Amtek Machining System Pte Ltd.37) Rege Motorenteile GmbH38) Rege Motorenteile Verwaltungs GmbH39) Rege Holding GmbH40) Rege Automotive Brasov SRL41) Rege Solutions42) Amtek Component Sweden

5) Joint Venture of Associate Company 1) Amtek Powertrain Limited (formerly known as MPT AmtekAutomotive (India) Ltd.)

2) SMI Amtek Crankshafts Pvt. Ltd.

6) Associates of the Associate Company 1) ARGL Ltd.2) ACIL Ltd.3) Metalyst Forgings Limited (formerly known as Ahmednagar

Forgings Limited)

7) Joint Venture of Subsidiary of the 1) SFE GmbHAssociate company

8) Associates of Subsidiaries of the 1) Amtek Railcar Pvt. Ltd.Associate company

9) Joint Venture 1) Amtek Riken Casting Pvt. Ltd.

10) Key Management Personnel 1) Mr. Sanjay Arora as an Additional Director and Whole-timedirector of the Company w.e.f 27th March, 2017

2) Mr. John Ernest Flintham as a Managing Director of theCompany w.e.f February 14, 2017.

3) Mr. S.S. Verma, Managing Director w.e.f. 03.11.20154) Mr. Darshan Prasad Yadav, CFO w.e.f. 30.05.20175) Ms. Bhavya Sehra, Company Secretary



B. Transactions (Rupees in Lacs)

Particulars Associate/Holding/ Key Management For the Six Months For the Year EndedSubsidiaries or Personnel Ended 31.03.2016 30.09.2015

Associate of HoldingCompany

Purchase of Goods 32,491.00 32,491.00 34,618.53 21,195.16

Sale of Goods 30,621.42 30,621.42 25,759.43 36,499.28

Advance Given (Net) Nil Nil 5,800.00 (9,223.90)

Promoter Contribution Received 4,719.48 4,719.48 7,458.84 –

Services Received Nil Nil 11.23 95.31

Services Rendered 7.71 7.71 3.04 51.88

Remuneration of Key Management personnel 24.47 63.92

Balance Receivable at the year end 31,158.77 31,158.77 29,616.60 24,148.87

Balance Payable at the year end 14,133.98 14,133.98 7,458.84 2,853.99

Note No: 3.33Disclosure required in Compliance of Amendments Notified under the Companies Act, 2013 by Ministry of Corporate Affairs Dated30th March 2017.

(Amount in Rupees)

Particulars Specified Bank Notes (SBNs) Other denomination notes Total

Closing cash in hand as on 08.11.2016 172,500.00 283,686.00 456,186.00

(+) Permitted receipts / Withdrawn from bank* – 906,149.00 906,149.00

(-) Permitted payments – 810,002.00 810,002.00

(-) Amount deposited in Banks 172,500.00 283,686.00 456,186.00

Closing cash in hand as on 30.12.2016 – 379,833.00 379,833.00

*Including Rs. 8,05,000/- withdrawn from bank.

Note No: 3.34The Previous period figures have been regrouped / reclassified, wherever considered necessary to conform to the current yearpresentation





CASTEX TECHNOLOGIES LIMITED & SUBSIDIARIESCONSOLIDATED FINANCIAL STATEMENT

CONSOLIDATED FINANCIAL STATEMENTof

CASTEX TECHNOLOGIES LIMITEDand

ITS SUBSIDIARIES&

JOINT VENTURES



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Independent Auditors’ Report on Consolidated Ind AS Financial Statements

To the Members of Castex Technologies Limited

Report on the Consolidated Ind AS financial statements

We have audited the accompanying consolidated Ind AS financial statements of Castex Technologies Limited (“theholding company”) and its subsidiaries (collectively referred to as “the Group”), its associates and joint ventures whichcomprise the consolidated balance sheet as at 31st March 2017, the consolidated statement of profit and loss[includingother comprehensive income], the consolidated cash flow statement and the consolidated statement of changes inequityfor the year ended on that date, and a summary of the significant accounting policies and other explanatoryinformation (hereinafter referred to as “the consolidated Ind AS financial statements”).

Management’s Responsibility for the Consolidated Ind AS financial statements

The Holding Company’s board of directors is responsible for the preparation of these consolidated Ind AS financialstatements in terms of the requirements of the Companies Act, 2013 (“the Act”) that give a true and fair view of theconsolidated financial position, consolidated financial performance [including other comprehensive income], theconsolidated changes in equity and the consolidated cash flows of the Group,its associates and joint ventures, inaccordance with the accounting principles generally accepted in India, including the Indian accounting standardsprescribed under Section 133 of the Companies Act, 2013 (hereinafter referred to as “the Act”) read with relevant Rulesof the Companies (Accounts) Rules, 2014. The respective board of directors of the companies included in the Group,its associates and joint ventures are responsible for maintenance of adequate accounting records in accordance withthe provisions of the ‘Act’ for safeguarding of the assets of the Group, its associates and joint venturesand for preventingand detecting frauds and other irregularities; the selection and application of appropriate accounting policies; makingjudgments and estimates that are reasonable and prudent; and the design, implementation and maintenance ofadequate internal financial controls, that were operating effectively for ensuring the accuracy and completeness of theaccounting records, relevant to the preparation and presentation of the consolidated Ind AS financial statements thatgive a true and fair view and are free from material misstatement, whether due to fraud or error, which have beenused for the purpose of preparation of the consolidated Ind AS financial statements by the directors of the HoldingCompany, as aforesaid.

Auditors’ Responsibility

Our responsibility is to express an opinion on these consolidated Ind AS financial statements based on our audit. Whileconducting the audit, we have taken into account the provisions of the Act, the accounting and auditing standards andthe matters which are required to be included in the audit report under the provisions of the Act and the Rules madethereunder.

We conducted our audit in accordance with the standards on auditing specified under section 143(10) of the Act. Thosestandards require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether the consolidated Ind AS financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and the disclosures in theconsolidated Ind AS financial statements. The procedures selected depend on the auditor’s judgment, including theassessment of the risks of material misstatement of the consolidated Ind AS financial statements, whether due to fraudor error. In making those risk assessments, the auditor considers internal financial control relevant to the HoldingCompany’s preparation of the consolidated Ind AS financial statements that give a true and fair view in order to designaudit procedures that are appropriate in the circumstances. An audit also includes evaluating the appropriateness ofthe accounting policies used and the reasonableness of the accounting estimates made by the Holding Company’sboard of directors, as well as evaluating the overall presentation of the consolidated Ind AS financial statements.

We believe that the audit evidence obtained by us and the audit evidence obtained by the other auditors in terms oftheir reports referred to in other matters paragraph below, is sufficient and appropriate to provide a basis for ourqualified audit opinion on the consolidated Ind AS financial statements.

Basis for Qualified Opinion



a) As explained in note no.3.34 to the consolidated Ind AS financial statements, the financial statements and otherfinancial information of 1 subsidiary company and 1 joint venture company included in these consolidatedfinancial statements, as at and for the year ended March 31, 2017, are based on its unaudited financialstatements, as certified by the management and which reflects total assets of Rs.80374 Lakh as at March 31,2017, net assets of Rs.53,512 Lakh as at March 31, 2017, total revenues of Rs. 698 Lakh for the year ended March31, 2017 and net cash flow of Rs. 51 Lakh for the year ended on that date, as considered in these financialstatements in respect of subsidiary company and Group’s share of net profit of Rs. 4 Lakh for the year endedMarch 31, 2017, as considered in the consolidated Ind AS financial statements, in respect of 1 joint venturecompany. Consequently, we were unable to determine whether any adjustments to these amounts, includingconsequential adjustments to reserves & surplus including adjustments to retained earnings on transition to IndAS etc. were necessary, had the financial statements of these subsidiaries been audited as at and for the yearended March 31, 2017.

b) As explained in note no. 3.12 to the consolidated Ind AS financial statements regarding inventories not movedfor last over one year amounting to Rs. 38,551Lakh. Since the company has not obtained any technical / market/ commercial evaluation for the same, we are unable to comments on the realizable value of the same, whichmay be lower than the amount at which it has been reflected in the balance sheet.

Qualified Opinion

In our opinion and to the best of our information and according to the explanations given to us and based on theconsideration of reports of other auditors on separate financial statements of certain subsidiaries, joint ventures andassociates, except for the possible effects of the matters described in the basis of qualified opinion sub-paragraph (a)and (b) as given here in above, the effect of which is not ascertainable, the aforesaid consolidated Ind AS financialstatements give the information required by the ‘Act’ in the manner so required and give a true and fair view inconformity with the accounting principles generally accepted in India including the Ind AS, of the consolidated financialposition of the Group as at March 31, 2017, and its consolidated financial performance [including other comprehensiveincome], its consolidated statement of changes in equity and its consolidated cash flows for the year ended on thatdate.

Other Matter

We have not audited the Ind AS financial statements / financial information of 6 associate companies included in theconsolidated Ind AS financial statements. The consolidated Ind AS financial statement also include Group’s share ofnet loss after tax of Rs. 1 Lakh for the year ended March 31, 2017, in respect of these 6 associate companies, whosefinancial statements have not been audited by us. These financial statements have been audited by other auditorswhose reports have been furnished to us for the purpose of consolidation, and our opinion on the consolidated IndAS financial statements, in so far as it relates to the amounts and disclosures included in respect of the subsidiariesand joint ventures, and our report, in terms of sub-sections (3)of Section 143 of the Act, in so far as it relates to theaforesaid subsidiary and jointly controlled company is based solely on the management accounts furnished by themanagement.

Our opinion on the consolidated Ind AS financial statements, and our report on Other Legal and Regulatory Requirementsbelow, is not modified in respect of the above matters with respect to our reliance on the management accountsfurnished by the management.

Report on Other Legal and Regulatory Requirements

1. As required by sub-section 3 of Section 143 of the Act, based on our audit and on the consideration of the reportof other auditors on separate financial statements of subsidiaries, associates and joint ventures, as noted in‘Other Matter’ paragraph, we report, to the extent applicable, that:

(a) Except for the matters described in the Basis for qualified opinion, we have sought and obtained all theinformation and explanations which to the best of our knowledge and belief were necessary for thepurposes of our audit of the aforesaid consolidated Ind AS financial statements.

(b) In our opinion, except for the matters described in basis for qualified opinion above,proper books ofaccounts relating to preparation of the aforesaid consolidated Ind AS financial statements as required bylaw have been kept so far as it appears from our examination of those books and the reports of the other



auditors.

(c) The consolidated balance sheet, the consolidated statement of profit and loss [including other comprehensiveincome],consolidated cash flow and the consolidated statement of changes in equity dealt with by thisreport are in agreement with the relevant books of account maintained for the purpose of preparation ofthe consolidated Ind AS financial statements.

(d) In our opinion, except for the effects of the matters described in the Basis for qualified opinion paragraphabove, the aforesaid consolidated Ind AS financial statements comply with the Indian Accounting Standardsprescribed under Section 133 of the Act, read with Rule 7 of the Companies (Accounts) Rules, 2014.

(e) In our opinion, the matters described in the Basis for qualified opinion above may have adverse effect inthe functioning of the group.

(f) On the basis of the written representations received from the directors of the holding company as on 31March 2017 taken on record by the board of directors of the holding company and the reports of the otherstatutory auditors of its subsidiary companies, associates and joint ventures incorporated in India, noneof the directors of the Group companies, its associates and joint ventures incorporated in India is disqualifiedas on 31st March 2017 from being appointed as a director of that company in terms of sub-section 2 ofSection 164 of the Act.

(g) with respect to the adequacy of the internal financial controls over financial reporting of the holdingcompany and its subsidiary companies, associates and joint ventures incorporated in India and theoperating effectiveness of such controls, refer to our separate report in “Annexure A”; and

(h) with respect to the other matters to be included in the Auditor’s Report in accordance with Rule 11 of theCompanies (Audit and Auditors) Rules, 2014, in our opinion and to the best of our information andaccording to the explanations given to us and based on the consideration of the report of the other auditorson separate financial statements of subsidiaries, as noted in the ‘Other Matter’ paragraph:

i. the consolidated Ind AS financial statements disclose the impact of pending litigations on theconsolidated financial position of the Group, its associates and joint ventures. Refer Note No. 3.29.5to the consolidated Ind AS financial statements;

ii. the Group, its associates and joint ventures did not have any material foreseeable losses on longterm contracts including derivatives contracts.

iii. therewere no amounts which were required to be transferred, to the Investor Education andProtection Fund by the holding company, its subsidiaries and joint venture companiesincorporatedin India.

iv. theGroup, its associates and joint venture companies incorporated in India has provided requisitedisclosures in its Ind AS financial statements as to holdings as well as dealings in specified banknotes during the period from 8th November 2016 to 30th December 2016.Based on the auditprocedures and reliance on management representation, we report that the disclosures are inaccordance with the books of accounts and other records maintained by the holding company andsubsidiaries incorporated in India and as produced to us by the management of the holdingcompany [Refer note 3.33 to the consolidated Ind As financial statements].






Annexure - A to the Independent Auditors’ ReportReport on the Internal Financial Controls over financial reporting under Clause (i) of Sub-section 3 of Section 143 of theCompanies Act, 2013 (“the Act”)

In conjunction with our audit of the consolidated Ind AS financial statements of Castex Technologies Limited [theHolding Company] as of and for the year ended March 31,2017, we have audited the internal financial controls overfinancial reporting of Castex Technologies Limited (“the holding company”), its subsidiary companies, associates andjoint venture companies, incorporated in India, as of that date.

Management’s Responsibility for Internal Financial Controls

The respective board of directors of the holding company, its subsidiary companies, associates and joint venturecompanies,incorporated in India, are responsible for establishing and maintaining internal financial controls based onthe internal control over financial reporting criteria established by the company considering the essential componentsof internal control stated in the Guidance Note on Audit of Internal Financial Controls over Financial Reporting issuedby the Institute of Chartered Accountants of India (“ICAI’). These responsibilities include the design, implementation andmaintenance of adequate internal financial controls that were operating effectively for ensuring the orderly and efficientconduct of its business, including adherence to company’s policies, the safeguarding of its assets, the prevention anddetection of frauds and errors, the accuracy and completeness of the accounting records, and timely preparation ofreliable financial information, as required under the Companies Act, 2013.

Auditors’ Responsibility

Our responsibility is to express an opinion on the company’s internal financial controls over financial reporting basedon our audit. We conducted our audit in accordance with the Guidance Note on Audit of Internal Financial Controlsover Financial Reporting (the “Guidance Note”) issued by ICAI and the Standards on Auditing, issued by ICAI anddeemed to be prescribed under section 143(10) of the Companies Act, 2013, to the extent applicable to an audit ofinternal financial controls, both issued by the Institute of Chartered Accountants of India. Those Standards and theGuidance Note require that we comply with ethical requirements and plan and perform the audit to obtain reasonableassurance about whether adequate internal financial controls over financial reporting was established and maintainedand if such controls operated effectively in all material respects.

Our audit involves performing procedures to obtain audit evidence about the adequacy of the internal financial controlssystem over financial reporting and their operating effectiveness. Our audit of internal financial controls over financialreporting included obtaining an understanding of internal financial controls over financial reporting, assessing the riskthat a material weakness exists, and testing and evaluating the design and operating effectiveness of internal controlbased on the assessed risk. The procedures selected depend on the auditor’s judgment, including the assessment ofthe risks of material misstatement of the Ind AS financial statements, whether due to fraud or error.

We believe that the audit evidence we have obtained and the audit evidence obtained by other auditors in terms oftheir reports referred to in Other Matters paragraph below is sufficient and appropriate to provide a basis for our auditopinion on the holding company’s internal financial controls system over financial reporting.

Meaning of Internal Financial Controls over Financial Reporting

A company’s internal financial control over financial reporting is a process designed to provide reasonable assuranceregarding the reliability of financial reporting and the preparation of financial statements for external purposes inaccordance with generally accepted accounting principles. A company’s internal financial control over financialreporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonabledetail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonableassurance that transactions are recorded as necessary to permit preparation of financial statements in accordance withgenerally accepted accounting principles, and that receipts and expenditures of the company are being made onlyin accordance with authorisations of management and directors of the company; and (3) provide reasonable assuranceregarding prevention or timely detection of unauthorised acquisition, use, or disposition of the company’s assets thatcould have a material effect on the financial statements.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inherent limitations of internal financial controls over financial reporting, including the possibility of



collusion or improper management override of controls, material misstatements due to error or fraud may occur andmay not be detected. Also, projections of any evaluation of the internal financial controls over financial reporting tofuture periods are subject to the risk that the internal financial control over financial reporting may become inadequatebecause of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.

Opinion

In our opinion and to the best of our information and according to the explanation given to us and based onconsideration of reporting of other auditors as mentioned in “Other Matters” paragraph of Audit Opinion, the holdingcompany, its subsidiaries, associate companies and joint venture companies, which are incorporated in India, have,in all material respects, an adequate internal financial controls system over financial reporting and such internalfinancial controls over financial reporting were operating effectively as at March 31, 2017, based on the internal controlover financial reporting criteria established by the holding company considering the essential components of internalcontrol stated in the Guidance Note on Audit of Internal Financial Controls Over Financial Reporting issued by the ICAI.

Other Matters

Our aforesaid report under section 143(3)(i) of the Companies Act, 2013 on the adequacy and operating effectivenessof the internal financial controls over financial reporting in so far as it relates to 6 associate companies, which arecompanies incorporated in India, is based on the corresponding reports of the auditors of such companies incorporatedin India.






Consolidated Balance Sheet as at 31st March, 2017(Rupees in Lakhs)

Particulars Note No. As at As at As at31.03.2017 31.03.2016 01.10.2015

A ASSETS1 Non-Current Assets

(a) Property, Plant and Equipment 3.1 519,925.26 569,223.71 625,801.68(b) Capital work-in-progress 3.1 71,317.46 47,021.31 25.36(c) Financial Assets

Investment 3.2 56,817.11 128,328.42 129,631.26Other financial assets 3.3 499.57 544.23 569.69

(d) Deferred Tax Assets (net) 3.4 42,524.78 – –(e) Other Non-current Assets 3.5 32,910.13 30,473.92 57,153.52

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Non-Current Assets 723,994.31 775,591.59 813,181.51

––––––––––––––––– ––––––––––––––––– –––––––––––––––––2 Current Assets

(a) Inventories 3.6 52,906.75 114,001.82 114,104.79(b) Financial Assets

Investments 3.7 45.09 777.85 2,584.07Trade Receivables 3.8 33,837.62 57,134.99 70,382.49Cash and Cash Equivalents 3.9 1,093.80 3,699.28 9,663.21Other Current Financial Assets 3.10 268.64 20,801.53 25,896.45

(c) Current Tax Assets (Net) 3.11 4,212.63 4,121.06 12,991.48(d) Other Current Assets 3.12 54,216.76 19,313.20 2,500.26

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Current Assets 146,581.29 219,849.73 238,122.75

––––––––––––––––– ––––––––––––––––– –––––––––––––––––3 Assets held for Sale 3.13 80,373.68

––––––––––––––––– ––––––––––––––––– –––––––––––––––––TOTAL-ASSETS 950,949.28 995,441.32 1,051,304.26

––––––––––––––––– ––––––––––––––––– –––––––––––––––––(B) EQUITY AND LIABILITIES1 Equity

(a) Equity Share Capital 3.14 7,562.46 7,562.46 7,562.46(b) Other Equity 3.15 222,935.02 341,778.53 404,644.87

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Equity 230,497.48 349,340.99 412,207.33

––––––––––––––––– ––––––––––––––––– –––––––––––––––––2 Liabilities

Non-Current Liabilities(a) Financial Liabilities

Borrowings 3.16 1,130.84 356,188.82 360,537.66(b) Deferred Tax Liabilities (Net) 3.4 – 3,697.46 34,334.35(c) Provisions 3.17 2,649.08 2,508.65 2,538.81(d) Other Non-Current Liabilities 3.18 12,178.32 7,458.84 –

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Non-Current Liabilities 15,958.24 369,853.77 397,410.82

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Current Liabilities(a) Financial Liabilities

Borrowings 3.19 129,157.28 123,547.90 128,228.94Trade Payables 3.20(i) Total outstanding dues of Micro enterprises &

small enterprises 190.41 123.18 145.68(ii) Total outstanding dues other than

Micro enterprises & small enterprises 11,010.18 7,662.56 8,116.17(b) Other Financial Liabilities 3.21 554,244.64 141,114.92 94,776.20(c) Other Current Liabilities 3.22 4,651.17 2,528.31 8,839.62(d) Provisions 3.23 23.94 24.91 25.33(e) Current Tax Liabilities (Net) 3.24 – 1,244.78 1,554.17

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Sub Total-Current Liabilities 699,277.62 276,246.56 241,686.11

––––––––––––––––– ––––––––––––––––– –––––––––––––––––3 Liabilities held for sale 3.13 5,215.94 – –

––––––––––––––––– ––––––––––––––––– –––––––––––––––––TOTAL EQUITY AND LIABILITIES 950,949.28 995,441.32 1,051,304.26

––––––––––––––––– ––––––––––––––––– –––––––––––––––––Significant Accounting Policies & Notes on Financial Statements 1 to 3.35






Statement of Consolidated Profit and Loss for the period ended 31st March, 2017(Rupees in Lakhs)

Particulars Note No. For the Year Ended For the Six Months 31.03.2017 Ended 31.03.2016

I. RevenueRevenue from operations 3.25 146,720.09 101,830.14Other Income 3.26 143.54 147.51

––––––––––––––––– –––––––––––––––––II. Total Revenue 146,863.63 101,977.65

––––––––––––––––– –––––––––––––––––III. Expenses:

Cost of Materials Consumed 3.27 99,820.78 75,501.62Changes in inventories of finished goods,work-in-progress and Stock-in-Trade 3.28 (2,744.58) (7,841.51)Employee benefit expense 3.29 8,424.00 4,596.49Finance costs 3.29 80,505.61 39,800.07Depreciation and amortization Expenses 3.29 52,651.14 23,917.06Other Expenses 3.29 17,998.95 12,020.87

––––––––––––––––– –––––––––––––––––IV. Total Expenses 256,655.90 147,994.60

––––––––––––––––– –––––––––––––––––V. Profit/(loss) before share of profit/(loss) from investment

in associate and joint ventures, exceptional items and tax (II-IV) (109,792.27) (46,016.95)––––––––––––––––– –––––––––––––––––

VI . Share of profit /(loss) of associate and joint venture 2.78 (21.86)––––––––––––––––– –––––––––––––––––

VII. Profit/(Loss) before exceptional items and tax (V+VI) (109,789.49) (46,038.81)––––––––––––––––– –––––––––––––––––

VIII. Exceptional Items [(Income)/Expense] 3.30 40,034.60 37,240.52––––––––––––––––– –––––––––––––––––

IX. Profit/(Loss) before tax (VII-VIII) (149,824.09) (83,279.33)––––––––––––––––– –––––––––––––––––

X. Tax expense:(1) Deferred tax (45,974.77) (30,642.72)(2) MAT – 8,848.68

––––––––––––––––– –––––––––––––––––Total Tax Expenses (45,974.77) (21,794.04)

––––––––––––––––– –––––––––––––––––XI. Profit/(Loss) for the period from continuing operations (IX-X) (103,849.32) (61,485.29)

––––––––––––––––– –––––––––––––––––XII. Other Comprehensive Income 3.31

A) (i) Item that will not be reclassified to profit or loss (2.22) 203.16ii) Income tax relating to items that will not be

reclasified to profit or loss 5.78 (58.10)B) (i) Item that will be reclassified to profit or loss 133.15 (139.08)

ii) Income tax relating to items that will be reclasifiedto profit or loss 241.70 52.28

––––––––––––––––– –––––––––––––––––Total Other Comprehensive Income 378.41 58.26

––––––––––––––––– –––––––––––––––––XIII. Total Comprehensive Income from continuing operations(XI+XII) (103,470.91) (61,427.03)

––––––––––––––––– –––––––––––––––––XIV. Profit/(loss) from Discontinued operations (after tax) 3.32 (4,269.95) (1,709.27)XV. Other Comprehensive Income from Discontinued Operations (net of tax) (11,102.65) 269.96

––––––––––––––––– –––––––––––––––––XVI. Total Comprehensive Income from Discontinued Operations (XIV+XV) (15,372.60) (1,439.31)

––––––––––––––––– –––––––––––––––––XVII. Total Comprehensive Income (Comprising Profit/(Loss) and

Other Comprehensive Income for the period)(XIII+XVI) (118,843.51) (62,866.34)––––––––––––––––– –––––––––––––––––

XVIII. Earnings per equity share (for continuing operation): 3.33(1) Basic (27.46) (16.26)(2) Diluted (27.46) (16.26)

XIX. Earning per equity share (for discontinued operation): 3.33(1) Basic (1.13) (0.45)(2) Diluted (1.13) (0.45)

XX. Earning per equity share (for continuing & discontinued operation): 3.33(1) Basic (28.59) (16.71)(2) Diluted (28.59) (16.71)

Significant Accounting Policies & Notes on Financial Statements 1 to 3.35






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CONSOLIDATED CASH FLOW STATEMENT FOR THE YEAR ENDED 31ST MARCH, 2017(Rupees in Lakhs)

Particulars For the Year For the Six MonthsEnded 31.03.2017 Ended 31.03.2016

A CASH FLOW FROM OPERATING ACTIVITIES:Profit before Tax from Continuing Operations (149,824.09) (83,279.33)Profit before Tax from Dis-continued Operations (5,906.03) (1,981.27)Add:Depreciation & Amortisation 52,651.14 23,917.06Add:Additional Depreciation (Exceptional Items) 16,927.55 37,240.52Add:Financial Expenses 80,505.61 39,800.07Less: Dividend Income (0.88) (4.37)Less: Interest Received & Other Income (141.50) (143.14)Less: Gain on Disposal of Property, Plant and Equipment (1.16) 25.13Less : Share of Profit of Associates/Joint Venture (5,500.91) 2,079.21Adjustment of Discontinued operations 9,638.90 -

(1,651.37) 17,653.88Change in Current / Non Current Liabilities:(Increase)/Decrease in Inventories 61,095.07 102.97(Increase)/Decrease in Trade Receivables 23,297.37 10,958.34(Increase)/Decrease in other current Assets (34,789.63) (11,996.85)(Increase)/Decrease in other Non- current assets (4,678.19) 22,328.83Increase/(Decrease) in liabilities and provisions 5,536.73 (6,615.04)Cash generation from Assets Held For Sales/Discontinued operations 1,762.33 –Cash generation from operations activities 50,572.31 32,432.13Direct Tax Paid (30.45) (23.08)Net cash from operating activities 50,541.86 32,409.05

B CASH FLOW FROM INVESTING ACTIVITIESAddition to Property, Plant and Equipment (20,263.26) (4,633.52)Adjustment in Capital work in progress (24,296.15) (46,995.95)Interest Received & Other income 141.50 143.14Proceeds from sale of Property, Plant and Equipment 15.41 36.00Purchase of investments (Net) 749.23 1,821.37Dividend Income 0.88 4.37Net Cash from Investing activities (43,652.39) (49,624.59)

C CASH FLOW FROM FINANCING ACTIVITIESProceeds from Promoter’s Contribution 4,719.48 7,458.84Proceeds/ (Repayment) of borrowings 23,019.42 37,679.60Finance Charges Paid (36,993.03) (33,887.98)Cash generation from Assets Held For Sales /Discontinued operations 78.03 –Net Cash from financing activities (9,176.10) 11,250.46Net cash flows during the year (A+B+C) (2,286.63) (5,965.08)Cash & cash equivalents (opening balance) 3,699.28 9,663.21Cash & cash equivalents held for sale (295.17) -Exchange fluctuation on Cash (23.68) 1.15Cash & cash equivalents (closing balance) 1,093.80 3,699.28NOTES TO CASH FLOW STATEMENT

1. The above statement has been prepared under indirect method except in case of dividend which has been considered on the basisof actual movement of cash with corresponding adjustments of assets and liabilities.

2. Cash & Cash Equivalents include cash & bank balances only.3. Previous period figures have been regrouped/ recast wherever considered necessary.4. The Closing Cash Balance includes Rs. 63.77 Lakhs (Rs. 339.82 Lakhs) as margin money against Bank Gurantees’s/Letter of

credit etc.We have examined the above cash flow statement of Catex Technologies Limited & its subsidiaries for the year ended 31st March, 2017and verify that it has been derived from the audited accounts (and underlying records) of the company reported on by us as per our report.






Notes to the Financial Statements1. Company Overview and Significant Accounting Policies

M/S Castex Technologies Limited (hereinafter referred to as CTL) was previously known as Amtek India Limited. TheCompany has changed its name from Amtek India Ltd to Castex Technologies Limited w.e.f. from 26.05.2015. Since, theword “Castex” reflects the expertise of the Company in manufacturing of Casting components, the Board decided tochange the name.

Castex Technologies Limited (hereinafter referred to as “CTL” or “the Company”) established in 1983, is engaged in themanufacturing of machined and casting components. The company has Iron casting facilities at Bhiwadi (Rajasthan) andmachining facilities at Gurugram (Haryana) and Solan (Himachal Pradesh).

The Product product portfolio includes highly engineered components including cylinder head, cylinder blocks and turbocharger housing.

CTL is a major supplier to OEMs for passenger cars, light and heavy commercial vehicles and tractors, in the castingsegment; and passenger cars, light and heavy commercial vehicles, 2/3 wheelers and tractors in the machining segment.

Major customers of the company include Maruti Udyog Ltd., TATA Motors, New Holland Tractors, Hyundai Motors, ITL,Eicher Motor, Bajaj, TVS etc. and also refrigeration industries like LG Electronics.

Company has its Registered Office at Village –Narsinghpur, Mohammadpur, Old Manesar Road, Gurugram , Haryana andCorporate Office at 3, Local Shopping Centre, Pamposh Enclave, G.K.-1, New Delhi.

2. Significant Accounting Policies

2.1 Statement of Compliance

The Consolidated Financial Statements have been prepared in accordance with IND ASs notified under the Companies(Indian Accounting Standard) Rules, 2015. The Group has adopted Indian Accounting Standards from April 1, 2016 andaccordingly these consolidated financial statements have been prepared in accordance with IND ASs notified by section133 of the Companies Act, 2013 read with relevant rules issued thereunder from time to time, to the extent applicableto the company. The company has adopted change of year to coincide with 31st March, in terms of section 2(41) of theCompanies Act, 2013 from financial year 2015-16 and accordingly, the said financial year of the company was of a sixmonths period beginning 01st October 2015 to 31st March 2016. Accordingly, the transition date to IND AS for the companyis October 1, 2015.

There is a possibility that these consolidated financial statements and comparatives may require adjustment due tochanges in financial reporting requirements arising from new or revised standards or interpretations issued by MCA orICAI.

2.2 Basis of preparation of consolidated financial statements

These financial statements are prepared in accordance with Indian Accounting Standards (IND AS) under the historicalcost convention on the accrual basis except for certain financial instruments which are measured at fair values; theprovisions of the Companies Act, 2013 (‘Act’) (to the extent notified and applicable); and guidelines issued by the Securitiesand Exchange Board of India (SEBI). The IND AS are prescribed under Section 133 of the Act read with Rule 3 of theCompanies (Indian Accounting Standards) Rules, 2015 and Companies (Indian Accounting Standards) Amendment Rules,2016.

The group has adopted all notified Indian Accounting standards to the extent applicable. The adoption was carried outin accordance with IND AS 101 (First time adoption of Indian Accounting Standards). The transition was carried out fromIndian Accounting Principles generally accepted in India as prescribed under Section 133 of the Act, read with Rule 7 ofthe Companies (Accounts) Rules, 2014 (IGAAP), which was the previous GAAP. Reconciliations and descriptions of theeffect of the transition has been summarized in notes.

Accounting policies have been consistently applied except where a newly issued Indian accounting standard is initiallyadopted or a revision to an existing accounting standard requires a change in the accounting policy hitherto in use. Furtherthe consolidated financial statements have been prepared using uniform accounting policies for like transactions andother events in similar circumstances except for items, for which the accounting treatment is given on the basis of local



laws applicable in respective countries for which using uniform accounting policies for the purpose of consolidation isimpracticable.

2.3 Use of estimates

The preparation of the consolidated financial statements in conformity with IND AS requires management to makeestimates, judgments and assumptions. These estimates, judgments and assumptions affect the application of accountingpolicies and the reported amounts of assets and liabilities, the disclosures of contingent assets and liabilities at the dateof the financial statements and reported amounts of revenues and expenses during the period. Appropriate changes inestimates are made as management becomes aware of changes in circumstances surrounding the estimates. Changesin estimates are reflected in the financial statements in the period in which changes are made and, if material, their effectsare disclosed in the notes to the financial statements.

2.3.1 Useful lives of property, plant and equipment

The group reviews the useful life of property, plant and equipment at the end of each reporting period or more frequently.This reassessment may result in change in depreciation expense in future periods.

2.3.2 Valuation of deferred tax assets / liabilities

The group reviews the carrying amount of deferred tax assets / liabilities at the end of each reporting period. The policyfor the same has been explained under Note 2(i).

2.3.3 Provisions and contingent liabilities

A provision is recognised when the company has a present obligation as a result of past event and it is probable thanan outflow of resources will be required to settle the obligation, in respect of which a reliable estimate can be made.Provisions (excluding retirement benefits and compensated absences) are not discounted to its present value and aredetermined based on best estimate required to settle the obligation at the balance sheet date. These are reviewed ateach balance sheet date adjusted to reflect the current best estimates. Contingent liabilities are not recognised in thefinancial statements. A contingent asset is neither recognised nor disclosed in the financial statements.

2.4 Principles of Consolidation and Equity Accounting

Consolidated financial statements are the financial statements of the group in which assets, liabilities, equity, income,expenses and cash flows of the parent and its subsidiaries are presented as those of a single economic entity.

(i) Subsidiaries

Subsidiaries are all entities (including structured entities) over which the group has control. The group controls the entitywhen the group is exposed to, or has rights to, variable returns from its involvement with the entity and has the abilityto affect those returns through its power to direct the relevant activities of the entity. Subsidiaries are fully consolidatedfrom the date on which control is transferred to the group. They are deconsolidated from the date, the control seizes.

The group combines the financial statements of the parent and its subsidiaries line by line, adding together like itemsof assets, liabilities, equity, income and expenses. Inter-company transactions, balances and unrealized gains all transactionsbetween group companies are eliminated. Unrealized losses are also eliminated unless the transaction providesevidence of impairment of the transferred assets. Accounting policies of subsidiaries have been changed whereverconsidered necessary to ensure consistency with the policies adopted by the group.

Non- controlling interest in the results and equity of subsidiaries are shown separately in the consolidated statementof the profit and loss, consolidated statement of changes in equity and balance sheet respectively.

(ii) Associates

Associates are all entities over which the group has significant influence but does not have control or joint control. Thisis generally a case where the group holds between 20%-50% of the voting rights. Investments in associates are accountedfor using the equity method of accounting after initially being recognized at cost.

(iii) Joint Ventures

Interest in Joint ventures are accounted for using the equity method, after initially being recognized at cost in theconsolidated balance sheet.



2.5 Foreign currency translations

(i) Functional and Presentation Currency

The Group’s consolidated financial statements are presented in INR, which is also the parent company’s functionalcurrency. For each entity, the Group determines the functional currency and items included in the financial statements ofeach entity are measured using that functional currency.

(ii) Transactions and balances

Foreign currency transactions are translated into the functional currency using the exchange rates at the dates of thetransactions. Foreign exchange gains and losses resulting from settlement of such transactions and from the translationof monetary assets and liabilities denominated in foreign currencies at year end exchange rates are generally recognizedin profit or loss. A monetary item for which settlement is neither planned nor likely to occur in the foreseeable future isconsidered as part of the entity’s net investment in that foreign operation.

Foreign exchange differences regarded as adjustment to borrowing cost are presented within finance cost. All otherforeign exchange gains and losses are presented in the statement of profit and loss on a net basis within other gains/losses.

Non-monetary assets and liabilities denominated in foreign currency and measured at historical cost are translated atthe exchange rate prevalent at the date of transaction.

(iii) Group Companies

For the purpose of presenting consolidated financial statements, the assets and liabilities of the Company’s foreignoperations that have a functional currency other than Indian rupees are translated into Indian rupees using exchange ratesprevailing at the reporting date. Income and expense items are translated at the average exchange rates for the period.Exchange differences arising, if any, are recognized in other comprehensive income and held in foreign currencytranslation reserve (FCTR), a component of equity, except to the extent that the translation difference is allocated to non-controlling interest.

2.6 Revenue Recognition

Revenue is measured at fair value of the consideration received or receivable. Revenue is recognised to the extent thatit is probable that the economic benefits will flow to the group and the revenue can be reliably measured regardless ofwhen the payment is being made. The group bases its estimates on historical results, taking into consideration the typeof customer, the type of transaction and the specifics of each arrangement.

● All Expenses and income are accounted for on accrual basis.

2.7 Employee benefits

● Long - Term Employee Benefits

The liability for gratuity, leave encashment, pension, superannuation and other benefits is determined usingProjected Unit Credit [PUC] Method and is accounted for on the basis of actuarial valuation in Accordancewith IND AS - 19. The company recognizes the net obligation of a defined benefit plan in its balance sheetas an asset or liability. Actuarial Gains and losses through re-measurements of the net defined benefitliability/ (asset) are recognized in other comprehensive income. The current service cost is included in theemployee benefit expense in the statement of profit & loss account. The interest cost calculated by applyingthe discount rate to the net balance of defined benefit obligation, is included in the finance cost in thestatement of profit & loss account.

● Short-Term Employee Benefits

Short - term employee benefits include performance incentive, salaries & wages, bonus and leave travelallowance. The undiscounted amount of short-term employee benefits expected to be paid in exchange forthe services rendered by employees are recognized during the year when the employees render theservices.



2.8 Borrowing costs

Borrowing costs consist of interest and other costs that an entity incurs in connection with the borrowing of funds.Borrowing cost also includes exchange differences to the extent regarded as an adjustment to the interest costs. Borrowingcosts directly attributable to the acquisition, construction or production of an asset that necessarily takes a substantialperiod of time to get ready for its intended use are capitalised as part of the cost of the asset.

Processing fee paid for borrowings is amortised over the term of long term loan through statement of profit & loss. Allother borrowing costs are expensed in the period in which they occur.

Preference Shares are separated into equity and liability components based on the terms of the issue / contract. Intereston liability component of preference shares is determined using amortised cost method and is charged to the statementof profit & loss.

2.9 Depreciation & amortisation

The group depreciates property, plant and equipment over their estimated useful lives using the straight-line method.Depreciation methods, useful lives and residual values are reviewed at each reporting period. Depreciation on additions/deductions to property, plant and equipment is provided on pro-rata basis from the date of actual installation or up tothe date of such sale or disposal, as the case may be.

Leasehold assets are amortised equally over the period of their lease.

2.10 Impairment of Assets

a) Financial assets (other than at fair value)

The group assesses at each balance sheet date whether a financial asset or a group of financial assetsis impaired. Ind AS 109 requires expected credit losses to be measured through a loss allowance. The grouprecognises lifetime expected losses for all contract assets and/or all trade receivables that do not constitutea financing transaction.

b) Non-financial assets

Property, Plant & equipment and Intangible Assets

Property, plant and equipment and intangible assets with finite life are evaluated for recoverability wheneverthere is an indication that their carrying amounts may not be recoverable. If any such indication exists, therecoverable amount (i.e. higher of the fair value less cost to sell and the value-in-use) is determined onan individual asset basis unless the asset does not generate cash flows that are largely independent ofthose from other assets. In such cases, the recoverable amount is determined for the cash generating unit(CGU) to which the asset belongs. If the recoverable amount of an asset (or CGU) is estimated to be lessthan its carrying amount, the carrying amount of the asset (or CGU) is reduced to its recoverable amount.An impairment loss is recognised in the statement of profit or loss.

2.11 Non-Current Assets held for sale/ Discontinued Operations

The Group classifies non-current assets and disposal groups as held for sale, if their carrying amounts is likely to berecovered principally through a sale rather than through continuing use and there is a commitment from the managementto sale the above assets within one year from the date of classification. The asset is regarded as held for sale only whenthe assets or disposal group is available for immediate sale in its present condition, subject only to the terms that areusual and customary for sales and its sale is highly probable and also it will genuinely be sold, not abandoned.

Non current assets held for sale to owners and disposal groups are measured at lower of their carrying amount and thefair value less cost to sell. Assets and liabilities classified as held for sale are presented separately in the balance sheet.Property, plant and equipment and intangible assets held for sale, once classified as held for sale are not furtherdepreciated or amortised. Discontinued operations are excluded from the results of continuing operations and arepresented as a single amount as profit or loss after tax from discontinued operations in the statement of profit and loss.



2.12 Income taxesIncome tax expense comprises current and deferred income tax. Income tax expense is recognized in net profit in thestatement of profit and loss except to the extent that it relates to items recognized directly in equity, in which case it isrecognized in other comprehensive income.

Deferred income tax assets and liabilities are recognized for all temporary differences arising between the tax bases ofassets and liabilities and their carrying amounts in the financial statements. Deferred tax assets are reviewed at eachreporting date and are reduced to the extent that it is no longer probable that the related tax benefit will be realized.

The group offsets current tax assets and current tax liabilities, where it has a legally enforceable right to set off therecognized amounts and where it intends either to settle on a net basis, or to realize the asset and settle the liabilitysimultaneously.

Minimum Alternative Tax [MAT] paid in accordance with the tax laws, which gives rise to future economic benefits in theform of adjustment of future income tax liability, is considered as an asset if there is convincing evidence that the companywill pay normal income tax in future periods. Accordingly, MAT is recognised as an asset in the balance sheet when itis probable that future economic benefits associated with it flow to the company and the asset can be measured reliably.

While preparing consolidated financial statements the accounting treatment for tax is given on the basis of local lawsapplicable in respective countries.

2.13 Property, plant and equipmentProperty, plant and equipment are stated at cost, less accumulated depreciation /amortization (applied as per local lawsof respective countries) and impairment, if any. Costs directly attributable to acquisition are capitalized until the property,plant and equipment are ready for use, as intended by management. The cost of property, plant & equipment also includesinitial estimates of dismantling cost and restoring the site to its original position, on which the site is located. For transitionto IND AS, the company has elected to continue with carrying value of all its property, plant and equipment recognizedas on 01.10.2015 measured as per the previous GAAP.

2.14 Financial instrumentsThe group recognizes financial assets and financial liabilities when it becomes a party to the contractual provisions ofthe instrument. All financial assets (Except Net Investments) and Financial liabilities (Except Borrowings) are recognizedat fair value on initial recognition, except for trade receivables and security deposits, which are initially measured attransaction price. Transaction costs that are directly attributable to the acquisition or issue of financial assets and financialliabilities that are not at fair value through profit or loss are added to the fair value on initial recognition.

Financial liabilities are subsequently carried at amortized cost using the effective interest method, except for contingentconsideration recognized in a business combination, which is subsequently measured at fair value through profit and loss.

For trade and other payables maturing within one year from the balance sheet date, the carrying amounts are approximatelyat fair value due to the short maturity of these instruments.

De-recognition of financial instrumentsThe group de-recognises a financial asset when the contractual rights to the cash flows from the financial asset expireor it transfers the financial asset and the transfer qualifies for de-recognition under IND AS 109. A financial liability (or apart of a financial liability) is de-recognised from the group’s balance sheet when the obligation specified in the contractis discharged or cancelled or expires.

2.15 BorrowingsBorrowings are initially measured at fair value, net of transaction costs incurred. Borrowings are subsequently measuredat amortised cost. Any difference between the proceeds (net of transaction costs) and the redemption amount isrecognised in profit or loss over the period of the borrowings using the effective interest method.

Preference shares are separated into liability and equity components based on the terms of the issue / contract. Onissuance of the preference shares, the fair value of the liability component is determined using a market rate for anequivalent instrument. This amount is classified as financial liability and is measured at amortised cost (net of transactioncosts) until it is extinguished on conversion or redemption. The remainder of the proceeds is recognised and includedin equity. Transaction costs are deducted from equity, net of associated income tax. The carrying amount of the equitycomponent is not re-measured in subsequent years.



2.16 Investmentsa) Investment in subsidiaries

Investment held by the group in subsidiaries as on the date of transition date i.e. 01.10.2015 is valued atcost. Investments made in subsidiaries, after the transition date, have been valued at Fair Value ThroughOther Comprehensive Income [FVTOCI].

b) Investment in associates / Joint VenturesInvestment held by the group in associates / joint ventures as on the date of transition date i.e. 01.10.2015is valued at cost. Investments made in associates / joint ventures, after the transition date, have been valuedat Fair Value Through Other Comprehensive Income [FVTOCI].

c) Investment - OthersCurrent InvestmentsQuoted financial assets have been classified as FVTOCI and unquoted financial assets have been classifiedas Fair Value Through Profit & Loss [FVTPL].Non-Current InvestmentsQuoted long term investments have been classified as FVTOCI and unquoted long term investments arehave been classified as FVTPL.

2.17 ProvisionsA provision is recognized if, as a result of a past event, the group has a present legal or constructive obligation that isreasonably estimable, and it is probable that an outflow of economic benefits will be required to settle the obligation.Provisions are determined by discounting the expected future cash flows at a pre-tax rate that reflects current marketassessments of the time value of money and the risks specific to the liability.2.18 Inventories

● Raw Materials and Goods under process are valued at cost (Net of provision for diminution) or *NetRealizable value, whichever is lower.

● Waste and Scrap is valued at Net Realizable Value.● Cost of inventories of Raw Materials and stores and Spares is ascertained on FIFO basis.● Cost of goods under process comprise of cost of materials and proportionate production overhead. Cost of

material for this purpose is ascertained on FIFO basis.● Provision for obsolescence in inventories is made, whenever required.● *Net Realizable Value is the estimated selling price in the ordinary course of business less any applicable

selling expenses.2.19 Earnings per equity shareBasic earnings per equity share is computed by dividing the net profit attributable to the equity holders of the companyby the weighted average number of equity shares outstanding during the period. Diluted earnings per equity share iscomputed by dividing the net profit attributable to the equity holders of the company by the weighted average numberof equity shares considered for deriving basic earnings per equity share and also the weighted average number of equityshares that could have been issued upon conversion of all dilutive potential equity shares. The dilutive potential equityshares are adjusted for the proceeds receivable had the equity shares been actually issued at fair value (i.e. the averagemarket value of the outstanding equity shares). The number of equity shares and potentially dilutive equity shares areadjusted retrospectively for all periods presented for any share splits and bonus shares issues including for changeseffected prior to the approval of the financial statements by the Board of Directors.2.20 DividendsFinal dividends on shares are recorded as a liability on the date of approval by the shareholders and interim dividendsare recorded as a liability on the date of declaration by the company’s board of directors.2.21 LeasesLeases under which the company assumes substantially all the risks and rewards of ownership are classified as financeleases. When acquired, such assets are capitalized at fair value or present value of the minimum lease payments at theinception of the lease, whichever is lower.Lease payments under operating leases are recognized as an expense on a straight line basis in net profit in the Statementof Profit and Loss over the lease term.



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68





(i) Investment in Equity InstrumentUnquoted-Long Term Trade at cost in Associates4,900 (4,900 in FY 16, 4,900 in FY 15 ) Equity Shares ofRs.10/- each of Terrasoft Infosystems Pvt. Limited * – – 21.62

93,96,554 (93,96,554 in FY 16, 93,96,554 in FY 15 )Equity Shares of Blaze Spare Parts (P) Ltd. of Rs.10/- each 9,395.94 9,396.55 9,396.55

93,96,554 (93,96,554 in FY 16, 93,96,554 in FY 15)Equity Shares Gagandeep Steel & Alloys (P) ltd. of Rs.10/- each 9,396.49 9,396.55 9,396.55

93,96,554 (93,96,554 in FY 16, 93,96,554 in FY 15)Equity Shares Aaron Steel & Alloys (P) Ltd. of Rs.10/- each 9,396.49 9,396.55 9,396.55

93,16,554 (93,16,554 in FY 16, 93,16,554 in FY 15)Equity Shares Neelmani Engine Components (P) Ltd. of Rs. 10/-each 9,316.48 9,316.55 9,316.55

1,11,17,588 (1,11,17,588 in FY 16, 1,11,17,588 in FY 15)Equity Shares Asta Motorcycles & Scooter India Ltd. of Rs. 10/-each 9,316.50 9,316.55 9,316.55

92,85,554 (92,85,554 in FY 16, 92,85,554 in FY 15)Equity Shares Domain Steel & Alloys (P) Ltd. of Rs. 10/- each 9,285.49 9,285.55 9,285.55

Unquoted-Long Term Trade at cost in Joint Ventures30,05,000 (30,05,000 in FY 16, 30,05,000 in FY 15)Equity Shares of Rs.10/- each of Amtek Riken Casting Pvt. Ltd. 303.97 300.26 300.50

Unquoted-Long Term Trade at cost in Overseas Associate43 (43 in FY 16, 43 in FY 15) Equity Shares of SGD.1/- each ofAmtek Global Tecnologies Pte Ltd. – 71,514.11 72,795.09

Unquoted investment Long term Trade at cost in Domestic Company10,50,000 (10,50,000 in FY 16, 10,50,000 in FY 15) Equity Shares ofRs.10/- each of WHF Precision Forgings Ltd. 5.25 5.25 5.255,000 ( 5,000 in FY 16, 5,000 in FY 15) Equity Shares ofRs.10/- each of Alliance Hydro Power Limited 0.50 0.50 0.50

(II) Investment in Preference Instrument

Unquoted-Long Term Trade at cost in Domestic Company4,00,000 (4,00,000 in FY 16, 4,00,000 in FY 15)Preference Shares of Jyoti Structures Ltd. of Rs.100/- each 400.00 400.00 400.00

––––––––––––– ––––––––––––– –––––––––––––Total 56,817.11 128,328.42 129,631.26

––––––––––––– ––––––––––––– –––––––––––––

(Rupees in Lakhs)


Aggregate Value of Unquoted Investment (Including Preference Shares) 56,817.11 128,328.42 129,631.26

* The loss of associate has exceeded the carried value of the equity investment.



Reconciliation of Investments between previous GAAP and Ind AS is as under: As at 01.10.2015


A) Investments as per previous GAAP 126,835.62 129,330.76B) Effects of transition of Ind AS on Investments:(i) Changes in accounting method of Joint Ventures 300.26 300.50(i) Adjustment in Associate due to Ind AS 1,192.54 –

––––––––––––– –––––––––––––Investments as per Ind AS Total 128,328.42 129,631.26

––––––––––––– –––––––––––––

Note No: 3.3 OTHER FINANCIAL ASSETS (Rupees in Lakhs)


Security Deposits 499.57 544.23 569.69––––––––––––– ––––––––––––– –––––––––––––

Total 499.57 544.23 569.69––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.4 DEFERRED TAX ASSETS (NET) (Rupees in Lakhs)


Deferred Tax LiabilitiesOn account of depreciation of Property, Plant and Equipment (40,893.68) (54,788.62) (67,778.17)

––––––––––––– ––––––––––––– ––––––––––––– (40,893.68) (54,788.62) (67,778.17)

––––––––––––– ––––––––––––– –––––––––––––Deferred Tax AssetsOn account of carry forward losses/amortisation of expenses 83,418.46 51,091.16 33,443.82

––––––––––––– ––––––––––––– ––––––––––––– 83,418.46 51,091.16 33,443.82––––––––––––– ––––––––––––– –––––––––––––

Total Deferred Tax Assets/(Liabilities) 42,524.78 (3,697.46) (34,334.35)––––––––––––– ––––––––––––– –––––––––––––

Deferred Tax Assets and Deferred Tax Liabilities have been offset wherever the company has legally enforceable rightto set of current tax assets against current tax liabilities and wherever the deferred tax assets and deferred tax liabilitiesrelate to income taxes levied by the same taxation authority.

Reconciliation of Deferred Tax between previous GAAP and Ind AS is as under: As at 01.10.2015


A) Deferred Tax as per previous GAAP (3,554.88) (34,334.35)B) Effects of transition of Ind AS on Deferred Tax:On Items of Profit & Loss (84.48) -On Items of OCI (58.10) -

––––––––––––– –––––––––––––Deferred Tax as per Ind AS Total (3,697.46) (34,334.35)

––––––––––––– –––––––––––––



Note No: 3.5 OTHER NON-CURRENT ASSETS (Rupees in Lakhs)


Loans & Advances 32,910.13 30,473.92 57,153.52––––––––––––– ––––––––––––– –––––––––––––

Total 32,910.13 30,473.92 57,153.52––––––––––––– ––––––––––––– –––––––––––––

Note: No loan is given to any director or other officer of the company.

Note No: 3.6 INVENTORIES (AS CERTIFIED BY THE MANAGEMENT) (Rupees in Lakhs)


Inventories*Raw Materials 30,840.77 37,858.57 47,020.79Work in Progress 10,748.49 69,704.37 61,877.71Finished Goods 53.91 96.69 81.84Stores, Spares & Dies 11,137.11 6,211.05 5,050.93Scrap 85.51 – –Goods-in-Transit 40.96 131.14 73.52

––––––––––––– ––––––––––––– –––––––––––––Total 52,906.75 114,001.82 114,104.79

––––––––––––– ––––––––––––– –––––––––––––*Refer Point No. 2.17 of Significant Accounting Policies for Mode of valuation of inventories.*During the period under review, the company has scrapped work in progress inventory valued at Rs. 23,107.05 Lakhs(FY 16 Rs. Nil) (FY 15 Rs. Nil) on account of obsolescence



(i) Investment in Equity InstrumentQuotedNil (8,852 in FY 16, 8,852 in FY 15) Equity Shares ofRs.10/- each of United Bank of India - 1.69 1.9630 (30 in FY 16, 30 in FY 15) Equity Shares ofRs.10/- each of Alliance Integrated Metalliks Ltd. 0.04 0.03 0.03Nil (7,014 in FY 16, 7,014 in FY 15)Equity Shares of Rs. 10/-each Dena Bank – 2.02 2.78Investments in Mutual Funds/ Bonds/Others 45.05 774.11 2,579.30

––––––––––––– ––––––––––––– –––––––––––––Total 45.09 777.85 2,584.07

––––––––––––– ––––––––––––– –––––––––––––


Aggregate Value of Quoted Investment 45.09 777.85 2,584.07Market Value Of Quoted Investment 45.09 777.85 2,584.07



Reconciliation of Investments between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


A) Investments as per previous GAAP 781.85 2,595.11B) Effects of transition of Ind AS on Investments:i) Adjustment for Market Value of the Current Investment (4.00) (11.04)

Investments as per Ind AS Total 777.85 2,584.07

Note No: 3.8 TRADE RECEIVABLES (Rupees in Lakhs)


- Unsecured, considered goodOutstanding for more than six months 133.84 833.74 4,745.57Outstanding for less than six months 33,703.78 56,301.25 65,636.92

––––––––––––– ––––––––––––– –––––––––––––Total 33,837.62 57,134.99 70,382.49

––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.9 CASH AND CASH EQUIVALENTS* (Rupees in Lakhs)


Balance with Schedule Banks:– Current Accounts 1,018.58 1,798.63 6,348.11Cash On Hand 3.89 276.87 23.10– Fixed Deposits (Maturing within 12 Months) 7.56 1,283.96 2,359.56– Fixed Deposits (held as margin money against Letter of

Credits/Bank Guarantees) 52.71 326.94 919.56Earmarked Balances– Balance in unpaid dividend Account 11.06 12.88 12.88

––––––––––––– ––––––––––––– –––––––––––––Total 1,093.80 3,699.28 9,663.21

––––––––––––– ––––––––––––– –––––––––––––* Cash and cash equivalents, as on 31st March 2017, 31st March 2016 and 1st October 2015 includes restricted bankbalances of Rs. 63.77 Lacs, Rs. 339.82 Lacs and Rs. 932.44 Lacs respectively. The restriction is primarily on accountof cash and bank balances held as margin money deposited against guarantee/LC’s issued by bank and earmarkedbalances.

Reconciliation of Cash and Cash Equivalents between previous GAAP and Ind AS is as under:(Rupees in Lakhs)


A) Cash and Cash Equivalents as per previous GAAP 3,827.69 9,898.74B) Effects of transition of Ind AS on Investments:(i) Changes in accounting method of Joint Ventures (128.41) (235.53)

––––––––––––– –––––––––––––Cash and Cash Equivalents as per Ind AS Total 3,699.28 9,663.21

––––––––––––– –––––––––––––



Note No: 3.10 OTHER CURRENT FINANCIAL ASSETS (Rupees in Lakhs)


Staff Advances 219.47 287.92 332.51Interest accrued on deposits 49.17 2,837.42 2,142.04Others – 17,676.19 23,421.90

––––––––––––– ––––––––––––– –––––––––––––Total 268.64 20,801.53 25,896.45

––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.11 CURRENT TAX ASSETS (NET) (Rupees in Lakhs)


Advance Tax & TDS (Net) 91.57 – –MAT Credit Entitlement 4,121.06 4,121.06 12,991.48

––––––––––––– ––––––––––––– –––––––––––––Total 4,212.63 4,121.06 12,991.48

––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.12 OTHER CURRENT ASSETS (Rupees in Lakhs)


Loans & Advances recoverable in cash or in kind or for value to be received*Unsecured, Considered Good : 15,666.08 19,313.20 2,500.26Inventories not moved for over one year** 38,550.68 – –

––––––––––––– ––––––––––––– –––––––––––––Total 54,216.76 19,313.20 2,500.26

––––––––––––– ––––––––––––– –––––––––––––*Including advances to supplier, prepaid expenses, and balances with Revenue Authorities.**Represents Items of Inventory items for which the management is in process of getting Technical/Commercial/Marketevaluation.

Note No: 3.13 ASSETS/ LIABILITIES HELD FOR SALE (Rupees in Lakhs)


AssetsInvestment 59,953.77 – –Non Current financial Assets 10,383.52 – –Cash and Cash Equivalents 295.17 – –Current financial Assets 9,741.22 – –

––––––––––––– ––––––––––––– –––––––––––––Total Assets 80,373.68 – –

––––––––––––– ––––––––––––– –––––––––––––LiabilitiesCurrent Financial Liabilities 5,215.94 – –

––––––––––––– ––––––––––––– –––––––––––––Total Liabilities 5,215.94 – –

––––––––––––– ––––––––––––– –––––––––––––



Note No: 3.14 SHARE CAPITALAUTHORISED SHARE CAPITAL (Rupees in Lakhs)


46,00,00,000 (45,00,00,000 in FY 16, 45,00,00,000 in FY 15)Equity Shares, Rs. 2/- Par Value 9,200.00 9,000.00 9,000.005,00,000 (5,00,000 in FY 16, 5,00,000 in FY 15)Preference Shares, Rs. 100/- Par Value 500.00 500.00 500.00

––––––––––––– ––––––––––––– –––––––––––––Total 9,700.00 9,500.00 9,500.00

––––––––––––– ––––––––––––– –––––––––––––

ISSUED, SUBSCRIBED AND PAID-UP EQUITY SHARE CAPITAL (Rupees in Lakhs)


37,81,22,838 (37,81,22,838 in FY 16, 37,81,22,838 in FY 15)Equity Shares, fully paid-up of Rs. 2/- Par Value 7,562.46 7,562.46 7,562.46

––––––––––––– ––––––––––––– –––––––––––––Total 7,562.46 7,562.46 7,562.46

––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.14.1 The reconciliation of the number of shares outstanding and the amount of share capital asat 31.03.2017,31.03.2016 and 01.10.2015 is set out below:

EQUITY SHARES (Rupees in Lakhs)


Number of Amount Number of Amount Number of Amount Shares Share Share

Number of shares at the beginning 378,122,838 7,562.46 378,122,838 7,562.46 378,122,838 7,562.46Add: Shares issued during the period – – – – – –Number of Shares at the end 378,122,838 7,562.46 378,122,838 7,562.46 378,122,838 7,562.46

PREFERENCE SHARES* (Rupees in Lakhs)


Number of Amount Number of Amount Number of Amount Shares Share Share

Number of shares at the beginning 500,000 50.00 500,000 50.00 500,000 50.00Add: Shares Issued during the period – – – – – –Number of Shares at the end 500,000 50.00 500,000 50.00 500,000 50.00

*Shown under the head Borrowings in note no 3.16 in terms of Ind AS

Note No: 3.14.2 Rights, preferences and restrictions attached to Shares

Equity Shares: The Company has Issued equity shares having a par value of Rs 2/- per share. Each shareholder iseligible to one vote per share held.

The Company declares and pays dividends in Indian rupees.The dividend, if proposed by the Board of Directors, issubjected to the approval of the shareholders in the in the Annual General Meeting, except in case of interim dividend.In the event of liquidation of the Company, the equity shareholders are eligible to receive the remaining assets of the



Company, after distribution of all preferential amounts. The distribution will be in proportion to the number of equityshare held by the shareholders.

Preference Shares: The Company currently has Issued 0.1% non cumulative redeemable preference shares of Rs100/- each. Preference shares will be redeemed after 15 years from the date of allotment at such premium as maybe decided by the board of directors, subject to minimum equivalent to issue price.

Note No: 3.14.3 Shares held by holding/ultimate holding company and or their subsidiaries/associates(Rupees in Lakhs)


Equity SharesAmtek Auto Ltd. 115,682,272 115,682,272 136,176,272Metalyst Forgings Limited 61,500,000 61,500,000 61,500,000Preference SharesAmtek Laboratories Ltd. 166,667 166,667 166,667Asia International Pvt. Limited 333,333 333,333 333,333

Note : 3.14.4 Details of Shareholders Holding more than 5% Share Capital (Rupees in Lakhs)


Number of % of Number of % of Number of % of Shares Holding Share Holding Share Holding

Equity SharesAmtek Auto Ltd. 115,682,272 30.59% 115,682,272 30.59% 136,176,272 36.01%Metalyst Forgings Limited 61,500,000 16.26% 61,500,000 16.26% 61,500,000 16.26%Standard Chartered Bank Singapore – 0.00% – 0.00% 24,461,985 6.47%

Preference SharesAmtek Laboratories Ltd. 166,667 33.33% 166,667 33.33% 166,667 33.33%Asia International Pvt. Limited 333,333 66.67% 333,333 66.67% 333,333 66.67%

Note No : 3.14.5 Details of bonus shares issued during the last five years (In Numbers) (Rupees in Lakhs)

Nature 31.03.2016 30.09.2015 30.09.2014 30.09.2013 30.06.2012

Equity Shares Nil Nil Nil Nil 13,83,87,818

Note No: 3.15 OTHER EQUITY (Rupees in Lakhs)


(A) Capital ReserveOpening Balance as on 01.04.2016 338.80 338.80 338.80Addition/(deduction) during the period (net) – – -

––––––––––––– ––––––––––––– –––––––––––––Closing Balance as on 31.03.2017 338.80 338.80 338.80

––––––––––––– ––––––––––––– –––––––––––––(B) Securities Premium ReserveOpening Balance as on 01.04.2016 199,885.23 199,885.23 206,885.23Addition/(deduction) during the period (net) – – (7,000.00)

––––––––––––– ––––––––––––– –––––––––––––Closing Balance as on 31.03.2017 199,885.23 199,885.23 199,885.23

––––––––––––– ––––––––––––– –––––––––––––



(C) Debenture Redemption ReserveOpening Balance as on 01.04.2016 24,270.00 24,270.00 24,270.00Addition/(deduction) during the period (net) - - –


––––––––––––– ––––––––––––– –––––––––––––(D) General ReserveOpening Balance as on 01.04.2016 111,257.92 111,257.92 111,257.92Addition/(deduction) during the period (net) – – –


––––––––––––– ––––––––––––– –––––––––––––(E) Foreign Currency Translation ReserveOpening Balance as on 01.04.2016 - - (6,347.52)Addition/(deduction) during the period (net) - - 6,347.52

––––––––––––– ––––––––––––– –––––––––––––Closing Balance as on 31.03.2017 - - -

––––––––––––– ––––––––––––– –––––––––––––(F) Retained EarningsOpening Balance as on 01.04.2016 (833.75) 62,352.74 66,439.29(i) Restated balance at the beginning of the reporting period - - 2,260.97(ii) Profit/ (Loss) for the period (108,119.27) (63,194.56) -(iii) realised (losses)/gain on equity shares carried at fair value through OCI 0.17 8.07 -

(iv) Foreign currency translation Reserve - - (6,347.52)––––––––––––– ––––––––––––– –––––––––––––

Closing Balance as on 31.03.2017 (108,952.85) (833.75) 62,352.74––––––––––––– ––––––––––––– –––––––––––––

(G) Other Comprehensive Income (OCI)(i) Remeasurement of Net Defined Employee Benefits Obligation 117.01 129.93 -(ii) Investments through OCI 12.31 (3.99) (11.04)(iii) Exchange Diffrence on foreign currency translation (10,544.63) 183.16 -(iv) Equity Component of Compound Financial Instruments

(Prefrence Shares) 6,551.22 6,551.22 6,551.22––––––––––––– ––––––––––––– –––––––––––––

Closing Balance as on 31.03.2017 (3,864.09) 6,860.32 6,540.18––––––––––––– ––––––––––––– –––––––––––––

Closing Balance as on 31.03.2017 Grand Total (A+B+C+D+E+F+G) 222,935.01 341,778.52 404,644.87––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.16 BORROWINGS(Rupees in Lakhs)


SECURED LOANS

Non-Convertible Debentures

- from financial institutions - 12,500.00 15,000.00Term Loans- from banks & financial institutions - 342,682.87 343,851.83



UNSECURED LOANSLiability component of Preference Share Capital0.1% Non Cumulative Redeemable Preference Shares, Rs. 10/- Par Value9,66,178 ( 9,66,178 in FY 16), (9,66,178 in FY 15) Preference Shares,Fully paid up 1,130.84 1,005.95 948.78Others - - 737.05

––––––––––––– ––––––––––––– –––––––––––––Total 1,130.84 356,188.82 360,537.66

––––––––––––– ––––––––––––– –––––––––––––

Reconciliation of Borrowings between previous GAAP and Ind AS is as under:(Rupees in Lakhs)


A) Borrowings as per previous GAAP 357,677.42 361,849.85B) Effects of transition of Ind AS on Borrowings:i) Adjustment of Processing fees (2,494.55) (2,260.97)ii) Liability Component of Preference Share Capital 1,005.95 948.78

––––––––––––– ––––––––––––– –––––––––––––Borrowings as per Ind AS Total 356,188.82 360,537.66

––––––––––––– ––––––––––––– –––––––––––––* In view of default in payment of interest/repayment of instalments, all term loans/NCD’s and ECB’s have becomepayable on demand and therefore, have been taken to the head “Other Current Financial Liabilities”

Note No: 3.17 LONG TERM PROVISIONS (Rupees in Lakhs)


(i) Provision for Employee BenefitsGratuity 627.01 627.01 663.05Leave Encashment 518.70 518.88 572.41

(ii) OthersDismentling 1,503.37 1,362.76 1,303.35

––––––––––––– ––––––––––––– –––––––––––––Total 2,649.08 2,508.65 2,538.81

––––––––––––– ––––––––––––– –––––––––––––

Reconciliation of Provisions between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


A) Provisions as per previous GAAP 1,145.89 1,235.46B) Effects of transition of Ind AS on Provisions:i) Provision of Dismentling 1,362.76 1,303.35

––––––––––––– –––––––––––––Provisions as per Ind AS Total 2,508.65 2,538.81

––––––––––––– –––––––––––––



Note No: 3.18 OTHER NON CURRENT LIABILITIES (Rupees in Lakhs)


Promotor contribution 12,178.32 7,458.84 -[In Terms of Corrective Action Plan approved by joint lenders’ forum (JLF)]

––––––––––––– ––––––––––––– –––––––––––––Total 12,178.32 7,458.84 -

––––––––––––– ––––––––––––– –––––––––––––



(i) Bank Borrowing for Working Capital- From Banks * 129,157.28 123,547.90 120,403.94

(ii) Corporate Loan- From Banks & Financial Institutions - - 7,825.00

––––––––––––– ––––––––––––– –––––––––––––Total 129,157.28 123,547.90 128,228.94

––––––––––––– ––––––––––––– –––––––––––––*Working Capital facilities are secured by hypothecation of raw material, semi-finished goods/stock-in-process,consumable stores and book debts of the company.

Note No: 3.20 TRADE PAYABLES* (Rupees in Lakhs)


(A) Total outstanding dues of micro and small enterprises

(a) the principal amount and the interest due thereon (to be shownseparately) remaining unpaid to any supplier at the end of eachaccounting year; 190.41 123.18 145.68

(b) the amount of interest paid by the buyer in terms of section 16of the Micro, Small and Medium Enterprises Development Act, 2006,along with the amount of the payment made to the supplierbeyond the appointed day during each accounting year; – – –

(c) the amount of interest due and payable for the period of delay inmaking payment (which have been paid but beyond the appointedday during the year) but without adding the interest specified under theMicro, Small and Medium Enterprises Development Act, 2006;

(d) the amount of interest accrued and remaining unpaid at the end ofeach accounting year; and – – –

(e) the amount of further interest remaining due and payable even in thesucceeding years, until such date when the interest dues above areactually paid to the small enterprise, for the purpose of disallowanceof a deductible expenditure under section 23 of the Micro, Small andMedium Enterprises Development Act, 2006. – – –

(B) Total outstanding dues of creditor other than micro and small enterprises11,010.18 7,662.56 8,116.17––––––––––––– ––––––––––––– –––––––––––––

Total 11,200.59 7,785.74 8,261.85––––––––––––– ––––––––––––– –––––––––––––

*Trade payables including Bills Payable



Reconciliation of Trade Payables between previous GAAP and Ind AS is as under: (Rupees in Lakhs)


(A) Trade Payables as per previous GAAP 8,096.85 9,195.26B) Effects of transition of Ind AS on Trade Payables:(i) Changes in accounting method of Joint Ventures (0.66) (0.95)ii) Regrouping of Advance from customers (310.45) (932.46)

––––––––––––– –––––––––––––Trade Payables as per Ind AS Total 7,785.74 8,261.8

––––––––––––– –––––––––––––

Note No: 3.21 OTHER FINANCIAL LIABILITIES (Rupees in Lakhs)


Current Maturity of Long Term Borrowings - 83,638.51 69,077.19Loan Instalments Due but not paid - 41,743.00 14,023.67Term Debt From Banks & financial institutions* 498,205.35 - -Interest Accrued but not due on borrowings 494.62 1,451.62 434.46Interest Accrued and due on borrowings** 55,452.01 13,473.95 7,352.44Unpaid Dividends 8.19 10.02 10.02Retention Money/Security Deposits 84.47 81.89 58.29Other Liabilities - 715.93 3,820.13

––––––––––––– ––––––––––––– –––––––––––––Total 554,244.64 141,114.92 94,776.20

––––––––––––– ––––––––––––– –––––––––––––* since all term loans have become payable on demand in view of defaults in repayment of instalments/part of interest,entire term loan has been shown as current liablities.

**Note: Provision made for interest on coupon rate for which contribution/debit advice not available.

Note No: 3.22 OTHER CURRENT LIABILITIES (Rupees in Lakhs)


Other Expenses Payable 1,631.61 1,074.22 1,510.80Statutory Dues 1,581.03 99.02 732.24Capex Trade Payable 890.22 1,022.48 1,105.35Other Liabilities 548.31 332.59 5,491.23

––––––––––––– ––––––––––––– –––––––––––––Total 4,651.17 2,528.31 8,839.62

––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.23 SHORT TERM PROVISIONS (Rupees in Lakhs)


Provision for Employee Benefits-Gratuity 13.88 14.46 14.36-Leave Encashment 10.06 10.45 10.97

––––––––––––– ––––––––––––– –––––––––––––Total 23.94 24.91 25.33

––––––––––––– ––––––––––––– –––––––––––––

Note No: 3.24 CURRENT TAX LIABILITIES (NET) (Rupees in Lakhs)


Provision for Tax - 1,244.78 1,554.17––––––––––––– ––––––––––––– –––––––––––––

Total - 1,244.78 1,554.17––––––––––––– ––––––––––––– –––––––––––––



Note No: 3.25 REVENUE FROM OPERATIONS (Rupees in Lakhs)


Sales of Products 143,402.23 98,823.88Other Sales and Services 3,107.23 1,222.86Other Operating Revenues 210.63 1,783.40

––––––––––––– –––––––––––––Total 146,720.09 101,830.14

––––––––––––– –––––––––––––Note:- Sales include component bought & sold, direct export and indirect export.

Note No: 3.26 OTHER INCOME (Rupees in Lakhs)


Interest 51.36 113.54Dividend 0.88 4.37Profit on sale of fixed assets (Net) 1.16 -Rental 7.71 4.01Others 82.43 25.59

––––––––––––– –––––––––––––Total 143.54 147.51

––––––––––––– –––––––––––––

Note No: 3.27 COST OF MATERIALS CONSUMED (Rupees in Lakhs)


Opening Stock of Raw Material 37,858.57 47,020.78Add : Purchase of Raw Material 92,802.98 66,339.41

––––––––––––– ––––––––––––– 130,661.55 113,360.19––––––––––––– –––––––––––––

Less : Closing Stock of Raw Material 30,840.77 37,858.57––––––––––––– ––––––––––––– 99,820.78 75,501.62––––––––––––– –––––––––––––

Note:- Raw material mainly include steel bars/billets, forgings, alloys casting, alluminium casting.

Note No: 3.27.1 IMPORTED AND INDIGENOUS RAW MATERIAL (Rupees in Lakhs)


Rupees (% of Rupees (% ofTotal Consumption Total Consumption

of Raw Material) of Raw Material)

Raw materialConsumption of imported Raw material - -(Percentage of Consumption of Raw Material) - 0.00%Consumption of similar domestic Raw material 99,820.78 75,501.62(Percentage of Consumption of Raw Material) 1.00 100%

––––––––––––– –––––––––––––Total Consumption of Raw material 99,820.78 75,501.62

––––––––––––– –––––––––––––



Note No: 3.28 CHANGE IN INVENTORIES OF FINISHED GOODS, WORK IN PROGRESS & STOCK IN TRADE(Rupees in Lakhs)


Opening Stock as on 01-04-2016- Work in Progress 69,704.37 61,877.71- Finished Goods 96.69 81.84- Scrap - -

––––––––––––– ––––––––––––– Total Opening stock 69,801.06 61,959.55

––––––––––––– –––––––––––––Less : Closing Stock as on 31-03-2017- Work in Progress 49,299.17 69,704.37- Finished Goods 53.91 96.69- Scrap 85.51 -

––––––––––––– –––––––––––––Total Closing stock 49,438.59 69,801.06

––––––––––––– –––––––––––––Less: Dimunition in value of inventory disposed off 23,107.05 -

––––––––––––– –––––––––––––Net (Increase)/ Decrease in Inventories (2,744.58) (7,841.51)

––––––––––––– –––––––––––––

Note No: 3.29 EXPENSES

Employee Benefits Expenses (Rupees in Lakhs)


Salaries & Wages 8,062.08 4,038.73Other Contribution & Staff Welfare Expenses 361.92 557.76

––––––––––––– –––––––––––––Total 8,424.00 4,596.49

––––––––––––– –––––––––––––Finance Costs (Rupees in Lakhs)


Interest Expenses 80,169.68 39,640.28Interest on Redeemable Preference Shares 124.89 57.17Interest cost on Employee Benefits 93.66 50.44Interest cost on Dismentling 109.38 52.18Other Borrowing Costs 8.00 -

––––––––––––– –––––––––––––Total 80,505.61 39,800.07

––––––––––––– –––––––––––––



Depreciation and Amortisation Expenses (Rupees in Lakhs)


Depreciation & Amortisation 52,651.14 23,917.06––––––––––––– –––––––––––––

Total 52,651.14 23,917.06––––––––––––– –––––––––––––

Other Expenses (Rupees in Lakhs)


A) Manufacturing ExpensesConsumption of Stores & Spare Parts 4,304.37 3,613.06Power & Fuel 10,334.73 4,750.02Testing Fees & Inspection Charges 8.52 2.61 Freight Inwards 357.04 331.33 Repairs to Plant & Machinery 454.80 429.39

––––––––––––– –––––––––––––Total Manufacturing Expenses (A) 15,459.46 9,126.41

––––––––––––– –––––––––––––B) Administrative & Selling Expenses

Advertisement & Publicity 0.55 0.60Auditor’s Remuneration 15.00 7.50Bank Charges 167.52 1,211.72Books & Periodicals 0.33 0.20Customer Relation Expenses 26.18 23.16Charity & Donation 0.04 0.02Directors Remuneration & Perquisites 29.68 20.43Insurance Charges 140.70 106.24Legal & Professional 138.74 107.82Loss on sale of Fixed Assets - 25.13Office and Factory 154.27 182.48Printing & Stationery 42.29 18.41Rate, Fee & Taxes 67.98 18.74Rent 81.43 388.48Repairs & Maintenance 133.73 130.82Running & Maintenance of Vehicle 106.45 40.10Subscription & Membership Fees 4.08 0.08Telephone, Communication and Postage 47.09 19.50Travelling & Conveyance 199.03 108.66Watch & ward 115.91 60.87

Selling & Distribution ExpensesPacking, Forwarding, discounts, Warranty Claims,freight outwards & Other selling expenses 1,068.49 423.50

––––––––––––– –––––––––––––Total Administrative & Selling Expenses (B) 2,539.49 2,894.46

––––––––––––– –––––––––––––Total (A + B) 17,998.95 12,020.87

––––––––––––– –––––––––––––



Note No: 3.29.1 OTHER EXPENSES (Rupees in Lakhs)


Auditors PaymentsAs Auditor 10.00 5.00For taxation matters 1.80 0.90For reimbursement of expenses 3.20 1.60

––––––––––––– –––––––––––––Total 15.00 7.50

––––––––––––– –––––––––––––

Note No: 3.29.2 EXPENDITURE IN FOREIGN CURRENCY (Rupees in Lakhs)


Legal and Other Expenses 3.47 -––––––––––––– –––––––––––––

Total 3.47 -––––––––––––– –––––––––––––

Note No: 3.29.3 IMPORTED AND INDIGENOUS SPARE PARTS & COMPONENTS (Rupees in Lakhs)


Amount (% of Total Amount (% of TotalConsumption of Spare Consumption of Spare

parts & components) parts & components)

Consumption of imported spares parts and components 34.05 27.48(% age of consumption) 0.01 0.76%Consumption of similar domestic spares parts and components 4,270.32 3,585.58(% age of consumption) 0.99 99.24%

––––––––––––– –––––––––––––Total 4,304.37 3,613.06

––––––––––––– –––––––––––––

Note No: 3.29.4 VALUE OF IMPORTS CALCULATED ON C.I.F. BASIS (Rupees in Lakhs)


Raw material - -Components and spare parts 34.05 27.48Capital goods 253.71 204.53

––––––––––––– –––––––––––––Total 287.76 232.01

––––––––––––– –––––––––––––



Note No: 3.29.5 CONTINGENT LIABILITIES AND COMMITMENTS (To The Extent Not Provided For)*(Rupees in Lakhs)


Bank Guarantees Issued by bank on company’s behalf 52.00 699.06Corporate Guarantees Issued by company 32,300.00 32,300.00Disputed Sales tax/Vat/entry Tax/Excise Duty/Service Tax/IncomeTax & Others (Including Interest and penalty) 3,237.28 1,514.08Any amount that the Company may be liable to pay onfinalisation of legal cases pending against the company Amount not Amount notincluding the recall on notice issued by various banks/Fll’s ascertainable ascertainable

––––––––––––– –––––––––––––Total 35,589.28 34,513.14

––––––––––––– –––––––––––––* Contingent Assets are neither recognised nor disclosed

Note No: 3.29.6 CAPITAL COMMITMENT (Rupees in Lakhs)


Estimated amount of contracts remaining to be executed on,capital account and not provided for (Net) - 313.27

––––––––––––– –––––––––––––Total - 313.27

––––––––––––– –––––––––––––

Note No: 3.30 Exceptional Items [(Income)/Expense] (Rupees in Lakhs)


i) Esclated Depreciation 16,927.55 37,240.52ii) On sale of inventory 23,107.05 -

––––––––––––– –––––––––––––Total 40,034.60 37,240.52

––––––––––––– –––––––––––––

Note No: 3.31 OTHER COMPREHENSIVE INCOME (OCI) (Rupees in Lakhs)


Effects of transition of Ind AS on Defined Benefit Plans:A (i) Items that will not be reclassified to Profit or lossi) Reclassification of actual gains/(losses), arising in respect of Earned Leave 62.28 90.13ii) Deferred Tax effect (19.24) (27.85)iii) Reclassification of actual gains/(losses), arising in respect of Gratuity (80.97) 97.91iv) Deferred Tax effect 25.02 (30.25)v) Profit on revaluation on Short term Investment 16.47 15.12

B (i) Items that will be reclassified to profit or lossi) Exchange Difference on foreign currency translation 133.15 (139.08)ii) Deferred Tax effect 241.70 52.28

––––––––––––– –––––––––––––Total 378.41 58.26

––––––––––––– –––––––––––––



Note No: 3.32 PROFIT / (LOSS) FROM DISCONTINUED OPERATIONS (Rupees in Lakhs)


Revenue 419.22 641.87Less: Expenses 827.12 565.79Add: Associate’s share (5,498.13) (2,057.35)

––––––––––––– –––––––––––––Profit /(Loss ) for the period before tax (5,906.03) (1,981.27)

––––––––––––– –––––––––––––Less: Tax Expenses (1,636.08) (272.00)

––––––––––––– –––––––––––––Profit/(Loss) for the period after tax (4,269.95) (1,709.27)

––––––––––––– –––––––––––––Add: Other comprehensive Income(i) Items that will be reclassified to profit or lossi) Exchange fluctuation on foreign currency translationii) Deferred Tax effect

––––––––––––– –––––––––––––Total Comprehensive Income for the period (11,102.65) 269.96

––––––––––––– –––––––––––––Total (15,372.60) (1,439.31)

––––––––––––– –––––––––––––

Note No : 3.33 BASIC EPS & DILUTED EPS & EXCEPTIONAL ITEM (Rupees in Lakhs)

Calculation of EPS ( Basic and Diluted) For the Year Ended For the Six Months31.03.2017 Ended 31.03.2016

BasicOpening number of Shares 378,122,838.00 378,122,838Share issued during the year – –Shares bought back during the year – –Total Shares outstanding 378,122,838.00 378,122,838Weighted Average No of Shares 378,122,838.00 378,122,838Profit/(Loss) after tax for the period fromcontinuing operations (Rs. In Lakhs (103,849.32) (61,485.29)EPS for continuing operations (Rs.Per Share) (27.46) (16.26)Profit/(Loss) after tax for the period from discontinuedoperations (Rs. In Lakhs) (4,269.95) (1,709.27)EPS for discontinued operations (Rs.Per Share) (1.13) (0.45)Profit/(Loss) after tax for the period from continuing &discontinued operations (Rs. In Lakhs) (108,119.27) (63,194.56)EPS for continuing & discontinued operations (Rs.Per Share) (28.59) (16.71)

DilutedNumber of shares considered as basic weighted average shares outstanding 378,122,838.00 378,122,838Add: Weighted Average of Dilutive EquityNumber of shares considered as diluted for calculating ofEarning per share Weighted Average 378,122,838.00 378,122,838Profit/(Loss) after Tax for the period from continuingoperations (Rs. In Lakhs) (103,849.32) (61,485.29)Add: Effective Cost of Dilutive Equity – –Profit/(Loss) after tax for the period from continuing operations(Rs. In Lakhs) for Dilution (103,849.32) (61,485.29)



Diluted EPS for continuing operations (Rs.Per Share) (27.46) (16.26)Profit/(Loss) after tax for the period from discontinued operations(Rs. In Lakhs) for Dilution (4,269.95) (1,709.27)Diluted EPS for discontinued operations (Rs.Per Share) (1.13) (0.45)Profit/(Loss) after tax for the period from continuing& discontinued operations (Rs. In Lakhs) for Dilution (108,119.27) (63,194.56)Diluted EPS for continuing & discontinued operations (Rs.Per Share) (28.59) (16.71)

Reconciliation of PAT between previous GAAP and Ind AS is as under: (Rupees in Lakhs)

Calculation of EPS ( Basic and Diluted) For the Six Months Ended 31.03.2016

Net Profit/(Loss) after tax for the period as previous GAAP (63,771.14)Effects of transition of Ind AS on statement of profit and loss:(i) Re-Classification of Acturial gains/(Losses), arising in respect of defined benefit plans (137.60)(ii) Re-Classification of exchange fluctuation 169.18(iii) Adjustment in Finance Cost 73.79(iv) Depreciation (72.12)(v) Re-Classification of profit on sale of investment (8.07)(vi) Ind AS adjustment in share of profit of associates 688.16(vii) Tax adjustment (136.75)

–––––––––––––Net profit/(Loss) after tax for the period as per Ind AS (63,194.55)

–––––––––––––Add : Other Comprehensive Income (net of tax) 328.21

–––––––––––––Total Comprehensive Income as per Ind AS Total (62,866.34)

–––––––––––––

Note No. 3.34

Related Party Disclosures & Transactions

As per Ind AS-24, the disclosure of transactions with the related parties are given below :

A) Names of related parties & description of relationship

1 Associate 1) Amtek Auto Ltd.2) Aaron Steel & Alloys (P) Ltd.3) Asta Motercycles & Scooter India Ltd.4) Blaze Spare Parts (P) Limited5) Domain Steel & Alloys (P) Ltd.6) Gagandeep Steel & Alloys (P) Ltd.7) Neelmani Engine Components (P) Ltd.8) Terrasoft Infosystems (P) Ltd.

2 Subsidiary 1) Amtek Kuepper GmbH

3) Subsidiaries of the Associate Company 1) Amtek Deutshland GmbH2) Amtek Investment UK Ltd.3) Amtek Germany Holding GP GmBH4) Amtek Germany Holding GmBH & Co. KG5) Amtek Holding BV6) Amtek Global Technologies Pte. Ltd.7) Amtek Transportation Systems Ltd.8) Alliance Hydro Power Ltd.



9) JMT Auto Limited10) Amtek Precision Engineering Pte. Ltd.11) Amtek Integrated Solutions Pte. Ltd.12) Amtek Engineering Solutions Pte Ltd

4) Subsidiaries of Subsidiaries of the 1) Amtek Tekfor Holding GmbHAssociate Company 2) Neumayer Tekfor GmbH

3) Tekfor Services GmbH4) Neumayer Tekfor Rotenburg GmbH5) Neumayer Tekfor Schmolln GmbH6) Neumayer Tekfor Engineering GmbH7) GfsV8) Neumayer Tekfor Japan Co. Ltd.9) Tekfor Inc.10) Tekfor Maxico SA de CV11) Neumayer Tekfor Automotive Brasil Ltda.12) Neumayer Tekfor SpA13) Tekfor Maxico Services14) Tekfor Services Inc.15) August Kupper GmbH16) H.J Kupper System- Und Modultechnik GmbH17) H.J Kupper Metallbearbeitung GmbH18) SKD- GieBerei GMBH19) Kupper Hungaria Kft20) Asahitec Metals (Thailand) Co., Ltd21) Asahi Tec Metals Co. Ltd.22) Techno-Metal Co., Ltd.23) Techno Metal Amtek Japan Investments Ltd.24) Techno Metal Amtek U.K. Investments25) Techno Metal Amtek Thai Hold Co.26) Amtek Universal Technologies Pte Ltd27) AIMD GmbH; Hamburg28) M. Droste Stahlhandel GmbH, Bochum29) HAPU Industrie Vertretungen GmbH, Witten30) OWZ Ostalb-Warmbehandlungszentrum GmbH,

Essingen31) SRT GmbH, Essingen32) WTL Werkstofftechnik-Labor GmbH, Aalen33) AIFT GmbH, Hamburg34) BEW-Umformtechnik GmbH, Rosengarten35) GHV Schmiedetechnik GmbH, Ennepetal36) Amtek Machining System Pte Ltd.37) Rege Motorenteile GmbH38) Rege Motorenteile Verwaltungs GmbH39) Rege Holding GmbH40) Rege Automotive Brasov SRL41) Rege Solutions42) Amtek Component Sweden

5) Joint Venture of Associate Company 1) Amtek Powertrain Limited (formerly known as MPTAmtek Automotive (India) Ltd.)

2) SMI Amtek Crankshafts Pvt. Ltd.



6) Associates of the Associate Company 1) ARGL Ltd.2) ACIL Ltd.3) Metalyst Forgings Limited (formerly known as

Ahmednagar Forgings Limited)

7) Joint Venture of Subsidiary of the 1) SFE GmbHAssociate company

8) Associates of Subsidiaries of the 1) Amtek Railcar Pvt. Ltd.Associate company

9) Joint Venture 1) Amtek Riken Casting Pvt. Ltd.

10) Key Management Personnel 1) Mr. John Ernest Flintham is a Managing DirectorCompany w.e.f. 14.02.2017

2) Shri Sanjay Arora, Whole Time Director w.ef. 27.03.20173) Shri S.S. Verma, Whole Time Director upto 30.11.20164) Ms Bhavya Sehra, Company Secretary5) Mr. Darshan Prasad Yadav, CFO w.e.f. 30.05.2017

Note No : 3.35

The Previous period figures have been regrouped / reclassified, wherever considered necessary to conform to thecurrent year presentation.


Sd/- Sd/- Sd/-(MANOJ KUMAR AGARWAL) Sanjay Arora John Ernest FlinthamPartner Wholetime Director Managing DirectorMembership No. - 76980


✂

RevenueStamp

CASTEX TECHNOLOGIES LIMITEDRegistered Office: Village Narsinghpur, Mohammadpur, Old Manesar Road, Gurugram, Haryana-123106.

Tel.: (0124) 26373406, Fax: (0124) 26373028, E-mail: [email protected], Website: www.amtek.com,CIN: L65921HR1983PLC033789

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

FORM MGT-11PROXY FORM

Name of the Member (s) : _______________________________________________________________________________________Registered address : _____________________________________________________________________________________________E-mail id : ______________________________________________________________________________________________________Folio No./Client Id : ______________________________________________________________________________________________DP ID :I / We, being the member(s) of _________ Equity Shares of Castex Technologies Limited, hereby appoint

1. Name : ________________________________________________________________________________________________

Address : ________________________________________________________________________________________________

E-mail Id :

Signature : ______________________________________________________________________________ , or failing him / her

2. Name : ________________________________________________________________________________________________

Address :

E-mail Id :


3. Name : ________________________________________________________________________________________________

Address : ________________________________________________________________________________________________

E-mail Id : ________________________________________________________________________________________________


as my / our proxy to attend and vote (on a poll) for me / us and on my / our behalf at the 34th Annual General Meeting of the Company,to be held on the Friday i.e. 29th September, 2017 at 1.30 P.M. at the Registered Office of the Company and at any adjournmentthereof, in respect of such resolutions set out in the 34thAnnual General Meeting Notice convening the meeting, as are indicated below:

Resolution Description VOTE

N o . FOR AGAINST

1 To receive, consider and adopt:a) The Audited Standalone Financial Statements of the Company for the Financial Year ended March

31, 2017 and the Reports of the Board of Directors and the Auditors thereon; andb) The Audited Consolidated Financial Statements of the Company for the Financial Year ended March

31, 2017 and the Report of the Auditors thereon.

2 To appoint a Director in place of Mr. Arvind Dham (DIN: 00047217) who retires by rotation and beingeligible, offers himself for re-appointment.

3 To appoint a Director in place of Mr. Gautam Malhotra (DIN: 00157488) who retires by rotation andbeing eligible, offers himself for re-appointment.

4 To appoint Raj Gupta & Co., Chartered Accountants as Statutory Auditors and to fix their remuneration5 To regularize the appointment of Mr. Sanjiv Bhasin (DIN: 01119788), as a director6 To regularize the appointment of Mr. Sanjay Arora (din: 07757118) as a director of the company7 To appoint Mr. Sanjay Arora (DIN: 07757118) as a whole-time director of the company8 To appoint Mr. Brajindar Mohan Singh (DIN: 02143830) as an independent director of the Company9 To appoint Mr. Yogesh Kapur (DIN: 00015385) as an independent director of the Company10 To appoint Ms. Anuradha Kapur (DIN: 01646928) as an independent director of the Company11 Ratification of remuneration to be paid to Mr. Yash Pal Sardana, Cost accountants, Cost Auditors of

the company for the financial year 2017-18.

12 To approve Related Party Transactions

Signed this ……. day of …..…………….… 2017

Signature of Proxy Holder(s) ............................................. Signature of Shareholder .............................................

Notes: (1) The form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the Company, not less than48 hours before the Commencement of the meeting.

(2) A proxy need not be a Member of the Company

CASTEX TECHNOLOGIES LIMITEDRegistered Office: Village Narsinghpur, Mohammadpur, Old Manesar Road, Gurugram, Haryana-123106.

Tel.: (0124) 26373406, Fax: (0124) 26373028, E-mail: [email protected], Website: www.amtek.com,CIN: L65921HR1983PLC033789

(Pursuant to Section 105(6) of the Companies Act, 2013 and Rule 19(3) of the Companies (Management and Administration) Rules, 2014)

ATTENDANCE SLIP(to be handed over at the Registration Counter)

Folio No. DP ID -

No. of Shares: Client ID No.:

I/We hereby record my/our presence at the 34th Annual General Meeting of the Company being held on Friday i.e.29th September, 2017. at Village Narsinghpur, Mohammadpur, Old Manesar Road, Gurugram, Haryana-123106 at1.00 P.M

1. Name(s) of the Member : 1. Mr./Ms. ___________________________________________________________

and Joint Holder(s) 2. Mr./Ms. ___________________________________________________________

(in block letters) 3. Mr./Ms. ___________________________________________________________

2. Address : _______________________________________________________________________________________

_______________________________________________________________________________________________

3. Father’s/Husband’s Name (of the Member) : Mr . ______________________________________________________

4. Name of Proxy : Mr./Ms. _______________________________________________________________

1.

2.

3.

Signature of the Proxy Signature(s) of Member and Joint Holder(s)

Note: Please complete the Attendance slip and hand it over at the Registration Counter at the venue.

This Page has been Intentionally left Blank

BOOK-POST

If undelivered please return to :

CASTEX TECHNOLOGIES LIMITED3, Local Shopping Complex, Pamposh Enclave, Greater Kailash-INew Delhi-110 048 (INDIA)

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