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Directors Report of Castex Technologies Ltd.

Mar 31, 2016

Dear Members,

The Board of Directors hereby submits the report of the business and operations of your Company (''the Company'' or ''Castex Technologies Limited''), along with the audited financial statements, for the financial year ended March 31, 2016. The consolidated performance of the Company and its subsidiaries has been referred to wherever required.

CHANGE OF FINANCIAL YEAR

In order to compliance with Second Proviso of section 2 (41) of the Companies Act, 2013, the Company has closed the current financial year 2015-2016 on 31st March comprising a period of six months only from 01st October, 2015 to 31st March, 2016. Thereafter, every financial year shall commence on the first day of April and end on 31st March.

FINANCIAL RESULTS

As the current financial period comprises a period of six months from October 1, 2015 to March 31, 2016, therefore, numbers pertaining to current financial year 2015-16 are not comparable with numbers of previous financial year 2014-15. However, The Company''s, financial performance, for the period ended 31st March, 2016 and year ended 30th September, 2015 is summarized below:-

(in Rs. lakhs)

Particulars

Standalone

Consolidated

31st March, 2016 (Six Months Ended)

30th September 2015 (Year Ended)

31st March, 2016 (Six Months Ended)

30th September 2015 (Year Ended)

Revenue

101817

274953

102461

298382

Less : Expenditures (Excluding Depreciation)

124014

261239

124582

282539

Gross Profit Before Depreciation

(22197)

13714

(22121)

15843

Less : Depreciation

23845

34984

23845

36494

Profit Before Tax & Exceptional Items

(46042)

(21270)

(45966)

(20651)

Less : Exceptional Item

37241

2518

37241

(48793)

Profit Before tax

(83283)

(23788)

(83207)

28142

Less : Tax Expenses(Deferred Tax)

(21931)

(6668)

(21931)

(4870)

Profit /(Loss) for the year

(61352)

(17120)

(61276)

33012

Earning Per Equity Shares

1. Basic before extraordinary item & exceptional item

(16.23)

(5.92)

(16.87)

10.83

2. Diluted before extraordinary item & exceptional item

(16.23)

(5.92)

(16.87)

10.83

3. Basic after extraordinary item & exceptional item

(16.23)

(5.92)

(16.87)

10.83

4. Diluted after extraordinary item & exceptional item

(16.23)

(5.92)

(16.87)

10.83

Note : Figures of Financial year 2015-16 is for the period commencing from 1st October, 2015 and ending on 31st March, 2016

FINANCIAL PERFORMANCE

During the period under review, based upon the Standalone Financial statements, the revenue of the Company was Rs. 1,01,817 Lakhs. The Net Loss stood at Rs. 61,352 Lakhs. The Reserve & Surplus position as on 31st March, 2016 Rs. 2,72,119 Lakhs.

During the period under review, based upon the Consolidated Financial statements, the revenue of the Company was Rs. 1,02,461 Lakhs. The Net Loss stood at Rs. 61,276 Lakhs. The Reserve & Surplus position as on 31st March, 2016 Rs. 3,38,868 Lakhs.

MATERIAL CHANGES AND COMMITMENTS

The Company faced cash flow mismatch and had difficulty in certain payments to its lenders and in view of the same a Joint Lenders Forum (hereinafter referred as "JLF") was constituted as per the binding guidelines of Reserve Bank of India ("RBI") to arrive at the Corrective Action Plan to assist the Company to overcome the financial stress. These guidelines dated 26th February 2014, and as amended on 8th July, 2015 and 25th February, 2016 provide for restructuring and revitalization/ refinance of various facilities advanced by Lenders.

Thereafter on March 28, 2016, the Lenders together executed and entered into a Framework Agreement for the Corrective Action Plan.

DIVIDEND

In view of losses incurred during the period under review, the Board of Directors does not recommend any dividend on the equity shares for the financial year ended March 31, 2016

FIXED DEPOSITS

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

SUBSIDIARY, JOINT VENTURE AND ASSOCIATES

During the period under review, the Board of Directors (''the Board'') reviewed the affairs of the subsidiary, Joint Venture & Associate. In accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated financial statements of the Company, which forms part of this Annual Report. Further, a statement containing the salient features of the financial statement of our Subsidiary, Associate, Joint Venture in the prescribed Form AOC-1 is annexed to the consolidated financial statements and forms part of Annual Report. The statement also provides the details of performance and financial positions of each of the Subsidiary, Joint Venture and Associates.

In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries, are available on our website, www.amtek.com.These documents will also be available for inspection during business hours at our registered office in State of 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. Gautam Malhotra & Mr. Arvind Dham retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

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

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other provisions of The Companies Act,2013 and Regulation 16 & 17 of SEBI (Listing Obligations Disclosure Requirement) Regulation 2015, the Board of Directors, at its meeting held on 13th February, 2016, appointed Ms. Ankita Wadhawan as Non-Executive Independent Additional Director whose term of office expires at the end of ensuing Annual General Meeting of the Company.

As per the provisions of Section 149 of the Act, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Ms. Ankita Wadhawan has given declaration to the Board, that she meets the criteria of independence as provided under Section 149(6) of the Act.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which recommends commends her appointment as an Independent Director for a period of five years is being placed before the Members in general meeting for their approval.

Further pursuant to Section 168 read with Rule 15 of (Appointment and Qualification of Directors) Rules, 2014, Ms. Bhama Krishnamurthy resigned from the post of Director w.e.f 14th January, 2016.

Brief resumes 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 under SEBI (Listing Obligations and Disclosure Requirement) Regulations, 2015 is provided in the Corporate Governance Section of this Annual Report.

Pursuant to the provisions of Section 203 of the Act, the Key Managerial personnel are Mr. S.S. Verma, Managing Director, Mr. Deepak Wadhwa, Chief Financial Officer and Ms. Bhavya Sehra, Company Secretary.

Mr. Deepak Wadhwa was appointed as Chief Financial Officer of the Company in place of Mr. Ankit Gangwal.

SHARE CAPITAL

During the period under review, there is no change in the authorized share capital of the Company.

NUMBER OF BOARD MEETING

The Board met two times during the financial year, the details of which are given in the Corporate Governance Report. The maximum interval between any two meetings did not exceed 120 days, as prescribed in the Companies Act, 2013

POLICY ON DIRECTORS'' APPOINTMENT AND REMUNERATION

The company''s current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board, and separate its functions of governance and management. On March 31, 2016, the Board consists of Nine members, one of whom is executive director, and four are 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 the Companies Act, 2013, is available on our website and also in the Corporate Governance Report. There has been no change in the policy since the last fiscal year. We affirm that the remuneration paid to the directors is as per the terms laid out in 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 Companies Act, 2013, that he / she meets the criteria of independence laid down in Section 149(6) of the Companies Act, 2013 and Regulation 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 review the Board evaluation framework. The framework includes the evaluation of directors on various parameters such as :

The Companies Act, 2013 states that a formal annual evaluation needs to be made by the Board of its own performance and that of its committees and individual directors. Schedule IV of the Companies Act, 2013 states that the performance evaluation 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 adopted by the Board. The evaluation process has been explained in the corporate governance report. The Board approved the evaluation 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 familiarization program 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 appointment outlining his / her role, function, duties and responsibilities. The format of the letter of appointment is available on our website (www.amtek.com)

COMMITTEES OF THE BOARD

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

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

The Board has laid down separate Code of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company''s website. All Board Members and Senior Management personnel have 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 been no material departures.

ii. they have selected accounting policies were applied consistently and the directors made judgments and estimates that 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, 2016 and of the profits for the period ended on that date.

iii. they have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting 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 controls are adequate and operating effectively.

vi. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems 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 appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of next Annual General Meeting of the Company and on such remuneration as will be fixed by the Board of Directors of the Company.

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

AUDITORS'' REPORT

The auditors'' report does not contain any qualifications, reservations or adverse remarks. Report of the secretarial auditor is given as an annexure, which forms part of this report.

COST AUDITORS

The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2015-16. The Secretarial Audit Report for the financial year ended March 31, 2016 is annexed herewith marked as Annexure - 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, New Delhi, undertook the Reconciliation of Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total 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.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Board has adopted policies and procedures for ensuring the orderly and efficient conduct of its business, including adherence to the 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 disclosure.

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

Particulars of Loans, guarantees and investments covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans /guarantees are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

None of the transactions with related parties falls under the scope of section 188(1) of the Act. Information on transactions with related parties pursuant to section 134(3)(h) of the Act read with rule 8(2) of the Companies (Accounts) Rules, 2014 are given in Annexure - II in Form AOC-2 and the same forms part of this report.

ANNUAL RETURN EXTRACT

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

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the corporate social responsibility (CSR) policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure-IV of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. For other details regarding the CSR Committee, please refer to the corporate governance report, which forms part of this report. The policy is available on the website of the Company www.amtek.com

RISK MANAGEMENT

The board of directors of the Company has formed a risk management committee to frame, implement and monitor the risk management plan for the Company. The committee is responsible for reviewing the risk management plan and ensuring its effectiveness. The audit committee has additional oversight in the area of financial risks and controls. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.

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

PARTICULARS OF EMPLOYEES AND REMUNERATION

(a) The ratio of remuneration of each director to the median of employees'' remuneration as per Section 197(12) of the Companies Act, 2013, read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 forms part of the Board''s report Annexure-V.

(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, part of the Board''s report, as the same is not applicable doesn''t.

CORPORATE GOVERNANCE

The Company is Committed to maintain high Standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, forms the Integral part of the Annual Report Requisite Certificate from the auditors of the Company with the condition of Corporate Governance is attached to 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 efficiency into overall operations are undertaken through design considerations and operational practices. The key initiatives towards conservation of energy were:

- improved monitoring of energy consumption through smart metering and integration with building management systems;

- setting internal targets for energy performance improvement and institution of rigorous operational controls toward achieving these targets;

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

- focusing on enhancing the component of renewable power in our power sourcing strategy (through on-site solar power generation and third party purchase as feasible);

- increased focus on procurement of energy efficient equipment.

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

MANAGEMENT DISCUSSION & ANALYSIS REPORT

A detailed review of operations, performance and future outlook of the Company is given separately 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 including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the as per the SEBI (Listing Obligations and Disclosure Requirements) 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 Company at all levels. Your Directors also wish to place on record their appreciation for the valuable co-operation and support received from the Government of India, various state governments, the Banks/ financial institutions and other stakeholders such as, shareholders, customers and suppliers, among others. The Directors also commend the continuing commitment and dedication of the employees at all levels, which has been critical for the Company''s success. The Directors look forward to their continued support in future.

By Order of the Board

For Castex Technologies Limited

Sanjay Chhabra

Place : New Delhi DIN No. 01237026

Date : 30.05.2016 (Chairman)


Sep 30, 2015

Dear Members

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 32nd Annual Report on the business and operations of Caste Technologies Limited and its Audited Statements of Accounts for the year ended 30th September, 2015, together with the Auditors' Report.

FINANCIAL RESULTS

The Company's financial performance (on standalone basis), for the year ended on September 30, 2015 is summarized below:

(Rupees. in Lacs)

Particulars Year ended on Year ended on 30th September 2015 30th September 2014

Revenue 2,74,952.98 3,01,502.60

Expenditures (Excluding Depreciation) 2,61,239.33 2,40,680.94

Gross Profit Before Depreciation 13,713.65 60,821.66

Depreciation 34,984.21 24,749.56

Profit Before Tax & Exceptional Items (21,270.56) 36,072.10

Exceptional Item 2,518.46 -

Profit Before tax (23,789.02) 36,072.10

Tax Expenses (Deferred Tax) (6,667.53) 11,285.21

Profit /(Loss) for the year (17,121.49) 24,786.89

Earning Per Equity Shares

(1) Basic before extraordinary item & exceptional item (5.92) 8.93

(2) Diluted before extraordinary item & exceptional item (5.92) 6.56

(3) Basic after extraordinary item & exceptional item (5.92) 8.93

(4) Diluted after extraordinary item & exceptional item (5.92) 6.56

FINANCIAL PERFORMANCE

During the year under review, the revenue of the Company is Rs. 2,74,952.98 lacs compared to Rs. 3,01,502.60 lacs during the previous year. The loss after tax stood at Rs. 17,121.49 lacs as compared to profit of previous year of Rs. 24,786.89 lacs. The Reserve & Surplus position at Rs. 3,33,470.46 lacs.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Companies Act, 2013 ("the Act") and Accounting Standard (AS) - 21 on Consolidated Financial Statements read with AS - 23 on Accounting for Investments in Associates and AS - 27 on Financial Reporting of Interests in Joint Ventures, the audited consolidated financial statement is provided in the Annual Report.

DIVIDEND

In view of losses incurred during the year under review, the Board of Directors do not recommend any dividend on the equity shares for the financial year ended on September 30, 2015.

SUBSIDIARY AND ASSOCIATES

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the financial statements of the Company's subsidiary and associates and the report on their performance and financial position in Form AOC-1 is annexed to the consolidated financial statements and forms part of the Annual Report, which covers the financial position of Subsidiary and Associate Company and hence not repeated here for the sake of brevity.

MANDATORY CONVERSION OF FCCBS

During the year under review, pursuant to the provisions of Bond documents for the bond issue of USD 130 million, the Company mandatorily converted all the outstanding bonds i.e. USD 80.80 Million in the equity shares of the Company on 10th September 2015.

Further pursuant to the provisions of Bond documents for the bond issue of USD 70 million the Company mandatorily converted all the outstanding bonds of USD 56.60 Million in the equity shares of the Company on 25th September 2015.

As on date, FCCB has fully been converted into shares of the Company which has resulted in the conversion of debt of US $ 130 million and US $ 70 million respectively into equity.

NAME CHANGE OF THE COMPANY

During the period under review the name of the Company changed from 'Amtek India Limited' to 'Castex Technologies Limited.

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. D. S. Malik and Mr. John Ernest Flint ham retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offer themselves for re-appointment.

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

Further the approval of Shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V thereof, is sought for the appointment of Mr. S. S. Verma as Managing Director of the Company on such terms & conditions as may be decided by the Board for a period of five years w.e.f. from 3rd November 2015.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors, at its meeting held on 27th March, 2015, appointed Ms. Bhama Krishnamurthy as Non-Executive Independent Additional Director whose term of office expires at the ensuing Annual General Meeting of the Company.

As per the provisions of Section 149 of the Act, an independent director shall hold office for a term up to five consecutive years on the Board of a company and is not liable to retire by rotation. Ms. Bhama Krishnamurthy has given a declaration to the Board that she meets the criteria of independence as provided under Section 149 (6) of the Act.

In compliance with the provisions of Section 149 read with Schedule IV of the Act, and with approval of the Nomination & Remuneration Committee, which recommends her appointment as an Independent Director for a period of five years is being placed before the Members in general meeting for their approval.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet the criteria of independence as prescribed both under the Act and Clause 49 of the Listing Agreement with the Stock Exchanges.

The Company has devised a Policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors which includes criteria for performance evaluation of the non-executive directors and executive directors.

Brief resumes of the Directors proposed to be appointed or 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 under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report.

NUMBER OF BOARD MEETING

Seven (7) meetings of the Board were held during the financial year 2014-15. For details of the meetings of the Board, please refer to the corporate governance report, which forms part of this report.

DIRECTORS' RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 134(5) of the Companies Act, 2003 the Directors hereby confirm that:

1. In the preparation of Annual Accounts, the applicable Accounting Standards have been followed and there has been no material departure from the same.

2. The Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at 30th September, 2015 and of the profits for the year ended on that date.

3. The Directors have made proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities.

4. The Directors have prepared annual accounts on a going concern basis and

5. The Director has laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and operating effectively.

6. The Directors have been devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION AND OTHER DETAILS

The Company's policy on directors' appointment and remuneration and other matters provided in Section 178(3) of the Act has been disclosed in the Corporate Governance Report, which forms part of the Boards' Report.

AUDITORS AND AUDITORS' REPORT

Pursuant to provisions of Section 139 of the Companies Act, 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as Statutory Auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next Annual General Meeting (AGM) of the Company and on such remuneration as will be fixed by the Board of Directors of the Company for the financial year ended on March 31, 2016.

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

The Notes on Financial Statements referred to in the Auditors' Report are self-explanatory and do not call for any further comments. The Auditor's Report does not call for any qualification, reservation or adverse remarks.

COST AUDITORS

The Board has appointed Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant, as Cost Auditor for conducting the audit of the cost records of the Company.

SECRETARIAL AUDIT REPORT

The Board has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended September 30, 2015 is annexed herewith marked as Annexure -I to this Report. The Secretarial Audit Report does not contain any qualification, reservation or adverse remark.

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

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

Particulars of Loans given, guarantees given, securities provided and investments made covered under Section 186 of the Companies Act, 2013 form part of the notes to the financial statement provided in this Annual Report. These loans, investments, guarantees and securities are primarily granted for the furtherance of business of the borrowing companies.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES

All contracts or arrangements entered into by the Company, during the financial year with Related Parties were in the ordinary course of business and on arm's length basis. Therefore, Form AOC-2 does not form part of this report.

ANNUAL RETURN EXTRACT

As provided under Section 92(3) of the Act, the extract of annual return is given as Annexure-II in the prescribed Form MGT- 9, which forms part of this report.

CORPORATE SOCIAL RESPONSIBILITY

The brief outline of the Corporate Social Responsibility (CSR) Policy of the Company and the initiatives undertaken by the Company on CSR activities during the year are set out in Annexure III of this report in the format prescribed in the Companies (Corporate Social Responsibility Policy) Rules, 2014. The policy is available on the website of the Company at www.amtek.com.

PARTICULARS OF EMPLOYEES AND REMUNERATION

The details as required in terms of the provisions of Section 197 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are attached as Annexure – IV to this Report.

The particulars of employees as required in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are Nil.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The details in respect of internal financial control and their adequacy are included in the Management Discussion & Analysis Report, which forms part of this report.

COMMITTEES OF THE BOARD

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

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

The Board has laid down separate Codes of Conduct for Non-Executive Directors and Senior Management personnel of the Company and the same are posted on the Company's website. All Board Members and Senior Management personnel have 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

CORPORATE GOVERNANCE

The Company is committed to maintain high standards of Corporate Governance and adhere to the Corporate Governance requirements set out by SEBI. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to this Report.

FIXED DEPOSITS

As in the previous year your Company has not accepted any Deposits within the meaning of Section 73 of the Companies Act, 2003 from the Shareholders/Public during the year under review.

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO

The relevant data regarding the above is given in the Annexure-V 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 separately 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 including directors of the Company to report genuine concerns. The provisions of this policy are in line with the provisions of the Section 177(9) of the Act and the revised Clause 49 of the Listing Agreements with stock exchanges (URL: www.amtek.com/ investors).

ACKNOWLEDGEMENTS

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

By Order of the Board For

CASTEX TECHNOLOGIES LIMITED

Sd/-

Sanjay Chhabra

Place : New Delhi DIN No. 01237026

Date : 28-11-2015 (Chairman)


Sep 30, 2014

Dear Members,

It gives me great pleasure to present, on behalf of the Board of Directors of your Company, the 31st Annual Report on the business and operations of Amtek India Limited and its Audited Statements of Accounts for the year ended 30th September, 2014, together with the Auditors'' Report. Your Company has witnessed yet another year of sustained performance, success and growth in the automotive component sector.

FINANCIAL RESULTS

The Company''s financial performance (on Standalone Basis), for the year ended September 30, 2014 is summarized below:

(Rs. in Lacs)

Particulars Year ended on Fifteen Months 30th September 2014 ended on 30th September 2013

Revenue 3,01,502.60 2,35,068.03

Expenditures (Excluding Depreciation) 2,40,680.94 1,83,737.81

Gross Profit Before Depreciation 60,821.66 51,330.22

Depreciation 24,749.56 21,244.89

Profit Before Tax 36,072.10 30,085.33

Exceptional Item Nil Nil

Tax Expenses 11,285.21 9,056.04

Profit after Tax 24,786.89 21,029.29

Add. Accumulated Profit 6,814.45 12,927.71

Balance available for appropriation 31,601.34 33,957.00

APPROPRIATIONS:

Transfer to General Reserve 15,624.57 5,000.00

Transfer to Debenture Redemption Reserve Nil 14,020.00

Transfer to Foreign Currency Convertible Bonds Redemption Reserve Account 7,800.00 7,800.00

Proposed Dividend on Equity Shares 277.96 277.53

Equity Dividend & Tax for previous year (not appropriated in previous year) 2.14 Nil

Corporate Dividend Tax 55.58 45.02

Surplus carried to Balance Sheet 7,841.09 6,814.45

FINANCIAL PERFORMANCE

Operating in a volatile and uncertain environment, the Company demonstrated the resilience of it business model, The Company''s best in-class automotive component business enabled it to deliver robust profits during the financial year under review. The revenue of the Company is Rs. 3,01,502.60 Lacs compared to Rs. 2,35,068.03 Lacs during the previous year. The Profit after tax Rs. 24,786.89 Lacs as compared to the previous year of Rs. 21,029.29 Lacs. The Company has a strong Reserve & Surplus position of Rs. 242,491.92 Lacs.

DIVIDEND

Your Directors have recommended a dividend of Rs. 0.10 per equity share (last year 0.10 per equity share) for the financial year ended September 30, 2014 amounting to Rs. 333.54 Lacs (inclusive of tax of Rs.55.58 Lacs). The dividend payout is subject to approval of members at the ensuing Annual General Meeting.

The dividend will be paid to members whose names appear in the Register of Members as on ; in respect of shares held in dematerialized form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as on that date. The dividend payout for the year under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

MANAGEMENT''S DISCUSSION AND ANALYSIS REPORT

Management''s Discussion and Analysis Report for the year under review, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchanges in India is presented in a separate section forming part of the Annual Report.

CORPORATE SOCIAL RESPONSIBILITY COMMITTEE

Amtek India''s vision and categories focus on having right balance between Value Creation and Corporate Citizenship. The new Companies Act, 2013 mandates that every Company, who meets certain eligibility criteria needs to spend at least 2% of its average net profit for the immediately preceding three financial years on corporate social responsibility activities. However, Corporate Social Responsibility is an integral part of Amtek India''s management process since inception.

Therefore, during the year, your directors have constituted the Corporate Social Responsibility Committee (CSR Committee) comprising Mr. Sanjay Chhabra (Chairman) and Mr. D.S. Malik, Mr. Gautam Malhotra are other members. The said Committee has been entrusted with the responsibility of formulating and recommending to the Board, a Corporate Social Responsibility Policy (CSR Policy) indicating the activities to be undertaken by the Company, monitoring the implementation of the framework of the CSR Policy and recommending the amount to be spent on CSR activities.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with the Accounting Standard (AS) - 21 on Consolidated Financial Statements the Audited consolidated financial statement is provided in the Annual Report.

SUBSIDIARIES

During the year, the Company acquired Kupper Group through its German Subsidiary Company i.e. Amtek Kupper GmbH. This group is long establised supplier of machine casting to Automotive Industry, with operations in Central Europe.

As per the provisions of Section 212 of the Companies Act 1956, the Company is required to attach the Directors'' Report, Balance Sheet, Statement of Profit & Loss and other information of the Subsidiary Companies to its Balance Sheet. However, the Ministry of Corporate Affairs, Government of India has vide its General Circular No. 2 and 3 dated 8th February, 2011 and 21st February, 2011, respectively, granted a general exemption from compliance with section 212(8) of the Companies Act, 1956 from attaching the Annual Accounts of subsidiaries with the annual published accounts of the Company subject to fulfillment of conditions stipulated in the circulars. In compliance with the above circular, the Annual Accounts will be made available upon request by any member of the Company/ its Subsidiary. The Annual Accounts of the Subsidiary Company will also be kept for inspection by any investor at the Registered Office of the Company and at the office of the respective Subsidiary Company during business hours of the respective Companies.

Further as per the provisions of Section 212 of the Companies Act 1956, a statement of the holding Company''s interest in the Subsidiary Company is attached herewith and forms part of the Annual Report.

However, pursuant to Accounting Standard AS-21 issued by the Institute of Chartered Accountants of India, Consolidated Financial Statements presented by the Company include the financial statement of its Subsidiary.

DIRECTORS

In accordance with Section 161 of the Companies Act, 2013 and the Articles of Association of the Company, Mr. Arvind Dham and Mr. John Ernest Flintham retire by rotation at the ensuing Annual General Meeting of the Company and being eligible offers themselves for re-appointment. The Company has received requisite notice in writing from members proposing their re-appointment.

Pursuant to the provisions of Section 149, 152 read with Schedule IV and all other applicable provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board of Directors at its meeting held on 24th November, 2014 appointed the existing independent directors Mr. Sanjay Chhabra, Mr. Shekhar Gupta and Mr. K. T. James as an Independent Directors for the term of five consecutive years ending in 2019 w.e.f. the date of ensuing Annual General Meeting subject to the approval of shareholders.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchanges.

Brief resumes of the Directors proposed to be appointed/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 under Clause 49 of the Listing Agreement is provided in the Corporate Governance Section of this Annual Report

JOINT VENTURE

The Company has entered into (50:50) Joint Venture Agreement with Tokyo based Riken Corporation (Riken) and this Joint Venture Company is incorporated with a name "Amtek Riken Casting Pvt. Ltd." This association with Riken will give access to the highly efficient shell moulding capability. This Joint Venture will also help the Company in strengthning its position in engine crankshfts with performance Critical Engine Component.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, with respect to Directors'' Responsibility Statement, it is hereby confirmed that:

* in the preparation of the annual accounts for the year ended September 30, 2014, the applicable accounting standards read with requirements set out under Schedule VI to the Companies Act, 1956, have been followed and there are no material departures from the same;

* the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at September 30, 2014. and of the profit of the Company for the year ended on that date;

* the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

* the annual accounts of the Company have been prepared on a going concern basis.

AUDITORS AND AUDITORS'' REPORT

Pursuant to provisions of Section 139 of the Companies Act'' 2013 and rules framed there under, it is proposed to appoint M/s Manoj Mahon & Associates, Chartered Accountants as statutory auditors of the Company from the conclusion of this Annual General Meeting (AGM) till the conclusion of the next AGM of the Company and to fix their remuneration for the financial year 2014-2015 The Company has received letters from the auditor to the effect that their re-appointment, if made, would be within the prescribed limits under Section 141 of the Companies Act, 2013 and that they are not disqualified for re-appointment.

The Notes on Financial Statements referred to in the Auditors'' Report are self-explanatory and do not call for any further comments.

COST AUDITORS

The Company has appointed Mr. Yash Pal Sardana (Membership No. 17996), practicing Cost Accountant , as Cost Auditor for conducting the audit of the cost records of the Company.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi ,is appointed to undertake the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in CDSL, NSDL and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on a quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

FIXED DEPOSITS

The Company has not accepted any public deposits during FY 2013-14.

PARTICULARS OF EMPLOYEES

In terms of the provisions of Section 217(2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975, as amended, the names and other particulars of the employees are set out in the annexure to the Directors'' Report. Having regard to the provisions of Section 219(1)(b)(iv) of the said Act, the Annual Report excluding the aforesaid information is being sent to the members of the Company. Any member interested in obtaining such particulars may write to the Company Secretary of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The particulars relating to energy conservation, technology absorption, foreign exchange earnings and outgo, as required to be disclosed under Section 217(1) (e) of the Companies Act, 1956 read with the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988, are provided in Annexure to this Report.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

Pursuant to the provisions of Section 205A(5) and 205C of the Companies Act, 1956, relevant amounts which remained unpaid or unclaimed for a period of seven years have been transferred by the Company, from to time to time on due dates, to the Investor Education and Protection Fund.

Pursuant to the provisions of Investor Education and Protection Fund (Uploading of information regarding unpaid and unclaimed amounts lying with companies) Rules, 2012, the Company has uploaded the details of unpaid and unclaimed amounts lying with the Company as on the date of last Annual General Meeting on the Company''s website (www.amtek.com). as also on the Ministry of Corporate Affairs'' Portal.

CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance and adhere to the corporate governance requirements set out by SEBI. The Company has also implemented several best Corporate Governance practices as prevalent globally. The Report on Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance as stipulated under the aforesaid Clause 49 is attached to the Report on Corporate Governance.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Industrial relations generally remained cordial and satisfactory.

Human resources initiatives such as skill level up gradation, training, appropriate reward & recognition systems and productivity improvement are the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum.

Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Stakeholders Relationship Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz, National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programme and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors are highly grateful for all the help, guidance and support received from state government authorities, business associates, banks and financial institutions. Your Directors acknowledge the constructive suggestions received from Statutory Auditors are grateful for their continued support and cooperation. Your Directors thank all share-owners, business partners and members of the Amtek India''s Family for their faith, trust and confidence reposed in Amtek India Limited. Your Directors wish to place on record their sincere appreciation for the unstinting efforts and dedicated contributions put in by the employees at all levels, to ensure that the Company continues to grow and excel.

By Order of the Board For AMTEK INDIA LIMITED

Sd/- Sanjay Chhabra Place: New Delhi DIN No. 01237026 Date : 24-11-2014 Chairman


Sep 30, 2013

The Directors have pleasure in presenting the Thirtieth Annual Report on the performance of the Company and the Audited Accounts of the Company for the period ended 30th September, 2013.

FINANCIAL PERFORMANCE (Rs. in Lacs)

Particulars Fifteen Months Ended Year Ended 30th September 2013 30th June 2012

Sales/Income from Operations 235072.26 188773.38

Expenditures 183742.04 150226.55

Gross Profit Before Depreciation 51330.22 38546.83

Depreciation 21244.89 14696.34

Exceptional Item Nil 1283.84

Profit Before Tax 30085.33 22566.65

Provisions for Taxation 9056.04 6936.95

Profit After Tax 21029.29 15629.70

Add: Accumulated Profit 12927.71 3263.04

Balance available for appropriation 33957.00 18892.74

APPROPRIATIONS:

Transfer to General Reserve 5000 5000

Transfer to Debenture Redemption Reserve 14020 Nil

Transfer to Foreign Currency Convertible Bond Redemption Reserve 7800 Nil

Proposed Dividend on Equity Shares 277.53 276.78

Provision for Tax & CESS on dividend 45.02 44.90

Dividend and Tax for previous year (Not appropriated in previous year) Nil 643.35

Surplus carried to Balance Sheet 6814.45 12927.71

EXTENSION OF CURRENT FINANCIAL YEAR

The Company at its meeting held on 02nd August, 2013 has decided to extend the Current Financial Year ending 30th June, 2013 by 3 (Three) months, so as to end on 30th September, 2013, this extended Financial Year 2012-13 shall comprise of 15 (Fifteen) months i.e. 01st July, 2012 to 30th September,2013.

DIVIDEND

Your Board of Directors are pleased to recommend a final dividend of 5% of the face value of each equity share (face value is Rs. 2/- per share), making in all Rs. 0.10 per share as dividend for the 15 months period ending 30th September 2013.

The dividend, if approved at the ensuing Annual General Meeting, will be paid to members whose names appear in the Register of Members as on Friday, March 21, 2014; in respect of shares held in dematerialised form, it will be paid to members whose names are furnished by National Securities Depository Limited and Central Depository Services (India) Limited, as beneficial owners as at the end of that date.

The dividend payout for the period under review has been formulated in accordance with shareholders'' aspirations and the Company''s policy to pay sustainable dividend linked to long term growth objectives of the Company to be met by internal cash accruals.

SHARE CAPITAL

During the period under review, the Foreign Currency Convertible Bonds (FCCB''s) of US $ 1.40 million out of FCCB''s of US $ 70 million have been converted into equity shares and 7,58,953 equity shares at Rs. 103.005/- per shares have been allotted pursuant to this conversion on 02nd January, 2013. After the conversion of the FCCB''s into equity shares during the period ended 30th September 2013, the paid up capital of the Company is Rs. 55,50,69,178/- divided into 27,75,34,589 Equity Shares of Rs.2/- each.

DIRECTORS

In accordance with the relevant provisions of the Companies Act, 1956 and corresponding to the relevant provisions of Companies Act, 2013 and Articles of Association of the Company, Mr. Deshpal Singh Malik and Mr. Shekhar Gupta, Directors of the Company are liable to retire by rotation at the ensuing Annual General Meeting and, being eligible, have offered themselves for re-appointment.

Further the approval of Shareholders pursuant to Section 269 of the Companies Act, 1956 read with Schedule XIII thereof, is sought for the re-appointment of Mr. Gautam Malhotra as Managing Director of the Company on revised remuneration for a period of five years w.e.f from 31st January, 2013

And regularization of Mr. John Ernest Flintham and Mr. Sanjay Chhabra as Directors of the Company who were appointed as an Additional Directors w.e.f 13th May, 2013 and 13th August, 2013 respectively.

The brief resume and other details of the above directors, as stipulated under Clause 49(IV) (G) of the Listing Agreement, are furnished in the Notice forming part of this Annual Report.

Appropriate resolutions seeking your approval to the aforesaid re-appointments are appearing in the Notice convening the 30th Annual General Meeting of the Company.

AUDITORS

M/s Manoj Mohan & Associates, Chartered Accountants, Statutory Auditors of the Company, hold office until the conclusion of the ensuing Annual General Meeting and are eligible for reappointment. The members are requested to consider their re-appointment as Auditors of the Company for the year 2013-14 and authorize the Board of Directors to fix their remuneration. The Company has received a certificate from the proposed Statutory Auditors to the effect that their appointment, if made, would be within the prescribed limits under Section 224(1B) of the Companies Act, 1956, and that they are not disqualified from such appointment in terms of Section 226 of the Companies Act, 1956

COST AUDITORS

Mr. Yash Pal Sardana (Membership No. 17996), Practicing Cost Accountant was appointed as Cost Auditors of the Company.

AUDITORS'' REPORT

Notes forming part of Annual Accounts, which are specifically referred to by the Statutory Auditors in their report, are self- explanatory and therefore, do not call for any further comments.

PUBLIC DEPOSITS

During the period under review, the Company has not accepted public deposits under Section 58A and 58AA of the Companies Act, 1956.

CASH FLOW STATEMENT

As required by Clause 32 of the Listing Agreement, a Cash Flow Statement is annexed and forms part of the Annual Report.

RECONCILIATION OF SHARE CAPITAL AUDIT

The Securities and Exchange Board of India (SEBI) has directed that all issuer companies shall submit Reconciliation of Share Capital Audit Reports reconciling the total shares held in both the depositories, viz. NSDL and CDSL and in physical form with the total issued /paid up capital on quarterly basis.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, on quarterly basis were forwarded to the Stock Exchanges wherein the Equity Shares of the Company are listed.

STATUTORY INFORMATION

- Particulars of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 : Nil

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and forms part of this Annual Report.

CORPORATE GOVERNANCE

Adoption of Best ethical business practices in the Company within the regulatory framework is the essence of good Corporate Governance. Your Company continues to believe in such ethical business practices and gives thrust on providing reliable financial information, maintenance of transparency in all its business transactions and ensuring strict compliance of all applicable laws.

The report of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

The requisite certificate from the Statutory Auditors of the Company, confirming the compliance with the conditions of Corporate Governance norms as stipulated under the aforesaid Clause 49, is attached with the Corporate Governance Report.

MANAGEMENT DISCUSSION AND ANALYSIS

The Management Discussion and Analysis Section of the Annual Report presents a detailed business review of the Company as required under Clause 49 of the Listing Agreement.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors'' Responsibility Statement, it is hereby confirmed:

- That in the preparation of the annual accounts for the period ended 30th September, 2013, the applicable Accounting Standards have been followed along with proper explanation relating to material departures;

- That the Directors have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company for the period under review and of the profit or loss of the Company for the period under review;

- That the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- Annual Accounts have been prepared on a going concern basis.

INDUSTRIAL RELATIONS

The employee relations have remained cordial throughout the period and industrial harmony was maintained. Measures for the safety, training and development of the employees continued to receive top priority. The Directors wish to place on record their appreciation of the valuable contribution made by the employees of the Company at all levels towards the performance and growth of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum. Priority is accorded to address all the issues raised by the Shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' and Investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of Investors'' Grievances.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors would like to convey their appreciation for all the co-operation and assistance received from the Government Authorities, Financial Institutions, Banks, Customers, Vendors and Stakeholders of the Company during the period under review. Your Directors also express their deep sense of appreciation for the committed services by the executives, staff and workers of the Company. We look forward to receive the continued patronage of all our business partners to become a better and stronger Company.

Your Directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the Shareholders.

By Order of the Board

For AMTEK INDIA LIMITED

Sd/-

Place : New Delhi (SANJAY CHHABRA)

Date : 13th February, 2014 CHAIRMAN


Jun 30, 2010

The Directors have pleasure in presenting the Twenty Seventh Annual Report and the Audited Accounts of the Company for the year ended 30th June 2010.

FINANCIAL RESULTS (Rs. in Lacs)

PARTICULARS Year ended Year ended 30th June 2010 30th June 2009

Sales/Income from Operations 102945.21 79944.73

Expenditures 82,432.63 65046.66

Gross Profit Before Depreciation 20,512.58 14898.07

Depreciation 9622.34 7013.36

Profit Before Tax 10890.24 7884.71

Provisions for Taxation 3256.38 2478.37

Profit after Tax 7633.86 5406.34

Add: Accumulated Profit 1216.97 2143.07

Balance available for appropriation 8850.83 7549.41

APPROPRIATIONS:

Transfer to General Reserve 1500.00 2000.00

Transfer to Debenture Redemption Reserve 1250.00 2000.00

Foreign Currency Convertible Bond Redemption Reserve 5418.08 2070.00

Proposed Dividend on Equity Shares 504.61 224.32

Provision for Tax & CESS on Dividend 83.81 38.12

Dividend and Tax for previous year (Not appropriated in previous year) 13.81 -

Surplus carried to Balance Sheet 80.52 1216.97

PERFORMANCE

On the Standalone basis, the revenue of the Company for the year under review was Rs. 102945.21 lacs as against the previous year revenue of Rs. 79944.73 lacs. The Profit after Tax for the year stands at Rs. 7633.86 lacs as against the corresponding year figure of Rs. 5406.34 lacs, thus registering increase of 41.2% on year to year basis. The Company has strong reserve position of Rs. 159108.23 lacs.

DIVIDEND

Yours Directors are pleased to recommend a Dividend of Rs. 0.40 per equity share of Rs.2/- each for the Financial year 2009-10. The Proposed dividend, if approved, at the ensuing Annual General Meeting, would result in appropriation of Rs. 588.42 Lacs (including Corporate Dividend Tax of Rs. 83.81 Lacs) out of the profits. The Company has made transfer of Rs. 1500 Lacs to the General Reserve. The total appropriation of dividend of Rs. 588.42 Lacs gives 7.71% pay out on the net profit of the Company.

The Register of Members and Share Transfer Books shall remain closed from 28111 December 2010 to 31st December 2010 (both days inclusive), for the purpose of Annual General Meeting and payment of Dividend.

SHARE CAPITAL

During the year under review, the Company issued 12110000 warrants of Rs. 2/- per share at a premium of Rs. 39/- aggregating to Rs. 49.65 Crores convertible into equivalent number of equity shares, on preferential basis, to the promoters of the Company in accordance with Section 81 (1A) of the Companies Act 1956 read with Chapter VII of SEBI (Issue of Capital and Disclosure Requirements) Regulations 2009 and the Company has converted the aforesaid warrants into equivalent number of equity shares.

The Company has also alloted 14118548 equity shares of Rs. 2/- per share at a premium of Rs. 118.12 per share upon conversion of FCCBs of USS 38.62 million.

SUBSIDIARY COMPANY -

As on 30*1 June 2010, the Company has one subsidiary i.e. Amtek Industries Limited. In terms of approval granted by the Central Government under Section 212 (8) of the Companies Act, 1956, copy of the Balance Sheet, Profit and Loss Account and other documents of the subsidiary company have not been attached with the balance sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same. However, pursuant to Accounting Standard 21, consolidated financial statements presented by the Company includes financial informations of its subsidiary.

DIRECTORS

Mr. Chetan Vimal Kumar Shah retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of his expertise in specific functional areas and names of companies in which he holds directorships and memberships/chairmanships of Board Committees, as stipulated under Clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in the notice forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, who hold office until the conclusion of the ensuing Annual General Meeting, are willing to be reappointed. A Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(16) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI) M/s Iqneet Kaur & Co., Company Secretaries, undertakes a Share Capital Audit on quarterly basis. The purpose of the audit is to reconcile the total shares held in CDSL, NSDL and in physical form with the admitted, issued and listed capital of the Company.

The Share Capital Audit Report as submitted by the Auditor on quarterly basis were forwarded to the Bombay Stock Exchange Limited and National Stock Exchange of India Limited where the equity shares of the Company are listed.

CONSOLIDATED FINANCIAL STATEMENT

As per the requirements of the Listing Agreement and Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India, the consolidated financial statements have been prepared on the basis of financial statements of the Company and abovementioned subsidiary.

FIXED DEPOSITS

During the year under review, the Company has not accepted any public deposits under Section 58A & 58AA of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES

The Companys equity shares are available for de-materialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Companys shares mandatory, in de-materialized form. As on 30th June 2010, 12,51,79,508 equity shares representing 99.23% of your Companys equity shares capital has been de- materialized.

LISTING AT STOCK EXCHANGES

The Equity Shares of Company are listed on the Bombay Stock Exchange Limited and the National Stock Exchange of India Limited. The Company has paid annual listing fees to the Stock Exchanges for the year 2010 - 2011.

STATUTORY INFORMATION

- Particulars of Employees under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earnings and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Annual Report and the certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 VII of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with stock exchanges is presented in a separate section forming part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby stated and confirmed :-

- That in the preparation of the annual accounts for the financial year ended 30th June, 2010, the applicable Accounting Standards have been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period under review;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the Workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders and Investors Grievances Committee of the Board meets periodically and

reviews the status of the redressal of investors grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialisation arrangement exists with both the depositories, viz.. National Securities Depository Limited and Central Depository Services (India) Limited.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Companys team which has made it possible to achieve excellent growth. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks, Government Agencies, our Valued Customers and the Investors for their continued support, co-operation and assistance.

Your Directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by all the stakeholders.

By Order of the Board For AMTEK INDIA LIMITED

Sd/- Place : New Delhi (ARVIND DHAM)

Date : 24th November 2010 Chairman


Jun 30, 2009

The Directors have pleasure in presenting the Twenty Sixth Annual Report and the Audited Accounts of the Company for the year ended 30th June 2009.

FINANCIAL RESULTS (Rs. in lacs) PARTICULARS Year ended Year ended 30th June, 2009 30th June, 2008

Sales/Income from Operations 79944.73 122,826.77 Expenditures 65046.66 74,971.61 Gross Profit Before Depreciation 14898.07 47,855.16 Deprecation 7013.36 5327.57 Profit Before Tax 7884.71 42,527.59 Provisions for Taxation 2478.37 7833.53 Profit after Tax 5406.34 34,694.06 Add: Accumulated Profit 2143.07 4141.67 Balance available for appropriation 7549.41 38,835.73 APPROPRIATIONS: Transfer to General Reserve 2000.00 30,000.00 Transfer to Debenture Redemption Reserve 2000.00 – Foreign currency convertible bond redemption reserve 2070.00 6270.00 Proposed Dividend on Equity Shares 224.32 224.32 Provision for Tax & CESS on dividend 38.12 38.12 Dividend and Tax for previous year (Not appropriated in previous year) – 160.22 Surplus carried to Balance Sheet 1,216.97 2,143.07

PERFORMANCE

The turnover of the Company for the year under review was Rs. 79,944.73 lacs as Rs.122,826.77 lacs in the previous year. The Profit after Tax of the Company for the year stands at Rs. 5406.34 lacs as against the corresponding year figure of Rs. 34,694.06 lacs (which included post tax extra ordinary item of Rs. 21188.66 lacs). The Company has strong reserve position of Rs. 145,129.54 lacs.

DIVIDEND

Yours Directors are pleased to recommend a Dividend @ 10% for the year 2008-09 i.e. Rs. 0.20 Per equity share of Rs.2/- each. The Proposed dividend if approved at the ensuing Annual General Meeting, would result in appropriation of Rs. 262.44 Lacs (including Corporate Dividend Tax of Rs. 38.12 Lacs) out of the profits. The Company has made transfer of Rs.2,000 Lacs to the General Reserve. The total appropriation of dividend of Rs. 262.44 Lacs gives 6.04% pay out on net profit of the Company.

The Register of members and share transfer books shall remain closed from 28th December 2009 to 31st December 2009 (both days inclusive), for the purpose of Annual General Meeting and payment of Dividend.

FUTURE PLANS

The Company plan to expand its casting capacities from 1,05,000 t.p.a. to 2,25,000 t.p.a. by the end of this fiscal. The Company subsequent to the end of financial year has already increased its capacity to 1,50,000 t.p.a. This will lead to large scale economics and hence better margins.

The Company is also planning to foray into high precision components like cylinder blocks of bigger engines, cylinder heads, transmission covers etc. that command better margins. This will ensure sustainability of higher margins in the years to come.

ISSUE OF WARRANTS CONVERTIBLE INTO EQUITY SHARES

Subsequent to the year under review, the Company issued and allotted 1,21,10,000 warrants entitling the warrant holder(s) to apply for equivalent number of fully paid equity shares of Rs.2/- each at a premium of Rs.39/- each to promoter group companies by way of preferential issue pursuant to the resolution passed by the shareholder’s of the Company in their Extra Ordinary General Meeting held on 23rd June, 2009.

SHARE CAPITAL

Subsequent to the year under review, the Company has allotted 59,00,000 equity shares of Rs. 2/- per share at a premium of Rs. 39/- per share aggregating to Rs. 24.19 Crores to promoters of the Company upon conversion of warrant.

ISSUE OF NON CONVERTIBLE DEBENTURES

The Board of Directors of the Company in their meeting held on 12th October, 2009 has considered and approved the Issue of Secured Redeemable Non-convertible Debentures of Rs. 200 Crores. Pursuant the above said resolution, the Board has also issued and allotted 10.5% Secured Redeemable Non-convertible Debentures of Rs. 200 Crores repayable in 4 annual installments at the end of 5th, 6th, 7th and 8th year from the date of disbursement. The Company has appointed Axis Bank Ltd. as Debenture Trustee for the debenture issue. The Debentures are listed at BSE.

Credit Rating

The Credit Analysis & research Ltd. (CARE) has assigned a CARE AA- ( CARE Double A Minus) rating to the NCD issue of the Company for Rs. 200 Crore. The instruments carrying AA- rating are considered to offer high safety for timely servicing of debt obligation. Such instruments carry very low credit risk.

SUBSIDIARY COMPANY

As of 30th June 2009, the Company has one subsidiary i.e. Amtek Industries Limited. In terms of approval granted by the Central Government under section 212 (8) of the Companies Act, 1956, copy of the Balance Sheet, Profit and Loss Account and other documents of subsidiaries of the Company have not been attached with the Balance Sheet of the Company. These documents will be made available upon request by any member of the Company interested in obtaining the same. However, pursuant to Accounting Standard AS-21, Consolidated Financial Statements presented by the Company include Financial Results of its subsidiaries.

DIRECTORS

During the year under review, Mr. Chetan Vimal Kumar Shah, was appointed as an Additional Director on the Board of the Company. Pursuant to section 260 of the Companies Act, 1956 his tenure as directors expires on the date of the present Annual General Meeting. Notice(s) signifying the intention to appoint him as directors have been received from the members of the Company and accordingly respective resolutions to that effect have been provided in the notice of the Annual General Meeting as special business.

Mr. Arvind Dham and Mr. K.T. James retire at the ensuing Annual General Meeting and being eligible offers themselves for re-appointment.

Brief resume of the Director proposed to be reappointed, nature of their expertise in specific functional areas and names of companies in which they hold directorships and memberships/chairmanships of Board Committees, as stipulated under clause 49 of the Listing Agreements with the Stock Exchanges in India, are provided in notice forming part of the Annual Report.

Mr. V. K. Sharma Managing Director and Mr. R. S. Katiyar, Director resigned from the directorship of the Company due to some personal reasons w.e.f. 02nd December, 2009. The Board took on record their contribution towards the success of the Company.

AUDITORS

The Auditors of the Company M/s Manoj Mohan & Associates, Chartered Accountants, hold office until the conclusion of the ensuing Annual General Meeting and are recommended for reappointment. Certificate from Auditors have been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

Notes forming part of accounts, which are specifically referred to by the auditors in their report, are self explanatory and therefore, do not call for any further comments.

CONSOLIDATED FINANCIAL STATEMENT

As per the requirements of the Listing Agreement and Accounting Standards and Guidelines issued by The Institute of Chartered Accountants of India, the consolidated financial statements have been prepared on the basis of financial statements of the Company and abovementioned subsidiaries.

FIXED DEPOSITS

During the year under review, the Company has not accepted public deposits under section 58 - A of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES

The Company’s equity shares are available for de-materialization on both the depositories’ viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Company’s shares mandatory, in de-materialized form. As on 30th June 2009, 11,11,50,346 equity shares representing 99.10% of your Company’s Equity shares capital has been de- materialized.

LISTING AT STOCK EXCHANGE

The Shares of Company are listed on Bombay Stock Exchange Limited, Mumbai and are also permitted to be traded on The National Stock Exchange of India Limited, Mumbai. The Company has paid annual listing fee to the Stock exchanges for the year 2009 - 2010.

The Foreign Currency Convertible Bonds are listed at Singapore Stock Exchange.

STATUTORY INFORMATION

- Particular of Employees under section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 - Details are given in the Annexure and form part of this Report.

- Statutory details of Energy Conservation and Technology Absorption, R & D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report.

CORPORATE GOVERNANCE

A separate section on Corporate Governance forming part of the Director’s Report and the certificate from the Company’s auditors confirming compliance of Corporate Governance norms as stipulated in clause 49 VI of the Listing Agreement with the Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under clause 49 of the Listing Agreement with stock exchange is presented in separate section forming part of the Annual Report.

DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors’ Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the annual accounts for the year ended 30th June, 2009, the applicable accounting standards had been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period under review;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis. INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders’ requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The shareholders’ and investors’ Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors’ grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialisation arrangement exists with both the depositories, viz., National Securities Depository Limited and Central Depository Services (India) Limited. As on 30th June 2009, 11,11,50,346 shares have been dematerialized, representing 99.10% of the Issued and Paid Up capital of the company.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by constantly devising and implementing several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary at the earliest.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Company’s team which has made it possible to achieve excellent growth. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, our valued customers and the investors for their continued support, co-operation and assistance.

Your Directors also wish to acknowledge the contribution made by the employees at all levels and above all the trust and confidence reposed by the shareholders.

By Order of the Board For AMTEK INDIA LIMITED Sd/- Place : New Delhi (ARVIND DHAM) Date : 2nd December 2009 Chairman


Jun 30, 2003

The Directors have pleasure in presenting the 20™ Annual Report and the Audited Accounts of the Company for the year ended 30lh June, 2003.

FINANCIAL RESULTS

(Rs. In Mn.)

PARTICULARS YEAR ENDED YEAR ENDED 30.06.03 30.06.02

Sales and other Income 2089.43 1399.73

Less :

Expenditure 1738.26 1135.95

Gross Profit Before Depreciation 351.17 263,78

Less : Depreciation 123.48 70.23

Profit Before Tax 227.69 193.55

Less : Provisions for Taxation 19.11 14.45

Net Profit after Tax 208.58 179.10

Provision for Deferred Tax 62.37 48.16

Profit after Deferred Tax 146.21 130.94

Accumulated Profit B/F 58.53 14.27

Amount Available for appropriation 204.74 145.21

Appropriation:

General Reserve 53.00 63.00

Reserve for Debenture 95.00 --

Reserve for Preference Shares 16.67 --

Preference Dividend 6.18 --

Dividend on Equity Shares 23.68 23.68

Corporate Dividend Tax 3.21 --

Net profit Transferred

To Balance sheet 7.00 58.53

PERFORMANCE

During the period under review, the company has achieved encouraging results. The company has recorded turnover of Rs. 2089.43 million with a net profit of Rs. 146.21 million as against turnover of Rs. 1399.73 million with a net profit of Rs. 130.94 million in the previous year. Cash profit has been recorded at Rs. 269.69 million. The Company has a healthy reserves figure of Rs. 1059.84 millions.

DIVIDEND

Yours Directors are pleased to recommend a Dividend of 20% on the paid-up Equity Share Capital of the Company, The dividend is free of tax in the hands of the shareholders.

DEBT SWAPPING

During the year under review, the company successfully completed its debt swapping exercise which involved repayment of its term loan carrying coupon rate of 13.5 by issue of NCDs at an effective rate of interest of 8.50%. This will result in an yearly saving of around Rs. 13 Crores in interest cost.

INVESTOR RELATIONS

Your Company always endeavors to give immediate attention to shareholders requests/grievances. High priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest. The Shareholders/ Investors Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors grievances.

FIXED DEPOSITS

During the period under review, the Company continued to accept deposits under section 58 - A of the Companies Act, 1956.

DE-MATERIALISATION OF SHARES

The Companys equity shares are available for de - materialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your companys shares mandatorily, in de - materialized form. As on date 3355744 representing 28.34 % of your Companys Equity shares capital have been de-materialised.

LISTING AT STOCK EXCHNAGE

The shares of company are listed on The Delhi Stock Exchange Association Limited and The Stock Exchange, Mumbai.

The company has paid the annual listing fee to the Stock exchanges for the year 2003 - 2004.

STATUTORY INFORMATION

- Particulars of EmployeesUnder Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 are - NIL.

- Statutory details of Energy Conservation and Technology Absorption R&D activities and Foreign Exchange Earnings and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed thereunder i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are given in the Annexure and form part of this Report (Annexure-I).

- Certificate received from the Auditors of the company regarding Compliance of conditions of Corporate Governance, as required under clause 45 VIII of the Listing Agreement, is Annexed and forms part of this report. (Annexure-II).

- As required under clause 45VA of the listing Agreement, Management Discussion and Analysis Report is Annexed and forms part of this report (Annexure-III).

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for the period under review;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

DIRECTORS

Mr. D.S. Malik retires at the ensuing Annual General meeting and being eligible offers himself for reappointment. Brief particulars of his resume are given in the Notice of Annual General Meeting.

Mr. R. S. Katiyar, Mr K.T. James & Mr. Shekhar Gupta who were appointed as additional directors vacate their offices at the ensuing Annual General Meeting. The company has received representations from the members of the company along with deposits as required under the provisions of Section 257 of the Companies Act, 1956 expressing their intention to propose the appointment of Mr. R. S. Katiyar, Mr. K.T. James and Mr. Shekhar Gupta as Directors of the company.

The Board of Directors has appointed Mr. V.K. Sharma as Managing Director of the company for a period of five years with effect from 29lh October, 2003. A proposal for the appointment of Mr. V.K. Sharma as Managing Director is being placed before members for approval at the Annual General Meeting.

AUDITORS

M/s Manoj Mohan & Associates, Chartered Accountants, the Statutory Auditors of the company retire at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment. They have confirmed their eligibility to act as auditors of the Company under Section 224(1B) of the Companies Act, 1956.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

EMPLOYEE WELFARE

Your Company demonstrated that it is a caring organization by continuing to devise and implement several welfare measures for the employees and their families. Employee welfare programmes and schemes were implemented with utmost zeal and they were constantly reviewed and improvements were made wherever necessary.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the staff members of the company who have worked as a team and made it possible to achieve such an excellent growth. Your Directors also take this opportunity to offer their sincere thanks to the financial Institutions, Banks and other Government Agencies, our valued customers for their continued support and assistance.

Your Directors also express their profound thanks to the share holders for their faith and continued support to the endeavors of the company.

By Order of the Board For AMTEK INDIA LIMITED

Sd /- Place : New Delhi (ARVTND DHAM)

Date : 27th November, 2003 CHAIRMAN

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