Dear Members/Shareholders,
The Board of Directors / Resolution Professional hereby presents to the member's
performance of the company along with audited standalone and consolidated financial
statements/accounts of the company for financial Year 2018-19.
1. STATE OF COMPANY AFFAIRS
The Financial Year 2018-19 was marked with volatility and disruptions due to
competition and slowdown in the economy. Your company however continued to perform
consistently well in these challenging times. With sales at Rs. 1135.69 Crore, Company has
registered an overall de-growth of 21.67% in the turnover. EBIDTA at Rs. 53.11 Crore has
decreased by 4.89% in respect of turnover over previous year.
The Corporate Insolvency Resolution Process' (CIRP) was initiated, on a petition
filed by Corporation Bank, against the Company, which was admitted vide an Order of the
National Company Law Tribunal (NCLT), Chandigarh dated July 24, 2017 under the provisions
of the Insolvency and Bankruptcy Code 2016("Code / IBC").
That pursuant thereto, on July 27, 2017, Hon'ble NCLT appointed Mr. Dinkar T.
Venkatasubramanian as Interim Resolution Professional (IRP) in terms of IBC, who was
subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC),
constituted under IBC. Mr. Dinkar T. Venkatasubramanian, in his capacity as RP, has taken
control and custody of the management and operations of the company with effect from
August 22, 2017. As per the Code, the Resolution Professional RP has to receive, collate
and admit all the claims submitted by the creditors of the company. Such claims can be
submitted to the RP during the CIRP, till the approval of a resolution plan by the CoC.
The Resolution Plan' submitted by Liberty House Group Pte. Limited (LHG) was
voted upon (between April 4, 2018 and April 5, 2018) & duly approved by the CoC and
was further approved by NCLT vide Order dated July 25, 2018. As per Resolution Plan
approved by the NCLT, the Resolution Applicant and Resolution Professional shall jointly
supervise the implementation of the Resolution Plan until closing date. The Resolution
Professional shall act as Insolvency Professional (IP) and will be a member on the
Monitoring committee till such closing date.
However, LHG failed to implement the Resolution Plan. The CoC of the Company sought
directions from the Hon'ble NCLT for reinstatement of the CIRP by excluding the time
spent, in calculating the 270 days under IBC.
The Hon'ble NCLT vide Order dated February 13, 2019 reinstated the CIRP while observing
that LHG has failed to implement the Resolution Plan. The NCLT excluded a 45 days period
and an additional 10 days period to negotiate with Deccan Value Investors (DVI), the
Resolution Applicant whose offer was second highest, while calculating the period of 270
days permitted for completion of the insolvency resolution process.
The CoC filed an appeal with Hon'ble NCLAT to seek permission to restart the CIRP by
inviting fresh resolution plans from interested resolution applicants for an effective
resolution of the corporate debtor; and to grant adequate time (i.e. Minimum of 90 days)
to the CoC and the RP to attempt a fresh process and resolution rather than forcing a
resolution with Decaan Value Investors (DVI).
The Hon'ble NCLAT vide their order dated May 3, 2019 instructed the Resolution
Professional' to ensure that the company remains a going concern and the manufacturing and
production of the company do not suffer, payment of wages to the employees/workmen are
made on time and if any material is supplied during corporate resolution process, the
payment must be paid to the supplier/creditor. However, Hon'ble NCLAT vide their Order
dated August 16, 2019 issued a directive to NCLT to proceed under Section 33 of IBC Code,
i.e. to issue the liquidation order. Pursuant to the Hon'ble NCLAT Order dated August 16,
2019, COC has filed an appeal with the Hon'ble Supreme Court of India for staying the
aforesaid NCLAT Order and to allow to restart the CIRP process and seek fresh bids. The
Hon'ble Supreme Court of India vide their interim order dated September 24, 2019 allowed
the Resolution Professional to seek fresh bids within 21 days and within 2 weeks
thereafter the CoC to consider the offers and be placed before the Hon'ble Supreme Court
of India on next date of hearing scheduled on November 5, 2019. Since the matter could not
be heard on November 05, 2019, it was listed for hearing on November 13, 2019. The Hon'ble
Supreme Court of India has vide their order dated November 13, 2019 has directed the CoC
to consider the offers received within the time limit and a decision with respect to the
offers be taken within 3 weeks from November 13, 2019 and be placed before the Hon'ble
Supreme Court on December 09, 2019.
Further the matter was listed on December 2, 2019 and the Hon'ble Supreme Court
recalled the order dated 13.11.2019 and directed that fresh offers be invited within 30
days from today after due advertisement in accordance with the procedure prescribed for
the purpose. The time fixed by this Court vide order dated 24.09.2019 is hence extended
The offer may be evaluated within three weeks by CoC thereafter and it may be placed
before this Court for consideration.
2. FINANCIAL RESULTS
The standalone and consolidated financial statements for the financial year ended March
31, 2019, have been prepared in accordance with the Indian Accounting Standards (Ind AS)
as notified by the Ministry of Corporate Affairs.
Key highlights of financial performance of your Company for the financial year 2018-19
are provided below:
FINANCIAL PERFORMANCE
|
|
Rs. in lakhs except per equity share data |
Particulars |
Standalone |
Consolidated |
|
31st March, 2019 |
31st March, 2018 |
31st March, 2019 |
31st March, 2018 |
|
(Year Ended) |
(Year Ended) |
(Year Ended) |
(Year Ended) |
|
(Audited) |
(Audited) |
(Audited) |
(Audited) |
Revenue |
1,15,494 |
1,53,515 |
4,81,587 |
4,74,458 |
Less : Expenditures (Excluding Depreciation) |
1,11,254 |
3,72,964 |
4,59,457 |
6,74,070 |
Gross Profit Before Depreciation |
4,240 |
(2,19,448) |
22,130 |
(1,99,612) |
Less : Depreciation |
33,409 |
71,053 |
49,432 |
1,01,818 |
Profit Before Tax & Exceptional Items |
(29,169) |
(2,90,501) |
(27,302) |
(3,01,429) |
Share of Profit/loss of Associates/ |
|
|
|
|
Joint Venture |
|
|
(95) |
(59,116) |
Profit/(loss) before Exceptional Item |
(29,169) |
(2,90,501) |
(27,397) |
(3,60,545) |
Less : Exceptional Item |
6,491 |
8,70,829 |
8,961 |
6,41,441 |
Profit Before tax |
(35,660) |
(11,61,331) |
(36,358) |
(10,01,986) |
Less : Tax Expenses |
|
53,737 |
1,649 |
25,736 |
Profit /(Loss) for the year from Continuing operation |
(35,660) |
(12,15,068) |
(38,007) |
(10,27,721) |
Other Comprehensive Income (net of Tax) |
105 |
216 |
2,265 |
(15,505) |
Total Comprehensive Income |
(35,555) |
(12,14,851) |
(35,742) |
(10,42,618) |
Total Comprehensive Income from |
|
|
|
|
Discontinued operations |
|
|
557 |
7,415 |
Total Comprehensive Income (Profit/Loss) |
(35,555) |
(12,14,851) |
(35,185) |
(10,35,812) |
Earnings Per Share for continuing operation |
(14.36) |
(489.44) |
(15.15) |
(401.74) |
Earnings Per Share for discontinuing operation |
|
|
0.22 |
2.79 |
Earnings Per Share for continuing and discontinuing operation |
(14.36) |
(489.44) |
(14.93) |
(398.95) |
3. OPERATION PERFORMANCE REVIEW
During the Period under review, the revenue of the Company is Rs. 1,15,494 Lakhs. The
loss after tax stood at Rs. (35,660) Lakhs. The Reserve & Surplus position at Rs.
(9,47,738) Lakhs.
4. INDIAN ACCOUNTING STANDARDS
The Ministry of Corporate Affairs (MCA), vide its notification dated February 16, 2015,
notified the Indian Accounting Standards (Ind AS) applicable to certain class of
companies. Ind AS has replaced the existing Indian GAAP prescribed under Section 133 of
the Companies Act, 2013, read with Rule 7 of the Companies (Accounts) Rules, 2014.
Pursuant to the aforesaid notification, with effect from April 01, 2016, the Company has
transitioned to Ind AS. The transition is carried out from accounting principles generally
accepted in India being the previous GAAP.
Accordingly, The annexed financial statements comply in all material aspects with
Indian Accounting Standards (Ind AS) notified under section 133 of the Companies Act, 2013
(the Act), Companies (Indian Accounting Standards) Rules, 2015, as amended from time to
time and other relevant provisions of the Act.
5. MATERIAL CHANGES AND COMMITMENTS
There was no material changes and commitments during the financial year 2018-19.
However Company is in Corporate Insolvency Resolution Process "CIRP"and
accordingly power of the board has been dispensed due to the appointment of Mr. Dinkar T.
Venkatasubramanian resolution Professional pursuant to NCLT vide order dated July 27,
2017.
6. CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two classes:-
|
|
|
In Rs. |
S.No |
Particulars |
Equity Shares Capital |
Preference Shares Capital |
1. |
Authorised Share Capital |
80,00,00,000 |
35,00,00,000 |
2. |
Paid Up Share Capital |
49,65,10,856 |
|
3. |
Value per Share |
2 |
100 |
During the period under review, there was no public issue, rights issue, bonus issue,
etc and the Company has not issued shares with differential voting rights, sweat equity
shares, nor has it granted any stock options.
7. DIVIDEND
In view of losses incurred during the period under review, the Resolution Professional
/ Board do not recommend any dividend on the equity shares for the financial year ended
March 31, 2019.
The Company has formulated a dividend distribution policy and the same is also
displayed on the website of the company i.e. www.amtek.com .
8. SUBSIDIARY AND ASSOCIATES
During the year, Resolution Professional reviewed the affairs of the subsidiaries. In
accordance with Section 129(3) of the Companies Act, 2013, we have prepared consolidated
financial statements of the Company, which forms part of Annual Report. Further, a
statement containing the salient features of the financial statements of our subsidiaries,
associates, joint ventures in the prescribed Form AOC-1 is annexed to the
consolidated financial statements and forms part of the Annual Report which covers the
financial position of subsidiaries and associate Company and hence not repeated here for
the sake of brevity.
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,
these documents will also be available for inspection during business hours at our
registered office in Haryana, India.
9. TRANSFER TO RESERVE
The company is in CIRP and Resolution Professional/ Board do not propose to transfer
any amount to the general reserve.
10. TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
Pursuant to the provisions of Section 125 of the Companies Act, 2013, unclaimed final
dividend for the financial year 2011-12 is due for transfer to Investors' Education and
Protection Fund (IEPF) established by Govt. of India.
11. EMPLOYEE STOCK OPTION SCHEME
Currently the Company has no Employee Stock Option Scheme. Therefore respective
provisions are not applicable to the company.
12. BONUS ISSUE
Company has not allotted/transferred or issued any bonus shares during the year.
13. CHANGE IN THE NATURE OF THE BUSINESS, IF ANY
There was no change in the nature of business of the Company during the financial year
ended March 31, 2019. However Company is in CIRP and accordingly power of the board has
been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution
Professional pursuant to NCLT vide order dated July 27, 2017
14. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
Your Company has in place, an adequate system of internal controls commensurate with
its size, requirements and the nature of operations. These systems are designed keeping in
view the nature of activities carried out at each location and various business
operations.
Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017 . Further it is stated that said Resolution Professional
has not appointed the Internal Auditor of the Company to conduct the Internal Audit
Functions for Financial Year 2018-19.
15. INTERNAL FINANCIAL CONTROLS
The Company has in place adequate financial controls commensurate with its size, scale
and complexity of its operations. The Company has in place policies and procedures
required to properly and efficiently conduct its business, safeguard its assets, detect
frauds and errors, maintain accuracy and completeness of accounting records and prepare
financial records in a timely and reliable manner.
16. SEGMENT REPORTING
The Resolution Professional / Board wishes to inform you that Segment Reporting is not
applicable to the Company.
17. CASH FLOW ANALYSIS
The Cash Flow Statement for the year, under reference in terms of Regulation 36 of SEBI
(LODR) Regulations, 2015 is annexed with the Annual Accounts of the Company.
18. CONSOLIDATED FINANCIAL STATEMENTS
The Company has Subsidiary/joint ventures/associate companies. Therefore consolidated
financial statements are enclosed herewith.
19. DEPOSITS
The Company has not accepted any deposits covered under Chapter V of the Companies Act,
2013 read with The Companies (Acceptance of Deposits) Rules, 2014.
20. SECRETARIAL STANDARDS OF ICSI
The Ministry of Corporate Affairs has mandated SS-1, SS-2 and SS-3 with respect to
board meetings, general meetings and payment of dividend respectively. The Company is in
compliance with the respective Standard.
21. FRAUDS REPORTED BY AUDITOR UNDER SECTION 143 (12) OTHER THAN THOSE WHICH ARE
REPORTABLE TO THE CENTRAL GOVERNMENT
There are no such frauds reported by auditor, which are committed against the Company
by officers or employees of the Company.
22. EXTRACT OF ANNUAL RETURNS
In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013, read with
Rule 12 of the Companies (Management and Administration) Rules, 2014, the extracts of the
annual return in form MGT 9 is annexed herewith and forms part of this Report as Annexure
III and same is displayed on the website of the company i.e. www.amtek.com.
23. CORPORATE SOCIAL RESPONSIBILITY
Corporate social responsibility forms an integral part of your Company's business
activities. In compliance with Section 135 of the Companies Act, 2013 read with Companies
(Corporate social Responsibility Policy) Rules, 2014, the Company has adopted a CSR policy
which is available at www. www.amtek.com. The disclosure pursuant to Rule 9 of Companies
(Corporate Social Responsibility Policy) Rules, 2014 is annexed herewith as Annexure
IV.
24. DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017.
Change in Director: - During the Financial year ended March 31, 2019 Mr. Gautam
Malhotra has resigned From directorship of the Company w.e.f 23rd May 2018.
KEY MANAGERIAL PERSONNEL:
The Key Managerial Personnel (KMP) in the Company as per Section 2(51) and 203 of the
Companies Act, 2013 are as follows:
1. Mr. Vinod Kumar Uppal, Chief Financial Officer
2. Mr. Rajeev Raj Kumar, Company Secretary
25. BOARD INDUCTION, TRAINING AND FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTORS
Prior to the appointment of an Independent Director, the Company sends a formal
invitation along with a detailed note on the profile of the Company, the Board structure
and other relevant information. At the time of appointment of the Director, a formal
letter of appointment which interalia explains the role, functions, and responsibilities
expected of him/her as a Director of the Company is given. The Director is also explained
in detail about the various compliances required from him/ her as a Director under the
various provisions of the Companies Act 2013, SEBI Listing Regulations, 2015, SEBI
(Prohibition of Insider Trading) Regulations, 2015, the Code of Conduct of the Company and
other relevant regulations.
A Director, upon appointment, is formally inducted to the Board. In order to
familiarise the Independent Directors about the various business drivers, they are updated
through presentations at Board Meetings about the performance and Financials of the
Company. They are also provided presentations/booklets about the business and operations
of the Company.
The Directors are also updated on the changes in relevant corporate laws relating to
their roles and responsibilities as Directors. The details of the Board familiarization
programme for the Independent Directors can be accessed at www.amtek.com
Further it is stated that The Company is in CIRP and accordingly power of the board has
been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution
Professional pursuant to NCLT vide order dated July 27, 2017.
26. PERFORMANCE EVALUATION
Pursuant to the provisions of Section 178 of the Companies Act, 2013 read with rules
made there under, Regulation 17(10) of and the SEBI Listing Regulations and the Guidance
note on Board evaluation issued by SEBI vide its circular dated January 5, 2017, the
Company had framed a policy for evaluating the annual performance of its Directors,
Chairman, the Board as a whole, and the various Board Committees. The Nomination and
Remuneration Committee of the Company had laid down parameters for performance evaluation
in the policy, they include:
Attendance
Preparedness for the meeting
Staying updated on developments
Active participation in meetings
Constructive contributions/positive attributes
Engaging with and challenging management team without being confrontational or
obstructive
Protection of stakeholder interests
Contribution to strategic planning
Carrying out responsibilities as per the code of conduct
Further it is stated that The Company is in CIRP and accordingly power of the board has
been dispensed due to the appointment of Mr. Dinkar T. Venkatasubramanian resolution
Professional pursuant to NCLT vide order dated July 27, 2017.
27. NUMBER OF BOARD MEETING
During the period under review, no meeting of Board of Directors held after the
Commencement of Corporate Insolvency Process. Further the power of the Board of Directors
of the Company has been suspended.
28. NUMBER OF MEETING OF COMMITTEE OF CREDITORS (COC)
Five (5) Meetings of the COC were held during the period, the details of which are
provided below forms part of this Report.
29. POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION
The Company's 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. 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 i.e. www.amtek.com and also in
the Corporate Governance Report. There has been no change in the policy since the last
fiscal year.
The Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr. Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017.
30. DECLARATION BY INDEPENDENT DIRECTORS
The Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017. Therefore no declaration received from each independent
director under section 149(7) of Companies Act 2013.
31. SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017 Therefore no separate meeting of the Independent
Directors was held during the financial year.
32. COMMITTEES OF THE BOARD
The Company had constituted/reconstituted various Board level committees in accordance
with the requirements of Companies Act 2013. Further it is stated that the Company is in
CIRP and accordingly power of the board has been dispensed due to the appointment of Mr
Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT vide order dated
July 27, 2017 . Therefore board committee meeting has not been held during the financial
year 2018-19.
Further role & responsibility of All Committees is being fulfilled by the
Resolution Professional.
33. WHISTLEBLOWER POLICY
The Company had established an effective whistle blower policy (vigil mechanism) and
procedures for its Directors and employees; details of which are provided in the Report on
Corporate Governance which forms part of this report. The policy on vigil mechanism may be
accessed on the Company's website at: www.amtek.com.
Further it is stated that the Company is in CIRP and accordingly power of the board has
been dispensed due to the appointment of Mr Dinkar T. Venkatasubramanian resolution
Professional pursuant to NCLT vide order dated July 27, 2017.
34. REMUNERATION POLICY
The remuneration policy of the Company aims to attract, retain and motivate qualified
people at the executive and at the board levels. The remuneration policy seeks to employ
people who not only fulfil the eligibility criteria but also have the attributes needed to
fit into the corporate culture of the Company. The remuneration policy also seeks to
provide well-balanced and performance related compensation packages, taking into account
shareholder interests, industry standards and relevant regulations.
The remuneration policy ensures that the remuneration to the directors, key managerial
personnel and the senior management involves a balance between fixed and incentive pay
reflecting short and long-term performance objectives appropriate to the working of the
company and its goals. The remuneration policy is consistent with the
pay-for-performance' principle. The Company's policy on remuneration and appointment
of Board members as mentioned in the Remuneration Policy has been disclosed at the
company's website www.amtek.com.
The Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017.
35. AUDITORS
a) Statutory audit
Pursuant to provisions of Section 139 & Sec. 142 of the Companies Act, 2013 and
rules framed there under, Your Company's Auditors, M/s. SCV & Co. LLP ,
Chartered Accountants, Delhi (Firm Registration No. 000235N), was appointed as the
Statutory Auditors of the Company from the conclusion of 31st Annual General Meeting till
the conclusion of the 36th Annual General Meeting of the Company subject to
ratification by members every year.
The Ministry of Corporate Affairs vide its Notification dated May 7, 2018, has
dispensed with the requirement of ratification of Auditor's appointment by the
shareholders, every year. Hence, the resolution relating to ratification of Auditor's
appointment is not included in the Notice of the ensuing Annual General Meeting
The Company has received a certificate from the Auditor under section 141 of the
Companies Act 2013 to the effect that they are eligible to continue as Statutory Auditors
of the Company.
The Auditor's have put certain qualifications in their report and details of
qualifications provide in audit report which forming part of this report.
b) STATUTORY AUDITORS' REPORT
The Auditor Report of the auditor is given as an annexure which forms part of the
Annual Report.
c) COST AUDITORS
The Resolution Professional / Board has appointed Mr. Yash Pal Sardana
(MembershipNo.17996), practicing Cost Accountant, as Cost Auditor for conducting the audit
of the cost records of the Company for the financial year 2018-19.
d) SECRETARIAL AUDIT REPORT
The Resolution Professional / Board have appointed M/s S.N Jain & Co, Ms. Shruti
Jain Practicing Company Secretaries, to conduct Secretarial Audit for the financial
year 2018-19. The Secretarial Audit Report for the financial year ended March 31, 2019 is
annexed herewith as Annexure 1. The Secretarial Audit Report contains qualification,
reservation or adverse remark.
36. SECRETARIAL COMPALIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015, M/s S. Khurana & Associates,
Company Secretaries in practice has given the Secretarial Compliance Report of the Company
for the financial year 2018-19. The Report of the Secretarial Compliance in prescribed
format for the period ended March 31, 2019 is annexed as Annexure to the Report.
37. RECONCILIATION OF SHARE CAPITAL AUDIT REPORT
Pursuant to Provision of Regulation 55A of the SEBI (Depositories and Participants)
Regulations, 1996, M/s S. Khurana & Associates, Company Secretaries, New Delhi, under
took 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.
38. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS UNDER SECTION 186 OF THE COMPANIES
ACT, 2013
During the financial year ended March 31, 2019 the Company has made an investment of
NIL in accordance with section 186 of the Companies Act 2013 are given in the notes to
financial statements. During the year, the company has not granted loans, guarantee and or
provided any security.
39. PARTICULARS OF EMPLOYEES AND MANAGERIAL REMUNERATION
The information of employees and managerial remuneration, as required under Section
197(2) read with Rule 5 of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules 2014, and other details are annexed herewith and forms part of this
report as Annexure V.
40. PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
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 -
VI in Form AOC-2 and the same forms part of this report.
41. RISK MANAGEMENT
The board of directors of the Company had 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.
Further Company has developed and implemented a risk management policy which is
periodically reviewed by the management. In accordance with Regulation 21 of SEBI Listing
Regulations, 2015, the enterprise risk management policy of the Company, which had been
duly approved by the Board and reviewed by the Audit Committee and the Board on a periodic
basis. The risk management process encompasses practices relating to identification,
assessment, monitoring and mitigation of various risks to key business objectives. Besides
exploiting the business opportunities, the risk management process seeks to minimise
adverse impacts of risk to key business objectives.
The Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017.
42. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS &
OUTGO
The Energy conservation continues to be an area of focus for Amtek. 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 particulars of conservation of energy, technology absorption and foreign exchange
earnings and outgo in accordance with the provisions of Section 134(3) of the Companies
Act, 2013 read with Rule 8 of the Companies (Accounts of Companies) Rules, 2014, is
annexed herewith and forms part of this Report and enclosed as
Annexure II.
43. MANAGEMENT DISCUSSION AND ANALYSIS AND CORPORATE GOVERNANCE REPORT
As per Regulation 34(3) read with schedule V of the SEBI Listing Regulations 2015,
Management Discussion Analysis, Corporate Governance Practices followed by your Company,
together with a certificate from S. Khurana & Associates, Company Secretaries
confirming compliance of conditions of Corporate Governance are an integral part of this
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.
44. PREVENTION OF SEXUAL HARASSMENT AT WORKPLACE
Your Company is committed to provide a work environment which ensures that every woman
employee is treated with dignity, respect and equality. There is zero-tolerance towards
sexual harassment and any act of sexual harassment invites serious disciplinary action.
The Company has established a policy against sexual harassment for its employees. The
policy allows every employee to freely report any such act and prompt action will be taken
thereon. The policy lays down severe punishment for any such act. Further, your Directors
state that during the year under review, there were no cases of sexual harassment reported
to the Company pursuant to the sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
45. DEPOSITORY SYSTEMS
Company's shares are compulsorily tradable in electronic form. As on March 31, 2019, 21,24,38,475
- Equity Shares stand with the NSDL Account and 35,49,17,62 Equity Shares stand
with the CDSL and 3,25,191 Equity Shares stands in physical form.
The Company had entered into agreements with both National securities Depository
Limited (NSDL) and Central Depository services (India) Limited (CDSL) whereby shareholders
holding Shares in physical mode are requested to avail of the dematerialization facility
with either of the depositories.
Your Company had appointed M/s Beetal Financial & Computer Services Private
Limited, a Category-I SEBI registered R&T Agent as its Registrar and Share Transfer
Agent.
46. DISCLOSURE REQUIREMENTS
Details of the Familiarization Programmed 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
Companies Act, 2013 and SEBI (Listing obligations and Disclosure Requirements)
Regulations, 2015. (URL: www.amtek.com/investors).
47. SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS:
The Corporate Insolvency Resolution Process' (CIRP) was initiated, on a petition
filed by Corporation Bank, against the Company, which was admitted vide an Order of the
National Company Law Tribunal (NCLT), Chandigarh dated July 24, 2017 under the provisions
of the Insolvency and Bankruptcy Code 2016("Code / IBC").
That pursuant thereto, on July 27, 2017, Hon'ble NCLT appointed Mr. Dinkar T.
Venkatasubramanian as Interim Resolution Professional (IRP) in terms of IBC, who was
subsequently confirmed as Resolution Professional (RP) by Committee of Creditors (CoC),
constituted under IBC. Mr. Dinkar T. Venkatasubramanian, in his capacity as RP, has taken
control and custody of the management and operations of the company with effect from
August 22, 2017.
As per the Code, the Resolution Professional RP has to receive, collate and admit all
the claims submitted by the creditors of the company. Such claims can be submitted to the
RP during the CIRP, till the approval of a resolution plan by the CoC.
The Resolution Plan' submitted by Liberty House Group Pte. Limited (LHG) was
voted upon (between April 4, 2018 and April 5, 2018) & duly approved by the CoC and
was further approved by NCLT vide Order dated July 25, 2018.
As per Resolution Plan approved by the NCLT, the Resolution Applicant and Resolution
Professional shall jointly supervise the implementation of the Resolution Plan until
closing date. The Resolution Professional shall act as Insolvency Professional (IP) and
will be a member on the Monitoring committee till such closing date.
However, LHG failed to implement the Resolution Plan. The CoC of the Company sought
directions from the Hon'ble NCLT for reinstatement of the CIRP by excluding the time
spent, in calculating the 270 days under IBC.
The Hon'ble NCLT vide Order dated February 13, 2019 reinstated the CIRP while observing
that LHG has failed to implement the Resolution Plan. The NCLT excluded a 45 days period
and an additional 10 days period to negotiate with Deccan Value Investors (DVI), the
Resolution Applicant whose offer was second highest, while calculating the period of 270
days permitted for completion of the insolvency resolution process.
The CoC filed an appeal with Hon'ble NCLAT to seek permission to restart the CIRP by
inviting fresh resolution plans from interested resolution applicants for an effective
resolution of the corporate debtor; and to grant adequate time (i.e. Minimum of 90 days)
to the CoC and the RP to attempt a fresh process and resolution rather than forcing a
resolution with Decaan Value Investors (DVI).
The Hon'ble NCLAT vide their order dated May 3, 2019 instructed the Resolution
Professional' to ensure that the company remains a going concern and the manufacturing and
production of the company do not suffer, payment of wages to the employees/workmen are
made on time and if any material is supplied during corporate resolution process, the
payment must be paid to the supplier/creditor. However, Hon'ble NCLAT vide their Order
dated August 16, 2019 issued a directive to NCLT to proceed under Section 33 of IBC Code,
i.e. to issue the liquidation order.
Pursuant to the Hon'ble NCLAT Order dated August 16, 2019, COC has filed an appeal with
the Hon'ble Supreme Court of India for staying the aforesaid NCLAT Order and to allow to
restart the CIRP process and seek fresh bids. The Hon'ble Supreme Court of India vide
their interim order dated September 24, 2019 allowed the Resolution Professional to seek
fresh bids within 21 days and within 2 weeks thereafter the CoC to consider the offers and
be placed before the Hon'ble Supreme Court of India on next date of hearing scheduled on
November 5, 2019.
Since the matter could not be heard on November 05, 2019, it was listed for hearing on
November 13, 2019. The Hon'ble Supreme Court of India has vide their order dated November
13, 2019 has directed the CoC to consider the offers received within the time limit and a
decision with respect to the offers be taken within 3 weeks from November 13, 2019 and be
placed before the Hon'ble Supreme Court on December 09, 2019.
Further the matter was listed on December 2, 2019 and the Hon'ble Supreme Court
recalled the order dated 13.11.2019 and directed that fresh offers be invited within 30
days from today after due advertisement in accordance with the procedure prescribed for
the purpose. The time fixed by this Court vide order dated 24.09.2019 is hence extended
The offer may be evaluated within three weeks by CoC thereafter and it may be placed
before this Court for consideration.
48. INDUSTRIAL RELATIONS
The Company maintained healthy, cordial and harmonious industrial relations at all
levels. The enthusiasm and unstinting efforts of Employees have enabled the Company to
remain at the leadership position in the industry. It has taken various steps to improve
productivity across organization.
49. GENERAL
The Board/ Resolution Professional state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:-
i) Issue of the equity shares with differential rights as to dividend, voting or
otherwise.
ii) Issue of shares (including sweat equity shares) to Directors or employees.
iii) Purchase of or subscription for shares in the Company by the employees of the
Company.
Further it is stated that there are subsidiary of the Company, so policy on material
subsidiary is available on the website of the company .i.e. www.amtek.com
50. DISCLOSURE WITH RESPECT TO DEMAT SUSPENSE ACCOUNT/UNCLAIMED SUSPENSE ACCOUNT;
No Demat suspense account /unclaimed suspense account reported by RTA, NSDL and CDSL to
the Company.
51. DISCLOSURE OF DETAILS OF ANY APPLICATION FILED FOR CORPORATE INSOLVENCY RESOLUTION
PROCESS, BY A FINANCIAL OR OPERATIONAL CREDITOR OR BY THE COMPANY ITSELF UNDER THE IBC
BEFORE THE NCLT;
The Company is in CIRP and accordingly power of the board has been dispensed due to the
appointment of Mr Dinkar T. Venkatasubramanian resolution Professional pursuant to NCLT
vide order dated July 27, 2017.
52. RESOLUTION PROFESSIONAL / DIRECTORS' RESPONSIBILTY STATEMENT
Pursuant to the provisions of Section 134(5) of the Companies Act, 2013 the Resolution
Professional "RP" /board hereby confirm that:
i. In the preparation of Annual Accounts, the applicable Accounting Standards have
been followed and there has been no material departure.
ii. They have selected accounting policies were applied consistently and the RP
made judgments and estimates that are reason able and prudent so as to give a true and
fair view of the state of affairs of the Company as at 31st March, 2019 and of the
profits/losses for the year 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.
53. ACKNOWLEDGEMENTS
The Directors /Resolution Professional wish to place on record their appreciation for
the sincere services rendered by employees of the Company at all levels. Your Directors/
Resolution Professional also wish to place on record their appreciation for the 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/Resolution Professional also commends the
continuing commitment and dedication of the employees at all levels, which has been
critical for the Company's success. The Directors/ Resolution Professional looks forward
to their continued support in future.
|
By Order/Consent of the Resolution Professional |
|
For AMTEK AUTO LIMITED |
|
(Arvind Dham) |
Date : 04.12.2019 |
DIN No. 00047217 |
Place : New Delhi |
Chairman |
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