CASTEX TECHNOLOGIES Directors Report

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)

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