Newtime Infrastructure Ltd Directors Report.

To,

The Members of Newtime Infrastructure Limited

Your Directors are pleased to present the 35th Annual Report on the business and operations of your Company along with the audited financial statements for the period ended March 31, 2019.

FINANCIAL RESULTS

The Companys financial performance, for the year ended 31st March, 2019 and period ended 31 March, 2018 is summarized below:

(Rs. in Lakhs)
Particulars Standalone Consolidated
31st March, 2019 31st March, 2018 31st March, 2019 31st March, 2018
(Year Ended) (Period Ended) (Year Ended) (Period Ended)
Revenue from Operations 12.50 0 12.50 0
Other Income 164.26 2.15 164.43 2.28
Total Revenue 176.76 2.15 176.93 2.28
Total Expenses 483.48 320.49 780.62 475.59
Profit/(Loss) before Exceptional Items & Tax (254.97) (318.34) (603.69)) (473.31)
Exceptional Items (3.00) 0 (3.00) 0
Profit/(Loss) before Tax (257.97) (318.34) (554.94) (473.31)
Tax Expenses 0 0 0 0
Profit/(Loss) after Taxation (257.97) (318.34) (554.94) (473.31)
Other Comprehensive Income (1.04) 3.73 (1.04) 3.73
Total Comprehensive Income (259.01) (314.60) (555.98) (469.57)
Paid up Equity Share Capital (Face Value of Rs. 1/- each) 1703.46 1703.46 1703.46 1703.46
Earnings Per Share (0.15) (0.18) (0.32) (0.28)

FFINANCIAL PERFORMANCE

Standalone

During the period under review, based on Standalone financial statements, the Company has earned Rs. 12.50 Lakhs revenue from operations and the company has other income of Rs. 164.26 Lakhs and as compared to previous year the companys revenue was Nil. Whereas, the Company Loss after Tax stood at Rs. 257.97 Lakhs as against Loss after Tax of Rs. 318.34 Lakhs in the previous year.

Consolidated

During the period under review, based on consolidated financial statements, the Company has earned revenue of Rs. 12.50 Lakhs from operations and the company has other income of Rs. 164.43 Lakhs and as compared to previous year the companys revenue was Nil. Whereas, the Company Loss after Tax stood at Rs. 554.94 Lakhs as against Loss after Tax of Rs. 473.31 Lakhs in the previous year.

STATE OF COMPANYS AFFAIRS

The state of affairs of the Company is presented as part of the Management Discussion and Analysis Report forming part of the Annual Report.

DIVIDEND

In view of losses incurred during the period under review, the Board of Directors has not recommended any dividend on equity shares for the period ended March 31st, 2019.

CONSOLIDATED FINANCIAL STATEMENT

In pursuance of the provision of Section 129 (3) of Companies Act, 2013, a company has one or more subsidiaries or associate companies, it shall, in addition to standalone financial statements, prepare a consolidated financial statement of the company and of all the subsidiaries and associate companies in the same form and manner as that of its own and in accordance with applicable accounting standards, which shall also be laid before the annual general meeting of the company along with the laying of its financial statement. Your Company has subsidiaries companies and consolidation of the same is mandatory as per the Companies (Amendment) Act, 2017. The directors also present the audited consolidated financial statements incorporating the duly audited financial statements as prepared in compliance with the Companies Act, 2013, applicable Accounting Standards and SEBI Listing Regulations, 2015 as prescribed by SEBI is provided in the Annual Report.

CAPITAL STRUCTURE OF THE COMPANY

The Share Capital Structure of the Company is categorized into two classes:-

S.No Particulars Equity Shares Preference Shares
1. Authorised Share Capital 18,00,00,000 6,00,00,000*
2. Paid Up Share Capital 17,03,46,000 5,94,50,000*
3. Value per Share 1 10

Preference Share Capital: Authorized

(i) 20,00,000, Preference Shares of Rs. 10/- each.

(ii) 40,00,000, 10% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 10/- each

Preference Share Capital: Paid Up

(i) 20,00,000, Preference Shares of Rs. 10/- each.

(ii) 39,45,000, 10% Non Cumulative Non Convertible Redeemable Preference Shares of Rs. 10/- each During the period under review, there was no public issue, rights issue, bonus issue or preferential issue, etc. during the year. The Company has not issued shares with differential voting rights, sweat equity shares, nor has it granted any stock options.

TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND

As per Section 124(6) of the Companies Act, 2013 read with Investor Education and Protection Fund Authority (Accounting, Audit, Transfer and Refund) Rules, 2016 as amended from time to time, all the shares in respect to which dividend has remained unclaimed/unpaid for a period of seven Consecutive year or more are required to transfer in the name of IEPF, but the company is not required to transfer any amount to the IEPF established by the Central Government as the company has not declared any dividend for any financial year.

TRANSFER TO RESERVES

Your Company has not transfer any amount under the head Reserve in the Financial Statements for the Financial Year ended March 31, 2019. Whereas, the company has incurred losses during the period and has transfer the amount under the head Retained Earnings in Other Reserves to the Financial Statements for the Financial Year ended March 31, 2019 as prepared according to Indian Accounting Standards (Ind AS).

CORPORATE GOVERNANCE

As stipulated under Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the report on Management Discussion and Analysis, the Report on Corporate Governance and requisite Certificate from the Auditors of the Company confirming compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31, 2019, the applicable Accounting Standards have been followed and there are no material departures from the same;

b) the Directors have selected such accounting policies and applied them consistently and made judgements 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 March 31, 2019 and of the profit/loss of the Company for that period;

c) the Directors have taken 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;

d) the Directors have prepared the Annual Accounts on a going concern basis;

e) the Directors have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and are operating effectively; and

f) the Directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems are adequate and operating effectively.

SUBSIDIARIES

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 Companys subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed to the financial statements and forms part of this Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its audited standalone and the consolidated financial statements has been placed on the website of the Company.

MATERIAL CHANGES AFFECTING THE COMPANY

There have been no material changes and commitments affecting the financial position of the Company between the end of the financial year and date of this report. There has been no change in the nature of business of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

1. Appointment of Director on the Board of Directors of the Company

During the period under review, Mr. Pankaj Kumar Gupta (DIN: 06642031) was appointed as an Additional Independent Director of the Company w.e.f. 08th August, 2018 and further his change in degination took place as Non Executive Independent Director w.e.f. 28th September, 2018.

Mr. Mahesh Chand Agrawal (DIN:07554315) was appointed as an Additional Non Executive Director w.e.f 08th August, 2018 and further his change in designation took place as Non Executive Director w.e.f. 28th September, 2018.

Mr. Parvinder Kapoor (DIN: 03456053) was appointed as Additional Non Executive Independent w.e.f. 05th June, 2019.

The approval of Shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V there of, is sought for the appointment of Mr. Ashish Pandit as Whole-time 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 31st August, 2019.

2. Retire by Rotation on the Board of Directors of the Company

In accordance with the provisions of Section 152 the Companies Act, 2013 and the Article of Association of the Company read with Companies (Appointment and Qualification of Directors) Rules, 2014, Mr. Mahesh Chand Agrawal (DIN: 07554315) retires by rotation at the ensuing Annual General Meeting and being eligible, offers himself for re-appointment. The details as required under Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements), Regulations, 2015 regarding Mr. Mahesh Chand Agrawal are provided in the Notice of the 35th Annual General Meeting. The Board recommends his re-appointment.

3. Resignation of Directors

During the period under review, Mr. Amman Kumar (DIN: 03456445) and Mr. Ashish Pandit (DIN: 00139001) resigned from the post of directorship w.e.f. 10th August, 2018 u/s 164(2) and further Mr. Pankaj Kumar Gupta resigned from the post of directorship w.e.f. 05th June, 2019. The Board appreciates their efforts and contribution towards the growth of the Company during the tenure of their appointment.

A brief resume of the Director 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 forms part of the notice forming part of Annual Report. Further, name of the Companies in which they hold the memberships/ chairmanships of Board Committees, as stipulated under SEBI Listing Regulations I provided in the Corporate Governance Section of this Annual report.

FAMILIARIZATION PROGRAMME

As per requirement under the provisions of Section 178 of the Companies Act, 2013 read with Companies (Meeting of the Board and its powers) Rules, 2014 and SEBI (Listing Obligations and Disclosure Requirements), Requirements, 2015, your Company had adopted a familiarisation programme for independent directors to familiarise them with the Company, their role, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model, management structure, industry overview, internal control system and processes, risk management framework, functioning of various divisions, HR Management, CSR activities etc.

Your company aims to provide its independence Directors, insight into the Company enabling them to contribute effectively. The Company arranges site visit for the Directors, giving them insight of various projects and Directors are also informed of various developments relating to the industry on regular basis and are provided with specific regulatory updates from time to time.

Further, The Details of the familiarization programme of the Independent Directors are available on the website of the Company (URL: http://www.newtimeinfra.in/investor.html

INDEPENDENT DIRECTORS DECLARATION

The Company has received the necessary declaration from each Independent Director in accordance with Section 149 (7) of the Companies Act, 2013, they meet the criteria of independence as provided in Section 149(6) of the Companies Act, 2013 and Regulations 16 & 25 read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015.

BOARD MEETINGS

The Board met 6 (Six) times during the year, the details of which are provided in the Corporate Governance Report that forms part of this Annual Report. The intervening gap between the meetings was within the period prescribed under the Companies Act, 2013 and SEBI (LODR) Regulations, 2015.

BOARD EVALUATION

As per SEBI (Listing Obligations and Disclosure Requirements) Regulations,2015, the Board evaluated the effectiveness of its functioning and that of the committees and of individual Directors by seeking their inputs on various aspects of Board/Committee governance such as the Board composition and structure, effectiveness of board processes, active participation and contribution of directors in the Board/Committee meetings and the fulfillment of Directors obligation and their fiduciary responsibilities.

Further, the Independent Directors at their meeting, reviewed the performance of the Board, Chairman of the Board and of Non Executive Directors. The meeting also reviewed the co-ordination between the Company management and the Board which is required for the Board to effectively and reasonably perform their duties.

INTERNAL FINANCIAL CONTROL SYSTEMS AND THEIR ADEQUACY

The Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the internal audit function reports to the Chairman of the Audit Committee and all significant audit observations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

Pursuant to the provisions of Section 139(8)(i) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Gurvir Makkar & Co., Chartered Accountants, (Firm Registration No. 014293N ) was appointed as Statutory Auditor of the Company for the Financial year 2017-18 by the resolution passed through postal ballot on June 18, 2018 to fill the casual vacancy caused due to resignation of M/s A.C. Gupta & Associates, Chartered Accountants.

The Board recommends the members to re-appoint M/s. Gurvir Makkar & Co., Chartered Accountants for a period of consecutive five year till the conclusion of 39th Annual General Meeting and for fixing their remuneration. M/s. Gurvir Makkar & Co., Chartered Accountants have furnished a certificate of their eligibility under Section 139 and 141 of the Companies Act, 2013 and the Rules framed thereunder for the appointment as Auditors of the Company. Also as required under Regulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the auditors have confirmed that they hold a valid certificate issued by the Peer Review Board of the Institute of Chartered Accountants of India.

However, for the Financial Year ended March 31, 2019, the auditors M/s. Gurvir Makkar & Co., Chartered Accountants, had not reported any matter under section 143(12) of the Companies Act, 2013, therefore no detail is required to be disclosed under Section 134(3) of the Act. Further, the Auditors Report for Financial Year ended March 31, 2019 does not have any qualifications and adverse remarks and the notes on Financial Statements referred to in the Auditors Report are self-explanatory and, therefore, do not call for further clarification.

DETAIL OF FRAUD AS PER AUDITORS REPORT

There is no fraud in the Company during the financial statements ended 31st March,2019, this is also being supported by the report of the auditors of the Company as no fraud has been reported in their audit report for the financial statements ended 31st March, 2019.

SECRETARIAL AUDIT

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s K. Rahul & Associates, Company Secretaries to undertake the Secretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for the Financial Year 2018-19 is annexed as Annexure I to the Report. There are no qualifications, reservations or adverse remarks made by Secretarial Auditor in their report.

SECRETARIAL COMPLIANCE REPORT

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements), 2015, M/ s K. Rahul & Associates, Company Secretaries in practise has undertaken the Secretarial Compliance of the Company for the financial year 2018-19. The Report of the Secretarial Compliance Report in prescribed format for the period ended March 31, 2019 is annexed as Annexure II to the Report.

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans, guarantees or investments under section 186 of the Companies Act, 2013 are provided as part of the financial statements.

TRANSACTIONS WITH RELATED PARTIES

In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 are attached as Annexure III to this Report.

EXTRACT OF ANNUAL RETURN

In terms of Section 134(3)(a) of the Companies Act, 2013 read with Rule 12(1) of Companies (Management & Administration) Rules, 2014, the extract of Annual Return of the Company in Form MGT-9 is attached as Annexure IV to this Report.

Whereas, in pursuant to the Company (Amendment) Act, 2017, the act has made substitution under Section 134(3) (a) of the Companies Act, 2013 to place the extract of Annual Return on the website of the Company.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure V to this Report.

COMMITTEES OF THE BOARD

The Companys Board has the following Committees:

1. Audit Committee

2. Nomination and Remuneration Committee

3. Stakeholders Relationship Committee

The details of the membership and attendance at the meetings of the above Committees of the board are provided in the Corporate Governance section of the annual report.

POLICY ON APPOINTMENT AND REMUNERATION

Pursuant to Section 178(3) of the Companies Act 2013, the Nomination and Remuneration Committee of the Board has framed a policy for selection and appointment of Directors and senior management personnel, which inter alia includes the criteria for determining qualifications, positive attributes and independence of a Director(s)/Key Managerial Personnel and their remuneration. The nomination and remuneration policy is available on the website of the Company (http://www.newtimeinfra.in/investors).

AUDIT COMMITTEE

The composition of Audit Committee of the company as on 31.03.2019 is as follows:

Name of the Member Category Status
Mr. Sanjay Tiku Independent Director Chairman
Mr. Pankaj Kumar Gupta Independent Director Member
Mr. Mahesh Chand Agrawal Non Executive Director Member

The Committee was re-constituted by the Board in its meeting held on 12th July, 2019.. The Composition of Audit Committee as on date is as follows:

Name of the Member Category Status
Mr. Sanjay Tiku Independent Director Chairman
Mr. Parvinder Kapoor Independent Director Member
Mr. Mahesh Chand Agrawal Non Executive Director Member

VIGIL MECHANISM

The Company has in place a vigil mechanism in the form of Whistle Blower Policy. It aims at providing avenues for employees to raise complaints and to receive feedback on any action taken and seeks to reassure the employees that they will be protected against victimization and for any whistle blowing conducted by them in good faith. The policy is intended to encourage and enable the employees of the Company to raise serious concerns within the organization rather than overlooking a problem or handling it externally.

The Company is committed to the highest possible standard of openness, probity and accountability. It contains safeguards to protect any person who uses the Vigil Mechanism by raising any concern in good faith. The Company protects the identity of the whistle blower if the whistle blower so desires, however the whistle blower needs to attend any disciplinary hearing or proceedings as may be required for investigation of the complaint. The mechanism provides for a detailed complaint and investigation process.

If circumstances so require, the employee can make a complaint directly to the Chairman of the Audit Committee. The Company also provides a platform to its employees for having direct access to the Chairman of the Audit Committee in appropriate or exceptional cases. The confidentiality of those reporting violations is maintained and they are not subjected to any discriminatory practice.

RISK MANAGEMENT

The Company has developed and implemented a Risk Management Policy. The details of elements of risk and mitigation measures are provided in the Management Discussion and Analysis section of the Annual Report.

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at the Workplace (Prevention, Prohibition and Redressal) Act, 2013. An Internal Complaints Committee has been set up to redress complaints received regarding sexual harassment. All women employees (permanent, contractual, temporary, trainees) are covered under this policy. During the year 2018-19, no complaints were received by the committee.

PARTICULARS OF EMPLOYEES

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 – V 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 is Nil.

PUBLIC DEPOSITS

During the year under review, the Company has not accepted any deposits from public, members or employees under the Companies Act, 2013 and as such, no amount of principal or interest on public deposits were outstanding as on the date of balance sheet.

SIGNIFICANT AND MATERIAL ORDERS

No significant and material orders have been passed by any regulators or courts or tribunals impacting the going concern status and Companys operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on March 31, 2019, 149,698,705 Equity Shares representing 87.88% of the Equity Share Capital of the Company are in dematerialized form. The Equity Shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI). The International Securities Identification Number (ISIN) allotted to the Company with respect to its Equity Shares is INE997D01021.

The Equity Shares of the Company are listed and traded on BSE Limited.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share Capital Audit was carried out on a quarterly basis by M/s S. Khurana & Associates Company Secretary in whole-time practice. 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. The aforesaid reports on Reconciliation of Share Capital Audit were duly submitted to the BSE Limited where the equity shares of the Company are listed.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial. Human resources initiatives such as skill up gradation, training, appropriate reward & recognition systems and productivity improvement were the key focus areas for development of the employees of the Company.

INVESTOR RELATIONS

Our Company always endeavors to promptly respond to members requests/grievances. Each and every issue raised by the members is taken up with utmost priority and every effort is made to resolve the same at the earliest. The Stakeholders Relationship Committee of the Board periodically reviews the status of the redressal of investors grievances.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the employee of the Company. Your Directors also take this opportunity to offer their sincere thanks to the Financial Institutions, Banks and other Government Agencies, valued customers, investors and all the stakeholders for their continued support, co-operation and assistance.

By order of the board
For Newtime Infrastructure Limited
Place : Dharuhera Sanjay Tiku
Dated : 31.08.2019 Chairman
DIN: 00300566