Nu Tek India Ltd Directors Report.
Your Directors have pleasure in presenting the 24th Boards Report of the Company, together with Standalone & Consolidated Financial Statements for the Financial Year ended 31st March, 2017.
|FINANCIAL RESULTS||Rs. (in Lakhs)|
|Income from Operation||4357||3,881||3,923||3,067|
|Profit/Loss before Tax and Depreciation||31||(487)||92||(109)|
|Profit/Loss before Tax||(323)||(1,237)||28||(179)|
|Less: Tax Expense||(235)||(5)||158||(9)|
|Profit after Tax||(87)||(1,233)||186||(170)|
|Earnings Per Share|
STATE OF AFFAIRS
Financial Year 2016-17 was a favorable year for the company, wherein the income from operations increased by around 27.94% to reach
Rs. 3,923Lakhs as compared to Rs. 3,067 Lakhs during the last financial year. Other income for the year also decreased by Rs. 67 Lakhs, compared to Rs. 599 Lakhs in the previous year. Operational expenses for the year were Rs. 3,897 Lakhs as compared to Rs3,775Lakhs in previous year. Exceptional items were nil.
As a result, PBDT (Profit before Tax and Depreciation) was Rs. 28Lakhs as against Rs. (179) Lakhs for the previous year. Consequently, PAT (Profit after Tax) was reported at Rs. 186Lakhs as compared to Loss of Rs. (170) lakhs in last year.
TRANSFER TO RESERVES
The Company has carried balance of Rs. 186 Lakhs to the Reserve & Surplus Account of the Balance Sheet as on 31st March 2017.
The Board has decided not to recommend any dividend for the year ended 31st March, 2017.
The unclaimed dividendand shares for the year 2009 amounting to be Rs. 98,175 has been transferred to Investor Education and Protection Fund.
Details of the transfer is available on website of the company at www.nutek.in.
The total investment as on date in 100% subsidiaries Rs. 34,862 Lakhs and investment in equity shares & mutual funds are Rs. 1,372 Lakhs.
Your Company has not accepted any deposits from the public during the year under review.
The Company is certified by ISO 9001:2015 and OHSAS18001: 2007 and the Company has also got ISO 10002:2014 "Customer Satisfaction and Compliant Management SystemCertification". Our target for quality is to maintain and to improve the quality of products and service, in order to meet consistently customer requirements and internal needs and to the customers preferred partner. Our management is committed to the safety of the companys operations and in particular to the health and safety of employees, customers and the public in general.
SEBI REGULATION & LISTING FEES
The shares of the company are listed at Bombay Stock Exchange (BSE) and National Stock Exchange of India (NSE) and the GDRs are listed at Luxembourg Stock Exchange. The annual listing fees for the year under review have been paid to Bombay Stock Exchange Limited (BSE) and National Stock Exchange of India Limited (NSE).
As per the provisions of Section 129 (3) of the Companies Act, 2013 read with Rule 5 Companies (Accounts) Rules, 2014, a separate statement containing the salient features of the financial statements of the subsidiary Companies i.e. of Nu Tek HK Private Limited, Hong Kong, Nu Tek Europe SRO, Europe and Ketun Energy Private Limited is prepared in Form AOC-1 and same is enclosed to this Report as Annexure-I.
EXTRACT OF ANNUAL RETURN
As required under section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, an extract of annual return in Form MGT 9 is attached as a part of this Annual Report as Annexure-II.
The Board of Directors meets Eight (8) times during this financial year, the details of which are given on Corporate Governance Report that forms the part of this Annual Report. The intervening gap between any two meetings was within the prescribed time by the Companies Act, 2013.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section134 (5) of Companies Act, 2013 the Board of Directors of the company to the best of their knowledge and ability, confirms that: a) in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures; b) for the financial year ended 31st March, 2017, such accounting policies as mentioned in the notes to the financial statement have been applied consistently and made judgments and estimates that are reasonable and prudent have been made 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 of the company for the financial year ended
31st March, 2017; c) that proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities; d) the annual accounts are prepared on a going concern basis; e) that proper Internal Financial Controls were followed by the company and that such internal financial controls are adequate and were operating effectively; f) that proper system have been devised to ensure compliances with the provisions of all applicable laws and that such system were adequate and operating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of the Company under Section 149(7) of the Companies Act, 2013 that the Independent Directors of the Company meet with the criteria of their Independence laid down in Section 149(6).
POLICY ON DIRECTORS APPOINTMENT & REMUNERATION
The policy of the Company for Appointment & Remuneration of Directors, Key Managerial Personnel & Senior Employees including the criteria for determining qualifications, positive attributes and independence of a director and recommending to the Board relating to the remuneration for the directors, key managerial personnel and other employees as provided under Section 178(3) of the Companies Act, 2013, adopted by the Board is enclosed as Annexure-III to this Annual Report.
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS
The Company have duly complied with the provision of Section 186 of the Companies Act, 2013 and it has taken
RELATED PARTY TRANSACTIONS
All Related Party Transactions are negotiated on arms-length basis and in ordinary course of business. Therefore, the provisions of Section 188 (1) of the Companies Act, 2013 are not applicable. However, suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements. The Policy on Related Party Transactions Policy as approved by the board is uploaded on the companys website: www.nutek.in.
MATERIAL CHANGES AND COMMITMENTS
The Company had received Notices from BSE and NSE on 09th August, 2017 where in the company has been Suspected to be Shell
Company as per the List given by Ministry of Corporate Affairs and Trading in shares of the Company has been suspended thereafter. Further, in response to the notices of BSE and NSE the company has submitted all the information as required by NSE and BSE and the company made an Appeal before Securities Appellate Tribunal (SAT), the SAT disposed off the Appeal and refer the same to SEBI.
The Company further submit all the documents as required by SEBI and in response to the documentssubmitted SEBI passed an Interim Order dated 09th October, 2017 and resumed the Trading in Securities of the Company. The detail of such Interim Order is also available on the website of the company www.nutek.in under the head Investor Information.
The Company further submitting all the information as required by SEBI and taking all the Possible steps/initiative with respect to the Interim Order passed by SEBI and with respect to the information as required by SEBI from time to time.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGSPURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THE COMPANIES ACT, 2013 READ WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES, 2014.
(A) Conservation of energy-
(i) Steps taken or impact on conservation of energy: Not applicable since the company is not engaged in the manufacturing activities. Though the Company does not have energy intensive operations, it continues to adopt energy conservation measures. Adequate measures have been taken to conserve energy by using energy-efficient computers and equipment with the latest technologies, which would help in conservation of energy. As the cost of energy consumed by the Company forms a very small portion of the total costs, the financial impact of these measures is not material.
(ii) Steps taken by the company for utilizing alternate sources of energy including waste generated: N.A (iii) Capital investment on energy conservation equipment: N.A
(B) Technology absorption-
1. Efforts, in brief, made towards technology absorption: NIL
2. Benefits derived as a result of the above efforts, e.g., product improvement, cost reduction, product development, imports substitution, etc: NIL
3. In case of imported technology (imported during the last 3 years reckoned from the beginning of the financial year), following information may be furnished: (a) Details of technology imported: NIL
(b) Year of import: NIL
(c) Whether the technology been fully absorbed: NIL
(d) If not fully absorbed, areas where absorption has not taken place, and the reasons therefore: NIL 4. Expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo
There is Foreign exchange earnings of Rs.764 lakhs and the foreign exchange expenditure of Rs.497 Lakhs during the year.
RISK MANAGEMENT POLICY
Risk Management Policy is framed based on SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and under the provisions of the Companies Act, 2013 and rules made there under. The objective of Risk Management is to create and protect shareholder value by minimizing threats or losses, and identifying and maximizing opportunities.
The Board has to review the business plan at regular intervals and develop the Risk Management Strategy which shall encompass laying down guiding principles on proactive planning for identifying, analyzing and mitigating all the material risks, both external and internal viz. Environmental, Business, Operational, Financial and others. Communication of Risk Management Strategy to various levels of management for effective implementation is essential.Risk Identification is obligatory on all vertical and functional heads who with the inputs from their team members are required to report the material risks to the Chairman and Managing Director (CMD) along with their considered views and recommendations for risk mitigation.
CORPORATE SOCIAL RESPONSIBILITY POLICY
In pursuant to the provisions of section 135 and schedule VII of the Companies Act, 2013, CSR Committee of the Board of Directors was formed to recommend (a) the policy on Corporate Social Responsibility (CSR) and (b) implementation of the CSR Projects or Programs to be undertaken by the Company as per CSR Policy for consideration and approval by the Board of Directors. The Corporate Social Responsibility (CSR) Committee was constituted by our Directors vide their Board Meeting held on 30th May, 2014 as per Section 135 of the Companies Act and rules made there-under.
The CSR Committee consists of:
|1. Mr. Inder Sharma||- Chairman|
|2. Mrs. Sumati Sharma||- Member|
|3. Mr. Rajiv Kumar||- Member|
REASON FOR NOT SPENDING:
The Company falls under the purview of CSR as its net worth was exceeding Rs. 500 crore in the Financial Year 2012-13, but the Companys profits were not enough to carry out the CSR activities. Since the last three financial years, the Financial Results of the company has recorded continuous financial strain thereby making negative profits.
Due to this, the company has not carried any CSR activities but it will make all possible efforts to work hard and make it possible to contribute itself to social cause.
FORMAL ANNUAL EVALUATION OF BOARD
Evaluation of all Board members is done on an annual basis. The evaluation is done by the Board, Nomination and Remuneration Committee and Independent Directors with specific focus on the performance and effective functioning of the Board and Individual Directors.
|A) Criteria for evaluation of||i. The frequency of meetings;|
|Board of Directors as a whole|
|ii. The length of meetings;|
|iii. The administration of meeting;|
|iv. The number of committees and their roles;|
|v. The flow of information to board members and between board members;|
|vi. The quality and quantity of information; and|
|vii. The Disclosure of Information to the stakeholders.|
|B) Criteria for evaluation of the||i. Ability to contribute and monitor corporate governance practices;|
|ii. Ability to contribute by introducing best practices to address top management issues;|
|iii. Participation in long t erm strategic planning;|
|iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities;|
|v. Guiding strategy;|
|vi. Monitoring management performance and development;|
|vii. Statutory compliance & corporate governance;|
|viii. Attendance and contribution at Board /Committee meetings;|
|ix. Time spent by each of the member; and|
|x. Core competencies.|
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policy aims for conducting the affairs in a fair and transparent manner by adopting highest standards of professionalism, honesty, integrity and ethical behavior. All permanent employees of the Company are covered under the Whistle Blower Policy. A mechanism has been established for employees to report concerns about unethical behavior, actual or suspected fraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguards against the victimization of employees who avail of the mechanism and allows direct access to the Chairperson of the audit committee in exceptional cases.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALS
The Securities and Exchange Board of India had passed an Interim Order dated 09th October, 2017, the details of such order is available on www.nutek.in.
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
The Statement of particulars of Appointment and Remuneration of Managerial personnel as per Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 is enclosed as Annexure -IV to this Annual Report.
PARTICULARS OF EMPLOYEES
As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the company had no employee who:-
(i) if employed throughout the financial year, was in receipt of remuneration for that year which, in the aggregate, was not less than One crore and two Lakhs rupees; (ii) if employed for a part of the financial year, was in receipt of remuneration for any part of that year, at a rate which, in the aggregate, was not less than Eighty lakh and Fifty Thousand rupees per month;
(iii) if employed throughout the financial year or part thereof, was in receipt of remuneration in that year which, in the aggregate, or as the case may be, at a rate which, in the aggregate, is in excess of that drawn by the managing director or whole-time director or manager and holds by himself or along with his spouse and dependent children, not less than two percent of the equity shares of the company. The details of the Top 10 employees of the in terms of their Remuneration drawn are as follows:
|Name||Designation||Qualification||Age||Nature of employment, whether Contractual of Permanent||Remuneration received PM||Date of employment and experience||Last Employment||Percentage of equity shares|
|Inder Sharma||BE||51 Years||Permanent||400,000||6-Jul-93||AT & T||14542860|
|Ashish Bankar||CFO||BE||46 Years||Permanent||220,000||26-Dec-96||NA||90000|
|Deepak Kaul||Sr. Manager -||Dip. ECE||43 Years||Permanent||110,000||7-Nov-00||Goldtron Communica-||Nil|
|Salam Arshad Raza Abdul||DGM-Projects||Graduate & Dip.||40 Years||Permanent||100,000||29-Oct-00||Bhutta Printing & Allied||Nil|
|Kaushal Pratap Singh||Sr. Manager -||BE(ECE)||37 Years||Permanent||100,000||5-Mar-05||NA||Nil|
|Vinay Chandra Jha||Sr. Manager -||M Sc||48 Years||Permanent||84,000||21-Nov-02||TandonVikas& Associates||2994|
|Niraj Kumar Pandey||Sr. Manager||MBA||49 Years||Permanent||70,000||12-Jul-10||Aksh Broadband Ltd.||Nil|
|- HR||7 Years|
|Salman Qaisar Khan||Manager -||Dip. Electronics||46 Years||Permanent||60,000||13-Nov-06||Sityog, New Bombay||Nil|
|Projects||& Dip. Business||11 Years|
|Vishal Tiwari||Sr. Manager -||BE (EC)||32 Years||Permanent||60,000||1-Aug-08||Deccan Telecom||Nil|
|Shahzad Ahmad||Manager -||B. Tech (ECE)||32 Years||Permanent||55,000||1-Oct-09||Prithvi Information||Nil|
|Projects||8 Years||Solution Pvt. Ltd.|
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review, Ms. Nitika had resigned from the Post of Independent Director w.e.f. 03rd August, 2016. She was appointed as Independent Director of the company on 15th May, 2015 and to fulfill the vacancy created by the resignation of Ms. Nitika from the Post of Independent Director, Mr. Ayub Yaeguang Younes was appointed as Independent Director of the company w.e.f 23.12.2016. He was appointed as Director of the Company on 29.09.2014. In accordance with the provisions of Companies Act, 2013 and Article of Association of the Company Directors Mrs. Sumati Sharma, Director of the company retire by rotation and being eligible offers herself for re-appointment.
M/s Sumanjeet Agarwal & Co., Chartered Accountants (Firm Registration No. 11945N), were appointed as Statutory Auditors by the members of the company for Five Years in the AGM held on 30th September, 2015. Their appointment would be ratified at the ensuing Annual General
EXPLANATION TO AUDITORS QUALIFICATION
The Auditors has observed while reporting under CARO that the company is not regular in depositing some statutory dues during the FY
2016-17. Since the Company does not have adequate profits, there was some liquidity issues, due to which some statutory dues have not been paid. The Company has dischargedsubstantial amount of other taxes including TDS have been paid. The Directors are taking effective steps so that the rest of the liabilities are paid at the earliest.
Secretarial Audit Report as provided by M/s Sukesh & Co., Practicing Company Secretary is annexed to this Report as Annexure- V.
The Board of Directors of your company has appointed MRKS & Associates, Chartered Accountants, New Delhi as an Internal Auditor of the company pursuant to the provisions of Section 138 of the Companies Act, 2013 for the F.Y. 2016-17.
Your company believes Corporate Governance is at the core of stakeholders satisfaction. Adequate steps have taken to ensure compliance with the provisions of Corporate Governance as prescribed under SEBI (Listing Obligations and Disclosure
A separate report on Corporate Governance is enclosed as a part of this report as Annexure-VI.
The Annual Report of the company contains a Certificate from the Secretarial Auditors of the Company that they have examined the Corporate Governance requirements with reference to SEBI (LODR), 2015, copy of the Certificate in this regard is attached as Annexure-VII. The CEO/MD and CFO certification is required under Regulation 17 (8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015. The Certificate in this regard is attached as Annexure-VIII.
MANAGEMENTS DISCUSSION & ANALYSIS REPORT
The Managements Discussion & Analysis on the performance, industry trends and other material changes with respect to the Company and its subsidiaries, wherever applicable are attached herewith as Annexure-IX.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee was constituted by our directors vide their Board Meeting held on April 14, 2007 as per the requirements of Section 292A of the Companies Act, 1956 and is re-constituted as per the requirements under the Listing Agreement from time to time by our Directors at their Board meeting. The Audit Committee consists of: Mr. Rajiv Kumar Chairman (Independent Director) Mr. Amar Sarin Member (Independent Director) Mrs. Sumati Sharma Member (Non -Executive Director)
Two Third members of the audit committee are independent, whereas all three members are non-executive directors and are "financially literate". Rajiv Kumar is a qualified Chartered Accountant and can be considered as having accounting or related financial management expertise.
COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee was re-constituted by our Directors vide their Board Meeting held on 30th May, 2014. This Committee is responsible for the smooth functioning of the share transfer process as well as redressal of shareholder grievances. The Stakeholder Relationship Committee consists of:
1 Mrs. Sumati Sharma Chairman (Non -Executive Director)
2 Mr. Inder Sharma Member (Managing Director)
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Board was constituted on 30th May, 2014, as per the Companies
Act, 2013 and Listing Agreement thereby reconstituting Remuneration Committee as framed earlier.
The composition of Remuneration committee as on 31.03.2015 consists of:
|1.||Mr. Rajiv Kumar||Chairman (Independent Director)|
|2.||Mr. Amar Sarin||Member (Independent Director)|
|3.||Mrs. Sumati Sharma||Member (Non- Executive Director)|
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers, suppliers, bankers, business partners/associates, financial institutions and Central and State Governments for their consistent support and encouragement to the company. We also appreciate all employees of the company for their hard work and commitment. Their dedication and competence has ensured that the company continues to grow and achieve its objectives.
|BY THE ORDER OF THE BOARD|
|Place: Delhi||Inder Sharma|
|Date: 20.11.2017||Chairman & Managing Director|