nutech global ltd share price Directors report


The Board of Directors have pleasure in presenting the 39th Annual Report of your Company along with the Audited Financial Statements for the Financial year ended 31 st March, 2023.

FINANCIAL PERFORMANCE

Highlights of the Financial Performance and State of Companys Affairs for the financial year ended March 31,2023, are provided below:

Particulars For the Year ended 31st March, 2023 Forthe Year ended 31st March, 2022
Revenue from Operations 3484.42 2431.85
Profit before depreciation & Tax 49.90 41.01
Less: Depreciation 35.00 36.84
Profit before Tax 14.90 4.17
Current Tax 0 0
Deferred Tax Provision 4.09 -3.80
Profit after Tax 10.81 7.97
Other Comprehensive Income (OCI)
Profit after Tax (Net of OCI) 10.81 7.97
Profit brought forward from last year 132.19 124.21
Profit carried over to Balance Sheet 143.00 132.19

OPERATIONAL REVIEW

The Company has recorded sales of Rs.3484.42 lakh for the current year 2022-2023 as compared to Rs.2431 85Lakhin the previous year 2021-2022. The Net Profit for the year under review amounted to Rs.10.81lakhin the current year as compared to profit of Rs.7.97Lakhin the previous year.

SHARE CAPITAL

There was no change in the share capital of the Company during thefinancial year 2022-2023.

DIVIDEND

The Board of Directors does not recommend any dividend forthe year.

TRANSFER TO RESERVES

The Board of Directors does not recommend any Dividend for the year ended on March 31,2023

CHANGE IN NATURE OF BUSINESS

There is no change in nature of business of the company.

LISTING WITH STOCK EXCHANGE

The Equity Sharesof the Company are listed on BSE (Bombay Stock Exchange) Limited.

The Listing fee for the financial year 2023-2024 has been paid by the Company.

CORPORATE SOCIAL RESPONSIBILTY

The Provision of Section 135 of the Companies Act 2013are not applicable to the Company.

INFORMATION ABOUT SUBSIDIARY/ JV/ASSOCIATE COMPANY

The Company does not have any Subsidiary, Joint venture or Associate Company and the provisions regarding disclosure of names of companies which ceased to be thesubsidiary, joint venture orassociate companies are notapplicable.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

I. During the year under review, Mr. Anuj Nahar (DIN:09721622) has been appointed as non-executive & Independent Director of the Company for a period of five years from 30th August, 2022. In the opinion of the Board. He possesses requisite expertise, integrity and experience (including proficiency) for appointment as an Independent Director of the Company.

MrAnil Kumar Dasot(DIN:01325203) tendered his resignation as an Independent Director of the Company due to personal reasons. The Board has taken his resignation on record at the Board Meeting held on 14th November, 2022 and placed on record its appreciation for the valuable services rendered by Mr. Anil Kumar Dasot during his tenure as an Independent Director of the Company.

II. Retire by Rotation:

As per provisions of Section 152 (6) the Companies Act 2013, Shri. Shyam Sunder Mukhija (DIN: 01552629) Non-Executive Director of the Company retire by rotation at the ensuing Annual General Meeting and being eligible, offer himself for re-appointment.

III Key Managerial Personnel:

As on date ofthis report, thefollowing personsare the Key Managerial Person nel(s) of the Company:

a) Mr. Rajeev Mukhija, Managing Director

b) Ms. Shubhangi Janifer, Company Secretary and Compliance Officer

c) Mr. Mahendra Kumar Jain, Chief Financial Officer

d) Mr. Mayank Jagga, Chief Executive officer

IV Others:

The Company has received a declaration from the Independent Directors of the Company under section 149(7) of Companies Act,2013 confirming that they meet criteria of Independence as oer relevant provisions of Companies Act, 2013 and SEBI LODR. At the first meeting of Board held forfinancialyear 2023-2024, the Board of Directors of the Company has taken on record the said declarations and confirmation as submitted by the IndependentDirectors after undertaking due assessment of the veracity of the same.

KYC OF DIRECTORS

Your directors have confirmed that pursuant to the Rule 12AofThe Companies (Appointment and Qualification of Directors) Rules, 2014, they have individually filed DIR-3 KYC WEB (KYC of Directors) on the Ministry of Corporate Affairs within specified time period. A

certificate from a Company Secretary in practice that lone of the Directors on the Board of the Company have been debarred or disqualified from being appointed or continuing as directors of Companies by the Board/ Ministry of Corporate Affairs or any such statutory authority is provided in the Report.

AUDITORS

a) Statutorv Auditor

M/s RHDA &Associates (Firm Registration No014438C) CharatedAccountants.was appointed as StatutoryAuditors at 36th Annual General Meeting of the Company to hold office for a period of 5 years from the conclusion of 36thAnnual General Meeting till the conclusion of 41stAnnual General Meeting.

Accordingy, they have conduced Statuory Audit for the 2022-2023 and shall continue to be Statutory Auditors for the Financial year 2023-2024. They have confirmed their eligibly to continue as StatutoryAuditors of the Company for the Financial year 2023-2024 under Section 141 of the Companies Act, 2013 and rules framed there under.

The report of the Statutory Auditors along with notes to Schedules is enclosed to this Report. The observations made in the Auditors Report are self-explanatory and therefore do not call for any further comments. The Auditors have not reported any incident of fraud in the Company forthe year under reviewunder section 143(2)ofthe Companies Act 2013.

b) Secretarial Auditor

Pursuant to the provision of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel)Rules, 2014, the Board of Director had appointed M/s R K Jain & Associates, Practicing Company Secretaries as the Secretarial Auditors of the Company forthe financial year ending March 31,2023.

Accordingly, they have conducted Secretarial Audit forthe Financial year 2022-2023 and Report given by the Secretarial Auditors is annexed as AnnexureT to the Boards Report

The Secretarial Audit Report is self-explanatory and does not any comments. The Secretarial Audit Report does not contain any qualification, reservation, oradverse remark.

C)Cost Auditor

The requirement of Central Government and pursuant toSection 148 of Companies Act, 2013 read with the Companies (Cost Records and Audit) Rules, 2014 as amended from time to time, are not applicable on the company. Therefore, requirement of cost auditor is not applicable.

MANAGEMENT DISCUSSIONS & ANALYSIS

Your directors adhere to the requirements set out in Companies Act 2013 and the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, and have implemented all the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI (Listing Obligations and Disclosures Requirements) Regulation, 2015, the Report on Management Discussions & Analysis has been incorporated in the Annual Report and forms an integral part of the Directors Report.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the requirement undersection 134(5) of the CompaniesAcL 2013, your director state that

a.In the preparation of the annual financial statements for the year ended 31st March, 2023 the applicable accounting standards have been followed along with properexplanation relating to material departures.

b. The director had selected such accounting policies and applied them consistently and made judgment and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or bssof the Company forthat perbd;

c. They have taken proper and sufficient care for the mahtenance of adequate accounting records in accordance with the provisbns of the Companies Act 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

d. They have prepared the annual accounts that the annual financial statements have been prepared on a going concern basis;

e. They have laid down internal financial control to be followed by the company and that such internal financial controls were adequate and were operating effectively;

f They have devised proper system to ensure compliance with the provisbns of all applicable laws were in place and were adequate and operating effectively.

HUMAN RESOURCE DEVELOPMENT

Your Company consider its Human Resources as the key to achieve its objective. Keeping this in view, your Company take utmost care to attract and retain quality empbyees. The Company believes that, by effectively managing and developing human resources, it can achieve its visbn. A significant effort has been undertaken to develop leadership as well as technical/ functional capabilities in order to meet future talent requirement.

ENERGY CONSERVATION. TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Sectbn 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is annexed herewith as Annexure II.

OTHER DISCLOSURES UNDER COMPANIES ACT. 2013& SECRETARIAL STANDARD -1:

I) BOARD OF DIRECTORS

* Composition of the Board

The Board of Directors of the Company comprises of Five Directors and compositbn of Board of Directors of the Company is in conformity with the applicable provisbns of the Companies Act, 2013. The details of Board Composition as on 31st March, 2023 are appended below: -

Name of the Director Whether Promoter / Executive or Non-Executive / Independent
Shri Shyam Sunder Mukhija Non-Executive (Promoter Group)
Shri Rajeev Mukhija Executive (Promoter Group)
Smt.Radhika Mukhija Executive& Woman (Promoter Group)
Shri Anil Laddha Non-Executive & Independent
ShriAnuj Nahar Non-Executive & Independent

*Shri Anuj Nahar (DIN:09721622) was appointed as an Independent Director w.e.f 30.08.2022

? Number of Board Meetings & General Meeting

During the year 2022-2023, the Board of Directors met Eight times on 23.04.2022, 21.05.2022, 30.05.2022, 08.08.2022, 30.08.2022, 14.11.2022,20.11.2022and 13.02.2023.

The 38th AGM was held on 30th September 2022.

Name of the Director Category of Directorship No. of Board Meeting attended Whether Attended last AGM No. of otherDirectorship held in other Public Companies
Shri. Shyam Sunder Mukhija Promoter (Non-executive Director) 8 YES Nil
Shri Rajeev Mukhija Promoter

Executive Director (M.D.)

7 YES Nil
Smt.Radhika Mukhija Women

Director

5 YES Nil
Shri Anil Ladha Independent Non-Executive Director 7 YES Nil
Shri Anil Kumar Dasot Independent Non-Executive Director 4 YES Nil
"Shri. Anuj Nahar Independent Non-Executive Director 3 Not applicable Nil

*Shri Anil Kumar Dasot (DIN:01325203) Resigned as an Independent Director w.e.f 14.11.2022.

"Shri Anuj Nahar (DIN:09721622) was Appointed as an Independent Director w.e.f 30.08.2022.

* Independent Directors Meeting

During the year under review, the Independent Directors viz Shri Anil Kumar Dasot Shri Anil Laddha and Shri. Anuj Nahar met on 30.05.2022,30.08.2022 and 14.11.2022.

Committees of The Board

The Company has the following Committees of the Board.

i) Audit Committee;

ii) Nomination &Remuneration Committee;

iii) Stakeholders Relatbnship Committee;

The Board determines the terms of reference of these Ccmmittees from time to time. Meetings of these Committees are convened by the respective Committee Chairman/Company Secretary. At each Board Meeting, minutes of these Committees are placed before the Directors for their perusal and noting.

II)AUDIT COMMITTEE

* Composition

The Audit Committee of the Company comprises of 3 members. 2 of whom are Non-Executive Independent Directors and one is NonExecutive (Promoter Group), Independent Director acts as Chairman of the Committee. The Committee members are professionals having requisite experience in the fields of Finance and Accounts, Banking and Management The Audit Committee met 4 times during the year. The Director and Chief Financial Officer and representatives of Internal and Statutory Auditors are invitees to Audit Committee meetings.

* Term of Reference

i) Oversight of the companys financial reporting process and the disclosure of its financial information to ensure that the financial statement is correct, sufficient and credible.

ii) Recommending to the Board the appointment, re-appointment and, if required, the replacement or removal ofthe statutory auditor and the fixation ofauditfees.

iii) Approval of payment of statutory auditors for any otherservices rendered by the statutory auditors.

iv) Reviewing, with the management the quarterly financial statements before submission to the board for approval.

v) Reviewing, with the management, performance of statutory and internal auditors, adequacy ofthe internal control systems.

vi) To review thefunctioning of the Whistle Blower mechanism, in case the same is existing. ___

vii) Carry ing out any otherfunction as is mentioned in the terms of reference of the Audit Committee.

viii) Management Discussion and Analysis of financial condition and results of operations.

ix) Statement of significant related party transactions (as defined by the Audit Committee), submitted by management.

x) Internal audit reports relating to internal control weaknesses; and

xi) The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subject to review by the Audit Committee.

• Meetings and Attendance

The Audit Committee is duly consttuted in accordance with SEBI(LODR) Regulations 2015 and Section 177 of the Companies Act,2013 read with Rule 6 of the Companies (Meeting of the Board and its Powers) Rules,2014 as amended time to time. It adheres to the terms of reference which is prepared incompliance with Section 177 of the CompaniesAct,2013, and SEBI (LODR) Regulations 2015. During the financial year2022-23, the committee met Four (4) times as on 30.05.2022,08.08.2022,14.11.2022,13.02.2023.

The Company Secretary acts as Secretary to the Audit Committee. The details of members attendance at theAudit committee meeting during the year are given below: -

Sr. No Name Position No. of audit Committee Meeting Meeting Attended
1. Shri Anil Laddha Chairman 4 4
2. *Shri Anil Kumar Dasot Member 4 1
3. Shri Shyam Sunder Mukhija Member 4 4
4. **Shri Anui Nahar Member 2 2

*Shri Anil Kumar Dasot (DIN:01325203) Resigned as Independent Director w.e.f 14.11.2022.

**Shri Anuj Nahar (DIN:09721622) was Appointed as Independent Director w.e.f 30.08.2022

Vigil Mechanism/Whistle Blower Policy

In pursuance of section 177 (9) of the Companies Act, 2013, the Company has established a Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuine concern. The whistle blower policy of the company is available on companys website (http://www.nut echglobal.com).

Ill) NOMINATION & REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is duly constituted in accordance with SEBI(LODR) Regulations 2015 and Section 178 of the Companies Act, 2013 read with Rule 6 of the Companies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time. It adheres to the terms of reference which is prepared incompliance with Section 177 of the Companies Act,2013, and SEBI (LODR) Regulations 2015.The Nomination & Remuneration Policy is posted on the Companys website at the web link as: (https ://www.n utechg lobal .com).

• Terms of Reference

i) Formulation of the criteria for determining qualifications, positive attributes and independence of a director and recommend to the Board a policy, relating to the remuneration of the Director, key managerial personnel andother employees;

ii) Formulation of criteria for evaluation of performance of the Independent Directors and the Board of directors and policy on Board Diversity;

iii) Identifying persons who are qualified to become directors and who may be appointed in senior management in accordance with the criteria laid down, and recommend to the board of director their appointment and removal;

iv) Whether to extend or continue the term of appointment of the independent director, on the basis of the report of performance evaluation of independent directors.

• Meetings and Attendance

The committee met 3 (Three) times during theyearason30.05.2022, 30.08.2022 and 14.11.2022

The Company Secretary acts as Secretary to the Nomination and Remuneration. The details of members attendance at the Nomination and Remuneration Committee meeting during the year are given below: -

Sr. No Name Position No. of audit Committee Meeting Meeting Attended
1. Shri Anil Laddha Chairman 3 3
2. *ShriAnil Kumar Dasot Member 3 2
3. Shri Shyam Sunder Mukhija Member 3 3
4. **Shri Anuj Nahar Member 3 1

Shri Anil Kumar Dasot (DIN:01325203) Resgned as Independent Director w e.f 14.11.2022.

"Shri Anuj Nahar (DIN:09721622) was Appointed as Independent Director w.e.f 30.08.2022

? Nomination, Remuneration & Evaluation Policy

in pursuant to provisions of section 178 of the Companies Act, 2013, the Board of Directors approved Nomination, Remuneration & Evaluation Policy for appointment remuneration & evaluation of the Directors, Key Management Personnel & Senior Management Personnel. More details pertaining to the same are given in "Nomination, Remuneration & Evaluation Policy".

*Performance Evaluations

The Board of Directors carried out annual performance evaluation of the Board, committee thereof and Directors as per the criteria aid down in the "Nomination, Remuneration & Evaluation Policy" and found their performance satisfactorily.

\v) STAKE HOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee is constituted incompliance with the requirements of Section 178 of the Companies Act 2013. During the financial year 2022-23, the Committee met two(2) time as on 30.05.2022 and 25.01.2023

• Composition

The Committee comprises of three directors, all of whom are non-executive and chairman of the committee is a non-executive director.

The Company Secretary acts as Secretary to the Stakeholders Relationship Committee. The details of members attendance at the Stakeholders Relationship committee meeting during the year are given below:

Sr. No Name Position No. of audit Committee Meeting Meeting

Attended

1. Shri Anil Laddha Chairman 2 2
2. *Shri Ani Kumar Dasot Member 1 1
3. Shri Shyam Sunder Mukhija Member 2 2
4. "Shri Anuj Nahar Member 1 1

"Shri Anil Kumar Dasot (DIN:01325203) Resigned as Independent Director we.f 14.11.2022.

"Shn Anuj Nahar (DIN 09721622) was Appointed as Independent Director w.e.f 30.08.2022

v) COMPLIANCES REGULATIONS 13(3) OF THE SEBI (LISTING OBLIGATION AND DISCLOSURE REQUIREMENTS) REGULATION, 2015

The details of complaints received and resolved during the vear 2022-2023 are as under

No. of complaints received from Shareholders/Stock Exchange/SEBI Nil
No. of complaints not resolve Nil

Ms. Shubhangi Janifer, Company Secretary of the Company is the Compliance Officer of the Company.

vh GENERAL BODY MEETING

Location and time where last three Annual Meetings were held:

Date of AGM Relevant Financial Year Venue/Location where AGM held Time of Meeting
30thSept, 2020 201 9-20 E-149, RIICO Industrial Area,Bhilwara-311001 Rajasthan 11.00 A.M.
30thSept, 2021 2020-21 E-149, RIICO Industrial Area, Bhilwara-311001 Rajasthan 11.00 A.M.
30thSept, 2022 2021-22 E-149, RIICO Industrial Area, Bhilwara-311001 Rajasthan 11.00 A.M

- No special resolution requiring postal ballot is being placed before the shareholders for approval at this meeting.

- No special resolution through postal ballot was passed during the year under review.

- Company proposed resolutions in 38th AGM held on 30th September 2022for the re appointment of Smt. Radhika Mukhija (DIN:00507397) who retires by rotation and being eligible, offers herself for re-appointment

RELATED PARTY TRANSACTIONS

All the related party transactions are entered on arms length basis and are in compliance with the applicable provisions of the Act. There are no materially significant related party transactions with Promoters, Directors or Key Management Personnel which may have potential conflict with the interest of the Company at large or which warrants the approval of the shareholders. Accordingly, no transactions are being reported in Form AOC-2 in terms of Section 134 of theAct read with Rule 8 ofthe Companies (Accounts) Rules, 2014. However, the details of the transactions with Related Parties are provided in the Companys financial statements in accordance with the Accounting Standards

LOANS GUARANTEES OR INVESTMENTS

During the year under review, the Company has not given any Loan, Guarantee or provided Security in connection with a loan nor has made any investment under the section 186 of the Companies Act 2013.

PUBLIC DEPOSITS

During the Financial year 2022-2023, your Company has not Accepted any deposits within the meaning of Section 73 and 74 of Companies Act, 2013 read with the Companies (Acceptance of Deposit) Rules, 2014.The Company has taken Unsecured loan of Rs.14662000ffom the Directors ofthe Company.

COMMENTS ON AUDITORS REPORTS

There is no adverse remark or comments in the Statutory Auditors Report and therefore no comments are required in the Directors Report.

PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION

Particulars of employees and analysis of remuneration as required under section 197 (12) ofthe Companies Act, 2013 read with Rule 5(1) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure - III.

Details of the top ten employees in terms of remuneration drawn and name of every employee of the Company as required pursuant to 5(2) ofthe Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are enclosed as Annexure—IV.

MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR

There have been no material changes and commitments, if any, affecting the financial position ofthe Company which have occurred between the end ofthe financial year of the Company to which the financial statements relate and the date ofthe report

SIGNIFICANTAND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTSORTRIBUNALIMPARTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE

During the year under review there has been no such significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and companys operations in future.

EXTRACT OF ANNUAL RETURN

As required under sub-section (3) of section 92 ofthe Companies Act, 2013 as amended, copy ofthe annual return will be placed on website ofthe Company www.nutechglobal.com after filing with MCA, web link-https 7Avww.nutechglobal.com/annualreports.

DETAILS OF FRAUD REPORT BY AUDITOR

As per auditors report, no fraud u/s 143(12) reported by the auditor.

NON-APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBULISTINGOBLIGATIONS AND DISCLOSURE REQUIREMENTS) REGULATION. 2015

Your company is falling under Regulation 15(2) of SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015; hence the provisions of Corporate Governance viz. Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 and Para C, D and E of Schedule V of SEBI (LODR), 2015 are not applicable to your Company.

MISCELLANEOUS DISCLOSURES

• Details about risk management have been given in the Management Discussion & Analysis.

• The company does not have any subsidiary, joint venture and associate company.

• The Company is having adequate Internal Financial Control with reference to the Financial Statements.

• During the year review, there were no cases filed pursuant to Sexual Harassment of Woman at workplace (Prevention, Prohibition and Redressal) Act 2013.

ACKNOWLEDGEMENTS

Your directors place on records their deep appreciation to employees at all levels for their hard work, dedication and commitment. We would like to thank all our clients, customers, vendors, dealers, bankers, investors, other business associates, Central and State Government for their continued support and encouragement during the year and their confidence towards the management

On behalf of the Board of Directors
Sd1-
(RAJEEV MUKHUA)
Managing Director
Place: Bhilwara DIN 00507367
Dated:27.05.2023 Sd1-
(SHYAM SUNDER MUKHUA)
Director
DIN 01552629