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Newtime Infrastructure Ltd.

BSE: 531959 Sector: Infrastructure
NSE: N.A. ISIN Code: INE997D01021
BSE LIVE 15:28 | 20 Aug Stock Is Not Traded.
NSE 05:30 | 01 Jan Stock Is Not Traded.
OPEN 22.15
PREVIOUS CLOSE 23.30
VOLUME 1
52-Week high 22.15
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 427
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.15
Sell Qty 111312.00
OPEN 22.15
CLOSE 23.30
VOLUME 1
52-Week high 22.15
52-Week low 0.00
P/E
Mkt Cap.(Rs cr) 427
Buy Price 0.00
Buy Qty 0.00
Sell Price 22.15
Sell Qty 111312.00

Newtime Infrastructure Ltd. (NEWTIMEINFRA) - Director Report

Company director report

TO

THE MEMBERS

NEWTIME INFRASTRUCTURE LIMITED

Your Directors are pleased to present the 32nd Annual Report on the businessand operations of your Company along with the audited financial statements for the periodended March 31 2016.

STANDALONE FINANCIAL RESULTS

As the current financial year comprises a period of nine months from July 1 2015 toMarch 31 2016 there numbers pertaining to current financial year 2015-16 are notcomparable with numbers of previous financial year 2014-15. However the Company’sfinancial performance for the period ended 31st March 2016 and year ended 30th June 2015is summarized below:-

(In rupees)
Particulars Period ended March 31 2016 Year ended June 30 2015
(9 months) (12 months)
Revenue from Operations 1500000 2196000
Less : Total Expenses 1711934 2167630
Profit before Other Income Depreciation and Tax (211934) 28370
Other Income 222671 272357
Less : Depreciation
Profit Before Tax 10.737 300727
Less : Tax Expenses 2322 93201
Profit after Taxation 8415 207526
Add: Balance brought forward from previous year 10938839 10793935
Less: Adj in Fixed Assets (75002)
Add: Excess (short) provision provided in earlier year (48660) 12380
Surplus/(Deficit) carried to Balance Sheet 10898594 10938839

PERFORMANCE

During the period under review the Company earned revenue from operations amounting to15.00 lacs as compared to Rs. 21.96 lacs in the previous year. Profit after Tax stood at0.08 lacs as against Profit after Tax of Rs. 2.07 Lacs in the previous year.

DIVIDEND

The Board of Directors has not recommended any dividend for the period ended31.03.2016.

CONSOLIDATED FINANCIAL STATEMENT

In accordance with Section 129 of the Companies Act 2013 Consolidated FinancialStatements are attached and form part of the Annual Report and the same shall be laidbefore the ensuing Annual General Meeting along with the Financial Statements of theCompany.

STATE OF COMPANY’S AFFAIRS

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

FINANCIAL YEAR

Pursuant to section 2(41) of the Companies Act 2013 the Company adopted April- Marchas its financial year and accordingly the year under review comprised of Nine months onlyi.e from 1st July 2015 to 31st March 2016. From 2016-17 &onwards the financial year of the Company shall be for a period of 12 months i.e from 1stApril to 31st March.

CORPORATE GOVERNANCE

As stipulated under Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the report on Management Discussion and Analysis theReport on Corporate Governance and requisite Certificate from the Auditors of the Companyconfirming compliance with the conditions of Corporate Governance are provided in aseparate 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 theDirectors hereby confirm that:

a) in the preparation of the annual accounts for the year ended March 31 2016 theapplicable Accounting Standards have been followed and there are no material departuresfrom the same;

b) the Directors have selected such accounting policies and applied them consistentlyand made judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company as at March 31 2016 and of theprofit/loss of the Company for that period;

c) the Directors have taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the Company and for preventing and detecting fraud and otherirregularities;

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 theCompany and that such internal financial controls are adequate and are operatingeffectively; and

f) the Directors have devised proper systems to ensure compliance with the provisionsof 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 2013a statement containing salient features of the financial statements of the Company’ssubsidiaries and the report on their performance and financial position in Form AOC-1 isannexed to the financial statements and forms part of the Annual Report. (Annexure-I).

In accordance with third proviso to Section 136(1) of the Companies Act 2013 theAnnual Report of your Company containing therein its audited standalone and theconsolidated financial statements has been placed on the website of the Company.

DIRECTORS AND KEY MANAGERIAL PERSONNEL

Mr. Amman Kumar (DIN: 03456445) Director of the Company retires by rotation at theensuring Annual General Meeting and being eligible offers himself for re-appointment. TheBoard of Directors recommends his appointment.

A brief resume of the Director proposed to be appointed/re-appointed as required underRegulation 36(3)(a) of SEBI Listing Regulations 2015 and Companies Act 2013 forms part ofthe notice convening Annual General Meeting.

During the period the Board of Director of the Company appointed Ms. Prabhleen KaurSethi as Company Secretary of the Company

FAMILIARIZATION PROGRAMME

Details of the familiarization programme of the Independent Directors are available onthe 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 inaccordance with Section 149 (7) of the Companies Act 2013 they meet the criteria ofindependence as provided in Section 149(6) of the Companies Act 2013 read with ScheduleIV of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.

BOARD MEETINGS

The Board met 4 times during the year the details of which are provided in theCorporate Governance Report that forms part of this Annual Report. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andSEBI (LODR) Regulations 2015.

BOARD EVALUATION

The Board evaluated the effectiveness of its functioning and that of the committees andof individual Directors by seeking their inputs on various aspects of Board/Committeegovernance such as the Board composition and structure effectiveness of board processesactive participation and contribution of directors in the Board/Committee meetings and thefulfilment of Directors obligation and their fiduciary responsibilities.

Further the Independent Directors at their meeting reviewed the performance of theBoard Chairman of the Board and of Non Executive Directors. The meeting also reviewed theco-ordination between the Company management and the Board which is required for the Boardto 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 andcomplexity of its operations. To maintain its objectivity and independence the internalaudit function reports to the Chairman of the Audit Committee and all significant auditobservations and corrective actions are presented to the Committee.

STATUTORY AUDITORS AND AUDITORS REPORT

M/s A.C. Gupta & Associates Chartered Accountants (Firm Regd. No: 008079N) wereappointed Statutory Auditors of the Company to hold office up to the conclusion of 33rdAnnual General Meeting of the Company subject to the ratification of their appointment atevery Annual General Meeting. M/s A.C. Gupta & Associates Chartered Accountants haveconfirmed their eligibility and willingness to accept office if their appointment isratified at the ensuing Annual General Meeting. The proposal for the ratification of theirappointment is included in the notice for Annual General Meeting sent herewith.

The Company has received a consent letter from the statutory auditors for theirappointment and a certificate from them that their appointment if ratified shall be inaccordance with the conditions as prescribed under the Companies Act 2013 and that theyare not disqualified for appointment.

The Auditor’s Report does not contain any qualifications reservations or adverseremarks. The Report is attached hereto and is self-explanatory requiring no furtherelucidation

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 hasappointed M/s S. Khurana & Associates Company Secretaries to undertake theSecretarial Audit of the Company. The Report of the Secretarial Audit in Form MR-3 for theFinancial Year ended March 31 2016 is annexed as Annexure II to the Report. Thereare no qualifications reservations or adverse remarks made by Secretarial Auditor intheir report.

PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS

Disclosure on particulars relating to loans guarantees or investments under section186 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) ofCompanies (Accounts) Rules 2014 the particulars of contracts or arrangements withrelated parties referred to in Section 188(1) of the Companies Act 2013 in theprescribed Form AOC-2 are attached as Annexure III to this Report.

SUSPENSION IN TRADING OF SCURITIES

Presently trading in company’s shares is suspended on BSE Limited. As per BSE thetrading was suspended as the increse in share price was not supported by financial of theCompany. The Company is taking appropriate steps to restore the trading.

EXTRACT OF ANNUAL RETURN

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

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 withRule 8(3) of Companies (Accounts) Rules 2014 regarding conservation of energytechnology absorption and foreign exchange earnings and outgo are attached as AnnexureV to this Report.

COMMITTEES OF THE BOARD

The Company’s 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 ofthe 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 RemunerationCommittee of the Board has framed a policy for selection and appointment of Directors andsenior management personnel which inter alia includes the criteria for determiningqualifications positive attributes and independence of a Director(s)/Key ManagerialPersonnel and their remuneration. The nomination and remuneration policy is available onthe website of the Company (http://www.newtimeinfra.in/investors)

AUDIT COMMITTEE

The Audit Committee comprises Mr. Sanjay Tiku Independent Director as Chairman and Mr.Vinod Kumar Uppal and Mr. Amman Kumar as Members. The Board of Directors have accepted allthe recommendation of the Audit Committee.

VIGIL MECHANISM

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

The Company is committed to the highest possible standard of openness probity andaccountability. It contains safeguards to protect any person who uses the Vigil Mechanismby raising any concern in good faith. The Company protects the identity of the whistleblower if the whistle blower so desires however the whistle blower needs to attend anydisciplinary 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 Chairmanof the Audit Committee. The Company also provides a platform to its employees for havingdirect access to the Chairman of the Audit Committee in appropriate or exceptional cases.The Company Secretary is the Compliance Officer of the Vigil Mechanism Committee. Theconfidentiality of those reporting violations is maintained and they are not subjected toany discriminatory practice.

RISK MANAGEMENT

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

ANTI SEXUAL HARASSMENT POLICY

The Company has in place an Anti Sexual Harassment Policy in line with the requirementsof 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 receivedregarding sexual harassment. All women employees (permanent contractual temporarytrainees) are covered under this policy. During the year 2015-16 no complaints werereceived 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 areattached as Annexure – VI to this Report.

The particulars of employees as required in terms of the provisions of Section 197 readwith Rule 5 (2) & (3) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 is Nil.

PUBLIC DEPOSITS

During the year under review the Company has not accepted any deposits from publicmembers or employees under the Companies Act 2013 and as such no amount of principal orinterest on public deposits was 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 ortribunals impacting the going concern status and Company’s operations in future.

DEMATERIALISATION AND LISTING

The equity shares of the Company are admitted to the depository system of NationalSecurities Depository Limited (NSDL) and Central Depository Services (India) Limited(CDSL). As on March 31 2016 149698705 Equity Shares representing 87.88% of the EquityShare Capital of the Company are in dematerialized form. The Equity Shares of the Companyare compulsorily traded in dematerialized form as mandated by the Securities and ExchangeBoard of India (SEBI). The International Securities Identification Number (ISIN) allottedto 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 theReconciliation of Share Capital Audit was carried out on a quarterly basis by a CompanySecretary in whole-time practice. The purpose of the audit is to reconcile the totalnumber of shares held in National Securities Depository Limited (NSDL) Central DepositoryServices (India) Limited (CDSL) and in physical form with respect to admitted issued andpaid up capital of the Company. The aforesaid reports on Reconciliation of Share CapitalAudit were duly submitted to the BSE Limited where the equity shares of the Company arelisted.

INDUSTRIAL RELATIONS

During the year under review the relations between the Management and the workmen werehighly cordial. Human resources initiatives such as skill upgradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.

INVESTOR RELATIONS

Our Company always endeavours to promptly respond to members’ requests/grievances.Each and every issue raised by the members is taken up with utmost priority and everyeffort is made to resolve the same at the earliest. The Stakeholders RelationshipCommittee 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 theemployee of the Company. Your Directors also take this opportunity to offer their sincerethanks to the Financial Institutions Banks and other Government Agencies valuedcustomers investors and all the stakeholders for their continued support co-operationand assistance.

BY ORDER OF THE BOARD
FOR NEWTIME INFRASTRUCTURE LIMITED
Sd/-
Place : Gurgaon Haryana K.T. James
Dated : 10.08.2016 (Chairman)
DIN: 00143394