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NINtec Systems Ltd.

BSE: 539843 Sector: IT
NSE: N.A. ISIN Code: INE395U01014
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OPEN 23.75
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VOLUME 5000
52-Week high 29.00
52-Week low 16.10
P/E 37.11
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 26.55
Sell Qty 10000.00
OPEN 23.75
CLOSE 26.35
VOLUME 5000
52-Week high 29.00
52-Week low 16.10
P/E 37.11
Mkt Cap.(Rs cr) 16
Buy Price 0.00
Buy Qty 0.00
Sell Price 26.55
Sell Qty 10000.00

NINtec Systems Ltd. (NINTECSYSTEMS) - Director Report

Company director report

Dear Members

NINtec Systems Limited

Ahmedabad

Your Directors have pleasure in presenting the First Annual Report together with theAudited Financial Statements of the Company for the year ended on 31st March2016.

1. FINANCIAL HIGHLIGHTS AND PERFORMANCE REVIEW:

Particulars Results for the Financial Year 2016 (Rs.) Results for the Financial Year 2015(Rs.)
Revenue from Operations 11916354 -
Profit before Interest Depreciation /Amortisation and Taxes 1975766 -
Finance Cost 2355 -
Depreciation & Amortization 83327 -
PROFIT BEFORE TAX 1890084 -
(i) Provision for Taxation (Current) 518264

-

(ii) Provision for Taxation (Deferred) 65772 -
Total Tax 584036 -
PROFIT AFTER TAX 1306048 -
Minority Interest - -
Profit After Minority Interest - -
Surplus Brought Forward from Previous Year - -
Balance available for appropriations 1306048 -
Transferred to General Reserve - -
Interim / Final Dividend on Equity Shares - -
Tax on Dividend on Equity Shares - -
Balance Carried to Balance Sheet 1306048 -
Earnings per share (Basic) 1.21 -
Earnings per share (Diluted) 1.21 -

This is the first year of performance under review for the company since the companywas incorporated on August 04 2015. During the year under review the Revenue fromOperations of the Company is Rs. 11916354/-

During the year under review your company has earned a Profit Before Tax (PBT) of Rs.1890084/- and Profit After Tax (PAT) of Rs. 1306048/-. Your company has startedsoftware operations with bouquet of IT services and solutions to clients in automotiveprint media transportation logistics BFSI industry initially that has provided to itsclients not only the real business value but also a more seamless quick andcost-effective transition to newer business solutions and the company has plans toincrease its services/operations in coming years with more businessfriendly/value/solutions approach for other industries with specific software's for theindustry which will further add to growth and new milestones for the company in nearfuture.

2. DIVIDEND:

This being the first year of operations of the company your Directors have notrecommended to declare dividend and to retain the profits of the company for future growthand business augmentation.

3. SHARE CAPITAL AND LISTING OF SHARES ON BSE SME:

To meet the requirement of funds for the company the company has made Rights Issue of4950000 equity shares of Rs. 10/- each for cash at par to existing members for whichallotment was completed on February 11 2016. Further as a part of project fund raisingthe Company with approval of the shareholders obtained vide special resolution passed onJanuary 30 2016 came out with a maiden public issue of 1880000 Equity Shares of Rs.10/- each through Bombay Stock Exchange SME platform. The issue was opened on March 292016 and closed on April 06 2016. The issue was subscribed by 1.76 times and theallotment was made on April 18 2016. The Company's 6880000 equity shares are now listedand are available for trading on BSE SME platform since April 18 2016.

With a view to accommodate the Rights Issue and Initial Public Offer and allotment ofshares the Authorised Share Capital of your company has been increased from Rs.500000/- (Rupees Five Lacs only) divided into 50000 (Fifty Thousand) Equity Shares ofRs. 10/- each to Rs. 75000000/- (Rupees Seven Crores and fifty Lacs only) divided into7500000 (Seventy-Five Lacs) Equity Shares of Rs. 10/- each.

Further during the financial year under review the Company has neither bought back anyof its shares nor issued any Sweat Equity / bonus Shares or shares under ESOP.

4. FINANCE

Cash and Cash Equivalents as at March 312016 were Rs. 2941706/-. The companycontinues to focus on its working capital receivables and other parameters were keptunder check through continuous monitoring.

The Company during the year under review incurred Capital Expenditure of Rs.517577/-.

5. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS /TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE

There were no significant or material orders passed by any governing authority againstthe Company including regulators courts or tribunals which could impact the going concernstatus and Company's operations in future.

6. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIAL STATEMENTS

The Company has adequate system of internal control commensurate with its size andnature of its business to safeguard and protect from loss unauthorized use or dispositionof its assets. All the transactions are properly authorized recorded and reported to theManagement.

The company is in the process of appointment of the Internal Auditor of the Company forthe next Financial year 2016-2017 to monitor and evaluate the efficacy and adequacy ofInternal Control Systems in the company its compliance with operating systems accountingprocedures policies at all locations of the company. Significant audit observations andcorrective actions thereon will be presented to the Audit Committee of the Board.

The Company is following all the applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements. The Management ofthe Company checks and verifies the internal control and monitors them in accordance withpolicy adopted by the Company.

7. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY OF THECOMPANY

In today's challenging and competitive environment strategies for mitigating inherentrisks in accomplishing the growth plans of the Company are imperative. The common risksinter alia are: changing Regulatory framework Competition Market risk Business Riskwhich inter-alia further includes financial risk political risk fidelity risk legalrisk etc.

As the Company has long set market only regulatory ad tax frame work risk areconsidered as material risk for Company's business. As a matter of policy these risks areassessed and identified major risks which may threaten the existence of the Company andappropriate steps are taken by the management of the Company to mitigate the same.

8. PUBLIC DEPOSITS

Your company has not accepted invited and/or received any deposits from public withinthe meaning of Section 73 and 76 of the Companies Act 2013 and the Companies (Acceptanceof Deposit) Rules 2014 as amended from time to time during the year under review.

9. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS:

During the year under review Company has not provided any loans or guarantees coveredunder the provisions of Section 186 of the Companies Act 2013. The details of theInvestments made by the Company are given in the notes to the Financial Statements.

10. MATERIAL CHANGES TRANSACTIONS AND COMMITMENTS:

There have been no material changes and commitments affecting the financial position ofthe Company since the close of financial year i.e. since 31st March 2016.Further it is hereby confirmed that there has been no change in the nature of business ofthe Company.

11. SUBSIDIARY COMPANIES:

NINtec Systems Limited does not have any Subsidiary Company.

12. CORPORATE GOVERNANCE:

In line with the Company's commitment to good Corporate Governance Practices yourCompany has complied with all the mandatory provisions as prescribed in SEBI ListingRegulations and other applicable provisions.

13. LITIGATIONS:

No material litigation was outstanding as on March 312016.

14. POLICIES:

a) VIGIL MECHANISM/ WHISTLE BLOWER POLICY:

In compliance with Section 177 of the Companies Act 2013 and other applicableprovisions the Company has formulated a Vigil Mechanism / Whistle Blower Policy(Mechanism) for its Stakeholders Directors and Employees to report concerns aboutunethical behavior actual or suspected fraud or violation of the Company's Code ofConduct policy.

This Mechanism also provides for adequate safeguards against victimization of Director(s) / Employee (s) / Stakeholders who avail the mechanism and a quarterly report withtotal number of complaints received is placed before the Audited Committee.

The policy is available on the website of the Company www.nintecsystems.com.

b) PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT

The Company is committed to provide a protective environment at workplace for all itswomen employees. To ensure that every woman employee is treated with dignity and respectand as mandated under " The Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has in place a formal policy forprevention of sexual harassment of its women employees.

c) CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY INSIDERS:

In pursuance to the Securities and Exchange Board of India (Prohibition of InsiderTrading) Regulations 2015 and the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 ("SEBI Listing Regulations") the Company adopted the Code ofConduct to regulate monitor and report trading by the Employees insider and connectedperson(s) in order to protect the Investor's Interest. The details of the said Code ofConduct forms part of the Corporate Governance Report.

15. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR FORCED LABOUR INVOLUNTARY LABOUR

No cases of child labour forced labour involuntary labour and discriminatoryemployment were reported in the last financial year under review.

16. MANAGEMENT DISCUSSION AND ANALYSIS (MDA):

MDA covering details of Operations Future Outlook Human Resources Business Overviewetc. for the year under review is given as a separate statement as Annexure - D whichforms part of this Annual Report.

17. DIRECTORS AND KEY MANAGERIAL PERSONNEL:

a) BOARD OF DIRECTORS

The Board of Directors of the Company comprises of eight Directors as on 31stMarch 2016 led by Non - Independent Executive Chairman & Managing Director withthree Non-Executive Directors and four Independent Directors.

All Independent Directors have given declarations that they meet the criteria ofindependence as laid down under Section 149 (6) of the Companies Act 2013 Clause 49 ofthe Listing Agreement & Listing obligations and disclosure requirements (LODR).

Mr. Indrajeet Mitra (DIN: 00030788) Non-Executive Director of the Company who wasappointed as first director be and is hereby appointed as Non Executive Director.

The Board of Directors of the company in their meeting held on 15thFebruary 2016 have appointed Mr. Vipin Moharir and Mrs. Rachana Gemawat as AdditionalDirectors of the company who will hold office of Director upto the ensuing Annual GeneralMeeting of the company.

In the same Board meeting held on 15th February 2016 the Board ofDirectors have appointed Mr. Vishal Shah Mr. Bhushan Saluja Mr. Hursh Jani and Mr.Parminder Singh Chhabda as Additional (Independent) Directors of the company who will alsohold office of Director upto the ensuing Annual General Meeting of the company.

The Nomination and Remuneration Committee recommended the Board for appointment of theabove Directors for the approval of members of the Company at the ensuing 01stAnnual General Meeting.

The requisite resolutions for the appointment of Mr. Indrajeet Mitra Mr. VipinMoharir Mrs. Rachana Gemawat Mr. Vishal Shah Mr. Bhushan Saluja Mr. Hursh Jani and Mr.Parminder Singh Chhabda as Directors of the Company are being proposed in the Notice ofthe ensuing 01st Annual General Meeting for the approval of members.

Apart from above Mr. Niraj Gemawat was appointed as the Managing Director of thecompany w.e.f 01st February 2016 in the meeting of board of directors held onJanuary 9th 2016 and further approved by shareholders in Extra Ordinary GeneralMeeting held on January 30th 2016.

Further Mr. Bharat Thaker has been appointed as the Chief Financial Officer of thecompany on 09th January 2016 and Mr. Mukesh Jiwnani has been appointed as theCompany Secretary of the company on 11th February 2016 thereby satisfying therequirements of the provisions of sections 2(51) and 203 of the Companies Act 2013 readwith Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014pertaining to Key Managerial Personnel.

b) MEETINGS:

During the year under review Twelve Board Meetings were convened. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andClause 49 of the Listing Agreement as amended from time to time.

c) COMMITTEES OF THE BOARD OF DIRECTORS:

In compliance with the requirement of applicable laws and as part of the bestgovernance practice the Company has following Committees of the Board as on 31stMarch 2016:

i. Audit Committee:

The composition and terms of reference of the Audit Committee is in compliance withSection 177 of the Companies Act 2013 and with Clause 52 of the Listing Agreement.

Composition-

As on March 312016 the Audit Committee comprises of-

Sn. Name of the Director Status Category
1. Mr. Vishal Shah Chairman Non-Executive & Independent Director
2. Mr. Bhushan Saluja Member Non-Executive & Independent Director
3. Mr. Indrajeet Mitra Member Non-Executive & Non - Independent Director

Mr. Mukesh Jiwnani Company Secretary acts as the Secretary of the Committee.

Role of Audit Committee-

The Audit Committee shall mandatorily review the following information:

(1) Management discussion and analysis of financial condition and results ofoperations;

(2) Statement of significant related party transactions (as defined by the auditcommittee) submitted by management;

(3) Management letters / letters of internal control weaknesses issued by the statutoryauditors;

(4) Internal audit reports relating to internal control weaknesses; and

(5) The appointment removal and terms of remuneration of the chief internal auditorshall be subject to review by the audit committee.

(6) Statement of deviations:

(a) quarterly statement of deviation(s) including report of monitoring agency ifapplicable submitted to stock exchange(s) in terms of Regulation 32(1).

(b) annual statement of funds utilized for purposes other than those stated in theoffer document/prospectus/notice in terms of Regulation 32(7)

Meetings and Attendance-

As the Audit Committee was constituted on February 15 2016 so no meetings of theCommittee took place during the Financial Year 2015-2016.

ii. Nomination & Remuneration Committee:

Composition-

As on March 312016 the Nomination & Remuneration Committee comprises of-

Sn. Name of the Director Status Nature of Directorship
1. Mr. Vishal Shah Chairman Non-Executive & Independent Director
2. Mr. Bhushan Saluja Member Non-Executive & Independent Director
3. Mrs. Rachana Gemawat Member Non-Executive Director & Non - Independent Director

Mr. Mukesh Jiwnani Company Secretary acts as the Secretary of the Committee.

The terms of reference of the Nomination and Remuneration Committee cover thematters specified in SEBI

Listing Regulations and Section 178 of the Companies Act 2013 are as under:

(1) formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the board of directors a policy relating tothe remuneration of the directors key managerial personnel and other employees;

(2) formulation of criteria for evaluation of performance of independent directors andthe Board of Directors;

(3) devising a policy on diversity of board of directors;

(4) identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal.

(5) whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.

Meetings and Attendance-

As the Nomination & Remuneration Committee was constituted on February 15 2016 sono meetings of the

Committee took place during the Financial Year 2015-2016.

iii. Stakeholders' Relationship Committee:

Composition-

As on March 312016 the Stakeholders' Relationship Committee comprises of-

Sn. Name of the Director Status Nature of Directorship
1. Mr. Indrajeet Mitra Chairman Non-Executive Director
2. Mrs. Rachana Gemawat Member Non-Executive Director
3. Mr. Vishal Shah Member Non-Executive & Independent Director

Mr. Mukesh Jiwnani Company Secretary acts as the Secretary of the Committee.

Role of Stakeholders' Committee-

The Committee will address all grievances of Shareholders/Investors and its terms ofreference include the following:

• Redressing of shareholders and investor complaints such as non-receipt ofdeclared dividend annual report transfer of Equity Shares and issue ofduplicate/split/consolidated share certificates;

• Monitoring transfers transmissions dematerialization re-materializationsplitting and consolidation of Equity Shares and other securities issued by our Companyincluding review of cases for refusal of transfer/ transmission of shares and debentures;

• Reference to statutory and regulatory authorities regarding investor grievances;

• To otherwise ensure proper and timely attendance and redressal of investorqueries and grievances;

• To do all such acts things or deeds as may be necessary or incidental to theexercise of the above powers.

Meetings and Attendance-

As the Stakeholders' Relationship Committee was constituted on February 15 2016 so nomeetings of the Committee took place during the Financial Year 2015-2016.

d) BOARD EVALUATION:

Pursuant to the provisions of the Companies Act 2013 and applicable regulationsprescribed by SEBI and Stock Exchange the Board has carried out an Annual Performanceevaluation of its own performance the Directors individually as well as the working ofits Committees (Audit Nomination & Remuneration Stakeholders' RelationshipCommittees).

e) DIRECTORS' RESPONSIBILITY STATEMENT:

To the best of their knowledge and belief and according to the information andexplanations obtained by them your Directors make the following statements in terms ofClause (c) of Sub-section (3) of Section 134 of the Companies Act 2013 which statesthat—

(a) in the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanation relating to material departures;

(b) the Directors have selected such accounting policies and applied them consistentlyand madejudgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit 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 this Act for safeguarding theassets 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 theCompany and that such Internal Financial Controls are adequate and were operatingeffectively; and

(f) the Directors have devised proper systems to ensure compliance with the provisionsof all applicable laws and that such systems were adequate and operating effectively.

18. STAUTORY AUDITORS:

M/s. Samir M. Shah & Associates Chartered Accountants the Company's StatutoryAuditors will hold office until the conclusion of the ensuing 1st AnnualGeneral Meeting and being eligible offer themselves for appointment for a period of 5years till the conclusion of the 6th Annual General Meeting subject toratification of appointment by the Members at every Annual General Meeting held after thisAnnual General Meeting. The Audit Committee and the Board of Directors recommend theirappointment as Statutory Auditors of your Company.

The Company has received a letter to the effect that their appointment if made wouldbe within the prescribed limit under Section 139 (1) of the Companies Act 2013 (the Act)and that they are not disqualified for appointment within the meaning of Section 141 ofthe said Act and Rules framed there under.

The Board has duly reviewed the Statutory Auditor's Report for the financial year ended31st March 2016. There were no qualifications / observations in the Report.

19. RELATED PARTY TRANSACTIONS:

The Company has no material significant transactions with its related parties which mayhave a potential conflict with the interest of the Company at large. Transactions betweenrelated parties were performed on arm's length price.

The policy on Related Party Transactions as approved by the Board is available on theCompany's website. None of the Directors has any pecuniary relationships or transactionsvis-a-vis the Company.

The details of transactions with the Company and related parties are given asinformation under Notes to Accounts and Form AOC - 2 as Annexure "B" which formsa part of this Report.

20. EXTRACT OF ANNUAL RETURN:

As provided under Section 92 (3) the extract of the Annual Return in form MGT-9 isannexed herewith as Annexure "C" which forms a part of this Report.

21. PARTICULARS OF EMPLOYEES:

The information required pursuant to Section 197 of Companies Act 2013 read with Rule5 of the Companies (Appointment & Remuneration of Managerial Personnel) Rules 2014 inrespect of employees of the Company are annexed as Annexure 'E'.

22. HUMAN RESOURCE:

The Company gives utmost importance to its Human Resources and believes that employeeinvolvement is crucial to sustaining growth. Our Human Resource policy thereforepromotes employee engagement at all levels. Organization structure design role profilesand goal setting exercise are periodically reviewed and strengthened to inculcate aperformance oriented culture in the organization and afford adequate growth opportunitieswithin the organization. Behavioural training programmes and motivational seminars areregularly organized to keep employees motivated and involved. As a result of all theseinitiatives we are able to sustain and strengthen employee's bond with the Company whichhas resulted in very low attrition rates for many years.

23. PREVENTION OF ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGEEARNINGS AND OUTGO:

The information regarding conservation of energy technology absorption and foreignexchange earnings and outgo stipulated under Section 134 (3)(m) of the Companies Act2013 read with Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith asAnnexure "A" which forms a part of this Report.

24. FRAUD REPORTING:

There were no cases of frauds reported by auditors under sub-section (12) of Section143 to the Board other than those which are reportable to the Central Government.

25. ACKNOWLEDGEMENT:

Your Directors would like to express their appreciation for the assistancecooperation and support received from the Company's Clients vendors bankers Registrarof Companies auditors suppliers Government bodies and shareholders. The managementwould like to express their appreciation for the contribution and dedication of itsemployees at all levels as we believe that employees form the pillars on which the successof the organization depends.

For and on behalf of the Board
Place: Ahmedabad (Niraj C. Gemawat)
Date: August 16 2016 Chairman & Managing Director
DIN: 00030749