Your Directors have pleasure in presenting the 23rd Board's Report of the Companytogether with Standalone & Consolidated Financial Statements for the Financial Yearended 31st March 2016.
|Particulars || |
Consolidated Year Ended
Standalone Year Ended
| ||2016 ||2015 ||2016 ||2015 |
|Income from Operation ||3881 ||8164 ||3067 ||6605 |
|Other Income ||600 ||33 ||599 ||32 |
|Total Income ||4480 ||8196 ||3666 ||6636 |
|Operational Expenses ||4967 ||7870 ||3775 ||6503 |
|Exceptional Items ||- ||- ||- ||- |
|Total Expenses ||4967 ||7870 ||109 ||133 |
|Profit/Loss before Tax and Depreciation ||-487 ||326 ||-109 ||133 |
|Less: Depreciation ||750 ||717 ||70 ||69 |
|Profit/Loss before Tax ||-1237 ||-390 ||-179 ||64 |
|Less: Tax Expense ||-5 ||31 ||-9 ||26 |
|Profit after Tax ||-1233 ||-421 ||-170 ||38 |
|pBT Ratio ||- ||- ||-5.83 ||0.97 |
|pAT Ratio ||- ||- ||-5.55 ||0.58 |
|Earnings per Share || || || || |
|a. Basic ||-0.8 ||-0.27 ||-0.11 ||0.02 |
|b. Diluted ||-0.8 ||-0.27 ||-0.11 ||0.02 |
STATE OF AFFAIRS
Financial Year 2015-16 was a challenging year for the company wherein the income fromoperations decreased by around 53.56% to reach Rs. 3067 Lakhs as compared to Rs. 6605Lakhs during the last financial year. Other income for the year also increased by Rs. 567Lakhs compared to Rs. 32 Lakhs in the previous year. Operational expenses for the yearwere Rs. 3775 Lakhs as compared to Rs. 6503 Lakhs in previous year. Exceptional itemswere nil. As a result PBDT (Profit before Tax and Depreciation) was Rs. (179) Lakhs asagainst Rs. 64 Lakhs for the previous year. Consequently PAT (Profit after Tax) wasreported at Rs. (170) Lakhs as compared to Rs. 38 lakhs in last year. The main reason fordecrease in Income from Operation as compared to previous year because earlier the companywas executing capital intensive projects with lower margin but in current year focus wason projects having more profits even if it does not have volume.
TRANSFER TO RESERVES
The Company has carried balance of Rs. (170) Lakhs to the Reserve & Surplus Accountof the Balance Sheet as on 31st March 2016.
The Board has decided not to recommend any dividend for the year ended 31st March2016.
The outstanding balance in the unpaid dividend account for the year 2009 as on date isRs. 98175 has not been claimed and the balance is outstanding for more than 7years sothe board decided to transfer it to Investor Education and Protection Fund.
The total investment as on date in 100% subsidiaries Rs. 34862 Lakhs and investment inequity shares & mutual funds are Rs. 1388 Lakhs.
Your Company has not accepted any deposits from the public during the year underreview.
The Company is certified by ISO 9001:2008 and OHSAS18001: 2007 and the Company has alsogot environmental management system certification EMS: 14001:2004. Our target for qualityis to maintain and to improve the quality of products and service in order to meetconsistently customer requirements and internal needs and to the customers preferredpartner. Our management is committed to the safety of the company's operations and inparticular to the health and safety of employees customers and the public in general. TheCompany is also conscious about the environment impact out of the operations of thecompany and has got itself audited and certified under EMS as well.
SEBI REGULATION & LISTING FEES
The shares of the company are listed at Bombay Stock Exchange (BSE) and National StockExchange of India (NSE) and the GDRs are listed at Luxembourg Stock Exchange. The annuallisting 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 5Companies (Accounts) Rules 2014 a separate statement containing the salient features ofthe financial statements of the subsidiary Companies i.e. of Nu Tek HK Private LimitedHong Kong Nu Tek Europe SRO Europe and Ketun Energy Private Limited is prepared in FormAOC-1 and same is enclosed to this Report as Annexure-I.
EXTRACT OF ANNUAL RETURN
As required pursuant to section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9 is attached as a part of this Annual Report as Annexure-II.
The Board of Directors meets Nine (9) times during this financial year the details ofwhich 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 theCompanies Act 2013.
directors responsibility statement
Pursuant to the provisions of Section134 (5) of Companies Act 2013 the Board ofDirectors 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 hadbeen followed along with proper explanation relating to material departures;
b) for the financial year ended 31st March 2016 such accounting policies as mentionedin the notes to the financial statement have been applied consistently and made judgmentsand estimates that are reasonable and prudent have been made so as to give a true and fairview of the state of affairs of the company at the end of the financial year and of theprofit of the company for the financial year ended 31st March 2016;
c) that proper and sufficient care has been taken for the maintenance of adequateaccounting records in accordance with the provisions of the Act for safeguarding theassets 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 suchinternal financial controls are adequate and were operating effectively;
f) that proper system have been devised to ensure compliances with the provisions ofall 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 theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe 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 KeyManagerial Personnel & Senior Employees including the criteria for determiningqualifications positive attributes and independence of a director and recommending to theBoard relating to the remuneration for the directors key managerial personnel and otheremployees as provided under Section 178(3) of the Companies Act 2013 adopted by theBoard 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 Act2013 and it has taken
|SECURED LOANS: ||NIL |
|UNSECURED LOANS: ||NIL |
|CURRENT/NON-CURRENT INVESTMENTS: ||NIL |
|GUARANTEES: ||NIL |
|SECURITIES EXTENDED: ||NIL |
RELATED PARTY TRANSACTIONS
All Related Party Transactions are negotiated on arms-length basis and in ordinarycourse of business. Therefore the provisions of Section 188 (1) of the Companies Act2013 are not applicable. However suitable disclosure as required by the AccountingStandard (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 onthe company's website: www.nutek.in.
MATERIAL CHANGES AND COMMITMENTS IF ANY AFFECTING THE FINANCIAL POSITION OF THECOMPANY WHICH HAVE OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR OF THE COMPANY TO WHICHTHE FINANCIAL STATEMENT RELATES AND THE DATE OF REPORT
There are no material changes and commitments occurred between the end of the financialyear of the company i.e. 31st March 2016 and the date of this report affecting thefinancial position of the company.
particulars regarding conservation of energy technology absorption and foreignexchange
EARNINGS AND OUTGOINGSPURSUANT TO PROVISIONS OF SECTION 134(3)(M) OF THE COMPANIES ACT2013 READ WITH THE COMPANIES (ACCOUNTS) RULES 2014.
(A) Conservation of energy-
(i) Steps taken or impact on conservation of energy: Not applicable since the companyis not engaged in the manufacturing activities. Though the Company does not have energyintensive operations it continues to adopt energy conservation measures. Adequatemeasures have been taken to conserve energy by using energy-efficient computers andequipment with the latest technologies which would help in conservation of energy. As thecost of energy consumed by the Company forms a very small portion of the total costs thefinancial impact of these measures is not material.
(ii) Steps taken by the company for utilizing alternate sources of energy includingwaste 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 costreduction product development imports substitution etc: NIL
3. In case of imported technology (imported during the last 3 years reckoned from thebeginning 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 reasonstherefore: NIL
4. Expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and outgo
There is Foreign exchange earnings of Rs.77 lakhs and the foreign exchange expenditureof Rs.75 Lakhs during the year.
RISK MANAGEMENT POLICY
Risk Management Policy is framed based on SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and under the provisions of the Companies Act 2013 andrules made there under. The objective of Risk Management is to create and protectshareholder value by minimizing threats or losses and identifying and maximizingopportunities.
The Board has to review the business plan at regular intervals and develop the RiskManagement Strategy which shall encompass laying down guiding principles on proactiveplanning for identifying analyzing and mitigating all the material risks both externaland internal viz. Environmental Business Operational Financial and others.Communication of Risk Management Strategy to various levels of management for effectiveimplementation is essential.
Risk Identification is obligatory on all vertical and functional heads who with theinputs from their team members are required to report the material risks to the Chairmanand Managing Director (CMD) along with their considered views and recommendations for riskmitigation.
corporate social responsibility policy
In pursuant to the provisions of section 135 and schedule VII of the Companies Act2013 CSR Committee of the Board of Directors was formed to recommend (a) the policy onCorporate Social Responsibility (CSR) and (b) implementation of the CSR Projects orPrograms to be undertaken by the Company as per CSR Policy for consideration and approvalby the Board of Directors. The Corporate Social Responsibility (CSR) Committee wasconstituted by our Directors vide their Board Meeting held on 30th May 2014 as perSection 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 crorein the Financial Year 2012-13 but the Company's profits were not enough to carry out theCSR activities. Since the last three financial years the Financial Results of the companyhas recorded continuous financial strain thereby making negative profits.
Due to this the company has not carried any CSR activities but it will make allpossible 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 bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.
|A) Criteria for evaluation of Board of Directors as a whole ||i. The frequency of meetings; |
| ||ii. The length of meetings; |
| ||iii. The administration of meeting; |
| ||iv. The number of committees and their roles; |
| ||vi. The quality and quantity of information; and |
| ||vii The Disclosure of Information to the stakeholders. |
|B) Criteria for evaluation of the Individual Directors ||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 term 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 Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy.
A mechanism has been established for employees to report concerns about unethicalbehavior actual or suspected fraud or violation of Code of Conduct and Ethics. It alsoprovides for adequate safeguards against the victimization of employees who avail of themechanism and allows direct access to the Chairperson of the audit committee inexceptional cases.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
There are no significant and material orders passed by the Regulators or courts orTribunals which would impact the going concern status of the company.
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is 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 thatyear which in the aggregate was not less than sixty lakh rupees;
(ii) if employed for a part of the financial year was in receipt of remuneration forany part of that year at a rate which in the aggregate was not less than five lakhrupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Mr. Sanjay Kumar Singh has resigned from the Post ofGeneral Counsel and Company Secretary of the company w.e.f. 22nd December 2015. The Boardwishes to place on record its appreciation for the valuable contribution made by him tothe board and to the company during his tenure of employment. Further Ms. Bhawani CharakAssociate Member of The Institute of Company Secretaries of India was appointed as CompanySecretary and Compliance Officer of the company w.e.f. 11th February 2016. Also Ms.Nitika has resigned from the Post of Independent Director w.e.f. 03rd August 2016. Shewas appointed as Independent Director of the company on 15th May 2015.
In accordance with the provisions of Companies Act 2013 and Article of Association ofthe Company Directors Mr. Ayub Yaegaung Younes Director of the company retire by rotationand being eligible offers himself for re-appointment.
Pursuant to the re-commendation of the Nomination and Remuneration Committee Mr. InderSharma was re-appointed by the board of directors subject to the approval of theShareholders as Chairman & Managing Director of the company for a period of FiveYears with effect from 1st April 2016 to 31st March 2021.
The Resolution seeking approval of the shareholders for the re-appointment of Mr. InderSharma as Chairman & MD have been incorporated in the Notice of the Annual GeneralMeeting of the Company along with brief details about them.
M/s Sumanjeet Aggarwal& Co. Chartered Accountants (Firm Registration No. 11945N)were appointed as Statutory Auditors by the members of the company for Five Years in theAGM held on 30th September 2015. Their appointment would be ratified at the ensuingAnnual General Meeting.
explanation to auditors qualification
The Auditors has observed while reporting under CARO that the company is not regular indepositing some statutory dues during the FY 2015-16. Since the Company does not haveadequate profits and suffering from losses there was some liquidity issues due to whichsome statutory dues have not been paid. The Company has dischargedsubstantial amount ofother taxes including TDS have been paid. The Directors are taking effective steps so thatthe rest of the liabilities are paid at the earliest.
Secretarial Audit Report as provided by M/s Sukesh & Co. Practicing CompanySecretary is annexed to this Report as Annexure- V.
The Board of Directors of your company has appointed M/s MRKS & AssociatesChartered Accountants New Delhi as an Internal Auditor of the company pursuant to theprovisions of Section 138 of the Companies Act 2013 for the F.Y 2016-17.
Your company believes Corporate Governance is at the core of stakeholder'ssatisfaction. Adequate steps have taken to ensure compliance with the provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and DisclosureRequirements) 2015.
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 Auditorsof the Company that they have examined the Corporate Governance requirements withreference 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 (ListingObligations and Disclosure Requirements) Regulations 2015. The Certificate in this regardis attached as Annexure-VIII.
MANAGEMENTS DISCUSSION & ANALYSIS REPORT
The Management's Discussion & Analysis on the performance industry trends andother material changes with respect to the Company and its subsidiaries whereverapplicable are attached herewith as Annexure-IX.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee was constituted by our directors vide their Board Meeting held onApril 14 2007 as per the requirements of Section 292A of the Companies Act 1956 and isre-constituted as per the requirements under the Listing Agreement from time to time byour 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 arenon-executive directors and are "financially literate". Rajiv Kumar is aqualified Chartered Accountant and can be considered as having accounting or relatedfinancial management expertise.
COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee was re-constituted by our Directors vide theirBoard Meeting held on 30th May 2014. This Committee is responsible for the smoothfunctioning 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 May2014 as per the Companies
Act 2013 and Listing Agreement thereby reconstituting Remuneration Committee as framedearlier.
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 bankersbusiness partners/associates financial institutions and Central and State Governments fortheir consistent support and encouragement to the company. We also appreciate allemployees of the company for their hard work and commitment. Their dedication andcompetence has ensured that the company continues to grow and achieve its objectives.
| ||BY THE ORDER OF THE BOARD |
|Place: Delhi ||Inder Sharma |
|Date: 06.09.2016 ||Chairman & Managing Director |