Your Directors have pleasure in presenting their 32nd Annual Report on the business andoperations of your Company and the Audited Accounts for the year ended 31st March 2016.
(Amount in Rs.)
|Particulars ||For the Year ended ||For the Year ended |
| ||31st March 2016 ||31st March 2015 |
|Revenue from Operations ||394163767 ||364674723 |
|Profit before depreciation & Tax ||7790124 ||7571336 |
|Less: Depreciation ||5978782 ||6138904 |
|Profit before Tax ||1811342 ||1432432 |
|Current Tax ||1003022 ||890958 |
|Deferred Tax Provision ||(424 951) ||(321058) |
|Profit after Tax ||1233270 ||862533 |
|Profit brought forward from last year ||19472333 ||19130642 |
|Profit carried over to Balance Sheet ||20705603 ||19472333 |
The Company has recorded sales of Rs 3941.63 lakh for the current year 2015-16 ascompared to Rs 3646.75 lakh in the previous year 2014-15. The Net Profit for the yearunder review amounted to Rs 12.33 lakh in the current year as compared to Rs 8.62 lakh inthe previous year.
The Board of Directors does not recommend any dividend for the year.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves.
CORPORATE SOCIAL RESPONSIBILTY:
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to adhere the provision of Corporate Social Responsibility activities.
1. Shri Manish Mandhana Independent Director of the company resigned with effect from28th September 2015. The Board places on record its appreciation for the service renderedby Shri Manish Mandhana during his tenure with the company.
2. Smt. Radhika Mukhija Whole Time Director of the Company retire by rotation at theensuing Annual General Meeting and being eligible offer herself for re-appointment.
3. All Independent Directors have given declaration under Section 149(7) of TheCompanies Act 2015 that they meet the criteria of Independence as laid down underSection 149(6) of the Companies Act 2013.
M/s O.P. Dad & Co. Chartered Accountants and Auditors of the Company retire atthe conclusion of the ensuing Annual General Meeting of the Company and being eligibleoffer themselves for re-appointment. Your Directors recommend for their re-appointment.The Company received a certificate from M/s O.P. Dad & Co. Chartered AccountantsStatutory Auditors to the effect that their re-appointment if made would be inaccordance with the provisions of Section 141 of the Companies Act 2013. As per theprovisions of Companies Act 2013 they are being re-appointed till the conclusion of thenext Annual General Meeting.
In pursuance of section 138 of the Companies Act 2013 your directors havere-appointed M/s V.K. Goyal & Company cost accountants being eligible to conductinternal audit for the financial year 2016-17.
The Board of Directors has appointed M/s R. K. Jain & Associates CompanySecretaries in whole time practice being eligible to conduct Secretarial Audit for thefinancial year 2016-17 under the provisions of section 204 of the Companies Act 2013.
SECRETARIAL AUDIT REPORT:
The Board of Directors has appointed M/s R K Jain & Associates Company Secretariesin Whole-Time Practice to conduct Secretarial Audit under the provisions of section 204 ofthe Companies Act 2013. The details forming part of Secretarial Audit Report forFinancial Year 2015-16 in form MR-3 is enclosed herewith as per Annexure-I. Thereport does not contain any qualification.
MANAGEMENT DISCUSSIONS & ANALYSIS:
In pursuant to Regulation 34(3) of the SEBI (Listing Obligations and DisclosuresRequirements) Regulation 2015 the Report on Management Discussions & Analysis hasbeen incorporated in the Annual Report and forms an integral part of the Directors'Report.
DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to sub-section 3 (c) of section134 of the Companies Act 2013 the Board ofDirectors of the Company to the best of their knowledge and ability hereby state andconfirm that:
i) in the preparation of Annual Accounts the applicable accounting standards have beenfollowed and wherever required proper explanation relating to material departures havebeen given;
ii) they have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitor loss of the Company for that period;
iii) they 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 frauds and otherirregularities;
iv) they have prepared the Annual Accounts on a going concern basis;
v) they have laid down internal financial controls to be followed by the Company andthat such internal financial controls are adequate and were operating effectively; and
vi) They have devised proper systems to ensure compliance with the provisions of allapplicable laws and that such systems were adequate and operating effectively.
HUMAN RESOURCE DEVELOPMENT:
Industrial relations continued to be cordial during the period under review. YourCompany firmly believes that a dedicated work force constitutes the primary source ofsustainable competitive advantage. Accordingly human resource development receivedfocused attention. Your Directors wish to place on record their appreciation for thededicated services rendered by the work force during the year under review.
ENERGY CONSERVATION TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
A Statement giving details of conservation of energy technology absorption foreignexchange earnings and outgo in accordance with the Rule 8 (3) of the Companies (Accounts)Rules 2014 is enclosed as Annexure - II and forms integral part of this Report.
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 including one WomanDirector and composition of Board of Directors of the Company is in conformity with theapplicable provisions of the Companies Act 2013. The details of Board Composition as on31st March 2016 are appended below:-
|Name of the Director ||Whether Promoter / Executive or Non-Executive / Independent |
|Shri S.S.Mukhija ||Non-Executive (Promoter Group) |
|Shri Rajeev Mukhija ||Executive (Promoter Group) |
|Smt.Radhika Mukhija ||Executive (Promoter Group) |
|Shri Anil Laddha ||Non-Executive & Independent |
|Shri Anil Dasot ||Non-Executive & Independent |
No. of Board Meetings & General Meeting
During the review six (06) Board meeting were held the date being 27.05.201511.08.2015 23.09.2015 30.09.2015 07.11.2015 13.02.2016. The 31st AGM was held on 30thSeptember 2015. Details of attendance of Board Meeting during 2015-16 and otherparticulars are as given below:-
|Name of the Director ||Category of Directorship ||No. of Board Meeting attended ||Whether Attended last AGM ||No. of other Directorship held in other Public Companies |
|Sh.S.S.Mukhija ||Promoter Non-executive Director ||6 ||Yes ||Nil |
|Sh.Rajeev Mukhija ||Promoter Executive Director (M.D.) ||6 ||No ||Nil |
|Smt.Radhika Mukhija ||Promoter Executive Director (W.T.D.) ||6 ||No ||Nil |
|Sh. Anil Laddha ||Independent Non Executive Director ||5 ||No ||Nil |
|Sh. Anil Dasot ||Independent Non Executive Director ||4 ||No ||Nil |
|Sh. Manish Mandhana ||Independent Non Executive Director ||1 ||No ||Nil |
|(ceased to be Director || || || || |
|w.e.f. 28.09.2015) || || || || |
Independent Directors Meeting
Schedule IV of the Companies Act 2013 and the rules under it mandate that theindependent directors of the company hold at least one meeting in a year without theattendance of non-independent directors and members of the management. It is recommendedthat all the independent directors of the company be present at such meetings. Thesemeetings are expected to review the performance of non-independent directors and board asa whole as well as performance of the chairman of the board taking into account theviews of the executive directors and non-executive directors; assess the quality quantityand timeliness of the flow of information between the management and the board that isnecessary for it to effectively and reasonably perform its duties.
Even before the Companies Act 2013 came into effect; our Board's policy required ourindependent director to hold quarterly meetings attended exclusively by the independentdirectors. At such meetings the independent directors discuss among other matters theperformance of the company and risk faced by it the flow of information to the Boardcompetition strategy leadership strengths and weaknesses governance compliances Boardmovements human resource matters and performance of the executive members of the Boardincluding the Chairman.
During the year under review the Independent Directors viz Shri Anil Dasot Shri Anilladdha and Shri Manish Mandhana (resigned w.e.f. 28.09.2015) met on 27th May 2015.
Committees of The Board
The Board of Directors has constituted following Committees of the Board viz.
i) Audit Committee ii) Nomination &Remuneration Committee iii) Stakeholders'Relationship Committee
The Board determines the terms of reference of these Committees from time to time.Meetings of these Committees are convened by the respective Committee Chairman/CompanySecretary. At each Board Meeting minutes of these Committees are placed before theDirectors for their perusal and noting.
ii) AUDIT COMMITTEE:
The Audit Committee of the Company comprises of 3 members 2 of whom are Non-ExecutiveIndependent Directors and one is Non-Executive (Promoter Group). Independent Director actsas Chairman of the Committee. The Committee members are professionals having requisiteexperience in the fields of Finance and Accounts Banking and Management. The AuditCommittee met 4 times during the year. The Director and Chief Financial Officer andrepresentatives of Internal and Statutory Auditors are invitees to Audit Committeemeetings and the Company Secretary acts as the Secretary of the Audit Committee.
Term of Reference
i) Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
ii) Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.
iii) Approval of payment of statutory auditors for any other services rendered by thestatutory auditors.
iv) Reviewing with the management the quarterly financial statements beforesubmission to the board for approval.
v) Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems.
vi) To review the functioning of the Whistle Blower mechanism in case the same isexisting. vii) Carrying out any other function as is mentioned in the terms of referenceof the Audit Committee. viii) Management Discussion and Analysis of financial conditionand results of operations.
ix) Statement of significant related party transactions (as defined by the AuditCommittee) 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 Auditorshall be subject to review by the Audit Committee.
Meetings and Attendance
The board terms of reference of Audit Committee are in accordance with the provisionsof the Companies Act 2013. During the year under review four meetings of the AuditCommittee were held the date being 19.05.2015 31.07.2015 27.10.2015 02.02.2016.
The Composition and attendance of the members of the Audit Committee Meeting are asunder:-
|Name ||Position ||No. of audit Committee ||Meeting Attended Meeting |
|Shri Anil Dasot ||Chairman ||4 ||4 |
|Shri Anil Laddha ||Member ||4 ||4 |
|Shri S.S. Mukhija ||Member ||4 ||4 |
|Shri Manish Mandhana (resigned on 28.09.2015) ||Member ||4 ||0 |
l Vigil Mechanism/Whistle Blower Policy
In pursuance of section 177 (9) of the Companies Act 2013 the Company has establisheda Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuineconcern. The whistle blower policy of the company is available on company's website(http://www.nutechglobal.com/).
iii) NOMINATION & REMUNERATION COMMITTEE:
The Remuneration Committee was constituted on 12.04.2001 30.10.2002 and reconstitutedon 01.01.2009 and in order to comply with the provisions of Section 178 of the CompaniesAct 2013 & Listing Regulations the name of the committee has been changed to"Nomination and Remuneration Committee" w.e.f. 24.05.2014.
Terms of Reference
i) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;
ii) Formulation of criteria for evaluation of performance of the Independent Directorsand the Board of directors and policy on Board Diversity;
iii) 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;
iv) 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
The board terms of reference of Nomination and Remuneration Committee are in accordancewith the provisions of Section 178 of the Companies Act 2013.During the year there heldno meetings of the Nomination & Remuneration Committee.
The Composition of the members of the Nomination & Remuneration Committee Meetingis as under:-
|Name ||Position |
|Shri Anil Laddha ||Chairman |
|Shri Anil Dasot ||Member |
|Shri.S.S. Mukhija ||Member |
|Shri Manish Mandhana (resigned on 28.09.2015) ||Member |
Nomination Remuneration & Evaluation Policy
In pursuant to provisions of section 178 of the Companies Act 2013 the Board ofDirectors approved Nomination Remuneration & Evaluation Policy for appointmentremuneration & evaluation of the Directors Key Management Personnel & SeniorManagement Personnel. More details pertaining to the same are given in "NominationRemuneration & Evaluation Policy".
The Board of Directors carried out annual performance evaluation of the Boardcommittee thereof and Directors as per the criteria laid down in the "NominationRemuneration & Evaluation Policy" and found their performance satisfactorily.
iv) STAKE HOLDERS RELATIONSHIP COMMITTEE:
The "Share Transfer & Investors' Grievance Committee" was constituted on22.03.2002 and reconstituted on 20.10.2002 and in compliance with the provisions ofsection 178 of the Companies Act 2013 the Board has named the committee as "StakeHolders Relationship Committee" w.e.f. 24.05.2014.The committee considers andapproves various requests for transfer transmission sub-division consolidationrenewal exchange issue of new certificates in replacement of old ones Dematerializationof shares non-receipt of declared Dividend Annual Reports and to redress the grievancesof the investors as may be received from time to time. The committee meets as and whenrequired and shares are transferred within 15 days from the date of receipt of validtransfer request.
The Committee comprises of three directors all of whom are non-executive and chairmanof the committee is a non-executive director Shri Manish Mandhana member has resignedw.e.f. 28.09.2015.
Meetings and Attendance
The Committee met 5 times during the year. The meetings were held on 01.06.201507.09.2015 10.09.2015 14.12.2015 and 04.03.2016.
Details of meetings attended by each member are as under:-
|Sr. No. ||Name ||Position ||No. of Meetings ||Meeting Attended |
|1. ||Shri.S.S. Mukhija ||Chairman ||5 ||5 |
|2. ||Shri Anil Dasot ||Member ||5 ||4 |
|3. ||Shri Anil Laddha ||Member ||5 ||4 |
|4. ||Shri Manish Mandhana ||Member ||5 ||0 |
| ||(resigned on 28.09.2015) || || || |
The details of complaints received and resolved during the year 2015-16 are as under:-
|No. of complaints received from Shareholders/Stock Exchange/SEBI ||: ||Nil |
|No. of complaints not resolve ||: ||Nil |
Ms. Neha Anchlia Company Secretary of the Company is the Compliance Officer of theCompany.
v) 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 |
|30 Sept. 2013 ||2012-13 ||Mukhija Chambers 5 Saraswati Marg ||11.00 A.M. |
| || ||Opp. Lane Raymond M.I. Road Jaipur || |
|30 Sept. 2014 ||2013-14 ||Mukhija Chambers 5 Saraswati Marg ||11.00 A.M. |
| || ||Opp. Lane Raymond M.I. Road Jaipur || |
|30 Sept. 2015 ||2014-15 ||Mukhija Chambers 5 Saraswati Marg ||11.00 A.M. |
| || ||Opp. Lane Raymond M.I. Road Jaipur || |
- No special resolution requiring postal ballot is being placed before the shareholdersfor approval at this meeting.
- No special resolution through postal ballot was passed during the year under review.No Extra Ordinary General meetings of the members held during the year.
vi) RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Act. There is no materially significantrelated party transaction with Promoters Directors or Key Management Personnel which mayhave potential conflict with the interest of the Company at large. During the year theCompany has not entered into any related party transactions under the section 188 of theCompanies Act 2013 and the particulars of contracts or arrangements with related partiesare Nil and Form AOC-2 is enclosed as
Annexure - III.
vii) LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any Loan Guarantee and also not made any Investments underthe section 186 of the Companies Act 2013.
The Company has not invited/ accepted any deposits from the public during the yearended March 31 2016. There were no unclaimed or unpaid deposits as on March 31 2016.
ix) COMMENTS ON AUDITORS' REPORTS:
There is no adverse remark or comments in the Statutory Auditors' & SecretarialAuditors' Reports and therefore no comments are required in the Directors' Report.
x) PARTICULARS OF EMPLOYEES & ANALYSIS OF REMUNERATION:
Particulars of employees and analysis of remuneration as required under section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure - IV.
xi) 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 financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
xii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALIMPARTING
THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
xiii) EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return is enclosed as Annexure-V.
xiv) NON APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI( LISTING OBLIGATIONSAND 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 Governanceviz. Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 andpara C D and E of Schedule V of SEBI (LODR) 2015 are not applicable to your Company.
xv) 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 theFinancial Statements.
During the year review there were no cases filed pursuant to Sexual Harassment ofWoman at workplace (Prevention Prohibition and Redressal) Act 2013.
Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Departments of Central & State Governments and Banks during theyear under review. Your Directors also wish to place on record their appreciation for thecommitted services of all the associates vendors of the Company.
|Place: Jaipur ||For and on Behalf of the Board of Directors |
|Date: 30th May 2016 ||Sd/- |
| ||(RAJEEV MUKHIJA) |
| ||Managing Director |
| ||DIN No. 00507367 |
| ||Sd/- |
| ||(SHYAM SUNDER MUKHIJA) |
| ||Director |
| ||DIN:01552629 |