Newtime Infrastructure Ltd.
|BSE: 531959||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE997D01021|
|BSE 00:00 | 02 Mar||Newtime Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Newtime Infrastructure Ltd|
|BSE: 531959||Sector: Infrastructure|
|NSE: N.A.||ISIN Code: INE997D01021|
|BSE 00:00 | 02 Mar||Newtime Infrastructure Ltd|
|NSE 05:30 | 01 Jan||Newtime Infrastructure Ltd|
The Members of
Newtime Infrastructure Limited
Your Directors are pleased to present the 36th Annual Report on the businessand operations of your Company along with the audited financial statements for the periodended March 31 2020.
The Company's financial performance for the year ended 31st March 2020 and31 March 2019 is summarized below:
FINANCIAL PERFORMANCE Standalone
During the period under review based on Standalone financial statements the Companyhas earned Rs. 9.95 Lakhs revenue from operations as compared to previous year thecompany's revenue Rs. 12.50 Lakhs. Whereas the Company Loss after Tax stood at Rs. 628.14Lakhs as against Loss after Tax of Rs. 257.97 Lakhs in the previous year.
During the period under review based on Consolidate financial statements the Companyhas earned Rs. 9.95 Lakhs revenue from operations as compared to previous year thecompany's revenue Rs. 12.50 Lakhs. Whereas the Company Loss after Tax stood at Rs.1283.70 Lakhs as against Loss after Tax of Rs. 554.94 Lakhs in the previous year.
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.
In view of losses incurred during the period under review the Board of Directors hasnot recommended any dividend on equity shares for the period ended March 31st 2020.
CONSOLIDATED FINANCIAL STATEMENT
In pursuance of the provision of Section 129 (3) of Companies Act 2013 a company hasone or more subsidiaries or associate companies it shall in addition to standalonefinancial statements prepare a consolidated financial statement of the company and of allthe subsidiaries and associate companies in the same form and manner as that of its ownand in accordance with applicable accounting standards which shall also be laid beforethe annual general meeting of the company along with the laying of its financialstatement. Your Company has subsidiaries companies and consolidation of the same ismandatory as per the Companies (Amendment) Act 2017.
The directors also present the audited consolidated financial statements incorporatingthe duly audited financial statements as prepared in compliance with the Companies Act2013 applicable Accounting Standards and SEBI Listing Regulations 2015 as prescribed bySEBI is provided in the Annual Report.
CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two classes:-
Preference Share Capital: Authorized
(i) 2000000 Preference Shares of Rs. 10/- each.
(ii) 4000000 10% Non Cumulative Non Convertible Redeemable Preference Shares of Rs.10/- each Preference Share Capital: Paid Up
(i) 2000000 Preference Shares of Rs. 10/- each.
(ii) 3945000 10% Non Cumulative Non Convertible Redeemable Preference Shares of Rs.10/- each
During the period under review there was no public issue rights issue bonus issue orpreferential issue etc. during the year the Company has not issued shares withdifferential voting rights sweat equity shares nor has it granted any stock options.
IMPACT OF COVID-19
The management has considered the possible impact of disruption caused by restrictionimposed to contain COVID- 19 spread on the Company including of assessment of liquidityand going concern assumption and carrying value of assets Based on such assumption ithas concluded that none of the assets are likely to be impaired. The company will continueto monitor the future economic conditions and its consequent impact on the businessoperations given the nature of the pandemic.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
As per Section 124(6) of the Companies Act 2013 read with Investor Education andProtection Fund Authority (Accounting Audit Transfer and Refund) Rules 2016 as amendedfrom time to time all the shares in respect to which dividend has remainedunclaimed/unpaid for a period of seven Consecutive year or more are required to transferin the name of IEPF but the company is not required to transfer any amount to the IEPFestablished by the Central Government as the company has not declared any dividend for anyfinancial year.
TRANSFER TO RESERVES
Your Company has not transfer any amount under the head Reserve in the FinancialStatements for the Financial Year ended March 31 2020. Whereas the company has incurredlosses during the period and has transfer the amount under the head Retained Earnings inOther Reserves to the Financial Statements for the Financial Year ended March 312020 asprepared according to Indian Accounting Standards (Ind AS).
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 Secretarial Auditors ofthe Company confirming compliance with the conditions of Corporate Governance are providedin a separate 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 2020 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 2020 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.
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 this Annual Report.
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.
MATERIAL CHANGES AFFECTING THE COMPANY
There have been no material changes and commitments affecting the financial position ofthe Company between the end of the financial year and date of this report. There has beenno change in the nature of business of the Company.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
1. Appointment of Director on the Board of Directors of the Company
During the period under review Mr. Parvinder Kapoor (DIN: 03456053) was appointed asan Additional Independent Director of the Company w.e.f. 05th June 2019 and further hischange in degination took place as Non-Executive Independent Director w.e.f. 27thSeptember 2019.
On 27th September 2019 Mr. Sanjay Tiku (DIN: 00300566) was reappointed asIndependent Director for further period of 5 years from 26th December 2019 up to 25thDecember 2024.
Ms. Rajiv Kapur Kanika Kapur (DIN: 07154667) was appointed as an Additional IndependentDirector of the Company w.e.f. 31st January 2020.
Mr. Ashish Pandit (DIN: 00139001) was appointed as an Additional Director of theCompany w.e.f. 31st August 2019. The approval of Shareholders pursuant toprovisions of the Companies Act 2013 read with Schedule V thereof is sought for theappointment of Mr. Ashish Pandit as Whole-time Director of the Company on such terms &conditions as may be decided by the Board for a period of five years w.e.f. from 31stAugust 2019.
2. Retire by Rotation on the Board of Directors of the Company
In accordance with the provisions of Section 152 the Companies Act 2013 and theArticle of Association of the Company read with Companies (Appointment and Qualificationof Directors) Rules 2014 Mr. Ashish Pandit (DIN: 00139001) retires by rotation at theensuing Annual General Meeting and being eligible offers himself for re-appointment. Thedetails as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Mr. Ashish Pandit are provided in the Notice ofthe 36th Annual General Meeting. The Board recommends his re-appointment.
3. Resignation of Directors and Key Managerial Personnel
During the period under review Mr. Pankaj Kumar Gupta (DIN: 06642031) Ms. AnuradhaKapur (DIN: 01646928) and Mr. Mahesh Chand Agrawal (DIN: 07554315) were resigned from thepost of directorship w.e.f. 05th June 2019 14th October 2019 and16th December 2019 respectively.
Ms. Kalpana Sharma has resigned from position of CFO of the Company w.e.f. 23rdOctober 2019.
The Board appreciates their efforts and contribution towards the growth of the Companyduring the tenure of their appointment.
A brief resume of the Director proposed to be appointed/ re-appointed highlightingtheir industry expertise in specific functional areas names of Companies in which theyhold directorships is provided in the notice forms part of the notice forming part ofAnnual Report. Further no. of the Companies in which they hold the memberships/chairmanships of Board Committees as stipulated under SEBI Listing Regulations I providedin the Corporate Governance Section of this Annual report.
As per requirement under the provisions of Section 178 of the Companies Act 2013 readwith Companies (Meeting of the Board and its powers) Rules 2014 and SEBI (ListingObligations and Disclosure Requirements) Requirements 2015 your Company had adopted afamiliarisation programme for independent directors to familiarise them with the Companytheir role rights responsibilities in the Company nature of the industry in which theCompany operates business model management structure industry overview internalcontrol system and processes risk management framework functioning of various divisionsHR Management CSR activities etc.
Your company aims to provide its independence Directors insight into the Companyenabling them to contribute effectively. The Company arranges site visit for theDirectors giving them insight of various projects and Directors are also informed ofvarious developments relating to the industry on regular basis and are provided withspecific regulatory updates from time to time.
Further The Details of the familiarization programme of the Independent Directors areavailable on the 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 and Regulations 16& 25 read with Schedule IV of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.
The Board met 9 (Nine) times during the year the details of which are providedin the Corporate Governance Report that forms part of this Annual Report. The interveninggap between the meetings was within the period prescribed under the Companies Act 2013and SEBI (LODR) Regulations 2015.
As per SEBI (Listing Obligations and Disclosure Requirements) Regulations2015 theBoard evaluated the effectiveness of its functioning and that of the committees and ofindividual 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 thefulfillment 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 sizescale and complexity of its operations. To maintain its objectivity and independence theinternal audit function reports to the Chairman of the Audit Committee and all significantaudit observations and corrective actions are presented to the Committee.
STATUTORY AUDITORS AND AUDITORS REPORT
Pursuant to the provisions of Section 139(8)(i) and other applicable provisions ifany of the Companies Act 2013 read with the Companies (Audit and Auditors) Rules 2014M/s. SSRA & Co. Chartered Accountants (Firm Registration No. 014266N) was appointedas Statutory Auditor of the Company for the Financial year 2019-20 by the resolutionpassed through postal ballot on 05th March 2020 to fill the casual vacancycaused due to resignation of M/s. Gurvir Makkar & Co. Chartered Accountants.
The Board recommends the members to re-appoint M/s. SSRA & Co. CharteredAccountants for a period of consecutive five year till the conclusion of 41stAnnual General Meeting and for fixing their remuneration.
M/s. SSRA & Co. Chartered Accountants have furnished a certificate of theireligibility under Section 139 and 141 of the Companies Act 2013 and the Rules framedthereunder for the appointment as Auditors of the Company. Also as required underRegulation 33(1)(d) of the SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 the auditors have confirmed that they hold a valid certificate issuedby the Peer Review Board of the Institute of Chartered Accountants of India.
However for the Financial Year ended March 312020 the auditors M/s. SSRA & Co.Chartered Accountants had not reported any matter under section 143(12) of the CompaniesAct 2013 therefore no detail is required to be disclosed under Section 134(3) of theAct. Further the Auditor's Report for Financial Year ended March 31 2020 does not haveany qualifications and adverse remarks and the notes on Financial Statements referred toin the Auditors' Report are self-explanatory and therefore do not call for furtherclarification.
DETAIL OF FRAUD AS PER AUDITORS REPORT
There is no fraud in the Company during the financial statements ended 31st March2020this is also being supported by the report of the auditors of the Company as no fraud hasbeen reported in their audit report for the financial statements ended 31st March 2020.
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 2019-20 is annexed as Annexure I to the Report.
There are some following qualifications reservations or adverse remarks made bySecretarial Auditor in their report on which management comments are as under:
1. The Company has not appointed Whole-time Company Secretary under Section 203 of theCompanies Act 2013 for the reporting period; Due to extra ordinary situation crated byCovid-19 Company was not able to find out the suitable candidate but the Company hasappointed Whole-time Company Secretary on later date.
2. The Company has not filed Form MSME -I Initial Return and Regular Half Yearly Returnas required pursuant to notification S.O 5622(E) dated November 2 2018 and S.O 368(E)dated January 22 2019 during the period under review; As there is no outstandingamount due on MSEM Vendors So the Company did not file the NIL MSME Return.
3. The Company has defaulted in filing e-Form "ACTIVE" and the status ofActive Compliance of the company is "ACTIVE Non-Compliant"; Earlier Due tonon-appointment of Company Secretary Company has not filed the Active Form.
4. The Annual Report required to be filed under section 21 of the Sexual Harassment ofWomen at Workplace (Prevention Prohibition and Redressal) Act 2013 and the Rules thereunder has not been submitted by the Company; As there was not complaints received bythe Company under Sexual Harassments so the Company did not file the Nil Return.
SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) 2015 M/ s S. Khurana & Associates Company Secretaries inpractise has undertaken the Secretarial Compliance of the Company for the financial year2019-20.
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 II to this Report.
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 III to this Report.
Whereas in pursuant to the Company (Amendment) Act 2017 the act has madesubstitution under Section 134(3)
(a) of the Companies Act 2013 to place the extract of Annual Return on the website ofthe Company.
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 AnnexureIV 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).
The composition of Audit Committee of the company as on 31.03.2020 is as follows:
The Committee was re-constituted by the Board in its meeting held on 7thAugust 2020. The Composition of Audit Committee as on date is as follows:
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 confidentiality of those reporting violations is maintained and they are not subjectedto any discriminatory practice.
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 2019-20 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 - V 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.
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 were 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 312020 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. Scripts of theCompany has been suspended on BSC for trading in Securities.
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 M/s S.Khurana & Associates Company Secretary in whole-time practice. The purpose of theaudit is to reconcile the total number of shares held in National Securities DepositoryLimited (NSDL) Central Depository Services (India) Limited (CDSL) and in physical formwith respect to admitted issued and paid up capital of the Company. The aforesaid reportson Reconciliation of Share Capital Audit were duly submitted to the BSE Limited where theequity shares of the Company are listed.
During the year under review the relations between the Management and the workmen werehighly cordial. Human resources initiatives such as skill up gradation trainingappropriate reward & recognition systems and productivity improvement were the keyfocus areas for development of the employees of the Company.
Our Company always endeavors to promptly respond to members' requests/grievances. Eachand every issue raised by the members is taken up with utmost priority and every effort ismade to resolve the same at the earliest. The
Stakeholders Relationship Committee of the Board periodically reviews the status of theredressal of investors' grievances.
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.