NEWTIME INFRASTRUCTURE LIMITED
Your Directors are pleased to present the 33rd Annual Report on the business andoperations of your Company along with the audited financial statements for the periodended March 31 2017.
The Company's financial performance for the year ended 31st March 2017 and periodended 31 March 2016 is summarized below:
| || || || ||(Rs. in Lakhs) |
|Particulars || |
| ||31st March 2017 ||31st March 2016 ||31st March 2017 ||31st March 2016 |
| ||(Year Ended) ||(Period Ended) ||(Year Ended) ||(Period Ended) |
|Revenue from Operations ||NIL ||1500000 ||NIL ||1500000 |
|Other Income ||NIL ||222671 ||17388 ||15973173 |
|Total Revenue ||NIL ||1722671 ||17388 ||17473173 |
|Total Expenses || || || || |
|(excluding Depreciation) ||2367386 ||1711934 ||4458402 ||8998997 |
|Profit/ (Loss) before || || || || |
|Finance Costs Depreciation || || || || |
|Tax and Exceptional Items ||(2367386) ||10737 ||(4441014) ||8474176 |
|Finance Cost ||NIL ||NIL ||NIL ||NIL |
|Depreciation ||NIL ||NIL ||(46753) ||(303192) |
|Profit / (Loss) before || || || || |
|Exceptional Items & Tax ||(2367386) ||10737 ||(4487767) ||8170984 |
|Exceptional Items ||NIL ||NIL ||NIL ||NIL |
|Tax Expenses ||NIL ||2322 ||NIL ||164490 |
|Profit/(Loss) after Taxation ||(2367386) ||8415 ||(4487767) ||8006494 |
|Other Comprehensive Income || || || || |
|(Net of tax) ||NIL ||NIL ||NIL ||NIL |
|Total Comprehensive Income ||NIL ||NIL ||NIL ||NIL |
|Earning Per Share ||(0.013) ||0.00 ||(0.026) ||0.047 |
During the period under review the Company did not earn revenue from operationsamounting as compared to revenue of Rs. 1500000 in the previous year. Loss after Taxstood at Rs. 2367 386 against Profit after Tax of Rs.8415 in the previous year.
The Board of Directors has not recommended any dividend for the period ended31.03.2017.
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.
INDIAN ACCOUNTING STANDARDS 2015
The Company has adopted Indian Accounting Standard (Ind AS) prescribed under section133 of the Companies Act 2013 read with the relevant ruled issued there under. The dateof transition to Ind AS is April 01 2017. The transition is carried out from accountingprinciples generally accepted in India being the previous GAAP. Accordingly The annexedfinancial statements comply in all material aspects with Indian Accounting Standards (IndAS) notified under section 133 of the Companies Act 2013 (the Act) [Companies (IndianAccounting Standards) Rules 2015]and other relevant provisions of the Act
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.
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 yearended March 31 2017 the applicable Accounting Standards have been followed and there areno material departures from the same; b) the Directors have selected such accountingpolicies and applied them consistently and made judgements and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany as at March 31 2017 and of the profit/loss of the Company for that period; c) theDirectors have taken proper and sufficient care for the maintenance of adequate accountingrecords in accordance with the provisions of the Companies Act 2013 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 Directorshave laid down internal financial controls to be followed by the Company and that suchinternal financial controls are adequate and are operating effectively; and f) theDirectors have devised proper systems to ensure compliance with the provisions of allapplicable 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. (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. Kattasserry Thomas James Resigned from the from the position of Directoro theCompany w.ef 13th January 2017 and Ms. Prabhleen kaur Sethi resigned from the Post ofCompany Secretary w.e.f 13th January 2017. The Board appreciates their efforts andcontribution towards the growth of the Company during the tenure of their appointment.
Further Mr. Amman Kumar (DIN: 03456445) Director of the Company has been appointed asa Chairman of the Company w.e.f 13th February 2017 and Ms. Ankita Wadhawan has beenappointed as a Non Executive Non Independent Director w.e.f 13th February 2017 Mr.Ashish pandit (DIN: 00139001) Whole Time Director retires by rotation at the ensuringAnnual General Meeting and being eligible offers himself for re-appointment. The Board ofDirectors recommends his appointment. The Disclosure of the Director proposed to beappointed/re-appointed as required under Regulation 36(3)(a) of SEBI Listing Regulations2015 and Companies Act 2013 forms part of the notice convening Annual General Meeting.There has been no other change in the Directors and Key Managerial Personnel of theCompany.
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.
The Board met 6 (Six) 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.
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 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 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
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 P. S. Negi & 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 2017 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 increase 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)
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.
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.
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 2016-17 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 asrequired in terms of the provisions of Section 197 read with Rule 5 (2) & (3) of theCompanies (Appointment and Remuneration of Managerial Personnel) 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 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 2017 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 S.Khurana& Associates Company Secretary in whole-time practice. The purpose of the audit is toreconcile the total number of shares held in National Securities Depository Limited(NSDL) Central Depository Services (India) Limited (CDSL) and in physical form withrespect to admitted issued and paid up capital of the Company. The aforesaid reports onReconciliation 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 endeavours 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 theBoard periodically reviews the status of the redressal 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.
BY ORDER OF THE BOARD
FOR NEWTIME INFRASTRUCTURE LIMITED
|Place : Gurgaon Haryana ||Amman Kumar |
|Dated : 10.08.2017 ||Chairman |
| ||DIN: 03456445 |