The Members of Newtime Infrastructure Limited
Your Directors are pleased to present the 35th Annual Report on the business andoperations of your Company along with the audited financial statements for the periodended March 31 2019.
The Company's financial performance for the year ended 31st March 2019 andperiod ended 31 March 2018 is summarized below:
| || || || ||(Rs. in Lakhs) |
|Particulars ||Standalone ||Consolidated |
| ||31st March 2019 ||31st March 2018 ||31st March 2019 ||31st March 2018 |
| ||(Year Ended) ||(Period Ended) ||(Year Ended) ||(Period Ended) |
|Revenue from Operations ||12.50 ||0 ||12.50 ||0 |
|Other Income ||164.26 ||2.15 ||164.43 ||2.28 |
|Total Revenue ||176.76 ||2.15 ||176.93 ||2.28 |
|Total Expenses ||483.48 ||320.49 ||780.62 ||475.59 |
|Profit/(Loss) before Exceptional Items & Tax ||(254.97) ||(318.34) ||(603.69)) ||(473.31) |
|Exceptional Items ||(3.00) ||0 ||(3.00) ||0 |
|Profit/(Loss) before Tax ||(257.97) ||(318.34) ||(554.94) ||(473.31) |
|Tax Expenses ||0 ||0 ||0 ||0 |
|Profit/(Loss) after Taxation ||(257.97) ||(318.34) ||(554.94) ||(473.31) |
|Other Comprehensive Income ||(1.04) ||3.73 ||(1.04) ||3.73 |
|Total Comprehensive Income ||(259.01) ||(314.60) ||(555.98) ||(469.57) |
|Paid up Equity Share Capital (Face Value of Rs. 1/- each) ||1703.46 ||1703.46 ||1703.46 ||1703.46 |
|Earnings Per Share ||(0.15) ||(0.18) ||(0.32) ||(0.28) |
During the period under review based on Standalone financial statements the Companyhas earned Rs. 12.50 Lakhs revenue from operations and the company has other income of Rs.164.26 Lakhs and as compared to previous year the company's revenue was Nil. Whereas theCompany Loss after Tax stood at Rs. 257.97 Lakhs as against Loss after Tax of Rs. 318.34Lakhs in the previous year.
During the period under review based on consolidated financial statements the Companyhas earned revenue of Rs. 12.50 Lakhs from operations and the company has other income ofRs. 164.43 Lakhs and as compared to previous year the company's revenue was Nil. Whereasthe Company Loss after Tax stood at Rs. 554.94 Lakhs as against Loss after Tax of Rs.473.31 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 2019.
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 theaudited consolidated financial statements incorporating the duly audited financialstatements as prepared in compliance with the Companies Act 2013 applicable AccountingStandards and SEBI Listing Regulations 2015 as prescribed by SEBI is provided in theAnnual Report.
CAPITAL STRUCTURE OF THE COMPANY
The Share Capital Structure of the Company is categorized into two classes:-
|S.No ||Particulars ||Equity Shares ||Preference Shares |
|1. ||Authorised Share Capital ||180000000 ||60000000* |
|2. ||Paid Up Share Capital ||170346000 ||59450000* |
|3. ||Value per Share ||1 ||10 |
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 bonusissue or preferential issue etc. during the year. The Company has not issued shares withdifferential voting rights sweat equity shares nor has it granted any stock options.
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 2019. 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 31 2019 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 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 year ended March 31 2019 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 2019 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 accordancewith third proviso to Section 136(1) of the Companies Act 2013 the Annual Report of yourCompany containing therein its audited standalone and the consolidated financialstatements 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. Pankaj Kumar Gupta (DIN: 06642031) wasappointed as an Additional Independent Director of the Company w.e.f. 08thAugust 2018 and further his change in degination took place as Non Executive IndependentDirector w.e.f. 28th September 2018.
Mr. Mahesh Chand Agrawal (DIN:07554315) was appointed as an Additional Non ExecutiveDirector w.e.f 08th August 2018 and further his change in designation tookplace as Non Executive Director w.e.f. 28th September 2018.
Mr. Parvinder Kapoor (DIN: 03456053) was appointed as Additional Non ExecutiveIndependent w.e.f. 05th June 2019.
The approval of Shareholders pursuant to Section 203 of the Companies Act 2013 readwith Schedule V there of is sought for the appointment of Mr. Ashish Pandit as Whole-timeDirector of the Company on such terms & conditions as may be decided by the Board fora period of five years w.e.f. from 31st August 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. Mahesh Chand Agrawal (DIN: 07554315) retires by rotation atthe ensuing Annual General Meeting and being eligible offers himself for re-appointment.The details as required under Regulation 36 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 regarding Mr. Mahesh Chand Agrawal are provided in theNotice of the 35th Annual General Meeting. The Board recommends his re-appointment.
3. Resignation of Directors
During the period under review Mr. Amman Kumar (DIN: 03456445) and Mr. AshishPandit (DIN: 00139001) resigned from the post of directorship w.e.f. 10thAugust 2018 u/s 164(2) and further Mr. Pankaj Kumar Gupta resigned from the post ofdirectorship w.e.f. 05th June 2019. The Board appreciates their efforts andcontribution towards the growth of the Company during 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 name 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 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.
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 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
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. Gurvir Makkar & Co. Chartered Accountants (Firm Registration No. 014293N ) wasappointed as Statutory Auditor of the Company for the Financial year 2017-18 by theresolution passed through postal ballot on June 18 2018 to fill the casual vacancy causeddue to resignation of M/s A.C. Gupta & Associates Chartered Accountants.
The Board recommends the members to re-appoint M/s. Gurvir Makkar & Co. CharteredAccountants for a period of consecutive five year till the conclusion of 39thAnnual General Meeting and for fixing their remuneration. M/s. Gurvir Makkar & Co.Chartered Accountants have furnished a certificate of their eligibility under Section 139and 141 of the Companies Act 2013 and the Rules framed thereunder for the appointment asAuditors of the Company. Also as required under Regulation 33(1)(d) of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 the auditors have confirmedthat they hold a valid certificate issued by the Peer Review Board of the Institute ofChartered Accountants of India.
However for the Financial Year ended March 31 2019 the auditors M/s. Gurvir Makkar& Co. Chartered Accountants had not reported any matter under section 143(12) of theCompanies Act 2013 therefore no detail is required to be disclosed under Section 134(3)of the Act. Further the Auditor's Report for Financial Year ended March 31 2019 does nothave any qualifications and adverse remarks and the notes on Financial Statements referredto in 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 March2019this 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 2019.
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 K. Rahul & Associates Company Secretaries to undertake the SecretarialAudit of the Company. The Report of the Secretarial Audit in Form MR-3 for the FinancialYear 2018-19 is annexed as Annexure I to the Report. There are no qualificationsreservations or adverse remarks made by Secretarial Auditor in their report.
SECRETARIAL COMPLIANCE REPORT
Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations andDisclosure Requirements) 2015 M/ s K. Rahul & Associates Company Secretaries inpractise has undertaken the Secretarial Compliance of the Company for the financial year2018-19. The Report of the Secretarial Compliance Report in prescribed format for theperiod ended March 31 2019 is annexed as Annexure II to the 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.
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.
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 ofAnnual Return on the website of the 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 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 composition of Audit Committee of the company as on 31.03.2019 is as follows:
|Name of the Member ||Category ||Status |
|Mr. Sanjay Tiku ||Independent Director ||Chairman |
|Mr. Pankaj Kumar Gupta ||Independent Director ||Member |
|Mr. Mahesh Chand Agrawal ||Non Executive Director ||Member |
The Committee was re-constituted by the Board in its meeting held on 12thJuly 2019.. The Composition of Audit Committee as on date is as follows:
|Name of the Member ||Category ||Status |
|Mr. Sanjay Tiku ||Independent Director ||Chairman |
|Mr. Parvinder Kapoor ||Independent Director ||Member |
|Mr. Mahesh Chand Agrawal ||Non Executive Director ||Member |
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 2018-19 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 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 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 31 2019 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 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 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 : Dharuhera ||Sanjay Tiku |
|Dated : 31.08.2019 ||Chairman |
| ||DIN: 00300566 |