NINtec Systems Limited
Your Directors hereby present the Fourth Annual Report of your company together withthe Audited Standalone Financial Statements for the Financial Year ended 31stMarch 2019.
1. FINANCIAL HIGHLIGHTS
|Particulars || |
Results for the Financial Year 2019
Results for the Financial Year 2018
|Revenue from Operations ||78344014 ||36187221 |
|Other Income ||6602723 ||6121995 |
|Finance Cost ||27117 ||96958 |
|Depreciation & Amortization ||1392110 ||731909 |
|PROFIT BEFORE TAX ||11931408 ||7613873 |
|(i) Provision for Taxation (Current) ||344601 ||2452199 |
|(ii) Provision for Taxation (Deferred) ||(105836) ||(27926) |
|(iii) Short Provision for earlier year ||25576 ||- |
|Total Tax ||3365340 ||2424272 |
|PROFIT AFTER TAX ||8566068 ||5189601 |
|Minority Interest ||- ||- |
|Re-measurement of Defined benefit liabilities/assets ||169162 ||(1056257) |
|Surplus Brought Forward from Previous Year || ||- |
|Balance available for appropriations ||8735230 ||4133344 |
|Transferred to General Reserve ||- ||- |
|Interim / Final Dividend on Equity Shares ||- ||- |
|Tax on Dividend on Equity Shares ||- ||- |
|Balance Carried to Balance Sheet ||8735230 ||4133344 |
|Earnings per share (Basic) ||1.25 ||0.75 |
|Earnings per share (Diluted) ||1.25 ||0.75 |
Your directors do not recommend any dividend for the Financial Year 2018-19 in lieu toconserve the resources for future growth plans.
3. TRANSFER OF UNCLAIMED DIVIDEND TO INVESTOR EDUCTION AND PROTECTION FUND
There is no unclaimed/unpaid Dividend within the meaning of the provisions of Section125 of the Companies Act 2013.
4. SHARE CAPITAL
The paid up capital of the company as on 31st March 2019 is Rs.68800000/-. During the year under review the company has not issued any shares.
5. REVIEW OF BUSINESS OPERATIONS AND FUTURE PROSPECTS
During the year under review your company has earned a net revenue from operations ona Standalone basis of Rs. 78344014/- for the financial year 2018-19. Further yourcompany has earned a Profit before tax (PBT) of Rs. 11931408/- and Profit after tax(PAT) of Rs. 8735230/-.
The company is working on the diversification of its operations which will giveexponential growth in coming years.
6. DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS/ TRIBUNALS IMPACTING THE GOING CONCERN STATUS AND COMPANY'S OPERATIONS IN FUTURE
There are no significant/material orders passed by the Regulators or Courts orTribunals impacting the going concern status of your Company and its operations in future.
7. ADEQUACY OF INTERNAL FINANCIAL CONTROLS WITH REFERENCE TO THE FINANCIALSTATEMENTS
Your Company has appointed Ms. Zalak Kaushikbhai Choksi as the Internal Auditor of theCompany for the Financial Year 2018-19 to evaluate and manage the efficacy and adequacy ofInternal Controls and to ensure the adequate systems which are place in the company areadhered with time to time checks and to ensure compliances procedures and policies areadhered. During the year such controls were tested and no reportable material weaknessesin the operations of the company were observed.
8. MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OFTHE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIALSTATEMENTS RELATE AND THE DATE OF THE REPORT
The Board wishes to inform the members that there are no material changes andcommitments affecting the financial position of your Company which have occurred betweenthe end of the Financial Year 2018-19 and the date of this report.
9. CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGSAND OUTGO
Pursuant to provisions of Section 134 of the Companies Act 2013 read with Rule 8(3) ofthe Companies (Accounts) Rules 2014 the details of Conservation of Energy TechnologyAbsorption Foreign Exchange Earnings and Outgo are attached as Annexure "A"which forms part of this report.
10. STATEMENT CONCERNING DEVELOPMENT AND IMPLEMENTATION OF RISK MANAGEMENT POLICY
OF THE COMPANY
The risk management process is followed by the company to ensure timely identificationcategorization and prioritization of operational financial and strategic business risks.Teams are authorised for managing such risks and updating it to the senior management.
The Board and Audit Committee review on regular basis the risk assessment in thecompany.
11. SECRETARIAL STANDARDS
The Company has complied with applicable Secretarial Standards issued by the Instituteof Company Secretaries of India.
12. LISTING WITH STOCK EXCHANGE
Pursuant to the provisions of listing agreement with stock exchanges the equity sharesof the Company are listed at Bombay Stock Exchange (BSE SME).
13. PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS MADE UNDER SECTION 186 OF THE
COMPANIES ACT 2013
There are no loans given guarantees issued or investments made to which provisions ofSection 186 are applicable to the Company. The details of the Investments made by theCompany are given in the notes to the Financial Statements.
14. PARTICULARS OF CONTRACTS OR ARRANGEMENTS MADE WITH RELATED PARTIES
With reference to Section 134 (3) (h) of the Companies Act 2013 all contracts andarrangements with related parties under Section 188(1) of the Act entered by the Companyduring the Financial Year were in the ordinary course of business and on an arm's lengthbasis.
The details of transactions with the company and related parties are given asinformation under Notes to Accounts and Form AOC 2 as Annexure "B" whichforms a part of this Report.
15. EXPLANATION OR COMMENTS ON QUALIFICATIONS RESERVATIONS OR ADVERSE REMARKS OR
DISCLAIMERS MADE BY THE AUDITORS AND THE PRACTICING COMPANY SECRETARY IN THEIR REPORTS
The Statutory Auditors and Secretarial Auditors have not raised any qualificationsreservations or remarks in their respective Audit Report for the financial year ended on31st March 2019. The specific notes forming part of the accounts referred to in theAuditor's Report are self-explanatory.
A. VIGIL MECHANISM/ WHISTLE BLOWER POLICY
The company is committed to adhere to the highest standards of ethical moral and legalconduct of business operations. In compliance with Section 177 of the Companies Act 2013and other applicable provisions the company has formulated a Vigil Mechanism / WhistleBlower Policy (Mechanism) for its Stakeholders Directors and Employees in order topromote ethical behaviour in all its business activities and in line with the bestgovernance practices. Vigil Mechanism provides a channel to report to the managementconcerns about unethical behaviour actual or suspected fraud or violation of the code ofconduct or policy. It provides adequate safeguards against victimization of directorsemployees and all stakeholders. It also provides direct access to the Chairman of theAudit Committee. The policy is available on the website of the companywww.nintecsystems.com
B. PROTECTION OF WOMEN AGAINST SEXUAL HARASSMENT
Your company believes in providing a healthy safe and harassment-free workplace forall its employees. Further company ensures that every women employee is treated withdignity and respect. The Company has in place an Anti-Sexual Harassment Policy as per therequirements of The Sexual Harassment of Women at the Workplace (Prevention Prohibition& Redressal) Act 2013. During the year under review no complaints of sexualharassment have been received by the company.
C. CODE OF CONDUCT TO REGULATE MONITOR AND REPORT TRADING BY INSIDERS
Your company has in place the code of conduct to regulate monitor and report tradingby Directors and Designated Employees in order to protect the investor's interest as perSecurities and Exchange of Board of India (Prohibition of Insider Trading) Regulations2015. As per the code periodical disclosures and pre-clearances for trading in securitiesby the Directors Designated Employees and Connected Persons is regulated and monitored.
17. DIRECTORS AND KEY MANAGERIAL PERSONNEL
A. BOARD OF DIRECTORS
The Board composition is as per the Listing Regulations and provisions of the CompaniesAct 2013. At March 31 2019 the Board of the company comprised of 8 (Eight) Directorsout of which 4 (four) are independent Directors three non-executive directors and onemanaging director.
During the year Mr. Parminder Singh S. Chhabda resigned from the office of IndependentDirector w.e.f. July 31 2018 and Mr. Somilkumar Ragvendr Nath Mathur (DIN: 07471863) wasappointed as an Independent Director w.e.f 26th September 2018 to fill up thevacancy caused by the Resignation of Mr. Parminder Singh Chhabda.
(ii) Retirement by rotation:
In accordance with section 152 of the Companies Act 2013 Mr. Vipin MoharirNon-Executive director of the company would retire by rotation at the forthcoming 4thAnnual General Meeting of the Company and is eligible for reappointment. Mr. Vipin Moharirhas offered himself for reappointment.
(iii) Declaration of Independence
All independent directors have given declarations confirming that they meet thecriteria of independence as prescribed both under Section 149 of the Companies Act 2013and Regulation 16(1) (b) SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015 with the Stock Exchanges.
B. KEY MANAGERIAL PERSONNEL
During the F.Y-2018-19 Mr. Mukesh Jiwnani Company Secretary and Compliance Officer ofthe Company resigned from the office w.e.f 28th September 2018 2018 and theBoard conveyed its sincere appreciation for the valuable contribution made by Mr. MukeshJiwnani to the Company as the Company Secretary and Compliance Officer of the Company Mr.Sagar Sharma Associate Company Secretary was then appointed as the Company Secretary andCompliance officer of the Company w.e.f 10th January 2019.
C. MEETINGS OF THE BOARD
During the year under review Six Board Meetings were convened. The intervening gapbetween the meetings was within the period prescribed under the Companies Act 2013 andClause 49 of the Listing Agreement as amended from time to time.
D. COMMITTEES OF THE BOARD OF DIRECTORS
In compliance with the requirement of applicable laws and as part of the bestgovernance practice the Board has constituted various Committees of its members. TheseCommittees hold meetings at such frequencies as is deemed necessary by them to effectivelyundertake and deliver upon the responsibilities and tasks assigned to them. Minutes of themeetings of each of these Committees are tabled regularly at the Board Meetings.
Your Company currently has 3 (Three) Committees viz.:
(i) Audit Committee
The Company has a qualified and Independent Audit Committee which acts as a linkbetween the Statutory and Internal Auditors and the Board of Directors. The terms ofreference of the Audit Committee cover the matters specified for Audit Committee in theSEBI Listing Regulations and Section 177 of the Companies Act 2013.
As on 31st March 2019 the Audit Committee comprises of the following members-
|Mr. Vishal Shah ||Chairman |
|Mr. Indrajeet Mitra ||Member |
|Mr. Bhushan Saluja ||Member |
Four Audit Committee meetings were held during the year. Mr. Mukesh Jiwnani formerCompany Secretary acted as the Secretary of the Committee during his tenure and later Mr.Sagar Sharma current Company Secretary acted as the Secretary of the Committee.
(ii) Stakeholders Relationship Committee
The Stakeholders Relationship Committee is constituted according to Section 178 of theCompanies Act 2013 and SEBI Listing Regulations. The Committee ensures cordial investorrelations and oversees the mechanism for redressal of investor grievances. The Committeespecifically looks into redressing shareholders and investor complaints/ grievancespertaining to share transfers non-receipts of annual reports non- receipt of dividendand other allied complaints.
As on 31st March 2019 the Stakeholders Relationship Committee comprises of thefollowing members-
|Mr. Indrajeet Mitra ||Chairman |
|Mr. Vishal Shah ||Member |
|Mrs. Rachana Gemawat ||Member |
Two meetings were held for the Committee during the year. Mr. Mukesh Jiwnani (formerCompany Secretary) Mr. Sagar Sharma (current Company Secretary) acted as the Secretary ofthe Committee during their respective tenure in the Company.
(a) Nomination and Remuneration Committee
As on 31st March 2019 the Nomination and Remuneration Committee comprisesof the following members-
|Mr. Vishal Shah ||Chairman |
|Mr. Bhushan Saluja ||Member |
|Mrs. Rachana Gemawat ||Member |
During the year two Nomination and Remuneration Committee meetings were held. Mr.Mukesh Jiwnani (former Company Secretary) Mr. Sagar Sharma (current Company Secretary)acted as the Secretary of the Committee during their respective tenure in the Company.
E. BOARD EVALUATION
The Board adopted a formal mechanism for evaluating its performance as well as that ofits Committees and individual Directors including the Chairman of the Board. The exercisewas carried out through a structured evaluation process covering various aspects of theBoards functioning such as composition of the Board & committees experience &competencies performance of specific duties & obligations contribution at themeetings and otherwise independent judgement governance issues etc.
F. DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the provisions under Section 134(5) of the Companies Act 2013 withrespect to Directors' Responsibility Statement the Directors confirm:
(a) That in the preparation of the Annual Accounts the applicable Accounting Standardshave been followed and no material departures have been made from the same;
(b) That they had selected such accounting policies and applied them consistently andmade judgements and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit and loss of the Company for that period;
(c) That they had 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) That they had prepared the Annual Accounts on a going concern basis;
(e) That they had laid down Internal Financial Controls to be followed by the companyand that such internal financial controls are adequate and were operating effectively; and
(f) That they had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
A. STATUTORY AUDITORS
M/s. Samir M. Shah & Associates Chartered Accountants were appointed as theStatutory Auditors of the Company to hold office from the conclusion of 1stAnnual General Meeting till the conclusion of 6th Annual General Meeting of theCompany i.e. for a period of 5 years.
B. SECRETARIAL AUDITORS
Pursuant to the provisions of section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Board of Directorshave appointed M/s. Tushar Vora & Associates Company Secretaries for conductingsecretarial audit of the company for the year ended 31st March 2019. Secretarial AuditReport issued by Mr. Tushar Vora Practicing Company Secretary in Form MR 3(Annexure F) forms part of this report.
19. FINANCE & ACCOUNTS
Your Company prepares its financial statements in compliances with the requirements ofthe Companies Act 2013 and the Generally Accepted Accounting Principles (GAAP) in India.Cash and Cash Equivalents as at March 31 2019 were Rs. 3488116/-. The company continuesto focus on its working capital receivables and other parameters were kept under checkthrough continuous monitoring.
20. PUBLIC DEPOSITS
Your company has not invited accepted received or renewed any deposits from publicfalling within the meaning of Section 73 and 76 of the Companies Act 2013 and theCompanies (Acceptance of Deposit) Rules 2014 as amended from time to time during theyear under review and accordingly there were no deposits which were due for repayment onor before 31st March 2019.
A. BUY BACK OF SECURITIES
The Company has not bought back any of its securities during the year under review.
B. SWEAT EQUITY
The Company has not issued any Sweat Equity Shares during the year under review.
C. BONUS SHARES
No Bonus Shares were issued during the year under review.
D. EMPLOYEES STOCK OPTION PLAN
The Company has not provided any Stock Option Scheme to the employees.
22. SUBSIDIARIES JOINT VENTURES AND ASSOCIATE COMPANIES
Your company does not have any subsidiary Joint Venture and associate companies.
23. CORPORATE GOVERNANCE
In line with the Company's commitment to good Corporate Governance Practices yourCompany has complied with all the mandatory provisions as prescribed in SEBI ListingRegulations and other applicable provisions.
There were no litigations outstanding as on March 31 2019.
25. NUMBER OF COMPLAINTS RELATING TO CHILD LABOUR FORCED LABOUR INVOLUNTARY LABOUR
During the year under review no cases of child labour forced labour involuntarylabour and discriminatory employment were reported.
26. EXTRACT OF ANNUAL RETURN
The extract of the Annual Return in Form MGT-9 in terms of Section 92(3) of theCompanies Act 2013 for the financial year under review has been provided in an Annexure"C" which forms part of the Directors' Report.
27. MANAGEMENT DISCUSSION AND ANALYSIS (MDA)
The Management Discussion and Analysis Report highlighting the important aspects ofthe business of the company for the year under review is given as a separate statement asAnnexure - D which forms part of this Annual Report.
28. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS
Your company has in place a structured induction and familiarisation programme for theIndependent Directors of the company. Your company through such programmes familiarisesthe Independent Directors with a brief background of your company their roles rightsresponsibilities nature of the industry in which it operates business model operationsongoing events etc. They are also informed of the important policies of your companyincluding the Code of Conduct for Directors and Senior Management Personnel and the Codeof Conduct for Prevention of Insider Trading. Brief details of the familiarisationprogramme are uploaded on the website of your company (www.nintecsystems.com).
29. PARTICULARS OF EMPLOYEES
Disclosures pertaining to remuneration and other details as required under Section197(12) of the Act read with Rule 5(1) of the Companies (Appointment and Remuneration ofManagerial Personnel) Rules 2014 is attached as Annexure E' which forms a part ofthis report.
30. HUMAN RESOURCE MANAGEMENT
At NINtec Systems Limited we believe that human resources are precious assets of thecompany. The motto during the year has been to enhance the morale and capabilities of theemployees. We strongly believe in favourable work environment that encourages innovationand creativity. Your Company has established an organization structure that is agile andfocused on delivering business results stimulating performance culture and motivatingemployees to develop themselves personally and professionally.
31. FRAUD REPORTING
There have been no instances of fraud reported by the Statutory Auditors under Section143(12) of the Act and Rules framed thereunder either to the Company or to the CentralGovernment.
32. CAUTIONARY STATEMENT
Statements in the Board's Report describing the company's objective expectations orforecasts may be forward looking within the meaning of applicable laws and regulations.Actual results may differ materially from those expressed in the statement.
The Directors wish to place on record their appreciation for the assistancecooperation and support received from all the clients vendors bankers Registrar ofCompanies auditors suppliers government bodies shareholders and other businessassociates. The Directors also acknowledge the hard work dedication and commitment of theemployees. Their enthusiasm and unstinting efforts have enabled the company to grow duringthe year under review.
The Board deeply acknowledges the trust and confidence placed by the clients of thecompany and all its shareholders. Your Directors look forward to the long term futureconfidently.
| ||For and on behalf of the Board |
|Date: 2nd September 2019 ||NIRAJ GEMAWAT |
|Place: Ahmedabad ||Chairman & Managing Director |
| ||DIN: 00030749 |