Your Directors have pleasure in presenting the 24th Board's Report of the Companytogether with Standalone & Consolidated Financial Statements for the Financial Yearended 31st March 2017.
|FINANCIAL RESULTS || || || ||Rs. (in Lakhs) |
|Particulars || |
| || |
| ||2017 ||2016 ||2017 ||2016 |
|Income from Operation ||4357 ||3881 ||3923 ||3067 |
|Other Income ||68 ||600 ||67 ||599 |
|Total Income ||4425 ||4480 ||3989 ||3666 |
|Operational Expenses ||4394 ||4967 ||3897 ||3775 |
|Exceptional Items ||- ||- ||- ||- |
|Total Expenses ||4394 ||4967 ||3897 ||3775 |
|Profit/Loss before Tax and Depreciation ||31 ||(487) ||92 ||(109) |
|Less: Depreciation ||355 ||750 ||64 ||70 |
|Profit/Loss before Tax ||(323) ||(1237) ||28 ||(179) |
|Less: Tax Expense ||(235) ||(5) ||158 ||(9) |
|Profit after Tax ||(87) ||(1233) ||186 ||(170) |
|PBT Ratio ||(7.42) ||(31.88) ||0.70 ||-5.83 |
|PAT Ratio ||(2.01) ||(31.78) ||4.75 ||-5.55 |
|Earnings Per Share || || || || |
|a. Basic ||(0.06) ||(0.80) ||0.12 ||(0.11) |
STATE OF AFFAIRS
Financial Year 2016-17 was a favorable year for the company wherein the income fromoperations increased by around 27.94% to reach
Rs. 3923Lakhs as compared to Rs. 3067 Lakhs during the last financial year. Otherincome for the year also decreased by Rs. 67 Lakhs compared to Rs. 599 Lakhs in theprevious year. Operational expenses for the year were Rs. 3897 Lakhs as compared toRs3775Lakhs in previous year. Exceptional items were nil.
As a result PBDT (Profit before Tax and Depreciation) was Rs. 28Lakhs as against Rs.(179) Lakhs for the previous year. Consequently PAT (Profit after Tax) was reported atRs. 186Lakhs as compared to Loss of Rs. (170) lakhs in last year.
TRANSFER TO RESERVES
The Company has carried balance of Rs. 186 Lakhs to the Reserve & Surplus Accountof the Balance Sheet as on 31st March 2017.
The Board has decided not to recommend any dividend for the year ended 31st March2017.
The unclaimed dividendand shares for the year 2009 amounting to be Rs. 98175 has beentransferred to Investor Education and Protection Fund.
Details of the transfer is available on website of the company at www.nutek.in.
The total investment as on date in 100% subsidiaries Rs. 34862 Lakhs and investment inequity shares & mutual funds are Rs. 1372 Lakhs.
Your Company has not accepted any deposits from the public during the year underreview.
The Company is certified by ISO 9001:2015 and OHSAS18001: 2007 and the Company has alsogot ISO 10002:2014 "Customer Satisfaction and Compliant ManagementSystemCertification". Our target for quality is to maintain and to improve thequality of products and service in order to meet consistently customer requirements andinternal needs and to the customers preferred partner. Our management is committed to thesafety of the company's operations and in particular to the health and safety ofemployees customers and the public in general.
SEBI REGULATION & LISTING FEES
The shares of the company are listed at Bombay Stock Exchange (BSE) and National StockExchange of India (NSE) and the GDRs are listed at Luxembourg Stock Exchange. The annuallisting fees for the year under review have been paid to Bombay Stock Exchange Limited(BSE) and National Stock Exchange of India Limited (NSE).
As per the provisions of Section 129 (3) of the Companies Act 2013 read with Rule 5Companies (Accounts) Rules 2014 a separate statement containing the salient features ofthe financial statements of the subsidiary Companies i.e. of Nu Tek HK Private LimitedHong Kong Nu Tek Europe SRO Europe and Ketun Energy Private Limited is prepared in FormAOC-1 and same is enclosed to this Report as Annexure-I.
EXTRACT OF ANNUAL RETURN
As required under section 92(3) of the Companies Act 2013 and rule 12(1) of theCompanies (Management and Administration) Rules 2014 an extract of annual return in FormMGT 9 is attached as a part of this Annual Report as Annexure-II.
The Board of Directors meets Eight (8) times during this financial year the details ofwhich are given on Corporate Governance Report that forms the part of this Annual Report.The intervening gap between any two meetings was within the prescribed time by theCompanies Act 2013.
DIRECTOR'S RESPONSIBILITY STATEMENT
Pursuant to the provisions of Section134 (5) of Companies Act 2013 the Board ofDirectors of the company to the best of their knowledge and ability confirms that: a) inthe preparation of the annual accounts the applicable accounting standards had beenfollowed along with proper explanation relating to material departures; b) for thefinancial year ended 31st March 2017 such accounting policies as mentioned in the notesto the financial statement have been applied consistently and made judgments and estimatesthat are reasonable and prudent have been made so as to give a true and fair view of thestate of affairs of the company at the end of the financial year and of the profit of thecompany for the financial year ended
31st March 2017; c) that proper and sufficient care has been taken for the maintenanceof adequate accounting records in accordance with the provisions of the Act forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; d) the annual accounts are prepared on a going concern basis; e) thatproper Internal Financial Controls were followed by the company and that such internalfinancial controls are adequate and were operating effectively; f) that proper system havebeen devised to ensure compliances with the provisions of all applicable laws and thatsuch system were adequate and operating effectively.
DECLARATION FROM INDEPENDENT DIRECTORS ON ANNUAL BASIS
The Company has received necessary declaration from each Independent Director of theCompany under Section 149(7) of the Companies Act 2013 that the Independent Directors ofthe Company meet with the criteria of their Independence laid down in Section 149(6).
POLICY ON DIRECTORS' APPOINTMENT & REMUNERATION
The policy of the Company for Appointment & Remuneration of Directors KeyManagerial Personnel & Senior Employees including the criteria for determiningqualifications positive attributes and independence of a director and recommending to theBoard relating to the remuneration for the directors key managerial personnel and otheremployees as provided under Section 178(3) of the Companies Act 2013 adopted by theBoard is enclosed as Annexure-III to this Annual Report.
PARTICULARS OF LOANS GUARANTEES OR INVESTMENTS
The Company have duly complied with the provision of Section 186 of the Companies Act2013 and it has taken
|SECURED LOANS: ||NIL |
|UNSECURED LOANS: ||NIL |
|CURRENT/NON-CURRENT INVESTMENTS: ||NIL |
|GUARANTEES: ||NIL |
|SECURITIES EXTENDED: ||NIL |
RELATED PARTY TRANSACTIONS
All Related Party Transactions are negotiated on arms-length basis and in ordinarycourse of business. Therefore the provisions of Section 188 (1) of the Companies Act2013 are not applicable. However suitable disclosure as required by the AccountingStandard (AS 18) has been made in the notes to the Financial Statements. The Policy onRelated Party Transactions Policy as approved by the board is uploaded on the company'swebsite: www.nutek.in.
MATERIAL CHANGES AND COMMITMENTS
The Company had received Notices from BSE and NSE on 09th August 2017 where in thecompany has been Suspected to be Shell
Company as per the List given by Ministry of Corporate Affairs and Trading in shares ofthe Company has been suspended thereafter. Further in response to the notices of BSE andNSE the company has submitted all the information as required by NSE and BSE and thecompany made an Appeal before Securities Appellate Tribunal (SAT) the SAT disposed offthe Appeal and refer the same to SEBI.
The Company further submit all the documents as required by SEBI and in response to thedocumentssubmitted SEBI passed an Interim Order dated 09th October 2017 and resumed theTrading in Securities of the Company. The detail of such Interim Order is also availableon the website of the company www.nutek.in under the head Investor Information.
The Company further submitting all the information as required by SEBI and taking allthe Possible steps/initiative with respect to the Interim Order passed by SEBI and withrespect to the information as required by SEBI from time to time.
PARTICULARS REGARDING CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION AND FOREIGNEXCHANGE EARNINGS AND OUTGOINGSPURSUANT TO PROVISIONS OF SECTION 134(3)(m) OF THECOMPANIES ACT 2013 READ WITH RULE 8 OF COMPANIES (ACCOUNTS) RULES 2014.
(A) Conservation of energy-
(i) Steps taken or impact on conservation of energy: Not applicable since the companyis not engaged in the manufacturing activities. Though the Company does not have energyintensive operations it continues to adopt energy conservation measures. Adequatemeasures have been taken to conserve energy by using energy-efficient computers andequipment with the latest technologies which would help in conservation of energy. As thecost of energy consumed by the Company forms a very small portion of the total costs thefinancial impact of these measures is not material.
(ii) Steps taken by the company for utilizing alternate sources of energy includingwaste generated: N.A (iii) Capital investment on energy conservation equipment: N.A
(B) Technology absorption-
1. Efforts in brief made towards technology absorption: NIL
2. Benefits derived as a result of the above efforts e.g. product improvement costreduction product development imports substitution etc: NIL
3. In case of imported technology (imported during the last 3 years reckoned from thebeginning of the financial year) following information may be furnished: (a) Details oftechnology imported: NIL
(b) Year of import: NIL
(c) Whether the technology been fully absorbed: NIL
(d) If not fully absorbed areas where absorption has not taken place and the reasonstherefore: NIL 4. Expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo
There is Foreign exchange earnings of Rs.764 lakhs and the foreign exchange expenditureof Rs.497 Lakhs during the year.
RISK MANAGEMENT POLICY
Risk Management Policy is framed based on SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and under the provisions of the Companies Act 2013 andrules made there under. The objective of Risk Management is to create and protectshareholder value by minimizing threats or losses and identifying and maximizingopportunities.
The Board has to review the business plan at regular intervals and develop the RiskManagement Strategy which shall encompass laying down guiding principles on proactiveplanning for identifying analyzing and mitigating all the material risks both externaland internal viz. Environmental Business Operational Financial and others.Communication of Risk Management Strategy to various levels of management for effectiveimplementation is essential.Risk Identification is obligatory on all vertical andfunctional heads who with the inputs from their team members are required to report thematerial risks to the Chairman and Managing Director (CMD) along with their consideredviews and recommendations for risk mitigation.
CORPORATE SOCIAL RESPONSIBILITY POLICY
In pursuant to the provisions of section 135 and schedule VII of the Companies Act2013 CSR Committee of the Board of Directors was formed to recommend (a) the policy onCorporate Social Responsibility (CSR) and (b) implementation of the CSR Projects orPrograms to be undertaken by the Company as per CSR Policy for consideration and approvalby the Board of Directors. The Corporate Social Responsibility (CSR) Committee wasconstituted by our Directors vide their Board Meeting held on 30th May 2014 as perSection 135 of the Companies Act and rules made there-under.
The CSR Committee consists of:
|1. Mr. Inder Sharma ||- Chairman |
|2. Mrs. Sumati Sharma ||- Member |
|3. Mr. Rajiv Kumar ||- Member |
REASON FOR NOT SPENDING:
The Company falls under the purview of CSR as its net worth was exceeding Rs. 500 crorein the Financial Year 2012-13 but the Company's profits were not enough to carry out theCSR activities. Since the last three financial years the Financial Results of the companyhas recorded continuous financial strain thereby making negative profits.
Due to this the company has not carried any CSR activities but it will make allpossible efforts to work hard and make it possible to contribute itself to social cause.
FORMAL ANNUAL EVALUATION OF BOARD
Evaluation of all Board members is done on an annual basis. The evaluation is done bythe Board Nomination and Remuneration Committee and Independent Directors with specificfocus on the performance and effective functioning of the Board and Individual Directors.
|A) Criteria for evaluation of ||i. The frequency of meetings; |
|Board of Directors as a whole || |
| ||ii. The length of meetings; |
| ||iii. The administration of meeting; |
| ||iv. The number of committees and their roles; |
| ||v. The flow of information to board members and between board members; |
| ||vi. The quality and quantity of information; and |
| ||vii. The Disclosure of Information to the stakeholders. |
|B) Criteria for evaluation of the ||i. Ability to contribute and monitor corporate governance practices; |
|Individual Directors || |
| ||ii. Ability to contribute by introducing best practices to address top management issues; |
| ||iii. Participation in long t erm strategic planning; |
| ||iv. Commitment to the fulfillment of director obligations and fiduciary responsibilities; |
| ||v. Guiding strategy; |
| ||vi. Monitoring management performance and development; |
| ||vii. Statutory compliance & corporate governance; |
| ||viii. Attendance and contribution at Board /Committee meetings; |
| ||ix. Time spent by each of the member; and |
| ||x. Core competencies. |
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Board of Directors have adopted Whistle Blower Policy. The Whistle Blower Policyaims for conducting the affairs in a fair and transparent manner by adopting higheststandards of professionalism honesty integrity and ethical behavior. All permanentemployees of the Company are covered under the Whistle Blower Policy. A mechanism has beenestablished for employees to report concerns about unethical behavior actual or suspectedfraud or violation of Code of Conduct and Ethics. It also provides for adequate safeguardsagainst the victimization of employees who avail of the mechanism and allows direct accessto the Chairperson of the audit committee in exceptional cases.
DETAILS OF SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS ORTRIBUNALS
The Securities and Exchange Board of India had passed an Interim Order dated 09thOctober 2017 the details of such order is available on www.nutek.in.
STATEMENT OF PARTICULARS OF APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL
The Statement of particulars of Appointment and Remuneration of Managerial personnel asper Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014is enclosed as Annexure -IV to this Annual Report.
PARTICULARS OF EMPLOYEES
As per Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 the company had no employee who:-
(i) if employed throughout the financial year was in receipt of remuneration for thatyear which in the aggregate was not less than One crore and two Lakhs rupees; (ii) ifemployed for a part of the financial year was in receipt of remuneration for any part ofthat year at a rate which in the aggregate was not less than Eighty lakh and FiftyThousand rupees per month;
(iii) if employed throughout the financial year or part thereof was in receipt ofremuneration in that year which in the aggregate or as the case may be at a rate whichin the aggregate is in excess of that drawn by the managing director or whole-timedirector or manager and holds by himself or along with his spouse and dependent childrennot less than two percent of the equity shares of the company. The details of the Top 10employees of the in terms of their Remuneration drawn are as follows:
|Name ||Designation ||Qualification ||Age ||Nature of employment whether Contractual of Permanent ||Remuneration received PM ||Date of employment and experience ||Last Employment ||Percentage of equity shares |
|Inder Sharma || ||BE ||51 Years ||Permanent ||400000 ||6-Jul-93 ||AT & T ||14542860 |
| || || || || || ||24 Years || || |
|Ashish Bankar ||CFO ||BE ||46 Years ||Permanent ||220000 ||26-Dec-96 ||NA ||90000 |
| || || || || || ||20 Years || || |
|Deepak Kaul ||Sr. Manager - ||Dip. ECE ||43 Years ||Permanent ||110000 ||7-Nov-00 ||Goldtron Communica- ||Nil |
| ||Projects || || || || ||17 Years ||tions || |
|Salam Arshad Raza Abdul ||DGM-Projects ||Graduate & Dip. ||40 Years ||Permanent ||100000 ||29-Oct-00 ||Bhutta Printing & Allied ||Nil |
| || ||ITM || || || ||17 Years ||IndustriesLtd || |
|Kaushal Pratap Singh ||Sr. Manager - ||BE(ECE) ||37 Years ||Permanent ||100000 ||5-Mar-05 ||NA ||Nil |
| ||Projects || || || || ||12 Years || || |
|Vinay Chandra Jha ||Sr. Manager - ||M Sc ||48 Years ||Permanent ||84000 ||21-Nov-02 ||TandonVikas& Associates ||2994 |
| ||Finance || || || || ||14 Years || || |
|Niraj Kumar Pandey ||Sr. Manager ||MBA ||49 Years ||Permanent ||70000 ||12-Jul-10 ||Aksh Broadband Ltd. ||Nil |
| ||- HR || || || || ||7 Years || || |
|Salman Qaisar Khan ||Manager - ||Dip. Electronics ||46 Years ||Permanent ||60000 ||13-Nov-06 ||Sityog New Bombay ||Nil |
| ||Projects ||& Dip. Business || || || ||11 Years || || |
| || ||Mgmt || || || || || || |
|Vishal Tiwari ||Sr. Manager - ||BE (EC) ||32 Years ||Permanent ||60000 ||1-Aug-08 ||Deccan Telecom ||Nil |
| ||Projects || || || || ||9 Years || || |
|Shahzad Ahmad ||Manager - ||B. Tech (ECE) ||32 Years ||Permanent ||55000 ||1-Oct-09 ||Prithvi Information ||Nil |
| ||Projects || || || || ||8 Years ||Solution Pvt. Ltd. || |
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review Ms. Nitika had resigned from the Post of IndependentDirector w.e.f. 03rd August 2016. She was appointed as Independent Director of thecompany on 15th May 2015 and to fulfill the vacancy created by the resignation of Ms.Nitika from the Post of Independent Director Mr. Ayub Yaeguang Younes was appointed asIndependent Director of the company w.e.f 23.12.2016. He was appointed as Director of theCompany on 29.09.2014. In accordance with the provisions of Companies Act 2013 andArticle of Association of the Company Directors Mrs. Sumati Sharma Director of thecompany retire by rotation and being eligible offers herself for re-appointment.
M/s Sumanjeet Agarwal & Co. Chartered Accountants (Firm Registration No. 11945N)were appointed as Statutory Auditors by the members of the company for Five Years in theAGM held on 30th September 2015. Their appointment would be ratified at the ensuingAnnual General
EXPLANATION TO AUDITOR'S QUALIFICATION
The Auditors has observed while reporting under CARO that the company is not regular indepositing some statutory dues during the FY
2016-17. Since the Company does not have adequate profits there was some liquidityissues due to which some statutory dues have not been paid. The Company hasdischargedsubstantial amount of other taxes including TDS have been paid. The Directorsare taking effective steps so that the rest of the liabilities are paid at the earliest.
Secretarial Audit Report as provided by M/s Sukesh & Co. Practicing CompanySecretary is annexed to this Report as Annexure- V.
The Board of Directors of your company has appointed MRKS & Associates CharteredAccountants New Delhi as an Internal Auditor of the company pursuant to the provisions ofSection 138 of the Companies Act 2013 for the F.Y. 2016-17.
Your company believes Corporate Governance is at the core of stakeholder'ssatisfaction. Adequate steps have taken to ensure compliance with the provisions ofCorporate Governance as prescribed under SEBI (Listing Obligations and Disclosure
A separate report on Corporate Governance is enclosed as a part of this report as Annexure-VI.
The Annual Report of the company contains a Certificate from the Secretarial Auditorsof the Company that they have examined the Corporate Governance requirements withreference to SEBI (LODR) 2015 copy of the Certificate in this regard is attached as Annexure-VII.The CEO/MD and CFO certification is required under Regulation 17 (8) of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015. The Certificate in this regardis attached as Annexure-VIII.
MANAGEMENT'S DISCUSSION & ANALYSIS REPORT
The Management's Discussion & Analysis on the performance industry trends andother material changes with respect to the Company and its subsidiaries whereverapplicable are attached herewith as Annexure-IX.
COMPOSITION OF AUDIT COMMITTEE
The Audit Committee was constituted by our directors vide their Board Meeting held onApril 14 2007 as per the requirements of Section 292A of the Companies Act 1956 and isre-constituted as per the requirements under the Listing Agreement from time to time byour Directors at their Board meeting. The Audit Committee consists of: Mr. Rajiv KumarChairman (Independent Director) Mr. Amar Sarin Member (Independent Director) Mrs. SumatiSharma Member (Non -Executive Director)
Two Third members of the audit committee are independent whereas all three members arenon-executive directors and are "financially literate". Rajiv Kumar is aqualified Chartered Accountant and can be considered as having accounting or relatedfinancial management expertise.
COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee was re-constituted by our Directors vide theirBoard Meeting held on 30th May 2014. This Committee is responsible for the smoothfunctioning of the share transfer process as well as redressal of shareholder grievances.The Stakeholder Relationship Committee consists of:
1 Mrs. Sumati Sharma Chairman (Non -Executive Director)
2 Mr. Inder Sharma Member (Managing Director)
NOMINATION & REMUNERATION COMMITTEE
The Nomination & Remuneration Committee of the Board was constituted on 30th May2014 as per the Companies
Act 2013 and Listing Agreement thereby reconstituting Remuneration Committee as framedearlier.
The composition of Remuneration committee as on 31.03.2015 consists of:
|1. ||Mr. Rajiv Kumar ||Chairman (Independent Director) |
|2. ||Mr. Amar Sarin ||Member (Independent Director) |
|3. ||Mrs. Sumati Sharma ||Member (Non- Executive Director) |
ACKNOWLEDGEMENTS AND APPRECIATION
Your Directors take this opportunity to thank the customers suppliers bankersbusiness partners/associates financial institutions and Central and State Governments fortheir consistent support and encouragement to the company. We also appreciate allemployees of the company for their hard work and commitment. Their dedication andcompetence has ensured that the company continues to grow and achieve its objectives.
| ||BY THE ORDER OF THE BOARD |
|Place: Delhi ||Inder Sharma |
|Date: 20.11.2017 ||Chairman & Managing Director |