Your directors have pleasure in presenting their 37th Annual Report and the AuditedAccounts for the Financial year ended 31st March 2021.
1. FINANCIAL RESULTS:
Amount in Rs.
|Particulars ||For the Year ended 31st March 2021 ||For the Year ended 31st March 2020 |
|Revenue from Operations ||255431271 ||362245871 |
|Profit before depreciation & Tax ||-10111996 ||4169133 |
|Less: Depreciation ||3732098 ||5196170 |
|Profit before Tax ||-13844094 ||-1027037 |
|Current Tax ||- ||- |
|Deferred Tax Provision ||-3085453 ||-256226 |
|Profit after Tax ||-10758641 ||-770811 |
|Other Comprehensive Income (OCI) ||- ||- |
|Profit after Tax (Net of OCI) ||-10758641 ||-770811 |
|Profit brought forward from last year ||23179861 ||23950671 |
|Profit carried over to Balance Sheet ||12421220 ||23179859 |
2. OPERATIONAL REVIEW:
The Company has recorded sales of Rs.2554.31 lakhfor the current year2020-2021 ascompared to Rs3622.45Lakhin the previous year 2019-202Q. The global trade has beenseriously affected with the onset of Covid-19 pandemic and uncertainty due to which theNet Loss for the year under review amounted to Rs.107.58 lakh in the current year ascompared to Loss of Rs.770 Lakh in the previous year. The Company's management has madeinitial assessment of likely adverse impact on business and financial risks on account ofCovid-19. There is slow down in the business of the Company due to lockdown which hadimpact on operation.
3. SHARE CAPITAL:
There was no change in the share capital of the Company during the financial year2020-2021.
The Board of Directors does not recommend any dividend for the year.
5. TRANSFER TO RESERVES:
Your directors are unable to recommend Dividend for the year 2020-2021 in view of theaccumulated losses as on 31st March2021.
6. CHANGE IN NATURE OF BUSINESS:
There is no change in nature of business of the company.
7. LISTING WITH STOCK EXCHANGE:
The Equity Shares of the Company are listed on BSE (Bombay Stock Exchange) Limited. TheListing fee for the financial year 2021 -2022 has been paid by the Company.
8. CORPORATE SOCIAL RESPONSIBILTY:
The Provision of Section 135 of the Companies Act2013 are not applicable to theCompany.
9. DIRECTORS AND KEY MANAGERIAL PERSONNEL:
During the year under review Mr. Mayank Jagga has been appointed as Chief Executiveofficer of the Company w.e.f 28.08.2020 to perform the duties assigned to him by the Boardof Director.
Shri. Rajeev Mukhija Managing Director of the Company was re-appointed for a furtherperiod of three years at theAnnual General Meeting of the Company held on 30.09.2020.
II. Retire By Rotation: As per provisions of Section 152 (6) the Companies Act 2013Shri. Shyam Sunder Mukhija (DIN:01552629) Non Executive Director of the Company retire byrotation at the ensuing Annual General Meeting and being eligible offer himself forreappointment.
III. Key Managerial Personnel: As on date of this report the following persons are theKey ManagerialPersonnel(s) of the Company:
a) Mr. Rajeev Mukhija Managing Director
b) Ms. Shubhangi Janifer Company Secretary and Compliance Officer
c) Mr.Mahendra Kumar Jain Chief Financial Officer
d) Mr. Mayank Jagga Chief Executive officer
IV Others: The Company has received a declaration from the Independent Directors of theCompany under section 149(7)of Companies Act2013 confirming that they meet criteria ofIndependence as per relevant provisions of Companies Act 2013 and SEBI LODR. At the firstmeeting of Board held for financial year 2021 -2022 the Board of Directors of the Companyhas taken on record the said declarations and confirmation as submitted by the IndependentDirectors after undertaking due assessment of the veracity of the same.
10. KYC OF DIRECTORS:
Your directors have confirmed that pursuant to the Rule 12A of The Companies(Appointment and Qualification of Directors) Rules 2014 they have individually filedDIR-3 KYC WEB(KYC of Directors) on the Ministry of Corporate Affairs within specified timeperiod. A certificate from a Company Secretary in practice that none of the Directors onthe Board of the Company have been debarred or disqualified from being appointed orcontinuing as directors of Companies by the Board/ Ministry of Corporate Affairs or anysuch statutory authority is provided in the Report.
a) Statutory Auditor
M/s RHDA & Associates (Firm Registration No 014438C) Charated Accountants wereappointed in the 36"'Annual General Meeting as Statutory Auditor of the Company tohold office for a period of 5 years. Accordingly they have conduced Statutory Audit forthe 2020-2021 and shall continue to be be Statutory Auditors for the Financial year 2021-2022. They have confirmed their eligibility to continue as Statutory Auditors of theCompany for the Financial year 2021-2022 under Section 141 of the Companies Act 2013 andrules framed thereunder.
The report of the Statutory Auditors along with notes to Schedules is enclosed to thisReport. The observations made in the Auditors' Report are self-explanatory and thereforedo not call for any further comments. The Auditors have not reported any incident of fraudin the Company for the year under review under section 143(2) of the Companies Act 2013.
The Board of Director has appointed M/s R K Jain & Associates Company SecretariesBhilwara to conduct Secretarial Audit 2020-2021 under the provision of Section 204 of theCompanies Act2013. Accordingly they have conducted Secretarial Audit for the Financialyear 2020-2021 and Secretarial Audit Report Form MR-3 is enclosed herewith as per AnnexureI. There are no reservations qualifications adverse remark or disclaimer contained inthe Secretarial Audit Report.
12. MANAGEMENT DISCUSSIONS a ANALYSIS:
Your directors adhere to the requirements set out in Companies Act 2013 and the SEBI(Listing Obligations and Disclosures Requirements) Regulation 2015 and have implementedall the prescribed requirements. In pursuant to Regulation 34(3) of the SEBI (ListingObligations and Disclosures Requirements) Regulation 2015 the Report on ManagementDiscussions 6 Analysis has been incorporated in the Annual Report and forms an integralpart of the Directors' Report.
13. DIRECTORS' RESPONSIBILITY STATEMENT:
Pursuant to the requirement under section 134(5) of the Companies Act 2013 yourdirector state that:
a. In the preparation of the annual financial statements for the year ended 31"March 2021 the applicable accounting standards have been followed along with properexplanation relating to material departures.
b. The director had selected such accounting policies and applied them consistently andmade judgment and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit or loss of the Company for that period;
c. They 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. They have prepared the annual accounts that the annual financial statements havebeen prepared on a going concern basis;
e. They have laid down internal financial control to be followed by the company andthat such internal financial controls were adequate and were operating effectively;
f. They have devised proper system to ensure compliance with the provisions of allapplicable laws were in place and were adequate and effectively.
14. HUMAN RESOURCE DEVELOPMENT:
Your Company consider its Human Resources as the key to achieve its objective. Keepingthis in view your Company take utmost care to attract and retain quality employees. TheCompany believes that by effectively managing and developing human resources it canachieve its vision. Asignificant effort has been undertaken to develop leadership as wellas technical/ functional capabilities in order to meet future talent requirement. ^
15.ENERGYC0NSERVATI0N TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO:
The information on conservation of energy technology absorption and foreign exchangeearnings and outgo stipulated under Section 134(3) (m) of the Companies Act 2013 readwith Rule 8 of the Companies (Accounts) Rules 2014 is annexed herewith as 'Annexure II'.
16.0THER DISCLOSURES UNDER CoMPANIES ACT 2013 & SECRETARIAL STANDARD -1:
i) BOARD OF DIRECTORS:
Composition of the Board
The Board of Directors of the Company comprises of Five Directors and composition ofBoard of Directors of the Company is in conformity with the applicable provisions of theCompanies Act 2013. The details of Board Composition as on 31!tMarch 2021 areappended below: -
|Name of the Director ||Whether Promoter / Executive or Non-Executive / Independent |
|ShriS.S.Mukhija ||Non-Executive (Promoter Group) |
|Shri Rajeev Mukhija ||Executive (Promoter Group) |
|Smt.RadhikaMukhija ||Executives Woman (Promoter Group) |
|Shri Anil Laddha ||Non-Executive & Independent |
|Shri Anil Kumar Dasot ||Non-Executive & Independent |
Number of Board Meetings Et General Meeting
During the year 2020-2021 the board of Directors met six times on06.06.202029.06.202Q 28.08.202010.09.2020 29.10.2020 and 12.02.2021 .The 36thAGMwasheld on 30th September 2020.
|Name of the Director ||Category of Directorship ||No. of Board Meeting attended ||Whether Attended last AGM ||No. of other Directorship held in other Public Companies |
|Sh.Shyam Sunder Mukhija ||Promoter (Non-executive Director) Promoter Executive Director (M.D.) ||4 ||YES ||Nil |
|Sh.Rajeev Mukhija ||Director ||6 ||YES ||Nil |
|Smt.Radhika Mukhija ||Independent ||4 ||YES ||Nil |
|Sh. Anil Ladha ||Non-Executive Director Independent) ||6 ||YES ||Nil |
|Sh. Anil KumarDasot ||Non-Executive Director ||4 ||YES ||Nil |
Independent Directors Meeting
During the year under review the Independent Directors viz Shri Anil Kumar Dasot ShriAnil Laddha met on 29.06.2020.
Committees of The Board
The Company has the following Committees of the Board.
i) Audit Committee;
ii) Nomination EtRemuneration Committee;
iii) Stakeholders' Relationship Committee;
The Board determines the terms of reference of these Committees from time to time.Meetings of these Committees are convened by the respective Committee Chairman/CompanySecretary. At each Board Meeting minutes of these Committees are placed before theDirectors for their perusal and noting.
ii) AUDIT COMMITTEE:
The Audit Committee of the Company comprises of 3 members 2 of whom are Non-ExecutiveIndependent Directors and one is Non-Executive (Promoter Group) Independent Director actsas Chairman of the Committee. The Committee members are professionals having requisiteexperience in the fields of Finance and Accounts Banking and Management. The AuditCommittee met 4 times during the year. The Director and Chief Financial Officer andrepresentatives of Internal and Statutory Auditors are invitees to Audit Committeemeetings
Term of Reference
i) Oversight of the company's financial reporting process and the disclosure of itsfinancial information to ensure that the financial statement is correct sufficient andcredible.
ii) Recommending to the Board the appointment re-appointment and if required thereplacement or removal of the statutory auditor and the fixation of audit fees.
iii) Approval of payment of statutory auditors for any other services rendered by thestatutory auditors.
iv) Reviewing with the management the quarterly financial statements beforesubmission to the board for approval.
v) Reviewing with the management performance of statutory and internal auditorsadequacy of the internal control systems.
vi) To review the functioning of the Whistle Blower mechanism in case the same isexisting.
vii) Carrying out any other function as is mentioned in the terms of reference of theAudit Committee.
viii) Management Discussion and Analysis of financial condition and results ofoperations.
ix) Statement of significant related party transactions (as defined by the AuditCommittee) submitted by management.
x) Internal audit reports relating to internal control weaknesses; and
xi) The appointment removal and terms of remuneration of the Chief Internal Auditorshall be subject to review by the Audit Committee.
Meetings and Attendance
The Audit Committee is duly constituted in accordance with SEBI (LODR) Regulations 2015and Section 177 of the Companies Act2013 read with Rule 6 of the Companies (Meeting ofthe Board and its Powers) Rules2014 as amended time to time. It adheres to the terms ofreference which is prepared incompliance with Section 177 of the Companies Act2013 andSEBI (LODR) Regulations 2015. During the financial year 2020-21 the committee met Four(4) times as on 29.06.202028.08.202029.10.202012.02.2021.
The Company Secretary acts as Secretary to the Audit Committee. The details of member'sattendance at the Audit committee meeting during the year are given below:
|Sr. No. ||Name ||Position ||No. of audit Committee Meeting ||Meeting Attended |
|1 ||Shri Anil Kumar Dasot ||Chairman ||4 ||3 |
|2. ||Shri Anil Laddha ||Member ||4 ||3 |
|3. ||Shri S.S. Mukhija ||Member ||4 ||3 |
Vigil Mechanism/Whistle Blower Policy
In pursuance of section 177 (9) of the Companies Act 2013 the Company has establisheda Vigil Mechanism/Whistle Blower Policy for Directors and employees to report genuineconcern. The whistle blower policy of the company is available on company's website(http://www.nutechglobal.com).
iii) NOMINATION & REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee is duly constituted in accordance with SEBI(LODR) Regulations 2015 and Section 178 of the Companies Act 2013 read with Rule 6 of theCompanies (Meetings of the Board and its Powers) Rules. 2014 as amended from time to time.It adheres to the terms of reference which is prepared incompliance with Section 177 ofthe Companies Act2013 and SEBI (LODR) Regulations 2015The Nomination & RemunerationPolicy is posted on the Company's website at the web link as: (https: / /wwwnutechglobal.com).
Terms of Reference
i) Formulation of the criteria for determining qualifications positive attributes andindependence of a director and recommend to the Board a policy relating to theremuneration of the Directors key managerial personnel and other employees;
ii) Formulation of criteria for evaluation of performance of the Independent Directorsand the Board of directors and policy on Board Diversity;
iii) Identifying persons who are qualified to become directors and who may be appointedin senior management in accordance with the criteria laid down and recommend to the boardof directors their appointment and removal;
iv) Whether to extend or continue the term of appointment of the independent directoron the basis of the report of performance evaluation of independent directors.
Meetings and Attendance
The committee met two times during the year as on 29.06.2020 and 28.08.2020.The CompanySecretary acts as Secretary to the Nomination and Remuneration. The details of member'sattendance at the Nomination and Remuneration Committee meeting during the year are givenbelow: -
|Sr. No. ||Name ||Position ||No. of Committee Meeting ||Meeting Attended |
|1 ||Shri Anil Kumar Dasot ||Chairman ||2 ||2 |
|2. ||Shri Anil Laddha ||Member ||2 ||1 |
|3. ||Shri S.S. Mukhija ||Member ||2 ||2 |
Nomination Remuneration & Evaluation Policy
In pursuant to provisions of section 178 of the Companies Act 2013 the Board ofDirectors approved Nomination Remuneration & Evaluation Policy for appointmentremuneration & evaluation of the Directors Key Management Personnel & SeniorManagement Personnel. More details pertaining to the same are given in "NominationRemuneration & Evaluation Policy".
The Board of Directors carried out annual performance evaluation of the Boardcommittee thereof and Directors as per the criteria laid down in the "NominationRemuneration & Evaluation Policy" and found their performance satisfactorily.
iv) STAKE HOLDERS' RELATIONSHIP COMMITTEE:
The Stakeholders Relationship Committee is constituted incompliance with therequirements of Section 178 of the Companies Act 2013. During the financial year 2020-21the Committee met one (1) time as on 28.08.2020.
The Committee comprises of three directors all of whom are non-executive and chairmanof the committee is a non-executive director.
The Company Secretary acts as Secretary to the Stakeholders Relationship Committee. Thedetails of member's attendance at the Stakeholders Relationship committee meeting duringthe year are given below: -
|Sr. No. ||Name ||Position ||No. of Meetings ||Meeting Attended |
|1. ||Shri.S.S. Mukhija ||Chairman ||1 ||1 |
|2. ||Shri Anil Kumar Dasot ||Member ||1 ||1 |
|3. ||Shri Anil Laddha ||Member ||1 ||1 |
V) COMPLIANCES REGULATIONS 13(3) OF THE SEBI (LISTING OBLIGATION AND DISCLOSUREREQUIREMENTS) REGULATION 2015
The details of complaints received and resolved during the year 2020-2021 are as under:- No. of complaints received from Shareholders/Stock Exchange/SEBI : Nil
No. of complaints not resolve : Nil
Ms. Shubhangi Janifer Company Secretary of the Company is the Compliance Officer ofthe Company
vi) GENERAL BODY MEETING:
Location and time where last three Annual Meetings were held:
|Date of AGM ||Relevant Financial Year ||Venue/Location where AGM held ||Time of Meeting |
|29 Sept. 2018 ||2017-18 ||Mukhija Chambers 5 Saraswati Marg Opp. Lane Raymond M.l. Road Jaipur ||11.00 A.M. |
|30 Sept. 2019 ||2018-19 ||Mukhija Chambers 5 Saraswati Marg Opp. Lane Raymond M.l. Road Jaipur ||11.00 A.M. |
|30 Sept. 2020 ||2019-20 ||E-149 RIICO Industrial AreaBhilwara-311001 Rajasthan ||11.00 AM. |
- No special resolution requiring postal ballot is being placed before the shareholdersfor approval at this meeting.
- No special resolution through postal ballot was passed during the year under review.
- Company proposed special resolutions in 36th AGM held on 30"'September 2020 for the re appointment of Mr. Rajeev Mukhija (DIN:00507367) as a ManagingDirector for three years effective from 1!t January2021.
vii) RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arm's length basis and are incompliance with the applicable provisions of the Act. There is no materially significantrelated party transaction with Promoters Directors or Key Management Personnel which mayhave potential conflict with the interest of the Company at large. There are no materialsubsidiary Companies as define inRegulation16 (c) of the SEBI (Listing Obligations andListing Requirements) Regulations 2015. During the year the Company has entered intorelated party transactions under the section 188 of the Companies Act 2013 and theparticulars of contracts or arrangements with related parties are and Form AOC-2 isenclosed as Annexure - III.
viii) LOANS GUARANTEES OR INVESTMENTS:
During the year under review the Company has not given any Loan Guarantee or providedSecurity in connection with a loan nor has made any investment under the section 186 ofthe Companies Act 2013.
ix) PUBLIC DEPOSITS:
During the period under review your Company has not Accepted any public inviteddeposits from the public during the year ended March 312021. There were no unclaimed orunpaid deposits as on March 312021.
x) COMMENTS ON AUDITORS' REPORTS:
There is no adverse remark or comments in the Statutory Auditors Report and thereforeno comments are required in the Directors' Report.
xi) PARTICULARS OF EMPLOYEES a ANALYSIS OF REMUNERATION:
Particulars of employees and analysis of remuneration as required under section 197(12) of the Companies Act 2013 read with Rule 5(1) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as Annexure - IV.
Details of the top ten employees in terms of remuneration drawn and name of everyemployee of the Company as required pursuant to 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are enclosed as AnnexureV.
XII) MATERIAL CHANGES BETWEEN THE DATE OF THE BOARD REPORT AND END OF FINANCIAL YEAR:
There have been no material changes and commitments if any affecting the financialposition of the Company which have occurred between the end of the financial year of theCompany to which the financial statements relate and the date of the report.
xiii) SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS ORCOURTSORTRIBUNALIMPARTING THE GOING CONCERN STATUS AND COMPANY'S OPERATION IN FUTURE:
During the year under review there has been no such significant and material orderspassed by the regulators or courts or tribunals impacting the going concern status andcompany's operations in future.
xiv) EXTRACT OF ANNUAL RETURN:
The extract of the Annual Return in Form MGT-9 as required under section 92(3) of theCompanies Act 2013 read with the Companies (Management and Administration Rules) 2014 isenclosed as Annexure- VI. The same is available on the website of the Company atwww.nutechglobal.com.
xv) NON APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI(LISTINGOBLIGATIONS ANDDISCLOSURE REQUIREMENTS) REGULATION 2015:
Your company is falling under Regulation 15(2) of SEBI (Listing Obligations 6tDisclosure Requirements) Regulations 2015; hence the provisions of Corporate Governanceviz. Regulation 17 to 27 and clauses (b) to (i) of sub-regulation (2) of Regulation 46 andPara C D and E of Schedule V of SEBI (LODR) 2015 are not applicable to your Company.
xvi) MISCELLANEOUS DISCLOSURES:
Details about risk management have been given in the Management Discussion &Analysis.
The company does not have any subsidiary joint venture and associate company.
The Company is having adequate Internal Financial Control with reference to theFinancial Statements.
During the year review there were no cases filed pursuant to Sexual Harassmentof Woman at workplace (Prevention Prohibition and Redressal)Act 2013.
Your directors place on records their deep appreciation to employees at all levels fortheir hard work dedication and commitment. We would like to thank all our clientscustomers vendors dealers bankers investors other business associates Central andState Government for their continued support and encouragement during the year and theirconfidence towards the management.