Your Directors have pleasure in presenting their 34thAnnual Report on thebusiness and operations of your Company and the Audited Accounts for the year ended 31stMarch 2018.
(Amount in Rs.)
|Particulars ||For the Year ended 31st March 2018 ||For the Year ended 31st March 2017 |
|Revenue from Operations ||360048272 ||387618865 |
|Profit before depreciation & Tax ||6841389 ||6990455 |
|Less: Depreciation ||5852168 ||5991835 |
|Profit before Tax ||989221 ||998620 |
|Current Tax ||800512 ||281921 |
|Deferred Tax Provision ||-1538693 ||18665 |
|Profit after Tax ||1727401 ||698034 |
|Other Comprehensive Income (OCI) ||- ||- |
|Profit after Tax(Net of OCI) ||1727401 ||698034 |
|Profit brought forward from last year ||21403639 ||20705605 |
|Profit carried over to Balance Sheet ||23131040 ||21403639 |
The Company has recorded sales of Rs. 3600.49 lakh for the current year 2017-18 ascompared to Rs. 3876.18 Lakhin the previous year 2016-17. The Net Profit for the yearunder review amounted toRs. 17.27 lakhin the current year as compared to Rs. 6.98 Lakhinthe previous year.
The Board of Directors does not recommend any dividend for the year.
TRANSFER TO RESERVES:
The Company has not transferred any amount to reserves.
CORPORATE SOCIAL RESPONSIBILTY:
The company does not meet the criteria of Section 135 of Companies Act 2013 read withthe Companies (Corporate Social Responsibility Policy) Rules 2014 so there is norequirement to adhere the provision of Corporate Social Responsibility activities.
(i) Smt. Radhika Mukhija Director of the Company retire by rotation at the ensuingAnnual General Meeting and being eligible offer herself for re-appointment.
(ii) All Independent Directors have given declarations that they meet the criteria ofIndependence as laid down under Section 149(6) of the Companies Act 2013 and Regulation25 of the SEBI (Listing Obligations and Listing Requirements) Regulations 2015.
(iii) The Company has appointed two new Directors Mrs. Minal Mukhija (DIR- 01325178)and Mr. Mayank Jagga (DIN- 07964432) as Additional Director of the company under section161 of Companies Act 2013 due to disqualification of existing director on recommendationof Nomination and remuneration committee.
M/s O.P. Dad & Co. Chartered Accountants (FRN. 002330C) were appointed asStatutory Auditors of the Company at the AGM held on September 29 2017 for a term ofthree consecutive years i. e. until the conclusion of the 36th AGM. Further M/sO.P.Dad& Associates have confirmed their independence and eligibility under theprovisions of the Act and Listing Regulations. The report of the Statutory Auditors alongwith notes to Schedules is enclosed to this Report. The observations made in theAuditors Report are self-explanatory and therefore do not call for any furthercomments.
Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has re-appointed V.K. Goyal & Co. Cost AccountantBhilwaraand an Internal Auditor for Financial Year 2017-18. Due to death of Mr. V K Goyal theywere ineligible for re-appointment as Internal Auditor for the F.Y. 2018-19 so the Boardof Director appointed M/s Dinesh Agal & Company Chartered Accountants (FRN.016806C)as the internal auditors of the Company. The role of internal auditors includes but notlimited to review of internal audit observations and monitoring of implementation ofcorrective actions required reviewing of various policies and ensure its properimplementation reviewing of SOPs and there amendments if any.
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 R K Jain & Associates Company Secretaries Bhilwara to undertake theSecretarial Audit of the Company. The details forming part of Secretarial Audit Report forfinancial year 2017-18 in Form MR -3 is enclosed herewith as per Annexure I. There are noreservations qualifications adverse remark or disclaimer contained in the SecretarialAudit Report.
MANAGEMENT DISCUSSIONS & ANALYSIS:
In pursuant to Regulation 34(3) of the SEBI (Listing Obligations and DisclosuresRequirements) Regulation 2015 the Report on Management Discussions & Analysis hasbeen incorporated in the Annual Report and forms an integral part of the DirectorsReport.
DIRECTORS RESPONSIBILITY STATEMENT:
To the best of our knowledge and belief and according to the information andexplanations obtained we make the following statements in terms of section 134(3)(c) ofthe Companies Act 2013:
a. that in the preparation of the annual financial statements for the year ended 31stMarch 2018 the applicable accounting standards have been followed along with properexplanation relating to material departures if any;
b. that such accounting policies as mentioned in Note one of the notes to the FinancialStatements have been selected and applied consistently and judgment and estimates havebeen made that are reasonable and prudent so as to give a true and fair view of the stateof affairs of the Company as at 31st March 2018 and of the profit of the Company for theyear ended on that date;
c. that proper and sufficient care has been taken 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 the annual financial statements have been prepared on a going concern basis;
e. that the internal financial controls were in place and that the internal financialcontrols were adequate and were operating effectively;
f. that the system to ensure compliance with the provisions of all applicable laws werein place and were adequate and operating effectively.
HUMAN RESOURCE DEVELOPMENT:
Your Company treats its human resources as its important asset and believes in itscontribution to the all-round growth of your Company. The Company owes its success to itsloyal and efficient human asset. The Company believes that by effectively managing anddeveloping human resources it can achieve its vision. A significant effort has beenundertaken to develop leadership as well as technical/ functional capabilities in order tomeet future talent requirement.
ENERGY CONSERVATION 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 AnnexureII.
OTHER 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 Seven 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 31st March 2018are appended 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 ||Executive& Woman (Promoter Group) |
|ShriMayankJagga ||Additional Director |
|Smt. MinalMukhija ||Additional Director |
|Shri Anil Laddha ||Non-Executive & Independent |
|Shri Anil Dasot ||Non-Executive & Independent |
No. of Board Meetings & General Meeting
During the review Seven (7) Board meeting were held the date being30.04.2017
30.05.2017 11.08.2017 08.09.2017 13.10.2017 14.11.2017 10.02.2018. The 33rdAGMwas held on 29th September 2017.
|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.S.S.Mukhija ||Promoter Non-executive Director) ||4 ||Yes ||Nil |
|Sh.Rajeev Mukhija ||Promoter Executive Director (M.D.) ||4 ||No ||Nil |
|Smt. Radhika Mukhija ||Director ||6 ||Yes ||Nil |
|Sh. Anil Ladha ||Independent Non Executive Director ||5 ||No ||Nil |
|Sh. Anil Dasot ||Independent) Non Executive Director ||4 ||No ||Nil |
|Mr. Mayank Jagga ||Additional Director ||2 ||Yes ||Nil |
|Mrs. Minal Mukhija ||Additional Director ||2 ||No ||Nil |
Independent Directors Meeting
Schedule IV of the Companies Act 2013 and the rules under it mandate that theindependent directors of the company hold at least one meeting in a year without theattendance of non-independent directors and members of the management. It is recommendedthat all the independent directors of the company be present at such meetings. Thesemeetings are expected to review the performance of nonindependent directors and board as awhole as well as performance of the chairman of the board taking into account the viewsof the executive directors and non-executive directors; assess the quality quantity andtimeliness of the flow of information between the management and the board that isnecessary for it to effectively and reasonably perform its duties.
Even before the Companies Act 2013 came into effect; our Boards policy requiredour independent director to hold quarterly meetings attended exclusively by theindependent directors. At such meetings the independent directors discuss among
other matters the performance of the company and risk faced by it the flow ofinformation to the Board competition strategy leadership strengths and weaknessesgovernance compliances Board movements human resource matters and performance of theexecutive members of the Board including the Chairman.
During the year under review the Independent Directors viz Shri Anil DasotShri Anil Laddha met on 30th May 2017.
Committees of The Board
The Board of Directors has constituted following Committees of the Board viz.
i) Audit Committee
ii) Nomination &Remuneration 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 NonExecutiveIndependent 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 and the Company Secretary acts as the Secretary of the Audit Committee.
Term of Reference
i) Oversight of the companys financial reporting process and the disclosure ofits financial information to ensure that the financial statement is correct sufficientand credible.
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 board termsof reference of Audit Committee are in accordance with the provisions ofthe Companies Act 2013. During the year under review four meetings of the Audit Committeewere held the date being 30.05.2017 11.08.2017
The Composition and attendance of the members of the Audit Committee Meeting are asunder:-
|Sr. No. ||Name ||Position ||No. of audit Committee Meeting ||Meeting Attended |
|1 ||Shri Anil Dasot ||Chairman ||4 ||4 |
|2. ||Shri Anil Laddha ||Member ||4 ||4 |
|3. ||Shri S.S. Mukhija ||Member ||4 ||2 |
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 companys website (http://www.nutechglobal.com/).
iii) NOMINATION &REMUNERATION COMMITTEE:
The Nomination and Remuneration Committee was constituted on 12.04.2001 30.10.2002 andreconstituted on 01.01.2009 and in order to comply with the provisions of Section 178 ofthe Companies Act 2013 &Regulation 19 of the SEBI (Listing Obligations and ListingRequirements) Regulations 2015 the name of the committee has been changed to"Nomination and Remuneration Committee" w.e.f. 24.05.2014.The Nomination &Remuneration Policy is posted on the Companys website at the web link as: https://www.nutechglobal.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 board terms of reference of Nomination and Remuneration Committee are in accordancewith the provisions of Section 178 of the Companies Act 2013.The committee met 3 timesduring the year as on 30.05.2017 08.09.2017 13.10.2017. The Composition and meetings ofthe members of the Nomination and Remuneration Committee Meeting is as under:-
|Sr. No. ||Name ||Position ||No. of Committee Meeting ||Meeting Attended |
|1 ||Shri Anil Dasot ||Chairman ||3 ||3 |
|2. ||Shri Anil Laddha ||Member ||3 ||3 |
|3. ||Shri S.S. Mukhija ||Member ||3 ||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 "Share Transfer & Investors Grievance Committee" wasconstituted on 22.03.2002 and reconstituted on 20.10.2002 and in compliance with theprovisions of section 178 of the Companies Act 2013 the Board has named the committee as"Stake Holders Relationship Committee" w.e.f. 24.05.2014.The committee considersand approves various requests for transfer transmission sub-division consolidationrenewal exchange issue of new certificates in replacement of old ones Dematerializationof shares non-receipt of declared Dividend Annual Reports and to redress the grievancesof the investors as may be received from time to time. The committee meets as and whenrequired and shares are transferred within 15 days from the date of receipt of validtransfer request.
The Committee comprises of three directors all of whom are non-executive and chairmanof the committee is a non-executive director.
Meetings and Attendance
The Committee met four during the year. The meetings were held on 30.05.201711.08.2017 14.11.2017 10.02.2018.
Details of meetings attended by each member are as under:-
|Sr. No. ||Name ||Position ||No. of Meetings ||Meeting Attended |
|1. ||Shri.S.S. Mukhija ||Chairman ||4 ||4 |
|2. ||Shri Anil Dasot ||Member ||4 ||4 |
|3. ||Shri Anil Laddha ||Member ||4 ||2 |
The details of complaints received and resolved during the year 2017-18 are as under:-
|No. of complaints received from Shareholders/Stock Exchange/SEBI ||: Nil |
|No. of complaints not resolve ||: Nil |
Ms. Monika Jain Company Secretary of the Company is the Compliance Officer of theCompany.
v) GENERAL BODY MEETING:
Location and time where last three Annual Meetings were held:
|Date of AGM ||Relevant |
|Venue/Location where AGM held ||Time of Meeting |
|30 Sept. 2015 ||2014-15 ||Mukhija Chambers 5 Saraswati Marg Opp. Lane Raymond M.I. Road Jaipur ||11.00 A.M. |
|30 Sept. 2016 ||2015-16 ||Mukhija Chambers 5 Saraswati Marg Opp. Lane Raymond M.I. Road Jaipur ||11.00 A.M. |
|29 Sept. 2017 ||2016-17 ||Mukhija Chambers 5 Saraswati Marg Opp. Lane Raymond M.I. Road Jaipur ||11.00 A.M. |
- 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.No Extra Ordinary General meetings of the members held during the year.
- Company proposed two special resolutions in 33rd AGM held on 29thSeptember 2017 for the re appointment of Rajeev Mukhija (Din-00507367) as ManagingDirector and Mrs. Radhika Mukhija (Din- 00507397) as Whole Time Director and membersapproved the resolution of re appointment of Managing Directors and rejected theresolution of appointment of Whole Time Director.
vi) Indian Accounting Standards (IND AS)
The Company adopted Ind AS from the current financial year with the transition date of1st April 2017. As required under Ind AS the comparative period financial
statements have been restated for the effects of Ind AS. The effect of the transitionhas been explained in more detail in the notes to the financial statements.
vii) RELATED PARTY TRANSACTIONS:
All the related party transactions are entered on arms 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 theSEBI (Listing Obligations andListing Requirements) Regulations 2015. During the year the
Company has not entered into any related party transactions under the section 188 ofthe Companies Act 2013 and the particulars of contracts or arrangements with relatedparties are Nil and Form AOC-2 is enclosed as Annexure - III.
viii) LOANS GUARANTEES OR INVESTMENTS:
The Company has not given any Loan Guarantee and also not made any Investments underthe section 186 of the Companies Act 2013.
The Company has not invited/accepted any deposits from the public during the year endedMarch 31 2018. There were no unclaimed or unpaid deposits as on March 31 2018.
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 & 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(A).
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 Annexure-IV(B).
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 OR COURTS OR TRIBUNALIMPARTING THE GOING CONCERN STATUS AND COMPANYS OPERATION IN FUTURE:
During the year management came to knowledge about the disqualification under Section164(2) of the Companies Act 2013 of the Managing Director Shri Rajeev Mukhija(Din-00507367) and Non-Executive Director Shri Shyam Sunder Mukhija (Din-01552629) as on12.10.2017.
This disqualification occurred due to non-filing of Annual Returns of previousfinancial of a company named Future Outsourcing Management Services Private Limited havingCIN-U74140RJ2008PTC026544 in which both of these was directors. Then the Registrar ofCompanies struck off the above company and disqualified all the directors for the same.Then the company took the appropriate action against the removal of disqualification. Andwhich the company had applied in the Hon'bleHigh Court for removal of suchdisqualification and Hon'ble Delhi High Court Delhi vide W. P. (C) 2053/2018 &CMAPPL.8463/2018 dated 8th March 2018 has granted the stay for disqualification.
xiv) EXTRACT OF ANNUAL RETURN:
The details forming part of the extract of the Annual Return is enclosed as Annexure- V
xv) NON APPLICABILITY OF CORPORATE GOVERNANCE PROVISIONS OF SEBI (LISTING OBLIGATIONSAND DISCLOSURE REQUIREMENTS) REGULATION 2015:
Your company is falling under Regulation 15(2) of SEBI (Listing Obligations &Disclosure 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 VofSEBI (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.
Directors wish to express their grateful appreciation for assistance and co-operationreceived from various Departments of Central & State Governments and Banks during theyear under review. Your Directors also wish to place on record their appreciation for thecommitted services of all the associates vendors of the Company.
| ||On behalf of the Board of Directors |
| ||Sd/- |
| ||(RAJEEV MUKHIJA) |
| ||Managing Director |
|Place: Bhilwara ||DIN 00507367 |
|Dated: 30th May 2018 ||' Sd/- |
| ||(SHYAM SUNDER MUKHIJA) |
| ||Director |
| ||DIN 01552629 |