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Nutech Global Ltd.

BSE: 531304 Sector: Industrials
NSE: N.A. ISIN Code: INE960H01012
BSE 00:00 | 12 May 19.75 0.85
(4.50%)
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19.75

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19.75

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19.75

NSE 05:30 | 01 Jan Nutech Global Ltd
OPEN 19.75
PREVIOUS CLOSE 18.90
VOLUME 21
52-Week high 20.00
52-Week low 12.84
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00
OPEN 19.75
CLOSE 18.90
VOLUME 21
52-Week high 20.00
52-Week low 12.84
P/E
Mkt Cap.(Rs cr) 6
Buy Price 0.00
Buy Qty 0.00
Sell Price 0.00
Sell Qty 0.00

Nutech Global Ltd. (NUTECHGLOBAL) - Director Report

Company director report

To

The Members

Your Directors have pleasure in presenting their 36thAnnual Report on thebusiness and operations of your Company and the Audited Accounts for the year ended 31stMarch 2020.

FINANCIAL RESULTS:

(Amount in Rs.)

Particulars For the Year ended 31st March 2020 For the Year ended 31st March 2019
Revenue from Operations 362245871 357372432
Profit before depreciation & Tax 4169133 6105510
Less: Depreciation 5196170 5070007
Profit before Tax -1027037 1035503
Current Tax 0 243745
Deferred Tax Provision -256226 -27873
Profit after Tax -770811 819632
Other Comprehensive Income (OCI) - -
Profit after Tax(Net of OCI) -770811 819632
Profit brought forward from last year 23950671 23131040
Profit carried over to Balance Sheet 23179859 23950672

OPERATIONAL REVIEW:

The Company has recorded sales of Rs.3622.45lakhfor the current year2019-20 as comparedto Rs. 3573.72 Lakh in the previous year 2018-19. The Net Loss for the year under reviewamounted toRs.7.70lakhin the current year as compared to profit of Rs.8.19Lakhin theprevious year due to changes in tax regime and towards end of the year under review theCOVID-19 pandemic disrupted the business climate culminating in the nation-wide lockdownin India and several other parts of the globe.

SHARE CAPITAL:

There was no change in the share capital of the Company during the financial year2019-20.

DIVIDEND:

The Board of Directors does not recommend any dividend for the year.

TRANSFER TO RESERVES:

The Company has not transferred any amount to reserves.

CHANGE IN NATURE OF BUSINESS:

There is no change in nature of business of the company.

CHANGE IN REGISTERED ADDRESS OF COMPANY:

The Registered Address of the Company has been changed w.e.f 30thSeptember2019. The Company Previous address was Mukhija Chambers 5 Saraswati Marg Opp.Lane Raymond M.l. Road Jaipur-302001 changed to E-149 RIICO Industrial Area Bhilwara-311001 Rajasthan.

LISTING WITH STOCK EXCHANGE:

The equity shares of the Company are listed on BSE (Bombay Stock Exchange). The Listingfee for the financial year 2020-2021 has been paid by the Company.

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.

DIRECTORS AND KEY MANAGERIAL PERSONNEL:

(i) In terms of the relevant provisions of the Companies Act 2013 Smt. Radhika Mukhija(DIN:00507397) Director of the Company retire by rotation at the ensuing Annual GeneralMeeting and being eligible offer herself for reappointment.

(ii) The Independent Directors of the company - Mr.Anil Kumar Dasot (DIN: 01325203)andMr.Anil Ladha (DIN: 00251432)have submitted declaration complying with 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.

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.

STATUTORY AUDIT:

M/s O.P. Dad & Co..Chartered Accountants (FRN. 002330C) were appointed as StatutoryAuditors of the Company at the AGM held on September 29 2017 for a term of threeconsecutive years whose tenure expires at the conclusion of ensuing Annual GeneralMeeting. The Board of Directors in their meeting recommended to appoint RHDA a Associates(Firm Registration No 014438C) as a Statutory Auditors of Company to hold office untilthe conclusion of the 39thAnnual General Meeting of the company subject toconfirmation by members in ensuing Annual General meeting.

Further RHDA a Associates (Firm Registration No 014438C have confirmed theirindependence and eligibility under the provisions of the Act and Listing Regulations.Pursuant to the amendments made to Section 139 of the Companies Act 2013 by the Companies(Amendment) Act 2017 effective from May 7 2018.

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.

INTERNAL AUDIT:

Pursuant to Section 138 of the Companies Act 2013 read with The Companies (Accounts)Rules 2014 the Company has appointed M/s S P Kacholiya & Associates(FRN No. 022674C)in place of M/s Dinesh Agal& Co. Chartered Accountants (FRN-016806C ) for the FY2020-21 as Internal Auditor 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.

SECRETARIAL AUDIT:

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 2019-2020 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 8 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 8: Analysis has been incorporated in the Annual Report and forms an integralpart of the Directors' Report.

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 31stMarch2020 the applicable accounting standards have been followed along with proper explanationrelating to material departures if any;

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 2020 and of the profit of theCompany for the year 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 2013a SECRETARIAL STANDARD -1:

1) 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 31st March 2020are 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 Executives; Woman (Promoter Group)
Shri Anil Laddha Non-Executive & Independent
Shri Anil Kumar Dasot Non-Executive & Independent

• No. of Board Meetings a General Meeting

During the review five (5) Board meeting were held the date being 29thApril2019; 30th May 2019; 13th August 2019; 13thNovember2019;and 30th January 2020. The 35™AGM was held on 30thSeptember 2019.

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.) 5 YES Nil
Smt.Radhika Mukhija Director 5 YES Nil
Sh. Anil Ladha Independent Non Executive Director 4 YES Nil
Sh. Anil Kumar Dasot Independent) Non Executive Director 4 YES 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 non-independent directors and board asa whole as well as performance of the chairman of the board taking into account theviews of the executive directors and non-executive directors; assess the quality quantityand timeliness 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 Board's policy required ourindependent director to hold quarterly meetings attended exclusively by the independentdirectors. At such meetings the independent directors discuss among other matters theperformance of the company and risk faced by it the flow of information to the Boardcompetition strategy leadership strengths and weaknesses governance compliances

Board movements human resource matters and performance of the executive members of theBoard including the Chairman.

During the year under review the Independent Directors viz Shri Anil KumarDasot Shri Anil Laddha met on 30th May 2019.

• 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:

• Composition

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 and the Company Secretary acts as the Secretary of the Audit Committee.

• 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 board terms of reference of Audit Committee are in accordance with the provisionsof the Companies Act 2013. During the year under review four meetings of the AuditCommittee were held the date being 30.05.201913.08.2019 13.11.2019 30.01.2020.

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 Kumar Dasot Chairman 4 4
2. Shri Anil Laddha Member 4 4
3. Shri S.S. Mukhija Member 4 3

• Vigil Mechanlsm/Whlstle 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 genuine concern.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 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 Company's 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 two timesduring the year as on 30.05.2019.

The Composition and meetings of the members of the Nomination and RemunerationCommittee Meeting is as under:-

Sr. No. Name Position No. of Committee Meeting Meeting Attended
1 Shri Anil Kumar Dasot Chairman 2 2
2. Shri Anil Laddha Member 2 2
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 Et Evaluation Policy".

• Performance Evaluations

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" was constituted on22.03.2002 and reconstituted on 20.10.2002 and in compliance with the provisions ofsection 178 of the Companies Act 2013 the Board has named the committee as "StakeHolders Relationship Committee" w.e.f. 24.05.2014.The committee considers andapproves 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.

• Composition

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 Seven(7) times during the year. The meetings were held on11thApril2019; 12th April2019; 13th April2019; 01" May2019; 10thMay2019 18th May2019 and 07th June2019.

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 7 7
2. Shri Anil Kumar Dasot Member 7 6
3. Shri Anil Laddha Member 7 7

V) COMPLIANCES REGULATIONS 13(3) OF THE SEBI (LISTING OBLIGATION AND DISCLOSUREREQUIREMENTS) REGULATION 2015

The details of complaints received and resolved during the year 2019-20 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 Finan Year Venue/Location where AGM held Time of Meeting
29 Sept. 2017 2016-17 Mukhija Chambers 5 SaraswatiMarg Opp. Lane Raymond M.l. Road Jaipur 11.00 A.M.
29 Sept. 2018 2017-18 Mukhija Chambers 5 SaraswatiMarg Opp. Lane Raymond M.l. Road Jaipur 11.00 A.M.
30 Sept. 2019 2018-19 Mukhija Chambers 5 SaraswatiMarg Opp. Lane Raymond M.l. 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.

One Extra Ordinary General meeting of the members was held on 25th May 2019for the continuation of Directorship of Mr. Shyam Sunder Mukhija (DIN:01552629)Non-Executive Director who has attained the age of 75 years.

Company proposed special resolutions in 35th AGM held on 30thSeptember 2019 for the re appointment of Shri. Anil Ladha (DIN:00251432) and Shri. AnilKumar Dasot (DIN:01325203) as an Independent Director for second term.

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:

The Company has not given any Loan Guarantee and also not made any Investments underthe section 186 of the Companies Act 2013.

IX) DEPOSITS:

The Company has not invited/accepted any deposits from the public during the year endedMarch 31 2020. There were no unclaimed or unpaid deposits as on March 31 2020.

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 Annexure—V.

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 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 details forming part of the extract of the Annual Return as per section 92 in FormMGT-9 is enclosed as Annexure- VI

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 6Disclosure Requirements) Regulations 2015; hence the provisions of Corporate Governanceviz. Regulation 17 to 27 and clauses (b) to (i) of subregulation (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.

ACKNOWLEDGEMENTS:

Your Directors place on record 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.

On behalf of the Board of Directors
Sd/-
(RAJEEV MUKHIJA)
Managing Director
Place: Bhilwara Sd/-
DIN 0507367
Dated:29.06.2020 (SHYAM SUNDER MUKHIJA)
Director
DIN 01552629

.