Mar 31, 2015
Dear Members.
We are happy to present on behalf of the Board of Directors, the Twenty
Second Annual Report on the business and operation of the Company
together with the Audited Statements of Accounts for the year ended
31st March, 2015.
Financial Highlights:
Particulars For the year For the year
ended 31st ended 31st
March, 2015 March, 2014
Standalone Standalone
Rs. in Crores Rs. in Crores
Income from Operation 66.05 139.23
Other Income 0.32 1.56
Total Income 66.37 140.79
Operational Expenses 65.03 137.98
Exceptional Items - 29.85
Total Expenses 65.03 167.83
Profit before Tax and Depreciation 1.34 (27.04)
Less, Depreciation 0.69 1.06
Profit before Tax 065 (28.10)
Profit after Tax' 0.38 (28.04)
Profit after Tax available for 0.38 (28.04)
appropriation
Balance to the credit of Profit and loss 0.38 (28.04)
Particulars For the year For the year
ended 31st ended 31st
March, 2015 March, 2014
Consolidated Consolidated
Rs. in Crores Rs. in Crores
Income from Operation 81.64 156.54
Other Income 0.32 1.56
Total Income 81.96 158.10
Operational Expenses 78.71 149.74
Exceptional Items - 31.75
Total Expenses 78.71 181.49
Profit before Tax and Depreciation 3.25 (23.39)
Less, Depreciation 7.16 7.24
Profit before Tax (3.91) (30.63)
Profit after Tax' (4.22) (30.33)
Profit after Tax available for (4.22) (30.33)
appropriation
Balance to the credit of Profit and loss (4.22) (30.33)
account
State of Affairs
FY2014-15 was a challenging year for the company, wherein the income
from operations decreased by around 52.56% to reach Rs.66.05 crores as
compared to Rs.139.23 crores during the last financial year. Other
income for the year also decreased to reach Rs..0.32 crores, compared
to Rs.1.6 crores in the previous year. Operational expenses for the
year were Rs..65.03 crores as compared to Rs.137.98 crores in previous
year. Exceptional items were nil as against Rs.29.85 crores in previous
year. As a result, PBDT (Profit before Tax and Depreciation) was
Rs.1.34 crores as against (Rs.27.04) crores for the previous year.
Consequently, PAT (Profit after Tax) was reported at Rs..0.38 crores as
compared to (Rs.28.04) crores in last year. The main reason for
decrease in Income from Operation as compared to previous year because
earlier the company was executing capital intensive products with lower
margin but in current year focus was on projects having more profits
even if it does not have volume.
Transfer to Reserves
The Company has carried balance of Rs.0.38 Crores to the Reserve &
Surplus Account of the Balance Sheet as on 31st March 2015.
Dividends
The Board has decided not to recommend any dividend for the year ended
31st March, 2015. The outstanding balance in the unpaid dividend
account 2009 as on date is Rs.98.175.
Investments
The total investment as on date in 100% subsidiaries Rs.348.62 Crores
and investment in equity shares & mutual funds are Rs. 13.71 Crores.
Public Deposits
Your Company has not accepted any deposits from the public during the
year under review.
Subsidiary Companies
As per the provisions of Section 129 of the Companies Act, 2013 read
with Companies (Accounts) Rules, 2014, a separate statement containing
the salient features of the financial statements of the subsidiary
Companies/Associate Companies/Joint Ventures is prepared in Form AOC-1
and same is enclosed to this Report as Annexure I.
Extract of Annual Return
As required pursuant to section 92(3) of the Companies Act, 2013 and
rule 12(1) of the Companies (Management and Administration) Rules,
2014, an extract of annual return in MGT 9 is attached as a part of
this Annual Report as
Annexure-II.
Quality
The Company is certified by ISO 9001:2008 and OHSAS18001: 2007 and the
Company has also got environmental management system certification EMS:
14001:2004. Our target for quality is to maintain and to improve the
quality of products and service, in order to meet consistently customer
requirements and internal needs and to the customers preferred partner.
Our management is committed to the safety of the company's operations
and in particular to the health and safety of employees, customers and
the public in general. The Company is also conscious about the
environment impact out of the operations of the company and has got
itself audited and certified under EMS as well.
SEBI Regulation & Listing Fees
The shares of the company are listed at Bombay Stock Exchange (BSE) and
National Stock Exchange of India (NSE) and the GDRs are listed at
Luxembourg Stock Exchange. The annual listing fees for the year under
review have been paid to Bombay Stock Exchange Limited (BSE) and
National Stock Exchange of India Limited (NSE).
Corporate Governance
Your company believes Corporate Governance is at the core of
stakeholder's satisfaction. Adequate steps have taken to adhere to all
the stipulations laid down in Clause 49 of the Listing Agreement. A
report on Corporate Governance is attached elsewhere in this Annual
Report along with the Certificate of CS. Sukesh Saini, Practicing
Company Secretary on the compliance thereof.
Board of Directors
The Board of Directors comprises of 6 directors. Out of which one is
executive, two are non-executive rotational directors, two are
Independent Directors and one is Additional (Independent) Director. Out
of two executive Directors, Mrs. Sumati Sharma is retiring by rotation
and has expressed her willingness to be reappointed as director. The
Board has appointed Ms. Nitika as Additional Director on 15th May,
2015. Her appointment will come to an end at the commencement of
ensuing 22nd Annual General Meeting if it is not regularized by the
shareholders at their meeting. Ms. Nitika has declared that she is not
disqualified to be appointed as director of the company. The Board
recommends her regularization as Independent Director not liable to
retire by rotation.
Policy on Directors' Appointment & Remuneration
The policy of the Company for Appointment & Remuneration of Directors,
Key Managerial Personnel & Senior Employees including the criteria for
determining qualifications, positive attributes and independence of a
director and recommending to the Board relating to the remuneration for
the directors, key managerial personnel and other employees as provided
under Section 178(3) of the Companies Act, 2013, adopted by the Board
is enclosed as Annexure III to this Annual Report.
Declaration from Independent Directors on Annual Basis
The Company has received necessary declaration from each Independent
Director of the Company under Section 149(7) of the Companies Act, 2013
that the Independent Directors of the Company meet with the criteria of
their Independence laid down in Section 149(6).
Statement of particulars of appointment and remuneration of managerial
personnel:
The Statement of particulars of Appointment and Remuneration of
Managerial personnel as per Rule 5 of Companies (Appointment and
Remuneration of Managerial Personnel) Rules, 2014 is 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 that year which, in the aggregate, was not less than
sixty lakh rupees; (ii) if employed for a part of the financial year,
was in receipt of remuneration for any part of that year, at a rate
which, in the aggregate, was not less than five lakh rupees per month;
(iii) if employed throughout the financial year or part thereof, was in
receipt of remuneration in that year which, in the aggregate, or as the
case may be, at a rate which, in the aggregate, is in excess of that
drawn by the managing director or whole-time director or manager and
holds by himself or along with his spouse and dependent children, not
less than two percent of the equity shares of the company.
Board Meetings:
The Board of Directors met eight (8) times during this financial year,
the details of which 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 the Companies Act, 2013.
Reappointment of Auditors
The Auditors of the Company M/s Sumanjeet Agarwal & Co., Chartered
Accountants are retiring at the ensuing Annual General Meeting. They
were appointed as Auditors of the Company at the Annual General Meeting
held on 29th September, 2014 for one year thereby completing their
first consecutive term of 5 years. As per the requirement of Section
139 reads with Rule 6 and all other applicable provisions of Companies
Act, 2013, M/s Sumanjeet Agarwal & Co., Chartered Accountants are
eligible to be appointed as Auditors of the Company for next 5 years.
The Auditors of the Company M/s Sumanjeet Agarwal & Co., Chartered
Accountants being eligible, have offered themselves for reappointment
for their second consecutive term of five years (subject to
ratification of their appointment at every AGM and fulfillment of all
other prescribed conditions). M/s Sumanjeet Agarwal & Co., Chartered
Accountants has also declared that they are not disqualified to be
appointed as Auditors of the Company for next term of five years. The
Board recommends re-appointment of M/s Sumanjeet Agarwal & Co.,
Chartered Accountants as Statutory Auditors of the Company.
Explanation to Auditor's qualification
The Auditors has observed while reporting under CARO that the company
has not deposited some statutory dues during the FY 2014-15. Since the
Company suffered huge losses during last Financial Year i.e FY 2013-14,
there was some liquidity issues, due to which some statutory dues have
not been paid. The Company has discharged full service tax liability
and substantial amount of other taxes including TDS have been paid. The
Directors are taking effective steps so that the rest of the
liabilities are paid at the earliest.
Secretarial Audit:
Secretarial Audit Report as provided by M/s Sukesh & Co., Practicing
Company Secretary is annexed to this Report as annexure V.
Particulars regarding conservation of energy, technology absorption,
and foreign exchange earnings and outgoings pursuant to provisions of
section 134(3)(m) of the companies act, 2013 read with The Companies
(Accounts) Rules, 2014.
(A) Conservation of energy:
(i) Steps taken or impact on conservation of energy: Not applicable
since the company is not engaged in the manufacturing activities.
Though the Company does not have energy intensive operations, it
continues to adopt energy conservation measures. Adequate measures have
been taken to conserve energy by using energy-efficient computers and
equipment with the latest technologies, which would help in
conservation of energy. As the cost of energy consumed by the Company
forms a very small portion of the total costs, the financial impact of
these measures is not material
(ii) Steps taken by the company for utilizing alternate sources of
energy including waste 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, cost reduction, product development, imports substitution,
etc: NIL
3. In case of imported technology (imported during the last 3 years
reckoned from the beginning of the financial year), following
information may be furnished:
(a) Details of technology 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 reasons therefore: NIL
4. Expenditure incurred on Research and Development: NIL
(C) Foreign exchange earnings and Outgo
There is Foreign exchange earnings of Rs.7.53 crores and the foreign
exchange expenditure of Rs.0.67 Crores during the year.
Composition of Audit Committee
The Audit Committee was constituted by our directors vide their Board
Meeting held on April 14, 2007 as per the requirements of Section 292A
of the Companies Act, 1956 and is re-constituted as per the
requirements under the Listing Agreement from time to time by our
Directors at their Board meeting. The Audit Committee consists of:
Mr. Rajiv Kumar Chairman (Independent Director)
Mr. Amar Sarin Member (Independent Director)
Mrs. Sumati Sharma Member (Non -Executive Director)
Two Third members of the audit committee are independent, whereas all
three members are non-executive directors and are "financially
literate". Rajiv Kumar is a qualified Chartered Accountant and can be
considered as having accounting or related financial management
expertise.
Composition of Stakeholder Relationship Committee
The Stakeholder Relationship Committee was re-constituted by our
Directors vide their Board Meeting held on 30th May, 2014. This
Committee is responsible for the smooth functioning 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 May, 2014, as per the Companies Act, 2013 and Listing Agreement
thereby reconstituting Remuneration Committee as framed earlier.
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)
Vigil Mechanism
The Board of Directors have adopted Whistle Blower Policy. The Whistle
Blower Policy aims for conducting the affairs in a fair and transparent
manner by adopting highest standards of professionalism, honesty,
integrity and ethical behavior. All permanent employees of the Company
are covered under the Whistle Blower Policy. A mechanism has been
established for employees to report concerns about unethical behavior,
actual or suspected fraud or violation of Code of Conduct and Ethics.
It also provides for adequate safeguards against the victimization of
employees who avail of the mechanism and allows direct access to the
Chairperson of the audit committee in exceptional cases.
Director's Responsibility Statement
The Directors Confirm as required under 134 (5) of the Companies Act,
2013:
* in the preparation of the annual accounts, the applicable accounting
standards had been followed along with proper explanation relating to
material departures;
* the directors had selected such accounting policies and applied them
consistently and made judgments and estimates that are reasonable and
prudent so as to give a true and fair view of the state of affairs of
the company at the end of the financial year and of the profit and loss
of the company for that period;
* the directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of this Act for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
* the directors had prepared the annual accounts on a going concern
basis; and
* the directors had laid down internal financial controls to be followed
by the company and that such internal financial controls are adequate
and were operating effectively.
* the directors had devised proper systems to ensure compliance with
the provisions of all applicable laws and that such systems were
adequate and operating effectively
Formal annual evaluation of Board:
Evaluation of all Board members is done on an annual basis. The
evaluation is done by the Board, Nomination and Remuneration Committee
and Independent Directors with specific focus on the performance and
effective functioning of the Board and Individual Directors.
A) Criteria for evaluation of Board of Directors as a whole
i. The frequency of meetings;
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 Individual Directors
i. Ability to contribute and monitor corporate governance practices;
ii. Ability to contribute by introducing best practices to address top
management issues;
iii. Participation in long term 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.
Particulars of loans, guarantees or investments:
The Company have duly complied with the provision of Section 186 of the
Companies Act, 2013 and it has taken
SECURED LOANS: NIL
UNSECURED LOANS: NIL
CURRENT/NON-CURRENT INVESTMENTS: NIL
GUARANTEES: NIL
SECURITIES EXTENDED: NIL
Risk Management Policy:
Risk Management Policy is framed based on Listing Agreement entered by
the Company with the Stock Exchange and under the provisions of the
Companies Act, 2013 and rules made there under. The objective of Risk
Management is to create and protect shareholder value by minimizing
threats or losses, and identifying and maximizing opportunities.
Corporate Social Responsibility Policy:
In pursuant to the provisions of section 135 and schedule VII of the
Companies Act, 2013, CSR Committee of the Board of Directors was formed
to recommend (a) the policy on Corporate Social Responsibility (CSR)
and (b) implementation of the CSR Projects or Programs to be undertaken
by the Company as per CSR Policy for consideration and approval by the
Board of Directors. The Corporate Social Responsibility (CSR) Committee
was constituted by our Directors vide their Board Meeting held on 30th
May, 2014 as per Section 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 crore in the Financial Year
2012-13, but the Company's profits were not enough to carry out the CSR
activities. Since the last three financial years, the Financial Results
of the company has recorded continuous financial strain thereby making
negative profits. Moreover during the financial year 2013, the company
has suffered exceptional loss of Rs. 29.85 crores. This resulted into
negative profit. Due to this, the company has not carried any CSR
activities but it will make all possible efforts to work hard and make
it possible to contribute itself to social cause.
Related Party Transactions:
During the Financial Year 2014-15, there are no contracts/arrangements
entered into by the company with related parties referred to in
sub-section (1) of section 188 of the Companies Act, 2013.
Management's Discussion & Analysis Report
The Management's Discussion & Analysis on the performance, industry
trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable are attached herewith as Annexure-VI.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers, suppliers,
bankers, business partners/associates, financial institutions and
Central and State Governments for their consistent support and
encouragement to the company. We also appreciate all employees of the
company for their hard work and commitment. Their dedication and
competence has ensured that the company continues to grow and achieve
its objectives.
Place: New Delhi BY THE ORDER OF THE BOARD
Date: 28th August, 2015
Chairman & Managing Director
Mar 31, 2014
Dear Shareholders.
We are happy to present on behalf of the Board of Directors, the Twenty
First Annual Report on the business and operation of the Company
together with the Audited Statements of Accounts for the year ended
31st March, 2014. Financial Highlights:
Particulars For the year For the year For the year For the year
ended 31st ended 31st ended 31st ended 31st
March, 2014 March, 2013 March, 2014 March, 2013
Standalone Standalone Consolidated Consolidated
Rs. in Crores Rs. in Crores Rs. in Crores Rs. in
Crores
Income from
Operation 139.23 119.21 156.54 153.20
Other Income 1.56 1.56 1.56 1.57
Total Income 140.79 120.78 158.10 154.77
Operational
Expenses 137.98 112.83 149.74 141.34
Exceptional
Items 29.85 0.74 31.75 2.86
Total Expenses 167.83 113.57 181.49 144.20
Profit before
Tax and
Depreciation (27.04) 7.21 (23.39) 10.56
Less,
Depreciation 1.06 1.11 7.24 6.79
Profit before
Tax (28.10) 6.09 (30.63) 3.77
Profit after Tax (28.04) 3.94 (30.33) 2.29
Profit after Tax
available for
appropriation (28.04) 3.94 (30.33) 2.29
Balance to the
credit of Profit
and loss (28.04) 3.94 (30.33) 2.29
account
FY2013-14 was a challenging year for the company, wherein the income
from operations increased by around 16.80% to reach Rs.139.23 crores as
compared to Rs.119.21crores during the last financial year. Other
income for the year was stable at Rs1.6crores, compared to Rs1.6 crores
in the previous year. Operational expenses for the year were
Rs.137.98crores as compared to Rs.112.83crores in previous year.
Exceptional items were Rs.29.85crores as against Rs.0.74 crores in
previous year due to liquidity damages of Rs.15.03crores and
Unserviceable projects under progress of Rs.14.82crores were written
off during the year. As a result, PBDT (Profit before Tax and
Depreciation) was (Rs.27.04)crores as against Rs7.21crores for the
previous year. Consequently, PAT (Profit after Tax) was reported at
(RS.28.04)crores as compared to Rs.3.94crores in last year.
Transfer to Reserves
The Company has carried balance of (Rs.28.04) Crores to the Reserve &
Surplus Account of the Balance Sheet as on 31st March 2014.
Dividends
The Board has decided not to recommend any dividend for the year ended
31st March, 2014. The outstanding balance in the unpaid dividend
account 2009 as on date is Rs.98,175.
Investments
The total investment as on date in 100% subsidiaries Rs.348.62 Crores
and investment in equity shares & mutual funds are Rs.13.88 Crores.
Subsidiary Companies
The statement pursuant to Section 212 (1) (e) of the Companies Act,
1956 in respect of subsidiaries is attached. The Consolidated Accounts
of your Company and its subsidiaries viz., Nu Tek (HK) Private Limited,
Nu Tek Europe sro and Ketun Energy Private Limited formerly known as Nu
Tek Energy Private Limited are presented as part of this Report in
accordance with Accounting Standard 21. The audited accounts of
overseas subsidiaries are also kept at the Company''s Corporate Office
for inspection by any investor and the copies of these audited accounts
will be made available on request of the investors at any point of
time. Further, the same can also be viewed on the Company''s website
www.nutek.in.
Quality
Earlier, the Company was certified by ISO 9001:2008 and OHSAS18001:
2007. The Company has also got environmental management system
certification EMS: 14001:2004 during last year. Our target for quality
is to maintain and to improve the quality of products and service, in
order to meet consistently customer requirements and internal needs and
to the customers preferred partner. Our management is committed to the
safety of the company''s operations and in particular to the health
and safety of employees, customers and the public in general. The
Company is also conscious about the environment impact out of the
operations of the company and has got itself audited and certified
under EMS as well.
SEBI Regulation & Listing Fees
The shares of the company are listed at Bombay Stock Exchange (BSE) and
National Stock Exchange of India (NSE) and the GDRs are listed at
Luxembourg Stock Exchange. The annual listing fees for the year under
review have been paid to Bombay Stock Exchange Limited (BSE) and
National Stock Exchange of India Limited (NSE).
Corporate Governance
Your company believes Corporate Governance is at the core of
stakeholder''s satisfaction. Adequate steps have taken to adhere to
all the stipulations laid down in Clause 49 of the Listing Agreement. A
report on Corporate Governance is attached elsewhere in this Annual
Report along with the Certificate of CS. Sukesh Saini, Practicing
Company Secretary on the compliance thereof.
Public Deposits
Your Company has not accepted any deposits from the public during the
year under review.
Personnel
Information required to be furnished under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended is attached to this Report.
Reappointment of Director
The Board of Directors comprises of 6 directors. Out of which two are
executive and four are non-executive rotational directors. Out of two
executive Directors, Mr. Vineet Sirpaul has resigned from the
directorship of the company by tendering his resignation on Board due
to some personal reasons, which has accepted by the Board w.e.f 31st
August, 2014. Out of four non- executive directors three are
independent. Out of three non-executive independent directors, Mr.
Mahesh Khera is retiring by rotation and has expressed his
unwillingness to be reappointed as director as he has some other
engagements. He has also tendered his resignation from the directorship
of the company. The Board has accepted his resignation w.e.f 13th
August, 2014.The remaining two non executive independent directors have
expressed their willingness to be reappointed as independent director
not liable to retire by rotation w.e.f 29th September, 2014 for next 5
years. They have confirmed that they are not disqualified to be
appointed as independent director in terms of Companies Act, 2013 and
the Board also confirms that in their opinion the said directors are
independent. The Board has appointed Mr. Ayub Yaegaung Younes as
Additional Director on 30th August, 2014. His appointment will come to
an end at the commencement of ensuing Annual General Meeting if it is
not regularized by the shareholders at their meeting. Mr. Ayub Yaegaung
Younes has declared that he is not disqualified to be appointed as
director of the company. The Board recommends his regularization as
director liable to retire by rotation.
Reappointment of Auditors
The Auditors of the Company M/s Sumanjeet Agarwal & Co., Chartered
Accountants are retiring at the ensuing Annual General Meeting. They
were appointed as Auditors of the Company at the Annual General Meeting
held on 9th September, 2010 and are associated with the company from
past 4 Years. As per the requirement of Section 139 reads with Rule 6
and all other applicable provisions of Companies Act, 2013, M/s
Sumanjeet Agarwal & Co., Chartered Accountants are eligible to be
appointed as Auditors of the Company for next 6 years after reducing
the existing period of 4 years out of two consecutive terms of Five
years. The Auditors of the Company M/s Sumanjeet Agarwal & Co.,
Chartered Accountants being eligible, have offered themselves for
reappointment until the conclusion of next Annual General Meeting and
thereafter they will be appointed as Auditors of the Company for their
second consecutive term of five years (subject to ratification of their
appointment at every AGM and fulfillment of all other prescribed
conditions). The Board recommends re-appointment of M/s Sumanjeet
Agarwal & Co., Chartered Accountants as Auditors of the Company.
Explanation to Auditor''s qualification
The Auditors has observed while reporting under CARO that the company
has not deposited some statutory dues during the period under review.
Since the Company suffered liquidity damages of Rs.15.03Crores and also
it has to write off unserviceable projects under progress for
Rs.14.82Crores causing liquidity problem for the Company. However the
Company has paid P.F, TDS and Rs1.09crores towards Service Tax as on
the date of signing of the Board Report and is in the process to make
payment of rest of the amount at the earliest.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
AND FOREIGN XCHANGE EARNINGS AND OUTGOINGS
The information under Rule 2 of the Companies (Discloser of Particulars
in the report of the Directors) Rules, 1988 relating to the
conservation of the energy and technology is not given as the company
is not engaged in the manufacturing activities. Though the Company does
not have energy intensive operations, it continues to adopt energy
conservation measures. Adequate measures have been taken to conserve
energy by using energy-efficient computers and equipment with the
latest technologies, which would help in conservation of energy. As the
cost of energy consumed by the Company forms a very small portion of
the total costs, the financial impact of these measures is not
material. There is Foreign exchange earnings of Rs.18.37 Crores and the
foreign exchange expenditure of Rs.16.62 Crores during the year.
Management''s Discussion & Analysis Report
The Management''s Discussion & Analysis on the performance, industry
trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable are attached herewith.
Director''s Responsibility Statement
The Directors Confirm as required under Section 217(2AA) of the
Companies Act, 1956
- That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to any material departure;
- That they have selected such accounting policies and applied them
consistently and judgments and estimates that are reasonable and
prudent, so as to give a true and fair view of the affairs of the
company at the end of the financial year and profit and loss of the
company for that period;
- That they have taken proper and sufficient care for the maintenance
of the adequate accounting records, in accordance with the provision of
the Companies Acts, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
- That they prepare the annual accounts ongoing concern basis.
PARTICULARS OF EMPLOYEE (S) AS PER SECTION 217 (2A) OF THE COMPANIES
ACT, 1956
As per MCA General Circular No. 23/2011 with effect from 1st April,
2011, the particulars of employee(s) who had drawn salary in excess of
Rs. 60,00,000/ during the financial year commencing from 1st April,
2011 onwards should be disclosed in Director''s Report.
It is confirmed that during the year ended on 31st March, 2014, none of
the employee had received/paid salary in excess of Rs. 60,00,000/- per
annum or more than Rs.5,00,000/- per month.
Acknowledgements and Appreciation
Your Directors take this opportunity to thank the customers, suppliers,
bankers, business partners/associates, financial institutions and
Central and State Governments for their consistent support and
encouragement to the company. We also appreciate all employees of the
company for their hard work and commitment. Their dedication and
competence has ensured that the company continues to grow and achieve
its objectives.
Place : New Delhi BY THE ORDER OF THE BOARD
Date : 30th August, 2014 Chairman & Managing Director
Mar 31, 2011
We are happy to present on behalf of the Board of Directors, the
Eighteenth Annual Report on the business and operation of the Company
together with the Audited Statements of Accounts for the year ended
31st March, 2011.
Financial Highlights
Particulars For the year For the year For the year For the year
ended 31st ended 31st ended 31st ended 31st
March, 2011 March, 2010 March, 2011 March, 2010
Standalone Standalone Consolidated Consolidated
Rs.in Rs. in Rs. in Rs. in
Crores Crores Crores Crores
Income from Operation 256.83 185.98 283.05 194.30
Other Income 2.74 3.17 2.99 3.22
Total Income 259.57 189.15 286.05 197.53
Total Expenses 237.43 164.88 255.94 170.94
Profit before Tax
and Depreciation 22.14 24.27 30.10 26.59
Less, Depreciation 1.79 1.60 1.81 1.63
Profit before Tax 20.35 22.68 28.29 24.96
Profit after Tax 13.89 17.15 21.01 19.43
Profit after Tax
available for
appropriation 12.19 15.87 19.31 18.27
Balance to the credit
of Profit and loss 12.19 15.87 19.31 18.27
account
Financial Year 2011 was a healthy growth period for the company,
wherein the income from operations increased by 38.2% to reach Rs 257.0
crores as compared to 185.98 for the last financial year. Further the
Profit before tax & depreciation (PBDIT) is 22.14 Crores as compared to
previous years Rs. 24.27 Crores. The consolidated income from
operation is 283 crores as compared to 194 crores in the previous year.
The consolidated profit before tax and depreciation is 30 crores as
compared to 26.6 in the previous year.
Transfer to Reserves
The Company has carried balance of Rs.12.19 Crores to the Reserve &
Surplus Account of the Balance Sheet as on 31st March 2011.
Dividends
The Board has decided to not to recommend any dividend for the year
ended 31st March, 2011. The outstanding balance in the unpaid dividend
account 2009 as on date is Rs.98,250.
Issue of GDRs/Equity Shares
During the financial year 2010-11, based on the approvals of the
shareholders, your company issued total 40,000,000 equity shares of
Rs.5 each representing 4,000,000 GDRs in on 5th August, 2010 @ Rs.33.52
and 80,000,000 equity shares of Rs. 5 each representing 8,000,000 GDRs
on 14th December, 2010 @ Rs.24.98 and raised total of USD73.4 Million
to utilize the net proceeds of GDRs issue in setting up/acquisition of
new manufacturing facilities,
upgradation/modernisation of existing facilities, investment in
subsidiaries, augmenting long term working capital and any other use,
as may be permitted under applicable law or regulations.
Investments
Your company has invested Rs.252.88 Crores to its wholly owned
subsidiary Nu Tek (HK) Private Limited out of the proceeds of GDRs
during the year. The total investment in 100% subsidiaries including
interest free loan amounts to Rs. 266.56 Crores and investment in
mutual funds are Rs. 24.57 Crores.
Subsidiary Companies
The statement pursuant to Section 212 (1) (e) of the Companies Act,
1956 in respect of subsidiaries is attached. The Consolidated Accounts
of your Company and its subsidiaries viz., Nu Tek (HK) Private Limited,
Nutek Europe sro and Nu Tek Energy Private Limited are presented as
part of this Report in accordance with Accounting Standard 21. The
Company has also incorporated a wholly owned subsidiary in Dubai during
the year, however no fund has been transferred to the subsidiary and
the subsidiary has not started any business till date. The company has
also set-up branch offices in Nepal and Kenya.
The audited accounts of overseas subsidiaries are also kept for
inspection by any investor at the Companys Registered Office and
copies will be made available on request to the investors of the
holding and subsidiary companies at any point of time. However, they
are available on the Companys website www.nutek.in
Quality
Your Company is an ISO 9001:2008 certified Company. Our target for
quality is to maintain and to improve the quality of products and
service, in order to meet consistently customer requirements and
internal needs and to the customers preferred partner. Our management
is committed to the safety of the companys operations and in
particular to the health and safety of employees, customers and the
public in general. During the year the Company has got OHSAS 18001:2007
for occupational health and safety.
SEBI Regulation & Listing Fees
The shares of the company are listing at Bombay Stock Exchange (BSE)
and National Stock Exchange of India (NSE) and the GRDs are listed at
Luxembourg Stock Exchange. The Annual listing fees for the year under
review have been paid to Bombay Stock Exchange Limited (BSE), National
Stock Exchange of India Limited (NSE) and Luxembourg Stock Exchange.
Corporate Governance
Your company believes Corporate Governance is at the core of
stakeholders satisfaction. A report on Corporate Governance is attached
elsewhere in this Annual Report along with the Certificate of CS.
Ranjeet Pandey, Practicing Company Secretary on the compliance thereof.
With a view to strengthening the Corporate Governance framework, the
Ministry of Corporate Affairs has also issued Voluntary Guidelines on
Corporate Governance and Corporate Social Responsibility in Year 2009.
The said guidelines broadly set conditions for appointment of
directors, responsibilities of the Board, remuneration to the
directors, Risk Management, Audit, Auditors, Secretarial Audit and
other matters. Your company has by and large complied with the
requirements and is in process to comply other requirements.
Public Deposits
Your Company has not accepted any deposits from the public during the
year under review.
Personnel
Information required to be furnished under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particulars of Employees)
Rules, 1975 as amended is attached to this Report.
Reappointment of Director
The Board of Directors comprises of 8 directors. Out of that three are
Additional Directors, whose term of the office are going to expire at
the commencement of ensuing Annual General Meeting. Two are executive
and three are non- executive rotational directors. One out of
non-executive directors Mr. Sandeep Bedi is retiring by rotation and
has expressed his willingness to be reappointed as director. He has
declared that he is not disqualified to be appointed as director of the
company. The Board recommends his reappointment as director liable to
retire by rotation.
Appointment of Director
The Board of Directors has appointed Mr. Sanjay Jain, Mr. Mahesh Khera
and Mr. Amar Sarin as additional director at meeting held on 18th
January, 2011, 14th February, 2011 and 31st March, 2011. Their term of
office shall expire at the commencement of the ensuing Annual General
Meeting of the shareholders. The company has received proposal for
regular appointment of the aforesaid additional directors as per the
requirements of Section 257 of the Companies Act, 1956. The Board
recommends considering the regular appointments of aforesaid directors
by the shareholders.
Reappointment of Auditors
The Auditors of the Company M/s Suman Jeet Agarwal & Co., Chartered
Accountants are retiring at the ensuing Annual General Meeting and
being eligible, have offered themselves for reappointment. The Board
recommends re-appointment of M/s Suman Jeet Agarwal & Co., Chartered
Accountants as Auditors of the Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS:
The information under Rule 2 of the Companies (Discloser of Particulars
in the report of the Directors) Rules, 1988 relating to the
conservation of the energy and technology is not given as the company
is not engaged in the manufacturing activities. Though the Company does
not have energy intensive operations, it continues to adopt energy
conservation measures. Adequate measures have been taken to conserve
energy by using energy- efficient computers and equipments with the
latest technologies, which would help in conservation of energy. As the
cost of energy consumed by the Company forms a very small portion of
the total costs, the financial impact of these measures is not
material. There is no Foreign exchange earnings and the foreign
exchange expenditure is Rs.13,51,23,592 during the year.
Managements Discussion & Analysis Report
The Managements Discussion & Analysis on the performance, industry
trends and other material changes with respect to the Company and its
subsidiaries, wherever applicable are attached herewith.
Amendment in Object Clause of the Company and partial modification in
utilization of IPO proceeds
During the year the shareholders of the Company has approved amendment
in Object Clause of the Company and partial modification in utilization
of IPO proceeds by passing a special resolution through postal ballot.
As of now the unutilized amount of the IPO proceeds stands to be Rs.
24.57.
Directors Responsibility Statement
The Directors Confirm as required under Section 217(2AA) of the
Companies Act, 1956
- That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to any material departure;
- That they have selected such accounting policies and applied them
consistently and judgements and estimates that are reasonable and
prudent, so as to give a true and fair view of the affairs of the
company at the end of the financial year and profit and loss of the
company for that period;
- That they have taken proper and sufficient care for the maintenance
of the adequate accounting records, in accordance with the provision of
the Companies Acts, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
- That they prepare the annual accounts on going concern basis.
Acknowledgements and Appreciation
Your Directors take this opportunity to thanks the customers,
suppliers, bankers, business partners/associates, financial
institutions and Central and State Governments for their consistent
support and encouragement to the company. We also appreciate all
employees of the company for their hard work and commitment. Their
dedication and competence has ensured that the company continues to
grow and achieve its objectives.
BY THE ORDER OF THE BOARD
Chairman & Managing Director
Place : Delhi
Date : 30th May, 2011
Mar 31, 2010
The Directors have the pleasure in presenting the Seventeenth Annual
Report on the business and operation of the Company together with the
Audited Statements of Accounts for the year ended 31st March, 2010
Financial Highlights
Particulars For the year ended For the year ended
31st March, 2010 31st March, 2009
Standalone Standalone
Rs. in Crores Rs. in Crores
Income from Operation 185.98 159.08
Other Income 3.17 10.38
Total Income 189.15 169.46
Total Expenses 164.88 144.19
Profit before Tax
and Depreciation 24.27 26.39
Less, Depreciation 1.60 1.12
Profit before Tax 22.68 25.27
Profit after Tax 17.15 16.25
Profit after Tax available
for appropriation 15.87 14.47
Proposed Dividend/Dividend
on Preference share
paid during the year 1.72
Dividend distribution Tax 0.29
Balance to the credit of
Profit and loss account 15.87 12.45
Particulars For the year ended For the year ended
31st March, 2010 31st March, 2009
Consolidated Consolidated
Rs. in Crores Rs. in Crores
Income from Operation 194.30 180.31
Other Income 3.22 10.67
Total Income 197.53 190.98
Total Expenses 170.94 160.85
Profit before Tax
and Depreciation 26.59 30.13
Less, Depreciation 1.63 1.19
Profit before Tax 24.96 28.94
Profit after Tax 19.43 19.61
Profit after Tax available
for appropriation 18.27 17.53
Proposed Dividend/Dividend
on Preference share
paid during the year 1.72
Dividend distribution Tax 0.29
Balance to the credit of
Profit and loss account
Profit and loss account 18.27 15.52
Financial Year Y2010 was a healthy growth period for the company,
wherein the income from operations increased by 16.9% to reach Rs 186.0
crores as compared to 159.08 for the last financial year. Further the
Profit before tax & depreciation (PBDIT) is 24.27 Crores as compared to
previous years Rs. 26.39 Crores.
TRANSFER TO RESERVES
The Company has carried balance of Rs.15.87 Crores to the Reserve &
Surplus Account of the Balance Sheet as on 31st March 2010.
DIVIDENDS
The Board has decided to not to recommend any dividend for the year
ended 31st March, 2010. The outstanding balance in the unpaid dividend
account 2009 as on date is Rs.98,250.
INVESTMENTS
During the year under review, the Company has extended interest free
loan of 750,000USD to its wholly owned subsidiary Nu Tek (HK) Private
Limited to funds its working capital requirements. The Company holds
100% equity in Nu Tek (HK) Private Limited. During the year the Company
has disinvested its total holding in Nutek Danismanlik Mühendislik Ve
Dis Ticaret San. Ltd. Sti, its subsidiary in Turkey and sold its
holding to the local partner as the Board did not foresee good business
opportunity in Turkey. The Company was holding 75% of the equity in the
Turkish subsidiary. Also your Board of directors have decided to set up
a subsidiary in Europe at Czech Republic and accorded its consent to
invest upto Rs.20 Crores or its equivalent in the European subsidiary.
The setting up of the said subsidiary is in process.
QUALITY
Your Company is an ISO 9001:2008 certified Company. Our target for
quality is to maintain and to improve the quality of products and
service, in order to meet consistently customer requirements and
internal needs. Our management is commit- ted to the safety of the
companys operations and in particular to the health and safety of
employees, customers and the public in general. Under observance of the
aforementioned customer satisfaction is the companys main priority: we
want to be our customers preferred supplier. The Company is also in
the process of getting certification under occupational health and
safety.
SEBI REGULATION & LISTING FEES
After successful completion of the IPO, the Company got listing
permission on 26th of August, 2008 from Bombay Stock Exchange (BSE) and
National Stock Exchange of India (NSE) and the shares of the Company
are traded since 27th of August, 2008. Your Companys Annual Report,
Corporate Governance Report, Shareholding Pattern, etc., can also be
accessed at the website of Bombay Stock Exchange (BSE) www.bseindia.com
& also on National Stock Exchange (NSE) www.nseindia.com
The Annual listing fees for the year under review have been paid to
Bombay Stock Exchange Limited (BSE), National Stock Exchange of India
Limited (NSE), where your Companys shares are listed.
SUBSIDIARY COMPANIES
The statement pursuant to Section 212 (1) (e) of the Companies Act,
1956 in respect of subsidiaries is attached. The Consolidated Accounts
of your Company and its subsidiaries viz., Nu Tek (HK) Private Limited
and Nutek Telekomünikasyon Danismanlik Mühendislik Ve Dis Ticaret San.
Ltd. Sti (till the date of disinvestment) are presented as part of this
Report in accordance with Accounting Standard 21.
The audited accounts of overseas subsidiaries are also kept for
inspection by any investor at the Companys Registered Office and
copies will be made available on request to the investors of the
holding and subsidiary companies at any point of time.
However, they are available on the Companys website www.nutek.in
CORPORATE GOVERNANCE:
As required under Clause 49 of the Listing Agreement with Stock
Exchanges, a Report on Corporate Governance is provided else where in
this Annual Report along with the Certificate of Practicing Company
Secretary on the compliance thereof.
PUBLIC DEPOSITS
Your Company has not accepted any deposits from the public during the
year under review.
PERSONNEL
Information required to be furnished under Section 217(2A) of the
Companies Act, 1956 read with the Companies (Particu- lars of
Employees) Rules, 1975 as amended is attached to this Report.
BOARD OF DIRECTORS
The Board of Directors comprises of 6 directors. Mr. Inder Sharma is
Chairman & Managing Director, who has promoted this company along with
Sumati Sharma who is also Promoter Non-executive Director. Mr. Vineet
Sirpaul is an Executive Director (whole Time Director). Mr. Sandep Bedi
and Mr. Vishal Jain and Mr. Sachin Mehra are Independent Directors.
During the year Mr. Amit Nitin Rane has resigned from the directorship
of the company.
Mrs. Sumati Sharma is retiring by rotation and is eligible to be
reappointed as Director. The Board recommends the re- appointment of
Mrs. Sumati Sharma in the Annual General Meeting.
AUDITORS
The Auditors of the Company M/s Suman Jeet Agarwal & Co., Chartered
Accountants are retiring at the ensuing Annual General Meeting and
being eligible, have offered themselves for reappointment. The Board
recommends re-appointment of M/s Suman Jeet Agarwal & Co., Chartered
Accountants as Auditors of the Company.
PARTICULARS REGARDING CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION,
AND FOREIGN EXCHANGE EARN- INGS AND OUTGOINGS:
The information under Rule 2 of the Companies (Discloser of Particulars
in the report of the Directors) Rules, 1988 relating to the
conservation of the energy and technology is not given as the company
is not engaged in the manufacturing activities. Though the Company
does not have energy intensive operations, it continues to adopt energy
conservation measures. Adequate measures have been taken to conserve
energy by using energy-efficient computers and equipments with the
latest technologies, which would help in conservation of energy. As the
cost of energy consumed by the Company forms a very small portion of
the total costs, the financial impact of these measures is not
material. There is no Foreign exchange earnings and the foreign
exchange expenditure is Rs.343,468 during the year.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
A detailed Management Discussion and Analysis Report is attached.
DIRECTORS RESPONSIBILITY STATEMENT: The Directors Confirm:
- That in the preparation of the annual accounts, the applicable
accounting standards have been followed along with proper explanation
relating to any material departure;
- That they have selected such accounting policies and applied them
consistently and judgements and esti- mates that are reasonable and
prudent, so as to give a true and fair view of the affairs of the
company at the end of the financial year and profit and loss of the
company for that period;
- That they have taken proper and sufficient care for the maintenance
of the adequate accounting records, in accordance with the provision of
the Companies Acts, 1956 for safeguarding the assets of the company and
for preventing and detecting fraud and other irregularities;
- That they prepare the annual accounts on going concern basis.
ACKNOWLEDGEMENTS:
Your Directors wish to place on the record their gratitude for all the
co-operation and guidance received from all its clients, vendors,
bankers, financial institutions, business associates, advisors,
regulators and the various government depart- ments. Your Directors
take this opportunity to thank all its investors and stakeholders for
their supports and contribution and in the last but not least Your
Directors wish to acknowledge the sincere efforts made by the employees
of the Company towards the achievement of the objective of the Company.
Place: Delhi. BY THE ORDER OF THE BOARD
Date : 28th May, 2010
Chairman & Managing Director