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बीएसई: 533015  |  NSE: NUTEK  |  ISIN: INE318J01027  |  Telecommunications - Service

खोजें न्यू टेक इंडिया कनेक्शन Mar 14
निदेशकों की रिपोर्ट वर्षांत : Mar '15
 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
 
 
स्रोत: रेलीगरे टेचनोवा

न्यूज़ फ़्लैश

  • MARKET CUES : FIIs ने कैश में `335 Cr की बिकवाली की
  • MARKET CUES : DIIs ने कैश में `2409 Cr की खरीदारी की
  • MARKET CUES : FIIs ने F&O में `4293 Cr की खरीदारी की
  • MARKET CUES : इंडेक्स फ्यूचर्स में `1664 Cr की खरीदारी
  • MARKET CUES : इंडेक्स ऑप्शंस में `1753 Cr की खरीदारी
  • MARKET CUES : स्टॉक फ्यूचर्स में `912 Cr की खरीदारी
  • MARKET CUES : स्टॉक ऑप्शंस में `36 Cr की बिकवाली
  • JEFFERIES ON SUN PHARMA : BUY रेटिंग, लक्ष्य बढ़ाकर `530/Sh
  • CS ON SUN PHARMA : Neutral रेटिंग, लक्ष्य `400/Sh
  • CLSA ON SUN PHARMA : BUY रेटिंग, लक्ष्य घटाकर `560/Sh

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