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
|