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Nu Tek India Directors Report, Nu Tek India Reports by Directors
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Nu Tek India
BSE: 533015|NSE: NUTEK|ISIN: INE318J01027|SECTOR: Telecommunications - Service
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« Mar 10
Directors Report Year End : Mar '11
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
 
Source : Dion Global Solutions Limited
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