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Directors Report of Nu-Tech Corporate Services Ltd.

Mar 31, 2014

Dear Members,

The Directors present their Twenty Fifth Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2014.

1. FINANCIAL RESULTS (Rs.)

April 01, 2013 to April 01,2012 to March 31, 2014 March 31, 2013

(A) Gross income 2,288,500 2,289,500

Profit / (Loss) before (24,239,449) (24,257,782)

depredation, provision for non performing assets written back

Less: Depreciation 771,089 628,508

Add:Provision - --

written back for Non- Performing assets (net) Profit/(Loss) before Tax (25,010,538) (24,886,290)

Provision for tax - —

Profit/(Loss) after tax (25,010,538) (24,886,290)

Add: Balance brought (579,229,157) (554,342,867) forward

(B) Leaving a balance to (604,239,695) (579,229,157) be carried forward

Basic and diluted (2.08) (2.07) earnings per equity share (Rs.)

In view of the carried forward losses, your directors are unable to recommend any dividend.

2. OPERATING RESULTS

The Company still continues to concentrate its efforts to recover its dues from Non Performing Assets (NPA) accounts arising out of it''s leasing/hire purchase activities. The Company is exerting all its efforts in making more and more recoveries.

3. FIXED DEPOSITS

The Company does not accept any fixed deposits.

4. OUTLOOK

Due to high NPAs and slow recovery, the company cannot contemplate on starting any new business.

5. DIRECTORS

In accordance with the Articles of Association of the Company, Mr. Mahesh Jain Director retire at the ensuing Annual General Meeting.

The Company has appointed Mr. Mahesh Jain, Mr. B.S. Rajpurohit and Mrs. Ragini Gupta as Independent Directors from time to time.

The Companies Act, 2013 provides for appointment of Independent Directors. Sub section (10) of Section 149 of the Companies Act, 2013 (effective April 1, 2014) provides that

independent directors shall hold office for a term of up to five consecutive years on the Board of a company; and shall be eligible for re-appointment on passing a special resolution by the shareholders of the company.

Sub section (11) states that no independent director shall be eligible for more than two consecutive terms of five years. Sub section (13) states that the provisions of retirement by rotation as defined in sub sections (6) and (7) of Section 152 of the Act shall not apply to such independent directors.

The Company has received Notices in writing from a Member alongwith the deposit of the requisite amount under Section 160 of the Act proposing the candidatures of Mr. Mahesh Jain, Mr. B.S. Rajpurohit and Mrs. Ragini Gupta for the office of Independent Directors of the Company.

The Company has received declarations from all the Independent Directors of the Company confirming that they meet with the criteria of independence as prescribed both under sub-section (6) of Section 149 of the Companies Act, 2013 and under Clause 49 of the Listing Agreement with the Stock Exchange.

Brief Resume of the Directors, nature of expertise in specific functional areas, names of companies in which the Directorship is held and the membership of the Committees of the Board and their shareholdings in the Company are given in the Notice for the ensuing Annual General Meeting.

6. AUDITOR''S REPORT

The observations made by the auditors in para x of the Annexure to the Auditors'' Report have been appropriately dealt with in the notes forming part of the accounts.

With reference to their statement set out in para xvii of the Annexure to the Auditor''s Report, management is of the opinion that since the Company does not have adequate long term funds, partly short term funds have been used to finance the losses.

7. AUDIT COMMITTEE

The Audit Committee comprises of Mr. B.S. Rajpurohit (Chairman), Mr. Mahesh Jain and Mrs. Ragini Gupta, all being Non-Executive Independent Directors. The Audit Committee met 4 times during the year under review.

8. AUDITORS

M/s. Prashant Wakhariya & Co., Chartered Accountants (Firm Registration No. 048877), retire at the conclusion of the ensuing Annual General Meeting. They have been Auditors of the Company from Financial Year 2008-09 i.e. for a continuous period of 6 years including Financial Year 2013-2014. In terms of the Companies Act, 2013 ("the new Act'''') and the Rules framed thereunder, it is proposed to appoint them as Statutory Auditors of the Company to hold office from the conclusion of the ensuing Annual General Meeting, until the conclusion of the Fourth consecutive AGM of the Company to be held in the year 2018 (subject to ratification of their appointment by the Members at every Annual General Meeting held after the ensuing Annual General Meeting).

As required underthe provisions of section 139(1) ofthe new Act, the Company has received a written consent from M/s. Prashant

Wakhariya & Co., Chartered Accountants to their being appointed and a Certificate, to the effect that their re-appointment, if made, would be in accordance with the new Act and the Rules framed thereunder and that they satisfy the criteria provided in section 141 of the new Act.

The Members are requested to elect Auditors as aforesaid.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT

Management Discussion and Analysis Report for the year under review as required under Clause 49 (IV)(F) of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that;

(a) in the preparation of the accounts, the applicable accounting standards have been followed;

(b) appropriate accounting policies have been selected and applied consistently and that the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Company for the year ended March 31, 2014;

(c) proper and sufficient care has been taken for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the accounts have been prepared on a going concern basis.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

There are no employees whose particulars are required to be disclosed in terms of the provisions of Section 217 (2A) of the Companies (Particulars of Employees) Rules 1975, as amended.

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Company did not earn any foreign exchange and there was no expenditure in foreign exchange.

14. ACKNOWLEDGEMENTS

Your Directors wish to thank the shareholders for their continued confidence in the Company.

For and on behalf of the Board of Directors B.S. Rajpurohit Chairman (DIN: 00171666)

Place : Mumbai Date : August 14, 2014


Mar 31, 2012

The Directors present their Twenty Third Annual Report of the Company together with the Audited Statement of Accounts for the year ended March 31, 2012.

1. FINANCIAL RESULTS (Rs.)

April 01, 2011 April 01, 2010 to March 31, 2012 to March 31, 2011

(A) Gross income 2,287,500 2,376,362

Profit / (Loss) before depreciation, provision for non performing assets written back (24,604,818) (24,323,023)

Less : Depreciation 955,987 962,856

Add : Provision written back for Non-Performing assets (net) - 325,000

Profit / (Loss) before Tax (25,560,805) (24,960,879)

Provision for tax - -

Profit / (Loss) after tax (25,560,805) (24,960,879)

Add:Balance brought forward (528,782,062) (503,821,183)

(B) Leaving a balance to be carried forward (554,342,867) (528,782,062)

Basic and diluted earnings per equity share (Rs.) (2.13) (2.08)

In view of the carried forward losses, your directors are unable to recommend any dividend.

2. OPERATING RESULTS

The Company continued to concentrate its efforts to recover its dues from Non Performing Assets (NPA) accounts arising out of its leasing/hire purchase activities. The Company is exerting all its efforts in making more and more recoveries.

3. FIXED DEPOSITS

The Company does not accept any fixed deposits.

4. OUTLOOK

Although, the management is constantly exploring the possibil- ity of starting new activities, but due to the impediments of high NPAs and huge Income Tax liabilities, the management cannot make firm decision as well as meet the fund requirements for starting new activities.

5. DIRECTORS

Mrs. Ragini Gupta retires by rotation and being eligible, offers herself for re-appointment.

The brief resume of the above Director, nature of expertise in specific functional areas, names of companies in which the Di- rectorship is held and the membership of the Committees of the Board and their shareholding in the Company is given in the Notice of the ensuing Annual General Meeting.

6. AUDITOR''S REPORT

The observations made by the auditors in para 2 of their Report and para x of the Annexure to the Auditors'' Report have been appropriately dealt with in the notes forming part of the accounts. With reference to their statement set out in para xvii of the An- nexure to the Auditor''s Report, management is of the opinion that since the Company does not have adequate long term funds, partly short term funds have been used to finance the losses.

7. AUDIT COMMITTEE

The Audit Committee comprises of Mr. B.S. Rajpurohit (Chair- man), Mr. Mahesh Jain and Mrs. Ragini Gupta, all being Non-Executive Independent Directors. The Audit Committee met 5 times during the year under review.

8. AUDITORS

You are requested to re-appoint M/s. Prashant Wakhariya & Co., Chartered Accountants, as Auditors of the Company from the conclusion of the 23rd Annual General Meeting until the conclu- sion of the 24rd Annual General Meeting of the Company.

M/s. Prashant Wakhariya & Co., have also expressed their will- ingness to act as Auditors of the Company, if re-appointed and have further confirmed that the said appointment would be in conformity with the provisions of Section 224(1 B) of the Com- panies Act, 1956.

9. MANAGEMENT DISCUSSION AND ANALYSIS REPORT Management Discussion and Analysis Report for the year under review as required under Clause 49 of the Listing Agreement with the Stock Exchanges, is given as a separate statement in the Annual Report.

10. CORPORATE GOVERNANCE

A separate section on Corporate Governance forms part of the Annual Report. A certificate regarding compliance of conditions of Corporate Governance as stipulated under Clause 49 of the Listing Agreement forms part of the Annual Report.

11. DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to Section 217 (2AA) of the Companies (Amendment) Act, 2000, your Directors confirm that;

(a) in the preparation of the accounts, the applicable account ing standards have been followed;

(b) appropriate accounting policies have been selected and ap plied consistently and that the Directors have made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the affairs of the Com pany for the year ended March 31, 2012;

(c) proper and sufficient care has been taken for the mainte nance of adequate accounting records in accordance with the provisions of the Companies Act, 1956, for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

(d) the accounts have been prepared on a going concern basis.

12. PARTICULARS OF EMPLOYEES UNDER SECTION 217(2A)

There are no employees whose particulars are required to be disclosed in terms of the provisions of Section 217 (2A) of the Companies (Particulars of Employees) Rules 1975, as amended

13. CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AN FOREIGN EXCHANGE EARNINGS AND OUTGOINGS

Your Company is not engaged in any manufacturing activities, and therefore, there are no particulars to be disclosed under the Companies (Disclosure of Particulars in the Report of the Board of Directors) Rules, 1988, relating to conservation of energy or technology absorption. During the year under review, the Com- pany did not earn any foreign exchange and there was no ex- penditure in foreign exchange.

14. ACKNOWLEDGEMENTS

Your Directors wish to thank the shareholders for their continued confidence in the Company.

For and on behalf of the Board of Directors

B.S. Rajpurohit

Chairman

Place ; Mumbai

Date : August 14, 2012

 
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