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Directors Report of Nu Tek India Ltd.

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

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