TO,
THE MEMBERS OF THE COMPANY
Your Directors are pleased to present the 39th Annual Report on the
business and operations of the Company together with the Audited Financial Statements for
the Financial Year ended 31st March, 2023.
FINANCIAL RESULTS
(Rs. in Lakhs)
S. |
Particulars |
Standalone |
Consolidated |
No. |
|
31st March, 2023 |
31st March, 2022 |
31st March, 2023 |
31st March, 2022 |
1. |
Revenue from operations |
339.00 |
|
339.00 |
|
2. |
Other Income |
0.19 |
|
0.19 |
|
3. |
Total Revenue |
339.19 |
|
339.19 |
|
4. |
Total Expense |
503.72 |
464.73 |
545.02 |
502.68 |
5. |
Profit/(Loss) before |
|
|
|
|
|
Exceptional Items & Tax |
(164.54) |
(464.73) |
(205.83) |
(502.68) |
6. |
Exceptional items |
8.26 |
(2176.91) |
8.26 |
(2176.91) |
7. |
Profit / (Loss)before Tax |
(156.27) |
(2641.64) |
(197.56) |
(2679.59) |
8. |
Less: Current Tax |
|
|
|
|
9. |
Deferred Tax Liability |
|
|
|
|
10. |
(Excess)/Short Provision |
|
|
|
|
11. |
Profit after Tax |
(156.27) |
(2641.64) |
(197.56) |
(2679.59) |
12. |
Share of Profit/(Loss)
in associate and joint venture (net) |
|
|
(170.57) |
(102.84) |
13. |
Other Comprehensive
Income (net of tax) |
1.22 |
1.26 |
1.22 |
1.26 |
14. |
Total Comprehensive
Income |
(155.05) |
(2640.38) |
(366.90) |
(2781.17) |
15. |
Paid up Equity Share
Capital (Face Value of Rs. 1/- each) |
1703.46 |
1703.46 |
1703.46 |
1703.46 |
16. |
Earnings Per Share |
(0.09) |
(1.55) |
(0.22) |
(1.63) |
REVIEW OF OPERATIONS l Standalone
During the period under review, based on Standalone financial
statements, the Company earned Total revenue for the year ended 31.03.2023 of Rs.339.19
Lakhs. As the company has not earned any income in the previous year ended 31.03.2022.
Loss after tax for the year ended 31.03.2023 stood at Rs. 156.27 as compared to loss after
tax of Rs. 2641.64 for the year 31.03.2022.
l Consolidated
During the period under review, based on consolidated financial
statements, the Company earned Total revenue for the year ended 31.03.2023 of Rs.339.19
Lakhs. As the company has not earned any income in the previous year ended 31.03.2022.
Loss after tax for the year ended 31.03.2023 stood at Rs. 197.56 as compared to loss after
tax of Rs. 2676.59 for the year 31.03.2022.
DEMATERIALISATION AND LISTING
The Equity Share Capital of the Company are admitted to the Depository
System of National Securities Depository Services (India) Limited (NSDL) and Central
Depository Services (India) Limited (CDSL). As on 31st March 2023, 149698705 Equity Shares
representing 87.879 % of the equity share capital of the company are in dematerialized
form. The Equity shares of the company are compulsorily traded in dematerialization form
as mandated by the SEBI. The international Securities Identification Number (ISIN)
allotted to the company with respect to its Equity shares is INE997D01021.
The Equity shares of the company are listed on BSE LIMITED.
RECONCILATION OF SHARES CAPITAL AUDIT
As per the directive of the Securities & Exchange Board of India,
the Reconciliation of Share capital audit was carried out on quarterly basis for the
quarter ended June 30th 2022, September 30th 2022, December 31st 2022 and March 31st 2023
by a Company Secretary in practice. The purpose of the audit was to reconcile the total
number of shares held in National Securities Depository Services (India) Limited (NSDL)
and Central Depository Services (India) Limited (CDSL) in physical form with respect to
admitted, issued and paid up capital of the company.
CHANGE IN REGISTERED OFFICE
During the financial year under review, there is no change in the
shifting of the registered office of the company.
Further the company is proposing to shift its registered office from
Lotus Green City Sector 23 & 24, Bhiwadi Alwar Bypass 75 MTR. Road Dharuhera Rewari HR
123401 to Begampur Khatola Haryana which will results in change of district (From Rewari
to Gurgaon District). This proposal will be subject to the approval of the members in the
ensuing Annual General Meeting.
CHANGE IN THE NATURE OF BUSINESS
As required to be reported pursuant to Section 134(3)(q) read with Rule
8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of
business carried on by the Company during the financial year 2022-23.
The Company continued to operate in the business of Real Estate on
several financial and corporate issues. However, the company alter and amend existing
Clause III (A) [Main Object] of the Memorandum of Association of Company by inserting
sub-clause No. 6 & 7 after existing sub-clause No. 5 and approved by the shareholders
as on 30th September 2022 in the 38th Annual General Meeting.
6. To sell, lease, rent, grant licenses, easements and other rights
over and in any other manner deal with or dispose of the undertaking, property, assets,
rights and effects of the Company, or any part thereof for such consideration the Company
many think fit for commercial and residential purposes;
7. To carry on the trading, construction and manufacturing of
industrial equipments and to undertake, carry on and execute all kinds of commercial,
trading and other operations and to carry on, develop, extend and turn to account any
other trade or business whatsoever which can, for the attainment of the main objects of
the Company be advantageously or conveniently carried on by the Company by way of
extension of or in connection with any of the business aforesaid or is calculated directly
or indirectly, to develop any branch of the Company s business or to increase the value of
or turn to account any of the Company s assets or rights.
DIVIDEND AND RESERVES
The Board has not recommended any dividend for Financial Year 2022-23
in view of the current market outlook; and in order to preserve cash. During the year
under review, the Board of Directors of the company, have decided not to transfer any
amount to the General reserves.
SHARE CAPITAL OF THE COMPANY
There was no change in share capital of the Company during the FY
2022-23. The paid up equity share capital of your Company as on 31st March, 2023 was
Rs.17,03,46000 /- (Rupees Seventeen crore three lakhs forty six thousands only) divided
into 17,03,46000 Equity shares of the face value of Rs. 1/- (Rupees One only) each.
Further, The 10% Non Cumulative Redeemable Preference Shares of your
Company as on 31st March 2023 was 39,45,000 of the face value of Rs. 10/-(Rupees ten only)
each and the 1% Non Cumulative Redeemable Preference Shares of your company as on 31st
March 2023 was 20,00,000 of face value of RS.10/-(Rupees ten only) each.
FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statement of the company for the FY 2022-23 are prepared
in compliance with the applicable provisions of the Act, Accounting Standards and other
applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and
Disclosures Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing
Regulation).
The Audited Financial Statements along with Auditor Report for the FY
2022-23 into consideration have been annexed to the Annual report and also made available
on the website of the company which can be accessed at www.newtimeinfra.in
CONSOLIDATED FINANCIAL STATEMENTS
Pursuant to the provisions of Section 129 of the Companies Act, 2013
and the Companies (Accounts) Rules, 2014, the consolidated financial statements of the
Company and its subsidiaries have been prepared in the same form and manner as mandated by
Schedule III of the Companies Act, 2013 and shall be laid before the forthcoming Annual
General Meeting (AGM) of the Company.
The consolidated financial statements of the Company have also been
prepared in accordance with relevant accounting standards issued by the Ministry of
Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of
the Companies Act, 2013, the audited financial statements, including the consolidated
financial statements and related information of the Company and audited accounts of each
of its subsidiaries are available on the Company s website at www.newtimeinfra.in.
PUBLIC DEPOSIT
During the year under review, the Company has not accepted any deposits
within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies
(Acceptance of Deposits) Rules, 2014.
DIRECTORS/KMP
? DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year under review the Board of Directors of the Company was
duly constituted.
The following is the constitution of the Board of Directors and Key
Managerial Personnel as on date 31st March 2023:
S.No. |
Name of Directors/KMP |
DIN |
Designtaion |
1 |
Mr. Raj Singh Poonia |
09615705 |
Chairman (Executive
Director) cum Chief Financial Officer |
2 |
Ms. Rajiv Kapur Kanika Kapur |
07154667 |
Non-Executive - Independent Director |
3 |
Mr. Vipul Gupta |
09064133 |
Non-Executive - Independent Director |
4 |
Mrs. Manisha Goel |
09725308 |
Non-Executive - Non Independent
Director |
During the period under review, the following changes occurred in the
Position of Directors/KMP s of the Company.
S.No. |
NAME |
DESIGNATION |
CHANGE |
1. |
Mr. Dheeraj Goel |
Additional Director |
l Appointed as Additional Director (Non-
executive) w.e.f- 14th February, 2022. |
|
|
|
l Resigned from the post of Additional
Director of the Company w.e.f-21st May, 2022. |
2. |
Mr. Raj Singh Poonia |
Chief Financial Officer |
l Appointed as Chief Financial Officer of
the Company w.e.f. 10th March, 2022. |
|
|
|
l Appointed as Additional (Executive
Director) cum Managing Director of the company w.e.f. 18th October 2022. |
3. |
Mr. Vipul Gupta |
Additional Director
(Non- Executive & Independent) |
l Appointed as Additional Director (Non-
Executive & Independent) w.e.f-13th May, 2022. |
4. |
Mr. Parvinder Kapoor |
Independent Director |
l Resigned from the post of Director of the
Company w.e.f- 13th May, 2022. |
5. |
Ms. Malti Devi |
Company Secretary &
Compliance Officer |
l Appointed, as Company Secretary &
Compliance Officer of the Company with effect from 13th May, 2022.? |
|
|
|
Resigned, as a Company Secretary &
Compliance Officer of the company with effect from 14th February 2023. |
6. |
Mr. Ashish Pandit |
Executive Director |
l Resigned from the post of directorship
with effect from 17th October 2022. |
7. |
Mrs. Manisha Goel |
Additional Director
(Non-Executive & Non- Independent) |
l Appointed as Additional Director (Non-
Executive & Non-Independent) with effect ? from 18th October 2022. |
8. |
Mr. Sri Kant |
Additional Director
(Non-Executive & Independent) |
l Appointed as Additional Director (Non-
Executive & Independent) with effect from 20th July 2023. |
9. |
Mr. Sanjay Sharma |
Additional Director
(Non-Executive & Independent) |
?l Appointed as Additional Director (Non-
Executive & Independent) with effect from 20th July 2023. |
? WOMAN DIRECTOR
In terms of the provisions of Section 149 of the Companies Act, 2013
and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations,
2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the
Board of the Company.
DECLARATION BY INDEPENDENT DIRECTORS
The Independent Directors furnished a declaration that they meet the
criteria of Independence as provided in sub section 6 of Section 149 of the Companies Act,
2013 at the Board meeting held on 13th May, 2022 in Financial Year 2022-23.
Company s policy on Directors Appointment and Remuneration, including
Criteria for Determining Qualifications, Positive Attributes, Independence of a Director
and other Matters provided under sub-section (3) of Section 178.
The Board on the recommendation of the Nomination, Remuneration framed
a policy for selection and appointment of Directors, senior management and their
remuneration and to develop and recommend to the Board a set of Corporate Governance
Guidelines. The policy of the Company on Directors appointment and remuneration, including
criteria for determining qualifications, positive attributes, independence of Directors
and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation
19 of the Listing Regulations is available on the Company s website at
www.newtimeinfra.in. v Broad terms of reference of the committee inter-alia include: a) To
identify persons who are qualified to become Directors and who may be appointed as KMPs
and in senior management position in accordance with the criteria laid down, recommend to
the Board for their appointment and removal;
b) To carry out evaluation of every Director s performance;
c) To identify the criteria for determining qualifications, positive
attributes and independence of a director;
d) To finalise the remuneration for the Directors, key managerial
personnel and senior management personnel;
e) To assess the independence of Independent Directors; and
f) Such other key issues/matters as may be referred by the Board or as
may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder
and the SEBI (LODR), whenever applicable.
In this context, the committee will also review the framework and
processes for motivating and rewarding performance at all levels of the organisation, will
review the resulting compensation awards, and will make appropriate proposals for Board
approval.
BOARD EVALUATION
The Nomination and Remuneration Committee of the Company had approved a
Nomination and Remuneration policy containing the criteria for performance evaluation,
which was approved and adopted by the Board of Directors. The key features of this policy
have also been included in the report. The policy provides for evaluation of the Board and
the individual Directors, including the
Chairman of the Board and Independent Directors. Subsequent to the year
under review, the evaluation for the period 2022-23 was completed as per the policy
adopted in compliance with the applicable provisions of the Act.
The Board s assessment was discussed with the full Board evaluating,
amongst other things, the full and common understanding of the roles and responsibilities
of the Board, contribution towards development of the strategy and ensuring robust and
effective risk management, understanding of the operational programmes being managed by
the Company, receipt of regular inputs, receipt of reports by the Board on financial
matters, budgets and operations services, timely receipt of information with supporting
papers, regular monitoring and evaluation of progress towards strategic goals and
operational performance, number of Board meetings, committee structures and functioning,
etc.
The members concluded that the Board was operating in an effective and
constructive manner.
DIRECTORS TRAINING AND FAMILIARIZATION
The Directors are regularly informed during meetings of the Board and
Committees of the activities of the Company, its operations and issues facing in business
of offering advisory services on several financial and corporate cases. Considering the
long association of the Directors with the Company and their seniority and expertise in
their respective areas of specialisation and knowledge of the Company s activities, their
training and familiarization were not considered necessary and accordingly no such
programmes were conducted.
The Board has framed a Familiarization Programme for Independent
Directors to familiarize the Independent Directors with the Company, their roles, rights,
responsibilities in the Company, nature of the industry in which the Company operates,
business model of the Company, etc., through various programmes.
MEETINGS OF THE BOARD
The Board meets at regular intervals to discuss and decide on Company /
business policy and strategy apart from other Board business. A tentative annual calendar
of the Board and Committee Meetings is informed to the Directors in advance to facilitate
them to plan their schedule and to ensure meaningful participation in the meetings.
The notice of meeting of Directors and Committees is given well in
advance to all the Directors of the Company. The agenda of the Board / Committee meetings
is circulated not less than 7 days prior to the date of the meeting. The agenda for the
Board and Committee meetings includes detailed notes on the items to be discussed at the
meeting to enable the Directors to take an informed decision.
The Board met Seven (7) times i.e. 13th May 2022, 01st June 2022, 31st
August 2022, 06th September 2022, 18th October 2022, 15th November 2022 and 22nd February
2023 in the FY 2022-23. The details of composition of Board of Directors and its
Committees, meetings held during the year and other relevant information are included in
the Corporate Governance Report, which forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013
& SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with
relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and
Exchange Board of India (SEBI).
? SEPARATE MEETING OF INDEPENDENT DIRECTORS
The Company has received disclosures from all the Independent Directors
that they fulfill conditions specified under Section 149(6) of Companies Act, 2013 and
Regulation 16(1)(b) of SEBI (LODR) Regulations, 2015 and are Independent of the
Management. Based on the declarations received from the Independent Directors, the Board
of Directors has confirmed that they meet the criteria of independence as mentioned under
Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity
expertise and experience including the proficiency required to discharge the duties and
responsibilities as Directors of the Company.
All the Independent Directors of the Company as on 31.03.2023 have
registered themselves in the data bank of Independent Directors pursuant to the provisions
of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The details
of Independent Director s meeting have been included in the Corporate Governance Report
forming part of Annual Report.
Independent Directors meet at least once in a financial year without
the presence of Executive Directors or Management Personnel. Such meetings are conducted
to enable the Independent Directors to discuss matters pertaining to the Company s Affairs
and put forth their views. During the year under review, one meeting of the Independent
Directors was held on 22ND March, 2023 where all the independent directors were present.
? COMMITTEES OF THE BOARD & THEIR MEETINGS
The Company has constituted the following committees in compliance with
the Companies Act, 2013 and the Listing Regulations:-
1. Audit Committee;
2. Nomination and Remuneration Committee;
3. Stakeholders Relationship Committee;
The Audit committee met Six (6) times during the FY 2022-23, Nomination
and Remuneration Committee met three (3) times during FY 2022-23 and Stakeholder
Relationship Committee met once during the FY 2022-23. The details of composition of
Committees, meetings held during the year and other relevant information are included in
the Corporate Governance Report, which forms part of this Annual Report. The intervening
gap between any two meetings was within the period prescribed by the Companies Act, 2013
& SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with
relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and
Exchange Board of India (SEBI).
? RETIREMENT BY ROTATION
In accordance with the provisions of Section 152 of the Act, Mrs.
Manisha Goel (DIN: 09725308), Non-Executive - Non Independent Director of the Company is
retiring by rotation from the position of Director, at the ensuing Annual General Meeting
and is eligible for reappointment.
AUDITORS AND THEIR REPORTS
As per auditors report, no fraud u/s 143 (12) reported by the auditor.
v AUDITORS
(I) STATUTORY AUDITORS:
Pursuant to the provisions of Section 139(8)(i) and other applicable
provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and
Auditors) Rules, 2014, M/s. Chatterjee & Chatterjee, Chartered Accountants, (FRN:
001109C) were appointed to hold such office for a period of five years till the conclusion
of the 43rd Annual General Meeting.
The Statutory Auditors Report on the Standalone Financial Statements of
the Company for the financial year ended March 31, 2023 forms part of this Annual report
and the observations of the Statutory Auditors, when read together with the relevant notes
to accounts and accounting policies are self-explanatory and therefore do not call for any
further comments. The Audit report for the FY 2022-23 does not contain any qualification
or adverse remarks. During the year, the Statutory Auditors had not reported any matter
under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be
disclosed under Section 134(3) (ca) of the Companies Act, 2013. Further following remarks
has be added by Statutory Auditors as an Emphasis of matter;-
1. The company is in a continuous default of filing its financial
statements and financial results with the appropriate authorities.
MANAGEMENTS COMMENTS
There was an inadvertently delay in submitting the financial results
due to non-receipt of the financial results on time .However, the Company is making all
possible efforts to make good the delay made in fillings and the Company will be more
careful in future.
2. Other Current Liabilities as on March 31, 2023 includes dues of 14
parties which was settled against 100% investment in equity shares of Lotus Buildtech
Limited (the wholly owned subsidiary) and the same was authorised in the board meeting
dated February 15, 2021 and subsequently the company entered in MOU among itself and
intended buyers for proposing sale of equity shares. Transaction settled during this
quarter and 99.01% shares are sold to 14 parties. However, only 0.99% (38,498) equity
shares are left as on March 31, 2023.
MANAGEMENTS COMMENTS
The Board would like to state that the proposed settlement is under
process as on date and the formalization of the agreement and manner of disposing the
balance.
(II) INTERNAL AUDITORS:
Pursuant to the provisions of Section 138 of the Companies Act, 2013,
read with the rules made there under, the Board of Directors had appointed M/s V K P &
Associates, Practicing Chartered Accountants (FRN: 013529N) to undertake the Internal
Audit of the Company for the Financial Year ended on March 31, 2023.
(III) SECRETARIAL AUDITOR:
Pursuant to the provisions of Section 204 of the Companies Act, 2013
and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the
Company has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct
Secretarial Audit for the Financial Year 2022-23.
Secretarial Audit Report issued by the M/s. S. Khurana &
Associates, Company Secretaries, in Form MR-3 along with Secretarial Audit Report are
annexed herewith as Annexure V and forms an integral part of this Report. During the year,
the Secretarial Auditors had not reported any matter under Section 143(12) of the
Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3)
(ca) of the Companies Act, 2013. The said report contain following observations on which
management comments are as under:
1. It has been observed that there is a delay in intimating and filing
of intimations and financial results to Stock Exchange pursuant to regulation 33(3) of
SEBI (LODR) Regulations, 2015.
MANAGEMENT COMMENTS:-
Due to a technical error, the Company was delayed in filing certain
compliances on time. However, the Company assures that all future compliances will be
completed on schedule.
2. There is a delay of 17 days in filing of Compliance Certificate
under Regulation 7(3) and Regulation 40(9) of SEBI (LODR) Regulations, 2015.
MANAGEMENT COMMENTS:-
Due to a technical error, the Company was delayed in filing certain
compliances on time. However, the Company assures that all future compliances will be
completed on schedule.
3. It has been observed that there is a delay in filing of e-form(s)
and return(s) with the Registrar of Companies, NCT of Delhi & Haryana during the
reporting period.
MANAGEMENT COMMENTS:-
Due to a technical error, the Company was delayed in filing certain
compliances on time. However, the Company assures that all future compliances will be
completed on schedule.
4. The Company had convened the Annual General Meeting for the
Financial Year 2019-20 on April 09, 2021 which was beyond the due date as prescribed.
However, as informed by the management, compounding of the said default is still under
process and has not yet started.
MANAGEMENT COMMENTS:-
The Compounding of the said default is under process and the Company is
working upon the same.
Secretarial Compliance Report
Pursuant to the provisions of Regulation 24A of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015, M/s S. Khurana and Associates,
Company Secretaries in practice has given the Secretarial Compliance Report of the Company
for the financial year 2022-23.
COMPLIANCE OF THE SECRETARIAL STANDARDS
The Board confirms that, during the period under review, the Company
has complied with the applicable Secretarial Standards issued by the Institute of Company
Secretaries of India (ICSI) as amended from time to time.
COST AUDIT AND COST REPORT
During the period under review, provision regarding the appointment of
Cost Auditor & maintaining the Cost Records pursuant to the provision of Section 148
of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not
applicable.
MANAGEMENT DISCUSSIONS AND ANALYSIS
The Management Discussion and Analysis Report on the operations of the
Company, as required under Regulation 34 read with Schedule V of Securities and Exchange
Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015
(hereinafter referred to as Listing Regulations ) and as approved by the Board of
Directors, is provided in a separate section and forms an integral part of this Report.
INVESTOR EDUCATION AND PROTECTION FUND (IEPF)
During the period under review, Company is not required to transfer any
Amount or Share to the Investor Equation and Protection fund.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The company has in place Internal Financial Control system,
commensurate with size & complexity of its operations to ensure proper recording of
financial and operational information & compliance of various internal controls &
other regulatory &statutory compliances. During the year under review, no material or
serious observation has been received from the Internal Auditors of the Company for
inefficiency or inadequacy of such controls.
Internal Auditors comprising of professional Chartered Accountants
monitor & evaluate the efficacy of Internal Financial Control system in the company,
its compliance with operating system, accounting procedures & policies at all the
locations of the company. The Audit Committee of the Board of Directors and Statutory
Auditors are periodically apprised of the internal audit findings and corrective actions
taken. Audit plays a key role in providing assurance to the Board of Directors.
Significant audit observations and corrective actions taken by the management are
presented to the Audit Committee of the Board.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirements under Section 134(5) of the Companies Act,
2013 with respect to Directors Responsibility Statement, it is hereby confirmed that:-a.
that in the preparation of the Annual Financial Statements for the year ended 31st March,
2023, the applicable accounting standards have been followed along with proper explanation
relating to material departures, if any; b. that 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 of the company for that
period; c. that the directors have taken proper and sufficient care for the maintenance of
adequate accounting records in accordance with the provisions of the Companies Act, 2013
for safeguarding the assets of the company and for preventing and detecting fraud and
other irregularities; d. the Annual Financial Statements have been prepared on a going
concern basis; e. that 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; and f. That the directors have devised proper systems to ensure
compliance with the provisions of all applicable laws and that such systems were adequate
and operating effectively.
PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES
During the year under review, no employee was in receipt of
remuneration exceeding the limits as prescribed under provisions of Section 197 of the
Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014.
The necessary disclosure with respect to the remuneration of Directors
and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of
Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been
appended as Annexure III to this Report.
ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING
/ OUTGO
Details regarding Conservation of Energy, Technology Absorption,
Foreign Exchange Earnings and Outgo are stated below: Pursuant to Section 134(3)(m) of the
Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details
regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and
Outgo for the year under review are as follows:
A. Conservation of Energy
a. Steps taken or impact on conservation of energy The Operations of
the Company do not consume energy intensively. However, Company continues to implement
prudent practices for saving electricity and other energy resources in day-to-day
activities. b. Steps taken by the Company for utilizing alternate sources of energy Though
the activities undertaken by the Company are not energy intensive, the Company shall
explore alternative sources of energy, as and when the necessity arises.
B. Technology Absorption
a. The efforts made towards technology absorption The Company continues
to take prudential measures in respect of technology absorption, adaptation and take
innovative steps to use the scarce resources effectively.
b. In case of imported technology (imported during the last three years
reckoned from the beginning of the financial year) Not Applicable
C. The Particulars of Foreign Exchange and Outgo for the year under
review are:
(Rs. in Lakhs)
Particulars |
Year ended 31st March, 2023 |
Year ended 31st March, 2022 |
Foreign exchangeearning |
Nil |
Nil |
Foreign exchange Outgo |
Nil |
Nil |
The details as required under Section 134(3)(m) of the Companies Act,
2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of
energy, technology absorption and foreign exchange earnings and outgo are attached as
Annexure IV to this Report.
CORPORATE GOVERNANCE REPORT
As stipulated under Schedule V of SEBI (Listing obligations and
Disclosures Requirements) Regulations, 2015, the report on Management Discussion and
Analysis, the report on corporate
Governance and requisite Certificate from the Secretarial Auditor i.e-
M/s S. Khurana & Associates, Company Secretaries, of the Company confirming Compliance
with the conditions of Corporate Governance are provided in a separate section which forms
part of the Annual Report.
The corporate governance Report for the Financial Year 2023 is forming
the part of this Annual Report.
LISTING ON STOCK EXCHANGE
Due to non-payment of Annual Listing fees trading in the securities of
the Company has been suspended by BSE Limited.
To initiate the revocation of the trading suspension, the Board of
Directors made a payment of to BSE Limited.
In response, BSE issued Notice No. 20230102-17 dated January 02, 2023,
announcing the revocation of the suspension effective from Thursday, Januray 05, 2023. BSE
also informed Trading Members that trading would continue in a Trade-to-Trade mode for
other reasons.
DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS
CORPORATE SOCIAL RESPONSIBILITY INITIATIVES
As the Company is not having net worth of rupees five hundred Crores or
more, or turnover of rupees one thousand Crores or more or a net profit of rupees five
Crores or more during any financial year, the Company is not required to comply with the
provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of
the CSR Committee and undertaking of Social Expenditure as required under the said
Section.
SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
In accordance with proviso to sub-section (3) of Section 129 of the
Companies Act 2013, a statement containing salient features of the Financial Statements of
the Company s subsidiaries and the report on their performance and financial position in
Form AOC-1 is annexed as Annexure-I to the financial statements and forms part of this
Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act,
2013, the Annual Report of your Company, containing therein its Audited Standalone and the
Consolidated Financial Statements has been placed on the website of the Company.
Subsidiaries which are ceased:
1. Villnova Housing Private Limited is ceased to be subsidiary with
effect from 06.05.2022.
2. Prosperous Buildcon Private Limited is ceased to be subsidiary with
effect from 22.09.2022.
3. Cropbay Real Estates Pvt Ltd is ceased to be subsidiary with effect
from 06.09.2022.
4. Estaeagro Real Estate Pvt Ltd is ceased to be subsidiary with effect
from 06.09.2022.
BRANCHES OF THE COMPANY
During the period under review, the Company doesn t have any branch
office.
RELATED PARTY TRANSACTIONS
All arrangements/ transactions entered into by the Company with its
related parties during the year were in the ordinary course of business and on an arm s
length basis. During the year, the Company has not entered into any
arrangement/transaction with related parties which could be considered material in
accordance with the Company s Policy on Related Party Transactions, read with the Listing
Regulations and the disclosure of related party transactions In accordance with Section
134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules,
2014, the particulars of contracts or arrangements with related parties, referred to in
Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as
Annexure II to this Report.
The Related Party Transaction Policy is available on the Company s
website under the web link www.newtimeinfra.in
PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY
Details of Loans, Guarantees and Investments covered under the
provisions of Section 186 of the Companies Act, 2013 are given in the notes to Audited
Financial Statements.
EXTRACT OF ANNUAL RETURN
In terms of provisions of Section 92, 134(3)(a) of the Companies Act,
2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the
Annual Return in Form MGT-7 for the financial year ended March 31, 2023 is placed on the
Company s website and can be accessed at the website of the company
i.e-www.newtimeinfra.in
HUMAN RESOURCES
The Company recognizes people as its most valuable asset and it has
built an open, transparent and meritocratic culture to nature this asset. The company has
kept a sharp focus on Employee Engagement. The Company s Human Resources is commensurate
with the size, nature and operation of the Company.
VIGIL MECHANISM / WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board has
adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of
fraud or mismanagement, if any, and to provide a mechanism which ensures adequate
safeguards to employees and Directors from any victimization on rising of concerns of any
violations of legal or regulatory requirements, incorrect or misrepresentation of any,
financial statements and reports, etc.
RISK MANAGEMENT POLICY
Your Company has an elaborated Risk Management procedure and adopted
systematic approach to mitigate risk associated with accomplishment of objectives,
operations, revenues and regulations. Your Company believes that this would ensure
mitigating steps proactively and help to achieve stated objectives. The entity s
objectives can be viewed in the context of four categories Strategic, Operations,
Reporting and Compliance. The Risk Management process of the Company focuses on three
elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.
Audit Committee has been entrusted with the responsibility to assist
the Board in (a) Overseeing and approving the Company s enterprise wide risk management
framework; and (b) Overseeing that all the risk that the organisation faces. The key risks
and mitigating actions are also placed before the Audit Committee of the Company.
Significant audit observations and follow up actions thereon are reported to the Audit
Committee. The Committee reviews adequacy and effectiveness of the Company s internal
control environment and monitors the implementation of audit recommendations, including
those relating to strengthening of the Company s risk management policies and systems.
DIVIDEND DISTRIBUTION POLICY
The Board of Directors of your Company had approved the Dividend
Distribution Policy in accordance with the Securities and Exchange Board of India (Listing
Obligations and Disclosure Requirements) Regulations, 2015 ( Listing Regulations ). The
objective of this policy is to establish the parameters to be considered by the Board of
Directors of your Company before declaring or recommending dividend. The Policy is
available at the official website of the Company i.e. www.newtimeinfra.in.
GENERAL DISCLOSURE
Your Directors state that no disclosure or reporting is required in
respect of the following items as there were no transactions on these items during the
year under review:
1. Issue of equity shares with differential rights as to dividend,
voting or otherwise.
2. Issue of shares (sweat equity shares) to employees of the Company
under ESOS.
3. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company operations in
future.
Prevention of Sexual Harassment of Women at Workplace
The Company has zero tolerance for sexual harassment at workplace and
take suitable measures for prevention, prohibition and redressal of sexual harassment at
workplace in line with the provisions of the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention
and redressal of complaints of sexual harassment at workplace. All employees are treated
with dignity with a view to maintain a work environment free of sexual harassment.
During the financial year under review, there were no complaints
reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention,
Prohibition and Redressal) Act, 2013.
As required under the Sexual Harassment of women at Workplace
(Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of
Sexual harassment of women at workplace and matters connected therewith.
ACKNOWLEDGEMENT AND APPRECIATION
The Board of Directors wishes to express its gratitude and record its
sincere appreciation for the commitment and dedicated efforts put in by all the employees.
Your Directors take this opportunity to express their grateful appreciation for the
encouragement, cooperation and support received by the Company from the local authorities,
bankers, clients, suppliers and business associates.
Your Directors also wish to place on record their deep sense of
appreciation for the committed services of the Executives, staff and workers of the
Company at all levels and are thankful to the esteemed shareholders for their continued
support and the confidence reposed in the Company and its management.
By order of the Board, For Newtime Infrastructure Limited
|
Sd/- |
|
Raj Singh Poonia |
|
Chairman & Director |
|
DIN: 09615705 |
Date: 04.09.2023 |
|
Place: Haryana |
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