TO,
THE MEMBERS OF THE COMPANY
Your Directors are pleased to present the 40th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.
FINANCIAL RESULTS
(Rs. in Lakhs)
S. No. Particulars
1. Revenue from Operations
2. Other Income
3. Total Revenue
4. Total Expense
5. Profit/(Loss) before Exceptional Items & Tax
6. Exceptional items
7. Profit / (Loss)before Tax
8. Less: Current Tax
9. Deferred Tax Liability
10. (Excess)/Short Provision
11. Profit after Tax
12. Share of Profit/(Loss) in associate and joint venture (net)
13. Other Comprehensive Income (net of tax)
14. Total Comprehensive Income
15. Paid up Equity Share Capital (Face Value of Rs. 1/- each)
16. Earnings per share
REVIEW OF OPERATIONS
l Standalone
During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2024 of Rs. 824.24 Lakhs and has earned income in the previous year ended 31.03.2023 of Rs.339.19 Lakhs. Profit after tax for the year ended 31.03.2024 stood at Rs. 198.98 Lakhs as compared to loss after tax of Rs.156.27 for the year 31.03.2023.
Il Consolidated
During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2024 of Rs. 830.45 Lakhs and has earned income in the previous year ended 31.03.2023 of Rs.339.19 Lakhs. Profit after tax for the year ended 31.03.2024 stood at Rs. 736.36 Lakhs as compared to loss after tax of Rs.197.56 for the year 31.03.2023.
III. 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 2024, 157844880 Equity Shares representing 92.661% 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.
IV. 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 2023, September 30th 2023, December 31st 2023 and March 31st 2024 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.
V. CHANGE IN REGISTERED OFFICE
During the financial year under review, company shift its registered office from "Lotus Green City Sector 23 & 24, Bhiwadi Alwar Bypass 75 MTR. Road Dharuhera Rewari HR 123401" to Begampur Khatola, Khandsa, Near Krishna Maruti, Gurgaon, Basai Road, Gurugram, Haryana, 122001 with effect from 01st October 2023.
VI. 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 2023-24.
VII. DIVIDEND AND RESERVES
During the financial year under review, the Board has not recommended any dividend and does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 2023-24 in the profit and loss account.
VIII. SHARE CAPITAL OF THE COMPANY
A. During The Financial Year:
During the year under review, the shareholders of the Company at their Extra Ordinary General Meeting held on 21st December, 2023 approved the following changes in the capital structure of the Company:
(a) Increase in Authorized Share Capital of the Company
FROM existing ? 24,00,00,000/- (Rupees Twenty Four Crore) comprising of 18,00,00,000 (Eighteen Crore) equity shares of ? 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of ? 10/-(Rupees Ten) Each
TO Rs. 25,20,00,000/-(Rupees Twenty Five Crore Twenty Lakhs) divided into 19,20,00,000 (Nineteen Crore and Twenty Lakhs) equity shares of ? 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of ? 10/- (Rupees Ten) Each.
(b) Issue of Convertible Equity Warrants to certain identified Non-Promoters Individuals/Entities on preferential basis
1,82,00,000 (One Crore Eighty Two Lakhs) Convertible Warrants were issued to certain non-promoter individuals/entities on a preferential basis at an issue price of ? 21.78 (Rupees Twenty One and Seventy Eight Paise) each, aggregating to ? 39,63,96,000/- (Thirty Nine Crore Sixty Three Lakhs Ninety Six Thousands).
Each warrant is convertible into one equity share. The Company received 25% of Convertible Warrants subscription amount of ? 9,90,99,000/- (Nine Crore Ninety Lakhs ninety Nine Thousands), as application money for all warrants.
Furthermore, the Company received the remaining 75% of Convertible Warrants subscription amount of ? 7,51,41,000/- (Seven Crore Fifty One Lakhs Forty One Thousands) for 46,00,000 (Forty Six Lakhs) Convertible Warrants and issued 46,00,000 (Forty Six Lakhs) equity shares against those warrants.
Post the above allotment of securities, the Paid-up Share Capital of the Company as on 31st March, 2024 stood at ? 23,43,96,000/- (Rupees Twenty Three Crore Forty Three Lakhs Ninety Six Thousands) comprising of 17,49,46,000 (Seventeen Crore Forty Nine Lakhs Forty Six Thousands) equity shares of ? 1/- (Rupee One) each and 20,00,000 (Twenty Lakhs) 1% Non-Cumulative Redeemable Preference Shares of ? 10/-(Rupees Ten) Each and 39,45,000 (Thirty Nine Lakhs Forty Five Thousands) 10% Non-Cumulative Redeemable Preference Shares of ? 10/- (Rupees Ten) Each.
During the year under review, your company has not made any buy back of shares, nor issued any sweat equity shares or ESOP.
B. Post the closure of year under review:
Post the closure of the year under review, the shareholders of the Company at their Extra Ordinary General Meeting held on 08th May, 2024 approved the following changes in the capital structure of the Company:
FROM ? 25,20,00,000/-(Rupees Twenty Five Crore Twenty Lakhs) divided into 19,20,00,000 (Nineteen Crore and Twenty Lakhs) equity shares of ? 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of ? 10/- (Rupees Ten) Each.
TO ? 63,20,00,000/- (Rupees Sixty Three Crore Twenty Lakhs) divided into 57,20,00,000 (Fifty Seven Crore Twenty Lakhs) equity shares of ? 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of ? 10/- (Rupees Ten) Each.
(b) Issue of Bonus Shares
Your company has issued and allotted 34,98,92,000 (Thirty Four Crore Ninety Eight Lakhs Ninety Two Thousands) bonus shares of ? 1 each in the proportion 2:1 i.e. 2 (Two) new fully paid-up equity share of ? 1/- (Rupee One Only) each for every 1 (One) fully paid-up Equity Shares of ? 1/- (Rupee one only) to the Members holding Equity Shares of the Company as on the record date i.e. 23rd May 2024.
Post the above allotment of securities, the Paid-up Share Capital of the Company as on date of this report stands increased to ? 58,42,88,000/-(Rupees Fifty Eight Crore Forty Two Lakhs Eighty Eight Thousands) divided into 52,48,38,000 (Fifty Two Crore and Forty Eight Lakhs Thirty Eight Thousands) equity shares of ? 1/-(Rupee One) Each and 20,00,000 (Twenty Lakhs) 1% Non-Cumulative Redeemable Preference Shares of ? 10/- (Rupees Ten) Each and 39,45,000 (Thirty Nine Lakhs Forty Five Thousands) 10% Non-Cumulative Redeemable Preference Shares of ? 10/- (Rupees Ten) Each.
IX. FINANCIAL STATEMENTS OF THE COMPANY
The Financial Statement of the company for the FY 2023-24 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 2023-24 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
X. 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.
XI. 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.
XII. DIRECTORS/KMP
(A) 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 the date 31st March 2024:
S.NO. NAME OF DIRECTORS/KMP
DIN
DESIGNTAION
During the period under review, the following changes occurred in the Position of Directors/KMP's of the Company.
S.No. NAME OF DIRECTORS/KMP
DESIGNATION
CHANGE
After the closure of financial year, the following changes occurred in the Position of Directors/KMP's of the Company
S.No. NAME
Mrs. Manisha Goel, Non-Executive - Non Independent Director retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholders' approval for her re-appointment forms part of the 40th AGM Notice.
(B) 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, Mrs. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.
(C) DECLARATION BY INDEPENDENT DIRECTORS
Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 ("SEBI Listing Regulations"). There has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.
During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.
XIII. BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.
The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of committee meetings, etc.
In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.
In the Board meeting that followed the meeting of the independent directors, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The members concluded that the Board was operating in an effective and constructive manner.
XIV. 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 details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report, which forms part of this Annual Report.
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).
XV. 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 31.03.2024 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.
As per the provisions of the Act, 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 13th February, 2024 where all the independent directors were present.
XVI. 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 2023-24, Nomination and Remuneration Committee met three (3) times during FY 2023-24 and Stakeholder Relationship Committee met once during the FY 2023-24.
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.
XVII. 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.
XVIII. AUDITORS AND THEIR REPORTS
As per auditors' report, no fraud u/s 143 (12) reported by the auditor.
(A) 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, 2024 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 2023-24 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. Trade payables, trade receivables and other loans and advances given or taken are subject to reconciliation and confirmation.
2. We draw attention to the matter reported in the audit report dated May 29, 2024 issued by the other auditor on the standalone financial statement of Pluto Biz Developers Private Limited, a subsidiary which describes that its other financial assets and other financial liabilities are subject to reconciliation and confirmation.
3. We draw attention to the matter reported in the audit report dated May 29, 2024 issued by the other auditor on the standalone financial statement of Wintage Infra Height Private Limited, a subsidiary which describes that its non-current assets, other financial assets and other current financial liabilities are subject to reconciliation and confirmation.
4. We draw attention to the matter reported in the audit report dated May 29, 2024 issued by the other auditor on the standalone financial statement of Kashish Projects Private Limited, a fellow subsidiary which describes that its other current assets and financial liabilities are subject to reconciliation and confirmation.
(B) 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, 2024.
(C) SECRETARIAL AUDITORS:
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 2023-24.
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 I 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. The Annual Secretarial Compliance Report pursuant to regulation 24A of SEBI (LODR), 2015 was filed delayed.
3. There was delayed appointment of Whole-time Company Secretary Company pursuant to Section 203 read with Regulation 6(1) of SEBI (LODR), 2015. Appointment was made on September 18, 2023.
The Company was in the process of identifying or hiring suitable person for the vacant position which took time more than expected. 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.
The compounding of the said default is under processing 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 2023-24.
There are some observations reported by Mr. Sachin Khurana in the report regarding the delay submissions of few intimations.
XIX. 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.
XX. 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.
XXI. 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.
XXII. 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.
XXIII. 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.
XXIV. 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, 2024, 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.
XXV. 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–II to this Report.
XXVI. 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:
Particulars
XXVII.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 2024 is forming the part of this Annual Report.
XXVIII. 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.
XXIX. ACQUISITION MADE BY COMPANY
During the year under review, the Company had acquired a land measuring 19.60 acre (approx.) situated at "Village - Mitraon, Tehsil - Najafgarh, Distt.- South West, New Delhi - 110043" from Aryahi Buildwell Private Limited for expanding its real estate activities.
XXX. INVESTMENTS IN SUBSIDIARIES
During the year under review, the Company subscribed to the Equity Share Capital of the following companies:
Name of Company
Date of Acquisition
Atara Developers Private Limited*
14th March 2024
*Atara Developers Private Limited was a subsidiary of Mverx Technologies Private Limited. During the year, Mverx Technologies P(Ltd) is acquired by your company for combined consideration of Rs. 110 lakhs resulting Atara Developers P(Ltd) being Step down subsidiary of Newtime Infrastructure Limited.
XXXI. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES
The Company has following subsidiaries as on 31st March 2024:
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-III 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. Vincent Infraprojects Private Limited is ceased to be subsidiary with effect from 29.03.2024.
2. Archon Estates Private Limited is ceased to be subsidiary with effect from 29.03.2024.
XXXII. 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 IV to this Report.
The Related Party Transaction Policy is available on the Company's website under the web link www.newtimeinfra.in
XXXIII. 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.
XXXIV. EXTRACT OF ANNUAL RETURN
The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Company's website at www.newtimeinfra.in
XXXV. HUMAN RESOURCE MANAGEMENT
At NIL, we believe that employees are the strong pillars which lay the foundation of our success. To ensure a strong foundation, we select, hire and develop the right talent which is aligned to Company's values, mission and vision and will lead us on a path to success. A skilled workforce delivers more effectively, leading their own growth as well as the growth of the organisation. We provide trainings to our employees such as induction training, on-the-job training, skill-upgradation and behavioural trainings. We have various employee engagement activities to ensure that the employees feel engaged at work and to strengthen the mental and emotional connect that they feel towards their work, work environment and organisation. Our human resources' focus is on hiring the best talent, improving efficiencies with optimized cost. We continue to hire people with the right competencies to ensure efficient, timely and high quality execution of our projects.
XXXVI. VIGIL MECHANISM / WHISTLE BLOWER POLICY
In accordance with Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has formulated a vigil mechanism to address the genuine concerns, if any, of the Directors and employees. The vigil mechanism is overseen by the Audit Committee and every person has direct access to the Chairperson of the Audit Committee. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Company's website at the link: www.newtimeinfra.in
XXXVII. 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.
XXXVIII. 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 of women 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.
XXXIX. 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/-
Rajiv Kapur Kanika Kapur
Date: 05.09.2024
Director
Place: Gurugram
DIN: 07154667