Annual Report Nutek 2008 09
Annual Report Nutek 2008 09
Annual Report Nutek 2008 09
ANNUAL REPORT
BOOK POST
2008-2009
NU TEK
Particulars No.
1. Executive Summary 1
2. Director’s Report 2
4. Corporate Governance 12
7. Subsidiary in Turkey
i Director’s Report 64
ii Auditor’s Report 66
iii Balance Sheet 67
iv Profit & Loss Account 67
v Schedules 68
vi Accounting Policy 69
Executive Summary
Mr. Inder Sharma, Chairman cum Managing Director
Mr. Vineet Sirpaul, Whole Time Director
Mrs. Sumati Sharma, Director
Mr. Sandeep Bedi, Director
Mr. Vishal Jain, Director
Mr. Amit Nitin Rane, Director
Mr. Sachin Mehra, Additional Director
AUDITORS
REGISTERED OFFICE
CORPORATE OFFICE
BANKERS
WEBSITE
www.nutek.in
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Director’s Report
To,
The Shareholders
Your Directors have the pleasure in presenting the Sixteenth Annual Report on the business and operation of the
Company together with the Audited Statements of Accounts for the year ended 31st March 2009.
Financial Highlights
Particulars For the year ended For the year ended
31st March, 2009 31st March, 2008
Rs. in Crores Rs. in Crores
Income from Operation 159.08 95.16
Other Income 10.38 01.54
Total Income 169.46 96.70
Total Expenses 144.19 66.41
Profit before Tax and Depreciation 26.39 31.17
Less, Depreciation 1.12 00.88
Profit before Tax 25.27 30.28
Profit after Tax 16.25 19.45
Profit after Tax available for appropriation 14.47 19.45
Proposed Dividend/ Dividend on preference share paid during the year 1.72 0.585
Dividend distribution Tax 0.29 0.099
Balance to the credit of Profit and loss account 12.45 18.76
During the year under review (2008-2009) the turnover of the company has kept pace with the past trends and
shown increase of about 67% during the financial year. In absolute terms the turnover is Rs. 169.46 Crores for
the financial year 2008-09 as
compared to Rs.96.70 Crores for financial year 2007-08. Further the Profit before tax & depreciation (PBDIT) is
26.39 Crores as compared to previous year’s Rs. 20.63 Crores.
TRANSFER TO RESERVES
The Company has carried balance of Rs.12.45 Crores to the Reserve & Surplus Account of the Balance Sheet as
on 31st March 2009.
DIVIDENDS
The Board has decided to recommend dividend @Rs.1 per Equity Share for the year ended 31st march 2009.
INVESTMENTS
During the year under review, the Company has invested 2,00,000USD in Nutek Telekomünikasyon Daniºmanlik
Mühendislik Ve Diº Ticaret San. Ltd. ªti, its subsidiary in Turkey to infuse more equity capital. The Company holds
75% of the equity shares of the said subsidiary. In addition to that your Company invested 10,000 HK Dollars (Hong
Kong Dollars) in Nu Tek (HK) Private Limited, wholly owned subsidiary of the Company to acquire 10,000 shares
of face value 1 HK Dollar each.
QUALITY
Your Company is an ISO 9001:2000 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 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. Under observance of the aforementioned customer satisfaction
is the company’s main priority: we want to be our customers’ preferred supplier.
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
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Nu Tek India Limited
ANNUAL REPORT 2009
since 27th of August, 2008. Your Company’s 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 Company’s 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, Nutek
Telekomünikasyon Daniºmanlik Mühendislik Ve Diº Ticaret San. Ltd. ªti 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 Company’s
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 Company’s 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
(Particulars of Employees) Rules, 1975 as amended is attached to this Report.
IPO
Your company offered 35,00,000 fresh equity shares of Rs. 10 each at primium of Rs.182 per share through the
IPO during the year along with offer for sale of 10,00,000 equity shares of Rs.10 each at the same price by one of
existing shareholders, which was successfully subscribed by the public.
BOARD OF DIRECTORS
The Board of Directors comprises of 7 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. Amit Nitin Rane, Mr. Sandep Bedi and Mr. Vishal Jain are
Independent Directors. Mr. Sachin Mehra has been appointed as an Additional Director by the Board as on 30th
October, 2008 and is considered as Independent Director.
During the year no Director resigned from the Board. Mr. Sandeep Bedi and Mr. Vishal Jain are retiring by rotation
and are eligible to be reappointed as Director. The terms of the office of Mr. Sachin Mehra is expiring with the
commencement of ensuing Annual General Meeting. He is eligible for appointment as regular director. The Board
recommends the re-appointment of Mr. Sandeep Bedi and Mr. Vishal Jain and appointment of Mr. Sachin Mehra by
the Members in the Annual General Meeting.
AUDITORS
The Auditors of the Company M/s Vinod Kumar & Associates, 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 Vinod Kumar & Associates, 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
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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. The Foreign exchange earning is Rs.6.46 Crores and out go of the foreign exchange is
Rs.51.89 Lakhs during the year.
• 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;
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 departments. 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.
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Nu Tek India Limited
ANNUAL REPORT 2009
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Management Discussion & Analysis
OUR ECONOMY
The Indian economy, which was on a robust growth path up to 2007-08, averaging at 8.9 per cent during the period
2003-04 to 2007-08, witnessed moderation in 2008-09, with the deceleration turning out to be somewhat sharper
in the third quarter. While the growth deceleration was primarily driven by the knock on effects of the global
economic crisis, it also reflected to some extent the slowdown associated with cyclical factors. Industrial growth
experienced a significant downturn and the loss of growth momentum was evident in all categories, viz., the basic,
capital, intermediate and consumer goods. A hitherto key growth driver, services sector, witnessed some moderation,
notwithstanding a counter-cyclical rise in the growth of community, social and personal services on the back of
implementation of the Sixth Pay Commission recommendations. Although agriculture also recorded a deceleration
in growth, the agricultural outlook remains satisfactory, with the sowing in the rabi season being higher than that in
the previous year.
The slowdown in the Indian economy during 2008-09 has been associated with a deceleration in investment
demand, which had been an important driver of growth in recent years. The adverse conditions for access to
external capital, and the depressing effects of the global crisis on domestic business confidence contributed to the
moderation in investment demand. The deceleration in private consumption expenditure was partly offset by a
sharp increase in Government consumption expenditure during the third quarter emanating from the discretionary
fiscal stimulus measures and committed expenditures.
India also experienced the knock-on effects of adverse international developments in conjunction with domestic
factors affecting liquidity conditions. Simultaneously capital flow reversals took place, which impacted the equity
markets as well as the foreign exchange market. The equity markets, which had remained subdued throughout
2008-09, began to pick-up in the last week of March, in line with the international developments.
TELECOM INDUSTRY
The development of world-class telecommunication infrastructure is the key to rapid economic growth and to bring
social change of the country. Indian telecommunication sector has undergone a major process of transformation
through significant policy reforms, particularly beginning with the announcement of National Telecom Policy (NTP)
1994 and was subsequently re-emphasized and carried forward under NTP 1999. Government has aggressively
increased plan allocations to the Communication sector, which has helped develop and expand the telecom
infrastructure, improving the tale-density in the country. Driven by various policy initiatives, including gradual opening
up of the telecom sector to competitive forces, the Indian telecom sector witnessed a complete transformation in
the last decade. It has achieved a phenomenal growth during the last few years and is poised to take a big leap in
the future too.
CURRENT SCENARIO
India is the second largest wireless network market in the world after China. Indian Telecom sector is witnessing
a resurgent growth and has emerged as the fastest growing telecom market in the world with the addition of about
130 million subscribers during 2008-09, an average monthly addition of around 11 million subscribers. During
March 2009, a total of 15.9 million subscribers were added as compared to 10.4 million additions during March
2008. The growth in this sector is also contributing significantly in the economic growth of the country.
The total number of telephone connections reached 429.72 million at the end of March 2009 as compared to
300.51 million in March 2008. The overall tele-density reached to 36.98% at the end of March, 2009 as against
26.22% in March 2008. According to DoT estimates, the numbers of subscribers are expected to reach around 800
million by 2012.
The Telecom Subscriber base growth during the financial year 2008-09 is given below:
(subscribers in Milion) As on 31.03.2009 As on 31.03.2008 % change
Wireless 391.76 261.09 50.04 %
Wireline 37.96 39.42 (3.70%)
Total 429.72 300.51 42.99 %
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Nu Tek India Limited
ANNUAL REPORT 2009
Growth in Tele-density
The overall tele-density reached 33.23% in December 2009, as against 25.64% in March 2008 and 18.22% in
March 2007. Despite the impressive growth in the telecom sector, the overall tele-density in India is low as
compared to other countries, mainly owing to low tele-density in rural India. The following table depicts the penetration
of telecom services in rural & urban areas in the country:
Tele-density as of Rural (%) Urban (%) Overall (%)
Mar-04 1.70 21.30 7.58
Mar-05 1.74 26.20 9.08
Mar-06 1.86 37.99 12.70
Mar-07 5.78 47.24 18.22
Mar-08 9.34 63.67 25.64
Dec-08 12.59 81.38 33.23
Widening of Rural and Urban Tele-density gap
(Source: TRAI)
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Passive infrastructure includes of all the passive components of the network: steel tower/antenna mounting
structures, BTS room/shelter, power supply, battery bank, invertors, DG set for power backup, air conditioner, fire
extinguisher, security cabin, among others. These components are not dependent on the type of communication
technology being used by the network riding atop the site, namely GSM, CDMA, 3G, WiMax, FM Radio, digital
terrestrial transmission, etc. We estimate that roughly two-third of capex for a wireless network is spent on passive
infrastructure.
2. Active infrastructure
Active infrastructure constitute the electronics that power the network and includes all the active components of a
wireless network such as spectrum (radio frequency), radio antenna, BTS/cell site (base transceiver station) and
microwave equipment. Each cellular operator will have to own a BTS at each tower site. A tower site can have 1/2/
3/4 or more cell sites, depending on the occupancy level/tenancy ratio of that tower.
3. Transmission Media
Transmission Media is the network that connects the BTS/cell site to a base station controller (BSC) that controls
tens or scores of BTS in a particular area. A transmission network may work on:
• Point-to-point microwave radio transmission
• Point-to-multipoint microwave access technologies like LMDS, WiFi or WiMax;
• Optical fibre links
• Digital Subscriber Line (DSL)
• Ethernet
EMERGING TREND & GROWTH FACTORS
The continued growth in the number of cellular subscribers and service provider alongwith stabilising minutes of
usage per subscriber would require telecom operators to add additional equipments and investment on cell sites
to maintain optimum performance of their networks. Today, the cellular operators have to continuously increase
their foot-print by offering services to areas where there is no coverage. In order to meet the growing demand of
new subscribers and the market conditions, the telecom operators are resorting more and more to outsourcing
their network roll out components. The activities like operation and maintenance are now being routinely outsourced
by all major telecom operators. Alongwith Operations and maintenance, several outsourcing deals like Network
Management and Managed Services are being structured. At Nu Tek, we offer all outsourced services related to
design, installation, construction, operation and maintenance of telecom networks.
The separation of the tower business by the leading operators has created separate entities focused on tower
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Nu Tek India Limited
ANNUAL REPORT 2009
sharing. A huge number of towers are expected/being built by the third party independent Tower companies like
Indus, Quippo-WTTIL, ATC-Excel, GTL Infrastructure Limited, and Essar Telecom Infrastructure Pvt. Ltd. These
shared sites generally have higher capital cost involved, which implies higher per unit revenue for telecom
infrastructure services companies.
• Introduction of new concepts like MNP and MVNO
Mobile Number Portability (MNP) is expected to be implemented soon wherein the subscribers would be able to
change the service providers while retaining their existing mobile numbers. Further, DoT has issued guidelines for
Mobile Virtual Network Operator (MVNO) wherein the companies/players would offer mobile telecom services
(similar to one being offered by mainstream telecom network operators) without actually owning telecom
infrastructure and spectrum. The MVNO purchases the bulk airtime from network operators and focuses on
marketing it through innovative means.
With MNP and MVNO in place, the existing Operators would be forced to improve the Quality of Service in order to
retain existing subscribers. This will in turn lead to a greater demand for the towers to improve On-Road Coverage.
The in-building coverage will also be required to be drastically improved, which again would require investments
by the operators into Turnkey In-building coverage solutions.
• Huge planned capex
The high capex requirement to increase coverage to tap the growing subscriber base, together with the declining
yield per minute has resulted in a huge demand for towers. While currently there are about 260,000 towers in the
country, the requirement for number of towers is likely to increase to 450,000 by 2012 to provide connectivity to the
growing subscriber base. While the geographical expansion to the rural and semi-urban areas would lead to a
demand for towers, the increasing usage would require more towers in the existing areas to handle the growing
traffic.
While the Indian Telecom industry is preparing itself for the 3G/BWA technology to enable high speed data
transmissions and video conferencing over mobile phones, the implementation of the same would lead to an
increased demand for the towers/telecom sites as the high speed data transfer requires higher and closer
location of telecom sites.
OUR BUSINESS
We are a telecom infrastructure services company providing rollout solutions for wireless and fixed telecom
networks. Our strength lies in the breadth of services we offer in the telecom infrastructure space. The business
offerings include services in Turnkey Site Build, Active Equipment Implementations, Technical Support Services
and Operations & Maintenance. We are also registered with Department of Telecommunication as Infrastructure
Provider - Category I.
In Turnkey Site Build, we provide services right from the site identification and designing, to installation of towers
and other ancillary passive equipments. This includes entire Project Planning and Management Services. In
Active Equipment Implementations, we provide services like Installation, Commissioning and Integration of
active telecom equipment for wireless, wireline and optical technologies. In Technical Support Services, we
provide services in high-end telecom engineering that includes Network planning, Transmission planning, Radio
Network Optimisation, Networks Benchmarking, and Network Auditing. We provides these services on a activity/
time basis. In Operations & Maintenance, we provide 24x7x365 maintenance services for passive telecom
infrastructure (preventive and corrective maintenance on periodic contracts), and first-line maintenance of active
infrastructure.
We are also involved in creation of In-building Networks for the Wireless and Data Applications. The CDMA network
on the underground section of the Delhi Metro Rail Corridor is one such example.
The client list constitutes of all the prominent players in the telecom industry that includes Third Party Infrastructure
Leasing Companies (like Indus Towers, Quippo, WTTIL), Telecom operators (like Airtel, Vodafone, Idia, Reliance
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Communications, Aircel), and Telecom Equipment Manufacturers (like Ericsson, Nokia Siemens Network, Huawei,
ZTE, Motorola).
We have considerable expertise in rolling out projects in the most difficult of the terrains, both in India and Overseas.
For our overseas clients, we provide services through our subsidiaries in Turkey and Hong Kong, and cater to the
growing needs of our clients in the Asia Pacific region and other Emerging Markets like Middle East and North
Africa.
With site-offices and facilities located in major cities and having executed projects in all the 23 telecom circles, we
have the wherewithal to undertake multi-site projects pan-India.
Business Performance
FY2009 was a high growth period for the company, wherein the income from operations increased by 67.2% to
reach Rs 159.1 crores. Project related expense for the year was Rs 97.6 crores, an increase of 111.1% primarily on
account of pass through of material supplied for the turnkey sites. The employees cost for the year was Rs 17.4
crores compared to 13.1 crores for the previous year, an increase of 32.9%. Other expenditure for the year was
substantially higher at Rs 26.4 crores as against 4.8 crores for FY2008, mainly owing to write-off of unservicable
projects under progress amounting to Rs 13.0 crores and bad debts of Rs 5.4 crores. As a result, PBIT (profit from
operations before other income and interest) stood at Rs 16.5 crores as against Rs 30.1 crores for the previous
year. Other income for the year was higher at Rs 10.4 crores, primarily on account of write-back of liabilities
amounting to Rs 7.1 crores on account of unservicable projects under progress. The net profit from ordinary
activities after tax was Rs 16.3 crores as compared to Rs 21.3 crores for FY2008.
Adjusting for net of write-offs, as mentioned above, PBIDT (profit before interest, depreciation and tax) for FY2009
grew 16.1% to Rs 36.0 crores compared to Rs 31.0 crores for the previous year.
During the year, the revenue contribution from different services witnessed a significant change and was skewed
more towards Full Turnkey (FTK) services. Revenue share of FTK services were 74% as compared to 58% during
the previous year. The contribution of Telecom Implementation (TI) services was stable at 14% (13% previous
year). The contribution of Technical Support Services (TSS) and Operations & Maintenance (O&M) services were
lower at 9% and 3%, respectively, compared to 16% and 12% in FY2008.
On a consolidated basis, income from operations during FY2009 stood at Rs 180.3 crores, wherein revenue of Rs
15.5 crores and Rs 5.8 crores were contributed by our subsidiaries in Turkey and Hong Kong, respectively. Profit
from operations before interest was Rs 30.6 crores, to which the subsidiaries in Turkey and Hong Kong added Rs
1.5 crores and Rs 2.2 crores, respectively. The net profit from ordinary activities after tax stood at Rs 19.6 crores,
which includes contribution of Rs 1.2 crores and Rs 2.2 crores from the two respective subsidiaries.
SWOT Analysis
Strength
Weakness
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Nu Tek India Limited
ANNUAL REPORT 2009
Opportunity
• Large and growing domestic market. Huge capex lined-up by existing as well as new operators
• Increasing competition amongst network operators to result in better QoS and hence the incremental
business opportunity for companies like Nu Tek
• Introduction of new technologies / concepts like 3G, BWA, MNP, MVNO, etc. to throw open new business
opportunities
Threat
• Our revenues are closely aligned to the Telecom Industry. Any adverse impact on the industry would
directly affect our business
• Increased competition may lead to pricing pressures
• With tower sharing gaining popularilty, demand growth for incremental towers is likely to slowdown
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Corporate Governance Report
Corporate Governance is the set of policies, processes and practices by which a company conducts its affairs in
pursuit of its business goals. It encompasses everyone connected or affected by the activities of the corporation –
from the board room to senior management to employees to all other stake holders which includes shareholders,
lenders, suppliers and customers. In fact good governance practices or their lack, can have an impact on even the
environment and community at large.
Corporate Governance, though multi faceted, rests on the following main pillars:
1. Transparency
2. Accountability
3. Fair and equal treatment of all shareholders
4. Compliance with regulations
5. Sustainable value creation for all shareholders
6. Ethical practices
In this background the Board of Directors and the senior management have a special responsibility to ensure that
the principles of Corporate Governance such as transparency, accountability, discharge of fiduciary duties,
compliance requirements and above all, shareholder interest are always at the centre of the company’s activities.
Good Governance can be achieved only if it is embedded as part of corporate life in the DNA of the organization.
Given below are the company’s corporate governance policies and practices for 2008-09as per laws and mandates
of the Securities and Exchange Board of India (SEBI) and the stock exchanges through Clause 49 of their listing
agreements. Transparency, fairness, disclosure and accountability have been central to the working of the company,
its management and its board of directors. As will be seen, Nu Tek’s corporate governance practices and disclosures
go well beyond complying with the statutory and regulatory requirements.
Philosophy of the Company on Corporate Governance:
With these policies, the Company aims to attract best financial and human resources and to perform efficiently to
create and maximize the wealth of the stakeholders. The Company is committed to uphold these concepts and
practices.
I. Board of directors
The Board of Directors of the Company (“the Board”) consists of 7 Directors; amongst them 4 are Independent
Directors, amongst non Independent Director, there is 1 is Non-Executive Director. Composition of the Board and
category of Directors are as follows:
According to Clause 49, if the chairman is an executive, at least half of the board should consist of non-executive,
independent directors. This provision has been adequately met at Nu Tek India Limited.
Composition
The composition of Board of Directors as on 31.03.2009 is as follows:
1. Mr. Inder Sharma Chairman & Managing Director
2. Mr. Vineet Sirpaul Executive Director
3. Mrs. Sumati Sharma Non – Executive Director
4. Mr. Sandeep Bedi Independent non-executive Director
5. Mr. Vishal Jain Independent non-executive Director
6. Mr. Ameet N. Rane Independent non-executive Director
7. Mr. Sachin Mehra Independent non-executive Director
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Nu Tek India Limited
ANNUAL REPORT 2009
and involved in setting up of one of the initial GSM network alongwith Motorola India Ltd. He promoted Nu Tek India
Private Limited in 1993. He is responsible for the overall management and supervision of the activities of our
Company and for the development of strategies for our future growth. He is also director on the Board of Nu Tek
Structures Private Limited, Nu Tek Cellulars Private Limited, Nu Tek Telesoft Private Limited and Oriental Stitch
Private Limited.
Mr. Vineet Sirpaul
Mr. Vineet Sirpaul is graduate Electronics Engineer from Bombay University and has done PGDBM from “Institute
for Integrated Learning in Management” (IILM), Delhi. He joined our company in July 1996 and has worked in
various management positions. He became director of our company in May 2007 and is responsible for Business
Development and client’s coordination. During his tenure in our company, he has contributed towards developing
and putting into practice various policies to improve organizational performance including policies related with HR,
Project Management Basics, Quality, Responsiveness and Organization Restructuring.
Mrs. Sumati Sharma
Mrs. Sumati Sharma is a post graduate and one of the Subscribers of Memorandum of the Company. She is
Director in the Company since the date of incorporation of the Company. She is also Director in Nu Tek Structures
Private Limited and Oriental Stitch Private Limited. She gives valuable advise to the company on HR matters.
Mr. Sandeep Bedi
Mr. Sandeep Bedi is B.E. in Computer Engineering from Pune University. He has 13 years of experience in Electronics
and Telecom field. He started his career as System Analyst in TCS Ltd in April, 1994 and has worked in senior
position with EDS, IBM, Keane India Ltd., Genpact Software and Agilent Technologies (as India Head -E Business
Division). Presently he is working as Associate director of COLT Telecom responsible for transition, solutions,
programme management and global delivery.
Mr. Vishal Jain
Mr. Vishal Jain, B.E. (Electronics & Communication), PGDBM (Finance), ICFAI. He was awarded Silver medal for
being national top performer in ICFAI, Hyderabad. He completed his MBA from National University of Singapore and
Columbia Business School together. He started his corporate life in the year 2000 with Apple Computers in
Singapore as project team leader. He joined DSP Merrill Lynch in the advisory capacity in 2001.There he was
handling projects on client asset investments of US $350MM.
Mr. Ameet Nitin Rane
Mr. Ameet Rane is a graduate in Economics from University of Texas. He has 5 years of experience in investment
management / investment banking. He started his career in 2002 with Merrill Lynch & Co. as an Investment
Banking Analyst in the Global Industries Group. Later, he worked with Delaware Street Capital, L.P. and is presently
working with BAM India Advisory as an Analyst. He joined the board of our company in November, 2007 as
independent director. He represents Balyasny SI Limited – the strategic investor in our company having shareholding
of 11.99%. He has been considered as an independent director in the absence of any shareholding in the individual
capacity.
Mr. Sachin Mehra
Mr. Sachin Mehra is a Graduate in Computer Science from USA. He is having vast knowledge and experience in
good corporate governance as he is director on the Board of listed as well as unlisted companies. He has been
appointed as additional director by the Board on 30th October, 2008. His office has as director is expiring with the
commencement of the ensuing annual general meeting. However, the Board is recommending his appointment
as regular director. He is Director on the Board of Mega Cabs Limited, Mega Holidays Limited and Mega Corporation
Limited amongst others.
Board procedures
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specific needs of the Company.
(ii) The meetings are generally held at the Company’s Corporate Office at B-27, Infocity, Sector-34, Gurgaon,
Haryana. (iii) Information supplied to the board
The Board is presented with all the relevant information well in advance before each meeting on various matters
affecting the working of the company, as well as those that require deliberation at the highest level.
In addition to items which are required to be placed before the board for its noting and/or approval under the
statutes or regulations, information is also provided for the periodic review/information on various items, as may
be applicable, such as:
a. Agenda and Notes on Agenda are circulated to the Directors, in advance, in the defined Agenda format. All
material information is incorporated in the Agenda Papers for facilitating meaningful and focused discussions at
the meeting.
b. In special and exceptional circumstances, additional or supplementary item(s) on the agenda are permitted.
Sensitive or highly confidential subject matters may be discussed at the meeting without written material being
circulated in advance.
The Company Secretary records the minutes of the proceedings of each Board and Committee meeting. Draft
minutes are circulated to all the members of the Board / Committee for their comments. The finalized minutes of
proceedings of a meeting are entered in the Minutes Book as per the requirement of Companies Act, 1956.
D. Compliance
The Company Secretary while preparing the agenda, notes on agenda, minutes etc. of the meeting(s), is responsible
for and is required to ensure adherence to all the applicable laws and regulations including the Companies Act,
1956 read with the Rules issued thereunder.
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ANNUAL REPORT 2009
Attendence of Directors at Board meeting , last Annual General Meeting and number of other directorships /
memberships / Chairmanships of each Directors in various companies
Director No. of No. of Last AGM No. of No. of
Meetings Meetings attended memberships Committee
Held Attended (Y/N) in other memberships
Public in all Public
Companies Companies*
Inder Sharma 9 9 Y - 1
Sumati Sharma 9 9 Y - 2
Vineet Sirpaul 9 9 Y 0 -
Vishal Jain 9 4 Y 1 1
Sandeep Bedi 9 2 N 0 1
Amit Nitin Rane 9 0 N 1 -
Sachin Mehra* 1 1 NA 3 -
*Appointed on 30th October, 2008.
The last AGM was held on 27th September, 2008 at the registered office of the company, B-14A, Devika Towers,
Nehru Place, New Delhi-19.
• The directors are not a member in more than 10 committees or are not acting as a Chairman of more than
five committees across all companies in which they are director.
• Private limited companies, foreign companies and companies under section 25 of the Companies Act,
1956 are excluded for the purpose of adhering to the limit of number of membership in committees.
• Only audit committee and shareholders’ grievance committee are considered for the purpose of committee
positions as per the listing agreement.
Number of Board meetings held and the dates on which held:
Nine Board Meetings were held during the year. The Company has held at least one Board meeting in every
three months and the maximum time gap between any such two meetings was not more than four months. The
details of the meeting are as under
S. No. Date No. of Present at the Leave of
Directors meeting Absence
granted
1 27th June, 08 6 5 1
2 17th July, 08 6 3 3
3 06th August, 08 6 3 3
4 14th August, 08 6 3 3
5 18th August, 08 6 3 3
6 21st August, 08 6 4 2
7 30th October, 08 6 5 1
8 24th December, 08 7 3 4
9 30th January, 09 7 5 2
Pecuniary relationship or transactions of non-executive directors
1. All related party transactions have been disclosed to Audit Committee and appropriately disclosed in
terms of the Accounting Standards in the Financial Statements.
2. The Register of Contracts maintained by the company according to the provisions of section 301 of the
Companies Act, 1956, contains record of the related party transactions. The register is signed by all the
directors present during the respective board meetings.
Non-Executive director’s Compensation and Disclosure
There is no policy of the company to pay fees / Compensation to the Non-executive directors except for the
sitting fee for attending the meetings.
15
Code of Conduct
The Company is committed to conducting business in accordance with the highest standards of business ethics
and complying with applicable laws, rules and regulations. The Company believes that a good corporate governance
structure would not only encourage value creation but also provide accountability and control systems commensurate
with the risks involved.
The Board of Director has laid down a code of conduct for all Boards members and senior management personnel
of the company in the meeting held on 6th of August, 2008. All Board members and senior management personnel
have, , affirmed compliance with the code of conduct before 30th of April, 2009 as per the requirement of listing
agreement. A declaration to that effect, duly signed by the Chairman & Managing Director has been received by the
board. The same have been posted on the company’s website also.
II Committees
Audit Committee
Constitution and composition
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 was re-constituted as per the requirements under
the Listing Agreement by our Directors at their Board meeting held on November 12, 2007.
The Audit Committee currently consists of:
Mr. Sandeep Bedi Member (Independent Director)
Mrs. Sumati Sharma Member (Non Executive Director)
Mr. Vishal Jain Member (Independent Director)
Two Third members of the audit committee are independent, whereas all three members are non-executive
directors and are “financially literate”. Vishal Jain and Sandeep Bedi have a financial and accounting background
and can be considered as having accounting or related financial management expertise.
Terms of reference
The members of the Committee shall elect one among themselves as Chairman of the Committee for presiding
over the meeting unless otherwise decided by the Committee. Mr. Vishal Jain has been appointed as the Chairman
of the Audit Committee during the year. Company secretary of the company, Mr. Sanjay Kumar Singh is the secretary
to the committee.
The purpose of the Audit Committee is to ensure the objectivity, credibility and correctness of the company’s
financial reporting and disclosure processes, internal controls, tax policies, compliances and legal requirements
and associated matters. The Committee meets at least four times in a year.
The terms of reference of the Audit Committee includes:
1. To oversight of the company’s financial reporting process and the disclosure of its financial information to
ensure that the financial statement is correct, sufficient and credible.
2. To recommend to the Board, the appointment, re-appointment and, if required, the replacement or removal
of the statutory auditor and the fixation of audit fees.
3. To approval the payment to statutory auditors for any other services rendered by the statutory auditors.
4. To review reports of Internal Auditor and recommend the same to the Board.
5. To meet with Statutory/Internal Auditors periodically and discuss their findings, suggestions and other
related matters.
6. To review the auditor’s report on the financial statements and to seek clarifications thereon if required from
the auditors.
7. To stipulate and review weakness in internal control, if any, and make recommendations relating thereto to
the Board in order to ensure compliances of internal control system.
16
Nu Tek India Limited
ANNUAL REPORT 2009
8. To act as a link between Statutory Auditor, Internal Auditor and Board of Directors.
9. To select and establish Accounting Policies and to review and recommend changes thereto, if any to the
Board.
10. To finalize the annual program and internal audit.
11. To review quarterly, half-yearly financial statements for henceforth submission to the Board along with their
suggestions, recommendations thereof.
12. To investigate into any matter in relation to the items specified herein.
13. To review any matter referred to it by the Board of Directors from time to time.
14. Reviewing, with the management, the annual financial statements before submission to the board for
approval, with particular reference to:
14.1 Matters required being included in the Director’s Responsibility Statement to be included in the
Board’s report in terms of clause (2AA) of section 217 of the Companies Act, 1956.
14.2 Changes in accounting policies and practices and reasons for the same.
14.3 Major accounting entries involving estimates based on the exercise of judgment by
management
14.4 Significant adjustments made in the financial statements arising out of audit findings
14.5 Compliance with legal requirements relating to financial statements
14.6 Disclosure of any related party transactions
14.7 Qualifications in the draft audit report.
15. Reviewing, with the management, performance of statutory and internal auditors, and adequacy of the
internal control systems.
16. Reviewing the adequacy of internal audit function, if any, including the structure of the internal audit department,
staffing and seniority of the official heading the department, reporting structure coverage and frequency of
internal audit.
17. Discussion with internal auditors any significant findings and follow up there on.
18. Reviewing the findings of any internal investigations by the internal auditors into matters where there is
suspected fraud or irregularity or a failure of internal control systems of a material nature and reporting the
matter to the board.
19. Discussion with statutory auditors before the audit commences, about the nature and scope of audit as well
as post-audit discussion to ascertain any area of concern.
20. To look into the reasons for substantial defaults in the payment to the depositors, debenture holders,
shareholders (in case of nonpayment of declared dividends) and creditors.
21. To review the functioning of the Whistle Blower mechanism, in case the same is existing.
22. Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.
23. To monitor the utilization of issue proceeds and make appropriate recommendations to the Board of Directors.
Attendance of each Member of Audit Committee at meetings held during the year
NAME OF MEMBERS OF AUDIT COMMITTEE NO. OF MEETINGS ATTENDED
Mr. Vishal Jain 4
Mrs. Sumati Sharma 4
Mr. Sandeep Bedi 3
Mr. Inder Sharma (Invitee) 4
Mr. Vineet Sirpaul (Invitee) 4
17
Four Committee meetings were held during the year. The meetings were scheduled well in advance. In addition
to the members of the audit committee, these meetings were attended by the heads of finance of the company and
those executives of the company who were considered necessary for providing inputs to the committee.
The details of the meeting are as under:
• To approve splitting of share certificates, consolidation of share certificates and related matters
including issue of fresh share certificates in lieu of the split / consolidated certificates.
• Issue of duplicate share certificates in lieu of lost, mutilated and destroyed certificates.
18
Nu Tek India Limited
ANNUAL REPORT 2009
Mr. Sanjay Kumar Singh, Company Secretary is the Compliance Officer for complying with the requirements of
the Listing Agreement with the Stock Exchanges in India and for complying with the requirements of SEBI
(Prohibition of Insider Trading) Regulations, 1992.
Remuneration committee
Nu Tek constituted the remuneration committee of the board on 12th November 2007, and its composition remained
unchanged during the year. The committee has not met till date. It consisted of the following non-executive
independent directors.
The compensation committee currently consists of:
1. Mr. Sandeep Bedi Chairman (Independent Director)
2. Mrs. Sumati Sharma Member (Non Executive Director)
3. Mr. Vishal Jain Member (Independent Director)
The terms of reference of the Compensation committee is given below:
• To review the remuneration of whole time/ managing director, including annual increment and
commissions, after reviewing their performance;
• Review the remuneration policy followed by the company, taking into consideration the performance of
senior executives on certain parameters;
• Such other matters as may from time to time be required by any statutory, contractual or other regulatory
requirements to be attended to by the Remuneration Committee.
The meeting of the Committee was held on 30th October, 2008 to consider the increase in the remuneration of Mr.
Vineet Sirpaul, whole Time Director. All the members of the Committee were present in the meeting. They
recommended increase in remuneration of Mr. Vineet Sirpaul from Rs.16,00,000/- upto Rs.50,00,000/- Subject to
approval of the Board and the Members in their meeting.
III. Subsidiary Companies
There is no non-listed Indian Subsidiary of Nu Tek India Limited.
The board of Nu Tek India Limited periodically reviews the minutes of Board meetings of unlisted subsidiary. The
management periodically brings to the attention of the Board, a statement of all significant transactions and
arrangements entered into by the unlisted subsidiary company (‘Nutek Telekomunikasyon Danismanlik Muhendislin
Ve Dis Ticaret Sanayi Limited Sirketi’, an LLC incorporated in Turkey) and Nutek (HK) Private Limited a company
incorporated in Hong Kong, SRA. The Company is holding 100% shares of Nutek (KH) Private Limited and 75%
capital in ‘Nutek Telekomunikasyon Danismanlik Muhendislin Ve Dis Ticaret Sanayi Limited Sirketi’, an LLC
19
incorporated in Turkey).
IV. Disclosure
20
Nu Tek India Limited
ANNUAL REPORT 2009
v. Dematerialization of shares: The share transfer work is handled by the registrar. The share
transfer agent is AArthi Consultants Private limited, 1-2-285, Domalguda, Hyderabad-500 029
SEBI Reg. No.: INR 000000379.
21
Information on general body meetings
The last three annual general meetings of the company were held at the registered office of the company at B-14A,
Devika Towers, Nehru, Place, New Delhi- 110019 on the following dates and time:
GENERAL BODY MEETINGS:
Details of Previous 3 AGM & Special Resolution passed are as follows:
No. of Date Time Location Special
AGM esolution
Passed
15th 27.09.2008 11:30 A.M Registered Office- B-14A,
Devika Towers, Nehru Place,
New Delhi-110019. 1
14th 28.09.2007 11:00 A.M. Registered Office- B-14A,
Devika Towers, Nehru Place,
New Delhi-110019. 0
13th 30.09.2006 11:00 A.M. 7, Shikha Apartments,
Plot No. 48, I.P. Extension,
Patparganj, New Delhi-110092. 2
All special resolutions moved at last three Annual General Meetings were passed by show of hands by requisite
majority of Members attending the meeting and none of these resolutions were required to be passed by postal
ballot.
Remuneration of our Directors
Mr. Inder Sharma, Chairman and Managing Director
Mr. Inder Sharma was appointed as Managing Director of our company with effect from 1st April 2006 for a period
of 5 years. His remuneration was revised in the Extra Ordinary General Meeting on 27th April 2007 and was
increased to Rs 9,600,000 (Ninety Six Lacs) per annum, to be payable as follows for the whole of his term of
appointment with effect from 1st April 2007.
Basic Salary : Rs 4,000,000 per annum
Ex-gratia : Rs 400,000 per annum
Other perquisites : Rs 5,000,000 per annum
Gratuity : As per Company Rule (Rs 200,000) per annum
Mr. Inder Sharma is entitled to get salary including the entire perquisite upto the maximum amount of Rs 9,600,000
(Ninety Six Lacs) per annum and in case of loss or inadequate profit of the company, he will be entitled to get
maximum Rs 2,400,000 (Twenty Four Lacs) per annum as his salary.
Mr. Vineet Sirpaul, Executive Director
Mr. Vineet Sirpaul has been appointed as Executive Director of our company with effect from 17th May 2007 for a
period of 5 years. His remuneration was confirmed in the extra ordinary general meeting of our company held on
August 15, 2007 as per details given below.
Basic Salary : Rs 96,000 per annum
HRA : Rs 57,600 per annum
TA : Rs 9,600 per annum
Technical allowance : Rs 1,109,328 per annum
Other perquisites : Rs 288,000 per annum
Gratuity : As per Company Rule
Mr. Vineet Sirpaul is entitled to get salary including entire perquisite upto the maximum amount of Rs 1,600,000
(Sixteen Lakh) per annum in case of loss or inadequate profit of the Company, he will be entitled to get
maximum Rs 1,200,000 (Twelve Lakh) per annum as his salary.
However the Board of Directors of the Company on the recommendation of the remuneration committee of the
Company has approved the increase in the remuneration of Mr. Vineet Sirpaul as per the details given below,
however the approval of the members is yet to be accorded.
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Nu Tek India Limited
ANNUAL REPORT 2009
“RESOLVED THAT pursuant to provisions of Section 198, 269, 309 and other applicable provisions, if any of the
Companies Act, 1956 read with schedule XIII as amended and subject to the necessary approval of members in
their meeting, the overall limit of the remuneration to be paid to Mr. Vineet Sirpaul be and is hereby increased from
Rs.16,00,000/- to Rs.50,00,000/- per annum, which also includes the yearly increments to be given to him and Mr.
Inder Sharma, Chairman and Managing be and is hereby authorized to fix any remuneration between Rs.16,00,000/
- to Rs.50,00,000/- per annum. In case of loss Mr. Vineet Sirpaul will be entitled to get salary of Rs.20,00,000/- per
annum. In no case he will get salary of more than 50,00,000/- without getting a fresh approval from the members
in their meeting. The maximum permissible salary structure would be as follows:
Basic Salary Rs.20,00,000/- per annum
Perquisites Rs.20,00,00/-per annum
Others Rs.10,00,000/-per annum
V. CFO /CEO Certification
That the board has obtained the certificate from CFO / CEO of the company stating that:
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of
their knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain
statements that might be misleading;
(ii) these statements together present a true and fair view of the company’s affairs and are in compliance
with existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during
the year which are fraudulent, illegal or violative of the company’s code of conduct.
(c) They accept responsibility for establishing and maintaining internal controls and that they have evaluated
the effectiveness of the internal control systems of the company and they have disclosed to the auditors
and the Audit Committee, deficiencies in the design or operation of internal controls, if any, of which they
are aware and the steps they have taken or propose to take to rectify these deficiencies.
(d) They have indicated to the auditors and the Audit committee
(i) significant changes in internal control during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in
the notes to the financial statements; and
(iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company’s internal control system
VI. Report on corporate governance
This chapter forms the report on corporate governance pursuance to the Clause 49 of Listing agreement.
VII. Compliance
Auditors’ certificate on corporate governance
The company has obtained the certificate from the Practicing Company Secretary, regarding compliance with the
provisions relating to corporate governance laid down in Clause 49 of the listing agreement with the stock
exchanges. This report is annexed to the directors’ report for the year 2008-09, and will be sent to the stock
exchanges along with the annual report to be filed by the Company.
Place: Gurgaon
Date: 20th June, 2009
23
Certificate issued by the CFO/Chairman and Managing Director under clause 49
of the Corporate Governance:
(a) They have reviewed financial statements and the cash flow statement for the year and that to the best of their
knowledge and belief:
(i) these statements do not contain any materially untrue statement or omit any material fact or contain statements
that might be misleading;
(ii) these statements together present a true and fair view of the company’s affairs and are in compliance with
existing accounting standards, applicable laws and regulations.
(b) There are, to the best of their knowledge and belief, no transactions entered into by the company during the year
which are fraudulent, illegal or violative of the company’s code of conduct.
(c) They accept responsibility for establishing and maintaining internal controls and that they have evaluated the
effectiveness of the internal control systems of the company and they have disclosed to the auditors and the Audit
Committee, deficiencies in the design or operation of internal controls, if any, of which they are aware and the steps
they have taken or propose to take to rectify these deficiencies.
(d) They have indicated to the auditors and the Audit committee
(i) significant changes in internal control during the year;
(ii) significant changes in accounting policies during the year and that the same have been disclosed in the notes
to the financial statements; and
(iii) instances of significant fraud of which they have become aware and the involvement therein, if any, of the
management or an employee having a significant role in the company’s internal control system over financial
reporting.
Ashok Sinha Inder Sharma
VP Finance Chairman & Managing Director
24
Nu Tek India Limited
ANNUAL REPORT 2009
25
Auditor’s Report
The Members of
(ii) In our opinion, proper books of accounts as required by law have been kept by the company so far as
appears from our examination of those books;
(iii) The Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this report are in
agreement with the books of account;
(iv) In our opinion, the Balance Sheet, Profit and Loss Account and Cash Flow Statement dealt with by this
report comply with the Accounting Standards referred to in sub-section (3C) of section 211 of the
Companies Act, 1956;
(v) On the basis of written representations received from the directors, as on 31st March 2009 and taken on
record by the Board of Directors, we report that none of the directors is disqualified as on 31st March
2009 from being appointed as director in terms of clause (g) of sub-section (1) of section 274 of the
Companies Act, 1956;
4. Attention is drawn to the followings:
Rs.
26
Nu Tek India Limited
ANNUAL REPORT 2009
a. in the case of the Balance Sheet, of the state of affairs of the company as at 31st March, 2009;
b. in the case of the Profit and Loss Account, of the profit for the year ended on that date; and
c. in the case of the Cash Flow Statement, of the cash flows for the year ended on that date.
For VINOD KUMAR & ASSOCIATES
Chartered Accountants
Vinod Jain
Partner
M. No. 081263
Place: New Delhi
Date: 16th June, 2009
27
Annexure Referred to in Our Report of Even Date
1. (a) The company has maintained proper records showing full particulars including quantitative details
and situation of fixed assets.
(b) The company is having a phased programme to conduct physical verification of Fixed Assets over a
period of two years, which in our opinion is fair & reasonable considering the nature of its operation
and size of the business. Pursuant to the programme, the management physically verified a portion
of the fixed assets in the previous financial year 2007-08 and no significant discrepancies were
noticed on such verification. No physical verification was carried out during the year.
(c) In our opinion and according to information and explanation given to us, no substantial part of the
fixed assets has been disposed off during the year.
2. (a) The company does not carry any inventory at the end of the year. During the year, the inventory has
been physically verified by the management. In our opinion, the frequency of verification is reasonable.
There is no system of physical verification of Project under Progress.
(b) The procedures of physical verification of inventories followed by the management are reasonable
and adequate in relation to the size of the company and the nature of its business.
(c) The company is maintaining proper records of inventory and no material discrepancies were noticed
on verification between the physical stocks and the book records during the year.
3. (a) In our opinion and according to information and explanation given to us, the company has not
granted any loans, secured or unsecured to companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956.
(b) Since, the company has not granted any loans as referred to in Para 3(a) above, provisions of clause
4 (iii)(b) to 4 (iii)(d) of the Order are not applicable to the Company.
(c) In our opinion and according to information and explanation given to us, the company has not taken
any loans, secured or unsecured from companies, firms or other parties covered in the register
maintained under section 301 of the Companies Act, 1956.
(d) Since, the company has not taken any loans as referred to in Para 3(c) above, provisions of clause 4
(iii)(f) and 4 (iii)(g) of the Order are not applicable to the Company.
4. In our opinion and according to the information and explanations given to us, there is an adequate
internal control system commensurate with the size and nature of its business with regard to
purchases of inventory, fixed assets and for the sale of goods and services except that in case of
trading operations, Project Under Progress, monitoring and recovery of debtors and creditors, internal
control system needs to be strengthened. The system of certification & approval of milestone from the
customers in a timely manner is essential and require significant strengthening. The system of
recording of material consumed and its allocation to specific project and project wise monitoring of
cost need to be strengthened.
5. (a) The contracts or arrangements referred to in section 301 of the Act have been entered in the register
maintained under section 301 of the Companies Act, 1956.
(b) In our opinion, and according to the information and explanations given to us, the transaction made
in pursuance of contract or arrangements entered in the register maintained under section 301 of the
Companies Act, 1956 in respect of any party during the year have been made at prices which are
reasonable having regard to prevailing market prices at the relevant time.
6. In our opinion, and according to the information and explanation given to us, the company has not
accepted any deposits within the meaning of section 58A, 58AA or any other relevant provisions of the
Companies Act, 1956.
7. In our opinion, the company has an internal audit system commensurate with the size and nature of
its business.
28
Nu Tek India Limited
ANNUAL REPORT 2009
8. In our opinion, and according to the information and explanation given to us, the company is not
required to maintain the records pursuant to the rules made by the Central Government for
maintenance of cost records under section 209 (1) (d) of the Companies Act, 1956.
9. (a) The Company is not regular in depositing with appropriate authorities undisputed statutory dues
including Provident Fund, Employees’ State Insurance, Income-tax, Sales-tax, Service tax. According
to the information provided to us, there is no amount, which is required to be deposited in Investors
Education and Protection Fund. To the best of our knowledge and belief and according to the
information and explanations given to us, provisions pertaining to excise duty and customs duty are
not applicable to the Company. The company is regular in paying other statutory dues as applicable
to it.
(b) According to the information and explanations given to us, following undisputed statutory dues payable
in respect of Income-tax, Service tax, cess were in arrears, as at 31st March, 2009 for the period of
more than six months from the date they become payable:
Name of the Nature of Dues Amount (Rs.) Period to which Current Status as
Statute (Excluding dues relate on date of
Interest) reporting
Income Tax Income Tax 9,35,00,000/- Assessment Year Not Paid
Act, 1961 2008-09
Income Tax Advance Income 4,05,59,798/- Quarter-I and Not Paid
Act, 1961 Tax Quarter-II of
Assessment Year
2009-10
Income Tax Advance Fringe 21,09,802/- Quarter-I and Not Paid
Act, 1961 Benefit Tax Quarter-II of
Assessment Year
2009-10
Income Tax Tax Deducted 70,78,969/- April 2008- Paid
Act, 1961 at Source September,2008
Finance Act Service Tax 56,16,082/- April 2008- Paid
September,2008
The above amounts do not include interest and other dues as may be payable on account of non-
payment / delay in payments of statutory dues, which could not be quantified.
(c) According to the information & explanations given to us and the records of the company examined by
us, there are no dues of Income Tax/ Sales Tax/ Wealth Tax/ Service Tax/ Cess, which have not been
deposited on account of any dispute.
10. The Company has no accumulated losses at the end of the financial year 31st March, 2009. The
company has neither incurred cash losses during the current financial year nor in the immediately
proceeding financial year.
11. In our opinion, the company has not defaulted in repayment of dues to a financial institution or bank
or debenture holders. Accordingly, the provisions of clause 4 (xi) of the Order are not applicable.
12. According to the information and explanations given to us, the Company has not granted any loans
and advances on the basis of security by way of shares, debentures and other securities. Accordingly,
the provisions of clause 4 (xii) of the Order are not applicable.
13. According to information and explanation given to us, the company is not a chit fund or a nidhi/
mutual benefit fund/ society. Therefore, the provisions of clause 4 (xiii) of the Order are not applicable
to the company.
14. (a) During the year the company has done dealing and trading in shares and has maintained proper
records of the transactions and contracts.
29
(b) According to information and explanations given to us, we are of the opinion that timely entries and
updation have been made therein.
(c) The company has held shares, securities and other investments in its own name.
15. In our opinion and according to the information and explanations given to us, the Company has not
given any guarantees for loans taken by others from banks or financial institutions.
16. In our opinion, the term loans have been applied for the purpose for which they were raised.
17. According to information and explanations given to us and on an overall examination of the balance
sheet of the company, we are of the opinion that the funds raised on short-term basis have not been
used for long-term investment.
18. The company has not made preferential allotment of shares during the year, to parties and companies
covered in the register to be maintained under section 301 of the Act.
19. The Company has not issued any debentures during the year and accordingly, the provisions of
clause 4 (xix) of the Order are not applicable to the Company.
20. The management has disclosed the end use of money raised by public issues (refer note 11 of notes
to accounts of Schedule 12) and the same has been verified by us.
21. Based upon the audit procedures performed and the information and explanations given by the
management, we report that no material fraud on or by the company has been noticed or reported
during the course of our audit.
For VINOD KUMAR & ASSOCIATES
Chartered Accountants
VNOD JAIN
Partner
M.No. 081263
Place : New Delhi
Date : 16th June, 2009
30
Nu Tek India Limited
ANNUAL REPORT 2009
The Schedule referred above form an integral part of the Balance Sheet
As per our separate audit report of even date attached
31
Profit & Loss Account for the Year ended 31st March 2009
32
Nu Tek India Limited
ANNUAL REPORT 2009
Schedules to and forming part of the Balance Sheet & Profit and Loss Account
230,000,000 230,000,000
1,418,244,820 727,463,069
33
Other Loans And Advances
-Secured against hypothecation of Office Equipments 2,453,708 9,851,564
-Secured against Lien on shares - 11,932,973
-Secured against hypothecation of Vehicle 24,389 116,199
128,422,988 65,348,101
Unsecured Loans
Other Loans & Advances
-from Body Corporate - 30,000,000
30,000,000
Schedule- 5 : Investments
Quoted
Short Term Number of Units
Mutual Funds (Non Trade) Previous Year Current Year
Birla Sun Life Income Plus Fund NIL 4,381,350 51,263,277 -
Birla Sun Life Short Term Fund - Growth NIL 11,747,521 122,597,125 -
HDFC Income Fund NIL 6,295,952 126,057,558 -
HSBC Income Fund -STP Weekly Dividend NIL 653,365 6,576,428 -
DSP Merrill Lynch Liquidity Fund - Div -Rev Option NIL 30,293 319,536 -
Reliance Medium Term Fund - Growth NIL 4,828,008 87,720,566 -
DSP Merrill Lynch liquid Plus Institutional
Plan - Weekly Dividend 56259 NIL - 56,337,234
394,534,490 56,337,234
Less : Diminution in Value of Investments 2,262,700 -
Total Short Term Quoted Investments (A) 392,271,790 56,337,234
Long Term Number of Shares
Mutual Funds (Non Trade) Previous Year Current Year
Reliance Diversified Power Sector Fund 356420 356,420 20,000,000 20,000,000
Reliance Growth Fund Retail Plan 272926 272,926 20,000,000 20,000,000
Franklin Templeton India Life Stage
Fund of Funds- The 50’s Plus 90348 90,348 903,476 903,476
Equity Shares in Listed Companies
Gulf Oil Corporation Limited
(Face Value Rs 2/-per share) 10000 NIL - 3,439,829
India Bulls Real Estate Ltd ( Face Value Rs 2/-per share) 5000 NIL - 3,307,861
Jayaswal Neco Limited (Face Value Rs 10/- per share) 50000 22,249 1,746,050 3,421,226
Larsen & Toubro Limited ( Face value Rs 2/ per share) 2000 NIL - 8,116,211
Noida Toll Bridge Ltd (Face Value Rs 10/- per share) 45000 NIL 2,353,660
Reliance Energy (BSES) Ltd
( Face value Rs 10/- per share) 2000 NIL - 3,591,518
(Separate statement of Investment is
Annexed forming part here of)
Total of Long Term Quoted Invetsments (B) 42,649,526 65,133,781
Unquoted
Long Term
Investment in Subsidiaries:
‘Nutek Telekomunikasyon Danismanlik Muhendislin
Ve Dis Ticaret Sanayi Limited Sirketi’, an LLC
incorporated in Turkey.(Holding 75% of the capital) 9,227,975 633,694
Nutek HK Pvt Ltd (10,000 shares of HK$1 each) 63,898 -
Total of Unqouted Investments (C) 9,291,873 633,694
34
Nu Tek India Limited
ANNUAL REPORT 2009
35
Profit on sale of car 4,248 -
Liabilities Written back (Refer Note No.10 to Notes to Accounts) 70,829,515 -
103,804,216 15,405,487
Schedule - 9: PROJECT RELATED COSTS
Direct Expenses
Equipment Hire Charges 13,343,176 12,400,118
Job Charges 201,664,579 75,663,931
Consumables 365,942,447 87,008,916
Purchase of Telecom Equipment for trading 268,524,060 220,554,140
Boarding & Lodging Allowance 17,867,496 15,307,247
Rent 2,297,689 7,819,391
Professional Fees 1,765,727 1,019,645
Freight & Cartage A/c 37,039,304 4,957,153
Tender Charges -187,200 240,915 Site
Expenses 4,715,937 2,780,249
Tools 4,082,023 1,666,864
Total (A) 917,055,238 429,418,569
Indirect Expenses
Legal Charges 425,855 -
Computer Repairs & Maintenance 325,971 55,134
Car Hire Charges 21,293,375 12,257,946
Conveyance Expenses 5,098,209 4,499,498
Telephone Expenses 3,871,151 2,320,157
Tour & Travelling Expenses 7,679,292 6,678,898
Repair & Maintenance 152,453 270,778
Security Charges 9,073,852 4,125,830
Service Charges 105,188 234,944
Computer Hire Charges 4,970 947,340
Car Running & Maintenance 290,481 409,254
Guest House Expenses 702,451 656,831
Rent 10,243,817 649,160
Total (B) 59,267,065 33,105,770
Total Project Related Costs (A)+(B) 976,322,303 462,524,339
Schedule- 10 : OPERATIVE & ADMINISTRATION EXPENSES
36
Nu Tek India Limited
ANNUAL REPORT 2009
37
Schedule - 4 : FIXED ASSETS
Car 25.89% 13,939,051 7,673,663 459,534 21,153,180 9,880,487 2,503,691 415,782 11,968,396 9,184,784 4,058,564
Computer 40.00% 5,057,502 680,633 - 5,738,135 4,094,137 517,355 - 4,611,492 1,126,643 963,365
Office Equipment 18.10% 5,316,801 - - 5,316,801 2,089,114 584,211 - 2,673,325 2,643,476 3,227,687
Furniture & Fixture 18.10% 8,305,269 785,520 - 9,090,789 2,592,116 1,099,717 - 3,691,832 5,398,957 5,713,153
38
Laptop 40.00% 15,133,076 4,622,540 - 19,755,616 7,469,391 3,971,634 - 11,441,025 8,314,591 7,663,685
Other Office
Equpment 13.91% 3,220,476 166,490 - 3,386,966 1,270,132 279,496 - 1,549,628 1,837,338 1,950,344
Scooter 25.89% 28,576 - - 28,576 17,489 2,870 - 20,360 8,216 11,087
Plant & Machinery 13.91% 689,847 - - 689,847 393,531 41,218 - 434,749 255,099 296,316
TEMS 13.91% 14,725,000 - - 14,725,000 735,029 1,946,005 - 2,681,034 12,043,966 13,989,971
Genset 13.91% 2,105,681 - - 2,105,681 194,082 265,903 - 459,985 1,645,695 1,911,599
TOTAL 68,521,279 13,928,846 459,534 81,990,590 28,735,509 11,212,100 415,782 39,531,826 42,458,764 39,785,770
Previous Year 41,258,740 27,497,439 234,900 68,521,279 20,111,585 8,831,993 208,070 28,735,509 39,785,770 21,147,155
Nu Tek India Limited
ANNUAL REPORT 2009
Cash Flow Statement for the year ended 31st March, 2009
Particulars AMOUNT (Rs.) AMOUNT (Rs.)
2008-09 2007-08
A. Cash Flow from operating activities:
Net Profit before extra ordinary items and Taxation 252,748,259 302,813,972
Adjustment for:
Depreciation 11,212,099 8,831,993
Loss/(Profit) on Sale of Investment 16,191,512 (3,388,931)
Profit on Sale of Fixed Assets (4,248) (1,170)
Dividend Income (18,547,549) (5,916,471)
Interest Income from FDR (1,427,415) (2,245,824)
Interest Paid 8,595,004 8,495,696
16,019,404 5,775,293
Operating Profit before working capital changes 268,767,663 308,589,265
Adjustment for:
Trade and other receivables (562,137,741) (473,403,742)
Trade payables 82,860,224 156,188,677
Other Payables 4,542,180 269,871
Cash generated from operations (205,967,674) (8,355,929)
Direct taxes paid 21,244,155 97,051,100
Cash flow before extraordinary items (227,211,829) (105,407,029)
Extraordinary items: - -
Net Cash from/ (used in) operating activities (227,211,829) (105,407,029)
39
Schedule – 12: Notes to the Accounts & Significant Accounting Policies
(A) Significant Accounting Polices
1. Basis of Accounting
The company maintains its accounts on going concern basis following the historical cost convention as
per the generally accepted accounting principles prevalent in India and on accrual method of accounting.
2. Basis for preparation of financial statements
The financial statements have been prepared under the historical cost convention, in accordance with
Accounting Standards notified by the Central Government and the provisions of the Companies Act, 1956,
as adopted consistently by the Company. All income and expenditure having a material bearing on the
financial statements are recognized on accrual basis.
The preparation of financial statements in conformity with Accounting Standards requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
financial statements, and the reported amounts of revenues and expenses during the reporting period.
Examples of such expenses include estimates of contract completion costs, provision for doubtful debts,
useful lives of fixed assets etc. Actual results could differ from those estimates. Any revision to accounting
estimates is recognised prospectively in current and future periods.
3. Revenue Recognition
Revenue from Sales/Services is accounted for as net of taxes and the principles of revenue recognition
are given below:-
Revenue from services rendered is recognized as the service is performed.
Income from turnkey projects is recognized as a percentage and in proportion to work completion.
However in cases of contracts where consideration is separately defined / identified for supply of
goods/materials whose distinct identity remains even after project completion, revenue is
recognized based on delivery at site to the customers.
In case of fixed-price contracts, revenue is recognized based on the milestones achieved as
specified in the contracts.
Revenue from sales is recognized upon passing of title/ shipment/Installation of the products
and on transfer of significant risk and rewards of ownership.
Dividend income is recognized when the right to receive dividend is established.
Interest is recognized on time proportion basis.
4. Fixed Assets
Fixed Assets are stated at cost of acquisition inclusive of freight, duties, taxes and expenses incidental
to acquisition and installation till its present location.
5. Depreciation
Depreciation on Fixed Assets has been provided on Written down Value Method as per rates prescribed by
Schedule-XIV to the Companies Act, 1956.
6. Borrowing Cost
Borrowing costs that are directly attributable to the acquisition or construction of Fixed Assets, which take
substantial period of time to get ready for its intended use, are capitalized until the time all substantial
activities necessary to prepare such assets for their intended use are complete. Other borrowing costs
are recognized as an expense in the year in which they are incurred.
7. Impairment
Accounting for impairment of Fixed Assets is done in accordance with the Accounting Standard 28 –
“Impairment of Assets”. Accordingly, the carrying values of assets are reviewed at each reporting date to
40
Nu Tek India Limited
ANNUAL REPORT 2009
determine if there is indication of any impairment. If any indication exists, the assets’ recoverable amount
is estimated. For assets that are not yet available for use, the recoverable amount is estimated at each
reporting date. An impairment loss is recognised whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount. Impairment losses are recognised in the Profit and
Loss Account. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined net of depreciation
or amortisation, if no impairment loss has been recognised.
8. Employee Benefits
All employee benefits payable/available within twelve months of rendering the service are
classified as short-term employee benefits in terms of Accounting Standard 15 (Revised)–
“Employee Benefits”. Benefits such as salaries, wages and bonus etc., are recognised in the
Profit and Loss Account in the period in which the employee renders the related service.
Gratuity costs are defined benefits plans. The present value of obligations under such defined
benefit plan is determined based on actuarial valuation carried out by an independent actuary
using the Projected Unit Credit Method, which recognises each period of service as giving rise to
additional unit of employee benefit entitlement and measure each unit separately to build up the
final obligation.
The obligation is measured at the present value of estimated future cash flows. The discount
rates used for determining the present value of obligation under defined benefit plans, is based
on the market yields on Government securities as at the balance sheet date, having maturity
periods approximating to the terms of related obligations.
Actuarial gains and losses are recognized immediately in the Profit and Loss Account.
Benefits under the Company’s leave encashment scheme constitute other long term employee
benefits. The obligation in respect of leave encashment is provided on the basis on actuarial
valuation carried out by an independent actuary using the Projected Unit Credit Method, which
recognises each period of service as giving rise to additional unit of employee benefit entitlement
and measure each unit separately to build up the final obligation.
The obligation is measured at the present value of estimated future cash flows. The discount
rates used for determining the present value of obligation under defined benefit plans, is based
on the market yields on Government securities as at the balance sheet date, having maturity
periods approximating to the terms of related obligations.
Actuarial gains and losses are recognized immediately in the Profit and Loss Account
The company is contributing to the Employee Provident Fund maintained under the Employees
Provident Fund Scheme by the Central Government.
9. Finance Lease
Accounting for Financial Lease is done in accordance with Accounting Standard 19 – “Leases”. The
assets are included in fixed assets and the capital elements of the leasing commitments are shown as
obligations under leases liability. The capital element is applied to reduce the outstanding obligations
and the interest element is charged against profit in proportion to the reducing capital element outstanding.
Depreciation on Assets held under finance leases has been provided on Written down Value Method as
per rates prescribed by Schedule-XIV to the Companies Act, 1956.
10. Accounting for Investments
Investments are accounted for in accordance with the Accounting Standard 13 – “Accounting for
Investments”. Investments that are readily realizable and intended to be held for not more than a year are
classified as current investments. All other Investments are classified as long term investments. Accordingly,
The Long Term Investments are recorded at cost except where there is permanent diminution in its value.
41
The Short Term Investments are recorded at Cost or Market Price whichever is lower. Unrealized
loss arising due to the fall in market price is provided for in the accounts and any gain thereof is
ignored.
11. Foreign Currency Transactions
Foreign Currency transactions are being recorded in accordance with Accounting Standard 11 “The Effects
of changes in Foreign Exchange Rates”. Accordingly,
Foreign currency transactions are accounted at the exchange rates prevailing on the date of the
transactions. Gains and losses, if any, at the year-end in respect of monetary assets and monetary
liabilities not covered by the forward contracts are recognized in the Profit and Loss Account.
Non-Monetary items denominated in foreign currency are stated at the rate prevailing on the date
of the transaction.
12. Taxes on Income
Deferred Tax:
Deferred Tax Liability is provided pursuant to Accounting Standard – 22, “Accounting for Taxes on Income”.
Deferred Tax Assets and Deferred Tax Liability are calculated by applying tax rates and tax laws that have
been enacted or substantively enacted at the balance sheet date. Deferred Tax Liability arising mainly on
account of excess depreciation allowed under Income tax laws.
Deferred Tax Assets due to expenses disallowed under section 40(a) under tax laws and on account of
other timing differences are recognized only to the extent there is reasonable certainty of its realization.
Deferred Tax Assets due to unabsorbed depreciation or carry forward of losses under tax laws is recognizes
only to the extent that there is a virtual certainty supported by convincing evidence that sufficient future
taxable income will be available against which such deferred tax asset can be realized.
Current Tax:
The provision for Taxation is based on estimated assessable total income of the company as determined
under the Income Tax Act 1961.
13. Provisions, Contingencies and Contingent Assets
Provisions, Contingencies and Contingent Assets are accounted for in accordance with Accounting Standard
29 – “Provisions, Contingent Liabilities & Contingent Assets”. Accordingly,
A provision is created when there is a present obligation as a result of a past event that probably
requires an outflow of resources and a reliable estimate can be made of the amount of the
obligation.
A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When there is a possible
obligation or a present obligation in respect of which the likelihood of outflow of resources is
remote, no provision or disclosure is made.
Contingent Assets are neither recognized, nor disclosed
(B) Notes to the Accounts
1. Contingent Liabilities
Bank Guarantees have been given to the extent of Rs.10,11,75,534/- (Previous Year: Rs 6,41,39,523/-) to
various parties in the ordinary course of business.
42
Nu Tek India Limited
ANNUAL REPORT 2009
in the ordinary course of business at least equal to the amount at which they are stated in Balance Sheet
.However, balance of sundry debtors, loans and advances are subject to confirmation. The company has
sent letter for confirmation of balances and responses received are awaited.
3. Managerial Remuneration paid/payable to Whole-time Directors
(Figure in Rupees)
Particulars 2008-09 2007-08
Inder Sharma 93,33,360 82,64,400
Vineet Sirpaul 21,11,593 14,72,528
Total 1,14,44,953 97,36,928
4. Value of Imports on CIF Basis is NIL (Previous Year: Nil).
5. Expenditure incurred in foreign currency:
(Figure in Rupees)
Particulars 2008-09 2007-08
Equipment Rental 60,841 Nil
Professional Charges 4,58,142 Nil
Total 5,18,983 Nil
6. Earning in Foreign Exchange:
(Figure in Rupees)
Particulars 2008-09 2007-08
Export of Service. 6,45,68,257 14,29,632
Total 6,45,68,257 14,29,632
7. Auditors Remuneration
(Figure in Rupees)
Particulars 2008-09 2007-08
Audit Fee 16,54,500 6,17,980
Tax Audit Fee 3,30,900 1,68,540
Other Fees 5,33,710 3,42,698
Total 25,19,110 11,29,218
*Inclusive of Service Tax
8. The company has been recognizing value of projects under progress (inventory for the company) on the
basis of milestone achieved at project sites. The management has identified specific projects which are
not been approved by the client due to malfunctioning (defects in design) amounting Rs 12,97,42,738/-
(Rupees Twelve crore Ninety Seven lakh forty two thousand Seven hundred thirty eight rupees only). The
management has done all their efforts to make these sites operational and has decided to derecognize
this revenue since it is non realizable, although earlier considered in revenue the same has now been
written off.
9. The sundry debtors included a sum of Rs 5,14,00,000/- (Rupees five crore fourteen lakh only) as receivable
from one of the major customers of the company. This amount is considered as non realizable inspite of
all efforts made by the company and the amount has been written off as bad debts.
In addition, a further sum of Rs 23,41,242/- (Rupees Twenty three Lakhs Forty One thousand two hundred
forty two only) has been written off from the other debtors as they are considered bad for recovery.
10. An amount of Rs.7,08,29,514/- (Rupees seven crore eight lakhs twenty nine thousand five hundred fourteen
only) has been written back in the books on account of renegotiation with the vendors in relation to
material purchased and professional charges. The same are no longer required to be paid and have
been written back.
11. Pursuant to the approval of the shareholders of the Company in an EGM held on 14th May 2007, the
43
Company has issued and allotted through Initial Public Offer (IPO) 35 lakhs fresh equity shares of Rs. 10
each at a premium of Rs. 182 per share along with an offer for sale of Rs 10 lakh shares of Rs 10 each to
one of the existing shareholders, viz Yamini Supplier (P) Ltd at the same price. The issue has been made
in accordance with the Company's Red Herring Prospectus dated 17th July, 2008.
The Proceeds raised from the issue and its utilization up to March 31, 2009 are given below:
Demographic Assumption
1. Retirement Age 60 Years
2. Mortality table LIC (1994-96) ultimate
3. Withdrawal Rates Ages Withdrawal Rate (%)
Upto 30 Years 3.00
Upto 44 Years 2.00
Above 44 Years 1.00
B. General description of gratuity plan (Defined benefit plan) :
The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15
days basic salary (includes dearness allowance) last drawn for each completed year of service. The
same is payable on termination of service, or retirement, or death whichever is earlier. The benefits vests
44
Nu Tek India Limited
ANNUAL REPORT 2009
after five years of continuous service. The Company has set a limit of Rs. 350,000 per employee.
C. Policy for Leave Encashment
During the year, the company has adopted a policy for awarding for Leave Encashment to its employees.
The provision is made on the basis of actuarial valuation. The company was not providing for the same in
earlier years and has adopted the policy for the first time during the current year. Hence, the entire
provision has been accounted for during the current year.
14. Transaction with related parties pursuant to Accounting Standard-18
(Figure in Rupees)
S.No. Name Nature of Nature of Amount of Transaction Amount o/s as on
Relationship Transaction
2008-09 2007-08 31 st March 31st March
09 08
1 Nu Tek HK Private Wholly Owned Sale of 8,73,490 NIL 8,73,490 NIL
Limited Subsidiary Goods
2 Nu Tek HK Wholly Owned Equity 63,898 NIL 63,898 NIL
Private Limited Subsidiary Subscription
3 Nu Tek
Telekomunikasyon
Danismanlik
Muhendislik Ve Dis Subsidiary Equity 85,94,281 6,33,694 92,27,975 6,33,694
Ticaret Sanayi Subscription
Limited Sirketi
4 Oriental Stitch Pvt. Ltd. Company Rent 42,00,000 42,00,000 34,57,800 1,24,600
Owned by Security deposit
Director for property NIL 21,00,000 21,00,000 21,00,000
5 Nu Tek Structures Company Owned
(P) Ltd. by Director and Sale of Land NIL 1,60,00,000 NIL NIL
his relative
Salary 93,33,360 82,64,400 7,77,780 6,88,700
6 Inder Sharma Key Management Rent 23,00,000 18,00,000 Nil NIL
Personnel Security deposit 7,50,000 NIL 7,50,000 NIL
for property
7 Vineet Sirpaul Key Management Salary 21,11,593 14,72,528 133,333 1,56,044
Personnel
15. Disclosure pursuant to Accounting Standard 19 'Leases' :
Asset acquired under Financial Lease : Laptops
Net Carrying Amount of Laptops as at 31st March , 2009 : Rs 67,07,528/-
( Previous Year Rs.52,67,099/-)
(Figures in Rupees)
Particulars Minimum Value of Minimum Minimum Present
Lease Lease Payments Lease Payments Value of Minimum
Payments (MLP) (MLP) Lease Payments
At 31.03.2009 At 31.03.2009 At 31.03.2008 At 31.03.2008
At the Balance Sheet date 75,64,517 60,90,843 67,93,629 54,83,003
Less than one year 45,88,652 37,65,616 34,84,452 29,46,779
One to five years 29,75,865 23,25,227 33,09,177 25,36,224
Greater than five years NIL NIL NIL NIL
45
16. Disclosure pursuant to Accounting Standard 20 'Earnings Per Share':
The Company calculates the Basic Earnings per share as required by Accounting Standard 20. For the
financial year ending 31st March 2009, the company does not have any Potential Equity shares.
(Figures in Rupees)
Particulars 2008-09 2007-08
Basic Earnings available to Equity Share holders (A) 14,47,66,096 19,23,63,942
Weighted Average Number of Equity Shares
Outstanding during the period (B) 1,58,97,656 1,26,10,284
Basic Earnings per Share (A) / (B) 9.11 15.25
Deferred tax has been calculated in accordance with the provisions of Accounting Standard - 22, Accounting
for Taxes on Income, prescribed by the Companies (Accounting Standards) Rules, 2006.The details of
which are as under:
18. Disclosure pursuant to Accounting Standard 29 'Provisions, Contingent Liabilities and Contingent
Assets':
(Figures in Rupees)
Particulars Provision for Interest Provision for Interest
on Service Tax on TDS
Opening Balance NIL 96,349
(Prev Year- Nil) (Prev Year- Nil)
Add: Provision made during the year 10,21,363 9,46,223
(Prev Year- NIL) (Prev Year- 4,54,874)
Less: Payment made during the year NIL 96,349
(Prev Year-NIL) (Prev Year-3,58,525)
Closing Balance 10,21,363 9,46,223
(Prev Year-NIL) (Prev Year- 96349)
46
Nu Tek India Limited
ANNUAL REPORT 2009
19. Statement of Investments in Fully paid up equity Shares ,forming part of the Balance Sheet as on 31st
March,2009
Security Name Opening Quantity Bought Quantity Sold Quantity Closing Quantity
BHEL EQ - 2,000 2,000 -
DLF LIMITED - 5,000 5,000 -
GTL EQ - 10,000 10,000 -
GULF OIL CORP FV2 10,000 - 10,000 -
IFCI - 100,000 100,000 -
IDBI BANK LIMITED - 25,200 25,200 -
INDIABULLS REAL EST 5,000 7,400 12,400 -
JAYASWAL NECO INDUST 50,000 - 27,751 22,249
LARSEN AND TOUBRO 2,000 - 2,000 -
NOIDA TOLL BRIDGE C 45,000 - 45,000 -
ORBIT CORPORATION LT - 3,000 3,000 -
RELIANCE INDUSTRIES - 1,000 1,000 -
RELIANCE Energy BSES 2,000 4,000 6,000 -
RELIANCE POWER LTD - 23,039 23,039 -
SPICE COMMUNICATION - 275,000 275,000 -
STATE BANK OF INDIA - 2,000 2,000 -
TOTAL 114,000 457,639 549,390 22,249
20. Details of Trading Goods pursuant to the provisions of paragraph 3 of part-II of schedule-VI of the
Companies Act, 1956.
Particulars 2008-09 2007-08
Quantity (No.) Value (In Rs.) Quantity (No.) Value (In Rs.)
Telecom equipment
Opening stock NIL NIL NIL NIL
Purchases 79,800 26,85,24,060 91,416 22,05,54,140
Sales 79,800 26,90,82,760 91,416 22,22,89,964
Closing Stock NIL NIL NIL NIL
21. Some of the additional information as required by Part II of Schedule VI are not applicable, as the
Company is not manufacturing any goods.
22. Nu Tek India Limited has been carrying on operations from site/branch offices at Mumbai, Gurgaon and
Jammu & Kashmir. The site office expenses have been incorporated in the books of head office at Gurgaon.
23. Previous year figures have been regrouped/ recast / restated wherever considered necessary to make
them comparable with those of the current year.
24. Consolidated financial statements forming part of the accounts with the Auditors report thereon are attached
herewith.
As per our separate report of even date attached
47
Auditor’s Report to the Board of Directors of Nu Tek India Limited on the
Consolidated Financial Statements of Nu Tek India Limited and Its
Subsidiaries
We have audited the attached Consolidated Balance Sheet of Nu Tek India Limited and its subsidiaries (together
referred to as ‘the Group’) as at March 31, 2009 and the Consolidated Profit and Loss Account and the
Consolidated Cash Flow Statement for the year ended annexed to thereto. These Financial Statements are
the responsibilities of the Group’s Management. Our responsibility is to express an opinion on these Financial
Statements based on our audit.
1. We conducted our audit in accordance with the auditing standards generally accepted in India. These
Standards require that we plan and perform the audit to obtain reasonable assurance whether the Financial
Statements are free of material misstatements. An audit includes, examining on a test basis, evidence
supporting the amounts and disclosures in the Financial Statements. An audit also includes assessing the
accounting principles used and significant estimates made by management, as well as evaluating the
overall Financial Statement presentation. We believe that our audit provides a reasonable basis for our
opinion.
2. We did not audit the Financial Statements of foreign subsidiaries in Turkey and Hongkong included in the
attached Consolidated Financial Statements, whose Financial Statements, prepared in accordance with
generally accepted accounting principles and policies prevalent in such countries, reflect total assets of Rs.
92,093,974 /- as at March 31, 2009 and total revenues of Rs. 229,984,093 /- for the year then ended. These
Financial Statements have been audited by other auditors, authorized to conduct audit of subsidiaries in
terms of laws and regulations of respective countries, whose reports have been furnished to us, and our
opinion, insofar as it relates to the amounts included in respect of the subsidiaries, is based solely on the
report of the other auditors.
3. We report that the Consolidated Financial Statements have been prepared by the Company in accordance
with the requirements of Accounting Standard (AS) 21, Consolidated Financial Statements, notified pursuant
to the Companies (Accounting Standards) Rules, 2006, subject to para 2 above on the basis of the separate
audited Financial Statements of Nu Tek India Limited and its subsidiaries included in the Consolidated
Financial Statements.
5. The internal control and business processes in respect of trading operations, Project Under Progress, Monitoring
and Recovery of Debtors and Creditors are required to be substantially strengthened.
6. On the basis of the information and explanation given to us and on the consideration of the separate audit
reports on individual audited Financial Statements of Nu Tek India Limited and its aforesaid subsidiaries, we
are of the opinion that, in conformity with the accounting principles generally accepted in India:
(i) The Consolidated Balance Sheet gives a true and fair view of the Consolidated state of affairs of the Group as
at March 31, 2009;
48
Nu Tek India Limited
ANNUAL REPORT 2009
(ii) The Consolidated Profit and Loss Account gives a true and fair view of the Consolidated results of operations
of the Group for the year ended ; and
(iii) The Consolidated Cash Flow Statement gives a true and fair view of the Consolidated Cash Flows of the
Group for the year then ended.
VINOD JAIN
Partner
M.No. 081263
49
Consolidated Balance Sheet as on 31st March 2009
Particulars Schedule No. Amount in Rupees
As at 31st March
2009
SOURCES OF FUNDS :
Shareholders Funds
a) Share Capital 1 172,593,000
b) Reserves and Surplus 2 1,449,711,132
c) Minority Interest 7,093,476
Loan Funds 3
a) Secured Loans 128,423,013
b) Unsecured Loans 4,304,380
1,762,125,001
APPLICATION OF FUNDS :
Fixed Assets 4
Gross Block 84,707,525
Less : Depreciation 40,228,282
Net Block 44,479,243
Capital Work in Progress 28,502,290
Total 72,981,533
Investments 5 434,921,316
Deferred Tax Asset 15,028,856
Current Assets, Loans & Advances 6
a) Projects under Progress 564,878,283
b) Sundry Debtors 667,092,838
c) Cash & Bank Balances 122,522,830
d) Loans & Advances 559,006,491
1,913,500,442
Less : Current Liabilities & Provisions 7
a) Current Liabilities 453,602,045
b) Provisions 220,705,102
Net Current Assets 1,239,193,295
1,762,125,001
Significant Accounting Policies 12
and Notes to Accounts
The Schedule referred above form an integral part of the Balance Sheet
As per our separate audit report of even date attached
50
Nu Tek India Limited
ANNUAL REPORT 2009
Consolidated Profit & Loss Account for the Year ended 31st March 2009
Particulars Schedule No. Amount in Rupees
Year ended 31st
March 2009
INCOME
Income from Operations 8 1,803,075,579
Other Income 106,732,463
Total 1,909,808,042
EXPENDITURE
Project Expenses 9 1,127,315,017
Operating & Administrative Expenses 10 465,098,234
Depreciation 4 11,929,305
Financial Expenses 11 16,078,722
Total 1,620,421,278
Profit/(Loss) before Tax and Minority Interest 289,386,764
Provisions for Tax :
Current Tax 93,246,268
Deferred Tax (4,624,362)
Fringe Benefit Tax 4,688,449
Profit After Tax and before Minority Interest 196,076,409
Less: Prior Period adjustments 12,974
Less: Tax for earlier years 17,785,193
Less: Minority Interest 2,997,803
Profit/(Loss) available for appropriations 175,280,440
Appropriations:
Proposed Dividend on Equity Shares 17,259,300
Dividend Distribution Tax 2,933,219
51
Schedules to and forming part of the Balance Sheet & Profit and Loss Account
Particulars Amount in Rupees
Year ended 31st
March 2009
(Cash Credit from Banks secured by hypothecation of Book Debts and other current
assets of the company and also secured against first charges over all the fixed assets
of the company (excluding those specifically charged in favour of others) and equitable
mortgage of three properties owned by the directors of the company and by personal
guarantee of the two directors and Lien on Fixed Deposits of Rs 2,89,00,000 with SBI)
52
Nu Tek India Limited
ANNUAL REPORT 2009
Schedule- 5 : INVESTMENTS
Quoted
Short Term Number of Units Current Year
Mutual Funds (Non Trade)
Birla Sun Life Income Plus Fund 4,381,350 51,263,277
Birla Sun Life Short Term Fund - Growth 11,747,521 122,597,125
HDFC Income Fund 6,295,952 126,057,558
HSBC Income Fund -STP Weekly Dividend 653,365 6,576,428
DSP Merrill Lynch Liquidity Fund - Div -Rev Option 30,293 319,536
Reliance Medium Term Fund - Growth 4,828,008 87,720,566
394,534,490
Less : Diminution in Value of Investments 2,262,700
392,271,790
53
NU TEK INDIA LTD.
Financial Year 2008-09
Car 13,939,051 7,673,663 459,534 21,153,180 9,880,487 2,503,691 415,782 11,968,396 9,184,784
Computer 5,057,502 680,633 - 5,738,135 4,094,137 517,355 - 4,611,492 1,126,643
Office Equipment 5,316,801 - - 5,316,801 2,089,114 584,211 - 2,673,325 2,643,476
54
Furniture & Fixture 8,680,820 2,346,306 - 11,027,126 2,623,105 1,596,921 - 4,220,026 6,807,100
Laptop 15,133,076 4,622,540 - 19,755,616 7,469,391 3,971,634 - 11,441,025 8,314,591
Other Office Equpment 3,220,476 166,490 - 3,386,966 1,270,132 279,496 - 1,549,628 1,837,338
Scooter 28,576 - - 28,576 17,489 2,870 - 20,360 8,216
Plant & Machinery 689,847 - - 689,847 393,531 41,218 - 434,749 255,099
TEMS 14,725,000 - - 14,725,000 735,029 1,946,005 - 2,681,034 12,043,966
Genset 2,105,681 - - 2,105,681 194,082 265,903 - 459,985 1,645,695
Lease Hold Improvements - 388,252 - 388,252 - 97,063 - 97,063 291,189
Other Intangible Assets - 392,345 - 392,345 - 71,199 - 71,199 321,146
-
TOTAL 68,896,830 16,270,229 459,534 84,707,525 28,766,498 11,877,566 415,782 40,228,282 44,479,243
Nu Tek India Limited
ANNUAL REPORT 2009
Consolidated Cash Flow Statement for the year ended 31st March, 2009
Particulars AMOUNT (Rs.)
2008-09
A. Cash Flow from operating activities:
Net Profit before extra ordinary items and Taxation 289,373,788
Adjustment for:
Depreciation 11,879,952
Loss/(Profit) on Sale of Investment 16,191,512
Profit on Sale of Fixed Assets (4,248)
Dividend Income (18,573,603)
Interest Income from FDR (1,439,137)
Interest Paid 8,595,004
16,649,481
Operating Profit before working capital changes 306,023,269
Adjustment for:
Trade and other receivables (621,672,877)
Trade payables 108,699,160
Other Payables 4,626,953
Cash generated from operations (202,323,495)
Direct taxes paid 21,399,165
Cash flow before extraordinary items (223,722,660)
Extraordinary items: -
Foreign Currency Translation Reserves (1,280,981)
55
Schedule – 12: Notes to the Accounts & Significant Accounting Policies
(A) Significant Accounting Polices
1. Basis of Accounting
The company maintains its accounts on going concern basis following the historical cost convention as
per the generally accepted accounting principles prevalent in India and on accrual method of accounting.
2. Basis for preparation of financial statements
The financial statements have been prepared under the historical cost convention, in accordance with
Accounting Standards notified by the Central Government and the provisions of the Companies Act, 1956,
as adopted consistently by the Company. All income and expenditure having a material bearing on the
financial statements are recognized on accrual basis.
The preparation of financial statements in conformity with Accounting Standards requires management to
make estimates and assumptions that affect the reported amounts of assets and liabilities at the date of
financial statements, and the reported amounts of revenues and expenses during the reporting period.
Examples of such expenses include estimates of contract completion costs, provision for doubtful debts,
useful lives of fixed assets etc. Actual results could differ from those estimates. Any revision to accounting
estimates is recognised prospectively in current and future periods.
3. Basis of Consolidation:
The consolidated financial statements relate to Nu Tek India Limited (the Parent Company) and its
subsidiary companies have been prepared in accordance with Accounting Standard 21 (AS-21) -
“Consolidated Financial Statements” notified by the Central Government of India. The consolidated financial
statements have been prepared on the following basis:
The financial statements of the Parent and its subsidiary companies (together the “group”) have
been combined on a line by line basis by adding together the book values of like items of assets,
liabilities, income and expenses after fully eliminating intra-group balances and unrealised
profits or losses on intra-group transactions.
The financial statements of the subsidiaries used in consolidation are drawn up to the same
reporting date as that of the Parent Company i.e. year ended March 31, 2009.
The subsidiaries considered in the consolidated financial statements are:
S.No. Name of the Subsidiaries Date of Acquisition Proportion (%) of Country of
/ Incorporation Shareholding as on incorporation
31st March, 2009
1 NuTek Telekomunikasyon 14th December, 75% Turkey
Danismanlik Muhendislik 2007
Ve Dis Ticaret Sanayi
Limited Sirketi
2 NuTek (HK) Private Limited 8th August, 2008 100% Hong Kong
4. Revenue Recognition
Revenue from Sales/Services is accounted for as net of taxes and the principles of revenue recognition
are given below:-
Revenue from services rendered is recognized as the service is performed.
Income from turnkey projects is recognized as a percentage and in proportion to work completion.
However in cases of contracts where consideration is separately defined / identified for supply of
goods/materials whose distinct identity remains even after project completion, revenue is
recognized based on delivery at site to the customers.
56
Nu Tek India Limited
ANNUAL REPORT 2009
7. Borrowing Cost
Borrowing costs that are directly attributable to the acquisition or construction of Fixed Assets, which take
substantial period of time to get ready for its intended use, are capitalized until the time all substantial
activities necessary to prepare such assets for their intended use are complete. Other borrowing costs
are recognized as an expense in the year in which they are incurred.
8. Impairment
Accounting for impairment of Fixed Assets is done in accordance with the Accounting Standard 28 –
“Impairment of Assets”. Accordingly, the carrying values of assets are reviewed at each reporting date to
determine if there is indication of any impairment. If any indication exists, the assets’ recoverable amount
is estimated. For assets that are not yet available for use, the recoverable amount is estimated at each
reporting date. An impairment loss is recognised whenever the carrying amount of an asset or its cash
generating unit exceeds its recoverable amount. Impairment losses are recognised in the Profit and
Loss Account. An impairment loss is reversed if there has been a change in the estimates used to
determine the recoverable amount. An impairment loss is reversed only to the extent that the asset’s
carrying amount does not exceed the carrying amount that would have been determined net of depreciation
or amortisation, if no impairment loss has been recognised.
9. Employee Benefits
All employee benefits payable/available within twelve months of rendering the service are
classified as short-term employee benefits in terms of Accounting Standard 15 (Revised)–
“Employee Benefits”. Benefits such as salaries, wages and bonus etc., are recognised in the
Profit and Loss Account in the period in which the employee renders the related service.
Gratuity costs are defined benefits plans. The present value of obligations under such defined
benefit plan is determined based on actuarial valuation carried out by an independent actuary
using the Projected Unit Credit Method, which recognises each period of service as giving rise to
additional unit of employee benefit entitlement and measure each unit separately to build up the
final obligation.The obligation is measured at the present value of estimated future cash flows.
The discount rates used for determining the present value of obligation under defined benefit
plans, is based on the market yields on Government securities as at the balance sheet date,
having maturity periods approximating to the terms of related obligations.
Actuarial gains and losses are recognized immediately in the Profit and Loss Account.
Benefits under the Company’s leave encashment scheme constitute other long term employee
benefits. The obligation in respect of leave encashment is provided on the basis on actuarial
valuation carried out by an independent actuary using the Projected Unit Credit Method, which
recognises each period of service as giving rise to additional unit of employee benefit entitlement
57
and measure each unit separately to build up the final obligation.
The obligation is measured at the present value of estimated future cash flows. The discount
rates used for determining the present value of obligation under defined benefit plans, is based
on the market yields on Government securities as at the balance sheet date, having maturity
periods approximating to the terms of related obligations.
Actuarial gains and losses are recognized immediately in the Profit and Loss Account
The company is contributing to the Employee Provident Fund maintained under the Employees
Provident Fund Scheme by the Central Government.
10. Finance Lease
Accounting for Financial Lease is done in accordance with Accounting Standard 19 – “Leases”. The
assets are included in fixed assets and the capital elements of the leasing commitments are shown as
obligations under leases liability. The capital element is applied to reduce the outstanding obligations
and the interest element is charged against profit in proportion to the reducing capital element outstanding.
Depreciation on Assets held under finance leases has been provided on Written down Value Method as
per rates prescribed by Schedule-XIV to the Companies Act, 1956.
11. Accounting for Investments
Investments are accounted for in accordance with the Accounting Standard 13 – “Accounting for
Investments”. Investments that are readily realizable and intended to be held for not more than a year are
classified as current investments. All other Investments are classified as long term investments. Accordingly,
The Long Term Investments are recorded at cost except where there is permanent diminution in
its value.
The Short Term Investments are recorded at Cost or Market Price whichever is lower. Unrealized
loss arising due to the fall in market price is provided for in the accounts and any gain thereof is
ignored.
12. Foreign Currency Transactions
Foreign Currency transactions are being recorded in accordance with Accounting Standard 11 “The Effects
of changes in Foreign Exchange Rates”. Accordingly,
Foreign currency transactions are accounted at the exchange rates prevailing on the date of the
transactions. Gains and losses, if any, at the year-end in respect of monetary assets and monetary
liabilities not covered by the forward contracts are recognized in the Profit and Loss Account.
Non-Monetary items denominated in foreign currency are stated at the rate prevailing on the date
of the transaction.
58
Nu Tek India Limited
ANNUAL REPORT 2009
Deferred Tax Assets due to expenses disallowed under section 40(a) under tax laws and on account of
other timing differences are recognized only to the extent there is reasonable certainty of its realization.
Deferred Tax Assets due to unabsorbed depreciation or carry forward of losses under tax laws is recognizes
only to the extent that there is a virtual certainty supported by convincing evidence that sufficient future
taxable income will be available against which such deferred tax asset can be realized.
Current Tax:
The provision for Taxation is based on estimated assessable total income of the company as determined
under the Income Tax Act 1961.
15. Provisions, Contingencies and Contingent Assets
Provisions, Contingencies and Contingent Assets are accounted for in accordance with Accounting Standard
29 – “Provisions, Contingent Liabilities & Contingent Assets”. Accordingly,
A provision is created when there is a present obligation as a result of a past event that probably
requires an outflow of resources and a reliable estimate can be made of the amount of the
obligation.
A disclosure for a contingent liability is made when there is a possible obligation or a present
obligation that may, but probably will not, require an outflow of resources. When there is a possible
obligation or a present obligation in respect of which the likelihood of outflow of resources is
remote, no provision or disclosure is made.
Contingent Assets are neither recognized, nor disclosed
(B) Notes to the Accounts
1. Contingent Liabilities
Bank Guarantees have been given to the extent of Rs.10,11,75,534/- to various parties in the ordinary
course of business.
2. Value of Current Assets, Loans and Advances
In the opinion of the management, the “Current Assets, Loans and Advances” have a value on realization
in the ordinary course of business at least equal to the amount at which they are stated in Balance Sheet
.However, balance of sundry debtors, loans and advances are subject to confirmation. The company has
sent letter for confirmation of balances and responses received are awaited.
3. Managerial Remuneration paid/payable to Whole-time Directors
(Figure in Rupees)
Particulars 2008-09
Inder Sharma 93,33,360
Vineet Sirpaul 21,11,593
Total 1,14,44,953
4. Value of Imports on CIF Basis is NIL
5. Expenditure incurred in foreign currency:
(Figure in Rupees)
Particulars 2008-09
Equipment Rental 60,841
Professional Charges 4,58,142
Total 5,18,983
6. Earning in Foreign Exchange:
(Figure in Rupees)
Particulars 2008-09
Export of Service. 6,45,68,257
Total 6,45,68,257
59
7. Auditors Remuneration*
(Figure in Rupees)
Particulars 2008-09
Audit Fee 17,39,275
Tax Audit Fee 3,30,900
Other Fees 5,33,710
*Total 26,03,885
*Inclusive of Service Tax
8. The company has been recognizing value of projects under progress (inventory for the company) on the
basis of milestone achieved at project sites. The management has identified specific projects which are
not been approved by the client due to malfunctioning (defects in design) amounting Rs 12,97,42,738/-
(Rupees Twelve crore Ninety Seven lakh forty two thousand Seven hundred thirty eight rupees only). The
management has done all their efforts to make these sites operational and has decided to derecognize
this revenue since it is non realizable, although earlier considered in revenue the same has now been
written off.
9. The sundry debtors included a sum of Rs 5,14,00,000/- (Rupees five crore fourteen lakh only) as receivable
from one of the major customers of the company. This amount is considered as non realizable inspite of
all efforts made by the company and the amount has been written off as bad debts.
In addition, a further sum of Rs 23,41,242/- (Rupees Twenty three Lakhs Forty One thousand two hundred
forty two only) has been written off from the other debtors as they are considered bad for recovery.
10. An amount of Rs.7,08,29,514/- (Rupees seven crore eight lakhs twenty nine thousand five hundred fourteen
only) has been written back in the books on account of renegotiation with the vendors in relation to
material purchased and professional charges. The same are no longer required to be paid and have
been written back.
11. Pursuant to the approval of the shareholders of the Company in an EGM held on 14th May 2007, the
Company has issued and allotted through Initial Public Offer (IPO) 35 lakhs fresh equity shares of Rs. 10
each at a premium of Rs. 182 per share along with an offer for sale of Rs 10 lakh shares of Rs 10 each to
one of the existing shareholders, viz Yamini supplier (P) Ltd at the same price. The issue has been made
in accordance with the Company’s Red Herring Prospectus dated 17th July, 2008.
The Proceeds raised from the issue and its utilization up to March 31, 2009 are given below:
Particulars Amount in Rupees
Total fund raised through IPO
Equity 35,000,000
Security Premium 637,000,000
Total 672,000,000
A. Actual Utilization:-
1. Capital Expenditure 27,500,000
2. Overseas Acquisition -
3. Long Term Working Capital 206,926,062
4. Expenses relating to IPO 70,791,827
Total 30,52,17,889
B. FUNDS UNUTILISED
(Invested in Liquid / Liquid plus funds in Mutual Funds) 366,782,111
Total (A +B) 672,000,000
12. Micro, Small and Medium Enterprises as per MSMED Act,2006
There is no Micro, small and Medium Enterprises to whom the company owes dues, which are
outstanding for more than 45 days as at 31st March 2009. This information is disclosed under the
Micro, Small and Medium Enterprises Development Act 2006 and has been determined to the extent
such parties have been identified on the basis of information called for by the Company.
60
Nu Tek India Limited
ANNUAL REPORT 2009
Economic Assumptions
The principal assumptions are the discount rate and salary growth rate. The discount rate is generally
based upon the market yield available on the Government bonds at the accounting date with a term
that matches that of the liabilities and the salary growth rate takes account of inflation, seniority,
promotion and other relevant factors on long term basis.
Demographic Assumption
The Company operates gratuity plan wherein every employee is entitled to the benefit equivalent to 15
days basic salary (includes dearness allowance) last drawn for each completed year of service. The
same is payable on termination of service, or retirement, or death whichever is earlier. The benefits
vests after five years of continuous service. The Company has set a limit of Rs. 350,000 per employee.
During the year, the company has adopted a policy for awarding for Leave Encashment to its employees.
The provision is made on the basis of actuarial valuation. The company was not providing for the same
in earlier years and has adopted the policy for the first time during the current year. Hence, the entire
provision has been accounted for during the current year.
(Figure in Rupees)
S.No. Name Nature of Nature of Amount of Amount
Relationship Transaction Transaction o/s as on
31/03/2009
61
15. Disclosure pursuant to Accounting Standard 19 'Leases' :
(Figures in Rupees)
Particulars Minimum Lease Payments (MLP) Present Value of Minimum
Lease Payments
At the Balance Sheet date 75,64,517 60,90,843
Less than one year 45,88,652 37,65,616
One to five years 29,75,865 23,25,227
Greater than five years NIL NIL
The Company calculates the Basic Earnings per share as required by Accounting Standard 20. For
the financial year ending 31st March 2009, the company does not have any Potential Equity shares.
(Figures in Rupees)
Particulars 2008-09
Basic Earnings available to Equity Share holders (A) 17,52,80,440
Weighted Average Number of Equity Shares outstanding during the period (B) 1,58,97,656
Basic Earnings per Share (A) / (B) 11.03
Deferred tax has been calculated in accordance with the provisions of Accounting Standard - 22,
Accounting for Taxes on Income, prescribed by the Companies (Accounting Standards) Rules,
2006.The details of which are as under:
18. Disclosure pursuant to Accounting Standard 29 'Provisions, Contingent Liabilities and Contingent
Assets':
(Figures in Rupees)
Particulars Provision for Interest Provision for
on Service Tax
Interest on TDS
Opening Balance NIL 96,349
Add: Provision made during the year 10,21,363 9,46,223
62
Nu Tek India Limited
ANNUAL REPORT 2009
19. Statement of Investments in Fully paid up equity Shares ,forming part of the Balance Sheet as on
31st March,2009
Security Name Opening Quantity Bought Quantity Sold Quantity Closing Quantity
BHEL EQ - 2,000 2,000 -
DLF LIMITED - 5,000 5,000 -
GTL EQ - 10,000 10,000 -
GULF OIL CORP FV2 10,000 - 10,000 -
IFCI - 100,000 100,000 -
IDBI BANK LIMITED - 25,200 25,200 -
INDIABULLS REAL EST 5,000 7,400 12,400 -
JAYASWAL NECO INDUST 50,000 - 27,751 22,249
LARSEN AND TOUBRO 2,000 - 2,000 -
NOIDA TOLL BRIDGE C 45,000 - 45,000 -
ORBIT CORPORATION LT - 3,000 3,000 -
RELIANCE INDUSTRIES - 1,000 1,000 -
RELIANCE Energy BSES 2,000 4,000 6,000 -
RELIANCE POWER LTD - 23,039 23,039 -
SPICE COMMUNICATION - 275,000 275,000 -
STATE BANK OF INDIA - 2,000 2,000 -
TOTAL 114,000 457,639 549,390 22,249
20. Some of the additional information as required by Part II of Schedule VI are not applicable, as the
Company is not manufacturing any goods.
21. Nu Tek India Limited has been carrying on operations from site/branch offices at Mumbai, Gurgaon
and Jammu & Kashmir. The site office expenses have been incorporated in the books of head office at
Gurgaon.
22. Previous year figures have been regrouped/ recast / restated wherever considered necessary to make
them comparable with those of the current year.
23. Consolidated financial statements forming part of the accounts with the Auditors report thereon are
attached herewith.
24. The consolidated financial statements are being prepared for the first time by the company as the
company has been listed on stock exchanges during the year, Therefore, in terms of Accounting Standard
- 21, Consolidated Financial Statement, Transitional Provision, no comparative figures for the pervious
year have been presented,
As per our separate report of even date attached
63
NUTEK TELEKOMINiKASYON DANISMANLIK MUHENDISLIK VE DIS
TiCARET SAN. LTD.STL
Director’s Report
To,
The Shareholders,
Your Directors have the pleasure in presenting the Fifteen Annual Report on the business and operation of the
Company together with the Audited Statements of Accounts for the year ended 31st March 2009.
FINANCIAL HIGHLIGHTS:
The company was established as a limited liability company under laws of Turkey on 14 December, 2007 by NU
TEK INDIA LIMITED as 75% equity participant and Huseyin Bah Girgin a Turksh National and commenced it
business since January, 2008. This report is the First Board Report of the Companny. The Company has done
business of Turkish Lira (TL) is 4.648.959,46 for the financial year 2008-2009.
TRANSFER TO RESERVES:
YTL 344.660,68 has been transferred in the Reserve & Surplus Account of the Balance Sheet as on 31st March
2009.
DIVIDENDS:
The Board of Directors of the Company has decided to not to recommend and declare any dividend for the
Financial year ended 31st March, 2009.
The Report of the Auditors of the Company Yeminii Mali Musavirlik Ltd. Sti. Chartered Accountants has been
received and it does not contain and Qualification and adverse remarks.
BOARD OF DIRECTORS:
The Board of Directors comprises of 2 directors namely Mr. Samil Senocak & Mr. Ayub Y. Younes.
AUDITORS:
Yeminii Mali Musavirlik Ltd. Sti., Chartered Accountants are the appointed Auditors of the Company and the Board
intends to continue the said Chartered Accountant firm as auditors of the Company for the financial year 2009-10.
64
Nu Tek India Limited
ANNUAL REPORT 2009
Directors Responsibility
The financial statement for the year ended 31st March has been prepared in accordance with principles in the
Turkish Commercial Code (the TCC) and the tax legislation. The Board is responsible for designing, implementing
and maintaining the internal control relevant to the preparation and presentation of the financial statement that they
are free from all material misstatement, whether due to fraud or error; selecting and applying appropriate accounting
policies; and making accounting estimates that are reasonable in the circumstances.
ACKNOWLEDGEMENTS:
The Directors wish to thank and deeply acknowledge the co-operation extended by the various Government
Departments and the Company Bankers and all other who have been associated with the Company and have
extended their co-operation towards the growth of the Company and in the last but not least the Directors wish to
acknowledge the sincere efforts made by the employees of the Company towards the achievement of the objective
of the Company.
Place: Intanbul, Turkey BY THE ORDER OF THE BOARD
Date: 27th April, 2009
Managing Director
65
Special- Purpose Chartered Accountant Report
Report on the Financial Statements
Management is responsible for the preparation and fair presentation of these financial statements in accordance
with in accounting principles in the Turkish Commercial Code (the “TCC”) and tax legislation. This responsibility
includes; designing, implementing and maintaining internal control relevant to the preparation and fair presentation
of financial statements that are free from material misstatement, whether due to fraud or error; selecting and
applying appropriate accounting policies; and making accounting estimates that are reasonable in the
circumstances.
Auditor’s Responsibility
Our responsibility is to express an opinion on these financial statements based on our limited audit. We conducted
our audit in accordance with laws and regulations applicable in Turkey and Turkey Standards on Auditing, issued
by the Turkish Commercial Code (the “TCC”) and tax legislation. Those standards require that we comply with
ethical requirements and plan and perform the audit to obtain reasonable assurance whether the consolidated
financial statements are free from material misstatement.
This audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor’s judgment, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity’s preparation and fair presentation of the
financial statements in order to design audit procedures that are appropriate in the circumstances, but not for the
purpose of expressing an opinion on the effectiveness of the entity’s internal control. An audit also includes
evaluation of the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by management, as well as evaluating the overall presentation of the financial statements.
We believe that the presented audit evidence and documents we have obtained is sufficient and financial regularity
appropriate to provide a basis for our audit opinion.
Opinion
Our audit did not give to any abjections rise between financial statement & records. Based on the results of our
audit in our opinion the financial statements present fairly, in all material respects, the financial position of the
company as of 31 March, 2009 and of its financial performance and its cash flows for the year then ended in
accordance with laws and regulations applicable in Turkey and Turkish Standards on Auditing, issued by the
Turkish Commercial Code (the “TCC”) and tax legislation.
Ergin Ulgen
Chartered Accountant
66
Nu Tek India Limited
ANNUAL REPORT 2009
Balance Sheet
AS ON 31.3.2009 (Note 2) (Amounts expressed in Turkish Lira (TL) unless otherwise stated)
Note As on 31st As on 31st
March 2009 March 2008
CURRENT ASSETS 1.766.116,97 494.243,53
Cash and banks 4 320.129,22 137.538,40
Trade receivables 5 399.575,00 322.037,02
Other receivables 6 29.163,36 2.004,31
Other current assets 7 1.017.249,39 32.663,80
LONG-TERM ASSETS 262.816,75 11.349,83
Tangible assets 8 45.794,88 11.205,61
Intangible assets 9 19.913,88 0
Future Years Related Expense -Income Accruals 10 197.107,99 144,22
TOTAL ASSETS 2.028.933,72 505.593,36
CURRENT LIABILITIES 1.199.819,06 411.406,94
Short-term bank borrowings 0,77 0
Trade payables 11 550.511,56 25.636,64
Other payables 12 618.560,73 344.626,33
Taxes and funds payable, current corporate tax 13 30.746,00 41.143,97
LONG TERM LIABILITIES
Long term bank borrowings 0 0
Retirement pay provision 0 0
Deferred tax liabilities 0 0
Other payables and long term liabilities 0 0
SHAREHOLDERS' EQUITY 829.114,66 94.186,42
Capital(Paid) 398.090,08 25.000,00
Legal reserves
0 0
Accumulated profits 69.186,42 0
Net Profit for the year 361.838,16 69.186,42
TOTAL LIABILITIES AND SHAREHOLDERS* EQUITY 2.028.933,72 505.59336
67
Notes to the Financial statement for the year ended 31.03.09 (Amounts
expressed in Turkish Lira (TL), unless otherwise stated)
1. Organization and operations of Nutek
NUTEK TELEKOMINiKASYON DANISMANLIK MUHENDISLIK VE DIS TiCARET SAN. LTD.STL (NUTEK )
incorporated in Istanbul, Turkey in 2007. NUTEK
Line of activity to provide and construct all various communications as telephone works, intercoms,
telephone towers, base stations all kind of adds accordingly as radio, walky-talky with the accessories
and other thing noticed on the companies main contract.
Companies initial capital, TL 25.000.-, declarated on Trade Registry Gazette date 07.04.2008 than
increased in liquidit TL 500.000.-more and has become to TL 525.000.-.the registered capital's TL
398.090,08.- has been paid.
Partnership structure of NUTEK is as follows;
Name / Title (TL)Shares
Nutek India Limited 393.750,00.-
Samil Senocak 131.250,00.-
The headquarters of NUTEK is located at the following address;
Address: Sehit Murat Akgiil Sk. No.2 Kat.l Kavacik - Beykoz/ Istanbul- Tiirkiye
Tel: +90-216-6804470 Fax: + 90- 216- 6804472
The total number of employees working for NUTEK as at 31.03.2009 is 11.
2. Basis of presentation of the financial statements
NUTEK, maintains its books of account and prepares its statutory financial statements in accordance
with accounting principles in the Turkish Commercial Code (the "TCC") and tax legislation.
The basis of the financial statements used in the preparation of the accompanying financial statements
isset out below and in Note 3.
Inflation accounting
No inflation accounting applications cause of no inflation adjustment criteria for Turkish Tax Legislation.
The Currency End -of- Period
As at 31.3.2009, the exchange rate announced by the Turkish Central Bank (which is a market rate)
was TL 2,2258 = EUR 1, TL 1,6880= $.
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a. Related parties
In the accompanying financial statements, shareholders of firms, other companies owned by the
shareholders, their directors and key management personnel and any companies to which they are
known to be related, are considered and referred to as related parties.
Former Shareholders:
Mr.Huseyin Bans Girgin has assign shares related on 24.12.2008 and registered.
69
Intangible assets;
Accordingly TMSUGT (Turkish accounting practices of general declaration) intangible assets represent
assets which are intangible and represent activated costs or special costs, which might be in full use or
limited use and represent rights, goodwill or special costs etc.
The recognition of special costs;
The recognition of special costs is a permanently increasing expenses total of the routed real-estates
which are kept by an economics firms.
The recognition of special costs has been arranged as per clause 272. Tax Procedure Law.
For the real-estate expenses, the taxpayer has to separate adding costs if made for repairs and
appreciation in value.
Real estate transfer costs (same appreciations in value) are special cost. These must be depreciated the
rent-period of time is shown and the special cost for this period is applied. For example, you may rent the
real estate for 5 years and if you have same expenses into 3.rd year that you have to amortize it in 3 years
period.
Rights;
The companies has to activate in summary account and depreciable asset belong intangible assets
purchase computer programmers cost.
Depreciation practices has been arranged in article 5024 tax procedure haw 01.01.2004 based as (tangible
assets) economical values beneficiary has continued.
Provision is made in the financial statements for firms estimated liability to Turkish Corporation Tax on its
results for the year. The charge for current tax is based on the results for the year as adjusted for items,
which are non-assessable or disallowed.
Taxes on income for the year comprise of current tax and the change in deferred taxes. Firms accounts
for current and deferred taxation on the results for the period, in accordance with IAS 12 (Revised) ("Income
Taxes").
Deferred tax assets and liabilities are recognized using the liability method in respect of material temporary
differences arising from different treatment of items for accounting and taxation purposes. Deferred tax
liabilities are realized for all taxable temporary differences and deferred tax assets are only provided to the
extent if it is probable that taxable profit will be available against which the deductible temporary differences
can be utilized.
Deferred tax is calculated at the tax rates that are expected to apply to the period when the asset is realized
or the liability is settled. Deferred tax is charged or credited in the statement of income. Prepaid corporation
taxes and corporation tax liabilities are offset as they relate to income taxes levied by the same taxation
authority. Deferred income tax assets and liabilities are also offset.
Under Turkish Law and Union agreements, lump sum payments are made to employees retiring or
involuntarily leaving firms.
The total provision represents the vested benefit obligation if all employees of firms are laid off as at the
balance sheet date and relevant International Accounting Standard No. 19 (Revised) "Employee Benefits"
("IAS 19") not applied in the accompanying financial statements. Future retirement payments are discounted
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Nu Tek India Limited
ANNUAL REPORT 2009
to their present value at the balance sheet date at an interest rate determined as net of an expected
inflation rate and an appropriate discount rate.
No reserved provision for termination indemnities.
g. Foreign Currency Transactions
In the statutory accounts of NUTEK, transactions in foreign currencies (currencies other than Turkish Lira)
are translated into Turkish Lira at the rates of exchange ruling at the transaction dates. Assets and
liabilities denominated in foreign currencies are translated at the exchange rates ruling at the balance
sheet date. Gains and losses arising on settlement and translation of foreign currency items are included
in the statements of income.
h. Revenue Recognition
Revenue is recognized on an accrual basis at the time of delivery dated invoice. Net sales represents
theinvoiced value of services rendered or goods delivered less any sales returns and discounts, all
restated in equivalent purchasing power as of 31.03.2009.
i. Cash and Banks
Fair value is the amount for which an asset could be exchanged or a liability settled, between knowledgeable
willing parties in an arms length transaction. Market value is the amount obtainable from the sale or
payable on the acquisition, of a financial instrument in an active market, if one exists.
Cash and banks include cash on hand and deposits with banks.
Cash and Bank Balances: Cash and bank balances denominated in foreign currencies are translated at
period-end exchange rates. The carrying amounts of the remaining cash and bank balances are reasonable
estimates of their fair value.
Trade Receivables and Trade Payables: Book values of the trade receivables along with the related
allowances for uncollectibility and trade payables balances are estimated to be their fair values.
Due to/from Related Parties: The carrying value of the due to and due from related parties are estimated
to be their fair values.
Borrowings: Borrowings maybe a subject to fluctuations on an entry value basis in accordance with
prevailing interest rates in the market. Interest-bearing bank loans are recorded at the proceeds received.
Finance charges are accounted for on an accrual basis and are added to the carrying amount of the
instrument to the extent they are not settled in the period in which they arise.
j. Reconciliation:
The reconciliation study was made concerning the commercial transactions on the financial statements
of NUTEK for the period ended 31.03.2009. NUTEK 's accounting records and documents were taken as
a basis for the companies reconciliation process continues.
2009 2008
Cash on hand Bank deposits 1.178,77 6.850,30
318.950,45 130.688,10
Total 320.129,22 137.538,40
5. TRADE RECEIVABLES
2009 2008
Trade receivables 399.245,00 322.037,02 0
Notes receivables 0 0
71
Deposits and guarantees given 330,00 0
Total 399.575,00 322.037,02
All trade receivables are less than 6 months, unsecured and considered good.
6. OTHER RECEIVABLES
2009 2008
Other trade receivables 29.163,36 2.004,31
Total 29.163,36 2.004,31
All other receivables are less than 6 months, unsecured and considered good.
2009 2008
Permanent Projects
Non- invoiced expenses totals 1.008.419,90 32.014,81
Next Months expenses 8.829,49 648,99
Total 1.017.249,39 32.663,80
Accumulated Depreciation
Plant and Machinery 0 0 0 0 0
Motor Vehicles 0 0 0 0 0
Fixtures and Fittings 1.007,83 16.169,65 0 0 17.177,48
1.007,83 16.169,65 0 0 17.177,48
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73
etc) and corporate income tax deductions (like research and development expenditures deduction). No
further tax is payable unless the profit is distributed (except withholding tax at the rate of 19,8 % on the
investment incentive allowance utilized within the scope of the Income Tax Law Transitional Article 61).
6.980,56 17.592,64
Corporations calculate advance corporate income tax quarterly at the effective corporate income tax rate
on their corporate income and declare it until the 10th day and pay it on the 17th day by the second
month following each calendar quarter end. Advance corporate income tax rate is 20% for the year
2009. Advance corporate income tax paid within the current year offset against corporate income tax
calculated over the year-end corporate income and relevant tax return is filed in the following year. The
balance of the advance tax paid may be refunded or used to set off against other liabilities to the
government.
Losses can be carried forward for offset against future taxable income for up to 5 years. Losses cannot be
carried back for offset against profits from previous periods.
In Turkey there is no procedure for a final and definitive agreement on tax assessments. Companies file
their tax returns regarding the previous fiscal period from the beginning to the 25th of April every year. Tax
authorities may, however, examine such returns and the underlying accounting records and may revise
assessments within five years.
Dividends paid to non-resident corporations, which have a place of business in Turkey, or resident
corporations are not subject to withholding tax. Otherwise, dividends paid to real person or legal entities
are subject to income withholding tax. An increase in capital via issuing bonus shares is not considered
as a profit distribution and thus does not incur withholding tax.
The rate of income withholding tax was applied as 10% starting from 24 April 2003 until 23 July 2006. The
rate of income withholding tax was increased to 15% to be in effect as of 23 July 2006 by the Council of
Ministers Decision No. 2006/10731 imprinted in the Official Gazette on 23 July 2006, amending Article
94lh of the Income Tax Code.
Deferred Tax
Firms recognizes deferred tax assets and liabilities based upon temporary differences arising between
its financial statements as reported for IFRS purposes and its statutory tax financial statements. These
differences usually result in the recognition of revenue and expenses in different reporting periods for
IFRS and tax purpose.
Deferred income taxes will be calculated on temporary differences that are expected to be realised or
settled based on the taxable income in coming years under the liability method using a principal tax rate
of 20% (The rate is 30% for the companies using the investment allowance as deduction from the corporate
tax base after 1 January 2006).
In the previous years, difference between net book values of indexed fixed assets and statutory fixed
assets were treated as the temporary timing difference base and deferred taxes is calculate on this base.
Tangible assets, intangible assets, rediscount and retirement pay items use to calculate deferred taxes.
Deferred tax base consists of the differences arising between the Ministry of Finance's application and
IFRS's calculation principles relating to these items.
No deferred tax applications couse of no correction for IFRS.
RETIREMENT PAY PROVISION
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Under Turkish law, firms required to pay employment termination benefits to each employee who has
completed one year of service and whose employment is terminated without due cause, is called up for
military service, dies or who retires after completing 25 years of service (20 years for women) and achieves
the retirement age. The provision is made in respect of all eligible employees, at a rate of 30 days gross
pay for each year of service. The rate of pay is that ruling at the balance sheet date, subject to a maximum
of TL 2.260,05 as of 01.01.2009-30.06.009. For the year 1999, IAS 19 (Revised) became applicable for the
first time. Although not changing the fundamental principles involved, the revised standard made clearer
the obligation to consider the issues related to accounting for a future benefit:
An expected inflation rate and an appropriate discount rate should both be determined, the net of these
being the real discount rate. This real discount rate should be use to discount future retirement payments
to their present value at the balance sheet date.
75
18. OTHER INCOME / (EXPENSE)
2009 2008
Rediscount Interest gain 0 0
Exchange gain 518.042,64 19.521,57
Exchange losses (447.913,96) (20.638,60)
Other income and profits 17.092,04 0,01
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ANNUAL REPORT 2009
Director’s Report
The directors have pleasure in submitting their first report together with the audited financial statements for the
period from 8th August 2008 ( date of incorporation) to 31st March 2009
Principal Activities
The Principal activities of the company are that of exports and imports.
Change of the Company’s Name
By Special Resolution passed at extraordinary general meeting on 23rd October, 2008 , the Company changed its
name from Times Treasure Technology Limited to Nu Tek (HK) Private Limtied
Results and Appropriation
The resultes of the company for the period from 8th August 2008 (date of incorporation) to 31st March 2009 and the
state of the company’s affairs at that date are set out in the annexed financial statements.
The directors do not recommend any payment of dividend for the period.
Reserves
No transfer to reserve has been made or proposed for the period.
Share Capital
Details of share capital of the company act set out in note 13 to the financial statements.
Directors
The Directors who held office during the period and up to date of this report were:
Sharma Inder (Appointed on 29th September 2008 )
Sirpaul Vineet (Appointed on 29th September 2008 )
There being no provision in the company’s Articles of Association for rotation, all directors shall continue in office.
Directors Interest in Contracts
As more fully described in notes 11 and 12 to the financial statements, the company made advances to and from
related parties.
Apart from above, no contracts of significance in relation to the company’s business to which the company or its
holding company was a party, and in which any director had a material interest, whether directly or indirectly
subsisted at the end of the period or at any time during the period.
At no time during the period was the company or its holding company a aprty to any arrangements to enable the
directors of the company to acquire benefits by means of the acquisition of shares, in, or debentures of, the
company or any other body corporate.
Management Contracts
No contracts concerning the management and administration of the whole or any substantial part of the business
of the company were entered into or existing during the period.
Auditors
The financial statements have been audited by Messrs. Chui Lai & Co., Certified Public Accountants who retire and
being eligible , offer themselves fro re-appointment.
Chairman
Hone Kong, 15th June 2009
77
Independent Auditor’s Report
We have audited the financial statements of Nu Tek (HK) Private Limited set out on pages 5 to 14, which comprise
the balance sheet as at 31st March 2009 then ended , and a summary of significant accounting policies and other
explanatory notes.
The directors are responsible for the preparation and the true and fair presentation of these financial statements
in accordance with Hong Kong Financial Reporting Standards issued by the Hong Kong Institute of Certified Public
Accountatns and the Hong Kong Companies Ordinance. This responsibility includes designing, implementing
and maintaining internal control relevant to the preparation and the true and fair presentation of financial statements
that are free from material misstatement, whether due to fraud or error, selecting and applying appropriate
accounting policies; and making accounting estimates that are reasonable in the circumsta nces.
Auditor's responsibility
Our responsibility is to express an opinion on these financial statements based on our audit, and to report our
report solely to you, as a body, in accordance with Section 141 of the Hong Kong Companies Ordinance, and for no
other purpose. We do not assume responsibility towards or accept liability to any other person for the contents of
this report.
We conducted our audit in accordance with Hong Kong Standards on Auditing issued by the Hong Kong Institute of
Certified Public Accountants. Those standards require that we comply with ethical requirements and plan and
perform the audit to obtain reasonable assurance as to whether the financial statements are free from material
misstatement.
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the
financial statements. The procedures selected depend on the auditor's judgement, including the assessment of
the risks of material misstatement of the financial statements, whether due to fraud or error. In making those risk
assessments, the auditor considers internal control relevant to the entity's preparation and true for fair presentation
of the financial statements in order to design audit procedures that are appropriate in the circumstances, not for the
purpose of expressing an opinion on the effectiveness of the entry's internal control. An audit also includes
evaluating the appropriateness of accounting policies used and the reasonableness of accounting estimates
made by the directors, as well as evaluating the overall presentation of the financial statements.
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit
opinion.
Opinion
In our opinion, the financial statements give a true and fair view of the state of the company's affairs as at 31st
March 2009 and of its profit and cash flows for the period from 8th August 2008 ( date of incorporation) to 31st March
2009 then ended in accordance with Hong Kong Financial Reporting Standard and have been property prepared in
accordance with the Hong Kong Companies Ordinance.
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ANNUAL REPORT 2009
Balance Sheet
as at 31st March 2009
Note HK$
Current assets
Trade receivables 8 1,894,274
Trade deposits paid 8 667,559
Cash and cash equivalents 9 1,587,539
4,149,372
Current Liabilities
Trade payables 10 3,010
Accrued expenses 10 45,698
Ammount due to ultimate holding company 11 136,270
Amount due to director 12 640,031
825,009
Director Director
Income Statement
For the Period trom 8th August 2008 (Date of Incorporation) to 31st March 2009
Note HK$
Turnover 4 8,854,707
Cost of sales (5,330,384)
Gross profit 3,534,323
Other revenue 4 5,817
Administrative expenses (215,777)
Profit before taxation 5 3,314,363
Taxation 7 -
Profit for the period 3,314,363
79
Cash Flow Statement
For the Period trom 8th August 2008 (Date of Incorporation) to 31st March 2009
HK$
CASH FLOW FROM OPERATING ACTIVITIES
FINANCING ACTIVITIES
Issue of shares 10,000
NET CASH INFLOW FROM FINANCING ACTIVITIES 10,000
NET INCREASE IN CASH AND CASH EQUIVALENTS AND CARRIED FORWARD 1,587,539
ANALYSIS OF BALANCES OF CASH AND CASH EQUIVALENTS
Cash and bank balances
The notes on pages 9 to 14 form an integral part of these financial statements.
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ANNUAL REPORT 2009
Nu Tek (HK) Private Limited is a company incorporated in Hong Kong with limited liability. The company's
registered office is located T, 1st Floor, Mau Lam Commercial Building, 16-18 16-18 Mau Lam Street,
Jordan, Kowloon. Hong Kong.
2. Basis Of Preparation
The financial statements of the company have been prepared in accordance with all applicable Hong
Kong Accordance with all applicable Hong Kong Accounting Standards (HKASs) and Hong Kong Financial
Reporting Standards (HKFRSs) issued by the Hong Kong Institute Certified Public Accounts (HKICPS),
accounting principles generally accepted in Hong Kong and the requirements of the Hong Kong
Companies Ordinance. The financial statements have been prepared under the historical cost convention
and are presented in H. K. dollars.
The presentation of financial statements in conformity with HKFRSs require management to make
judgements, estimates and assumption that affect the application of policies and reported amounts of
assets liabilities, income and expenses. judgements made by management in the application of
HKFRSs that have significant effect on the financial statements and estimates with a significant risk of
material adjustments in next year are discussed in note 15.
Up to the date of issue of these financial statements, the HKICPA has issued a number of amendments,
new standards and interpretations which are not yet effective for the period and which have been
adopted in these financial statements.
HKAS 1 (Revised)Presentation of financial statements (effective for annual periods beginning on or
after 1 January 2009)
The directors anticipate that the application of these standards will have no material impact on the
results and the financial position of the Company.
3. Principal accounting policies
The following are the specific accounting policies that are necessary for a proper understanding of the
financial statements.
a. Trade receivables
Trade receivables are recognized initially at fair value and subsequently measured at amortised cost
using the effective interest rate method, less impairment. An allowance for impairment of trade and
other receivables is established when there is objective evidence that the company will not be able to
collect all amounts due according to the original terms of receivables, The amount of the allowances is
the difference between the asset's carrying amount and the present value of estimated future cash
flows, discounted at the effective interest rate. The amount of the provision is recognized in the income
statement.
b. Cash and cash equivalents
For the purpose of the cash flow statement, cash and cash equivalents represent cash and bank
balances, demand deposits with banks and other financial institutions, and short-term highly liquid
investments which are readily convertible into known amounts of cash and subject to an insignificant
risk of change in value. Bank overdrafts which are repayable on demand and form an integral part of the
company's cash management are also included as a component of cash and cash equivalents.
c. Impairment of assets
At each balance sheet date, the company reviews internal and external of information to determine the
carrying amounts of its property, plant and equipment have suffered an impairment loss or impairment
81
loss previously recognized no longer exists or may be reduced. If any such indication exists, the
recoverable amount of the asset is estimated, based on the higher of its fair value less cost to sell and
value in use. Where it is not possible to estimate the recoverable amount of an individual asset, the
company estimates the recoverable amount of the smallest group of assets that generates cash flows
independently (i.e. cash-generating unit).
If the recoverable amount if an asset or a cash-generating unit is estimated to be less than its carrying
amount, the carrying amount of the asset or cash-generating unit is reduced to its recoverable amount.
Impairment loss are recognized as an expense immediately.
A reversal of impairment loss is limited to the carrying amount of the asset or cash- generating unit that
would have been determined had no impairment loss been recognised in prior years. Reversal of
impairment loss is recognised as income immediately.
d. Payable and accruals
Payables and accruals are recognised initially at fair value and thereafter started at amortised cost
unless the effect of discounting would be immaterial, in which case stated at cost.
e. Revenue recognisation
Revenue is recognised when it is probable that the economic benefits will flow to the company and
when the revenue can be measured reliably, on the following bases:-
(i) Sales of goods are recognized when the goods are delivered and the title has be passed to customers.
(ii) Interest income is recognized on a time proportion basis taking into account the principal outstanding
and at the interest are applicable.
f. Taxation
Income tax comprises current and deferred tax: Income tax is recognized in the income statement or in
equity if it relates to times that are recognized in the same or a different period, directly in equity.
Current tax is the excepted tax payable on the taxable income for the year, using tax rates enacted or
subsequently enacted at the balance sheet date, and any adjustment to tax payable in respect of
previous years.
Differed tax is provided, using the liabilities method, on all temporary difference at the balance sheet
date arising between the tax bases of assets and liabilities and their carrying amounts for financial
reporting purpose. Tax rates enacted or subsequently enacted by the balance sheet date are used to
determine deferred tax.
Deferred tax liabilities are provided in full on all temporary differences while deferred tax assets are
recognized to the extent that it is probable that future taxable profit will be available against which the
temporary differences can be utilized.
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ANNUAL REPORT 2009
economic benefits is remote. Possible obligations, whose existence will only be confirmed by the
occurrence or non-occurrence of one or more future events are also disclosed as contingent liabilities
unless the probability of outflow of economic benefits is remote.
i. Related parties
Two parties are considered to be related if one party has the ability, directly or indirectly, to control the
other party, or exercise significant influence over the other party in making financial and operating
decisions. Parties are also considered to be related if they are subject to common control or common
significant influence.
4. Turnover and Revenue
Turnover represents the total invoiced value of goods supplied to customers less return and discounts.
An analysis of the company’s revenue is as follows:
HK$
Sales 8,410,200
Other Revenue
Consultancy Income 444,507
Interest Income 1,805
Dividend Income 450,324
8,860,524
5. Profit Before Taxation
Profit before taxation is stated after charging & (credting) the followings:
HK$
Cost of Inventories sold 5,330,384
Audit Fee 12,000
Interest Income 1,805
Dividend Income 4,012
6. Director Emoluments
Directors’ emoluments disclosed pursuant to Section 161 of the Companies Ordinance are as follows:
HK $
Fees -
Other emoluments -
-
7. Taxation
a. No provision for Hong Kong profits tax haqs been made in the financial statements as the Directors
consider that all the company’s operation activities are performed outside Hong Kong. Accordingly
the company’s profit is not subject to Hong Kong profits tax for the period.
Tehre were no unprovided deferred tax liabilities at the balance sheet date.
b. Reconcillation between tax expense and accounting profit at applicable tax rate
HK$
Profit before taxation 3,314,363
Normal tax at a tax rate of 16.5% 546,870
Profit not subject to taxation (546,870)
Actual Tax Expenses -
8. Receivables and Deposits
The company’s receivables and deposits are non-interest bearing and their carrying amounts
approximate to their fair values.
83
9. Cash and Cash Equivalents and Pledged Bank Balances
HKS
Cash and Bank balances in the balance sheet 1,587,539
Cash and cash equivalents in the cash flow statements 1,587,539
Cash and cash equivalents earn interest at floating rates based on daily bank deposit rates.
10. Payables, Accruals and Other Liabilities
The company’s payables, accruals and other liabilities are non-interest bearing and their carrying
amounts approximate to their fair values.
11. Amount Due to Ultimate Holding Company
The amount due to ultimate holding company is unsecured, interest free and has no fixed repayment
terms and its carrying amount approximates to its fair value.
12. Amount Due to a Director
The amount due to a director is unsecured interest free and has no fixed repayment terms and its
carrying amount approximates to its fair value
13. Share Capital HKS
Authorised issued and fully paid
10,000 ordinary shares of HK$1 each 10,000
The company was incorporated with an authorized share capital of HK$ 10,000 divided into 10,000
oridnary shares of HK$1 each. I ordinary shares of HK$ 1.00 was issued to the subscriber at par for the
incorporation of the company.
By an ordinary resolution passed on 29th September 2008, the company allotted 9,9999 ordinary shares
of HK1.00 each at par making up the total issued capital of the Company to HK$10,000 for the purpose
of providing working capital. These shares rank puri passu with the existing shares.
14. Financial Risk Management
Exposure to credit, liquidity, interest rate and currency risks arises in the normal course of the company's
business. These risks are limited by the company's financial management policies and practices
described below.
Talking into account of the fact that the company is operating profitable and the holding company will
continue financial support to the company as and when required, there is no liquidity risk exposure>
The company will consistently maintain a prudent financing policy and ensure that it sufficient cash and
credit lines to meet its liquidity requirements.
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ANNUAL REPORT 2009
e. Fair values
For value estimates are made at a specific point in time and based on relevant market information and
information about the financial instruments. These estimates are subjective in nature and involve
uncertainanties and matters of significant judgement ande therefore cannot determined with prevision.
Changes in assumptions could significantly affect these estimates.
The fair value of receivables, payables and accruals with no specific maturity is assumed to be the
amount repayable on demand at the balance sheet date.
The carrying amounts of significant current financial assets and liabilities in the balance sheet
approximate to their respective fair value as at 31st March 2009 due to the nature or short-term maturity
of thse instruments.
15. Accounting Judgement and Estimates
There are no significant effects on amounts recognized in the financial statements arising from the
judgement or estimates used by the company.
There is no significant risk of a key assumption concerning the future and other key sources of estimation
at the balance sheet date which will cause an adjustment to carrying amounts of assets and liabilities
within the next financial year.
16. Capital Management
The Company's equity capital management objectives are to safeguard the company's ability to continue
as a going concern and to keep the total lamount o capital and reserves at a low level relative to the
company's operation. To meet these objectives, the company manages the equity capital structure and
makes adjustments to it in the light of changes in economic conditions by paying dividends to
shareholders, and raising or repayment/debts as appropriate.
The company's equity management strategy was to maintain a low level of capital and reserves.
17. Related Partv Transactions
In addition in the transactions and balances detailed elsewhere in these financial statements , the
company had the following transactions with related parties
US $
Goods purchased from holding company 17,565
18. Ultimate Holding Company
The directors consider the ultimate holding company is Nyu Tek India Limited a mcompany
incorporated in India.
19. Approval of Financial Statements
These financial statements were authorized to be issued by the Company Board of Directors on 15th
June 2009.
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NU TEK INDIA LIMITED
Notice
Notice is hereby given that the 16th Annual General Meeting of NU TEK INDIA LIMITED will be held at Paharpur
Business House, Nehru Place, New Delhi- 110019 on Wednesday, the 9th day of September, 2009 at 11.30 A.M.
to transact the following business.
ORDINARY BUSINESS
1. To receive, consider and adopt the Audited Balance Sheet as at 31st March, 2009 and the Profit and Loss
Account for the year ended on that date along with the Annexure thereto and the reports of Auditors and
Directors thereon.
2. To consider and if thought fit declare final dividend on the equity shares for the years ended on 31st March,
2009.
3. To appoint auditors to hold office from the conclusion of this meeting to the conclusion of the next Annual
General Meeting and to fix their remuneration. M/s Vinod Kumar & Associates, Chartered Accountants, the
retiring auditors are eligible for reappointment.
4. To appoint a Director in place of Mr. Sandeep Bedi, who retires by rotation and being eligible, offers himself
for reappointment.
5. To appoint a Director in place of Mr. Vishal Jain, who retires by rotation and being eligible offers himself for
reappointment.
SPECIAL BUSINESS
1. To consider and if thought fit, to pass with or without modification (s), the following resolution as Ordinary
Resolution:
“RESOLVED THAT Mr. Sachin Mehra, who was appointed as additional director by the Board of Directors
pursuant to the Section 260 of the Companies Act, 1956 read with the Articles of the Article of Association
of the Company, whose term as director is expiring at the commencement of annual general meeting be
and is hereby appointed as director of the Company, liable to retire by rotation in accordance with provisions
of Section 257 of the Companies Act, 1956 and all other applicable provisions.”
2. To consider and if though fit, to pass with or without modification(s), the following resolution as Special
Resolution:
“RESOLVED THAT pursuant to provisions of Section 198, 269, 309 and other applicable provisions, if any
of the Companies Act, 1956 read with schedule XIII as amended the overall limit of the remuneration to be
paid to Mr. Vineet Sirpaul be and is hereby increased from Rs.16,00,000/- to Rs.50,00,000/- per annum
with effect from 1st April, 2008, which also includes the yearly increments to be given to him and Mr. Inder
Sharma, Chairman and Managing be and is hereby authorized to fix any remuneration between
Rs.16,00,000/- to Rs.50,00,000/- per annum. In case of loss Mr. Vineet Sirpaul will be entitled to get salary
of Rs.20,00,000/- per annum. In no case he will get salary of more than Rs.50,00,000/- without getting a
fresh approval from the members in their meeting. The maximum permissible salary structure would be
as follows:
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Nu Tek India Limited
ANNUAL REPORT 2009
NOTES: -
1. A member entitled to attend and vote is entitled to appoint a proxy to attend and to vote instead of himself.
Such a proxy need not be a member of the company. Proxies in order to be valid and effective must be
delivered at the registered office of the company not later than forty-eight hours before the commencement
of the meeting.
2. The Register of Members and Share Transfer Book will remain closed from 31st August, 2009 till 9th of
September, 2009 (both days inclusive) in the terms of provisions of Section 154 of the Companies Act,
1956 and clause 16 of the Listing Agreement with Stock Exchanges.
3. Members/proxies should bring the attendance slip duly filled in for attending the meeting.
4. Members having shares in physical form are requested to notify change in their address to the Company’s
Registrar and Share Transfer Agent M/s Aarthi Consultants Private Limited, 1-2-285, Domalguda,
Hyderabad- 500029. Ph. 040-27638111, 27634445, 27642217. Members holding shares in electronic
form are requested to notify changes in their address to their depository participant.
5. Since the Company’s share are in compulsory demat trading, to ensure better services and elimination of
risk of holding shares in physical form, we request shareholders holding shares in physical form to
dematerialize their shares at the earliest.
6. To avail the facility of Nomination, the members may write to the Company for obtaining the nomination
form.
7. Explanatory Statement pursuant to section 173(2) of the Companies Act, 1956 in respect of the Special
Business to be transacted at the meeting is annexed herewith and forms part of the notice.
None of the Directors except Mr. Sachin Mehra is interested anyway in the proposed resolution.
ITEM No. 2
Mr. Vineet Sirpaul is the Whole Time Director of the Company. He was appointed at said position with effect from the
17th May, 2006 by the Board and the members approved the same at their meeting held on 16th August, 2006.
Keeping in mind, the performance of Mr. Vineet Sirpaul as Whole Time Director of the Company, the Board on the
recommendation of the Remuneration Committee has approved on 30th October, 2008, the aforesaid increase in
his remuneration. The resolution if passed would empower Mr. Inder Sharma, the Chairman and Managing
Director to fix the remuneration of Mr. Vineet Sirpaul, anything between Rs.16,00,000/- to Rs.50,00,000/- per annum
and also to fix the annual increment between the aforesaid limit. However in no case Mr. Vineet Sirpaul would be
eligible for getting anything above Rs.50,00,000/- without a fresh approval of the members.
None of the Directors except Mr. Vineet Sirpaul is deemed to be interested in the resolution.
87
Details of the directors seeking appointment/reappointment in forth coming
Annual General Meeting:
Name of the Director Mr. Sandeep Bedi Mr. Vishal Jain Mr. Sachin Mehra
Date of Birth 29th April,1973 14th June, 1973 12th May, 1972
Qualification B.E. in Computer B.E Electronics & Bachelor in Computer
Engineering Communication, PGDBM Science
(finance)
Expertise He has 13 years of Experience in investment He is having vast
experience in Electronics management and knowledge and
and Telecom field. He investment banking having experience in good
started his career as good knowledge of corporate governance as
System Analyst in TCS Ltd corporate governance and he is director on the Board
in April, 1994 and has expert of finance. He was of listed as well as unlisted
worked in senior position awarded Silver medal for companies. He has been
with EDS, IBM, Keane India being national top appointed as additional
Ltd., Genpact Software and performer in ICFAI, director by the Board on
Agilent Technologies (as Hyderabad. He completed 30th October, 2008.
India Head -E Business his MBA from National
Division). Presently he is University of Singapore
working as Associate and Columbia Business
director of COLT Telecom School together. He
responsible for transition, started his corporate life in
solutions, program the year 2000 with Apple
management and global Computers in Singapore
delivery. as project team leader. He
joined DSP Merrill Lynch in
the advisory capacity in
2001.There he was
handling projects on client
asset investments of US
$350MM.
List of other Directorship NIL CINESPRITE INDIA 1. CRAYONS
LIMITED INTERACTIVE MEDIA PVT.
LTD.,2. INVENTUM
TECHNOLOGIES PVT.
LTD.3. ENABLIEER BACK
OFFICE TECHNOLOGIES
PVT. LTD.4. DIGITAL
I N T E R A C T I O N
SOFTEKAXE LIMITED5.
MEGA INFOTEL PVT. LTD.6.
MEGA CABS LTD.7. MEGA
HOLIDAYS LTD.8. MEGA
CORPORATION LTD.
Chairman/member of the Audit Committee and Audit Committee and Shareholder Grievances
Committees of the Board Remuneration Committee Remuneration Committee Redressal Committee
of the Company
Number of share held - - -
None of the Directors except Mr. Sandeep Bedi, Mr. Vishal Jain and Mr. Sachin Mehra are interested any way in the
proposed resolution.
BY THE ORDER OF THE BOARD
FOR NUTEK INDIA LIMITED
PROXY FORM
(Pursuant to the provisions of Section 176 (6) of the Companies Act, 1956)
———————————————————————————————————————————————
———————————
The 16th Annual General Meeting
NU TEK INDIA LIMITED
B-14A, Devika Towers,
Nehru Place, New Delhi- 110019
Company NU TEK INDIA LIMITED, held at Paharpur Business Centre, Nehru Place, New Delhi- 110019 on
09th September, 2009 at 11.30 A.M.
Signature of Member/Proxy
Name of the Member/Proxy
89
NU TEK
ANNUAL REPORT
BOOK POST
2008-2009
NU TEK