30th Annual Report - Bombay Stock Exchange · 7. Brief resume of directors seeking appointment/...

NUTECH GLOBAL LIMITED(ISO 9001 : 2008 Company)

30th Annual Report2013-2014

BOARD OF DIRECTORSRajeev Mukhija, Managing DirectorShyam Sunder MukhijaRadhika MukhijaManish MandhanaAnil DasotAnil Laddha

COMPANY SECRETARYNeha Anchlia

AUDITORSM/s O.P. Dad & Co.Ist Floor, Balaji ComplexPur Road, Bhilwara (Raj.)

BANKERSSate Bank of Bikaner & JaipurIndustrial Estate, Pur Road,Bhilwara - 311001

REGISTERED OFFICEMukhija Chambers5-Saraswati Marg,Opp. Lane Raymond.M.I. Road, Jaipur - 302001

WORKSE-149, RIICO Industrial Area,Bhilwara - 311 001

REGISTRAR & TRANSFER AGENTSBeetal Financial & Computer Services Pvt. Ltd.Beetal House, 99 Madangir, Behind Local ShoppingCentre, Near Dada Harsukh Dass Mandir, New Delhi

Contents Page

Notice for AGM 1-4Annexure to Notice 5-6Attendance Slip 7-8Director’s Report 9-12Management Discussion And Analysis 13-15Report on Corporate Governance 16-25Independent Audiotor’s Report 26-29Balance Sheet 30Profit & Loos Account 31Cash Flow Statement 32Notes 1 to 41 33-46

NOTICE

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NUTECH GLOBAL LIMITED

Notice is hereby given that the THIRTIETH ANNUAL GENERAL MEETING of the Members of NUTECH GLOBALLIMITED will be held On Tuesday, 30th Day of September 2014 at 11.00 A.M. at the Registered Office of thecompany at "Mukhija Chambers" 5, Saraswati Marg., opp. Lane Raymond, M.I. Road, Jaipur, to transact thefollowing Business:-

(A) Ordinary Business:1) To receive, consider and adopt the Audited Balance Sheet of the Company as at 31st March, 2014, Profit & Loss

Statement for the year ended on that date and the Directors' and Auditors' Report thereon.

2) To appoint Auditors of the Company and to fix their remuneration

3) To appoint a director in place of Shri Shyam Sunder Mukhija, (DIN:-01552629) who retires by rotation and beingeligible, offers himself for re-appointment.

(B) Special Business:-4) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an Ordinary

Resolution:"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicableprovisions, if any, of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and Clause 49 of the Listing Agreement(s), (including any statutory modification(s) or re-enactment thereof, for the time being in force), Sh. Manish Mandhana (DIN : 00025449), a Non-Executive Directorof the Company, who has submitted a declaration that he meets the criteria for independence as provided inSection 149(6) of the Act and who is eligible for appointment be and is hereby appointed as an IndependentDirector of the Company for five consecutive years with effect from the date of the Annual General Meeting to beheld on 30th September, 2014 upto 29th September, 2019 with an option to retire from the office at any time duringthe term of appointment but he shall not be liable to retire by rotation."

5) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicableprovisions, if any, of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and Clause 49 of the Listing Agreement(s), (including any statutory modification(s) or re-enactment thereof, for the time being in force), Sh. Anil Ladha (DIN: 00251432), a Non-Executive Director of theCompany, who has submitted a declaration that he meets the criteria for independence as provided in Section149(6) of the Act and who is eligible for appointment be and is hereby appointed as an Independent Director of theCompany for five consecutive years with effect from the date of the Annual General Meeting to be held on 30thSeptember, 2014 upto 29th September, 2019 with an option to retire from the office at any time during the term ofappointment but he shall not be liable to retire by rotation."

6) To consider and if thought fit, to pass, with or without modification(s), the following resolution as an OrdinaryResolution:"RESOLVED THAT pursuant to the provisions of Sections 149, 152 read with Schedule IV and all other applicableprovisions, if any, of the Companies Act, 2013 ('the Act') and the Companies (Appointment and Qualification ofDirectors) Rules, 2014 and Clause 49 of the Listing Agreement(s), (including any statutory modification(s) or re-enactment thereof, for the time being in force), Sh. Anil Kumar Dasot (DIN: 01325203), a Non-Executive Director ofthe Company, who has submitted a declaration that he meets the criteria for independence as provided in Section149(6) of the Act and who is eligible for appointment be and is hereby appointed as an Independent Director of theCompany for five consecutive years with effect from the date of the Annual General Meeting to be held on 30thSeptember, 2014 upto 29th September, 2019 with an option to retire from the office at any time during the term ofappointment but he shall not be liable to retire by rotation.

Place: Jaipur By order of the Board Date: 24 th May, 2014 NUTECH GLOBAL LIMITED

Sd/- (Rajeev Mukhija) Managing Director DIN No. 00507367

Regd. Office:-Mukhija Chambers, 5 Saraswati Marg, Opp. Lane Raymond,M.I. Road, Jaipur-302001, Tel.:91-141-2371169,

CIN: L17114RJ1984PLC003023: Website:[email protected]

NOTES:1. A member entitled to attend and vote at the meeting is entitled to appoint a proxy to attend and vote

instead of himself. The proxy need not be a member. The instruments appointing proxy should how-ever be deposited at the Registered Office of the Company not less than 48 hours before the com-mencement of the meeting.

2. The register of member and share transfer books of the Company shall remain closed from 24thSeptember, 2014 to 30th September, 2014. (both days inclusive).

3. The relevant explanatory statement pursuant to Section 102 of the Companies Act, 2013 in respect ofitem Nos. 4 to 6 of the Notice set out above, is annexed hereto.

4. Members are requested to notify immediately any change of address:(a) to their Depositories Participants (DPs) in respect of their electronic share accounts; and(b) to Registrar and Share Transfer Agents of the Company in respect of their physical shares folios along

with Bank particulars.5. All documents referred to in the accompanying notice and explanatory statement are open for

inspection at the registered office of the Company on all working days, except Saturdays between11.00 a.m. to 1.00 p.m. prior to date of Annual General Meeting.

6. Members seeking any information with regard to accounts are requested to write to the Company atleast 10 days before the meetings so as to enable the management to keep the information ready.

7. Brief resume of directors seeking appointment/ reappointment as stipulated under Clause 49 of theListing Agreement and explanatory statement pursuant to sections 102 of the Companies Act, 2013 inrespect of special business annex hereto.

8. Members are requested to bring their copy of Annual Report at the meeting.9. Members who hold the shares in dematerialized form are requested to bring their Clients ID and DP ID

for easier identification of attendance at the AGM.10. Pursuant to Circular No. SEBI/CFD/DIL/LA/2/2007/26/4 dated April 26, 2007, issued by the Securities

and Exchange Board of India, the statement containing the salient features of Balance Sheet, Profit andLoss Account and Auditor's Report (Abridged Financial Statement), is sent to the members. Any memberinterested in obtaining a copy of the full Annual Report may send written request at the Registered Officeof the Company.

11. Members holding shares in electronic form may note that bank particulars registered against theirrespective depository accounts will be used by the Company for payment of dividend. The Company orits Registrars cannot act on any request received directly from the members holding shares in electronicform for any change of bank particulars or bank mandates. Such are to be advised only to the Deposito-ries Participants of the members.

12. Voting through electronic means-I In compliance with the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the

Companies (Management and Administration) Rules, 2014 and Clause 35B of the Listing Agreement,the Company is pleased to offer e-voting facility as an alternative mode of voting which will enable themembers to cast their votes electronically on the resolution mentioned in the notice 30th Annual GeneralMeeting of the Company.The instructions for members for voting electronically are as under:-In case of members receiving e-mail:

(i) Log on to the e-voting website www.evotingindia.co.in(ii) Click on "Shareholders" tab.(iii) Now, select the "COMPANY NAME" from the drop down menu and click on "SUBMIT"(iv) Now Enter your User ID

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(a) For CDSL: 16 digits beneficiary ID

(b) Members holding shares in Physical Form should enter Folio Number registered with the Company.

(c) Next enter the Image Verification as displayed and Click on Login.

(vi) If you are holding shares in demat form and had logged on to www.evotingindia.co.in and voted on anearlier voting of any company, then your existing password is to be used.

(vii) If you are a first time user follow the steps given below:

For Members holding shares in Demat Form and Physical Form

PAN* Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicablefor both demat shareholders as well as physical shareholders)

Members who have not updated their PAN with the Company/Depository Participantare requested to use the first two letters of their name and the last 8 digits of the demataccount/folio number in the PAN field.

In case the folio number is less than 8 digits enter the applicable number of 0's beforethe number after the first two characters of the name in CAPITAL letters. Eg. If yourname is Ramesh Kumar with folio number 100 then enter RA00000100 in the PANfield.

DOB# Enter the Date of Birth as recorded in your demat account or in the company records forthe said demat account or folio in dd/mm/yyyy format.

Dividend Enter the Dividend Bank Details as recorded in your demat account or in the companyBank records for the said demat account or folio.Details#

Please enter the DOB or Dividend Bank Details in order to login. If the details are notrecorded with the depository or company please enter the number of shares held byyou as on the cut off date in the Dividend Bank details field.

(viii) After entering these details appropriately, click on "SUBMIT" tab.(ix) Members holding shares in physical form will then reach directly the Company selection screen.

However, members holding shares in demat form will now reach 'Password Creation' menuwherein they are required to mandatorily enter their login password in the new password field.Kindly note that this password is to be also used by the demat holders for voting for resolutionsof any other company on which they are eligible to vote, provided that company opts for e-votingthrough CDSL platform. It is strongly recommended not to share your password with any otherperson and take utmost care to keep your password confidential.

(x) For Members holding shares in physical form, the details can be used only for e-voting on theresolutions contained in this Notice.

(xi) Click on the EVEN for the relevant <Company Name> on which you choose to vote.(xii) On the voting page, you will see "RESOLUTION DESCRIPTION" and against the same the

option "YES/NO" for voting. Select the option YES or NO as desired. The option YES implies thatyou assent to the Resolution and option NO implies that you dissent to the Resolution.

(xiii) Click on the "RESOLUTIONS FILE LINK" if you wish to view the entire Resolution details.(xiv) After selecting the resolution you have decided to vote on, click on "SUBMIT". A confirmation box

will be displayed. If you wish to confirm your vote, click on "OK", else to change your vote, clickon "CANCEL" and accordingly modify your vote.

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(xv) Once you "CONFIRM" your vote on the resolution, you will not be allowed to modify your vote.(xvi) You can also take out print of the voting done by you by clicking on "Click here to print" option on

the Voting page.(xvii) If Demat account holder has forgotten the changed password then Enter the User ID and the

image verification code and click on Forgot Password & enter the details as prompted by thesystem.

Institutional shareholders (i.e. other than Individuals, HUF, NRI etc.) are required to log on tohttps://www.evotingindia.co.in and register themselves as Corporates.

They should submit a scanned copy of the Registration Form bearing the stamp and sign of theentity to [email protected].

After receiving the login details they have to create a user who would be able to link the account(s)which they wish to vote on.

The list of accounts should be mailed to [email protected] and on approval ofthe accounts they would be able to cast their vote.

They should upload a scanned copy of the Board Resolution and Power of Attorney (POA) whichthey have issued in favour of the Custodian, if any, in PDF format in the system for the scrutinizerto verify the same.In case of members receiving the physical copy:

(A) Please follow all steps from sl. no. (i) to sl. no. (xvii) above to cast vote.(B) The voting period begins on 24th September, 2014 at 9.30 A.M. and ends on 26th September,

2014 at 5.30 P.M. During this period shareholders' of the Company, holding shares either inphysical form or in dematerialized form, as on the cut-off date (record date) of 1st August, 2014,may cast their vote electronically. The e-voting module shall be disabled by CDSL for votingthereafter.

(C) In case you have any queries or issues regarding e-voting, you may refer the Frequently AskedQuestions ("FAQs") and e-voting manual available at www.evotingindia.co.in under help sec-tion or write an email to [email protected].

II. A copy of this notice has been placed on the website of the Company and the website of CDSLIII Sh. R.K. Jain & Associates, Practicing Company Secretary (Membership No FCS 4584) has

been appointed as the Scrutinizer for conducting the e-voting process in a fair and transparentmanner.

IV The scrutinizer shall within a period not exceeding three (3) working days from the conclusionof the e-voting period unblock the votes in the presence of at least of two (2) witness not in theemployment of the Company and make a Scrutinizer's report of the votes cast in favour oragainst, if any, forthwith to the Chairman.

V The results declared alongwith the Scrutinizer's Report shall be placed on the Company'swebsite www.nutechglobal.com and on the website of CDSL within two (2) days of passing ofthe resolutions at the AGM of the Company and communicate to the Stock Exchanges.

VI The members who does not cast vote through e-voting shall be entitled for voting at AnnualGeneral Meeting.

By order of the boardRegd. Office: For: NUTECH GLOBAL LIMITEDMukhija Chamber 5, Saraswati Marg,Opp. Lane Raymond's, M.I.Road, Sd/-Jaipur. (RAJEEV MUKHIJA)

Managing DirectorDated: 24th May, 2014 DIN NO. 00507387

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ANNEXURE TO NOTICEExplanatory Statement Pursuant to Section 102 of the Companies Act, 2013.

Item No. 4Shri Manish Mandhana is a Non-Executive Independent Director of the Company, he joined the Board in January,2009.and he is liable to retires by rotation under the erstwhile applicable provisions of the Companies Act, 1956 butthis provision is no longer applicable on Independent Directors under the Companies Act, 2013. In terms of section149 and other applicable provisions of the Companies Act, 2013, Shri Manish Mandhana being eligible and offeringhimself for appointment, is proposed to be appointed as an Independent Director for the term of five consecutiveyears from the date of this meeting till 29th September 2019. Shri Manish Mandhana is already Independent Directorof the Company and he is regularized as such under the provisions of Companies Act, 2013 and Listing Agreement.In the opinion of the Board, Shri Manish Mandhana fulfills the conditions specified in the Company Act, 2013 andRules made there under and under Listing Agreement for his appointment as an Independent Director of theCompany. The Board considers that Sh. Manish Mandhana continued association would be of immense benefit to theCompany and it is desirable to continue to avail his services. A copy of the draft letter for appointment of Shri ManishMandhana as an Independent Director setting out the terms and conditions would be available for inspection withoutany fee by the members at the registered office of the Company. Accordingly, the Board recommends the resolutionin relation to appointment of Shri Manish Mandhana as an Independent Director, for the approval by the shareholdersof the Company.Except Shri Manish Mandhana being an appointee, none of the Directors and the Key Managerial Personnel of theCompany, including their relatives, is in any way, concerned or interested, financially or otherwise, in the saidresolutions. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the ListingAgreement with Stock Exchange.

Item No. 5Shri Anil Ladha is a Non-Executive Independent Director of the Company, he joined the Board in Sept, 2003 and heis liable to retires by rotation under the erstwhile applicable provisions of the Companies Act, 1956 but this provisionis no longer applicable on Independent Directors under the Companies Act, 2013. In terms of section 149 and otherapplicable provisions of the Companies Act, 2013, Shri Anil Ladha being eligible and offering himself for appointment,is proposed to be appointed as an Independent Director for the term of Five consecutive years from the date of thismeeting till 29th September 2019. Sh. Anil Ladha is already Independent Director of the Company and he is regular-ized as such under the provisions of Companies Act, 2013 and Listing Agreement. In the opinion of the Board, ShriAnil Ladha fulfills the conditions specified in the Company Act, 2013 and Rules made there under and under ListingAgreement for his appointment as an Independent Director of the Company. The Board considers that Sh. AnilLadha's continued association would be of immense benefit to the Company and it is desirable to continue to availhis services. A copy of the draft letter for appointment of Shri Anil Ladha as an Independent Director setting out theterms and conditions would be available for inspection without any fee by the members at the registered office ofthe Company. Accordingly, the Board recommends the resolution in relation to appointment of Shri Anil Ladha as anIndependent Director, for the approval by the shareholders of the Company.Except Shri Anil Ladha being an appointee, none of the Directors and the Key Managerial Personnel of the Company,including their relatives, is in any way, concerned or interested, financially or otherwise, in the said resolutions. ThisExplanatory Statement may also be regarded as a disclosure under Clause 49 of the Listing Agreement with StockExchange.

Item No. 6Shri Anil kumar Dasot is a Non-Executive Independent Director of the Company, he joined the Board in Sept, 2003 andhe is liable to retires by rotation under the erstwhile applicable provisions of the Companies Act, 1956 but thisprovision is no longer applicable on Independent Directors under the Companies Act, 2013. In terms of section 149and other applicable provisions of the Companies Act, 2013, Shri Anil Kumar Dasot being eligible and offering himselffor appointment, is proposed to be appointed as an Independent Director for the term of Five consecutive years fromthe date of this meeting till 29th September 2019. Sh. Anil Kumar Dasot is already Independent Director of theCompany and he is regularized as such under the provisions of Companies Act, 2013 and Listing Agreement. In theopinion of the Board, Shri Anil Kumar Dasot fulfills the conditions specified in the Company Act, 2013 and Rules madethere under and under Listing Agreement for his appointment as an Independent Director of the Company. The Boardconsiders that Sh. Anil Kumar Dasot's continued association would be of immense benefit to the Company and it isdesirable to continue to avail his services. A copy of the draft letter for appointment of Shri Anil Kumar Dasot as an

Independent Director setting out the terms and conditions would be available for inspection without any fee by themembers at the registered office of the Company. Accordingly, the Board recommends the resolution in relation toappointment of Shri Anil Kumar Dasot as an Independent Director, for the approval by the shareholders of theCompany.Except Shri Anil Kumar Dasot being an appointee, none of the Directors and the Key Managerial Personnel of theCompany, including their relatives, is in any way, concerned or interested, financially or otherwise, in the saidresolutions. This Explanatory Statement may also be regarded as a disclosure under Clause 49 of the ListingAgreement with Stock Exchange.

ANNEXURE TO NOTICE FOR 30th ANNUAL GENERAL MEETINGDETAILS OF INDEPENDENT DIRECTORS SEEKING APPOINTMENT/RE-AP-

POINTMENT AT THE FORTHCOMING ANNUAL GENERAL MEETING(PURSUANT TO CLAUSE 49 OF LISTING AGREEMENT)

Particulars Shri Manish Mandhana Shri Anil Laddha Shri Anil Kumar Dasot

Date of Birth 28.09.1968 04.12.1973 12.02.1964

Date of Appointment 01.01.2009 30.09.2003 30.09.2003

Qualifications B.COM. M.B.A. M.COM.

Expertise in Specific Finance Accounts & Finance Textilefunctional areas

Directorship held in other Mandhana Industries Bhilwara Agro Auto -Nil-companies (excluding Limited Services Private Limitedforeign companies) Mandhana Retail Surya Automobiles

Ventures Limited Private LimitedMandhana -WD

LimitedGolden Seams

Industries PrivateLimited

Dhumketu FinvestPrivate Limited

Memberships/ Member : Member : Member :Chairmanships Audit committee Audit committee Audit committeeof committees of other Member : Member : Member :companies (includes Remuneration Remuneration Remunerationonly Audit Committee committee committee committeeand Shareholders Member : Member : Member :Grievance Shareholders Shareholders ShareholdersCommittee) /Investors committee /Investors committee /Investors committee

Number of shares held -Nil- -Nil- -Nil-in the Company


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ATTENDANCE SLIPOnly Shareholder or the Proxies will be allowed to attend the meeting

DP ID * L.F. No.

Client ID * No. of Shares held

I / We hereby record my / our presence at the 30th Annual General Meeting of the Company being held onTuesday, the 30th September, 2014 at 11.00 AM at Registered office at Company.

Signature of Shareholder(s): 1. _____________________ 2. ____________________

Signature of the Proxy holder _____________________________

* Applicable for Investors holding Shares in Electronic form

Note: Shareholders attending the meeting in person or by Proxy are requested to complete the attendanceslip and hand it over at the entrance of the meeting venue.

________________________________________________________________________________

PROXY FORM

(Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of theCompanies (Management and Administration) Rules, 2014)

CIN : L17114RJ1984PLC003023

Name of Company : NUTECH GLOBAL LIMITED

Registered Office: : Mukhija Chambers, 5 Saraswati Marg,Opp. Lane Raymonds, M.I. Road, Jaipur-302001 (Raj.)

Name of the Member(s)

Registered Address

Email ID

Folio No. / Client ID

DP ID

NUTECH GLOBAL LIMITEDRegd. Office:-Mukhija Chambers, 5 Saraswati Marg, Opp. Lane Raymond,

M.I. Road, Jaipur-302001, Tel.:91-141-2371169,CIN: L17114RJ1984PLC003023: Website:[email protected]

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Resolution RESOLUTIONS Optional*No. For Against

1. Adoption of Audited Balance Sheet as at 31st March, 2014, Profitand Loss Statement for the year ended on that date Directors' andAuditors' Reports thereon.

2. Appointment of Auditors and to fix their remuneration.

3. Re-appointment of Sh. Shyam Sunder Mukhija as Director of theCompany.

4. Appointment of Sh. Manish Mandhana as an Independent Director.

5. Appointment of Sh. Anil Ladha as an Independent Director.

6. Appointment of Shri Anil Dasot as an Independent Director.

Signed this……… day of …………..2014

Signature of shareholder ………………………………

Signature of proxy holder(s)…………………………...

Note:(1) This form of proxy in order to be effective should be duly completed and deposited at the registered

office Mukhija Chambers, 5 Saraswati Marg, Opp. Lane Raymonds, M.I. Road, Jaipur-302001 (Raj.) ofthe company at, not less than 48 hours before the commencement of the meeting.

(2) For the Resolutions, Explanatory Statement and Notes, please refer to the Notice of the 30th AnnualGeneral Meeting.

(3) * Please put a 'X' in the appropriate column against the resolutions indicated in the Box. If you leave the'For' or 'Against' column blank against any or all the resolutions, your proxy will be entitled to vote in themanner as he/she thinks appropriate.

(4) In case of joint holders, signatures of any one holder will be sufficient, but names of the joint holdersshould be stated.

AffixRevenue

Stamp

I/We, being the member(s) of…………………….…….. Shares of Nutech Global Ltd, hereby appoint :

(1) Name …………………………. : Address …………………………...…….

Email ID…………………………. : Signature ………………….or falling him;

(2) Name…………………………. : Address …………………………...…….


(3) Name…………………………. : Address …………………………...…….


as my/our proxy to attend and vote (on a poll) for me/us and on my/our behalf at the 30th Annual GeneralMeeting of the Company to be held on Tuesday, the 30th September, 2014 at 11.00 AM at Registered officeMukhija Chambers, 5 Saraswati Marg, Opp. Lane Raymonds, M.I. Road, Jaipur-302001 (Raj.) and at anyadjournment thereof in respect of such resolutions as are indicate below:

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To

THE MEMBERS,

The Board of Directors have pleasure to present the in presenting the 30th Annual Report and Statement ofAccounts for the year ended 31st March, 2014

FINANCIAL RESULTS

Particulars For the Year ended For the Year ended31st March, 2014 31st March, 2013

Profit for the Year 80,93,487 93,14,339

Less: Depreciation 64,12,570 75,14,164

Profit before Tax 16,80,917 18,00,175

Current Tax 8,60,628 4,57,363

MAT credit revert back (Recognized) - 1,80,435

Deferred Tax Provision (5,00,873) (2,42,643)

Profit after Tax 13,21,162 14,05,021

Profit brought forward from last year 17,809,480 16,404,459

Profit carried over to Balance Sheet 19,130,642 17,809,480

OPERATIONS & FUTURE PROSPECTS

During the year company has achieved sales of Rs.3582.61 lacs (P.Y.Rs. 3036.88 lacs).

DIVIDEND

The Board of Directors does not recommend any dividend for the year.

DIRECTORS

Shri Shyam Sunder Mukhija, Director of the company, retires by rotation at the ensuing Annual GeneralMeeting and is eligible for reappointment.

Shri Manish Mandhana, Shri Anil Laddha and Shri Anil Dasot Director of the company, appointed as anIndependent Director.

PARTICULARS OF EMPLOYEES

There is no person in the employment of the company drawing remuneration exceed as per section 217(2A) of the Companies Act,1956.

AUDITOR'S QUALIFICATION

The company is consistently following its Accounting Policy (1-F) in regard to Gratuity. However, the companyhas ascertained the gratuity liability and the same has been provided in this year.

AUDITORS

M/s O P Dad & Co., Chartered Accountants and Auditors of the Company will retire at the conclusion of theensuing Annual General Meeting of the Company and being eligible, offer themselves for re-appointment.The Board of Directors recommend for their re-appointment.

CORPORATE GOVERNANCE

The Company is committed to maintain the high standards of Corporate Governance. Your Directors adhere

DIRECTORS' REPORT

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to the requirements set out in the listing Agreement with the Stock Exchanges and have implemented all theprescribed requirements. Pursuant to clause 49 of the Listing Agreement with the Stock Exchanges, theReport on Corporate Governance and Management Discussions & Analysis have been incorporated in theAnnual Report and forms an integral part of the Directors' Report.

PARTICULARS WITH RESPECT OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGNEXCHANGE EARNING AND OUTGO.

As regards disclosure U/S 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosure ofparticulars in the report of Board of Directors) Rules, 1988 regarding conservation of energy, technologyabsorption and foreign exchange earning and outgo is given in the Annexure "A".

DIRECTOR'S RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956 with respect toDirector's Responsibility Statement, it is hereby confirmed :

(i) that in the preparation of the annual accounts for the financial year ended 31st March, 2014the applicable accounting standards had been followed along with proper explanation relatingto material departures;

(ii) that the directors had selected such accounting policies and applied them consistently andmade judgments and estimates that were reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of the profit and lossof the Company for the year under review;

(iii) that the directors had taken proper and sufficient care for the maintenance of adequate account-ing records in accordance with the provisions of the Companies Act, 1956 for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;

(iv) that the directors had prepared the accounts for the financial year ended 31st March, 2014 on a`going concern' basis.

APPRECIATION

The Board records its appreciation for the sincere co-operation and guidance from Financial Institutions,Banks and Central and State Government Authorities.

On behalf of the Board of DirectorsSd/-

(RAJEEV MUKHIJA)Managing Director

Place: Jaipur DIN NO. 00507387 Dated: 24th May, 2014 Sd/-

(SHYAM SUNDER MUKHIJA)Director

DIN:01552629ANNEXURE -"A"FORMING PART OF THE DIRECTOR'S REPORT

FOR THE YEAR ENDED 31st MARCH, 2014INFORMATION AS REQUIRED UNDER SECTION 217 (1) (E) OF THE COMPANIES ACT, 1956, READ WITH THE

COMPANIES (DISCLOSURE OF PARTICULARS) RULES 1988, ARE AS UNDER:-A. CONSERVATION OF ENERGY1. Energy Conservation Measures taken- The Company set plant level committees to periodically review and monitor

energy consumption. The committee has also been entrusted explore various measures for energy conservation inconsultation with experts.

2. Addition investment and proposal, if any, being implemented for reduction of consumption of energy. NIL

3. Impact of the above measures : The Impact has been marginal.4. Total Energy consumption and energy consumption per unit of production prescribed in Form "A" .

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FORM"A"

DISCLOSURE OF PARTICULARS WITH RESPECT TO CONSERVATION OF ENERGY

1 POWER AND FUEL CONSUMPTION

a) Purchases Units (in Lacs) 17.68 17.20

Total Amount (Rs. in Lacs) 110.58 102.80

Rate/Unit (Rs.) 6.25 5.98

b) Own Generation

(i) Through diesel generator (Unit in Lacs) 0.26 0.66

Total amount (Rs. in lacs) 4.62 9.02

Cost/Unit (Rs.) 17.76 13.72

(ii) Through Steam Turbine/Generator (Units) Nil Nil

COAL

Quantity Nil Nil

Total Amount Nil Nil

Average Rate Nil NilFURNACE OIL

Quantity Nil Nil


Average Rate Nil Nil

OTHERS

Quantity Nil Nil


Average Rate Nil Nil

2. CONSUMPTION PER UNIT OF PRODUCTION STANDARD

Gray Fabrics (in Lacs Mtrs.) 34.52 31.32

Electricity Units Per 1000 mtr. 5.12 5.49

B. TECHNOLOGY ABSORPTION

Efforts made in technology absorption as per Form B of the

Annexure

CURRENTYEAR

PREVIOUSYEAR

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FORM "B"

1. RESEARCH AND DEVELOPMENT (R & D

a) Specific areas in which R & D Current Year At present the company is notcarried out by the Company carrying out any significant research and

development activities.

b) Benefits derived as results There is no expenditure on of above R& D

other benefit accrued from it.

c) Further plan of action Plan for future action for research and develop-

ment is being worked out.

d) Expenditure on R&D capital NIL

Recurring NIL

R&D expenditure % age of turnover NIL

2. TECHNOLOGY ABSORPTION, ADOPTION AND INNOVATION

a.) Efforts in brief, made towards technology absorption

b.) Benefits derived as a result of the above efforts

c.) Information regarding Technology Imported during the last five years.

3. FOREIGN EXCHANGE EARNING AND OUT GO

2014 2013

a) Earning in Foreign Exchange (Rs in lacs) 0.00 0.00

b) Remittance in Foreign Exchange (Rs in lacs) 03.74 15.64


(RAJEEV MUKHIJA)Managing Director

Place: Jaipur DIN NO. 00507387

Dated: 24th May, 2014 Sd/-(SHYAM SUNDER MUKHIJA)

DirectorDIN:01552629

13


MANAGEMENT DISCUSSION AND ANALYSIS

The Management of NUTECH GLOBAL LTD. present its analysis report covering performance and outlookof the Company. The report has been prepared in compliance with corporate governance requirement aslaid down in the listing agreement. The management accepts responsibility for the integrity and objectivity ofthe financial statement. However, investors and readers are cautioned that this discussion contains certainforward looking statements that involve risk and uncertainties.

1. INDUSTRY STRUCTURE AND DEVELOPMENT

The Indian Textile industry occupies an important place in the economy of the country because of its contri-bution to the industrial output, employment generation and foreign exchange earnings. India at this juncture,with large cotton availability and good scope to increase the yield of cotton per hectare, has the additionaladvantage of skilled labor and management. Because of these factors, one can safely conclude that thegrowth of cotton production in India will intensify in the coming years. The industry operates in severalsegments, including cotton textiles, silk textiles, woolen textiles, jute and coir, man-made textiles andreadymade garments. India has the potential to increase its textile share and apparel share in the worldtrade from the current level of 8 percent to 11.5 percent and reach US$ 320 billion by 2020.

OUTLOOK

The Indian textile industry is one of the leading textile industries in the world, steadily improving in itscapabilities and competitiveness vis-à-vis the other global economies. It chiefly consists of ginning, spin-ning, weaving and processing industries and plays a major role in the country's economy.

It contributes nearly 20% of the total industrial production of the country, nearly 8% percent to the country'sGDP and accounts for about 25% of its total foreign exchange earnings through textile exports. Further, it isalso the second largest employer in the country, only after agriculture, currently employing more than 50million Indians directly and almost twice as many through the allied industries.

2. SWOT ANALSIS

Strengths:

Indian Textile Industry is an Independent & Self-Reliant industry. Abundant Raw Material availability that helps industry to control costs and reduces the lead-time

across the operation. Availability of Low Cost and Skilled Manpower provides competitive advantage to industry. .Availability of large varieties of cotton fiber and has a fast growing synthetic fiber industry. Industry has large and diversified segments that provide wide variety of products. Growing Economy and Potential Domestic and International Market. Industry has Manufacturing Flexibility that helps to increase the productivity.

Weaknesses:

Indian Textile Industry is highly Fragmented Industry. Industry is highly dependent on Cotton. Lower Productivity in various segments Lack of Technological Development that affect the productivity and other activities in whole value

14


chain. Higher Indirect Taxes, Power and Interest Rates.

Opportunities:

Large, Potential Domestic and International Market. Product development and Diversification to cater global needs. Elimination of Quota Restriction leads to greater Market Development. Market is gradually shifting towards Branded Readymade Garment. Increased Disposable Income and Purchasing Power of Indian Customer opens New Market

Development. Emerging Retail Industry and Malls provide huge opportunities for the Apparel, Handicraft and other

segments of the industry. Greater Investment and FDI opportunities are available.

Threats:

Competition from other developing countries, especially China. Continuous Quality Improvement is need of the hour as there are different demand patterns all over

the world. Elimination of Quota system will lead to fluctuations in Export Demand. Threat for Traditional Market for Power loom and Handloom Products and forcing them for product

diversification. Geographical Disadvantages. International labor and Environmental Laws. To make balance between price and quality.

COMPANY'S OUTLOOK

The Company's project is situated at Bhilwara which has developed as one of the biggest textile center ofIndia. Bhilwara centre is known for better quality of fabrics in comparison to other centre of country.

Since our focus is on time delivery and customer satisfaction by providing innovative solutions, throughwide variety of product and technical expertise, we strongly believe in sustain the challenge posed by thecompetitors and expect a continuously steady growth.

We strongly believe to compete favorably with respect to each of these factors and believe in our successthrough quality leadership, our expertise in providing innovative solutions and our ability to create andretain customer loyalty.

3. Financial and Operational Performance

The company has performed well during the year under review as cotton yarn prices jumped up considerablydue to picking up of demand. The performance of the company for the year ended 31st March 2014 is asfollows-

Particulars 2013-14 2012-13PBDIT 191.03 223.71PBDT 80.93 93.14PBT 16.81 18.00

15


4. Risk and Concern

The Company is having the risk of the market fluctuations, Government Policies, the material prices, tax ratesand several other external and internal factors. The Company's policy is to borrowing in Indian Rupees toavoid any rate variation risks. The Company is exposed to the risk of raw material prices of PV Yarn andtextures yarn. The Company has managed this risk by way of inventory management, vendor selectionprocess and forward booking. The Company is also exposed to other risks like various Government Poli-cies, and certain operating business risks which are managed by regular monitoring and timely action.

5. Internal Control System

The Company has adequate internal control system to safeguard the company's assets from any loss ordamage, to control cost, prevent revenue loss and required financial and accounting controls and to effec-tively implement the applicable accounting standards. All significant audit observations and follow-up ac-tions thereon are reported to the Audit Committee of Board of Directors. Audit Committee reviews the ad-equate and effectiveness of the company's internal control system and monitors the implementation of auditrecommendations.

6. Human Resources and Industrial Relation:-

The knowledge, competency and skills of the employees are being continuously developed to supportthem to become effective leaders in their domain. Training of the employees is a continuous and integratedprocess. Training is imparted according to the competency of each employee. Training and mentoringprograms are designed accordingly. The company believes in investing today in training to create tomorrow'sleader. During the year, various HR measures were taken to make the HR policies up to the requiredbusiness needs. The Company has strong and dedicated team of employees and they have shown commit-ment, competence and dedication in all area of business.

7. Caution Statement

Statement in this Management Discussion and Analysis Report describing the Company's objectives, esti-mates etc. may be "forward Looking Statement" within the applicable laws and regulations. Actual resultsmay vary from these expressed or implied, several factors that may effect Company's operations includeRaw Material prices, Government Polices and several other factors. The Company takes no responsibilityfor any consequences of the decision made, based on such statement and holds no obligation to updatethese in future.

By order of the boardRegd. Office: For: NUTECH GLOBAL LIMITEDMukhija Chamber 5, Saraswati Marg,Opp. Lane Raymond's, M.I.Road, Sd/-Jaipur. (RAJEEV MUKHIJA)

Managing DirectorDated: 24th May, 2014

16


REPORT ON CORPORATE GOVERNANCE

1. COMPANY'S PHILOSOPHY ON CORPORATE GOVERNANCE

The company's Philosophy on corporate governance has been developed with a tradition of fair and trans-parent governance and disclosure practice many of which were in existence even before they were man-dated by legislation. Transparency, integrity, professionalism and accountability-based values form thebasis of the company's philosophy for corporate governance. The company strives to improve the corporategovernance practices to meet stakeholders expectations and strictly complies with regulatory guidelines oncorporate governance. Our corporate governance philosophy is based on the following principles :

Satisfy the spirit of the law and not just the letter of the law. Corporate governance standards shouldgo beyond the law.

Be transparent and maintain a high degree of disclosure levels. When in doubt, disclose.

Make a clear distinction between personal conveniences and corporate resources.

Communicate externally, in a truthful manner, about how the Company is run internally.

Have a simple and transparent corporate structure driven solely by business needs.

The Management is the trustee of the shareholders' capital and not the owner.

1. BOARD OF DIRECTORS

Composition of the Board

The Board of Directors of the Company comprise of SIX Directors, out of which Four are Non-Executive. TheManaging Director and whole time Director fall in the category of Executive Directors. Three Directors areindependent Directors. The details of Board Composition as on 31st March, 2014 are appended below:-

Name of the Director Whether Promoter / Executive orNon-Executive / Independent

Shri S.S.Mukhija Non-Executive (Promoter Group)

Shri Rajeev Mukhija Executive (Promoter Group)

Shri Manish Mandhana Non-Executive & Independent

Smt.Radhika Mukhija Executive (Promoter Group)

Shri Anil Laddha Non-Executive & Independent

Shri Anil Dasot Non-Executive & Independent

BOARD MEETINGS & GENERAL MEETING

During the review, 5 Board meeting were held, the dates Being 30.05.2013, 10.06.2013, 10.08.2013,04.09.2013, 31.10.2013, 10.02.2014, 28.03.2014. The last AGM was held on 30th September 2013.Details of attendance during 2013-14 and other particulars are as given below:-

17


Name of the Title No. of Board Whether No. of out DirectorDirector Meeting attended ship held in other

Attended last AGM listed Companies

Sh.S.S.Mukhija Director 5 Yes NilSh.Rajeev Mukhija M.D. 5 Yes NilSh.Manish Mandhana Director 4 No NilSmt.Radhika Mukhija W.T.D. 4 Yes NilSh. Anil Laddha Director 4 No NilSh. Anil Dasot Director 4 No Nil

BOARD AGENDA

The Board of the Company is provided with detailed notes along with agenda papers in advance in respectof various items discussed in the Board meetings including:

1. Annual Business Plan including financial and operational plan2. Quarterly financial results/Annual financial statements.3. Appointment of senior executives.4. Review of operation of units.5. Investment proposals.6. Quarterly statutory compliance report.7. Progress on restructuring plan of the Company.8. Capital budgets and updates.9. Minutes of meetings of audit committee and other committees of the board.10. Show cause, demand, prosecution notices and penalty notices, which are materially important.

Committees of the Board

The Board of Directors has constituted following Committees of the Board viz.

Audit Committee Remuneration Committee Shareholder committee

The Board determines the terms of reference of these Committees from time to time. Meetings of theseCommittees are convened by the respective Committee Chairman/Company Secretary. At each Board Meet-ing, minutes of these Committees are placed before the Directors for their perusal and noting.

2. AUDIT COMMITTEE :

The Audit Committee of the Company comprises of 4 members, 3 of whom are Non-Executive IndependentDirectors. And one of Non-Executive (Promoter Group) Mr. S.S. Mukhija, a Non Executive Director acts asChairman of the Committee. The Committee members are professionals having requisite experience in thefields of Finance and Accounts, Banking and Management. The Audit Committee met 4 times during the year.The Director and Chief Financial Officer and representatives of Internal and Statutory Auditors are invitees toAudit Committee meetings and the Company Secretary acts as the Secretary of the Audit Committee.

Role

The terms of reference of the Audit Committee are as under:

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Oversight of the company's financial reporting process and the disclosure of its financial informa-tion to ensure that the financial statement is correct, sufficient and credible.

Recommending to the Board the appointment, re-appointment and, if required, the replacement orremoval of the statutory auditor and the fixation of audit fees.

Approval of payment of statutory auditors for any other services rendered by the statutory auditors.

Reviewing, with the management, the quarterly financial statements before submission to theboard for approval.

Reviewing, with the management, performance of statutory and internal auditors, adequacy of theinternal control systems.

To review the functioning of the Whistle Blower mechanism, in case the same is existing.

Carrying out any other function as is mentioned in the terms of reference of the Audit Committee.

Management Discussion and Analysis of financial condition and results of operations.

Statement of significant related party transactions (as defined by the Audit Committee), submitted bymanagement.

Internal audit reports relating to internal control weaknesses; and

The appointment, removal and terms of remuneration of the Chief Internal Auditor shall be subjectto review by the Audit Committee.

Meetings and Attendance

The board terms of reference of Audit Committee are in accordance with the prescribed guidelines, as setout in the Listing Agreement. During the year under review four meetings of the Audit Committee were held,the date being 24.05.2013, 05.08.2013, 25.10.2013 and 06.02.2014.

The Composition and attendance of the members of the Audit Committee Meeting are as under:-

Sr. No. Name Position No. of audit Meeting Attendedcommittee

1. Shri S.S. Mukhija Chairman 4 4

2. Shri Anil Dasot Member 4 3

3. Shri Anil Laddha Member 4 3

4. Shri. Manish Mandhana Member 4 4

4. REMUNERATION COMMITTEE :

The Remuneration Committee of the Board of Directors has been constituted in accordance with theprescribed guidelines. The Remuneration Committee comprises of four directors, all of whom are non-executive and majority of them are independent directors.

Role

The terms of reference of the Remuneration Committee are as under:

1. To frame company's policies for compensation and benefits for Executive Directors.2. To Review and recommend compensation payable to the Executive Directors.

19


3. To administer and supervise Employee Stock Option Schemes (ESOS) including framing of poli-cies related to ESOS and reviewing grant of ESOS.

4. To Review HR Policies and initiatives.


The board terms of reference of Remuneration Committee are in accordance with the prescribed guidelines,as set out in the Listing Agreement. During the year under review one meetings of the RemunerationCommittee were held, the date being 30.10.2013.

The Composition and attendance of the members of the Remuneration Committee Meeting are as under:-

Sr. No. Name Position No. of audit MeetingsCommitteee Attended

1. Shri.S.S. Mukhija Chairman 1 1




Remuneration Paid to Whole time Directors during 2013-14.

DETAILS MANAGING DIRECTOR WHOLE TIME DIRECTORSH. RAJEEV MUKHIJA SMT. RADHIKA MUKHIJA

1. SALARY 12,90,000 1,81,200

2. CONTRIBUTION TO PROVIDENT 1,54,800

SUPERANNUATION AND

3. GRATUITY FUND

4. OTHER PERQUISITE

TOTAL 14,44,800 1,81,200

5. SHAREHOLDER'S COMMITTEE :

The Board of Directors has constituted following Committees for shareholders related matters:-

1. Investors' Grievance Committee

The Investors' Grievance Committee has 4 Members comprising of all of 4 are Non-ExecutiveDirectors.

RoleThe terms of reference of the Investors' Grievance Committee are as under:1. To specifically look into the redressal of Investors' Grievances pertaining to:

Transfer of Shares and Debentures.

Dividends, Interests and Redemption Proceeds of Debentures.

Dematerialization of Shares and Debentures.

20


Replacement of Lost, Stolen, Mutilated Share and Debenture Certificates.

Non-receipt of Rights, Bonus, Split Share Certificates.

2. To look into other related issues towards strengthening Investors' Relations.3. To consider and approve issuance of Share/Debenture Certificates including Duplicate Share/ Deben-

ture Certificates.4. To look into the reasons for any defaults in the payment to the Depositors, Debenture Holders, Share-

holders (in case of non payment of Declared Dividends) and Creditors.


The Committee met 5 times during the year. The meetings were held on 29.05.2013, , 09.08.2013, 30.10.2013,01.02.2014, and 20.03.2014

The no. of meetings attended by each member is as under:-

Sr. No. Name Position No. of Meetings Meeting Attended





The details of complaints received and resolved during the year 2013-14 are as under:-

No. of complaints received from Shareholders/Stock Exchange/SEBI Nil

No. of complaints not resolved Nil

Shri Rajeev Mukhija Managing Director of the Company is the Compliance Office of the Company.Investor's grievances are resolved expeditiously. There are no grievances pending as on date.

2. The Share Transfer Committee,

Role

The Committee considers and approve the transfer of Equity shares and its related matters.


The Committee met 9 times during the year. The meeting were held on 21.05.2013, 01.02.2014, 20.03.2014and 21.03.2014..

The no. of meetings attended by each member is as under:-

Sr. No. Name Position No. of Meetings Meeting Attended





21


6. GENERAL BODY MEETING

Location and time where last three Annual Meetings were held :

Date of AGM Relevant Venue/Location where Time of MeetingFinancial Year AGM held

30 Sept., 2011 2010-11 Mukhija Chambers, 5 Saraswati Marg, 11.00 A.M.Opp. Lane, Raymond M.I. Road, Jaipur



No special resolution requiring postal ballot is being placed before the shareholders for approval atthis meeting.

No special resolution through postal ballot was passed during the year under review. No ExtraOrdinary General meetings of the members held during the year.

7. Other Disclosures

a) Material related party transactions: During the financial year 2013-2014, there were no transac-tions of material nature with its promoters, the directors or the management, their subsidiaries orrelatives, etc., which may have potential conflict with the interests of the Company at large.

b) Disclosure of Accounting Treatment: In preparation of the financial statements, the Company hasfollowed the Accounting Standards issued by ICAI. The significant accounting policies which areconsistently applied are set out in the Annexure to Notes to the Accounts.

c) Risk Management: Business Risk evaluation and its management is an ongoing process withinthe Company. During the year under review, regular exercise on "Risk Assessment and Manage-ment" was carried out covering all the areas of business, and the Board was informed of the same.

d) Details of Non-Compliance: There were no penalties or structures imposed on the Company byStock Exchanges or SEBI or any statutory authority, on any matter related to capital markets, duringthe last three years.

e) The Company has complied with all mandatory requirements of Clause 49. Adoption of non-man-datory requirements of clause 49 of the Listing Agreement, are being reviewed by the Board fromtime to time.

8. Means of Communication

a) No half yearly report is sent to each shareholder. However the same is published in the newspa-pers.

b) Quarterly results and the half yearly results are published in leading newspapers. The annualaudited results, on approval by Board are also published within 60 days of the close of the financialyear.

c) The results are also sent to the Stock Exchanges for incorporation in their website.d) The Management discussion and Analysis Report forms part of the Annual Report.

22


General Shareholder Information :

Detailed information in this regard is provided in the section "Shareholder Information" which forms part ofthis Annual Report.

Compliance Certificate of the Auditors :

The Statutory Auditors have certified that the Company has complied with the conditions of Corporate Gover-nance, as stipulated in Clause 49 of the Listing Agreement with the Stock Exchanges, and the same isannexed to This report.

The certificate from the Statutory Auditors will be sent to the listed stock exchanges along with the AnnualReturn of the Company,

SHAREHOLDER INFORMATION :1. Annual General Meeting :

Date and Time : 30th September'2014 at 11.00A.M.Venue : Mukhija Chambers, 5, Sarswati Marg, Opp. Lane,

Raymond, M.I.Road, Jaipur (Rajasthan)

2. Financial Calendar & Publication of Results :The financial year of the company is April to March.

Financial reporting for the quarter ending June 30, 2014 : 2nd week of August, 2014

Financial reporting for the half year ending September 30, 2014 : 2nd week of November, 2014

Financial reporting for the quarter ending December 31, 2014 : 2nd week of February, 2015

Financial reporting for the year ending March 31, 2015 : Forth Week of May, 2015

Annual General meeting for the year ended March 31, 2015. : September, 2015

3. Dates of Book Closure 24.09.2014 to 30.09.20144. Registered Office Mukhija Chambers 5, Sarswati Marg, Opp. Lane

Raymonds, M.I.Road, Jaipur, Rajasthan

5. Listing of Equity shares on Stock Exchanges at :1. Bombay Stock Exchange Limited, Phirozejeejeebhoy Towers, Dalal Street,

Mumbai 400 023

2. National Stock Exchange,

6. Stock Code : ISIN No. - IN E960H01012

7. Stock market Data : Monthly high Low value (in Rs.) at BSE of Company's Share and BSE

Sensex is as under:-Company : NUTECH GLOBAL LTD. 531304Period: Apr 2013 to March 2014All Prices in

Month Open High Low CloseJun 13 14.26 15.90 14.40 15.00Jul 13 13.55 13.55 13.55 13.55Mar 14 12.88 12.88 12.88 12.88

23


* SpreadH-L : High-LowC-O : Close-Open8. Registrars and Share Transfer Agents & Depository Registrar :

BEETAL FINANCIAL & COMPUTER SERVICES PVT. LTD.BEETAL HOUSE, 99 MADANGIR, BEHIND LOCAL SHOPPING CENTRE,NEAR DADA HARSUKH DASS MANDIR, NEW DELHI.PH. 011-29961281, FAX NO. 011-29961284

9. Share Transfer System :The company has appointed BEETAL FINANCIAL & COMPUTER SERVICES PVT. LTD for share transferfacility. Shares are in electronic connectivity like CSDL and NSDL. Shares transfer in electronic form areregistered and dispatched with in 7 days of receipt of the documents, if documents are found to be in order.Shares under objection are returned with in 7 days.All the matters looking after by BEETAL FINANCIAL & COMPUTER SERVICES PVT. LTD related to Sharehold-ers'. This would henceforth oversee the matters related to Investors.10. Dematerialization of Share and Liquidity :

We have decartelized of the shares so we are dealing in electronic form.11. Distribution of Share holding as on March 31,2014

Group of Shares No. of No. of % age to totalShareholders Share held Shares

UP to 5000 2028 4,40,425 13.74745001 to 10000 96 81,835 2.554410001 to 20000 58 84,151 2.626720001 to 30000 22 53,419 1.667430001 to 40000 7 23,846 0.744340001 to 50000 8 34,500 1.076950001 to 100000 8 64,000 1.9977100001 and above 24 24,21,524 75.5852

TOTAL 2251 3203700 100.00

12. Shareholding pattern as at March 31,2014

Category No. of Shares Percentage ofheld Shareholding

A. Promoter's Holding1. Promoter's

Indian PromotersIndividual/ HUf 860400 26.86 %Bodies Corporate 430300 13.43 %Foreign Promoters NIL NIL

2. Persons acting in concert

Sub Total 1290700 40.29 %

24


B Non Promoters holding3. Institutional Invertors

a. Mutual Funds and UTI Nil Nilb. Banks, Financial Institutions Nil Nil

Insurance Companies (Central/State Govt.,Institutions, NonGovernment Institutions)

c. FIIs 100 Nil Nil

Sub Total Nil NilC Others

a Private Corporate Bodies 56,564 1.77 %b Individual

Individual share holders holding 759298 23.70 %Nominal share capital up toRs. 1.00 lacsIndividual share holders holding 1095424 34.19 %Nominal share capital exceedRs. 1.00 lacs

c NRIs/OCBs Nil Nild Any Other 1714 0.06%

Sub Total 1913000 59.71%

GRAND TOTAL 3203700 100.00%13. Plant Location : E-149 RIICO Industrial Area, Bhilwara - 311 00114. Registered Office : Mukhija Chambers, 5 Saraswati Marg, Opp. Lane Raymond,

M.I.Road, Jaipur (Raj.)15. Corporate Office : Bazar No.2, Bhopal Ganj,Bhilwara (Raj.)

25



(O.P. DAD & Co.)Chartered Accountants

Place: Jaipur Dated: 24th May, 2014 Sd/-

(O.P. DAD)Partner

M.No. 035373

AUDITOR'S CERTIFICATE ON COMPLIANCE WITH THE CONDITIONSOF CORPORATE GOVERNANCE UNDER CLAUSE 49 OF THE LISTING

AGREEMENT(S)

To the Members of NUTECH GLOBAL LTD.

We have reviewed the implementation of Corporate Governance procedures by Nutech Global ltd.during the year ended 31 March,2014, with the relevant records and documents maintained by theCompany, furnished to us for our review and the report on Corporate Governance as approved by theBoard of Directors.

The compliance of conditions of corporate governance is the responsibility of the management. Ourexamination was limited to procedure and implementation thereof, adopted by the Company for ensuringthe compliance of the conditions of Corporate governance. It is neither an audit nor an expression of opinionon the financial statements of the Company.

We further state that such compliance is neither an assurance as to the future viability of the Company northe efficiency or effectiveness with which the management has conducted the affairs of the Company.

As required by the guidance note issued by the Institute of Chartered Accountants of India, we have tostate that no investor grievance is pending for a period exceeding one month against the company asper information and explanations provided by the share holders/investor grievance committee and thecompany secretary of the company.

On the basis of our review and according to the information and explanations given to us, in our opinion,the conditions of Corporate Governance as stipulated in Clause 49 of the listing agreement(s) with theStock Exchanges(s) have been complied with in all material respect by the Company.

26


To,

The Shareholders of


Jaipur

Report on the Financial Statements

We have audited the accompanying financial statements of NUTECH GLOBAL LIMITED ("the Company"),which comprise the Balance Sheet as at March 31, 2014, the Statement of Profit and Loss and Cash FlowStatement for the year then ended, and a summary of significant accounting policies and other explanatoryinformation.

Management's Responsibility for the Financial Statements

Management is responsible for the preparation of these financial statements that give a true and fair view ofthe financial position, financial performance and cash flows of the Company in accordance with the Account-ing Standards referred to in sub-section (3C) of section 211 of the Companies Act, 1956 ("the Act"). Thisresponsibility includes the design, implementation and maintenance of internal control relevant to the prepa-ration and presentation of the financial statements that give a true and fair view and are free from materialmisstatement, whether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financial statements based on our audit. We conductedour audit in accordance with the Standards on Auditing issued by the Institute of Chartered Accountants ofIndia. Those Standards require that we comply with ethical requirements and plan and perform the audit toobtain reasonable assurance about whether the financial statements are free from material misstatement.

An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in thefinancial statements. The procedures selected depend on the auditor's judgment, including the assess-ment of the risks of material misstatement of the financial statements, whether due to fraud or error. Inmaking those risk assessments, the auditor considers internal control relevant to the Company's prepara-tion and fair presentation of the financial statements in order to design audit procedures that are appropriatein the circumstances. An audit also includes evaluating the appropriateness of accounting policies used andthe reasonableness of the accounting estimates made by management, as well as evaluating the overallpresentation of the financial statements.

We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for ouraudit opinion.

Opinion

In our opinion and to the best of our information and according to the explanations given to us, the aforesaidfinancial statements give the information required by the Act in the manner so required and give a true and fairview in conformity with the accounting principles generally accepted in India:

(a) in the case of the Balance Sheet, of the state of affairs of the Company as at March 31, 2014;

(b) in the case of the Profit and Loss Account, of the profit/ loss 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.

Independent Auditor's Report

27


Report on Other Legal and Regulatory Requirements

(1) As required by the Companies (Auditor's Report) Order, 2003 ("the Order") issued by the CentralGovernment of India in terms of sub-section (4A) of section 227 of the Act, we give in the Annexure astatement on the matters specified in paragraphs 4 and 5 of the Order.

(2) As required by section 227(3) of the Act, we report that:

(a) We have obtained all the information & explanations which to the best of our knowledge and beliefwere necessary for the purpose of our audit;

(b) In our opinion proper books of account as required by law have been kept by the Company so far asappears from our examination of those books

(c) The Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement dealt with by this Reportare in agreement with the books of account.

(d) In our opinion, the Balance Sheet, Statement of Profit and Loss, and Cash Flow Statement complywith the Accounting Standards referred to in subsection (3C) of section 211 of the Companies Act,1956;

(e) On the basis of written representations received from the directors as on March 31, 2014, and takenon record by the Board of Directors, none of the directors is disqualified as on March 31, 2014, frombeing appointed as a director in terms of clause (g) of sub-section (1) of section 274 of the Compa-nies Act, 1956.

(f) Since the Central Government has not issued any notification as to the rate at which the cess is tobe paid under section 441A of the Companies Act, 1956 nor has it issued any Rules under the saidsection, prescribing the manner in which such cess is to be paid, no cess is due and payable by theCompany.

On behalf of the Board of DirectorsPlace: Jaipur O.P. DAD & CO.Dated: 24th May, 2014 Chartered Accountants

(Firm Reg. No. 002330C)

(O.P. DAD)Partner

M. No. 35373

28


On the basis of such checks as we considered appropriate and according to the information & explanation givento us during the course of our audit, we report that:

1. In respect of its fixed assets:(a) The company has maintained proper records showing full particulars including quantitative details and situation of

its fixed assets on the basis of available information.(b) As explained to us, all the fixed assets have been physically verified by the management in a phased periodical

manner, which in our opinion is reasonable, having regard to the size of the Company and nature of its assets. Nomaterial discrepancies were noticed on such physical verification.

(c) In our opinion and according to the information & explanations given to us, no fixed asset has been disposedduring the year and therefore does not affect the going concern assumption.

2. In respect of its inventories:(a) As explained to us, inventories have been physically verified during the year by the management at reasonable

intervals.(b) In our opinion and according to the information & explanations given to us, the procedures of physical verification

of inventories followed by the management are reasonable and adequate in relation to the size of the companyand the nature of its business.

(c) In our opinion and on the basis of our examination of the records, the Company is generally maintaining properrecords of its inventories. No material discrepancy was noticed on physical verification of stocks by the manage-ment as compared to book records.

3. In respect of loans, secured or unsecured:(a) According to the information & explanations given to us and on the basis of our examination of the books of

account, the Company has not granted any loans, secured or unsecured, to companies, firms or other partieslisted in the register maintained under Section 301 of the Companies Act, 1956. Consequently, the provisions ofclauses iii (b), iii(c) and iii (d) of the order are not applicable to the Company.

(b) According to the information & explanations given to us and on the basis of our examination of the books ofaccount, the Company has not taken loans from companies, firms or other parties listed in the register maintainedunder Section 301 of the Companies Act, 1956. Thus sub clauses (f) & (g) are not applicable to the company.

4. In our opinion and according to the information & explanations given to us, there is generally an adequate internalcontrol procedure commensurate with the size of the company and the nature of its business for the purchaseof inventories & fixed assets and payment for expenses & for sale of goods and services. During the course ofour audit, no major instance of continuing failure to correct any weaknesses in the internal control system hasbeen noticed.

5. In respect of the contracts or arrangements referred to in section 301 of the Companies Act, 1956:(a) Based on the audit procedures applied by us and according to the information & explanations provided by the

management, the particulars of contracts or arrangements referred to in section 301 of the Act have been enteredin the register required to be maintained under that section.

(b) According to the information and explanations given to us, the transactions made in pursuance of contracts orarrangements entered in the register maintained under section 301 of the Companies Act, 1956 that are exceedingthe value of rupees five lakhs in respect of any party during the year have been made at prices which arereasonable having regard to the prevailing market price at the relevant time.

6. In our opinion and as per information & explanations given to us, the Company has not accepted any deposits fromthe public covered under section 58A and 58AA or any other relevant provisions of the Companies Act, 1956 andthe rules framed there under. Therefore, the provisions of clause (vi) of paragraph 4 of the order are notapplicable to the company.

7. As per information & explanations given by the management, the Company has an internal audit system commen-surate with its size and the nature of its business.

8. The Central Government has prescribed maintenance of the cost records under section 209(1)(d) of the Compa-

ANNEXURE TO THE INDEPENDENT AUDITORS' REPORT(Referred to in paragraph 1 under the heading of "Report on Other Legal and Regulatory Requirements"

of our report of even date)

29


nies Act, 1956 in respect to the company's products. We have broadly reviewed the books of accounts andrecords maintained by the company in this connection and are of the opinion that prima facie, the prescribedaccounts and records have been made and maintained. We have however, not made a detailed examination of therecords with a view to determine whether they are accurate or complete.

9. In respect of statutory dues:(a) According to the records of the company, undisputed statutory dues including Provident Fund, Investor Education

and Protection Fund, Employees' State Insurance, Income-tax, Sales-tax, Wealth Tax, Service Tax, Custom Duty,Excise Duty, cess and other material statutory dues to the extent applicable have generally been regularlydeposited with the appropriate authorities.

(b) According to the information & explanations given to us and the records examined by us, there is no disputedamount payable in respect of income tax, wealth tax, service tax, sales tax, customs duty and excise duty andcess.

10. The Company does not have any accumulated loss and has not incurred cash loss during the financial yearcovered by our audit and in the immediately preceding financial year.

11. Based on our audit procedures and on the information & explanations given by the management, we are of theopinion that, the Company has not defaulted in repayment of dues to a financial institutions, banks or debentureholders.

12. In our opinion and according to the information & explanations given to us, the Company has not granted any loansand advances on the basis of security by way of pledge of shares, debentures and other securities.

13. In our opinion, the Company is not a chit fund / nidhi / mutual benefit fund / society. Therefore, the provision ofclause 4(xiii) of para 4 of the Companies (Auditor's Report) Order, 2003 (as amended) is not applicable to theCompany.

14. In our opinion, the Company is not dealing or trading in shares, securities, debentures, mutual funds & otherinvestments. Accordingly, the provisions of clause 4(xiv) of the Companies (Auditor's Report) Order, 2003 (asamended) are not applicable to the company.

15. As explained the company has given corporate guarantee of Rs. 671.00 lacs to bank against the loans taken byM/s. Navlok Exhibitors P. Ltd, a company in which directors are interested, from State Bank of Bikaner & Jaipur. Asexplained, no charges have been charged by the company in this regard from Navlok Exhibitors Private Limited.

16. Based on our audit procedures and on the information & explanations given by the management, we report thatthe term loans have been applied for the purpose for which they were raised.

17. Based on the information & explanations given to us and on an overall examination of the Balance Sheet of theCompany as at 31st March, 2014, we are of the opinion that there are no funds raised on short-term basis havebeen used for long-term investment. No long-term funds have been used to finance short-term assets exceptpermanent working capital.

18. The Company has not made any preferential allotment of shares to the parties and companies covered in theRegister maintained under section 301 of the Companies Act, 1956 at the price which is not prejudicial to theinterest of the Company.

19. According to the information & explanations given to us, the Company has not issued any debentures during theperiod covered by our audit.

20. The Company has not raised any money by way of public issue during the year. Accordingly, the provisions ofclause 4(xx) of the Companies (Auditor's Report) Order, 2003 (as amended) are not applicable to the company.

21. In our opinion and according to the information & explanations given to us, we report that no material fraud on orby the Company has been noticed or reported during the year, nor have we been informed of such case by themanagement.

On behalf of the Board of DirectorsPlace: Jaipur O.P. DAD & CO.Dated: 24th May, 2014 Chartered Accountants

(Firm Reg. No. 002330C)

(O.P. DAD)Partner

M. No. 35373

30


NOTES 31.03.2014 31.03.2013EQUITY AND LIABILITIESSHAREHOLDERS' FUNDSShare Capital 1 3,20,37,000 3,19,12,500Reserves & Surplus 2 3,59,63,255 3,46,61,785Share Application money pending allotment - -

6,80,00,255 6,65,74,285NON CURRENT LIABILITIESLong-Term Borrowings 3 1,46,16,855 1,91,33,145Deferred Tax Liabilities (Net) 4 66,16,993 71,17,866Other Long Term Liabilities 5 22,81,618 31,70,930Long Term Provision 6 15,85,450 14,82,519

2,51,00,916 3,09,04,460CURRENT LIABILITIESShort Term Borrowings 7 6,77,79,165 6,04,04,355Trade Payable 8 1,55,12,039 1,34,71,110Other Current Liabilities 9 65,97,106 88,10,662Short Term Provision 10 35,76,018 34,05,218

9,34,64,327 8,60,91,345

TOTAL 18,65,65,498 18,35,70,090 ASSETSNON CURRENT ASSETSFixed Assets

Tangible Assets 11.1 6,21,01,768 6,05,65,997Intangible Assets 11.2 31,452 41,851Capital Work in Progress 5,40,534 18,35,123

Non-Current Investments 12 40,000 -Long-Term loans and advances 13 43,65,190 40,53,582

Total Non Current assets 6,70,78,944 6,64,96,553CURRENT ASSETSInventories 14 8,21,82,533 6,92,90,550Trade Recievable 15 3,24,59,901 3,08,41,268Cash and Cash Equivalents 16 17,02,238 1,43,39,571Short-term loans & advances 17 20,79,727 15,62,558Other current assets 18 10,62,154 10,39,590

Total current assets 11,94,86,553 11,70,73,536TOTAL 18,65,65,498 18,35,70,090

Balance Sheet as at 31st March, 2014

Significant Accounting PoliciesThe accompanying notes are an integral part of the financial statements

AS PER AUDIT REPORT OF OUR EVEN DATEFor O.P. Dad & Co.Chartered AccountantsFirm Reg. No. 002330CSd/-(O.P. Dad)PartnerM.No. 35373Place: JaipurDate:- 24/05/2014

For and on behalf of the Board NUTECH GLOBAL LIMITED Sd/- (RAJEEV MUKHIJA) Managing Director DIN: 00507367 Sd/- (SHYAM SUNDER MUKHIJA) Director DIN: 01552629 Sd/- (NEHA ANCHLIA) Company Secretary M.No. 33303

31


NOTES 31.03.2014 31.03.2013IncomeRevenue from operations 19 35,82,61,450 30,36,88,173Other Income 20 71,451 1,30,264

TOTAL REVENUE (i) 35,83,32,901 30,38,18,437

Expenses

Cost of materials consumed 21 10,25,91,404 10,58,45,719Purchase of Stock in trade 22 18,23,90,406 10,70,44,535(Increase)/Decrease in inventories 23 (1,45,15,656) 17,43,590Employee Benefit expenses 24 1,60,71,613 1,64,21,187Manufacturing expenses 25 4,05,28,732 3,68,44,032Finance Cost 26 1,10,09,548 1,30,56,342Depreciation/Amortisation expenses 64,12,570 75,14,164Other expenses 27 1,21,63,368 1,35,48,694

TOTAL EXPENSES (ii) 35,66,51,984 30,20,18,262

Profit before Tax (PBT) (i-ii) 16,80,917 18,00,175Tax expenses of continuing operaionsCurrent Tax 8,60,628 4,57,363MAT Credit Revert back/ (Recognised) - 1,80,435Provision for Deferred Tax 31 (5,00,873) (2,42,643)

Total Tax Expenses 3,59,755 3,95,155

Profit / (loss) for the period from continuing operations 13,21,162 14,05,021Profit / (loss) for the period from discontinuing operations. - -Profit / (loss) for the period (Profit After Tax ) 13,21,162 14,05,021Basic & Diluted Earning Per Share 30 0.41 0.44

Statement of Profit & Loss for the Year ended 31st March, 2014




32


Current Year Previous Year

(A) CASH FLOW STATEMENT FROM OPERATING ACTIVITIES 31.03.2014 31.03.2013Net Profit Before Tax 16,80,917 18,00,175Adjustments for :-Depreciation 64,12,570 75,14,164Interest Expenditure 1,10,09,548 1,30,56,342Loss / profit (+/-) on sale of Fixed Assets (44,554) (50,764)Prelminary Expenses W/off - -Adjustments for :-Inventories (1,28,91,983) (12,05,766)Sundry Debtors (16,18,633) (15,30,381)Loans and Advances (8,51,345) 11,31,516Current liabilities (1,828) (53,05,528)Less : Taxes Paid (Net of refund) (8,60,628) (6,37,798)Cash Generated from Operations (A) 28,34,065 1,47,71,960

(B) CASH FLOW FROM INVESTING ACTIVITIESPurchase of Fixed Assets (83,39,843) (21,30,696)Investment in Shares (40,000) -Increase in Capital W.I.P. 12,94,589 (18,35,123)Loans and Advances (in nature of advances againstpurcahses) received back - 2,00,00,000Sale of Fixed Assets 4,26,765 14,93,693Interest Received - -Prelminary addition - -Net Cash Used in Investing Activities (B) (66,58,489) 1,75,27,874

(C) CASH FLOW FROM FINANCING ACTIVITIESNet Proceeds from long term borrowing (53,02,671) (53,80,246)Increase in bank borrowing for Working Capital 73,74,810 (5,61,674)Increase /(Repayment) of Unsecured loan - -increase in share capital/application money 1,24,500 -Subsidy Received - -Interest Paid (1,10,09,548) (1,30,56,342)Net Cash From Financing Activities (C) (88,12,908) (1,89,98,262)

(D) Net Increase / Decrease in Cash & Cash Equivalent (A-B+C) (1,26,37,333) 1,33,01,572Closing Balance of Cash & Cash Equivalent 17,02,238 1,43,39,571Opening Balance of Cash & Cash Equivalent 1,43,39,571 10,37,999

(1,26,37,333) 1,33,01,572

CASH FLOW STATEMENT FOR THE YEAR ENDED 31st MARCH, 2014




NOTES FORMING PART OF BALANCE SHEET FOR THE YEAR ENDED ON 31.03.2014NOTE 1 - SHARE CAPITAL

31.03.2014 31.03.2013SHARE CAPITAL AUTHORISED 4,00,00,000 4,00,00,00040,00,000 Equity shares @ Rs. 10/- eachISSUED, SUBSCRIBED PAID UP32,03,700 Equity shares @ 10/- each 3,20,37,000 3,20,37,000fully paid in cashLess : Share Allotment Money Due - 1,24,500(Other than Directors)

3,20,37,000 3,19,12,500A. Reconciliation of the Shares Outstanding at the Beginningand at the end of the reporting periodEquity Shares 31.03.2014 31.03.2013At the beginning of the Period 32,03,700 32,03,700Add:- Issued during the Period - -Outstanding at the end of the period - -

32,03,700 32,03,700B. The Company has only one Class of Equity Shares having at par value of Rs. 10 per share. Each holderof equity shares is entitled to one vote per share.C. During the year ended 31 March 2014, the Company has not issued any shares.

D. Shareholders Holding More than 5% Shares in total Equity share capital

S.No. Name of the shareholder 31.03.2014 31.03.2013No. of % of No. of % of

Shares Shareholding Shares Shareholding1 Shyam Sunder Mukhija 6,10,100 19.04% 6,10,100 19.04%2 Nutech Refrectories P.Ltd. 3,63,600 11.35% 3,63,600 11.35%3 Ritu Mukhija 2,10,000 6.55% 2,10,000 6.55%4 Mayank Jagga 1,66,600 5.20% 1,66,600 5.20%5 Minal Mukhija 2,01,500 6.29% 2,01,500 6.29%6 Sanjeev Mukhija 1,82,000 5.68% 1,82,000 5.68%

33


NOTE 2 - RESERVE AND SURPLUS31.03.2014 31.03.2013

(a) Capital Subsidy 11,25,350 11,25,350(b) Share Premium 1,35,75,000 1,35,75,000(c) Revaluation reserve

Balance as per last financial statements 14,17,821 14,37,513Less : Amortization 19,692 19,692

(d) General Reserve A/c 7,34,134 7,34,134Closing Balance 1,68,32,613 1,68,52,305

(e) Profit & Loss AccountBalance as per last financial statements 1,78,09,480 1,64,04,459Profit for the year 13,21,162 14,05,021Net Surplus in the statement of Profit & Loss 1,91,30,642 1,78,09,480

Total Reserve and Surplus 3,59,63,255 3,46,61,785

34


NOTE 3 - LONG TERM BORROWINGS31.03.2014 31.03.2013

A) Secured Term Loans from Banks and FI's(a) Term Loan From SBBJ Bhilwara 1,13,03,000 1,60,58,000(b) From HDFC Bank Nissan Micra Car - 75,145(c) From HDFC Bank Car Loan (TOYOTA ETIOS) 3,13,855

Net Amount (A) 1,16,16,855 1,61,33,145

B) Unsecured LoansFrom Shareholders,directors & Relatives 30,00,000 30,00,000

Net Amount (B) 30,00,000 30,00,000

Total Amount (A + B) 1,46,16,855 1,91,33,145

C) Financial lease obligation, Equipement and vehicle loans are secured by hypothecation ofrespective assets.

D) Details of Term loans (Project & Corporate)Rs.in Lacs

S. Nature Name of Year of O/s Int. Rate Installments amount SecurityNo. of Loan Bank Sanction Amount (For O/s Amount)

1 Term First 8 Quarterly InstallemtLoan Rs. 10.45 lacs and(400 lacs) SBBJ 2004-05 6.30 12.75% last Installement of Rs.

6.30 Lacs

2 Term First 20 instalmentsLoan of 2.71 Lacs & Last(76 lacs) SBBJ 2009-10 35.35 12.75% Instalments of

Rs. 2.83 Lacs

3 Term First 27 instalmentsLoan of 5.54 Lacs & Last(155 lacs) SBBJ 2011-12 110.68 12.75% Instalments of

Rs. 5.42 Lacs

NOTE 4 - DEFERRED TAX LIABILITIES (NET) 31.03.2014 31.03.2013

Deferred Tax Liabilities (Net) 66,16,993 71,17,866(Detailed working as per Note no. 31)

NOTE 5 - Other Long Term Liabilities

Security Deposits from Agents & Deffered Creditors 22,81,618 31,70,930

22,81,618 31,70,930

NOTE 6 - Long Term Provisions

Gratuity reserve 15,85,450 14,82,519

15,85,450 14,82,519

Secured by Equitablemortagage over exist-ing and future factoryland, building and firstcahrges over all move-able assets includingplant & machinery andsecond charges overcurrest assets of theCompany. Further, per-sonally Guranteed bySh. Rajiv Mukhija,Smt. Shyam sunderMukhija and Smt.Rashika Mukhija

35


NOTE 7 - SHORT TERM BORROWINGS

31.03.2014 31.03.2013

(a) Working Capital Limits From SBBJ 6,77,79,616 6,04,04,355

(b) SLC Limit from SBBJ (451) -

6,77,79,165 6,04,04,355

C. Cash Credit Limits/ SLC are secured against by way of Hypothication of entire current assets along

with second charge on fixed assets of the Company. It is also secured by personal guarantee of the

directors of the company. The Cash Credit is Repayable on demand and carries interest @ 12.50% p.a.

NOTE 8 - TRADE PAYABLE

31.03.2014 31.03.2013

Sundry Creditors

For Raw Materials & Stock in Trade 1,02,82,280 68,05,722

For Others 52,29,759 66,65,388

1,55,12,039 1,34,71,110

*The balance outstanding with sundry creditors either debit or credit are subject to confirmation and recon-

ciliation

NOTE 9 - OTHER CURRENT LIABILITIES

Current maturities of long term borrowings & Hire Purchase Loans 42,01,479 76,89,652

Other liabilities

Advances from Customers 23,95,627 11,21,010

65,97,106 88,10,662

NOTE 10 - SHORT TERM PROVISIONS

31.03.2014 31.03.2013

Provision for TDS 4,66,462 5,02,732

Provision for Out standing Exp. 10,53,347 10,57,700

Provision for Bonus 1,77,346 1,89,437

Provision for Salary Wages 9,46,204 11,30,601

Provision for employee benefits /Leave Encashment 71,481 66,986

Provision for Service Tax 550 399

Provision for Income Tax 8,60,628 4,57,363

35,76,018 34,05,218

36


37


NOTE 12 - NON CURRENT INVESTMENTS31.03.2014 31.03.2013

Share Application Money 40,000 -

40,000 -

NOTE 13 - LONG TERM LOAN AND ADVANCESUnsecured Considered good 31.03.2014 31.03.2013Non CurrentA) Capital Advances - -B) Security Deposits (With Govt. Depts.) 16,90,190 13,78,582C) Other Loan and advances (Deposit for Office) 26,75,000 26,75,000

43,65,190 40,53,582The balance outstanding of loan and advances either debit or credit are subject to confirmation and

reconciliation

NOTE 14 - INVENTORIES(As taken, valued & certified by the management) 31.03.2014 31.03.2013a) Raw material (At cost) 2,45,21,637 2,65,83,212b) Semi-finished goods (At cost) 1,47,99,950 1,54,98,938c) Finished goods (At cost or market price whichever is less 3,83,18,310 2,31,03,666d) Stores & Spares (At Cost) 40,73,615 36,16,328e) Packing Material (At Cost) 2,76,337 2,74,967f) Oil and Lubricants 1,34,926 1,83,917g) Power & Fuel (At Cost) 57,758 29,522

8,21,82,533 6,92,90,550A. All the above inventories have been valued at Cost or Net realisable value whichever is lower.B. Finished Goods includes Stock in trade

NOTE 15 - TRADE RECEIVABLES31.03.2014 31.03.2013

Unsecured, Considered GoodA) Trade Receivables Outstanding for more than six months 10,49,058 10,32,655B) Trade Receivables (Others) 3,14,10,843 2,94,95,164C) Balance with Related Parties - 3,13,449

3,24,59,901 3,08,41,268*The balance outstanding with sundry debtors either debit or credit are subject to confirmation and reconcili-ation.

NOTE 16 - CASH AND CASH EQUIVALENTS31.03.2014 31.03.2013

(I) CASH AND CASH EQUIVALENTSA) Balances with Banks 9,01,458 1,35,59,897B) Cash on Hand 1,98,582 1,88,813

(II) OTHER BANK BALANCEA) F.D.R. 6,02,198 5,90,861

17,02,238 1,43,39,571

38


NOTE 17 - SHORT TERM LOAN AND ADVANCESUnsecured Considered good 31.03.2014 31.03.2013Advances To Vendors 4,26,058 1,87,836Others 7,96,133 6,42,013TDS Receivable 5,43,685 3,29,456Income Tax Refundable 1,99,883 4,03,253Vat Recoverable 13,969 -Advance Income Tax 1,00,000 -

20,79,727 15,62,558NOTE 18 - OTHER CURRENT ASSETSInterest Subsidy Receivable 7,81,399 7,54,455Prepaid Expenses 2,80,755 2,85,135

10,62,154 10,39,590NOTE 19 - REVENUE FROM OPERATIONS

31.03.2014 31.03.2013Sale of ProductsGrey Sales 10,33,61,117 3,71,05,115Fabric Sales 23,75,11,356 25,65,56,669Sale of ServicesJob Weaving Charges 1,73,88,977 1,00,26,389

Revenue from operations 35,82,61,450 30,36,88,173Rebates, claims and discount etc on sales are accounted for and being provided for as and when settledwith the parties as per consistent policy adopted by the Company every year.

NOTE 20 - OTHER INCOME31.03.2014 31.03.2013

Misc. Income 26,897 79,500Foreigh Exchange Difference - -Profit on Sale of Fixed Assets 44,554 50,764

71,451 1,30,264NOTE 21 - COST OF RAW MATERIALS CONSUMED

31.03.2014 31.03.2013Opening Stock 2,65,83,212 2,38,32,652Add: Purchases Less Returns 10,05,29,829 10,85,96,279

12,71,13,041 13,24,28,931Less: Closing Stock 2,45,21,637 2,65,83,212

10,25,91,404 10,58,45,719Rebates, claims and discount etc on Purchase are accounted for and being provided for as and when settledwith the parties as per consistent policy adopted by the Company every year.

NOTE 22 - PURCHASE OF STOCK IN TRADEFinish Fabric Purchase * 9,22,06,152 10,24,31,763Grey Fabric Purchased * 9,01,84,254 46,12,772

18,23,90,406 10,70,44,535* Stock in trade includes fabrics further processed, graded, packed and sold to cutomers.

39


NOTE 23 - CHANGES IN INVENTORIES OF FINISHED GOODS , WORK IN PROCESS31.03.2014 31.03.2013

Opening StockWork In Process 1,54,98,938 1,46,82,517Finished Goods 2,31,03,666 2,56,63,677

3,86,02,604 4,03,46,194Less : Closing Stock

Work In Process 1,47,99,950 1,54,98,938Finished Goods 3,83,18,310 2,31,03,666

5,31,18,260 3,86,02,604Increse/(Decrease) (1,45,15,656) 17,43,590

NOTE 24 - EMPLOYEE BENEFITS EXPENSES31.03.2014 31.03.2013

Salary, Wages & Allowances 1,49,24,593 1,51,51,519Staff & Labour Welfare Expenses 2,18,272 2,92,794Contribution to PF, ESI, Fund etc. 7,05,681 7,27,557Gratuity Fund 2,23,067 2,49,317

1,60,71,613 1,64,21,187* There is no expenditure incurred on employees who were in receipt of remuneration in the aggregate of notless than Rs. 24,00,000/- p.a. if employed through out the year and Rs. 2,00,000/- per month for a part of theyear.

## Detailed working for Employee benefit schemes is shown in note no. 34

NOTE 25 - MANUFACTURING EXPENSES31.03.2014 31.03.2013

Processing Charges 1,97,48,554 1,92,67,689Power & Fuel 1,15,23,563 1,12,16,522Other Manufacturing expenses 26,63,076 6,22,420Store & Spares Consumed 42,68,505 41,39,860Job Charges 8,86,478 3,23,589Repairs & Maintenance(i) Plant & Machinery 11,14,328 7,94,065(ii) Building - 2,86,971

Water Charges 85,670 94,931Design & Development 2,38,558 97,985

4,05,28,732 3,68,44,032NOTE 26 - FINANCE COSTS

31.03.2014 31.03.2013Interest On Term Loans & Corporate Loans 16,98,759 22,62,018Interest On Working Capital Loans 59,16,567 72,93,425Interest On Yarn Creditors 49,06,055 52,47,370Interest On Others 1,86,223 1,67,695Bank Commission & Charges 3,51,084 3,04,775

1,30,58,688 1,52,75,284

40


Less:Interest receivedOn Security & Other Deposits 2,36,221 1,18,224On Debtors 7,82,243 8,46,876On Others 10,30,676 12,53,842

20,49,140 22,18,942

1,10,09,548 1,30,56,342NOTE 27 - OTHER EXPENSES

31.03.2014 31.03.2013

A) ADMINISTRATIVE EXPENSESTravelling Expenses 7,90,120 11,21,732Telephone & Truncalls 2,97,830 2,76,988Insurance 2,91,559 3,01,978Postage & Telegram 1,56,644 1,26,532Printing & Stationery 1,86,608 1,97,744Vehicle Running & Maintnance (incl.local conveyance) 2,79,935 3,07,542Office Expenses 2,58,779 2,08,923Fee & Subscription 2,43,302 1,00,540Payment to Auditors 61,000 61,000Repairs & Maintance other 1,42,408 1,57,103Legal and Professional Expenses 2,36,603 1,94,486Office Rent 24,000 24,000Keyman Insurance 1,92,658 1,92,658Misc. Expenses 98,316 83,608ISO 9001-2008 8,534 28,018Audit Expenses 4,000 2,960Income Tax 27,283 -Sundary Balance W/Off - 57,018

(A) 32,99,579 34,42,830

B) SELLING & DISTRIBUTION EXPENSESDiscount 30,31,025 31,57,546Freight, Octroi & Cartage 3,48,888 3,42,265Packing & Forwarding Expenses 19,19,378 23,99,187Agency Commission 33,90,175 40,06,062Advertisement & Sales Promotion 1,74,323 2,00,804

(B) 88,63,789 1,01,05,864

(A + B) 1,21,63,368 1,35,48,694Details of Payment to AuditorPayment to AuditorsAs Auditors Audit Fee 50,000 50,000Tax Audit Fee 11,000 11,000

41


NOTE- 28 "NUTECH GLOBAL LIMITED" is a Public Company domiciled in India and incorporated under theprovision of the Companies Act, 1956. The Company is engaged in manufacturing of Fabrics and sellingfabrics.

NOTE - 29 CONTINGENT LIABILITIES

Contingent Liabilities not provided for: -

a. Bank guarantees given by company

for import under concessional rate of duty to Customs: Rs. 2,50,000/- (Rs. 2,50,000/-)

for EPCG License for Import of Capital Goods to Custom: Rs. 5,05,000/- (Rs. 5,05,000/-)

to bank against loan to third party Rs. 6,71,00,000/- (Rs. 6,71,00,000/-)

NOTE 30 - EARNING PER SHARE

As per accounting Standard -20"Earning per Share" issued by the Institute of Chartered Accountant of India,the particulars of EPS for equity Share holders are as below:

Particulars 31.03.2014 31.03.2013

Net Profit after taxes for equity shareholders 1321162 1405021

Number of Equity Shares outstanding 3203700 3203700

Weighted average number of Equity Shares outstanding 3203700 3203700

Basic Earning Per Share 0.41 0.44

Diluted Earning Per Share 0.41 0.44

NOTE 31 - TAXES ON INCOME

The break up of Deferred Tax Assets and Liabilities as on 31-3-2014 is as under: (Amount in Rs.)

S. No. PARTICULARS As on 31-3-2014

1. Deferred Tax liability on account of Timing Difference of depreciation 7401167

2 Deferred Tax Assets on account of disallowances as per Income Tax 784174

3. Deferred Tax Assets of carried forward losses -

Net Deferred Tax Liability accounted 6616993

NOTE 32 - MANAGERIAL REMUNERATION/ SALARY

Details of Remuneration paid to directors as under:-

PARTICULAR CURRENT YEAR PREVIOUS YEAR[Amount in Rs.] [Amount in Rs.]

Directors Remuneration/ Salary 16,37,666 14,91,600

NOTE 33- RELATED PARTY DISCLOSURE:

The company is having following related parties as defined under AS-18 issued by ICAI.

1. Related Party Disclosures

A. List of related parties with whom transactions have taken place and relationships:

Enterprises in which Directors are interested (Associates)

1. Trishul Textile Mills Private Limited2. Golden Seam Textiles Private Limited

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3. Shree Navchitra Properties Private Limited4. M/s Narain Das Shyam Sunder5. Navlok Exhibitors P. Ltd.6. Nutech Refractories Private Limited

Relative of Key Managerial Personnel (KMP)1. Sh. Sanjeev Mukhia2. Sh. S. S. Mukhija

Key Managerial Personnel (KMP)

1. Sh. Rajeev Mukhija - Managing Director2. Smt. Radhika Mukhija- Whole-time Director

B. Related Party Transactions

S. No. Nature of Transaction 2013-2014 2012-2013

- Sundry Creditors

1. Trishul Textiles Mills Private Limited 24,483 24,483

- Sundry Debtors

1 Golden Seam Textiles Private Limited 23,54,236 3,13,449

- Sales

1. Golden Seam Textiles Private Limited 32,00,034 11,72,796

2. Narain Das Shyam Sunder 7,559 5,192

-Security Deposit

1. Sh. Sanjeev Mukhija 26,75,000 26,75,000

-Advances/ Current Account transactions

1 M/s Narain Das Shyam Sunder

Opening Balance Nil Nil

Maximum Balance during the year 3,02,52,019 3,64,53,186

Closing Balance Nil Nil

Expenditures

1. Shree Navchitra Properties Private Limited 6,924 6,924

2. Sh. Sanjeev Mukhija 24,000 24,000

3. M/s Narain Das Shyam Sunder Nil 27,343

4 Sh. Rajeev Mukhija - MD- Remuneraton 14,56,466 13,10,400

5 Smt. Radhika Mukhija-WTD- Remuneration 1,81,200 1,81,200

NOTE 34 - EXPENDITURE IN FOREIGN CURRENCY (ACCRUAL BASIS)

Particulars Current Year Previous Year

Travelling & Conveyance / Interest/ Professional Fee Nil Nil

Total Nil Nil

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NOTE 35 - IMPORTED AND INDIGENEOUS RAW MATERIAL, COMPONENTS AND SPARE PARTS CONSUMED

% Total Value % Total ValueConsumption Consumption

Particulars Current Year Current Year Previous Year Previous Year

Raw Material

Imported % - % -

Indigenously obtained 100% 102591331 100% 105845719

Spare Parts

Imported 10.31% 349150 25.00% 848985

Indigenously obtained 89.69% 3038015 75.00% 2546956

NOTE 36- VALUE OF IMPORTS CACULATED ON CIF BASIS

Particulars Current Year Previous Year

Raw Material Nil Nil

Components and Spares Parts 349150 1564473

Capital Goods Nil Nil

Total 349150 1564473

NOTE 37 - RETIREMENT BENEFITS

(a) Company's contribution accruing during the year in respect of Provident Fund and Employee StateInsurance Scheme has been charged to Profit & Loss Account.

(b) Company's Textile Division was took the Leave Encashment policy in previous year from Life Insur-ance Corporation of India. The obligation for leave encashment is valued on actuarial made by the LifeInsurance Corporation of India under employee's scheme. Any shortfall or excess based on suchvaluation is accounted for.

(c) Liability in respect of employee's gratuity is valued on actuarial basis made by the Life InsuranceCorporation of India under employees' group gratuity scheme. Any shortfall or excess based on suchvaluation is accounted for.

The Disclosures with respect to Accounting Standard (AS -15) (Revised 2005) " Employee Benefits"are as under: -

A. Defined Contribution Plans

a. Employer's Contribution to Provident Fund

b. Employers Contribution to Employees' State Insurance

The Company has recognized the following amounts in Profit & Loss Account

Particulars Year Ended Year EndedMarch 31, 2014 March 31, 2013

Employer's contribution to Provident Fund 5,48,355 5,64,074

Employer's Contribution to Employees' State Insurance 1,57,326 1,63,483

B. Defined Benefit Plans

Gratuity (Non-Funded)

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Gratuity has been provided at actual (un-discounted) manner, based on the 15 days salary for every com-pleted year of service.

Amount Recognized in the Balance Sheet

Particulars Year ended Year endedMarch 31, 2014 March 31, 2013

Actual Value of Gratuity as at the beginning of the year 1482519 1233202

Gratuity provided during the year 223067 249317

Gratuity paid for the year 120136 Nil

Actual Value of Gratuity as at end of the year on 31.3.2014 1585450 1482519

C. Leave Encashment (Non- Funded)

Leave Encashment has been provided at actual (un-discounted) manner, based on the leave standing creditof the employee as at the Balance Sheet date.

Amount Recognized in the Balance Sheet

Particulars Year ended Year endedMarch 31, 2014 March 31, 2013

Actual Value of Leave Encashment as at the beginning of the year 66986 87119

Leave Encashment provided during the year 103604 92561

Leave Encashment paid for the year 99109 112694

Actual Value of Leave Encashment as at end of the year on 31.3.2014 71481 66986

NOTE 38 SEGMENT REPORTING

As the company's significant business activity falls within a single primary business segment viz. "manufac-turing of Fabrics", the disclosure requirement of accounting Standard-17 "Segment reporting", issued byInstitute of Chartered Accountants of India, is not applicable.

NOTE 39 - DUES TO MICRO, SMALL & MEDIUM ENTERPRISES

The Government of India has promulgated an act namely "The Micro, Small & Medium Enterprises Develop-ment Act 2006" which comes into force with effect from October,2 2006. As per The Act, the Company isrequired to identify the Micro & Small Enterprises & Pay them interest on over due beyond the specifiedperiod irrespective of the terms agreed with the enterprises. The Company has initiated the process ofidentification of such suppliers. In view of number of supplier & no receipt of critical inputs & response fromseveral such potential parties, the liability of interest cannot be reliable estimates nor can required disclo-sure be made. Accounting in this regard will be carried out after process is complete and reliable estimatecan be made. Since the Company is regular in making payments to all suppliers, the management does notanticipate any significant interest liability

NOTE 40 - PREVIOUS YEAR FIGURES

The figures for previous year have been re-grouped, re-arranged and re-classified wherever necessary tomake them comparable with the current year's figure.

NOTE 41 SIGNIFICANT ACCOUNTING POLICIES

1. BASIS OF PREPARATION OF FINANCIAL STATEMENTS

a) The financial statements have been prepared under the Historical Cost Concept.

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b) The company generally follows mercantile system of accounting and recognizes significant items ofincome and expenditure on accrual basis. The claims, rate difference, discounts and interest onDebtors & Creditors are unascertainable and accounted for as and when settled.

2. FIXED ASSETS AND DEPRECIATION

a) Fixed Assets are stated at cost (including addition in value due to revaluation) less accumulateddepreciation and impairments.

b) Depreciation on Fixed Assets is provided on straight-line method at the rate and in manner pre-scribed in Schedule XIV to the Companies Act, 1956 on pro-rata basis. Depreciation on increase invalue of fixed assets due to revaluation is charged to Revaluation Reserve Account.

3. IMPAIRMENT OF ASSETS

As at each balance sheet date, the carrying amount of assets is tested for impairment so as to determine

a. the provision for impairment loss, if any, required orb. the reversal, if any, required for impairment loss recognized in previous periods.

Impairment loss is recognized when the carrying amount of an asset exceed its recoverable amount.

Recoverable amount is determined

a. in the case of an individual asset, at the higher of net selling price and the value in use.

b. in the case of cash generating unit (a group of assets that generates identified independent cashflows), at higher of the cash generating unit's selling price and the value in use.

Value in use is determined as the present value of estimated future cash flow from the continuinguse of assets and from its disposal at the end of its useful life.

4. INVENTORIES

Inventories of Raw Material, Semi Finished Goods and Finished Goods are stated at cost or net realizablevalue whichever is lower. Stores and Spares, packing Material are stated at cost. Cost comprises of cost ofpurchase, cost of conversion and other cost incurred in bringing the inventories to their present location andcondition. Cost formulae used are 'First-in-First-out', 'Weighted Average cost' or 'specific identification', asapplicable.

5. EMPLOYEE'S BENEFITS

Short term and long term employee's benefit including Gratuity and Leave Encashment are recognized as anexpense at the un-discounted amount in the profit and loss account of the year in which related service isrendered. .

6. MISCELLANEOUS EXPENDITURE

Public Issue Expenses are amortized over a period of 10 years.

7. TAXATION

Income tax comprises current tax and deferred tax charge or credit. The deferred tax asset and deferred taxliability is calculated by applying tax rate and tax laws that have been enacted or substantially enacted by thebalance sheet date. Deferred tax assets are recognized if there is a reasonable certainty of realization.

8. FOREIGN CURRENCY TRANSACTIONS

Transactions denominated in foreign currencies are recorded at the exchange rate prevailing at the time oftransaction. Monetary items denominated in foreign currencies remaining unsettled at the end of the year aretranslated at year-end rate. Exchange differences arising on the settlement of monetary items or on restate-

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For and on behalf of the BoardNUTECH GLOBAL LIMITED

Sd/-(RAJEEV MUKHIJA)Managing DirectorDIN: 00507367

Sd/(SHYAM SUNDER MUKHIJA)DirectorDIN: 01552629

Sd/-(NEHA ANCHLIA)Company SecretaryM.No. 33303

AS PER OUR AUDIT REPORT OF EVEN DATEFor O.P. Dad & Co.Chartered AccountantsFirm Reg. No. 002330C

Sd/-(O.P. Dad)PartnerM.No. 35373

Place: JAIPURDate: 24.05.2014

ment of monetary items at rates different from those at which they were initially recorded during the year, orreported in previous financial statements, are recognized as income or as expenses in the year in which theyarise.

9. BORROWING COST

Borrowing costs that are directly attributable to the acquisition/ construction of fixed assets, till the time suchassets are ready for intended use, are capitalized as part of the cost of the assets. Other borrowing costs arerecognized as an expense in the year in which they are incurred.

10. PROVISIONS, CONTINGENT LIABILITIES AND CONTINGENT ASSETS

Provisions are recognized for liabilities that can be measured only by using a substantial degree of estima-tion, if

" the Company has a present obligation as a result of past event,

" a probable outflow of resources is expected to settle the obligation and

" the amount of the obligation can be reliably estimated

Contingent Liability is disclosed in case of

a. a present obligation arising from a past event, when it is not probable that an outflow of resources willbe required to settle the obligation

b. a possible obligation, unless the probability of outflow of resources is remote.

Contingent Assets are neither recognized, nor disclosed.

Provisions, Contingent Liabilities and Contingent Assets are reviewed at each Balance Sheet Date.

30th Annual Report - Bombay Stock Exchange · 7. Brief resume of directors seeking appointment/...

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