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A Oneindia Venture

Nifty 25,966.40 +0.58%

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Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Sensex 84,929.36 +0.53%

Nifty 25,966.40 +0.58%

22k Gold ₹ 12,300 /gm

Directors Report of Newtime Infrastructure Ltd.

Mar 31, 2024

Your Directors are pleased to present the 40th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2024.

FINANCIAL RESULTS

(Rs. in Lakhs)
S.	Particulars	Standalone		Consolidated
No.		31^st March, 2024	31^st March, 2023	31^st March, 2024	31^st March, 2023
1.	Revenue from Operations	755.00	339.00	741.94	339.00
2.	Other Income	69.18	0.19	88.51	0.19
3.	Total Revenue	824.24	339.19	830.45	339.19
4.	Total Expense	626.26	503.72	719.70	545.02
5.	Profit/(Loss) before Exceptional Items & Tax	197.98	(164.54)	110.75	(205.83)
6.	Exceptional items	-	8.26	632.21	8.26
7.	Profit / (Loss)before Tax	197.98	(156.27)	742.96	(197. 56)
8.	Less: Current Tax	-	-	6.45	-
9.	Deferred Tax Liability	-	-	0.15	-
10.	(Excess)/Short Provision	-	-	-	-
11.	Profit after Tax	198.98	(156.27)	736.36	(197. 56)
12.	Share of Profit/(Loss) in associate and joint venture (net)			57.10	(170.57)
13.	Other Comprehensive Income (net of tax)	0.88	1.22	0.88	1.22
14.	Total Comprehensive Income	198.96	(155.05)	794.34	(366.90)
15.	Paid up Equity Share Capital (Face Value of Rs. 1/- each)	1749.46	1703.46	1749.46	1703.46
16.	Earnings per share	0.06	(0.09)	0.14	(0.07)

REVIEW OF OPERATIONS â¢ Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2024 of Rs. 824.24 Lakhs and has earned income in the previous year ended 31.03.2023 of Rs.339.19 Lakhs. Profit after tax for the year ended 31.03.2024 stood at Rs. 198.98 Lakhs as compared to loss after tax of Rs.156.27 for the year 31.03.2023.

â¢ Consolidated

During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2024 of Rs. 830.45 Lakhs and has earned income in the previous year ended 31.03.2023 of Rs.339.19 Lakhs. Profit after tax for the year ended 31.03.2024 stood at Rs. 736.36 Lakhs as compared to loss after tax of Rs.197.56 for the year 31.03.2023.

III. DEMATERIALISATION AND LISTING

The Equity Share Capital of the Company are admitted to the Depository System of National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March 2024, 157844880 Equity Shares representing 92.661% of the equity share capital of the company are in dematerialized form. The Equity shares of the company are compulsorily traded in dematerialization form as mandated by the SEBI. The International Securities Identification Number (ISIN) allotted to the company with respect to its Equity shares is INE997D01021.

The Equity shares of the company are listed on BSE LIMITED.

IV. RECONCILATION OF SHARES CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share capital audit was carried out on quarterly basis for the quarter ended June 30^th 2023, September 30^th 2023, December 31^st 2023 and March 31^st 2024 by a Company Secretary in practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in physical form with respect to admitted, issued and paid up capital of the company.

V. CHANGE IN REGISTERED OFFICE

During the financial year under review, company shift its registered office from âLotus Green City Sector 23 & 24, Bhiwadi Alwar Bypass 75 MTR. Road Dharuhera Rewari HR 123401â to Begampur Khatola, Khandsa, Near Krishna Maruti, Gurgaon, Basai Road, Gurugram, Haryana, 122001 with effect from 01^stOctober 2023.

VI. CHANGE IN THE NATURE OF BUSINESS

As required to be reported pursuant to Section 134(3)(q) read with Rule 8(5) (ii) of Companies (Accounts) Rules, 2014, there is no change in the nature of business carried on by the Company during the financial year 2023-24.

VII. DIVIDEND AND RESERVES

During the financial year under review, the Board has not recommended any dividend and does not propose to transfer any amount to general reserve and has decided to retain the entire amount of profit for FY 202324 in the profit and loss account.

VIII. SHARE CAPITAL OF THE COMPANY

A. During The Financial Year:

During the year under review, the shareholders of the Company at their Extra Ordinary General Meeting held on 21^st December, 2023 approved the following changes in the capital structure of the Company:

(a) Increase in Authorized Share Capital of the Company

FROM existing ¹ 24,00,00,000/- (Rupees Twenty Four Crore) comprising of 18,00,00,000 (Eighteen Crore) equity shares of 1 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of 1 10/-(Rupees Ten) Each

TO Rs. 25,20,00,000/-(Rupees Twenty Five Crore Twenty Lakhs) divided into 19,20,00,000 (Nineteen Crore and Twenty Lakhs) equity shares of 1 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of 1 10/- (Rupees Ten) Each.

(b) Issue of Convertible Equity Warrants to certain identified Non-Promoters Individuals/Entities on preferential basis

1,82,00,000 (One Crore Eighty Two Lakhs) Convertible Warrants were issued to certain non-promoter individuals/entities on a preferential basis at an issue price of ¹ 21.78 (Rupees Twenty One and Seventy Eight Paise) each, aggregating to 1 39,63,96,000/- (Thirty Nine Crore Sixty Three Lakhs Ninety Six Thousands).

Each warrant is convertible into one equity share. The Company received 25% of Convertible Warrants subscription amount of 1 9,90,99,000/- (Nine Crore Ninety Lakhs ninety Nine Thousands), as application money for all warrants.

Furthermore, the Company received the remaining 75% of Convertible Warrants subscription amount of i 7,51,41,000/- (Seven Crore Fifty One Lakhs Forty One Thousands) for 46,00,000 (Forty Six Lakhs) Convertible Warrants and issued 46,00,000 (Forty Six Lakhs) equity shares against those warrants.

Pcstlhe above adblmentf secuitias, tbe Pail-up Share Capfeloflbe Company as cn 3Tâ March, 2024 stood at i 23,43,96,000/- (Rupees Twenty Three Crore Forty Three Lakhs Ninety Six Thousands) comprising of 17,49,46,000 (Seventeen Crore Forty Nine Lakhs Forty Six Thousands) equity shares of i 1/- (Rupee One) each and 20,00,000 (Twenty Lakhs) 1% Non-Cumulative Redeemable Preference Shares of i 10/-(Rupees Ten) Each and 39,45,000 (Thirty Nine Lakhs Forty Five Thousands) 10% Non-Cumulative Redeemable Preference Shares of i 10/- (Rupees Ten) Each.

During the year under review, your company has not made any buy back of shares, nor issued any sweat equity shares or ESOP.

B. Post the closure of year under review:

Post the closure of the year under review, the shareholders of the Company at their Extra Ordinary General Meeting held on 08^th May, 2024 approved the following changes in the capital structure of the Company:

(a) Increase in Authorized Share Capital of the Company

FROM i 25,20,00,000/-(Rupees Twenty Five Crore Twenty Lakhs) divided into 19,20,00,000 (Nineteen Crore and Twenty Lakhs) equity shares of i 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of i 10/- (Rupees Ten) Each.

TO i 63,20,00,000/- (Rupees Sixty Three Crore Twenty Lakhs) divided into 57,20,00,000 (Fifty Seven Crore Twenty Lakhs) equity shares of i 1/-(Rupee One) Each and 60,00,000 (Sixty Lakhs) Preference Shares of i 10/- (Rupees Ten) Each.

(b) Issue of Bonus Shares

Your company has issued and allotted 34,98,92,000 (Thirty Four Crore Ninety Eight Lakhs Ninety Two Thousands) bonus shares of i 1 each in the proportion 2:1 i.e. 2 (Two) new fully paid-up equity share of i 1/- (Rupee One Only) each for every 1 (One) fully paid-up Equity Shares of i 1/- (Rupee one only) to the Members holding Equity Shares of the Company as on the record date i.e. 23^rd May 2024.

Post the above allotment of securities, the Paid-up Share Capital of the Company as on date of this report stands increased to i 58,42,88,000/-(Rupees Fifty Eight Crore Forty Two Lakhs Eighty Eight Thousands) divided into 52,48,38,000 (Fifty Two Crore and Forty Eight Lakhs Thirty Eight Thousands) equity shares of i 1/-(Rupee One) Each and 20,00,000 (Twenty Lakhs) 1% Non-Cumulative Redeemable Preference Shares of i 10/- (Rupees Ten) Each and 39,45,000 (Thirty Nine Lakhs Forty Five Thousands) 10% Non-Cumulative Redeemable Preference Shares of i 10/- (Rupees Ten) Each.

IX. FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the company for the FY 2023-24 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).

The Audited Financial Statements along with Auditor Report for the FY 2023-24 into consideration have been annexed to the Annual report and also made available on the website of the company which can be accessed at www.newtimeinfra.in

X. CONSOLIDATED FINANCIAL STATEMENTS

Pursuant to the provisions of Section 129 of the Companies Act, 2013 and the Companies (Accounts) Rules, 2014, the consolidated financial statements of the Company and its subsidiaries have been prepared in the same form and manner as mandated by Schedule III of the Companies Act, 2013 and shall be laid before the forthcoming Annual General Meeting (AGM) of the Company.

The consolidated financial statements of the Company have also been prepared in accordance with relevant accounting standards issued by the Ministry of Corporate Affairs forming part of this Annual Report. In accordance with Section 136 of the Companies Act, 2013, the audited financial statements, including the consolidated financial statements and related information of the Company and audited accounts of each of its subsidiaries are available on the Companyâs website at www.newtimeinfra.in.

XI. PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

XII. DIRECTORS/KMP

(A) DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Board of Directors of the Company was duly constituted.

The following is the constitution of the Board of Directors and Key Managerial Personnel as on the date 31^st March 2024:

S.NO.	NAME OF DIRECTORS/KMP	DIN	DESIGNTAION
1	Mr. Raj Singh Poonia	09615705	Chairman (Executive Director) and Chief Financial Officer
2	Ms. Rajiv Kapur Kanika Kapur	07154667	Non-Executive - Independent Director
3	Mr. Vipul Gupta	09064133	Non-Executive - Independent Director
4	Mrs. Manisha Goel	09725308	Non-Executive - Non Independent Director
5	Mr. Sanjay Sharma	09534294	Non-Executive - Independent Director
6	Mr. Sri Kant	06951400	Non-Executive - Independent Director

During the period under review, the following changes occurred in the Position of Directors/KMPâs of the Company.

S.No.	NAME OF DIRECTORS/KMP	DESIGNATION	CHANGE
1.	Ms. Annu (M. No. A72060)	Company Secretary & Compliance Officer	- Appointed, as Company Secretary & Compliance Officer of the Company with effect from 18th September, 2023-
2.	Mr. Sri Kant (06951400)	Non-Executive & Independent Director	- Appointed as Additional Director (NonExecutive & Independent) with effect from 20^th July 2023. Further, Shareholders, at their annual general meeting held on 30th September 2023 regularize his

			appointment as Independent Director.	Non-Executive
3.	Mr. Sanjay Sharma (09534294)	Non-Executive & Independent	- Appointed as Additional Director (NonExecutive & Independent) with effect from 20^th July 2023. Further, Shareholders, at their annual general meeting held on 30th September 2023 regularize his appointment as Non-Executive Independent Director.

After the closure of financial year, the following changes occurred in the Position of Directors/KMPâs of the Company

S.No.	NAME	DESIGNATION	CHANGE
1.	Mr. Raj Singh Poonia (09615705)	Chief Financial Officer	- Resigned from the post of Chief Financial Officer & Managing Director of the Company w.e.f. 14th August, 2024.
2.	Mr. Vipul Gupta (09064133)	Non- Executive Independent Director	- Resigned from the post of Non-Executive Independent Director as w.e.f- 25^th June, 2024.
3.	Mr. Manoj Kumar (08332775)	Non- Executive Independent Director	- Appointed as Non- Executive Independent Director w.e.f. 11^th April 2024.
4.	Ms. Annu (M. No. A72060)	Company Secretary & Compliance Officer	- Resigned, as a Company Secretary & Compliance Officer of the company with effect from 27^th April 2024.
5.	Mr. Sri Kant (06951400)	Non-Executive & Independent Director	- Resigned from the post of Non-Executive Independent Director with effect from 11^thApril 2024.

Mrs. Manisha Goel, Non-Executive - Non Independent Director retires by rotation and being eligible, offers herself for re-appointment. A resolution seeking shareholdersâ approval for her re-appointment forms part of the 40th AGM Notice.

(B) WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Mrs. Rajiv

Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.

(C) DECLARATION BY INDEPENDENT DIRECTORS

Pursuant to the provisions of Section 149 of the Act, the independent directors have submitted declarations that each of them meets the criteria of independence as provided in Section 149(6) of the Act along with Rules framed thereunder and Regulation 16(1)(b) of the Securities and Exchange Board of India(Listing Obligations and Disclosure Requirements) Regulations, 2015 (âSEBI Listing Regulationsâ). There has been no change in the circumstances affecting their status as independent directors of the Company. In terms of Regulation 25(8) of SEBI Listing Regulations, they have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties.

During the year under review, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company, other than sitting fees, commission and reimbursement of expenses incurred by them for the purpose of attending meetings of the Board/Committee of the Company.

XIII. BOARD EVALUATION

The Board of Directors has carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and SEBI Listing Regulations. The performance of the board was evaluated by the board after seeking inputs from all the directors on the basis of criteria such as the board composition and structure, effectiveness of board processes, information and functioning, etc.

The performance of the Committees was evaluated by the Board after seeking inputs from the committee members on the basis of criteria such as the composition of Committees, effectiveness of committee meetings, etc.

In a separate meeting of independent directors, performance of non-independent directors, the board as a whole and the Chairman of the Company was evaluated, taking into account the views of executive directors and non-executive directors.

The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and Committee meetings like preparedness on the issues to be discussed, meaningful and constructive contribution and inputs in meetings, etc.

In the Board meeting that followed the meeting of the independent directors, the performance of the board, its committees, and individual directors was also discussed. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.

The members concluded that the Board was operating in an effective and constructive manner.

XIV. MEETINGS OF THE BOARD

The Board meets at regular intervals to discuss and decide on Company / business policy and strategy apart from other Board business. A tentative annual calendar of the Board and Committee Meetings is informed to the Directors in advance to facilitate them to plan their schedule and to ensure meaningful participation in the meetings.

The notice of meeting of Directors and Committees is given well in advance to all the Directors of the Company. The agenda of the Board / Committee meetings is circulated not less than 7 days prior to the date of the meeting. The agenda for the Board and Committee meetings includes detailed notes on the items to be discussed at the meeting to enable the Directors to take an informed decision.

The details of the number of Board and Committee meetings of your Company held during the financial year, indicating the number of meetings attended by each Director is set out in the Corporate Governance Report, which forms part of this Annual Report.

The details of composition of Board of Directors and its Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.

The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

XV. SEPARATE MEETING OF INDEPENDENT DIRECTORS

Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

All the Independent Directors of the Company as on 31.03.2024 have registered themselves in the data bank of Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The details of Independent Directorâs meeting have been included in the Corporate Governance Report forming part of Annual Report.

As per the provisions of the Act, Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Companyâs Affairs and put forth their views.

During the year under review, one meeting of the Independent Directors was held on 13^th February, 2024 where all the independent directors were present.

XVI. COMMITTEES OF THE BOARD & THEIR MEETINGS

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations:-

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholdersâ Relationship Committee;

The Audit committee met Six (6) times during the FY 2023-24, Nomination and Remuneration Committee met three (3) times during FY 2023-24 and Stakeholder Relationship Committee met once during the FY 2023-24.

The details of composition of Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report.

XVII. RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, Mrs. Manisha Goel (DIN: 09725308), NonExecutive Non Independent Director of the Company is retiring by rotation from the position of Director, at the ensuing Annual General Meeting and is eligible for reappointment.

XVIII. AUDITORS AND THEIR REPORTS

As per auditorsâ report, no fraud u/s 143 (12) reported by the auditor.

(A) STATUTORY AUDITORS:

Pursuant to the provisions of Section 139(8)(i) and other applicable provisions, if any, of the Companies Act, 2013, read with the Companies (Audit and Auditors) Rules, 2014, M/s. Chatterjee & Chatterjee, Chartered Accountants, (FRN: 001109C) were appointed to hold such office for a period of five years till the conclusion of the 43rd Annual General Meeting.

The Statutory Auditorsâ Report on the Standalone Financial Statements of the Company for the financial year ended March 31,2024 forms part of this Annual report and the observations of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any further comments. The Audit report for the FY 2023-24 does not contain any qualification or adverse remarks.

During the year, the Statutory Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

Further following remarks has be added by Statutory Auditors as an Emphasis of matter;-

1. Trade payables, trade receivables and other loans and advances given or taken are subject to reconciliation and confirmation.

2. We draw attention to the matter reported in the audit report dated May 29, 2024 issued by the

other auditor on the standalone financial statement of Pluto Biz Developers Private Limited, a subsidiary which describes that its other financial assets and other financial liabilities are subject to reconciliation and confirmation.

3. We draw attention to the matter reported in the audit report dated May 29, 2024 issued by the

other auditor on the standalone financial statement of Wintage Infra Height Private Limited, a subsidiary which describes that its non-current assets, other financial assets and other current financial liabilities are subject to reconciliation and confirmation.

4. We draw attention to the matter reported in the audit report dated May 29, 2024 issued by the

other auditor on the standalone financial statement of Kashish Projects Private Limited, a fellow subsidiary which describes that its other current assets and financial liabilities are subject to reconciliation and confirmation.

(B) INTERNAL AUDITORS:

Pursuant to the provisions of Section 138 of the Companies Act, 2013, read with the rules made there under, the Board of Directors had appointed M/s V K P & Associates, Practicing Chartered Accountants (FRN: 013529N) to undertake the Internal Audit of the Company for the Financial Year ended on March 31, 2024.

Pursuant to the provisions of Section 204 of the Companies Act, 2013 and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the Company has appointed M/s S. Khurana & Associates, Company Secretaries, to conduct Secretarial Audit for the Financial Year 2023-24.

Secretarial Audit Report issued by the M/s. S. Khurana & Associates, Company Secretaries, in Form MR-3 along with Secretarial Audit Report are annexed herewith as Annexure I and forms an integral part of this Report.

During the year, the Secretarial Auditors had not reported any matter under Section 143(12) of the Companies Act, 2013. Therefore, no detail is required to be disclosed under Section 134(3) (ca) of the Companies Act, 2013.

The said report contain following observations on which management comments are as under:

1. It has been observed that there is a delay in intimating and filing of intimations and financial results to Stock Exchange pursuant to regulation 33(3) of SEBI (LODR) Regulations, 2015

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

2. The Annual Secretarial Compliance Report pursuant to regulation 24A of SEBI (LODR), 2015 was filed

delayed.

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

3. There was delayed appointment of Whole-time Company Secretary Company pursuant to Section 203 read with Regulation 6(1) of SEBI (LODR), 2015. Appointment was made on September 18, 2023.

MANAGEMENT COMMENTS:-

The Company was in the process of identifying or hiring suitable person for the vacant position which took time more than expected. However, the Company assures that all future compliances will be completed on schedule.

4. The Company had convened the Annual General Meeting for the Financial Year 2019-20 on April 09, 2021 which was beyond the due date as prescribed. However, as informed by the management, compounding of the said default is still under process and has not yet started.

MANAGEMENT COMMENTS:-

The compounding of the said default is under processing and the Company is working upon the same. Secretarial Compliance Report

Pursuant to the provisions of Regulation 24A of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, M/s S. Khurana and Associates, Company Secretaries in practice has given the Secretarial Compliance Report of the Company for the financial year 2023-24.

There are some observations reported by Mr. Sachin Khurana in the report regarding the delay submissions of few intimations.

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

XIX. COMPLIANCE OF THE SECRETARIAL STANDARDS

The Board confirms that, during the period under review, the Company has complied with the applicable Secretarial Standards issued by the Institute of Company Secretaries of India (ICSI) as amended from time to time.

XX. COST AUDIT AND COST REPORT

During the period under review, provision regarding the appointment of Cost Auditor & maintaining the Cost Records pursuant to the provision of Section 148 of the Companies Act, 2013 read with Companies (Audit & Auditors) Rules, 2014, is not applicable.

XXI. MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulationsâ) and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

XXII. INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review, Company is not required to transfer any Amount or Share to the Investor Equation and Protection fund.

XXIII. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

The company has in place Internal Financial Control system, commensurate with size & complexity of its operations to ensure proper recording of financial and operational information & compliance of various internal controls & other regulatory &statutory compliances. During the year under review, no material or serious observation has been received from the Internal Auditors of the Company for inefficiency or inadequacy of such controls.

Internal Auditorsâ comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company.

The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the

Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

XXIV. DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directorsâ Responsibility Statement, it is hereby confirmed that:-

(a) that in the preparation of the Annual Financial Statements for the year ended 31st March, 2024, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

(b) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

(c) that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

(d) the Annual Financial Statements have been prepared on a going concern basis;

(e) that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

(f) that the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

XXV. PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

During the year under review, no employee was in receipt of remuneration exceeding the limits as prescribed under provisions of Section 197 of the Companies Act, 2013 and Rule 5(2) of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014.

The necessary disclosure with respect to the Remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-II to this Report.

XXVI. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

a. Steps taken or impact on conservation of energy - The Operations of the Company do not consume energy intensively. However, Company continues to implement prudent practices for saving electricity and other energy resources in day-to-day activities.

b. Steps taken by the Company for utilizing alternate sources of energy - Though the activities undertaken by the Company are not energy intensive, the Company shall explore alternative sources of energy, as and when the necessity arises.

B. Technology Absorption

a. The efforts made towards technology absorption - The Company continues to take prudential measures in respect of technology absorption, adaptation and take innovative steps to use the scarce resources effectively.

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)
Particulars	Year ended	Year ended
	31st March, 2024	31st March, 2023
Foreign exchange earning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

XXVII. CORPORATE GOVERNANCE REPORT

As stipulated under Schedule V of SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015, the report on Management Discussion and Analysis, the report on Corporate Governance and requisite Certificate from the Secretarial Auditor i.e- M/s S. KHURANA & ASSOCIATES, COMPANY SECRETARIES, of the Company confirming Compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

The corporate governance Report for the Financial Year 2024 is forming the part of this Annual Report.

XXVIII. DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand crores or more or a net profit of rupees five crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

XXIX. ACQUISITION MADE BY COMPANY

During the year under review, the Company had acquired a land measuring 19.60 acre (approx.) situated at "Village - Mitraon, Tehsil - Najafgarh, Distt.- South West, New Delhi - 110043" from Aryahi Buildwell Private Limited for expanding its real estate activities.

XXX. INVESTMENTS IN SUBSIDIARIES

During the year under review, the Company subscribed to the Equity Share Capital of the following companies:

(Rs. in Lakhs)
Name of Company	Date of Acquisition	% of Holding	Amount of capital infused
Aertha Luxury Homes Private Limited	16^th February 2024	97.50%	19.50
Mverx Technologies Private Limited*	14^th March 2024	100%	110
Neoville Developers Private Limited	14^th March 2024	100%	48.68
Atara Developers Private Limited*	14^th March 2024	100%	Subsidiary of Mverx Technologies Pvt. Ltd.
Kashish Project Private Limited	16^th February 2024	100%	278.79

*Atara Developers Private Limited was a subsidiary of Mverx Technologies Private Limited. During the year, Mverx Technologies P(Ltd) is acquired by your company for combined consideration of Rs. 110 lakhs resulting Atara Developers P(Ltd) being Step down subsidiary of Newtime Infrastructure Limited.

XXXI. SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

The Company has following subsidiaries as on 31^st March 2024:

Name of Company	Status	% of Holding	Applicable Section
Aertha Luxury Homes Private Limited	Subsidiary	97.50%	2(87)
Mverx Technologies Private Limited	Subsidiary	100%	2(87)
Neoville Developers Private Limited	Step down Subsidiary	100%	2(87)
Atara Developers Private Limited	Step down Subsidiary	100%	2(87)
Kashish Project Private Limited	Step down Subsidiary	100%	2(87)
Satelite Forgings Private Limited	Associate Company	37.86%	2(6)

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the Financial Statements of the Companyâs subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed as Annexure-III to the financial statements and forms part of this Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its Audited Standalone and the Consolidated Financial Statements has been placed on the website of the Company.

Subsidiaries which are ceased:

1. Vincent Infraprojects Private Limited is ceased to be subsidiary with effect from 29.03.2024.

2. Archon Estates Private Limited is ceased to be subsidiary with effect from 29.03.2024.

XXXII. RELATED PARTY TRANSACTIONS

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an armâs length basis. During the year, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Companyâs Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure IV to this Report.

The Related Party Transaction Policy is available on the Companyâs website under the web link www.newtimeinfra.in

XXXIII. PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Audited Financial Statements.

XXXIV. EXTRACT OF ANNUAL RETURN

The Annual Return as required under Section 92 and Section 134 of the Companies Act, 2013 read with Rule 12 of the Companies (Management and Administration) Rules, 2014 is available on the Companyâs website at www.newtimeinfra.in

XXXV. HUMAN RESOURCE MANAGEMENT

At NIL, we believe that employees are the strong pillars which lay the foundation of our success. To ensure a strong foundation, we select, hire and develop the right talent which is aligned to Companyâs values,

mission and vision and will lead us on a path to success. A skilled workforce delivers more effectively, leading their own growth as well as the growth of the organisation. We provide trainings to our employees such as induction training, on-the-job training, skill-upgradation and behavioural trainings. We have various employee engagement activities to ensure that the employees feel engaged at work and to strengthen the mental and emotional connect that they feel towards their work, work environment and organisation. Our human resourcesâ focus is on hiring the best talent, improving efficiencies with optimized cost. We continue to hire people with the right competencies to ensure efficient, timely and high quality execution of our projects.

XXXVI. VIGIL MECHANISM / WHISTLE BLOWER POLICY

In accordance with Section 177 of the Act and Regulation 22 of the Listing Regulations, the Company has formulated a vigil mechanism to address the genuine concerns, if any, of the Directors and employees. The vigil mechanism is overseen by the Audit Committee and every person has direct access to the Chairperson of the Audit Committee. The details of the same have been stated in the Report on Corporate Governance and the policy can also be accessed on the Companyâs website at the link: www.newtimeinfra.in

XXXVII. RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entityâs objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Companyâs enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Companyâs internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Companyâs risk management policies and systems.

XXXVIII. GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and take suitable measures for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention of women and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

During the financial year under review, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As required under the Sexual Harassment of women at Workplace (Prohibition, Prevention and Redressal) Act, 2013, the Company has policy on prevention of Sexual harassment of women at workplace and matters connected therewith.

XXXIX. ACKNOWLEDGEMENT AND APPRECIATION

The Board of Directors wishes to express its gratitude and record its sincere appreciation for the commitment and dedicated efforts put in by all the employees. Your Directors take this opportunity to express their grateful appreciation for the encouragement, cooperation and support received by the Company from the local authorities, bankers, clients, suppliers and business associates.

Your Directors also wish to place on record their deep sense of appreciation for the committed services of the Executives, staff and workers of the Company at all levels and are thankful to the esteemed shareholders for their continued support and the confidence reposed in the Company and its management.

Mar 31, 2023

FINANCIAL RESULTS

The Directors are pleased to present the 39th Annual Report on the business and operations of the Company together with the Audited Financial Statements for the Financial Year ended 31st March, 2023.

(Rs. in Lakhs)
S.	Particulars	Standalone		Consolidated
No.		31^st March, 2023	31^st March, 2022	31^st March, 2023	31^st March, 2022
1.	Revenue from operations	339.00	_-	339.00	_-
2.	Other Income	0.19	-	0.19	-
3.	Total Revenue	339.19	-	339.19	-
4.	Total Expense	503.72	464.73	545.02	502.68
5.	Profit/(Loss) before Exceptional Items & Tax	(164.54)	(464.73)	(205.83)	(502.68)
6.	Exceptional items	8.26	(2176.91)	8.26	(2176.91)
7.	Profit / (Loss)before Tax	(156.27)	(2641.64)	(197.56)	(2679.59)
8.	Less: Current Tax	-	-	-	-
9.	Deferred Tax Liability	-	-	-	-
10	(Excess)/Short Provision	-	-	-	-
11.	Profit after Tax	(156.27)	(2641.64)	(197.56)	(2679.59)
1 2.	Share of Profit/(Loss) in associate and joint venture (net)			(170.57)	(102.84)
13.	Other Comprehensive Income (net of tax)	1.22	1.26	1 .22	1.26
1 4.	Total Comprehensive Income	(155.05)	(2640.38)	(366.90)	(2781.17)
15.	Paid up Equity Share Capital (Face Value of Rs. 1/- each)	1703.46	1703.46	1703.46	1703.46
16.	Earnings Per Share	(0.09)	(1.55)	(0.22)	(1.63)

REVIEW OF OPERATIONS â¢ Standalone

During the period under review, based on Standalone financial statements, the Company earned Total revenue for the year ended 31.03.2023 of Rs.339.19 Lakhs. As the company has not earned any income in the previous year ended 31.03.2022. Loss after tax for the year ended 31.03.2023 stood at Rs. 156.27 as compared to loss after tax of Rs. 2641.64 for the year 31.03.2022.

â¢ Consolidated

During the period under review, based on consolidated financial statements, the Company earned Total revenue for the year ended 31.03.2023 of Rs.339.19 Lakhs. As the company has not earned any income in the previous year ended 31.03.2022. Loss after tax for the year ended 31.03.2023 stood at Rs. 197.56 as compared to loss after tax of Rs. 2676.59 for the year 31.03.2022.

DEMATERIALISATION AND LISTING

The Equity Share Capital of the Company are admitted to the Depository System of National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL). As on 31st March 2023, 149698705 Equity Shares representing 87.879 % of the equity share capital of the company are in dematerialized form. The Equity shares of the company are compulsorily traded in dematerialization form as mandated by the SEBI. The international Securities Identification Number (ISIN) allotted to the company with respect to its Equity shares is INE997D01021.

The Equity shares of the company are listed on BSE LIMITED.

RECONCILATION OF SHARES CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India, the Reconciliation of Share capital audit was carried out on quarterly basis for the quarter ended June 30^th 2022, September 30^th 2022, December 31^st 2022 and March 31^st 2023 by a Company Secretary in practice. The purpose of the audit was to reconcile the total number of shares held in National Securities Depository Services (India) Limited (NSDL) and Central Depository Services (India) Limited (CDSL) in physical form with respect to admitted, issued and paid up capital of the company.

CHANGE IN REGISTERED OFFICE

During the financial year under review, there is no change in the shifting of the registered office of the company.

Further the company is proposing to shift its registered office from Lotus Green City Sector 23 & 24, Bhiwadi Alwar Bypass 75 MTR. Road Dharuhera Rewari HR 123401 to Begampur Khatola Haryana which will results in change of district (From Rewari to Gurgaon District). This proposal will be subject to the approval of the members in the ensuing Annual General Meeting.

CHANGE IN THE NATURE OF BUSINESS

The Company continued to operate in the business of Real Estate on several financial and corporate issues. However, the company alter and amend existing Clause III (A) [Main Object] of the Memorandum of Association of Company by inserting sub-clause No. 6 & 7 after existing sub-clause No. 5 and approved by the shareholders as on 30^th September 2022 in the 38^th Annual General Meeting.

6. To sell, lease, rent, grant licenses, easements and other rights over and in any other manner deal with or dispose of the undertaking, property, assets, rights and effects of the Company, or any part thereof for such consideration the Company many think fit for commercial and residential purposes;

7. To carry on the trading, construction and manufacturing of industrial equipments and to undertake, carry on and execute all kinds of commercial, trading and other operations and to carry on, develop, extend and turn to account any other trade or business whatsoever which can, for the attainment of the main objects of the Company be advantageously or conveniently carried on by the Company by way of extension of or in connection with any of the business aforesaid or is calculated directly or indirectly, to develop any branch of the Company''s business or to increase the value of or turn to account any of the Company''s assets or rights.

DIVIDEND AND RESERVES

The Board has not recommended any dividend for Financial Year 2022-23 in view of the current market outlook; and in order to preserve cash. During the year under review, the Board of Directors of the company, have decided not to transfer any amount to the General reserves.

SHARE CAPITAL OF THE COMPANY

There was no change in share capital of the Company during the FY 2022-23. The paid up equity share capital of your Company as on 31st March, 2023 was Rs. 17,03,46000 /- (Rupees Seventeen crore three lakhs forty six thousands only) divided into 17,03,46000 Equity shares of the face value of Rs. 1/- (Rupees One only) each.

Further, The 10% Non Cumulative Redeemable Preference Shares of your Company as on 31st March 2023 was 39,45,000 of the face value of Rs. 10/-(Rupees ten only) each and the 1% Non Cumulative Redeemable Preference Shares of your company as on 31st March 2023 was 20,00,000 of face value of RS.10/-(Rupees ten only) each.

FINANCIAL STATEMENTS OF THE COMPANY

The Financial Statement of the company for the FY 2022-23 are prepared in compliance with the applicable provisions of the Act, Accounting Standards and other applicable provisions of the Companies Act, 2013 and SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 (hereinafter referred to as the SEBI (Listing Regulation).

The Audited Financial Statements along with Auditor Report for the FY 2022-23 into consideration have been annexed to the Annual report and also made available on the website of the company which can be accessed at www.newtimeinfra.in

CONSOLIDATED FINANCIAL STATEMENTS

PUBLIC DEPOSIT

During the year under review, the Company has not accepted any deposits within the meaning of Section 73 and 76 of the Companies Act, 2013 read with Companies (Acceptance of Deposits) Rules, 2014.

DIRECTORS/KMP> DETAILS OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

During the year under review the Board of Directors of the Company was duly constituted.

The following is the constitution of the Board of Directors and Key Managerial Personnel as on date 31^st March 2023:

S.No.	Name of Directors/KMP	DIN	Designtaion
1	Mr. Raj Singh Poonia	09615705	Chairman (Executive Director) cum Chief Financial Officer
2	Ms. Rajiv Kapur Kanika Kapur	07154667	Non-Executive - Independent Director
3	Mr. Vipul Gupta	09064133	Non-Executive - Independent Director
4	Mrs. Manisha Goel	09725308	Non-Executive - Non Independent Director

During the period under review, the following changes occurred in the Position of Directors/KMP''s of the Company.
S.No.	NAME	DESIGNATION	CHANGE
1.	Mr. Dheeraj Goel	Additional Director	â¢ Appointed as Additional Director (Nonexecutive) w.e.f- 14^th February, 2022. â¢ Resigned from the post of Additional Director of the Company w.e.f-21st May, 2022.
2.	Mr. Raj Singh Poonia	Chief Financial Officer	â¢ Appointed as Chief Financial Officer of the Company w.e.f. 10^th March, 2022. â¢ Appointed as Additional (Executive Director) cum Managing Director of the company w.e.f. 18^th October 2022.
3.	Mr. Vipul Gupta	Additional Director (Non- Executive & Independent)	â¢ Appointed as Additional Director (NonExecutive & Independent) w.e.f-13^th May, 2022.
4.	Mr. Parvinder Kapoor	Independent Director	â¢ Resigned from the post of Director of the Company w.e.f- 13th May, 2022.
5.	Ms. Malti Devi	Company Secretary & Compliance Officer	â¢ Appointed, as Company Secretary & Compliance Officer of the Company with effect from 13th May, 2022.-Resigned, as a Company Secretary & Compliance Officer of the company with effect from 14^th February 2023.
6.	Mr. Ashish Pandit	Executive Director	â¢ Resigned from the post of directorship with effect from 17^th October 2022.
7.	Mrs. Manisha Goel	Additional Director (Non-Executive & Non- Independent)	â¢ Appointed as Additional Director (NonExecutive & Non-Independent) with effect Â¦ from 18^th October 2022.
8.	Mr. Sri Kant	Additional Director (Non-Executive & Independent)	â¢ Appointed as Additional Director (NonExecutive & Independent) with effect from 20^th July 2023.
9.	Mr. Sanjay Sharma	Additional Director (Non-Executive & Independent)	Â¦â¢ Appointed as Additional Director (NonExecutive & Independent) with effect from 20^th July 2023.

> WOMAN DIRECTOR

In terms of the provisions of Section 149 of the Companies Act, 2013 and Regulation 17 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, Ms. Rajiv Kapur Kanika Kapur has been appointed as Independent Woman Director on the Board of the Company.

DECLARATION BY INDEPENDENT DIRECTORS

The Independent Directors furnished a declaration that they meet the criteria of Independence as provided in sub section 6 of Section 149 of the Companies Act, 2013 at the Board meeting held on 13th May, 2022 in Financial Year 2022-23.

Company''s policy on Directors'' Appointment and Remuneration, including Criteria for Determining Qualifications, Positive Attributes, Independence of a Director and other Matters provided under sub-section (3) of Section 178.

The Board on the recommendation of the Nomination, Remuneration framed a policy for selection and appointment of Directors, senior management and their remuneration and to develop and recommend to the Board a set of Corporate Governance Guidelines. The policy of the Company on Directors appointment and remuneration, including criteria for determining qualifications, positive attributes, independence of Directors and other matters provided under Section 178(3) of the Companies Act, 2013 and Regulation 19 of the Listing Regulations is available on the Company''s website at www.newtimeinfra.in.

* Broad terms of reference of the committee inter-alia include:

a) To identify persons who are qualified to become Directors and who may be appointed as KMPs and in senior management position in accordance with the criteria laid down, recommend to the Board for their appointment and removal;

b) To carry out evaluation of every Director''s performance;

c) To identify the criteria for determining qualifications, positive attributes and independence of a director;

d) To finalise the remuneration for the Directors, key managerial personnel and senior management personnel;

e) To assess the independence of Independent Directors; and

f) Such other key issues/matters as may be referred by the Board or as may be necessary in view of the provision of the Companies Act, 2013 and Rules thereunder and the SEBI (LODR), whenever applicable.

In this context, the committee will also review the framework and processes for motivating and rewarding performance at all levels of the organisation, will review the resulting compensation awards, and will make appropriate proposals for Board approval.

BOARD EVALUATION

The Nomination and Remuneration Committee of the Company had approved a Nomination and Remuneration policy containing the criteria for performance evaluation, which was approved and adopted by the Board of Directors. The key features of this policy have also been included in the report. The policy provides for evaluation of the Board and the individual Directors, including the

Chairman of the Board and Independent Directors. Subsequent to the year under review, the evaluation for the period 2022-23 was completed as per the policy adopted in compliance with the applicable provisions of the Act.

The Board''s assessment was discussed with the full Board evaluating, amongst other things, the full and common understanding of the roles and responsibilities of the Board, contribution towards development of the strategy and ensuring robust and effective risk management, understanding of the operational programmes being managed by the Company, receipt of regular inputs, receipt of reports by the Board on financial matters, budgets and operations services, timely receipt of information with supporting papers, regular monitoring and evaluation of progress towards strategic goals and operational performance, number of Board meetings, committee structures and functioning, etc.

The members concluded that the Board was operating in an effective and constructive manner.

DIRECTORS TRAINING AND FAMILIARIZATION

The Directors are regularly informed during meetings of the Board and Committees of the activities of the Company, its operations and issues facing in business of offering advisory services on several financial and corporate cases. Considering the long association of the Directors with the Company and their seniority and expertise in their respective areas of specialisation and knowledge of the Companyâs activities, their training and familiarization were not considered necessary and accordingly no such programmes were conducted.

The Board has framed a Familiarization Programme for Independent Directors to familiarize the Independent Directors with the Company, their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

MEETINGS OF THE BOARD

The Board met Seven (7) times i.e. 13th May 2022, 01st June 2022, 31st August 2022, 06th September 2022, 18th October 2022, 15^th November 2022 and 22nd February 2023 in the FY 2022-23. The details of composition of Board of Directors and its Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

> SEPARATE MEETING OF INDEPENDENT DIRECTORS

The Company has received disclosures from all the Independent Directors that they fulfill conditions specified under Section 149(6) of Companies Act, 2013 and Regulation 16(1 )(b) of SEBI (LODR) Regulations, 2015 and are Independent of the Management. Based on the declarations received from the Independent Directors, the Board of Directors has confirmed that they meet the criteria of independence as mentioned under Regulation 16(1)(b) of the SEBI (LODR) Regulations, 2015 and possess high integrity expertise and experience including the proficiency required to discharge the duties and responsibilities as Directors of the Company.

All the Independent Directors of the Company as on 31.03.2023 have registered themselves in the data bank of Independent Directors pursuant to the provisions of the Companies (Appointment & Qualifications of Directors) Rules, 2014. The details of Independent Director''s meeting have been included in the Corporate Governance Report forming part of Annual Report.

Independent Directors meet at least once in a financial year without the presence of Executive Directors or Management Personnel. Such meetings are conducted to enable the Independent Directors to discuss matters pertaining to the Company''s Affairs and put forth their views. During the year under review, one meeting of the Independent Directors was held on 22^ND March, 2023 where all the independent directors were present.

> COMMITTEES OF THE BOARD & THEIR MEETINGS

The Company has constituted the following committees in compliance with the Companies Act, 2013 and the Listing Regulations:-

1. Audit Committee;

2. Nomination and Remuneration Committee;

3. Stakeholders'' Relationship Committee;

The Audit committee met Six (6) times during the FY 2022-23, Nomination and Remuneration Committee met three (3) times during FY 2022-23 and Stakeholder Relationship Committee met once during the FY 2022-23. The details of composition of Committees, meetings held during the year and other relevant information are included in the Corporate Governance Report, which forms part of this Annual Report. The intervening gap between any two meetings was within the period prescribed by the Companies Act, 2013 & SEBI (Listing Obligations and Disclosures Requirements) Regulations, 2015 read with relevant relaxations granted by Ministry of Corporate Affairs (MCA) and Securities and Exchange Board of India (SEBI).

> RETIREMENT BY ROTATION

In accordance with the provisions of Section 152 of the Act, Mrs. Manisha Goel (DIN: 09725308), Non-Executive - Non Independent Director of the Company is retiring by rotation from the position of Director, at the ensuing Annual General Meeting and is eligible for reappointment.

AUDITORS AND THEIR REPORTS

As per auditors'' report, no fraud u/s 143 (12) reported by the auditor.

? AUDITORS

(I) STATUTORY AUDITORS:

The Statutory Auditors'' Report on the Standalone Financial Statements of the Company for the financial year ended March 31,2023 forms part of this Annual report and the observations of the Statutory Auditors, when read together with the relevant notes to accounts and accounting policies are self-explanatory and therefore do not call for any further comments. The Audit report for the FY 2022-23 does not contain any qualification or adverse remarks.

Further following remarks has be added by Statutory Auditors as an Emphasis of matter;-

1. The company is in a continuous default of filing its financial statements and financial results with the appropriate authorities.

MANAGEMENTS COMMENTS

There was an inadvertently delay in submitting the financial results due to non-receipt of the financial results on time .However, the Company is making all possible efforts to make good the delay made in fillings and the Company will be more careful in future.

2. Other Current Liabilities as on March 31,2023 includes dues of 14 parties which was settled against 100% investment in equity shares of Lotus Buildtech Limited (the wholly owned subsidiary) and the same was authorised in the board meeting dated February 15, 2021 and subsequently the company entered in MOU among itself and intended buyers for proposing sale of equity shares. Transaction settled during this quarter and 99.01% shares are sold to 14 parties. However, only 0.99% (38,498) equity shares are left as on March 31, 2023.

MANAGEMENTS COMMENTS

The Board would like to state that the proposed settlement is under process as on date and the formalization of the agreement and manner of disposing the balance.

(II) INTERNAL AUDITORS:

(III) SECRETARIAL AUDITOR:

Secretarial Audit Report issued by the M/s. S. Khurana & Associates, Company Secretaries, in Form MR-3 along with Secretarial Audit Report are annexed herewith as Annexure V and forms an integral part of this Report.

The said report contain following observations on which management comments are as under:

1. It has been observed that there is a delay in intimating and filing of intimations and financial results to Stock Exchange pursuant to regulation 33(3) of SEBI (LODR) Regulations, 2015.

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

2. There is a delay of 17 days in filing of Compliance Certificate under Regulation 7(3) and Regulation 40(9) of SEBI (LODR) Regulations, 2015.

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

3. It has been observed that there is a delay in filing of e-form(s) and return(s) with the Registrar of Companies, NCT of Delhi & Haryana during the reporting period.

MANAGEMENT COMMENTS:-

Due to a technical error, the Company was delayed in filing certain compliances on time. However, the Company assures that all future compliances will be completed on schedule.

MANAGEMENT COMMENTS:-

The Compounding of the said default is under process and the Company is working upon the same.

Secretarial Compliance Report

COMPLIANCE OF THE SECRETARIAL STANDARDS

COST AUDIT AND COST REPORT

MANAGEMENT DISCUSSIONS AND ANALYSIS

The Management Discussion and Analysis Report on the operations of the Company, as required under Regulation 34 read with Schedule V of Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred to as âListing Regulations'') and as approved by the Board of Directors, is provided in a separate section and forms an integral part of this Report.

INVESTOR EDUCATION AND PROTECTION FUND (IEPF)

During the period under review, Company is not required to transfer any Amount or Share to the Investor Equation and Protection fund.

INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

Internal Auditors'' comprising of professional Chartered Accountants monitor & evaluate the efficacy of Internal Financial Control system in the company, its compliance with operating system, accounting procedures & policies at all the locations of the company. The Audit Committee of the Board of Directors and Statutory Auditors are periodically apprised of the internal audit findings and corrective actions taken. Audit plays a key role in providing assurance to the Board of Directors. Significant audit observations and corrective actions taken by the management are presented to the Audit Committee of the Board.

DIRECTORSâ RESPONSIBILITY STATEMENT

Pursuant to the requirements under Section 134(5) of the Companies Act, 2013 with respect to Directors'' Responsibility Statement, it is hereby confirmed that:-

a. that in the preparation of the Annual Financial Statements for the year ended 31st March, 2023, the applicable accounting standards have been followed along with proper explanation relating to material departures, if any;

b. that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the company at the end of the financial year and of the profit of the company for that period;

c. that the directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;

d. the Annual Financial Statements have been prepared on a going concern basis;

e. that the directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively; and

f. That the directors have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

The necessary disclosure with respect to the remuneration of Directors and employees as required under Section 197(12) of the Companies Act, 2013 and Rule 5 of Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 has been appended as Annexure-III to this Report.

ENERGY CONSERVATION, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING / OUTGO

Details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo are stated below:

Pursuant to Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, details regarding Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo for the year under review are as follows:

A. Conservation of Energy

B. Technology Absorption

b. In case of imported technology (imported during the last three years reckoned from the beginning of the financial year) - Not Applicable

C. The Particulars of Foreign Exchange and Outgo for the year under review are:

(Rs. in Lakhs)
Particulars	Year ended 31st March, 2023	Year ended 31st March, 2022
Foreign exchangeearning	Nil	Nil
Foreign exchange Outgo	Nil	Nil

The details as required under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8(3) of Companies (Accounts) Rules, 2014, regarding conservation of energy, technology absorption and foreign exchange earnings and outgo are attached as Annexure IV to this Report.

CORPORATE GOVERNANCE REPORT

As stipulated under Schedule V of SEBI (Listing obligations and Disclosures Requirements) Regulations, 2015, the report on Management Discussion and Analysis, the report on corporate

Governance and requisite Certificate from the Secretarial Auditor i.e- M/s S. Khurana & Associates, Company Secretaries, of the Company confirming Compliance with the conditions of Corporate Governance are provided in a separate section which forms part of the Annual Report.

The corporate governance Report for the Financial Year 2023 is forming the part of this Annual Report.

LISTING ON STOCK EXCHANGE

Due to non-payment of Annual Listing fees trading in the securities of the Company has been suspended by BSE Limited.

To initiate the revocation of the trading suspension, the Board of Directors made a payment of to BSE Limited.

In response, BSE issued Notice No. 20230102-17 dated January 02, 2023, announcing the revocation of the suspension effective from Thursday, Januray 05, 2023. BSE also informed Trading Members that trading would continue in a Trade-to-Trade mode for other reasons.

DETAILS OF POLICY DEVELOPED AND IMPLEMENTED BY THE COMPANY ON ITS CORPORATE SOCIAL RESPONSIBILITY INITIATIVES

As the Company is not having net worth of rupees five hundred Crores or more, or turnover of rupees one thousand Crores or more or a net profit of rupees five Crores or more during any financial year, the Company is not required to comply with the provisions of Section 135 of the Companies Act, 2013 with the regard to the formation of the CSR Committee and undertaking of Social Expenditure as required under the said Section.

SUBSIDIARIES, ASSOCIATE COMPANIES AND JOINT VENTURES

In accordance with proviso to sub-section (3) of Section 129 of the Companies Act 2013, a statement containing salient features of the Financial Statements of the Company''s subsidiaries and the report on their performance and financial position in Form AOC-1 is annexed as Annexure-I to the financial statements and forms part of this Annual Report. In accordance with third proviso to Section 136(1) of the Companies Act, 2013, the Annual Report of your Company, containing therein its Audited Standalone and the Consolidated Financial Statements has been placed on the website of the Company.

Subsidiaries which are ceased:

1. Villnova Housing Private Limited is ceased to be subsidiary with effect from 06.05.2022.

2. Prosperous Buildcon Private Limited is ceased to be subsidiary with effect from 22.09.2022.

3. Cropbay Real Estates Pvt Ltd is ceased to be subsidiary with effect from 06.09.2022.

4. Estaeagro Real Estate Pvt Ltd is ceased to be subsidiary with effect from 06.09.2022.

BRANCHES OF THE COMPANY

During the period under review, the Company doesn''t have any branch office.

RELATED PARTY TRANSACTIONS

All arrangements/ transactions entered into by the Company with its related parties during the year were in the ordinary course of business and on an arm''s length basis. During the year, the Company has not entered into any arrangement/transaction with related parties which could be considered material in accordance with the Company''s Policy on Related Party Transactions, read with the Listing Regulations and the disclosure of related party transactions In accordance with Section 134(3) (h) of the Companies Act, 2013 read with Rule 8(2) of Companies (Accounts) Rules, 2014, the particulars of contracts or arrangements with related parties, referred to in Section 188(1) of the Companies Act, 2013, in the prescribed Form AOC-2 is attached as Annexure II to this Report.

The Related Party Transaction Policy is available on the Company''s website under the web link www.newtimeinfra.in

PARTICULARS OF LOANS, GUARANTEES OR INVESTMENTS BY THE COMPANY

Details of Loans, Guarantees and Investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the notes to Audited Financial Statements.

EXTRACT OF ANNUAL RETURN

In terms of provisions of Section 92, 134(3)(a) of the Companies Act, 2013 read with Rule 12 of Companies (Management and Administration) Rules, 2014, the Annual Return in Form MGT-7 for the financial year ended March 31, 2023 is placed on the Company''s website and can be accessed at the website of the company i.e-www.newtimeinfra.in

HUMAN RESOURCES

The Company recognizes people as its most valuable asset and it has built an open, transparent and meritocratic culture to nature this asset. The company has kept a sharp focus on Employee Engagement. The Company''s Human Resources is commensurate with the size, nature and operation of the Company.

VIGIL MECHANISM / WHISTLE BLOWER POLICY

Pursuant to Section 177 of the Companies Act, 2013, the Board has adopted vigil mechanism in the form of Whistle Blower Policy, to deal with instances of fraud or mismanagement, if any, and to provide a mechanism which ensures adequate safeguards to employees and Directors from any victimization on rising of concerns of any violations of legal or regulatory requirements, incorrect or misrepresentation of any, financial statements and reports, etc.

RISK MANAGEMENT POLICY

Your Company has an elaborated Risk Management procedure and adopted systematic approach to mitigate risk associated with accomplishment of objectives, operations, revenues and regulations. Your Company believes that this would ensure mitigating steps proactively and help to achieve stated objectives. The entity''s objectives can be viewed in the context of four categories Strategic, Operations, Reporting and Compliance. The Risk Management process of the Company focuses on three elements, viz. (1) Risk Assessment; (2) Risk Management; (3) Risk Monitoring.

Audit Committee has been entrusted with the responsibility to assist the Board in (a) Overseeing and approving the Company''s enterprise wide risk management framework; and (b) Overseeing that all the risk that the organisation faces. The key risks and mitigating actions are also placed before the Audit Committee of the Company. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems.

DIVIDEND DISTRIBUTION POLICY

The Board of Directors of your Company had approved the Dividend Distribution Policy in accordance with the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (âListing Regulationsâ). The objective of this policy is to establish the parameters to be considered by the Board of Directors of your Company before declaring or recommending dividend. The Policy is available at the official website of the Company i.e. www.newtimeinfra.in.

GENERAL DISCLOSURE

Your Directors state that no disclosure or reporting is required in respect of the following items as there were no transactions on these items during the year under review:

1. Issue of equity shares with differential rights as to dividend, voting or otherwise.

2. Issue of shares (sweat equity shares) to employees of the Company under ESOS.

3. No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company operations in future.

Prevention of Sexual Harassment of Women at Workplace

The Company has zero tolerance for sexual harassment at workplace and take suitable measures for prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the Rules thereunder for prevention and redressal of complaints of sexual harassment at workplace. All employees are treated with dignity with a view to maintain a work environment free of sexual harassment.

During the financial year under review, there were no complaints reported under the Prevention of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

ACKNOWLEDGEMENT AND APPRECIATION

Jun 30, 2014

Dear Members,

The Directors have pleasure in presenting the 30th Annual Report on the performance of your Company and the Audited Accounts of the Company for the financial year ended 30th June, 2014.

FINANCIAL RESULTS

The financial performance of your Company, for the financial year ended 30th June, 2014 is summarized below:

(Amount in Lacs) PARTICULARS For the Year ended For the Year ended 30th June, 2014 30th June, 2013

Income Earned 33.36 29.38

Expenditures 25.79 21.86

Gross Profit Before 7.57 7.52 Depreciation

Depreciation 1.43 1.53

Profit/(Loss) before Taxation 6.14 5.99

Provision for Taxation 1.56 1.44

Profit/(Loss) after Tax 4.58 4.55

Profit/(Loss) brought forward from 139.24 134.69 last year

Balance Carried to Balance Sheet 143.82 139.24

PERFORMANCE

During the year under review, the Company has recorded an income of Rs. 33.36.lacs as compared to Rs. 29.38 lacs in the previous year. The Profit after tax during the year stands at Rs.4.58 lacs as against of 4.55 Lacs in the previous year.

DIVIDEND

During the year under review, the Board of Directors of the Company have not recommended any dividend on its shares.

CHANGES IN CAPITAL STRUCTURE

During the year under review, there is no change in the Capital Structure of The Company.

CHANGE IN DIRECTORS

During the year under review, Mr. Ashish Pandit, Mr. K.T. James, Mr. Sanjay Tiku, Mr. Amman Kumar, Mr. Vinod Kumar Uppal were inducted as additional directors on the board of the Company. Pursuant to the provisions of section 260 of the Companies Act, 1956 and Section 161(1) of the Companies Act, 2013, Additional Directors shall hold office up to the date of the ensuing Annual General Meeting of the Company. Notice signifying the intention to appoint them as directors have been received from members of the Company and accordingly respective resolutions to that effect have been provided.

Further pursuant to the Companies Act, 2013 Mr. Sanjay Tiku and Mr. Vinod Kumar Uppal are proposed to be appointed as Independent directors of the Company. The Company has received declarations from them confirming that they meet the criteria for the independent directors as prescribed under Section 149(6) of the Companies Act, 2013 and Clause 49 of the Listing Agreement with the stock Exchange.

During the year under review, Mr. Mayank Kakkar was appointed as Company Secretary & Compliance Office of the Company on 3rd September, 2013. Thereafter on January 10, 2014, he resigned from the said post and in his

place Mr. Narender Kumar Sharma was designated as Company Secretary & Compliance Officer of the Company w.e.f. 14th January, 2014

Further the approval of shareholders pursuant to Section 203 of the Companies Act, 2013 read with Schedule V thereof, is sought for the appointment of Mr. Ashish Pandit (00139001) as Wholetime Director of the Company on remuneration for a period of 5 years w.e.f December 1, 2014

Brief resume of the Directors proposed to be appointed/re-appointed as stipulated under Clause 49 of the Listing Agreements is provided in the notice forming part of the Annual Report. Further, the companies in which they hold memberships/chairmanships of Board Committees, is provided in the Corporate Governance Section of this Annual Report.

CASH FLOW STATEMENT

As required by Clause-32 of the Listing Agreement a Cash Flow Statement is annexed and forms part of this Annual Report.

PUBLIC DEPOSITS

During the year under review, the company has not accepted any deposit.

AUDITORS

M/s A C Gupta & Associates, Chartered Accountants, Statutory Auditors of the Company, retires at the ensuing Annual General Meeting of the Company and have expressed their willingness for reappointment as Statutory Auditors in accordance with the Companies Act, 2013 and confirmed that their reappointment, if made, will be within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and they are not disqualified for reappointment within the meaning of Section 141 of the said Act.

AUDITORS'' REPORT

The Auditor''s Report is attached hereto and is self-explanatory requiring no elucidation.

CHANGES IN MANAGEMENT

During the year under review, M/s Futurevision Consultants Pvt. Ltd.& Faith Advisory Services Pvt. Ltd acquired 70.44% shares from the outgoing promoter of the Company and further acquired 4.44% shares from the general public through open offer pursuant to SEBI (SAST) Regulations, 2011 which resulted in acquisition of 74.88% Equity Stake in the Company.

Consequent to the above acquisition, M/s Futurevision Consultants Pvt. Ltd.& Faith Advisory Services Pvt. Ltd became the new promoters of the Company. Subsequently, the management of the company was also changed. Mr. Prem Krishan Tandon, Mr. Gopal Krishan Chopra and Ms. Anuradha Tandon ceased to be Director of the Company and Mr. Ashish Pandit, Mr. K. T. James, Mr. Sanjay Tiku, Mr. Vinod Kumar Uppal and Mr. Amman Kumar were appointed as Director of the Company.

SUBSIDIARY COMPANIES

During the Year, Company has following subsidiaries: s Lotus Buildtech Limited s Cropbay Real Estate P. Ltd. s Estaegro Real Estate P Ltd. s Magik Infraprojects P Ltd. s Pluto Biz. Developers P Ltd. s Prosperous Buildcon P Ltd s Villnova Housing P Ltd. s Wintage Infraheights P Ltd.

s Vincent Infraprojects P Ltd.

In accordance with the general circular dated 08/02/2011 read with circular dated 21/02/2011, issued by the Ministry of Corporate Affairs, Government of India, the Balance Sheet, Profit and Loss Account and other documents of the Subsidiary Companies are not being attached with the Balance Sheet of the Company. However the financial information of the Subsidiary Companies is disclosed in the Annual Report in compliance with the said circular. The Company will make available the Annual Accounts of the subsidiary companies and the related detailed information to any member of the holding and subsidiary Company seeking information at any point of time. The Annual Accounts of the subsidiary companies will also be kept open for inspection at the Registered Office of the Company. The Consolidated Financial Statements presented by the Company includes the financial results of its Subsidiary Companies.

CONSOLIDATED FINANCIAL STATEMENT

Consolidated Financial Statements in accordance with Accounting Standard-21 issued by The Institute of Chartered Accountants of India have been provided in the Annual Report. These Consolidated Financial Statements provide financial information about your Company and its subsidiaries as a single economic entity.

LISTING AT STOCK EXCHANGE

The Equity shares of Company are listed on The Bombay Stock Exchange Limited. The Company has paid its Annual Listing Fee to the Stock Exchange for the financial year 2014-2015.

DEMATERIALIZATION OF SHARES

The Company has admitted its shares to the depository system of National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) for dematerialization of shares. The International Securities Identification Number (ISIN) allotted to the Company is INE997D01021. The equity shares of the Company are compulsorily traded in dematerialized form as mandated by the Securities and Exchange Board of India (SEBI).

The Equity Shares of the Company are actively traded on BSE.

STATUS OF DEMATERIALIZATION OF SHARES

As on 30th June 2014, 14,96,99,880 Equity Shares representing 87.88% of your Company''s Equity Share Capital have been de-materialized.

RECONCILIATION OF SHARE CAPITAL AUDIT

As per the directive of the Securities & Exchange Board of India ("SEBI"), M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, undertakes the Share Capital Audit on a quarterly basis. The purpose of the audit is to reconcile the total number of shares held in National Securities Depository Limited (NSDL), Central Depository Services (India) Limited (CDSL) and in physical form with the admitted, issued and paid up capital of the Company.

The Share Capital Audit Reports as submitted by M/s Iqneet Kaur & Company, Company Secretaries, New Delhi, on quarterly basis were forwarded to the Bombay Stock Exchange Limited where the Equity Shares of the Company are listed

STATUTORY INFORMATION

- Particulars of Employees under Section 217 (2A) of the Companies Act, 1956, read with the Companies (Particulars of Employees) Rules, 1975- NIL

- R & D activities and Foreign Exchange Earning and Outgo, as required under Section 134(3)(m) of the Companies Act, 2013 (corresponding Section 217(1)(e) of the Companies Act, 1956) - NIL

- Statutory details of Energy Conservation as required under Section 134(3)(m) of the Companies Act, 2013 (corresponding Section 217(1)(e) of the Companies Act, 1956) and rules prescribed thereunder are not applicable to the Company.

CORPORATE GOVERNANCE REPORT

A separate Section on Corporate Governance, Management Discussion and Analysis and the certificate from the CEO, CFO and Company''s Statutory Auditors as required under Clause 49 of the Listing Agreement with stock exchange, is forming part of the Annual Report.

DIRECTORS'' RESPONSIBILITY STATEMENT

Pursuant to the provisions contained in Section 217(2AA) of the Companies Act, 1956, it is hereby confirmed:

(i) that in the preparation of the annual accounts for the year ended 30th June, 2014, the applicable Accounting Standards have been followed;

(ii) that the Directors have selected such accounting policies and applied them consistently and made judgements and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit or loss of the Company for that period;

(iii) that the Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 1956 for safeguarding the assets of the Company for preventing and detecting fraud and other irregularities; and

(iv) that the Directors have prepared the Annual Accounts on Going Concern Basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the workmen were highly cordial.

HRD INITIATIVE

In the field of Human Resource Development, your Company stresses on the need to continuously upgrade the competencies of its employees. The participation of the employees and their constructive suggestions are encouraged in all major activities pertaining to the overall improvement in the functioning of the Company.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders'' requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders'' and Investors'' Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors'' grievances.

ACKNOWLEDGEMENT

The Directors place on record their appreciation for the continued co-operation extended by all stakeholders including various departments of the Central and State Government, Shareholders, Investors, Bankers, Financial Institutions, Customers, Dealers and Suppliers. The Board also place on record its gratitude and appreciation of the committed services of the executives and employees of the Company.

By Order of the Board For Newtime Infrastructure Limited Sd/- Place : Gurgaon,Haryana (K.T. James) Date: December 1, 2014 Chairman DIN: 00143394

Jun 30, 2010

The Directors have pleasure in presenting the 26th Annual Report on the performance of your Company and the Audited Accounts of the Company for the period ended 30th June, 2010.

FINANCIAL RESULTS (Amount in Lacs)

PARTICULARS For the Period ended For the Period ended 30th June, 2010 30th June, 2009

Income Earned 10.67 15.00

Expenditures 7.57 4.8

Gross Profit Before Depreciation 3.10 10.20

Depreciation 0.90 0.90

Profit/(Loss) before Taxation 2.20 9.30

Provision for Taxation 2.00 5.00

Profit/ (Loss) after Tax 0.20 4.30

Deferred tax Liability/(Assets) 0.00 0.00

Deferred tax Liability/(Assets)/ C/F 0.00 0.60

Profit / (Loss) brought forward from last year 0.00 (1.53)

Adjustment on Account of Income Tax 0.00 0.00

Fringe Benefit Tax 0.00 0.00

Balance Carried to Balance Sheet 0.20 2.77

PERFORMANCE

During the year under review, the Company has recorded an income of Rs. 10.67 lacs in the year ended 30th June, 2010 as compared to Rs. 15 lacs in the previous year thus recording a decrease of 31 % over the previous year. The Profit after tax of the Company for the year stands at Rs.0.20 lacs as against the previous year figure of Rs.4.30 lacs.

DIVIDEND

Your Directors intend to plough back the profits earned during FY 09-10 for the expansion & capital expenditure and therefore have not recommended any dividend on Equity Shares of the Company.

SHARE CAPITAL

During the year under review, your Company issued 20,00,000( Twenty Lacs) fully paid 10% Non Convertible Cumulative Redeemable Preference Shares of the face value of Rs. 10/- each at a premium of Rs 90/- each aggregating to Rs 20,00,00,000 (Twenty Crores) to the promoters of the Company on preferential basis pursuant to Section 81 (1 A) of the Companies Act, 1956.

During the year under review, your Company also issued 11,35,64,000 ( Eleven crore thirty five lacs and sixty four thousand) equity shares of Rs 1/- each in the ratio of 2 equity shares of Rs 1/- each for every one existing fully paid up equity share of Rs 1/- each held in the Company as on the Record Date i.e. 30th January,2010 by way of bonus issue.

FIXED DEPOSITS

There were no outstanding fixed deposits or interest thereon, on the date of Balance Sheet.

DIRECTORS

Mr. Gopal Krishan Chopra, Director retires at the ensuing Annual General Meeting and being eligible offers himself for re-appointment.

Brief resume of the Director proposed to be appointed, nature of his expertise in specific functional areas and names of companies in which he holds directorship and membership/chairmanship of Board Committees, as stipulated under Clause 49 of the Listing Agreement with the Stock Exchange in India, is provided in the Notice forming part of the Annual Report.

AUDITORS

The Auditors of the Company M/s A.C. Gupta & Associates, Chartered Accountants, who hold office until the conclusion of the ensuing Annual General Meeting are recommended for reappointment. A Certificate from the Auditors has been received to the effect that their appointment, if made, would be within the limit prescribed under Section 224(1B) of the Companies Act, 1956.

AUDITORS REPORT

Notes forming part of accounts, which are specifically referred to by the Auditors in their report, are self explanatory and therefore, do not call for further comments.

DE-MATERIALIZATION OF SHARES

The Companys equity shares are available for de- materialization on both the depositories viz., NSDL & CDSL. Shareholders may be aware that SEBI has made trading in your Companys shares mandatory, in de-materialized form. As on 30th June 2010, 12,43,40,880 Equity Shares representing 72.99% of your Companys equity share capital have been de-materialized.

SHARE CAPITAL AUDIT

As per the directive of the Securities and Exchange Board of India (SEBI) M/s Iqneet Kaur & Co., Company Secretaries, New Delhi, undertakes Share Capital Audit on quarterly basis. The purpose of audit is reconciliation of total shares held in CDSL, NSDL and physical form with the admitted, issued and listed capital of the Company.

The Share Capital Audit Reports as submitted by the Auditor on quarterly basis were duly forwarded to the Bombay Stock Exchange Limited where the equity shares of the Company are listed.

LISTING AT STOCK EXCHANGE

The shares of Company are listed on The Bombay Stock Exchange Limited. The Company has paid the annual listing fee to the Stock Exchange for the year 2010-2011.

HRD INITIATIVES/EMPLOYEE WELFARE

In the field of Human Resource Development, your Company stresses on the need to continuously upgrade the competencies of its employees. The participation of the employees and their constructive suggestions are encouraged in all major activities pertaining to the overall improvement in the functioning of the Company.

STATUTORY INFORMATION

- Particular of Employees under Section 217(2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 may be taken as Nil.

- Statutory details of Energy Conservation and Technology Absorption, R&D activities and Foreign Exchange Earning and Outgo, as required under Section 217(1) (e) of the Companies Act, 1956 and rules prescribed there under i.e. the Companies (Disclosure of Particulars in Report of Board of Directors) Rules, 1988 are not applicable to the Company.

CORPORATE GOVERNANCE

A Separate section on Corporate Governance forming part of the Directors Report and the Certificate from the Companys auditors confirming compliance of Corporate Governance norms as stipulated in Clause 49 VII of the Listing Agreement with the Indian Stock Exchanges is included in the Annual Report.

MANAGEMENT DISCUSSION AND ANALYSIS

Management Discussion and Analysis of financial condition including the results of operations of the Company for the year under review as required under Clause 49 of the Listing Agreement with stock exchange is presented in a separate section forming part of the Annual Report.

DIRECTORS* RESPONSIBILITY STATEMENT

Pursuant to the requirement under Section 217(2AA) of the Companies Act, 1956, as amended by the Companies (Amendment) Act, 2000 with respect to Directors Responsibility Statement, it is hereby confirmed :-

- That in the preparation of the annual accounts for the year ended 30th June, 2010, the applicable accounting standards along with proper explanations had been followed;

- That the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the period and of the profit or loss of the Company for the period under review;

- That the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; and

- That the Directors had prepared the annual accounts on a going concern basis.

INDUSTRIAL RELATIONS

During the year under review, the relations between the Management and the Workmen were highly cordial.

INVESTOR RELATIONS

Your Company always endeavors to keep the time of response to shareholders requests / grievances at the minimum. Priority is accorded to address all the issues raised by the shareholders and provide them a satisfactory reply at the earliest possible time. The Shareholders and Investors Grievances Committee of the Board meets periodically and reviews the status of the redressal of investors grievances. The shares of the Company continue to be traded in Electronic Form and the De-materialization arrangement exists with both the depositories, viz, National Securities Depository Limited and Central Depository Services (India) Limited.

ACKNOWLEDGEMENT

Your Directors wish to place on record the sincere and dedicated efforts of all the members of the Companys team.

Your Directors would also like to convey their gratitude to the investors, clients and customers for their unwavering trust and support. The directors would also like to thank the employees for their continuing support and contribution in ensuring an excellent all round performance.

By Order of the Board For Newtime Infrastructure Limited

Sd/- (Prem Kishan Tandon) Chairman

Place: Gurgaon, Haryana Date : 2nd December 2010

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