| Dear Members,
N. R. INTERNATIONAL LIMITED
The Directors have pleasure in presenting their 24th Annual Report
together with the Audited Statement of Accounts of the Company for the
year ended March 31, 2015.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March,
2015 is summarized below:
As at As at
31.03.2015 31.03.2014
(') (')
Revenue from Operation (Gross) 176,765,246 246,853,450
Less Excise Duty 0 0
Revenue from Operation (Net) 176,765,246 246,853,450
Other Income 51,561,507 11,709,175
Total Revenue 228,326,753 258,562,625
Profit before depreciation, interest and tax 16,521,921 49,20,915
Less: Interest & Finance Charges 285,470 12,20,843
Profit before Depreciation and Tax 16,236,451 37,000,72
Less: Depreciation 6,890,837 25,60,488
Profit before Tax 9,345,614 11,39,584
Less: Provision for Taxation 1,648,313 12,14,700
Deferred Tax -1,310,335 -74,59,555
Income Tax for earlier years 0 0
Profit after Tax 9,007,636 73,84,439
Add: Surplus / (Loss) brought forwards (1,28,31,875) (20,216,315)
previous year
Transfer from reserves 2,584,717 0
Surplus / (Loss) carried to Balance Sheet (1,239,522) (1,28,31,875)
DIVIDEND
Viewed from the curtailed revenue and consequent losses, in order to
continue conserving the presently existing resources for operational
requirements, your Directors do not recommend any dividend for the year
under review and are confident of receiving your whole hearted support
for this proposal.
REVIEW OF OPERATION
During the year under review considering the continued losses incurred
by your company it has totally winded up it's manufacturing business.
Entire fixed assets pertaining to the steel or coke units has been sold
out by the company and the proceeds were utilized for payment of bank
loans. Now your company is engaged in the logistics business of cargo
handling and transportation which they have their strong hold since
past 20 years. During the year your company has earned substantial
amount of net profits which is expected to increase in future years.
FUTURE OUTLOOK
The company is planning to increase the volume of business for cargo
handling and transportation by adding more and more clients. For the
purpose it has also purchased fleet of heavy commercial vehicles like
payloaders, trucks, hywas, etc. Your directors are confident of
increase the revenues during the years to come.
SHARE CAPITAL
The paid up equity capital as on March 31, 2015 was Rs. 1067.44 Lacs
and Authorised Capital of the Company is 1200.00 Lacs . During the year
under review the Company has not issued any bonus shares, sweat equity
shares or shares under stock option.
SUBSIDIARY COMPANY
The Company does not have any subsidiary.
FINANCE:
Your directors has immense pleasure to inform you that your company has
cleared all it's dues to banks and other financial institutions during
the year under review. The existing operations are being carried out of
internal accruals and your company does not require any financial
assistance from any banks or financial institutions at present.
DEPOSITS
Your company has not accepted any deposits during the year and there is
no outstanding amount of principal or interest as on the date of the
balance sheet.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has no amount lying under unpaid dividend or unpaid
interest account or such other amount as mentioned under section 125 of
the Companies Act, 2013 and hence no amount is required to be
transferred to the Investor Education and Protection Fund.
PARTICULARS OF LOANS. GURANTEES AND INVESTMENTS:
The Company has not given any loans or guarantees covered under the
provision of section 186 of the Companies Act, 2013 during the year
under review. However, the company has during the earlier year given
guarantee for loans availed by M/s Surya Sponge Iron Ltd which is now
neither a group company nor related party.
The details of the investments made by the company are given in the
notes to the Financial Statements.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION
OF THE COMPANY OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH
THIS FINANCIAL STATEMENTS RELATE AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of
the Company occurred between the end of the financial year to which
this financial statements relate and on the date of this report
EXPANSION AND MODERNISATION
Your Company has at present no plans for Expansion and Modernization.
It is mainly concentrating on the operation of the existing business.
No major capital expenditure is planned in the immediate following
years.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company remains committed to maintain, high standards of internal
control designed to provide adequate assurance on the efficiency of
operations and security of its assets. The adequate and effectiveness
of the internal control across various activities, as well as
compliance with laid - down system and policies are comprehensively and
frequently monitoring by your companies management at all levels of
organization. The Audit Committee, which meets at least four times a
year, actively reviews internal control system as well as financial
disclosures.
PARTICULARS OF EMPLOYEES
Your Directors place on record the sense of appreciation for the
valuable contribution made by the staff members of the Company and hope
that their continued support will help in achieving the goals of the
Company.
In accordance with the requirement of Section 197 of the Companies Act,
2013 read with Rule 5(2)of the Companies (Appointment and Remuneration
of Managerial Personnel) Rules 2014 it is stated that no employee of
the Company is drawing remuneration in excess of the limits set out in
the said rule.
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND
REMUNERATION). RULE. 2014
The information required pursuant to Section 197 read with Rule 5(1) of
the Companies (Appointment and Remuneration) Rules, 2014 in respect of
employees of the Company and Directors is attached as 'Annexure A'.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Mr. Nirmal Modi, Director of the company, retires by rotation at the
ensuing Annual General Meeting and being eligible offer himself for
re-appointment as Director of the Company.
Having regard to the qualifications, wide range of experience and
association of Mr. Deepak Agarwal with the Company and considering the
overall performance of the Company and its growth during his tenure, the
Board of Directors of the Company based on recommendation of Nomination
& Remuneration Committee proposes the re-appointment of Mr. Deepak
Agarwal, Managing Director of the company, for a further period of 5
years w.e.f 1st October,2015 subject to approval of shareholders at the
ensuing Annual General Meeting of the Company liable to retire by
rotation.
During the year under review, Mrs. Amita Agarwal and Mr. Rajendra Singh
have been appointed as an Independent Directors for term of five years
not liable to retire by rotation on recommendation of Nomination &
Remuneration Committee.
Mr. Abhishek Modi has resigned as Director of the Company w.e.f. 7th
February, 2015.The Board places on record the valuable services granted
by him during his tenure .
During the year under review, Mr. Nirmal Modi has been appointed as
Chief Financial Officer and Ms Pooja Singh has been appointed as
Company Secretary with effect from 7th February, 2015 on recommendation
of Nomination & Remuneration Committee.
The details of Directors/Managing Director seeking
appointment/re-appointment as required under Clause 49 of the Listing
Agreement as required under Clause 49 of the Listing Agreement with
Stock Exchange are given in the Notice of the ensuing Annual General
Meeting .
COMPANY'S POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION ETC.
Under section 178 of the Companies Act, 2013, the Company has prepared
a policy on Director's appointment and remuneration. The Company has
also laid down criteria for determining qualification, positive
attributes and independence of Director.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR.
The Familiarization programme about roles, rights and responsibilities
of Independent Directors in the Company, nature of industry in which
the Company operates business model of the Company, etc is under
process
BOARD EVALUATION
Pursuant to provision of the Companies Act, 2013 and Clause 49 of the
Listing Agreement, the Board has carried out an evaluation of its own
performance , the directors individually as well as the evaluation of
the working of its Audit, Nomination & Remuneration Committee. The
manner in which the evaluation has been carried out has been explained
in the Corporate Governance Report.
DECLARATION BY AN INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT
A declaration by an Independent Director(s) that they meet the criteria
of independence as provided in sub-section (6) of Section 149 of the
Companies Act, 2013 has been received from all Independent Directors.
Based on the declarations of Independent Directors, the Board of
Directors recorded its opinion that all Independent Directors are
independent of the Management and have fulfilled the conditions as
specified in the Companies Act, 2013, rules made thereunder as well as
relevant provisions of Clause 49 of the Listing Agreement with Stock
Exchanges.
An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for
reappointment for next five years on passing of a special resolution by
the Company and disclosure of such appointment in the Board's report.
MEETING
During the year nine Board meetings and Five Audit Committee meetings
were convened and held. The details of which are given in the Corporate
Governance Report.
AUDITORS
M/s Agarwal Vishwanath & Asosciates, Chartered Accountants, Auditors of
the Company were appointed as Statutory Auditors of your Company at the
last Annual General Meeting held on 27th September, 2014 for a
consecutive term of five consecutive years. As per the provisions of
Section 139 of the Companies Act, 2013, the appointment of Auditors is
required to be ratified by Members at every Annual General Meeting.
A certificate have been received from them to the effect that their
appointment as Auditors would be in accordance with the provisions of
Section 139 and 141 of the Companies Act, 2013 and rules made
thereunder for the Financial Year 2015-2016..
AUDITORS' REMARKS
The Notes on the financial statements referred to in the Auditor's
Report are self- explanatory and do not call for any further comments.
The Auditor's Report does not contain any qualification, reservation or
adverse remark.
SECRETARIAL AUDITORS
Pursuant to provision of section 204 of the Companies Act, 2013 and the
Companies (Appointment and Remuneration of Managerial Personnel) Rules,
2014 the Company has appointed Mr. B K Barik & Associates, Practising
Company Secretary to conduct the Secretarial audit for the Financial
Year 2014-15. The Secretarial Audit Report for the Financial Year
2014-15 is annexed herewith as "Annexure B".
The Secretarial Audit Report does not contain any qualification,
reservation or any adverse remark.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form
MGT-9 is annexed herewith as "Annexure C".
BUSINESS RISK MANAGEMENT
The Company faces various risks in the form of financial risks,
operational risks etc. The Company understands that it needs to survive
these risks in the market and hence have made a comprehensive policy on
Risk Management.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the director
would like to state that :
i. In the preparation of the annual accounts, the applicable
accounting standards had been followed along with proper explanation
relating to material departures;
ii. 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 or
loss of the company for the year under review;'
iii. The directors had taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Act for safeguarding the assets of the Company and for
preventing and detecting fraud and other irregularities;
iv. The directors had prepared the annual accounts on a going concern
basis.
v. The directors had laid down internal financial control to be
followed by the company and that such internal financial control is
adequate and was operating effectively.
vi. The director had devised proper system to ensure compliance with
the provision of all applicable laws and that such internal financial
control is adequate and was operating effectively.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year
under review by the Company were on arms length basis and in the
ordinary course of business .
There are no materially significant related party transactions made by
the Company with Promoters, Key Managerial Personnel or other
designated persons which may have potential conflict with interest of
the Company at large.
All related party transactions are placed before the Meetings of Audit
Committee for approval. The policy on materiality of and dealing with
Related Party transactions as approved by the Board is uploaded on the
Company's website and same is available at the following weblink
http://www.nrinternationalltd.in/policy.html
A particular of Contracts/Arrangements entered into with related
parties is attached in form AOC-2 as an 'Annexure D' to this Report.
CORPORATE SOCIAL RESPONSIBILITY
The provisions under Section 135 of the Companies Act, 2013 and the
rules made thereunder are not applicable to the Company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is
applicable to the Member of the Board and all employees in the course
of day to day business operations of the Company.
The Code has been posted on the Company's website
www.nrinternationalltd.in.
All the Board Members and the Senior Management personnel have
confirmed compliance with the Code.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
The Vigil Mechanism of the Company, which also incorporates a whistle
blower policy in terms of the Listing Agreement Protected disclosure
can be made by a whistle blower through an e-mail or a letter to the
Chairman of the Audit Committee.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE
(PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013
In order to prevent sexual harassment of women at work place a new act
The Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 has been notified on 9th December, 2013. Under
the said Act every company is required to set up an Internal Complaints
Committee to look into complaints relating to sexual harassment at work
place of any women employee.
Our Company has adopted a policy for prevention of Sexual Harassment of
Women at workplace. During the year, Company has not received any
complaint of harassment.
PREVENTION OF INSIDER TRAINING
The Company has adopted a Code of Conduct for Prevention of Insider
Trading with a view to regulate trading in securities by the Directors
and designated employees of the Company. The code requires
pre-clearance for dealing in the Company's shares and prohibits the
purchase or sale of Company's shares by the Directors and designated
employees while in possession of unpublished price sensitive
information in relation to the Company and during the period when
Trading Window is closed. The Board is responsible for implementation
of the Code.
All Board Directors and the designated employees have confirmed
compliance with the Code.
PRATICUEARS OF ENERGY CONSERVATION. ETC.
Particulars with respect to conservation of energy as per rule 8(3) of
the Companies (Accounts) Rule, 2014 are as under:
1. Conservation of energy : NIL
2. Technology Absorption : NIL
INDUSTRIAL RELATIONSHIP
During the year under review, your company enjoyed relationship with
workers and employees at all levels.
CORPORATE GOVERNANCE
The Corporate Governance and Management Discussion and Analysis Report,
which form an integral part of this Report, are set out as separate
Annexure, together with the Certificate from the Auditors of the
Company regarding compliance with the requirement of the Corporate
Governance as stipulated in Clause 49 of the Listing Agreement.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of
conditions of corporate governance as stipulated in Clause 49 of the
Listing agreement is annexed herewith as "Annexure E".
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the
year 2015-2016 to BSE where the Company's Shares are listed.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere thanks to various
State and Central Government Department, bankers, Consultants,
Advisors, shareholders and Investors for their valuable co-operation
and continued support throughout the year to the Company. Your
Directors would also sincerely acknowledge the significant contribution
made by the Executives, Staff and workers for their dedicated services
to the company.
For and on behalf of the Board of Directors
Sd/-
Nirmal Modi
Date;- 30th May, 2015 Chairman
Place: Kolkata DIN: 00268371
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