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North Eastern Carrying Corporation Ltd.

BSE: 534615 Sector: Others
NSE: NECCLTD ISIN Code: INE553C01016
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OPEN 44.40
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VOLUME 28828
52-Week high 111.30
52-Week low 34.25
P/E 37.68
Mkt Cap.(Rs cr) 212
Buy Price 42.20
Buy Qty 550.00
Sell Price 42.60
Sell Qty 200.00

North Eastern Carrying Corporation Ltd. (NECCLTD) - Director Report

Company director report

To

The Members of

North Eastern Carrying Corporation Limited

9062/47 Ram Bagh Road Azad Market Delhi-110006

Your Directors are pleased to present their 31st Directors’ Reporttogether with the Audited Financial Statements for the Financial Year ended March 312016.

1. FINANCIAL PERFORMANCE:

The Financial Result of the Company for the Financial Year under report are as under:

(Rs. Rupees)
Particulars For the year ended
31.03.2016 31.03.2015
Profit before Depreciation & Income Tax 120238642 118433077
Less: Depreciation 30656581 33056822
Profit after depreciation 89582061 85376255
Less: Provision for:
Income Tax 29176507 28299985
Wealth Tax 0 0
Less/ Add: Deferred tax Saving/Liability 632986 232057
Add/Less : Previous year adjustment 3376352 1864543
Profit After Taxation 56396216 55443784
Add: Profit brought Forward 170546097 115102313
Balance Carried over to Balance Sheet 226942313 170546097

2. OPERATIONS AND STATE OF THE COMPANY’S AFFAIRS

The Company has achieved a sales turnover including other income of Rs.53975.05 Lacsvis-a vis Rs. 53913.73 Lacs in the previous year. The profit before tax in the currentyear was at Rs. 895.82 Lacs as compared to Rs. 853.76 Lacs in the previous year.

3. EXTRACT OF ANNUAL RETURN:

The Extracts of the Annual Return are enclosed herewith to this Directors Report inForm MGT-9 as “Annexure I”.

4. DIVIDEND:

Your Company needs Capital for its expansion plans therefore the Board of Director hasdecided to invest the profit into the operation of the Company. Hence no dividend isrecommended for the year ended 31st March 2016.

5. SHARE CAPITAL:

During the period under review the Company has not issued/allotted any share Capital.

However as on date the total Paid-up Capital of the Company is Rs. 501973360/-(Rupees Fifty Crores Nineteen Lacs Seventy Three Thousand Three Hundred Sixty only)comprising of 50197336 equity shares of Rs. 10/- each. The Equity Shares of the Companyare listed on Bombay Stock Exchange Limited National Stock Exchange of India Limited andDelhi Stock Exchange Limited.

6. CASH AND CASH EQUIVALENTS

Cash and cash equivalent as at March 31 2016 was Rs.324.39 Lacs. The Company continuesto focus on judicious management of its working capital. Receivables inventories andother working capital parameters were kept under strict check through continuousmonitoring.

7. DIRECTORS:

Mrs. Vanya Jain Director of the Company is liable to retire by rotation and beingeligible offer herself for re-appointment. Her re-appointment is subject to the approvalof members at the ensuing Annual General Meeting.

8. DIRECTORS QUALIFICATION:

The Board of Directors hereby confirms and represent that none of the Directors of theCompany are disqualified from being appointed as Director u/s 164 of the Companies Act2013.

9. DIRECTORS RESPONSIBILITY STATEMENT U/S 134:

Pursuant to the requirement of Section 134(5) of the Companies Act 2013 the Directorshereby confirm that:

i. In the preparation of the Annual Accounts the applicable Accounting Standards havebeen followed along with proper explanations relating to material departures; ii. TheDirectors have selected such accounting policies and applied them consistently and madejudgments and estimates that are reasonable and prudent so as to give a true and fair viewof the state of affairs of the Company at the end of the financial year and of the profitand Loss of the Company for the that period; iii. The Directors have taken proper andsufficient care for the maintenance of adequate accounting records in accordance with theprovisions of the Companies Act 2013 for safeguarding the assets of the Company and forpreventing and detecting fraud and other irregularities; iv. The Directors have preparedthe annual accounts on a going concern basis. v. The Directors have laid down internalfinancial controls to be followed by the company and such controls are adequate and areoperating effectively. vi. The Directors have devised proper system to ensure compliancewith the provisions of all applicable laws and such systems are adequate and are operatingeffectively.

10. STATEMENT ON DECLARATION GIVEN BY INDEPENDANT DIRECTORS:

Mr. Utsav Jain

Mr. Manoj Kumar Jain

Mr. Mohak Jain

Were the Independent Directors on the Board during the year being more than one thirdof the total strength of the Board and have remained Independent throughout the year ascontemplated in sub section (6) of Section 149.

11. NUMBER OF BOARD MEETINGS:

The Board of Directors has duly met 6 times on 13.04.2015 28.05.2015 13.06.201510.08.2015 10.11.2015 and 10.02.2016.

Else than the above stated Meetings one Meeting of Independent Directors was held on26.12.2015 to discuss the performance of the Board as whole and Director’sindependently.

12. FORMAL ANNUAL EVALUATION OF BOARD:

The formal annual evaluation of the Board Directors and Committees of the Company hasbeen done on the following criteria:

(a) Attendance and contribution at Board and Committee meetings

(b) His/her stature appropriate mix of expertise skills behaviour experienceleadership qualities sense of sobriety and understanding of business strategic directionto align company’s value and standards.

(c) His/her knowledge of finance accounts legal investment marketing foreignexchange/ hedging internal controls risk management assessment and mitigation businessoperations processes and Corporate Governance.

(d) His/her ability to create a performance culture that drives value creation and ahigh quality of debate with robust and probing discussions.

(e) Effective decisions making ability to respond positively and constructively toimplement the same to encourage more transparency.

(f) Open channels of communication with executive management and other colleague onBoard to maintain high standards of integrity and probity.

(g) Recognize the role which he/she is expected to play internal Board Relationshipsto make decisions objectively and collectively in the best interest of the Company toachieve organizational successes and harmonizing the Board.

(h) His/her global presence rational physical and mental fitness broader thinkingvision on corporate social responsibility etc.

(i) His/her ability to monitor the performance of management and satisfy himself withintegrity of the financial controls and systems in place by ensuring right level ofcontact with external stakeholders.

13. AUDIT COMMITTEE:

The Company has duly constituted Audit Committee comprising of Mr. Manoj Kumar JainMr. Mohak Jain and Mr. Utsav Jain all being the Independent Directors.

Further all the Members of the Audit Committee including Chairman possess adequateFinancial Knowledge.

14. RECOMMENDATION OF THE AUDIT COMMITTEE

During the year there was no such recommendation of the Audit Committee which was notaccepted by the Board. Hence there is no need for the disclosure of the same in thisReport.

15. PUBLIC DEPOSITS:

The Company has not accepted any public deposits within the meaning of the CompaniesAct 2013 and the rules framed there under.

16. LISTING AGREEMENT

The Securities and Exchange Board of India (SEBI) on September 2 2015 issued SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 with the aim toconsolidate and streamline the provisions of the Listing Agreement for different segmentsof capital markets to ensure better enforceability. The said regulations were effectiveDecember 1 2015. Accordingly all listed entities were required to enter into the ListingAgreement within six months from the effective date. The Company entered into ListingAgreement with BSE Limited and the National Stock Exchange of India Limited

17. LISTING INFORMATION:

The shares of your Company are listed at The National Stock Exchange of India Limitedand BSE Limited and pursuant to clause C (9) (d) of Schedule V SEBI (LODR) Regulations2015 the Annual Listing fees for the year 2016-17 have been paid to them well before thedue date i.e. April 30 2016. Annual Custody/Issuer fee for the year 2016-17 will be paidby the Company to NSDL and CDSL on receipt of the invoices.

The name and address of the Stock Exchange where the Company’s shares are listed:-

BSE Limited National Stock Exchange of India Limited
Phiroze Jeejeebhoy Towers Dalal Street Exchange Plaza C-1 Block G
Mumbai - 400001 Bandra Kurla Complex Bandra (E)
(SCRIP 534615) Mumbai 400 051
Delhi Stock Exchange Limited (SYMBOL: NECCLTD)
3 & 4/4 B Asaf Ali Road
New Delhi 110002

However Securities and Exchange Board of India ("SEBI") has cancelled therecognition of all non-operational Stock Exchanges including Delhi Stock Exchange Limitedvide its Circular dated 29.12.2008 30.05.2012 and 17.04.2015. But as your Company islisted on the BSE limited and National Stock Exchange of India Limited due to which itdoes not affect the Listing Status of your Company.

18. CHANGES IN THE NATURE OF BUSINESS

There is no change in the nature of the business of the Company during the FinancialYear 2015-16.

19. VIGIL MECHANISM / WHISTLE BLOWER POLICY

The Company has a vigil mechanism policy to deal with instance of fraud andmismanagement if any. The details of the Policy is explained in the Corporate GovernanceReport and also posted on the website of the Company.

The website link is given below:http://www.neccgroup.com/wp-content/uploads/2015/02/Vigil-Mecchanism-Policy.pdf

20. BOARD DIVERSITY POLICY

The Company recognizes and embraces the importance of a diverse board in its success.We believe that a truly diverse board will leverage differences in thought perspectiveknowledge skill regional and industry experience cultural and geographical backgroundage ethnicity race and gender which will help us retain our competitive advantage. TheBoard has adopted the Board Diversity Policy which sets out the approach to diversity ofthe Board of Directors.

The Board Diversity Policy is available on our website: http://www.neccgroup.com/wp-content/uploads/2015/12/BOARDS-DIVERSITY-POLICY.pdf

21. COMMITTEES OF THE BOARD

Currently the Board has five committees: the Audit Committee the Nomination andRemuneration Committee the Corporate Social Responsibility Committee the Share Transfer/Stakeholders Relationship Committee the Risk Management Committee (non mandatorycommittee). A detailed note on the composition of the Board and its committees is providedin the Corporate governance report section of this Annual Report.

22. RISK MANAGEMENT POLICY:

In the opinion of the Board following are the risks which would threaten the existenceof the Company:? Material Handling? Motor Vehicle Accidents? Slips Trips And Falls

• Competition

Your Company has risk management team constituting the professionals and functionalspecialists who critically examines and audit the adequacy relevancy efficiency andeffectiveness of the control system compliance with policies. The Companies RiskManagement Strategy has five stages comprising of following stages:

• Risk identification

• Risk analysis

• Risk evaluation

• Risk treatment

• Risk monitoring and review

The Policy and Strategy is duly implemented and monitored in the Company.

23. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS'APPOINTMENT AND REMUNERATION:

The Company has duly established a Nomination and Remuneration Committee. The Board hasduly adopted the policy with respect to remuneration for the Directors Key ManagerialPersonnel and other Senior Management employees. The policy is annexed herewith as "AnnexureII”

24. STATUTORY AUDITORS:

M/s Sanghi & Company Chartered Accountants were appointed as Statutory Auditorsof the Company form the conclusion of previous Annual General Meeting to the Sixth AnnualGeneral Meeting subject to ratification of Members at every Annual General Meeting. M/sSanghi & Company Chartered Accountants being eligible offer themselves forratification at this Annual General Meeting to continue their Term upto sixth AnnualGeneral Meeting from the conclusion of previous Annual General Meeting i.e. till 32ndAnnual General Meeting of the Company.

25. AUDITORS REPORT:

Auditors Report on the final accounts of the Company is attached herewith. TheAuditor’s Report does not contain any adverse remark.

26. ACCOUNTING STANDARDS:

The Institute of Chartered Accountants of India has introduced various AccountingStandards to make the financial statements and disclosures in line with the internationalaccounting practices and disclosures. Your Company duly follows all the notifiedAccounting Standards for the preparing of Financial Statements of the Company.

27. SECRETARIAL AUDIT:

M/s. Ashish Kumar & Friends Company Secretaries Firm was appointed as SecretarialAuditor of the Company for the purposes of Secretarial Audit for the year ended 31stMarch 2016 at its Board Meeting held on 10.08.2015.

Secretarial Audit Report as given by M/s Ashish Kumar & Friends in terms of Section204 (1) is enclosed as "Annexure III”. There are no qualifications in theSecretarial Audit Report.

28. CORPORATE SOCIAL RESPONSIBILITY (CSR):

Pursuant to the provisions of Section 135 of the Companies Act 2013 and the rules madein this regard your Company was required to spend 2% i.e. Rs.1040435/- (Rupees Ten LacsFourty Thousand Four Hundred Thirty Five Only) of its Net profit for CSR activities andCompany were spend Rs. 1104503/- (Rupees Eleven Lacs Four Thousand Five Hundred ThreeOnly). The Annual Report on the CSR activities is enclosed as "Annexure IV”.

29. ENERGY CONSERVATION TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS & OUTGO:

There is nothing to be disclosed in respect of Conservation of Energy From A ofCompanies (Disclosure of particulars in the Report of Board of Director) Rules 1988 doesnot apply to your Company since the Company is not engaged in any manufacturing activity.No agreement has been entered into for Technology absorption. The foreign exchange outgois Nil.

30. CORPORATE GOVERNANCE:

Your Company believes in achieving highest standard of Corporate Governance. A Separatereport on the Corporate Governance and Management Discussion and Analysis Report isannexed as “Annexure V” as part of this Board’s Report.

31. LOANS GAURANTEES AND INVESTMENTS BY COMPANY

The Company has neither given any guarantee nor provided any security covered under theprovision of Section 186 of the Companies Act 2013 during the financial year.

32. RELATED PARTIES TRANSACTION:

In Form AOC-2 enclosed as "Annexure VI”.

33. DISCLOSURES PURSUANT TO SECTION 197 (12) OF THE COMPANIES ACT 2013 AND THE RULES

MADE THEREUNDER:

1) The ratio of the remuneration of each Director to the median remuneration ofthe employees of the Company for the financial year 2015-2016:

Name(s) of Director(s) Designation Ratio to Median Remuneration Percentage Change
1. Sunil Kumar Jain1 Managing Director 35.06 50.00
2. Utkarsh Jain2 Whole-Time Director 15.02 N.A.

1 Mr. Sunil Kumar Jain has been re-appointed as Managing Director of theCompany w.e.f. October 1 2015 and his salary has been revised from Rs. 3600000/-(Rupees Thirty Six Lacs Only) to Rs. 4200000/- (Rupees Forty Two Lacs only) subject tooverall cap of Rs.5400000 (Rupees Fifty Four Lacs Only) as approved by shareholders byway of special resolution at the Annual General Meeting of the Company held on 23rdSeptember 2015.

2 Mr. Utkarsh Jain was appointed as Whole-Time Director of the Company andpaid remuneration of Rs. 1800000/- (Rupees Eighteen Lacs Only) w.e.f. October 1 2015 asapproved by shareholders by way of special resolution at the Annual General Meeting of theCompany held on 23rd September 2015.

2) The percentage increase in remuneration of each Director Chief FinancialOfficer Chief Executive Officer Company Secretary or Manager in the financial year2015-2016

Name(s) Designation Ratio to Median Remuneration Percentage Change
1. Shyam Lal Yadav Chief Financial Officer 24.54 9% (Approx.)
2. Anand Kumar Pandey* Company Secretary 2.80 12%

* Mr. Anand Kumar Pandey has been appointed as Company Secretary and ComplianceOfficer of the Company w.e.f. 13.06.2015.

(i) Percentage increase in the median remuneration of employees in the financial year Percentage: 10.6%
(ii) The median remuneration for the year 2015-16 Rs. 119802/-
(iii) Number of permanent employees on the rolls of company; There were 800 employees on the rolls of the Company as on March 31 2016.
(iv) Explanation on the relationship between average increase in remuneration and company performance Explanation: The Business as well as the profit of the Company has decreased hence the Company has not increased the salary much.
(v) Comparison of the remuneration of the Key Managerial Personnel against the performance of the company; Comparison: The Business as well as the profit of the Company has decreased hence the Company has not increased their salary much.
(vi) The key parameters for any variable component of remuneration availed by the directors Key Parameters: Not Availed
(vii) The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year. Name: Ratio: Mr. Sunil Kumar No Employee is paid Jain salary in excess of Managing Director
(viii) Affirmation The Board affirms that the remuneration is as per the remuneration policy of the company

34. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT 2013:

Mr. Sunil Kumar Jain Managing Director of the Company is in receipt of Rs.4200000/- (Rupees Forty Two Lacs) per annum as remuneration.

35. SUBSIDIARY COMPANY:

During the period under review your Company has only one wholly owned Subsidiary in thename and style of ‘N.E.C.C. Retail Solutions Private Limited’incorporated on 14th February 2013.

36. PERFORMANCE AND FINANCIAL POSITION OF EACH OF THE SUBSIDIARIES ASSOCIATES AND

JOINT VENTURE COMPANIES:

Name and Registered office of the % Holding Particulars Amount (Rs.)
Subsidiary/Associate/joint
100% Income Earned During the year -
Profit before Taxes & Other adjustments (11292)
N.E.C.C. Retail Solutions
Private Limited Add prior period income -
Profit before Taxes (11292)
Less: Provisions for Taxes -
Less: Current Tax -
Add/ (Less): Deferred Tax -
Profit for the period (11292)
Profits carried forward from previous year (83063)
Less proposed Dividend -
Less Dividend Distribution Tax -
Profits c/f to Balance Sheet (94355)

37. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013

Your Company has about 20 women employees in various cadres. The Company has aProtection of women against Sexual Harassment Policy in line with the requirements of theSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013.Internal Complaint Committee is set up in the Company to redress complaints received whodirectly report to the Chairman & Managing Director of the Company. All employees(Permanent contractual temporary trainees) are covered under this policy. There was nocompliant received from any employee during the financial year 2015-16 and hence nocomplaint is outstanding as on 31.03.2016 for redress.

38. INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY

The Company has a comprehensive system of internal control to safeguard theCompany’s assets against any loss from unauthorized use and ensure properauthorization of financial transactions. The Company has internal control systemscommensurate with the size and nature of the business and has experienced personnelpositioned adequately in the organization to ensure internal control processes andcompliances. The Company takes abundant care in designing reviewing and monitoringregularly the working of internal control systems and their compliances for all importantfinancial internal control processes. The Audit findings are reported on quarterly basisto the Audit Committee of the Board headed by a Non-executive Independent Director.

The Company has robust ERP systems. This ensures high degree of systems based checksand controls. The Company maintains a system of internal controls designed to provide ahigh degree of assurance regarding the effectiveness and efficiency of operations thereliability of financial controls and compliance with laws and regulations.

The Companies Act 2013 has introduced under Section 143(3)(i) of the Act which includethe statutory auditors also to state in his audit report whether the company has adequateinternal financial controls system in place and the operating effectiveness of suchcontrols in addition to the reporting by Board of Directors in director’sresponsibility statement. The concept of reporting on internal financial controls is stillnew in India this new reporting requirement has thrown up many challenges. The Company hasdeveloped the internal financial control processes and that was vetted by the internalauditors during the year. The same has also been verified by the statutory auditors andwho have reported that all the material Internal financial controls exist during thefinancial year 2015-16.

The Company with the help of reputed professionals has developed a compliance tool forthe purpose of legal compliance of all the applicable Acts to the Company.

39. GENERAL

Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:(i) Details relating to deposits covered under Chapter V of the Act. (ii) Issue of equityshares with differential rights as to dividend voting or otherwise. (iii) Issue of shares(including sweat equity shares) to employees of the Company under any scheme. (iv) Nosignificant or material orders were passed by the Regulators or Courts or Tribunals whichimpact the going concern status and Company’s operations in future.

40. POLICIES

We seek to promote and follow the highest level of ethical standards in all ourbusiness transactions guided by our value system. The SEBI (Listing Obligations andDisclosure Requirements) Regulations 2015 mandated the formulation of certain policiesfor all listed companies.

All our corporate governance policies are available on our website i.e.www.neccgroup.com

POLICY (IES) WEB-LINK
Policy for Determination of Materiality of http://www.neccgroup.com/wp-
Information or Events content/uploads/2016/03/POLICY-FOR-
DETERMINATION-OF-MATERIALITY-OF-
INFORMATION-OR-EVENTS.pdf
Boards Diversity Policy http://www.neccgroup.com/wp- content/uploads/2015/12/BOARDS-DIVERSITY-
POLICY.pdf
Corporate Social Responsibility Policy ww.neccgroup.com/wp- content/uploads/2015/02/CSR-Policy.pdf
Vigil Mechanism / Whistle Blower Policy http://www.neccgroup.com/wp- content/uploads/2015/02/Vigil-Mecchanism- Policy.pdf
Nomination And Remuneration Policy http://www.neccgroup.com/wp- content/uploads/2015/02/Nomination- Remuneration-Policy.pdf
Records and Archives Management Policy http://www.neccgroup.com/wp- content/uploads/2015/12/RECORDS-AND- ARCHIVES-MANAGEMENT-POLICY.pdf
Policy Related Party Transactions http://www.neccgroup.com/wp- content/uploads/2016/03/Policy-on-Related- Party-Transaction-NECC.pdf
Code of Internal Procedures and Conduct for regulating monitoring and reporting of trading by insiders Code of Conduct for Directors and Senior Management of the company http://www.neccgroup.com/wp- content/uploads/2015/05/Code-of-Conduct-for- Prevention-of-Insider-Trading-NECC.pdf http://www.neccgroup.com/wp- content/uploads/2016/08/Code-of-Conduct.pdf

41. ACKNOWLEDGEMENT

The directors acknowledge the dedicated services of the employees of the Company duringthe year under review:

On Behalf of the Board of Director of
North Eastern Carrying Corporation Limited
Sunil Kumar Jain
Chairman & Managing Director
Place: Delhi DIN: 00010695
Date: 30.05.2016 C-3/15 Ashok Vihar Phase-II Delhi 110052

“ANNEXURE II” TO THE DIRECTORS REPORT

NOMINATION & REMUNERATION POLICY

“An employee is sheep. His employer is the shepherd. His salary is grass.”

CONTENTS:

1. OBJECTIVE

2. DEFINITIONS

3. APPLICABILITY

4. APPOINTMENT OF DIRECTOR KEY MANAGERIAL PERSONNEL AND SENIOR MANAGEMENT

5. TERM/TENURE

6. EVALUATION

7. REMOVAL

8. RETIREMENT

9. REMUNERATION PERQUISITES FOR THE WHOLE-TIME DIRECTOR KMP AND SENIOR MANAGEMENTPERSONNEL 10. REMUNERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTOR

OBJECTIVE

The policy is framed with the following objective(s):

1. That the level and composition of remuneration is reasonable and sufficient toattract retain and motivate Directors of the quality required to run the Companysuccessfully.

2. That the relationship of remuneration to performance is clear and meets appropriateperformance benchmarks.

3. That the remuneration to Directors Key Managerial Personnel (KMP) and otheremployees of the Company involves a balance between fixed and incentive pay reflectingshort and long-term performance objectives appropriate to the working of the Company andits goals.

4. To lay down criteria and terms and conditions with regard to identifying persons whoare qualified to become Directors (Executive and Non-executive) and persons who may beappointed in Senior Management Key Managerial positions and to determine theirremuneration

5. To determine remuneration based on the Company’s size and financial positionand trends and practices on remuneration prevailing in peer companies in the industry

6. To carry out evaluation of the performance of Directors as well as Key Managerialand Senior Management Personnel and to provide for reward(s) linked directly to theireffort performance dedication and achievement relating to the Company’s operations;and

7. To retain motivate and promote talent and to ensure long term sustainability oftalented managerial persons and create competitive advantage.

8. To lay down criteria for appointment removal of Directors Key Managerial Personneland Senior Management Personnel and evaluation of their performance

In the context of the aforesaid criteria the following policy has been formulated bythe Nomination and Remuneration Committee.

DEFINITIONS

“Act” means the Companies Act 2013 and Rules framed thereunder asamended from time to time.

“Board” means Board of Directors of the Company.

“Directors” mean Directors of the Company.

“Key Managerial Personnel” means

• Chief Executive Officer or the Managing Director or the Manager;

• Whole-time director;

• Chief Financial Officer;

•Company Secretary; and  such other officer as may be prescribed.

“Senior Management” means Senior Management means personnel of thecompany who are members of its core management team excluding the Board of Directorsincluding Functional Heads.

“Committee” means Nomination and Remuneration Committee as constitutedby the Company pursuant to the provisions of Companies Act 2013.

APPLICABILITY

This Policy is applicable to:

I. Directors viz. Executive Non-executive and Independent

II. Key Managerial Personnel

III. Senior Management Personnel

IV. Other Employees of the Company

APPOINTMENT OF DIRECTOR KMP AND SENIOR MANAGEMENT

1. The Committee shall identify and ascertain the integrity qualification expertiseand experience of the person for appointment as Director KMP or at Senior Managementlevel and recommend to the Board his / her appointment.

2. A person should possess adequate qualification expertise and experience for theposition he / she is considered for appointment. The Committee has discretion to decidewhether qualification expertise and experience possessed by a person is sufficient /satisfactory for the concerned position.

3. Appointment of Independent Directors is subject compliance of provisions of section149 of the Companies Act 2013 read with schedule IV and rules thereunder.

4. The Company shall not appoint or continue the employment of any person as Whole-timeDirector who has attained the age of seventy years. Provided that the term of the personholding this position may be extended beyond the age of seventy years with the approval ofshareholders by passing a special resolution based on the explanatory statement annexed tothe notice for such motion indicating the justification for extension of appointmentbeyond seventy years

TERM / TENURE

Of Managing Director / Whole-time Director

The Company shall appoint or re-appoint any person as its Executive Director ManagingDirector or Executive Director for a term not exceeding five years at a time. Nore-appointment shall be made earlier than one year before the expiry of term.

Of Independent Director

Subject to the provisions of the Companies Act 2013 Securities and Exchange Board ofIndia (Listing Obligations and Disclosure Requirements) Regulations 2015 and all otherapplicable Regulations an Independent Director shall hold office for a term up to fiveconsecutive years on the Board of the Company and will be eligible for re-appointment onpassing of a special resolution by the Company and disclosure(s) of such appointment inthe Board's report. No Independent Director shall hold office for more than twoconsecutive terms but such Independent Director shall be eligible for appointment afterexpiry of three years of ceasing to become an Independent Director.

EVALUATION

The Committee shall carry out evaluation of performance of every Director KMP andSenior Management Personnel at regular interval (yearly).

REMOVAL

The Committee may recommend to the Board with reasons recorded in writing removal ofa Director KMP or Senior Management Personnel subject to the provisions of the CompaniesAct 2013 and all other applicable Acts Rules and Regulations if any.

RETIREMENT

The Director KMP and Senior Management Personnel shall retire as per the applicableprovisions of the Regulations and the prevailing policy of the Company. The Board willhave the discretion to retain the Director KMP Senior Management Personnel in the sameposition / remuneration or otherwise even after attaining the retirement age for thebenefit of the Company.

REMUNERATION PERQUISITES FOR THE WHOLE-TIME DIRECTOR KMP AND SENIOR MANAGEMENTPERSONNEL

1. The remuneration / compensation / profit-linked commission etc. to the Whole-timeDirector or Directors will be determined by the Committee and recommended to the Board forapproval. The remuneration / compensation / profit-linked commission etc. shall be inaccordance with the percentage / slabs / conditions laid down in the Articles ofAssociation of the Company Companies Act 2013 and shall be subject to the prior / postapproval of the shareholders of the Company and Central Government wherever required.

2. As regards the remuneration of KMP Senior Management Personnel and other employeesthe determination shall be effected by way of annual presentation before the Committee byPrincipal HR and / or by the Chief Financial Officer which would have requisite details.The Committee shall peruse the same and approve accordingly.

3. Org-wide Increments to the existing remuneration / compensation structure shall beapproved by the Committee. Increments to the Whole Time Director(s) should be within theslabs approved by the Shareholders. Increments will be effective from 1st Aprilin respect of a Whole-time Director as well as in respect of other employees of theCompany unless otherwise decided.

CONSIDERATION TO NON-EXECUTIVE / INDEPENDENT DIRECTOR

1. Sitting Fees- The Non-executive Independent Directors of the Company maybe paid sitting fees as per the applicable Regulations and no sitting fee is paid toNon-executive Non Independent Directors. The quantum of sitting fees will be determined asper the recommendation of Nomination and Remuneration Committee and approved by the Boardof Directors of the Company. Further the boarding and lodging expenses shall be reimbursedto the Directors based out of Delhi.

2. Profit-linked Commission - The profit-linked Commission may be paid toDirectors except Independent Director within the monetary limit approved by theshareholders of the Company subject to the same not exceeding 1% of the net profits of theCompany computed as per the applicable provisions of the Regulations.

Stock Options - Pursuant to the provisions of the Act an Independent Directorshall not be entitled to any stock option of the Company. Only such employees of theCompany and its subsidiaries as approved by the Nomination and Remuneration Committee willbe granted ESOPs.

On Behalf of the Board of Director of
North Eastern Carrying Corporation Limited
Sunil Kumar Jain
(Chairman and Managing Director)
Place: Delhi DIN: 00010695
Date: 30.05.2016 Address: C-3/15 Ashok Vihar Phase-II Delhi - 110052

REPORT ON CSR ACTIVITIES OF THE COMPANY

Since Initial the Company has always been keen to do something for the Children hencein the year 1998 the Company started a Scholarship Program for the Employees of theChildren wherein the Company sponsor the Education of Employee’s Meritorious Childrenwho are studying in Class 5th to 12th.

The Company strongly believes that education implies:

"the entire process of social life by means of which individuals and social groupslearn to develop consciously within and for the benefit of the national andinternational communities the whole of their personal capabilities attitudes aptitudesand knowledge."

Keeping the above philosophy of the Company in mind after implementation of the Section135 of the Companies Act 2013 the Company at its Board Meeting held on 21stDay of July 2014 constituted a CSR Committee consisting of the following Members:-

Name of the Member Designation
Mr. Sunil Kumar Jain Chairman
Mrs. Vanya Jain Member
Mr. Utsav Jain Member
Mr. Shaym Lal Yadav Executive Member
Mr. Vinod Nair Executive Member

The Members of the Committee after its constitution formulated a CSR Policy of theCompany which was duly approved by the Board of Director at its Meeting held on 13.08.2014along with this the Total CSR Budget of Rs. 1700000/- (Rupees Seventeen Lacs Only) forCSR Activities dedicated to Education of Children.

The Company was approached by Sewa Bharti which is one of the largest NGOs working forthe upliftment & empowerment of the neglected and under-privileged sections of thesociety since it’s inception in 1979 at Delhi. The target groups of Sewa Bhartiinclude Adivasis Dalits Women Children Rural Artisans Small farmers Marginalfarmers and youths. The thrust area of the organization includes empowerment ofcommunities secure sustainable livelihoods promotion of micro-finance curativeprimitive preventive health care advocacy and lobby promotion of societal peacealternative energy option community based calamity preparedness promotion ofpeople’s culture and research and documentation.

The Company has decided to financially support the Organization by making donation forthe renovation of the Lal Bagh Center of Sewa Bharti in various tranches to promoteeducation and Social Welfare and in line with this the Company has already invested Rs.750000/- (Rupees Seven Lacs Fifty Thousand Only) during the Financial Year 2015-16 inSewa Bharti for Lal Bagh Center which works towards the Literacy of Poor and underprivileged children of the Society.

Not only this the Company is also encouraging Education through "Unnati" aNGO Project which support children for higher education by running Schools and providingScholarships of upto Rs. 50000/- per Student to children of weaker section speciallybelonging to families below poverty line or those whose family income of less than Rs. 2Lacs per annum.

Your Company is sponsoring the Salary’s of Teachers of the said Project on Monthlybasis. The Company has spend Rs. 354503/- (Three Lacs Fifty Four Thousand Five HundredThree Only) towards Teachers Salary in the Financial Year 2015-16.

Hence your Company has spend a Total Sum of Rs. 1104503/- towards CSR Activitieswhich comprises of 2% of the average Net Profit which is very close to 2% of the averageNet Profit and also undertake to continue such CSR Activities.

On Behalf of the Board of Director of
North Eastern Carrying Corporation Limited
Sunil Kumar Jain
(Chairman and Managing Director)
Place: Delhi DIN: 00010695
Date: 30.05.2016 Address: C-3/15 Ashok Vihar Phase-II Delhi - 110052