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Northern Project Ltd.

BSE: 508924 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: N.A.
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Northern Project Ltd. (NORTHERNPROJECT) - Director Report

Company director report

To the Members

The Directors of the Company have pleasure in presenting their Annual Report togetherwith the Audited Accounts for the Financial year ended 31st March 2015.

COMPANYPERFORMANCE
2014 - 2015 2013 - 2014
(Rs) ( Rs )
FINANCIAL RESULTS
TotalRevenue 4777856 6262237
Net Profit before Tax (326497) 121458
Less : Provision for Taxation 120000
Provision for Deferred Tax (150363) 15997
Net Profit/(Loss) after Tax (176134) (14539)
Add : Balance brought forward 157833095 157847634
Balance Carried Forward to Balance Sheet 157656961 157833095

The working results of your Company during Financial year ended on 31st March 2015 wasnot satisfactory.

DIVIDEND

The Directors have considered not recommending any dividend for the year under review.

DIRECTORS

Mr. V. N. Agarwal retires by rotation at the ensuing Annual Gneral Meeting and beingelegible offers himself for re-appointment. His Brief Resume is attached to the Notice ofthe ensuing Annual General Meeting.

The Board of Directors of the Company at their meeting held on 31st March 2015appointed Mrs. Premlata Agarwal as Additional Director of the Comapny to hold office onlyupto the date of next Annual General Meeting of the Company pursuant to the provisions ofSection 161(1) of the Companies Act 2013.

Mrs. Premlata Agarwal not being a retiring Director in terms of Section 152 of theCompanies Act 2013 her name has been proposed by a member for appointment of a Directorunder section 160 of the Companies Act 2013.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2014-15 Five (5) Board Meetings were held on 28th May 201414th August 2014 11th November 2014 22nd January 2015 and 31st March 2015.

DIRECTORS' RESPONSIBILITY STATEMENT

In accordance with Section 134(5) of the Companies Act 2013 your Board of Directorsconfirms that:-(a) in the preparation of the Annual Accounts for the Financial Year ended31st March 2015 the applicable accounting standards had been followed along with properexplanation relating to material departures; (b) the directors had selected suchaccounting policies and applied them consistently and made judgments and estimates thatwere reasonable and prudent so as to give a true and fair view of the state of affairs ofthe Company at the end of the financial year and of the profit or loss of the company forthat period;

(c) the Directors had taken proper and sufficient care for the maintenance of adequateaccounting records in accordance with the provisions of the Companies Act 2013 forsafeguarding the assets of the company and for preventing and detecting fraud and otherirregularities; (d) the annual accounts of the Company have been prepared on a "goingconcern" basis; (e) the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and (f) the directors had devised proper systems to ensurecompliance with the provisions of all applicable laws and that such systems were adequateand operating effectively.

BOARDEVALUATION

The Board evaluated the effectiveness of its functioning and that of the Committees andof Individual Directors by seeking inputs on various aspects of Board/Committee Governanceand considered and discussed in details the inputs received from the Directors.

The aspects covered in the evaluation included the contribution to and monitoring ofcorporate governance practices participation in strategic planning and fulfillment oftheir obligations including but not limited to their participation in the Board/CommitteeMeetings.

INDEPENDENTDIRECTORSDECLARATION:

The Independent Directors meet the criteria of being Independent (as prescribed in TheCompanies Act 2013 and Clause 49 of the Listing Agreements) and an IndependencyCertificate from them have been obtained.

AUDITORS

M/s. Salarpuria & Partners Chartered Accountants Statutory Auditors hold officetill the conclusion of this AGM. They have expressed their willingness to continue as suchand are eligible for re-appointment.

EXTRACTOFANNUALRETURN

As provided under Section 92(3) of the Companies Act 2013 the extract of AnnualReturn in form MGT-9 pursuant to Rule 12 of the Companies (Management and Administration)Rules 2014 is annexed herewith as Annexure A as part of this Report.

SECRETARIALAUDIT

Pursuant to the provisions of Section 204 of the Companies Act 2013 read with Rule 9of the Companies (Appointment of and Remuneration of Managerial Personnel) Rules 2014the Secretarial Audit Report submitted by a Company Secretary in whole time Practice isannexed herewith as Annexure B as part of this Report.

RELATEDPARTYTRANSACTIONS

All contracts/arrangements/transactions entered by the Company with its Related Partiesduring the financial year were on arm's length basis and in the ordinary course ofbusiness. The transactions with Related Parties are disclosed in the Notes to theFinancial Statements.

VIGIL MECHANISM

In terms of Section 177(9) & (10) of The Companies Act 2013 a Vigil Mechanism ofDirectors and Employees has been established details of which are given in the CorporateGovernance Report.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures in terms of section 197(12) of the Companies Act 2013 and the rules madethereunder are not applicable to the company.

CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS AND OUTGO

Particulars relating to Conservation of Energy Technology Absorption Foreign ExchangeEarnings and Outgo as required under section 134(3)(m) of The Companies Act 2013 readwith Companies (Accounts) Rules 2014 are not applicable to the company.

COMMITTEES OF THE BOARD

Currently there are three Board Committees- the Audit Committee StakeholdersRelationship Committee and Nomination and Remuneration Committee. The Terms of referenceof the Board Committees are determined by the Board from time to time. Meetings of eachBoard Committee are convened by the respective Committee Chairman. Signed minutes of BoardCommittee Meetings are placed at the Board Meetings for the information of the Board. i)AUDIT COMMITTEE

Audit Committee of the Board inter alia provides re-assurance to the Board on theexistence of an effective internal control environment that ensures:-(a) Overseeing theCompany's financial reporting process and the disclosures of its financial information toensure that the financial statements are correct sufficient and credible.

(b) Compliance with Listing and legal requirements concerning financial statements.

(c) Recommending to the Board the appointment/re-appointment of Statutory Auditorsfixation of their Audit Fees and approving payments made for any other services renderedby them.

(d) Reviewing with the Management the Quarterly and the Annual Financial Statementsbefore submission to the Board for approval.

(e) Reviewing with the management the performance of the Statutory Auditors and theadequacy of internal control function.

(f) Discussion with the Statutory Auditors before the audit commences about the natureand scope of audit as well as post-audit discussions to ascertain any area of concern.

(g) Reviewing the Internal Audit function and the progress in the implementation ofrecommendations contained in the Internal Audit Report.

(h) Efficiency and effectiveness of operations.

(i) Valuation of undertakings or assets of the Company wherever it is necessary. (j)Reliability of financial and other management information and adequacy of disclosures.

(k) Compliance with all relevant statutes.

(l) Approval or any subsequent modification of transactions of the Company with RelatedParties. (m) Reviewing the functioning of Whistle Blower mechanism.

The Composition of the Audit Committee as on 31.03.2015 is as follows:-

Name of the Director Chairman/ Member Category
Mr. A. K. Ghosh Chairman Non Executive & Independent
Mr. V. N. Agarwal Member Non Executive & Promoter
Mr. G. K. Agarwal Member Non Executive

During the Financial Year 2014-2015 Four Audit Committee Meetings were held and theAttendance of the Members at the said Meetings is given below:-

Name of the Director No. of meetings attended
Mr. A. K. Ghosh 4
Mr. V. N. Agarwal 4
Mr. G. K. Agarwal 4

ii) STAKEHOLDERS RELATIONSHIP COMMITTEE

The Stakeholders Relationship Committee oversees redressal of Shareholders/Investorgrievances relating to transfer of shares non-receipt of Balance Sheet etc.

During the year ended 31st March 2015 no complaints/queries were received and nocomplaint/query was pending to be resolved as on 31st March 2015. There were no transferof shares pending for registration as on 31st March 2015 and all transfers if any hadbeen effected within a period of 15 days from the date of their lodgement. iii) NOMINATIONAND REMUNERATION COMMITTEE

The terms of reference of Nomination and Remuneration Committee involves:-

(a) Formulation of criteria for determining qualifications positive attributes andindependence of Director. (b) Identifying persons who are qualified to become Directorsand who may be appointed in Senior Management in accordance with the criteria laid downand recommend to the Board their appointment and removal.

The Criteria for performance evaluation of Independent Directors is given below:-

(a) Updated on skills knowledge familiarity with the Company its business and theexternal environment in which it operates.

(b) Participates in development of strategies.

(c) Committed to the fulfillment of Directors obligations and fiduciaryresponsibilities.

(d) Quality of analysis and judgment related to progress opportunities and need forchanges.

(e) Contributes adequately to address the top management issues.

(f) Considers adequately before approving any Related Party Transactions

(g) Acts within authority and assists in protecting the legitimate interests ofCompany Shareholders and its employees.

(h) Ensures that vigil mechanism has been properly implemented and monitored.

(i) Reports concerns about unethical behavior actual or suspected fraud or violationof the Company's Code of Conduct or Ethics Policy.

(j) Does not disclose confidential information commercial secrets technologiesunpublished price sensitive information unless such disclosure is approved by the Board orrequired by law.

Apart from Sitting Fees no other remuneration is paid/payable to the Non-ExecutiveDirectors. Sitting fees paid to the Non-Executive Directors for the financial year ended31st March 2015 were as follows:-

Name of the Director Sitting Fees paid
Mr. V. N. Agarwal Rs. 4000/-
Mr. A. K. Ghosh Rs. 4000/-
Mr. G. K. Agarwal Rs. 4000/-

ACKNOWLEDGEMENTS

Your Directors would like to thank shareholders bankers and all other businessassociates for the continuous support given by them to the Company and their confidence inits management.

FOR AND ON BEHALF OF THE BOARD
V. N. AGARWAL
Place: Kolkata G. K. AGARWAL
Date: 27th May 2015 DIRECTORS