The Members of
N. R. INTERNATIONAL LIMITED
Your Directors present the 25th Annual Report together with the AuditedStatement of Accounts of the Company for the year ended March 31 2016.
The performance of the Company for the financial year ended 31st March 2016is summarized below:
| ||As at 31.03.2016 ||As at 31.03.2015 |
| ||(Rs.) ||(Rs.) |
|Revenue from Operation ||67469630 ||176765246 |
|Other Income ||932435 ||51561507 |
|Total Revenue ||68402065 ||228326753 |
|Profit before depreciation interest and tax ||2470019 ||16521921 |
|Less: Interest & Finance Charges ||110293 ||285470 |
|Profit before Depreciation and Tax ||2359726 ||16236451 |
|Less: Depreciation ||1625164 ||6890837 |
|Profit before Tax ||734562 ||9345614 |
|Less: Provision for Taxation ||139971 ||1648313 |
|Deferred Tax ||(1317641) ||(1310335) |
|Income Tax for earlier years ||161025 ||0 |
|Profit after Tax ||1751207 ||9007636 |
|Add: Surplus / (Loss) brought forwards previous year ||(1239522) ||(12831875) |
|Transfer from reserves ||0 ||2584717 |
|Surplus / (Loss) carried to Balance Sheet ||511685 ||(1239522) |
Viewed from the curtailed revenue in order to continue conserving the presentlyexisting resources for operational requirements your Directors do not recommend anydividend for the year under review and are confident of receiving your whole heartedsupport for this proposal.
REVIEW OF OPERATION
Your company is doing well in the business keeping its pace of earning profits. Yourcompany has achieved a turnover of Rs. 6.75 crores during the year which is reduced fromthe previous year due to stress in the economy and continued slow down of business. Yourcompany has earned a Profit before tax of Rs. 0.07 crore during the financial year.
The company is planning to increase the volume of business for cargo handling andtransportation by adding more and more clients. Your directors are confident of increasethe revenues during the years to come.
The paid up equity capital as on March 31 2016 was Rs. 1067.44 Lacs and AuthorisedCapital of the Company is 1200.00 Lacs. During the year under review the Company has notissued any bonus shares sweat equity shares or shares under stock option.
SUBSIDIARY / ASSOCIATE COMPANY
The Company does not have any subsidiary associate and joint ventures.
Your directors has immense pleasure to inform you that your company does not have anydues to the banks and other financial institutions. The existing operations are beingcarried out of internal accruals and your company does not require any financialassistance from any banks or financial institutions at present.
The Company is engaged only in one segment i.e. Cargo Handling and Transportation.
Your company has not accepted any deposits under section 73 of the Companies Act 2013during the year and there is no outstanding amount of principal or interest as on the dateof the balance sheet.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has no amount lying under unpaid dividend or unpaid interest account orsuch other amount as mentioned under section 125 of the Companies Act 2013 and hence noamount 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 ofsection 186 of the Companies Act 2013 during the year under review. However the companyhas given guarantee for loans availed by M/s Surya Sponge Iron Ltd amounting to Rs. 14.65crores during the previous years which is neither a group company nor related party. Thedetails of other loans given by the company and investments made by it are given in thenote nos. 11 and 16 to the Financial Statements.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANYOCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATEAND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Companyoccurred between the end of the financial year to which these financial statements relateand on the date of this report
EXPANSION AND MODERNISATION
Your Company has at present no plans for Expansion and Modernization. It is mainlyconcentrating on the operation of the existing business. No major capital expenditure isplanned in the immediate following years.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company remains committed to maintain high standards of internal control designedto 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 wellas compliance with laid down system and policies are comprehensively and frequentlymonitoring by your companies management at all levels of organization. The AuditCommittee which meets at least four times a year actively reviews internal controlsystem as well as financial disclosures.
PARTICULARS OF EMPLOYEES
Your Directors place on record the sense of appreciation for the valuable contributionmade by the staff members of the Company and hope that their continued support will helpin achieving the goals of the Company.
In accordance with the requirement of Section 197 of the Companies Act 2013 read withRule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014 it is stated that no employee of the Company is drawing remuneration in excess of thelimits set out in the said rule.
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES 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 andDirectors is attached as Annexure A'.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Pursuant to the provision of Section 152 of the Companies Act 2013 Mr. Nirmal Modi(DIN: 00268371) Director of the company retires by rotation at the ensuing Annual GeneralMeeting and being eligible offer himself for re-appointment as Director of the Company.
The Board recommends his re-appointment. As required under the provision of SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 and Companies Act2013 brief profile and other details of Mr. Nirmal Modi are provided in the notice ofAnnual General Meeting.
As required under the provision of Sec 203 of the Companies Act 2013 Key ManagerialPersonnel namely Managing Director CFO and Company Secretary continue to hold that officeas on the date of this report.
COMPANY'S POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION ETC.
Under section 178 of the Companies Act 2013 the Company has prepared a policy onDirector's appointment and remuneration. The Company has also laid down criteria fordetermining qualification positive attributes and independence of Director. The same isuploaded on the website of the company at www.nrinternationalltd.in.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR.
The Familiarization programme about roles rights and responsibilities of IndependentDirectors in the Company nature of industry in which the Company operates business modelof the Company etc is under process
Pursuant to provision of the Companies Act 2013 and SEBI (LODR) Regulations 2015 theBoard has carried out an evaluation of its own performance the directors individually aswell as the evaluation of the working of its Audit Nomination & RemunerationCommittee. The manner in which the evaluation has been carried out has been explained inthe Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTOR(S) AND RE- APPOINTMENT
A declaration by Independent Director(s) that they meet the criteria of independence asprovided in sub-section (6) of Section 149 of the Companies Act 2013 has beenreceived from all Independent Directors. Based on the declarations of IndependentDirectors the Board of Directors recorded its opinion that all Independent Directors areindependent of the Management and have fulfilled the conditions as specified in theCompanies Act 2013 rules made thereunder as well as relevant provisions of Regulation16(1)(b) of SEBI (LODR) Regulations 2015. An independent director shall hold office for aterm up to five consecutive years on the Board of a Company but shall be eligible forreappointment for next five years on passing of a special resolution by the Company anddisclosure of such appointment in the Board's report.
NUMBER OF MEETING OF THE BOARD
During the year Four Board meetings were convened and held. The details of which aregiven in the Corporate Governance Report in terms of Securities and Exchange Board ofIndia (LODR) Regulations 2015 which is annexed to this report.
COMMITTEE OF THE BOARD
The company has three Board Committees :
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
The composition of various committees of the Board of Directors is available on thewebsite of the company at www.nrinternationalltd.in.
M/s Agarwal Vishwanath & Asosciates Chartered Accountants (FRN 323024E) Auditorsof the Company were appointed as Statutory Auditors of your Company at the 23rd AnnualGeneral Meeting held on 27th September 2014 for a consecutive term of fiveconsecutive years. As per the provisions of Section 139 of the Companies Act 2013 theappointment of Auditors is required to be ratified by Members at every Annual GeneralMeeting.
A certificate have been received from them to the effect that their appointment asAuditors would be in accordance with the provisions of Section 139 and 141 of theCompanies Act 2013 and rules made thereunder for the Financial Year 2016-2017.
The Notes on the financial statements referred to in the Auditor's Report areself-explanatory and do not call for any further comments. The Auditor's Report does notcontain any qualification reservation or adverse remark.
Pursuant to provision of Section 204 of the Companies Act 2013 and the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 the Company hasappointed Mr. B K Barik & Associates Practising Company Secretary to conduct theSecretarial audit for the Financial Year 2015-16. The Secretarial Audit Report for theFinancial Year 2015-16 is annexed herewith as "Annexure B".
The Secretarial Audit Report does not contain any qualification reservation or anyadverse remark.
In terms of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies(Accounts) Rules 2014 M/s. T.C. Mahavar & Co. Chartered Accountants are appointed asInternal Auditors of the Company and their report is reviewed by the Audit Committee fromtime to time.
INTERNAL FINANCIAL CONTROL
In order to align with the requirements of Section 134(5)(e) of the Companies Act 2013the existing financial control system has been revised and strengthened wherever requiredand the system ensure adequate financial control financial reporting and timelypreparation of reliable financial statements. The detail in respect of Internal FinancialControl and their adequacy are included in the management discussion and analysis whichform part of this report.
EXTRACT OF ANNUAL RETURN
The details forming part of the extract of the Annual Return in Form MGT-9 is annexedherewith 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 havemade 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 statethat : i. In the preparation of the annual accounts the applicable accounting standardshad been followed along with proper explanation and there are no material departures; ii.The directors have selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the company for the year under review;` iii. The directors had 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 had preparedthe annual accounts on a going concern basis. v. The directors had laid down internalfinancial controls to be followed by the company and that such internal financial controlsare adequate and are operating effectively and vi. The directors have devised propersystem to ensure compliance with the provision of all applicable laws and that suchinternal financial controls are adequate and operating effectively.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTIONPROHIBITION AND REDRESSAL) ACT 2013
In order to prevent sexual harassment of women at workplace the Company has adopted apolicy for prevention of Sexual Harassment of Women at workplace and has set up anInternal Complaints Committee under the Sexual Harassment of Women at Workplace(Prevention Prohibition and Redressal) Act 2013 to look into complaints relating tosexual harassment at workplace of any woman employee. During the year under review theCompany has not received any complaint under the said policy.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year under review bythe 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 withPromoters Key Managerial Personnel or other designated persons which may have potentialconflict with interest of the Company at large.
All related party transactions are placed before the Meetings of Audit Committee forapproval. The policy on materiality of and dealing with Related Party transactions asapproved by the Board is uploaded on the Company's website and same is available at thefollowing weblink http://www.nrinternationalltd.in/policy.html. Prior omnibus approval ofthe Audit Committee is obtained for transactions which are of a foreseen and repetitivenature.
A particular of Contracts/Arrangements entered into with related parties is attached inform 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 Memberof 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 withthe Code.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (10) of the Companies Act 2013 andRegulation 22 of SEBI (LODR) Regulations 2015 the Company has established a vigilmechanism/ Whistle Blower Policy. Protected disclosure can be made by a whistle blowerthrough an e-mail or a letter to the Chairman of the Audit Committee.
PREVENTION OF INSIDER TRAINING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a viewto regulate trading in securities by the Directors and designated employees of theCompany. The code requires pre-clearance for dealing in the Company's shares and prohibitsthe purchase or sale of Company's shares by the Directors and designated employees whilein possession of unpublished price sensitive information in relation to the Company andduring the period when Trading Window is closed. The Board is responsible forimplementation of the Code. All Board Directors and the designated employees haveconfirmed compliance with the Code.
PRATICULARS 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 |
FOREIGN EXCHANGE EARNING AND OUT GO
|a. Foreign Exchange Earning ||: NIL |
|b. Foreign Exchange out go ||: NIL |
During the year under review your company enjoyed relationship with workers andemployees at all levels.
The Corporate Governance and Management Discussion and Analysis Report which form anintegral part of this Report are set out as separate Annexure together with theCertificate from the Auditors of the Company regarding compliance with the requirement ofthe Corporate Governance as stipulated in Para E of Schedule V of SEBI (ListingObligations and Disclosure Requirements) Regulations 2015.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions ofcorporate governance as stipulated in Para E of Schedule V of the SEBI (ListingObligations and Disclosure Requirements) Regulations 2015 is annexed herewith as"Annexure E".
LISTING WITH STOCK EXCHANGES:
The Company confirms that it has paid the Annual Listing Fees for the year 2016-2017 to
BSE where the Company's Shares are listed. Your company has entered in new listingagreement with BSE Ltd in compliance with regulation 109 of the Listing Regulations 2015.
The Company will provide e voting facility to all members to enable them cast theirvotes electronically on all resolutions set forth in the notice. This is pursuant to Sec108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration)Rules 2014 and Regulations 44 of Securities and Exchange Board of India (LODR) Regulations2015
WEBSITE OF THE COMPANY
The company maintains a website www.nrinternationalltd.in where detail information ofthe company are posted as per statutory requirement.
Your Directors would like to express their sincere thanks to various State and CentralGovernment Department bankers Consultants Advisors shareholders and Investors fortheir valuable co-operation and continued support throughout the year to the Company. YourDirectors would also sincerely acknowledge the significant contribution made by theExecutives 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 2016 ||Chairman |
|Place: Kolkata ||DIN: 00268371 |
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIALPERSONNEL) RULE 2014
1. The Ratio of Remuneration of each Director to the median remuneration of theEmployee and percentage increase in remuneration of Director CFO AND CS
|Sr. No. ||Name ||Designation ||Remuneration paid for FY 2015-16 (Rs.) ||Remuneration paid for FY 2014-15 (Rs.) ||% increase in remuneration in the FY 2015-16 ||Ratio/ Times per median of employee remuneration |
|1 ||Mr. Deepak Agarwal ||Managing Director ||300000.00 ||300000.00 ||NIL ||3.40 |
|2. ||Mr. Nirmal Modi ||Chief Financial Officer ||300000.00 ||300000.00 ||NIL ||3.40 |
|3. ||V.K.Srivastav ||Independent Director ||NIL ||NIL ||NIL ||NIL |
|4. ||Mr. Rajendra Singh ||Independent Director ||NIL ||NIL ||NIL ||NIL |
|5. ||Mrs. Amita Agarwal ||Independent Director ||NIL ||NIL ||NIL ||NIL |
|6. ||Pooja Singh ||Company Secretary ||195000.00 ||New Incumbent ||N.A ||N A. |
2. Percentage increase in median remuneration:
|Median remuneration of employees in FY 2015-16 ||Median remuneration of employees in FY 2014-15 ||Percentage Increase/Decrease |
|(Rs.) ||(Rs.) || |
|87336 ||68400 ||27.68% |
3. No. of permanent employees as on 31.03.2016: Total - 17 Employees
4. Relationship between average increase in remuneration and Company's performance:There is no direct relationship between average increase in remuneration and Company'sperformance
5. Comparison of remuneration of KMP remuneration against the performance of theCompany:
6. The KMP remuneration is not related to Company's performance. They are paid as pertheir terms of appointment.
7. Variation in market capitalization PE ratio:
|Particular ||As on 31.03.2016 ||As on 31.03.2015 ||As on last public offer ||Percentage increase |
|Market capitalization of the Company ||Rs. 34051320 ||Rs. 60417076 || || |
|PE ratio ||19.93 ||8.20 || || |
|Market quotation of equity shares ||Rs. 3.19 ||5.95 || || |
8. Comparison between average percentile increase in salaries of employees (excludingmanagerial personnel) and percentile increase in managerial remuneration:
|Average percentile increase in salaries of employees other than managerial personnel in FY. 2015-16 ||Percentile increase in managerial personnel remuneration in FY 2014-15 ||Justification |
|1.99 % ||NIL ||NA |
9. The key parameters for any variable component of remuneration availed by Director:No variables component in the remuneration paid to Directors.
10. There was no employee who received remuneration in excess of the highest paiddirector in FY 2015-16
11. This is to affirm that the above information is as per the Remuneration policy ofthe Company.
| ||For and on behalf of Board of Director |
| ||Sd/- |
|Place: Kolkata ||Nirmal Modi |
|Date: May 30 2016 ||Chairman |