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Northern Project Ltd.

BSE: 508924 Sector: Agri and agri inputs
NSE: N.A. ISIN Code: INE01CZ01010
BSE 05:30 | 01 Jan Northern Project Ltd
NSE 05:30 | 01 Jan Northern Project Ltd

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 2018.

COMPANY PERFORMANCE
2017-2018 2016 - 2017
FINANCIAL RESULTS Rs. Rs.
Total Revenue 3409198 3701533
Net Profrt/(Loss) before Tax 252056 (47645189)
Less: Provision for Taxation 31000 94498
Net Profit/(Loss) after Tax 221056 (47739687}
Add : Opening Balance in Statement of Profit & Loss 109652378 157392065
Less: Transferred to RBI Reserve Fund 44211 -
Closing Balance 109829223 109652378

DIVIDEND

The Directors have considered to plough back the profit in business for betterfinancial strength and as such they have not recommended any dividend for the year underreview.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

As required under Regulation 34(3} of SEBI (LODR) Regulations 2015 the ManagementDiscussion and Analysis Report for the year under review is appended below:

A. BUSINESS

Your Company is engaged in the business of exporting tea. However the said business ispresently under suspension. In addition to it the Company is also engaged in operationsrelating to Investment and Finance activities and is registered with RBI as a NBFCforthesaid purpose.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The Board of your Company continuously reviews its operations for its long term growth.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect continuous improvement in its operations.However the Company is exposed to threats and risks as faced by other organizations ingeneral and those engaged in similar business like adverse changes in the generaleconomic and market conditions changes in Government policies and regulations etc.

D. INTERNAL CONTROL SYSTEM

The Company has Internal control procedures commensurate with the nature of itsbusiness and size of its operations. The objectives of these procedures are to ensureefficient use and protection of Company's resources accuracy in financial reports and duecompliance of applicable statutes and Company's norms policies and procedures.

The Internal Audit Report the progress in implementation of recommendations containedin such reports and the adequacy of Internal Control Systems are reviewed by the AuditCommittee of the Board in its periodical meetings.

E. HUMAN RESOURCES

The employees of the Company are committed towards the growth of the Company and therewas no loss of work or any problem during the year with respect to them.

DIRECTORS

Mrs. Premlata Agarwal Director retires by rotation at the ensuing Annual GeneralMeeting (AGM) and being eligible offers herself for re-appointment. Her Brief Resume isattached to the Notice of the ensuing AGM.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2017-18 Four {4} Board Meetings were held on 30thMay 2017 13th September 201710th November 2017 and 12thJanuary 2018.

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 ended 31stMarch 2018 the applicable accounting standards had been followed along with properexplanation relating to material departures;

(b) the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that were reasonable and prudent so as to give a true andfair view of the state of affairs of the Company at the end of the financial year and ofthe profit or loss of the company for that 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 be followed by thecompany and that such internal financial controls are adequate and were operatingeffectively; and

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

BOARD EVALUATION

Pursuant to the provisions of the Companies Act 2013 the Board has evaluated theeffectiveness of its functioning and that of the Committees and of Individual Directors byseeking inputs on various aspects of Board/Committee Governance and considered anddiscussed in details the inputs received from the Directors.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. G. K. Agarwal who serves as the Chairman of theCommittee and Mr. V. N. Agarwal and Mr. A. K. Ghosh as the other members. All therecommendations made by the Audit Committee during the financial year under review wereaccepted by the Board.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee comprises of Mr. V. N. Agarwal who serves asthe Chairman of the Committee and Mr. A. K. Ghosh and Mr. G. K. Agarwal as the othermembers. The recommendations if any made by this Committee during the financial yearunder review were accepted by the Board.

INDEPENDENT DIRECTORS DECLARATION

The Independent Directors meet the criteria of being Independent as prescribed in theCompanies Act 2013 and an Independency Certificate from them have been obtained.

EXTRACT OF ANNUAL RETURN

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.

STATUTORY AUDITORS

M/s Amitava Sarkar & Co. Chartered Accountants (Firm Registration No. 328605E)continue to act as the Statutory Auditors of the Company as they were appointed as such atthe last AGM of the Company held on 26.09.2017 for a term of 5 years commencing from theFinancial Year 2017-18.

SECRETARIAL AUDITOR

Pursuant to the provisions of Section 204 of the Companies Act 2013 and the Rulesthere under the Board of Directors of the Company has appointed Ms. Rinku GuptaPracticing Company Secretary as the Secretarial Auditor of the Company to conduct theSecretarial Audit for the Financial year 2017-18. The Secretarial Audit Report for theFinancial year ended 31.03.2018 is annexed herewith as Annexure B as part of this Report.

RELATED PARTY TRANSACTIONS

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

Pursuant to the provisions of section 177(9) & {10} of the Companies Act 2013 aVigil Mechanism of Directors and Employees has been established details of which aregiven in the website of the Company.

PARTICULARS OF EMPLOYEES AND RELATED DISCLOSURES

Disclosures in terms of Section 197(12) of the Companies Act 2013 and the rules madethere under 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 Rule 8(3) of the Companies (Accounts) Rules 2014 are not applicable to the company.

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

PLACE: KOLKATA DATE: 30™ MAY 2018

DIRECTORS