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Northern Project Ltd.

BSE: 508924 Sector: Financials
NSE: N.A. ISIN Code: INE01CZ01010
BSE 05:30 | 01 Jan Northern Project Ltd
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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 2019.

COMPANY PERFORMANCE

2018 - 2019 2017 - 2018
FINANCIAL RESULTS Rs. Rs.
Total Revenue 101055 3409198
Net Profit/(Loss) beforeTax (3004226) 252055
Less: Provision for Taxation 145044 31000
Net Profit/(Loss) after Tax (3149270) 221055
Add : Opening Balance in Statement of Profit & Loss 109829222 109652378
Less: Transferred to RBi Reserve Fund - 44211
Closing Balance 106679952 109829222

DIVIDEND

In view of the losses incurred by the Company the Directors have not recommended anydividend for the year under review.

MANAGEMENT DISCUSSION AND ANALYSIS REPORT

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

A. BUSINESS

Your Company was engaged in the business of exporting tea. However the said businessis presently under suspension. The Company is presently engaged in operations relating toInvestment and Finance activities and is registered with RBI as a NBFC for the saidpurpose.

B. REVIEW OF OPERATIONS & FUTURE PROSPECTS

The Board of your Company is exploring alternatives for improving its operations andreduction of losses.

C. OPPORTUNITIES AND THREATS RISKS AND CONCERNS

Your Company's objective is to effect improvement in its operations. The Company isexposed to threats and risks as faced by other organizations in general and those engagedin similar business like adverse changes in the general economic and market conditionschanges 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.

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

Mr. V. N. Agarwal (DIN 00408731) Director retires by rotation at the ensuing AnnualGeneral Meeting (AGM) and being eligible offers himself for re-appointment. His briefresume is attached to the Notice of the ensuing AGM.

Mrs. Premlata Agarwal (DIN 00752110) was appointed as an Executive Director of theCompany for a period of three years commencing from 21st February 2019. Her appointmentis subject to approval of members to be obtained by way of Postal Ballot on 18th May2019.

NUMBER OF BOARD MEETINGS HELD

During the Financial year 2018-19 Seven (7) Board Meetings were held on 8th May 201830th May 2018 11th July 2018 14th August 2018 9th October 2018 11th February 2019and 21st February 2019

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 31st March2019 the applicable accounting standards had been followed along with proper explanationrelating 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

The Board has evaluated the effectiveness of its functioning and that of the Committeesand of Individual Directors by seeking inputs on various aspects of Board/CommitteeGovernance and considered and discussed 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 wereconsidered 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 considered 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 for a termof 5 years commencing from the Financial 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 a Practicing CompanySecretary to conduct the Secretarial Audit of the Company for the Financial year 2018-19.The Secretarial Audit Report for the Financial year ended 31.03.2019 is annexed herewithas 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 for 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 were not applicable to the company during the year ended 31st March 2019.

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 were not applicable to the companyduring the year ended 31st March 2019.

ACKNOWLEDGEMENTS

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

FOR AND ON BEHALF OF THE BOARD

DIRECTORS

PLACE: KOLKATA

DATE: 16th APRIL 2019

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