REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31ST MARCH 2018.
To The Members
Your Directors present the 70th Annual Report and Audited Accounts of theCompany for the year ended 31st March 2018.
|FINANCIAL RESULTS || ||Rs.in lacs |
| ||Year ended 31/03/2018 ||Year ended 31/03/2017 |
|Gross Sales ||- ||- |
|Profit before Interest Depreciation and Tax ||(20) ||(208) |
|Interest ||- ||- |
|Profit before Depreciation and Tax ||(20) ||(208) |
|Depreciation ||383 ||382 |
|Profit/(Loss) before Exceptional items & Tax ||(403) ||(590) |
|Exceptional Items ||- ||- |
|Taxation (Prior years adjustments) ||(-) ||(-) |
|Profit/(Loss) After exceptional items and Tax ||(403) ||(590) |
|Surplus(Deficit) from Previous Year ||(64085) ||(63495) |
|Profit/(Loss) available for Appropriation ||(64488) ||(64085) |
PERFORMANCE AND PROSPECTS
(a) The lockout declared w.e.f. 15th November 2009 is continuing and is inforce. There were no manufacturing operations during the year; however the essentialservices remain in operation.
(b) The Company had entered into an Agreement for Sale with a developer in year 2007for its 339 acres of land out of which possession of non-colony land of 272 acres wasgiven to the developer pursuant to AAIFRs order in year 2010. Subsequently in theyear 2011 Hon. Bombay High Court set aside the AAIFR order. Hon Supreme Court upheldBombay High Court order in the year 2012. The possession is continuing with developer. Theproceeding instituted by the said developer under Arbitration Act for specificperformance is pending adjudication. Meanwhile on 1st Dec 2016 on the effective date ofthe SICA Repealed Act the said developer executed the conveyance deed of the subjectLand using the Power of Attorney given simultaneously with signing the Agreement for Salein March 2007. The contention of the company is that the said Agreement for sale becamevoid and accordingly the Power of Attorney stood revoked. The Company had filed itscounter claim before the
Arbitration Tribunal for cancellation of the deed of Conveyance illegally executed bythe Developer and also for repossession of Land. Pending outcome of litigation no effectis given in these accounts.
(c) In a pending litigation related to water charges a non disposal undertaking hasbeen given by the Company to Hon. Bombay High Court in respect of 103 acre of land(excluding 339 acres for land covered under Agreement for Sale referred above).
(d) Certain Financial / Operational creditors have initiated corporate insolvencyprocess under the provisions of the insolvency and bankruptcy code 2016 against theCompany and the matter is pending admission before the National Company Law Tribunal(NCLT).
(e) The equity shares of the Company has compulsorily de-listed by BSE Ltd. w.e.f. 4thJuly2018 and NSE has proposed to delist it w.e.f. 8th August2018 from theirrespective exchanges. The Company is in the process of seeking opinion on the legality ofthe aforesaid action and re-listing of its Shares.
In view of the unavailability of the profit the Directors regret their inability torecommend any dividend for the year ended 31st March 2018.
During the year the company has not issued any shares.
EMPLOYEE STOCK OPTION PLAN
No shares have been allotted under the ESOP till date. The Company has not granted anystock options during the financial year ended 31 st March 2018.
SUBSIDIARIES JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR:
The Company has no subsidiaries joint ventures. The Details of the associatedcompanies have been disclosed in the Extract of MGT 9 which is provided as enclosure inthis report.
RISK & MITIGATION
The Company has identified various risks faced by the Company from different areas. Asper the provision of the Companies Act 2013 and SEBI(Listing Obligations and DisclosureRequirement) Regulation2015 the Board has adopted a risk management policy whereby aproper framework is set up. Appropriate structures are present so that risks areinherently monitored and controlled. A combination of policies and procedures attempts tocounter risk as and when they evolve.
TRANSFER OF AMOUNTS TO INVESTOR EDUCATION AND PROTECTION FUND
Your Company did not have any funds lying unpaid or unclaimed for a period of sevenyears. Therefore there were no funds which were required to be transferred to InvestorEducation and Protection Fund (IEPF).
DISCLOSURE OF VARIOUS POLICIES:
The Board has approved various policies in their meeting so that the Committees workeffectively and in accordance with the provisions as stipulated in the Policies. Variouspolicies as approved by the Board are posted in the Website of the Company.
The Board has on the recommendation of the Nomination & Remuneration Committeeframed a policy for selection and appointment of Directors Senior Management and theirremuneration. The Remuneration Policy is posted in the Website of the Company.
Risk Management Policy: [Section 134 (3)(n)]
The Company has implemented Risk Management Policy and the Board of Directors hasprepared a comprehensive framework of risk management for assessment of risks and todetermine the responses to these risks so as to minimize their adverse impact on theorganization. The policy as approved by the Board of Directors is uploaded on theCompanys website.
Vigil Mechanism / Whistle Blower Policy
In order to ensure that the activities of the company and its employees are conductedin a fair and transparent manner by adoption of highest standards of professionalismhonesty integrity and ethical behavior the company has adopted a vigil mechanism policy.The aim of the policy is to provide adequate safeguards against victimization of whistleblower who avails of the mechanism and also provide direct access to the Chairman of theAudit Committee in appropriate or exceptional cases.
Accordingly Whistle Blower Policy has been formulated with a view toprovide a mechanism for the Directors and employees of the Company to approach the EthicsCounsellor or the Chairman of the Audit Committee of the Company.
The purpose of this policy is to provide a framework to promote responsible and securewhistle blowing. It protects employees willing to raise a concern about seriousirregularities within the Company.
This policy posted on the website of company.
Pursuant to the provisions of the Companies Act 2013 and regulation 17 of (ListingObligations and Disclosure Requirement) Regulation2015 performance evaluation of theBoard its Committees and the Independent Directors was carried out. The manner inwhich the evaluation is carried out has been explained in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS
Pursuant to and for compliance of Section 152 (6) of Companies Act 2013 Shri G.P.Goenka would retire from the office by rotation and being eligible offers himself forre-appointment.
DETAILS KEY MANAGERIAL PERSONNEL:
The following persons were formally appointed/ designated as Key Managerial Personnelof the Company in compliance with provisions of Section 203 of the Companies Act 2013.
1. Mr. Arun Jain - Managing Director
2. Mr. M.C. Nalwaya - Chief Financial Officer
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors undersub-section (7) of Section 149 of the Companies Act 2013.
DIRECTORS RESPONSIBILITY STATEMENT
As required under Section 134 (5) of Companies Act 2013 given below is theDirectors Responsibility Statement; The Board of Directors state: i) that in thepreparation of the Annual Accounts for year ended 31st March 2018 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any; ii) that the Directors had selected such accountingpolicies and applied them consistently and made judgments and estimates that arereasonable and prudent so as to give a true and fair view of the state of affairs of theCompany at the end of Financial year as on 31st March 2018 and of the loss ofthe Company for that period; iii) that the Directors had taken proper and sufficient carefor the maintenance of adequate accounting records in accordance with the provisions ofthis Act for safeguarding the assets of the Company and for preventing and detecting fraudand other irregularities;
iv) that the Annual Accounts for the year ended 31st March 2018 had beenprepared on a "going concern" basis.
v) that the Directors had laid down proper internal financial controls to be followedby the company and they were adequate and operating effectively and
vi) that the Directors had devised proper systems to ensure compliance with theprovisions of all applicable laws and such systems were adequate and operatingeffectively.
Adequate safety measures and safe working practices have been implemented to ensuresafety of workforce plant and machinery as well as of the environment.
Industrial Relations during the year under review continued to remain cordial andpeaceful.
The Company has not accepted any deposits from the public under Section 73 of theCompanies Act 2013.
Since the plant is not in operation during the year. If required Exemption from theCost Audit is being applied for the year ending 31st March 2018 with theCentral Government.
M/s Bagaria & Co LLP Chartered Accountant (firm registration no113447W/W10019. wasappointed as statutory Auditors of the company for a period of five conclusion of 70thAnnual General Meeting till the Conclusion of 74th Annual General Meeting(subject to ratification of the appointment by the members at every AGM). Due to recentamendment of Companies Act 2013 dated 7th May 2018 the ratification ofappointment at every
AGM is not required.
Management clarifications to the Auditors Qualifications are given in the NotesNo.25(a)(b)26(a)(b)(c) 28(b) 29(a) (b) are self explanatory.
M/s Goyal Shashikant & Co. Chartered Accountants were appointed as InternalAuditors of the company for the year 2017-18
The Board had appointed M/s V.P. Dubey Practising Company Secretary to conductSecretarial Audit for the financial year 2017-18. The Secretarial Audit Report for thefinancial year ended March 31 2018 is annexed herewith marked as "Annexure - I"to this Report. Explanation to the remarks of secretarial Auditors are as under:
|Secretarial Auditors Remark ||Directors explanation |
|1 The Company has not appointed Compliance Officer being qualified Company Secretary in terms of Regulation 6 of SEBI (LODR) Regulation 2015 ||The Company made its best efforts to appoint company Secretary but could not get the right candidate for appointment of Company Secretary as Compliance Officer |
|2 In terms of Regulation 14 of SEBI (LODR) Regulation 2015the Company has not paid Annual listing fees of Exchanges (BSE Ltd & NSE) for the year 2017-18 ||On account of lock-out and non-operation of business activity resulting in huge losses and financial crunch the company could not pay listing fee and fine to the Exchanges. |
Corporate Social Responsibility
The company has incurred losses over the years. Due to average net profit of last threeyears being negative your Company has not formed the CSR committee and is not required tospend any amount of CSR activities during the year.
Related Party Transaction
There were no contracts or arrangements entered into by the company in accordance withprovisions of section 188 of the Companies Act 2013. All material related partytransactions that were entered into during the financial year were on an arms lengthbasis and were in the ordinary course of business. There are no materially significantrelated party transactions made by the Company with Promoters Directors Key ManagerialPersonnel or other designated persons which have a potential conflict with the interest ofthe Company at large. Thus disclosure in Form
AOC-2 is not required.
None of the Directors has any pecuniary relationships or transactions vis--vis thecompany. Suitable disclosure as required by the Accounting Standard (AS 24) has been madein the notes to the Financial Statements. The policy on Related Party Transactions asapproved by the Board is being uploaded on the Companys website.
MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR UNDERREVIEW AND THE DATE ON THIS REPORT.
No material changes and commitments have occurred between the end of the financialyearunder review and the date of this report.
Internal financial Control system and their adequacy
The Company has in place internal financial control systems commensurate with the sizeand complexity of its operations to ensure proper recording of financial and operationalinformation and compliance of various internal controls and other regulatory and statutorycompliances.
The Audit Committee comprises Independent Directors namely Ms. Savita Acharya Ms.Rasika Nakhawa and Managing Director Mr. Arun Jain as Members. During the year there areno instances where the Board had not accepted the recommendations of the Audit Committee.
The Audit Committee has also been delegated the responsibility for monitoring andreviewing risk management assessment and minimization procedures developingimplementing and monitoring the risk management plan and identifying reviewing andmitigating all elements of risks which the Company may be exposed to. The Board alsoreviews the risk management assessment and minimization procedures. Further in accordancewith Regulation 21 of SEBI (Listing Obligations and Disclosure Requirement) Regulation2015 a risk management Committee has also been formed which also oversees the riskmanagement of the Company.
The Vigil Mechanism of the Company which also incorporates a whistle blower policy interms of the Listing Agreement includes an Ethics & Compliance Task Force comprisingof Directors senior executives of the Company. Protected disclosures can be made by awhistle blower through an email or on telephone line or a letter to the Task Forceor to the Chairman of the Audit Committee.
Meetings of the Board
Four meetings of the Board of Directors were held during the year. For further detailsplease refer report on Corporate Governance of this Annual Report.
Particulars of Loans given Investments made Guarantees given and Securities provided
During the year the Company has not given loans directly or indirectly to any personor other body corporate or given any guarantee or provided any security in connection witha loan to any other body corporate or person. The details of the investments covered underthe provisions of Section 186 of the Companies Act 2013 are given in the FinancialStatements.
STATEMENT PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT2013 READ WITH RULE 8(3)OF THE COMPANIES (ACCOUNTS) RULES2014 ON CONSERVATION OF ENERGY TECHNOLOGY ABSORPTIONFOREIGN EXCHANGE EARNINGS & OUTGOINGS
Since the plant is not in operation during the year the information on the energyconservation and technology absorption by the company and foreign exchange earnings andoutgo as required under rule 8(3) of the Companies (Accounts) Rules 2014 are notprovided.
Extract of Annual Return
Form MGT-9 providing extract of the Annual return in terms of Section 92 of theCompanies Act 2013 and the rules made there under is annexed as Annexure II to thereport.
MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:
There are no significant and material orders passed by the regulators or impacting thegoing concern status and companys operations in future.
PARTICULARS OF EMPLOYEES
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel)Rules 2014 and forming part of the Directors Report for the year ended 31st March2018 is as follow. The information required under Section 197 of the Companies Act 2013read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014 are given below:
(i) The ratio of the remuneration of each director to the median remuneration of theemployees of the company for the financial year;
As Directors are not paid any remuneration except the sitting fees hence this clauseis not applicable.
(ii) The percentage increase in remuneration of each director Chief ExecutiveOfficer Chief Financial Officer Company Secretary in the financial year;
|Directors* Chief Executive Officer Chief Financial Officer and Company Secretary ||% increase in the remuneration in the financial year |
|Mr. Arun Jain Managing Director ||Nil |
|Mr. Mahavir Nalwaya CFO ||Nil |
(iii) The percentage increase in the median remuneration of employees in the financialyear: Nil
(iv) The number of permanent employees on the rolls of company 1848 as on 31stJuly 2018.
(v) average percentile increases already made in the salaries of employees other thanthe managerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration; Theaverage annual increase was around - Nil
(vi) The key parameters for any variable component of remuneration availed by thedirectors; Nil
(vii) Affirmation that the remuneration is as per the remuneration policy of thecompany
The Company affirms that the remuneration is as per the remuneration policy of theCompany.
(viii) Mr. Arun Jain Managing Director whose Managerial Remuneration was Rs. 181.74Lac per annum (for the FY 2017-18) as approved by the members in earlier AGM. There are noother employees employed throughout the year were in receipt of remuneration of Rs. 102lacs per annum or more or Rs. 8.5 lacs per month if employed for the part of the year.
Environment and Pollution Control
Top priority continues to be given to preservation of the environment by all the unitsof the Company. To combat pollution and strengthen the area ecology considerable emphasisis placed on plantation of fragrant and shady trees which shall protect and promote theenvironment by complying with applicable environmental regulations and preventingpollution in all its operations.
MANAGEMENTS DISCUSSION AND ANALYSIS REPORT
In compliance with regulation 34(2) (e) of SEBI(Listing Obligations and disclosureRequirements) Regulations2015 a separate section on Management Discussions and AnalysisReport which also includes further details on the state of affairs of the Company andCorporate Governance as approved by the Board of Directors forms part of this report.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance along with Compliance Certificate from the PracticingCompany Secretaries is annexed hereto and forms part of this report.
Disclosure pursuant to the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013.
As per the provisions of the Sexual Harassment of Women at Workplace (PreventionProhibition and Redressal) Act 2013 the Company has constituted Committees in the nameof "Internal Complaints Committee" for the Registered Office & Units of theCompany. During the Financial Year 2017-18 there were no cases filed under the said Act.
MANAGING DIRECTOR/ CHIEF FINANCIAL OFFICER COMPLIANCE CERTIFICATE
Certificate by the Managing Director and Chief Financial Officer pursuant to SEBI(Listing Obligations and Disclosure Requirements) Regulations 2015 for the financial yearended 31st March2018 is provided in Corporate Governance Report.
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:
1. Issue of equity shares with differential rights as to dividend voting or otherwise.
2. Issue of shares (including sweat equity shares) to employees of the Company underany scheme save and except ESOS referred to in this Report.
WEBSITE OF THE COMPANY
The Company maintains a website www.nrclimited.com where detailed information ofthe company and its products are provided.
Your Company and its Directors acknowledge with gratitude the support received from theGovernment Agencies Financial Institutions Banks Investors Business Associates andEmployees of the Company and look forward to their continued support.
| ||For and on behalf of the Board of Directors |
|Place: Mumbai ||G. P. GOENKA |
|Date: 08-08-2018 ||Chairman |