FOR THE YEAR ENDED 31 ST MARCH 2017.
To The Members
Your Directors present the 69th Annual Report and Audited Accounts of the Company forthe year ended 31st March 2017.
| ||Year ended 31/03/2017 ||Year ended 31/03/2016 |
|Gross Sales ||- ||- |
|Profit before Interest Depreciation and Tax ||(337) ||(367) |
|Interest ||- ||- |
|Profit before Depreciation and Tax ||(337) ||(367) |
|Depreciation ||(382) ||(381) |
|Profit/(Loss) before Exceptional items & Tax ||(719) ||(748) |
|Exceptional Items ||- ||(157) |
|Taxation (Prior years' adjustments) ||(22) ||- |
|Profit/(Loss) After exceptional items and Tax ||(741) ||(906) |
|Surplus(Deficit) from Previous Year ||(63344) ||(62438) |
|Profit/(Loss) available for Appropriation ||(64085) ||(63344) |
PERFORMANCE AND PROSPECTS
(a) The lockout declared w.e.f. 15th November 2009 is continuing and is in force.There were no manufacturing operations during the year; however the essential servicesremain 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 AAlFR's order in year 2010. Subsequently in the year2011 Hon. Bombay High Court set aside the AAIFR order. Hon Supreme Court upheld BombayHigh 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 Meanwhile on 1st Dec 2016 on theeffective date of the SICA Repealed Act the said developer executed the conveyance deedof the subject hand using the Power of Attorney given simultaneously with signing theAgreement for Sale in March 2007. The contention of the company is that the said Agreementfor sale became void and accordingly the Power of Attorney stood revoked. The Company hadfiled its counter claim before the Arbitration Tribunal for cancellation of the deed ofConveyance illegally executed by the Developer and also for repossession of Land. Pendingoutcome of litigation no effect is 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) Company had pledged its Investment of 90 lac equity shares of Andhra Cements Ltd.against a short term loan from a Bank. The said bank had invoked the pledge and informedthat they had disposed some of the shares during the year but did not provide the actualdata. The Company is in the process of seeking opinion on the legality of the aforesaidaction.
(e) The Company is hopeful of revival of its activities by disposal of surplus land andsettling ' dues of lenders workmen and unsecured creditors.
In view of the unavailability of the profit the Directors regret their inability torecommend any dividend for the year ended 31st March 2017.
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 31st March 2017.
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 seven 'years. 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 theCompany's 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 to provide amechanism for the Directors and employees of the Company to approach the Ethics Counselloror 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 it's Committees and the Independent Directors was carried out. The manner in whichthe evaluation is carried out has been explained in the Corporate Governance Report.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
During the year Mr. P. P. Shastri resigned w. e. f. 31st July 2016 and Ms. RasikaNakhawa was appointed as an Additional Director w.e.f. 10th Feburary.2017.
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.
Since there was no properly constituted nomination and remuneration committee thetenure of Shri Arun Jain as Managing Director which came to an end on 24.01.2017 wasextended from 25.01.2017 to 13.02.2017. Based on the recommendation by duly constitutednomination and remuneration committee he has been reappointed by Board of Directors on14.02.2017 for a period w.e.f. 14.02.2017 to 24.01.2020 subject to the approval of membersand approval of Central Government wherever required.
DETAILS KEY MANAGERIAL PERSONNEL:
The following three persons were formally appointed/ designated as Key ManagerialPersonnel of the Company in compliance with provisions of Section 203 of the CompaniesAct 2013.
|1. Mr. Arun Jain ||- Managing Director |
|2. Mr. Mahavir Nalwaya ||- Chief Financial Officer |
|3. Mr. Sandip Mavkar ||- Company Secretary (Till 14th February 2017) |
Declaration by Independent Directors
Necessary declarations have been obtained from all the Independent Directors undersubsection (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 the Directors'
The Board of Directors state:
i) that in the preparation of the Annual Accounts for year ended 31st March 2017 theapplicable accounting standards had been followed along with proper explanation relatingto material departures if any;
ii) that the Directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the Company at the end of year as on31 st March 2017 and of the loss of the Company for that period;
iii) that the Directors had taken proper and sufficient care for the maintenance ofadequate accounting records in accordance with the provisions of this Act for safeguardingthe assets of the Company and for preventing and detecting fraud and other irregularities;
iv) that the Annual Accounts for the year ended 31st March 2017 had been prepared 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.
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 2017 with the CentralGovernment.
M/s. Lodha &Co. Chartered Accountants was appointed as Statutory Auditors to holdoffice from the conclusion of the 68th Annual Genera! Meeting (AGM) to the conclusion ofthe forthcoming AGM. As they would be completing the maximum tenure as Statutory Auditorsof the Company in terms of provisions of Companies Act 2013 their reappointment cannotbe made further beyond the holding of 69th Annual General Meeting. In view of above theBoard of Directors recommend the appointment of M/s. Bagaria & Co. LLP CharteredAccountant (Firm Registration No. 113447W/W10019) as statutory Auditors of the companyfor a period of five years commencing from the conclusion of 69th Annual General Meetingtill the Conclusion of 74th Annual General Meeting (subject to ratification of theappointment by the members at every AGM). A proposal for appointment of M/s. Bagaria &Co. LLP Chartered Accountant (Firm Registration No. 113447W/W10019) as the StatutoryAuditors for the Financial Year 2017-18 is placed before the Members at the ensuing AGM.The said Auditors have given their eligibility certificate in terms of Section 139 of theCompanies Act 2013.
Management clarifications to the Auditors Qualifications are given in the Notes No.19(111)
(4)(a) 19.4(b) 19.6(a) 19.6(c) 19.6(d) 19(5) 19(1 )(l!l)(a) are selfexpiationary.
M/s V.B.Dalai & Co. Chartered Accountants was appointed as Internal Auditors ofthe company for the year 2016-17.
The Board has appointed M/s V. P. Dubey and Co. Practising Company Secretary toconduct Secretarial Audit for the financial year 2016-17. The Secretarial Audit Report forthe financial year ended March 31 2017 is annexed herewith marked as "Annexure-1" to this Report. - Explanation to the remarks of secretarial Auditors are asunder:
|Sr. No. ||Secretarial Auditor's Remark ||Directors' explanation |
|1. ||Company has not submitted Statement of grievance as per regulation 13(3) of SEBI (LODR) Regulation 2015 for the quarters ended on 31st June 2016 30th September 2016 31st December 2016 and 31 st March 2017. ||Data not received from RTA for want of payment |
|2 ||Company has not submitted Compliance certificate to exchanges as required under Regulation 7 of SEBI (LODR) Regulation 2015 for the half year ended on 30/09/2016 AND 31/03/2017. ||Data not received from RTA for want of payment |
|3 ||The Company has not paid Annual listing fees of Exchanges (BSE& NSE) for the year 2016-17. ||On account of huge losses and negative net worth there was financial crunch. Hence listing fee could not be paid |
|4 ||The Board of Director of the Company was not duly constituted during the period 01.08.2016 to 09.02.2017 .with proper balance of Executive Director's Non-Executive Director. . ||Due to resignation of Dr. P.P. Sahstri independent director on 31.07.2017 the Board was not properly constituted till 09.02.2017. |
|5 ||Form MR-1 being Return of reappointment of Shri Arun Jain as Managing Director of the Company w..e.f. 14.02.2017 (approved by the Board of directors at its Meeting held on 14.02.2017) has not been filed. ||Due to techinical diffculty in up loading the Form MR-1 under MCA portalthe same could not be filed. The same will be filed soon. |
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 arm's 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-a-vis thecompany.
Suitable disclosure as required by the Accounting Standard (AS 18) has been made in thenotes to the Financial Statements. The policy on Related Party Transactions as approved bythe Board is being uploaded on the Company's 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 financial yearunder 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 aschairman Ms Raika Nakhawa as Member (w.e.f.10th Feb 2017) and Mr. Arun Jain as Member.During the year there are no instances where the Board had not accepted therecommendations of the Audit Committee.
Meetings of the Board
Five 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 I TRIBUNALS:
There are no significant and material orders passed by the regulators or courts ortribunals impacting the going concern status and company's 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 March 2017is as follow.
The information required under Section 197 of the Companies Act 2013 read with Rule5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules 2014are 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 Executive OfficerChief 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 |
|Mr. Sandip Mavkar Company Secretary (Resigned w.e.f 14.02.2017) ||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: 2034
(v) average percentile increase 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;
The average 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 181.74 Lac 'per annum as approved by the members in earlier. There are no other employees
employed throughout the year were in receipt of remuneration of 102 lacs perannum 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.
MANAGEMENT'S 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 pats of this report.
REPORT ON CORPORATE GOVERNANCE
A report on Corporate Governance along with Compliance Certificate from the PracticingCompany Secretaries is annexed hereto and form 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 & Unitsof the Company. During the Financial Year 2016-17 there were no cases filed under thesaid Act.
MANAGING DIRECTOR/ CHIEF FINANCIAL OFFICER COMPLIANCE CERTIFICATE
Certificate by the Managing director and Chief Financial Officer pursuant to Regulation17(8) of SEBI (Listing Obligations and Disclosure Requirements) Regulations 2015 for thefinancial year ended 31st march 2017 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 of thecompany and its products are provided.
Your Company and its Directors acknowledge with gratitude the support received from theGovernment Agencies Financial Institutions Banks ARCs Investors Business Associatesand Employees 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: 15th September 2017 ||Chairman |