REPORT OF THE DIRECTORS To The Members, Your Directors present the 67th Annual Report and Audited Accounts of the Company for the year ended 31st March, 2015. PERFORMANCE AND PROSPECT (a)The lockout declared w.e.f. 15th November, 2009 is continue in force. There were no manufacturing operations during the year; however the essential services remain in operation. (b)To generate interest free funds for revival of operations of the company entered into Agreement for sale of its part of land with Raheja Universal P. Ltd. (RUPL) in 200607. Subsequently, the company was declared a Sick Industrial Undertaking under Sick Industrial Companies (Special Provision) Act, 1985 (SICA). The Board For Industrial and Financial Reconstruction (BIFR) directed that being a sick Company, the land will have to form part of Draft Rehabilitation Scheme (DRS) under Section 18(1)(d) of SICA and appointed Punjab National Bank (PNB) as Operating Agency (OA) for preparation of DRS u/s. 17(3) of SICA. Series of litigation follows the BIFR Order and culminated in the Hon. Supreme Court, which upheld the BIFR Order. (c)BIFR vide its order dated 22.01.2014, directed the OA to explore possibility of amicable understanding between the parties on disposal of surplus land, the labour Union has also filed a write petition for early disposal of surplus land in Hon. Bombay high Court, which is pending. The OA has yet to file DRS. (d)The Company plan to recommence the operations as soon as proceeds from the sale of land under the aegis of BIFR are received and the Rehabilitation Scheme is sanctioned. DIVIDEND In view of the unavailability of the profit, the Directors regret their inability to recommend any dividend for the year ended 31st March, 2015. SHARE CAPITAL During the year, the company has not issued any shares. SUBSIDIARIES, JOINT VENTURE OR ASSOCIATES COMPANIES DURING THE YEAR: The Company has no subsidiaries, joint ventures. The Details of the associated companies have been disclosed in the Extract of MGT 9 which is Provided as "Annexure II" in this report. RISK & MITIGATION The Company has identified various risks faced by the Company from different areas. As per the provision of the Companies Act, 2013 and listing agreements, the Board has adopted a risk management policy whereby a proper framework is set up. Appropriate structures are present so that risks are inherently monitored and controlled. A combination of policies and procedures attempts to counter 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 Investor Education and Protection Fund (IEPF). DISCLOSURE OF VARIOUS POLICIES: The Board has approved various policies in their meeting so that the Committees work effectively and in accordance with the provisions as stipulated in the Policies. Various policies as approved by the Board are posted in the Website of the Company. REMUNERATION POLICY The Board has, on the recommendation of the Appointment & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration. 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 has prepared a comprehensive framework of risk management for assessment of risks and to determine the responses to these risks so as to minimize their adverse impact on the organization. The policy as approved by the Board of Directors is uploaded in the Company's website. VIGIL MECHANISM / WHISTLE BLOWER POLICY In order to ensure that the activities of the company and its employees are conducted in a fair and transparent manner by adoption of highest standards of professionalism, honesty, integrity and ethical behaviour the company has adopted a vigil mechanism policy. The aim of the policy is to provide adequate safeguards against victimization of whistle blower who avails of the mechanism and also provide direct access to the Chairman of the Audit Committee, in appropriate or exceptional cases. Accordingly, 'Whistle Blower Policy' has been formulated with a view to provide a mechanism for the Directors and employees of the Company to approach the Ethics Counsellor or the Chairman of the Audit Committee of the Company. The purpose of this policy is to provide a framework to promote responsible and secure whistle blowing. It protects employees willing to raise a concern about serious irregularities within the Company. This policy posted in the website of company. BOARD EVALUATION Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, performance evaluation of the Board, it's Committees and the Independent Directors was carried out. The manner in which the evaluation is carried out has been explained in the Corporate Governance Report. DIRECTORS AND KEY MANAGERIAL PERSONNEL DIRECTORS During the year, Mr.K.N.Bhandari, ceased to be director from 31.3.2015 due to his resignation. The Board places on record its deep appreciation for the valuable services and contributions and guidance offered by him during his long tenure with the Company. DETAILS OF KEY MANAGERIAL PERSONNEL: The following three persons were formally appointed/ designated as Key Managerial Personnel of 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 3.Mrs. Smitha Singh-Company Secretary DIRECTORS' RESPONSIBILITY STATEMENT As required under Section 134 of Companies Act, 2013, given below is the Directors' Responsibility Statement; The Board of Directors state: i)that in the preparation of the Annual Accounts for year ended 31st March, 2015, the applicable accounting standards had been followed along with proper explanation relating to material departures, if any; ii)that the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of year as on 31st March, 2015 and of the loss of the Company for that period. iii)that the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities. iv)that the Annual Accounts for the year ended 31st March, 2015 had been prepared on a going concern basis. v)that the Directors had laid down proper internal financial controls to be followed by the company and they were adequate and operating effectively and vi)that the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and such systems were adequate and operating effectively. SAFETY Adequate safety measures and safe working practices have been implemented to ensure safety of workforce, plant and machinery as well as of the environment. INDUSTRIAL RELATIONS Industrial Relations during the year under review continued to remain cordial and peaceful. PUBLIC DEPOSITS The Company has not accepted any deposits from the public under Section 73 of the Companies Act, 2013. COST AUDIT Since the plant is not in operation during the year. If required, Exemption from the Cost Audit is being applied for the year ending 31st March, 2015 with the Central Government. AUDITORS M/s. Lodha & Co., Chartered Accountants, was appointed as Statutory Auditors to hold office from the conclusion of the 67th Annual General Meeting (AGM) to the conclusion of the forthcoming AGM, (subject to ratification of the appointment by the members at every AGM) A proposal for ratification of the appointment of the Statutory Auditors for the Financial Year 2015-2016 is placed before the Members at the ensuing AGM. The said Auditors have given their eligibility certificate in terms of Section 139 of the Companies Act, 2013. AUDITORS REPORT Management clarifications to the Auditors Qualifications are given in the Notes No. 19(III) (4) (a), 19(III) (2)(a) (III), 19(III) (6)(a), 19(III) (6)(b), 19(III) (14) and 19(III) (a). are self explationary. INTERNAL AUDITORS M/s V.B.Dalal & Co., Chartered Accountants appointed as Internal Auditors of the company. SECRETARIAL AUDITOR The Board has appointed M/s Ragini Chokashi and Associates, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2014-15. The Secretarial Audit Report for the financial year ended March 31, 2015 is annexed herewith marked as "Annexure - I" to this Report. Board Opinion to the observations made in the report - with regard to e-forms were delayed filed with MCA and with regard compliance of Section 152(6) and 149(4) of the Companies Act, 2013 and Clause 49 of the Listing Agreements and rules made there under. The Companies Act, 2013 with Rules, 2014 become applicable from 1st April, 2014. In between in pursuant to Hon. Supreme Court Order the Company was compelled to vacate its Registered and admn. Office along with all records. The Companies Act, 2013 was also new. We were not accustomed to Act so the Company filed e-forms delayed with MCA authority. Our intention is never disobey any regulations and provisions. However; the Company would ensure in future compliance of the requisite provisions and take all precaution in this regards. CORPORATE SOCIAL RESPONSIBILITY Lockout declared w.e.f. 15th November, 2009 is continue in force due to which operation of the company is stalled except essential services. The company has incurred losses over the years. Due to average net profit of last three years being negative, your Company has not formed the CSR committee and is not required to spend any amount on CSR activities during the year. Formation of CSR committee is under review. RELATED PARTY TRANSACTION There were no contracts or arrangements entered into by the company in accordance with provisions of section 188 of the Companies Act, 2013. All material related party transactions that were entered into during the financial year were on an arm's length basis and were in the ordinary course of business. There are no materially significant related party transactions made by the Company with Promoters, Directors, Key Managerial Personnel or other designated persons which have a potential conflict with the interest of the 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 the company. Suitable disclosure as required by the Accounting Standard (AS 18) has been made in the notes to the Financial Statements. The policy on Related Party Transactions as approved by the Board is being uploaded on the Company's website. INTERNAL FINANCIAL CONTROL The Company has in place internal financial control systems, commensurate with the size and complexity of its operations to ensure proper recording of financial and operational information and compliance of various internal controls and other regulatory and statutory compliances. AUDIT COMMITTEE AND RISK MANAGEMENT The Audit Committee comprises Independent Directors namely Mr. K.N Bhandari (Chairman till 30.12.2014), Ms.Savita Achraya (Chairman W.e.f 31.12.2014), Dr.P.P.Shastri as Member and Mr. Arun Jain as Member w.e.f. 31.12.2014). During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee. DECLARATION BY INDEPENDENT DIRECTORS Necessary declarations have been obtained from all the Independent Directors under subsection (7) of Section 149 of the Companies Act, 2013. RISK MANAGEMENT The Audit Committee has also been delegated the responsibility for monitoring and reviewing risk management, assessment and minimization procedures, developing, implementing and monitoring the risk management plan and identifying, reviewing and mitigating all elements of risks which the Company may be exposed to. The Board also reviews the risk management assessment and minimization procedures. Further, in accordance with Clause 49 of the Listing Agreement, a risk management Committee has also been formed which also oversees the risk management of the Company. VIGIL MECHANISM The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement, includes an Ethics & Compliance Task Force comprising of Directors, senior executives of the Company. Protected disclosures can be made by a whistle blower through an e-mail, or on telephone line or a letter to the Task Force or to the Chairman of the Audit Committee. MEETINGS OF THE BOARD Five meetings of the Board of Directors were held during the year. For further details, please 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 person or other body corporate or give any guarantee or provide any security in connection with a loan to any other body corporate or person. The details of the investments covered under the provisions of Section 186 of the Companies Act, 2013 are given in the Financial Statements. ENERGY, TECHNOLOGY AND FOREIGN EXCHANGE Since the plant is not in operation during the year, the Energy Conservation and Research & Development activities undertaken by the Company as required under the Companies (Disclosure of Particulars in the Report of Board of Directors) Rules, 1988 are not prepared. EXTRACT OF ANNUAL RETURN Form MGT-9 providing extract of the Annual return in terms of Section 92 of the Companies Act, 2013 and the rules made there under is annexed as "Annexure II" to this Directors Report. PARTICULARS OF EMPLOYEES The information required under Section 197(12) of the Companies Act, 2013 read with Rule 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, 2015 is as follow. There were No persons employed throughout the year, were in receipt of remuneration of 60 lac per annum or more except Managing Director whose Managerial Remuneration was 181.74 Lac per annum as approved in the last AGM but yet to be paid. CASH FLOW ANALYSIS: In conformity with the provisions of clause 32 of the Listing Agreement, the Cash Flow Statement for the year ended 31.03.2015 is annexed hereto. ENVIRONMENT AND POLLUTION CONTROL Top priority continues to be given to preservation of the environment by all the units of the Company. To combat pollution and strengthen the area ecology, considerable emphasis is placed on plantation of fragrant and shady trees which shall protect and promote the environment by complying with applicable environmental regulations and preventing pollution in all its operations. REPORT ON CORPORATE GOVERNANCE Pursuant to Revised Clause 49 of the Listing Agreement with the Stock Exchanges, report on Corporate Governance Code and Company Secretary in Practice's Certificate regarding compliance of the conditions of the Code and Management Discussion and Analysis are part of this Annual Report. GENERAL Your Directors state that no disclosure or reporting is required in respect of the following 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 under any scheme save and except ESOS referred to in this Report. 3.Neither the Managing Director nor the Whole-time Directors of the Company receive any remuneration or commission from any of its subsidiaries. 4.No significant or material orders were passed by the Regulators or Courts or Tribunals which impact the going concern status and Company's operations in future. Your Directors further state that during the year under review, there were no cases filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. EBSITE OF THE COMPANY The Company maintains a website www.nrclimited.com where detailed information of the company and its products are provided ACKNOWLEDGEMENTS Your Company and its Directors acknowledge with gratitude the support received from the Government Agencies, Financial Institutions, Banks, Investors, Business Associates and Employees of the Company and look forward to their continued support. For and on behalf of the Board of Directors G. P. GOENKA Chairman Place : Mumbai date : 27th May, 2015. |