DIRECTORS REPORT To, The Members of North Eastern Carrying Corporation Limited 9062/47, Ram Bagh Road, Azad Market, Delhi-110006 1. Your Directors are pleased to present their 30th Directors' Report together with the Audited Financial Statements for the Financial Year ended March 31, 2015 2. EXTRACT OF ANNUAL RETURN: The Extracts of the Annual Return are enclosed herewith to this Directors Report in Form MGT-9 as "Annexure I". 3. DIVIDEND: Your Company needs Capital for its expansion plans, therefore the Board of Director has decided to invest the profit into the operation of the Company. Hence, no dividend is recommended for the year ended 31st March, 2015. 4. SHARE CAPITAL: During the period under review the Company has not issued/allotted any share Capital. However as on date the total Paid-up Capital of the Company is Rs. 50,19,73,360/- comprising of 5,01,97,336 equity shares of Rs. 10/- each. The Equity Shares of the Company are listed on Bombay Stock Exchange Limited & Delhi Stock Exchange Limited. 5. DIRECTORS: Mr. Utkarsh Jain, Non- Executive Director of the Company is liable to retire by rotation and being eligible, offer himself for re-appointment. His re-appointment is subject to the approval of members at the ensuing Annual General Meeting. 6. DIRECTORS QUALIFICATION: The Board of Directors hereby confirm and represent that none of the Directors of the Company are disqualified from being appointed as Director u/s 164 of the Companies Act, 2013. 7. DIRECTORS RESPONSIBILITY STATEMENT U/s. 134: Pursuant to the requirement of Section 134(5) of the Companies Act, 2013, the Directors hereby confirm that: i. In the preparation of the Annual Accounts, the applicable Accounting Standards have been followed along with proper explanations relating to material departures; ii. The Directors have 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 the financial year and of the profit and Loss of the Company for the that period; iii. The Directors have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act, 2013 for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities; iv. The Directors have prepared the annual accounts on a going concern basis. v. The Directors have laid down internal financial controls to be followed by the company and such controls are adequate and are operating effectively. vi. The Directors have devised proper system to ensure compliance with the provisions of all applicable laws and such systems are adequate and are operating effectively. 8. STATEMENT ON DECLARATION GIVEN BY INDEPENDANT DIRECTORS: Mr. Utsav Jain Mr. Manoj Kumar Jain Mr. Mohak Jain were the Independent Directors on the Board during the year being more than one third of the total strength of the Board and have remained Independent throughout the year as contemplated in sub section (6) of Section 149. 9. NUMBER OF BOARD MEETINGS: The Board of Directors has duly met 9 times on 30.05.2014, 21.07.2014, 13.08.2014, 18.08.2014, 30.08.2014, 30.09.2014, 12.11.2014, 20.01.2015 and 12.02.2015 Else than the above stated Meetings one Meeting of Independent Directors was held on 26.12.2014 to discuss the performance of the Board as whole and Director's independently. 10. FORMAL ANNUAL EVALUATION OF BOARD: The formal annual evaluation of the Board, Directors and Committees of the Company has been done on the following criteria: (a) Attendance and contribution at Board and Committee meetings (b) His/her stature, appropriate mix of expertise, skills, behaviour, experience, leadership qualities, sense of sobriety and understanding of business, strategic direction to align company's value and standards. (c) His/her knowledge of finance, accounts, legal, investment, marketing, foreign exchange/ hedging, internal controls, risk management, assessment and mitigation, business operations, processes and Corporate Governance. (d) His/her ability to create a performance culture that drives value creation and a high quality of debate with robust and probing discussions. (e) Effective decisions making ability to respond positively and constructively to implement the same to encourage more transparency. (f) Open channels of communication with executive management and other colleague on Board to maintain high standards of integrity and probity. (g) Recognize the role which he/she is expected to play, internal Board Relationships to make decisions objectively and collectively in the best interest of the Company to achieve organizational successes and harmonizing the Board. (h) His/her global presence, rational, physical and metal fitness, broader thinking, vision on corporate social responsibility etc. (i) His/her ability to monitor the performance of management and satisfy himself with integrity of the financial controls and systems in place by ensuring right level of contact with external stakeholders. 11. AUDIT COMMITTEE: The Company has duly constituted Audit Committee comprising of Mr. Manoj Kumar Jain, Mr. Mohak Jain and Mr. Utsav Jain all being the Independent Directors. Further all the Members of the Audit Committee including Chairman posses adequate Financial Knowledge 12. PUBLIC DEPOSITS: The Company has not accepted any public deposits within the meaning of the Companies Act, 2013 and the rules framed there under. 13. INFORMATION PURSUANT TO LISTING AGREEMENT WITH BOMBAY STOCK EXCHANGE LIMITED & DELHI STOCK EXCHANGE LIMITED: The name and address of the Stock Exchange where the Company's shares are listed:- The BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai-4000 01 The Delhi Stock Exchange Limited 3 & 4/4 B, Asaf Ali Road, New Delhi - 110002 However Securities and Exchange Board of India ("SEBI") has cancelled the recognition of all non-operational Stock Exchanges including Delhi Stock Exchange Limited vide its Circular dated 29.12.2008, 30.05.2012 and 17.04.2015. But as your Company is listed on Bombay Stock Exchange hence till it not affect the Listed Status of your Company. 14. RISK MANAGEMENT POLICY: In the opinion of the Board, following are the risks which would threaten the existence of the Company: • Material Handling • Motor Vehicle Accidents • Slips, Trips, And Falls • Competition Your Company has risk management team constituting the professionals and functional specialists who critically examines and audit the adequacy, relevancy, efficiency and effectiveness of the control system, compliance with policies. The Companies Risk Management Strategy has five stages comprising of following stages: • Risk identification • Risk analysis • Risk evaluation • Risk treatment • Risk monitoring and review The Policy and Strategy is duly implemented and monitored in the Company. 15. NOMINATION AND REMUNERATION COMMITTEE AND COMPANY'S POLICY ON DIRECTORS' APPOINTMENT AND REMUNERATION: The Company has duly established a Nomination and Remuneration Committee. The Board has duly adopted the policy with respect to remuneration for the Directors, Key Managerial Personnel and other Senior Management employees. The policy is annexed herewith as "Annexure II" 16. STATUTORY AUDITORS: Regd. Office: 9062/47, Ram Bagh Road, Azad Market, Delhi - 110006 Phone: (011) 2351 7516-17-18-19; Fax: (011) 2352 7700, 2351 6102 Email: cs@neccgroup.com ; Website: www.neccgroup.com M/s Sanghi & Company, Chartered Accountants, were appointed as Statutory Auditors of the Company form the conclusion of previous Annual General Meeting to the Sixth Annual General Meeting subject to ratification of Members at every Annual General Meeting. M/s Sanghi & Company, Chartered Accountants being eligible offer themselves for ratification at this Annual General Meeting to continue their Term upto sixth Annual General Meeting from the conclusion of previous Annual General Meeting. 17. AUDITORS REPORT: Auditors Report on the final accounts of the Company is attached herewith. The Auditor's Report does not contain any adverse remark. 18. ACCOUNTING STANDARDS: The Institute of Chartered Accountants of India has introduced various Accounting Standards to make the financial statements and disclosures in line with the international accounting practices and disclosures. Your Company duly follows all the notified Accounting Standards for the preparing of Financial Statements of the Company. 19. SECRETARIAL AUDIT: M/s. Ashish Kumar & Friends, Company Secretaries Firm was appointed as Secretarial Auditor of the Company for the purposes of Secretarial Audit for the year ended 31st March, 2015 at its Board Meeting held on 18.08.2014. Secretarial Audit Report as given by M/s Ashish Kumar & Friends in terms of Section 204 (1) is enclosed as "Annexure III". There are no qualifications in the Secretarial Audit Report. 20. CORPORATE SOCIAL RESPONSIBILITY (CSR): Pursuant to the provisions of Section 135 of the Companies Act, 2013 your Company was required to spend 2% i.e. (Rs. 17,00,000/-) of its Net profit for CSR activities but as the Company was engaged in expansion of its business activities, the company was required to spend substantial amount of profit for acquisition of Vehicles for the proposed expansion hence was able to spend only 1.31% i.e. (Rs. 11,20,000/-). The Annual Report on the CSR activities is enclosed as "Annexure IV". 21. ENERGY CONSERVATION, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGO: There is nothing to be disclosed in respect of Conservation of Energy, From A of Companies (Disclosure of particulars in the Report of Board of Director) Rules, 1988 does not apply to your Company since the Company is not engaged in any manufacturing activity. No agreement has been entered into for Technology absorption. The foreign exchange outgo is Nil/ 22. CORPORATE GOVERNANCE: Your Company believes in achieving highest standard of Corporate Governance. A Separate report on the Corporate Governance and Management Discussion and Analysis Report is annexed as "Annexure V" as part of this Director Report. 23. LOANS, GAURANTEES AND INVESTMENTS BY COMPANY The Company has not given any loan or guarantee or security or made any investment during the financial year. 24. RELATED PARTIES TRANSACTION: In Form AOC-2 enclosed as "Annexure VI". 26. DISCLOSURES PURSUANT TO SECTION 197 (14) OF THE COMPANIES ACT, 2013: Mr. Sunil Kumar Jain, Managing Director of the Company, is in receipt of Rs. 3,00,000/- (Rupees Three Lacs) per Month as remuneration. 27. SUBSIDIARY COMPANY: During the period under review your Company has only one wholly owned Subsidiary in the name and style of 'N.E.C.C. Retail Solutions Private Limited' incorporated on 14th February, 2013. 29. DISCLOSURE UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION AND REDRESSAL) ACT, 2013 Your Company has about 20 women employees in various cadres. The Company has a Protection of women against Sexual Harassment Policy in line with the requirements of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013. Internal Complaint Committee is set up in the Company to redress complaints received who directly report to the Chairman & Managing Director of the Company. All employees (Permanent, contractual, temporary, trainees) are covered under this policy. There was no compliant received from any employee during the financial year 2014-15 and hence no complaint is outstanding as on 31.03.2015 for redress. 30. ACKNOWLEDGEMENT The directors acknowledge the dedicated services of the employees of the Company during the year under review; On Behalf of the Board of Director of North Eastern Carrying Corporation Limited Sunil Kumar Jain Chairman & Managing Director DIN: 00010695 0-3/15, Ashok Vihar, Phase-ll, Delhi - 110052 Place: Delhi Date: 28.05.2015 |