gujarat nre mineral resources ltd Directors report

DIRECTORS

To

The Members,

The Board of Directors present 21st Annual Report and the Audited Financial Results of the Company for the year ended 31st March, 2014.

FINANCIAL RESULTS

(Rs. in Lacs)

Particulars	2013-14	2012-13
Total Income	212.00	251.51
Total Expenditure	2084.85	226.14
Profit/ (Loss) before Tax	(1872.85)	25.37
Less: Provision for Taxation	0.01	14.89
Profit/ (Loss) after Tax	(1872.84)	10.48
Add: Balance brought forward	6751.44	6740.96
Balance carried to Balance Sheet	4878.60	6751.44

REVIEW OF OPERATIONS

During the year under review, the Company has earned total income of Rs. 212.00 lacs as against Rs. 251.51 lacs registered in the previous year. In the same period, the Company has incurred Net Loss of Rs. 1872.84 lacs mainly on account of loss on sale of investments as against Net Profit of Rs. 10.48 lacs in the previous year.

DIVIDEND

In view of the losses, the Company does not recommend any dividend for the year under review.

ISSUE OF SHARE CAPITAL

During the year under review, the Company has issued 26,78,000 equity shares of Rs. 10/- each at a premium of Rs. 5/- per share on conversion of 1339 Optional Fully Convertible Bonds.

The Company has also issued 2,95,80,270 equity shares as Bonus Shares to the non-promoter shareholders in the ratio of one Bonus share for two equity shares held.

CORPORATE GOVERNANCE

A report on Corporate Governance is annexed hereto.

PUBLIC DEPOSITS

The Company has not accepted or renewed any public deposit during the year under review as defined under section 58A of the Companies Act, 1956.

SUBSIDIARY

NRE Resources Pty Ltd., Australia has ceased to be subsidiary of the Company during the year under review. As on date the Company has no subsidiary.

DIRECTORS

Mr. Pawan Kumar Agrawal and Mr. Sisir Kumar Mukherjee resigned from the Board w.e.f. 25.03.2014 due to their preoccupation. The Board records its appreciation for the services rendered by them during their tenure in the Company.

The Board has appointed Mrs. Mona Jagatramka as Director w.e.f. 25.03.2014 to fill the casual vacancy caused by resignation of Mr. Sisir Kumar Mukherjee. Mrs. Mona Jagatramka would hold the office of Director till the remaining tenure of Mr. Sisir Kumar Mukherjee.

Pursuant to the provisions of Section 161(1) of the Companies Act, 2013 and the Articles of Association of the Company, the Board has appointed Mr. Rajesh Kumar Agrawal as an Additional Director designated as an Independent Director w.e.f. 23.06.2014 upto the date of the ensuing Annual General Meeting. Mr. Rajesh Kumar Agrawal, being eligible, offered for re-appointment as an Independent Director at the ensuing Annual General Meeting.

Mr. Amit Kumar Mazumdar, existing Non-executive Director, liable to retire by rotation, has been designated as an Independent Director w.e.f. 23.06.2014.

Mr. Gopal Prasad Dokania resigned from the Board on 23.06.2014 due to his preoccupation. The Board records its appreciation for the services rendered by Mr. Dokania during his tenure in the Company.

Mr. Arun Kumar Jagatramka retire by rotation at the ensuing Annual General Meeting and being eligible, offered himself for reappointment.

DIRECTORS RESPONSIBILITY STATEMENT

Pursuant to the provisions of Section 217(2AA) of the Companies Act, 1956 with respect to Directors Responsibility Statement, the Directors confirm having:-a) followed in the preparation of the annual accounts, the applicable accounting standards with proper explanation related to the material departures, if any;

b) selected such accounting policies and applied 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 year under review and of the losses of the Company for the year under review;

c) taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of the Companies Act,1956 for safeguarding the assets of the Company and for preventing and detecting frauds and other irregularities; and

d) prepared the annual accounts on a going concern basis.

AUDIT COMMITTEE

The Audit Committee comprises of Mr. Rajesh Kumar Agrawal (Chairman), Mr. Amit Kumar Majumdar and Mr. Arun Kumar Jagatramka. The committee periodically discusses with the Statutory Auditors about the internal control system, the scope of audit and reviews the financial statements before submission thereof to the Board and ensures compliance of internal control system apart from considering any reference made to it by the Board of Directors.

AUDITORS

M/s. N. C. Banerjee & Co., Chartered Accountants, retires as Statutory Auditors of the Company at the ensuing Annual General Meeting and are eligible for re-appointment. As required under Section 139 of the Companies Act, 2013, the Company has received a written confirmation from them to the effect that their reappointment, if made, would be subject to the conditions as prescribed under Rule 4 of the Companies (Audit and Auditors) Rules 2014 and that they are not disqualified from being appointed as Statutory Auditors of the Company.

AUDITORS REPORT

The Report of the Auditors read with significant accounting policies and notes on the accounts, as annexed are self explanatory and need no elaboration.

PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNINGS AND OUTGO

The information regarding conservation of energy and technology absorption as required under Section 217(1) (e) of the Companies

Act, 1956, read with the Companies (Disclosure of Particulars in the Report of Directors) Rules, 1988 are not applicable as the Company is an investment company.

The foreign exchange earning and outgo during the year under review are as follows:

a) Foreign Exchange Earning	:	Rs. 211.91 lacs
b) Foreign Exchange Outgo	:	Rs. Nil

PARTICULARS OF EMPLOYEES

There was no employee during the year under review , who was in receipt of remuneration of more than Rs. 5,00,000/- per month if appointed for a part of the year or Rs. 60,00,000/- per annum, if appointed for whole year. Therefore, the particulars of employees as required under Section 217 (2A) of the Companies Act, 1956 read with the Companies (Particulars of Employees) Rules, 1975 as amended, are not applicable.

ACKNOWLEDGEMENTS

The Directors place on record their gratitude to the bankers, media, Government and other agencies for their assistance, cooperation and encouragement extended to the Company. The Directors also wish to place on record their sincere thanks and appreciation for the continuing support and unstinted efforts of investors and employees during the year under review.

	For and on behalf of the Board
Place : Kolkata	A. K. Jagatramka
Dated : 23rd June, 2014	Chairman