To
The Members of
N. R. INTERNATIONAL LIMITED
Your Directors present the 32nd Annual Report together with the Audited
Statement of Accounts of the Company for the year ended March 31, 2023.
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March, 2023
is summarized below:
|
As at 31.03.2023 (Rs 000) |
As at 31.03.2022 (Rs 000) |
Revenue from Operation |
- |
- |
Other Income |
10,605.51 |
10,473.92 |
Total Revenue |
10,605.51 |
10,473.92 |
Profit before depreciation, interest and tax |
2,273.14 |
3568.91 |
Less: Interest & Finance Charges |
27.41 |
18.25 |
Profit before Depreciation and Tax |
2,245.73 |
3550.66 |
Less: Depreciation |
192.27 |
279.82 |
Profit before Exceptional item and Tax |
2,053.46 |
3,270.84 |
Exceptional items |
0.00 |
0.00 |
Profit before Tax |
2,053.46 |
3,270.84 |
Less: Current tax expense for current year |
323.46 |
554.00 |
Deferred Tax |
942.02 |
388.55 |
Income Tax for earlier years |
0.00 |
2890.95 |
Income Tax for earlier years |
0.00 |
0.00 |
Profit after Tax |
1265.49 |
3833.50 |
Other Comprehensive Income (Net of Tax) |
0 |
0 |
Total Comprehensive Income |
787.98 |
(562.66) |
Add: Surplus / (Loss) brought forwards previous year |
38445.67 |
39,008.33 |
Transfer from reserves |
0 |
0 |
Surplus / (Loss) carried to Balance Sheet |
39233.65 |
38445.67 |
DIVIDEND
Viewed from the curtailed revenue, in order to continue conserving the presently
existing resources for operational requirements, your Directors do not recommend any
dividend for the year under review and are confident of receiving your whole hearted
support for this proposal.
REVIEW OF OPERATION
Your company has achieved a total turnover (including other income) of Rs. 1.06 crores
during the year as against the turnover of Rs. 1.05 crores during the previous year. Your
company has earned a Profit of Rs. 0.13 crore during the financial year.
FUTURE OUTLOOK
The company is planning to increase the volume of business for cargo handling and
transportation by adding more and more clients. Your directors are confident of increase
the revenues during the years to come.
SHARE CAPITAL
The paid up equity capital as on March 31, 2023 was Rs. 1067.44 Lacs and Authorized
Capital of the Company is 1200.00 Lacs. During the year under review the Company has not
issued any bonus shares, sweat equity shares or shares under stock option.
SUBSIDIARY / ASSOCIATE COMPANY
The Company does not have any subsidiary, associate and joint ventures.
FINANCE:
Your directors have immense pleasure to inform you that your company does not have any
dues to the banks and other financial institutions. The existing operations are being
carried out of internal accruals and your company does not require any financial
assistance from any banks or financial institutions at present.
SEGMENT
The Company was engaged in two segment i.e. Cargo Handling and Transportation and Coal
& coke but during the year under review the company had no operation from these
segments.
DEPOSITS
Your company has not accepted any deposits under section 73 of the Companies Act 2013
during the year and there is no outstanding amount of principal or interest as on the date
of the balance sheet.
TRANSFER TO INVESTOR EDUCATION AND PROTECTION FUND
The Company has no amount lying under unpaid dividend or unpaid interest account or
such other amount as mentioned under section 125 of the Companies Act, 2013 and hence no
amount is required to be transferred to the Investor Education and Protection Fund.
PARTICULARS OF LOANS. GURANTEES AND INVESTMENTS:
The Company has not given any loans or guarantees covered under the provision of
section 186 of the Companies Act, 2013 during the year under review.
MATERIAL CHANGES AND COMMITMENT IF ANY AFFECTING THE FINANCIAL POSITION OF THE COMPANY
OCCURRED BETWEEN THE END OF THE FINANCIAL YEAR TO WHICH THIS FINANCIAL STATEMENTS RELATE
AND THE DATE OF THE REPORT:
No material changes and commitments affecting the financial position of the Company
occurred between the end of the financial year to which these financial statements relate
and on the date of this report.
EXPANSION AND MODERNISATION
Your Company has at present no plans for Expansion and Modernization. It is mainly
concentrating on the operation of the existing business. No major capital expenditure is
planned in the immediate following years.
INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Your Company remains committed to maintain, high standards of internal control designed
to provide adequate assurance on the efficiency of operations and security of its assets.
The adequate and effectiveness of the internal control across various activities, as well
as compliance with laid - down system and policies are comprehensively and frequently
monitoring by your companies management at all levels of organization. The Audit
Committee, which meets at least four times a year, actively reviews internal control
system as well as financial disclosures.
PARTICULARS OF EMPLOYEES
Your Directors place on record the sense of appreciation for the valuable contribution
made by the staff members of the Company and hope that their continued support will help
in achieving the goals of the Company.
In accordance with the requirement of Section 197 of the Companies Act, 2013 read with
Rule 5(2)of the Companies (Appointment and Remuneration of Managerial Personnel) Rules
2014 it is stated that no employee of the Company is drawing remuneration in excess of the
limits set out in the said rule.
DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION) RULES 2014
The information required pursuant to Section 197 read with Rule 5(1) of the Companies
(Appointment and Remuneration) Rules, 2014 in respect of employees of the Company and
Directors is attached as Annexure A.
DIRECTORS & KEY MANAGERIAL PERSONNEL
Pursuant to the provision of Section 152 of the Companies Act, 2013 Mrs. Sangeeta
Nirmal Modi, (DIN: 01963973) Director of the company, retires by rotation at the ensuring
Annual General Meeting and being eligible offer herself for re-appointment as Director of
the Company.
The Board recommends her re-appointment. As required under the provision of SEBI
(Listing Obligations and Disclosure Requirements) Regulations, 2015 and Companies Act
2013, brief profile and other details of Mrs. Sangeeta Nirmal Modi are provided in the
notice of Annual General Meeting.
As required under the provision of Sec 203 of the Companies Act 2013, Key Managerial
Personnel namely Managing Director, CFO and Company Secretary continues to hold that
office as on the last date of this financial year.
COMPANYS POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION ETC.
Under section 178 of the Companies Act, 2013, the Company has prepared a policy on
Directors appointment and remuneration. The Company has also laid down criteria for
determining qualification, positive attributes and independence of Director. The same is
uploaded on the website of the company at www.nrinternationalltd.in.
FAMILIARIZATION PROGRAMME FOR INDEPENDENT DIRECTOR.
The Familiarization programme about roles, rights and responsibilities of Independent
Directors in the Company, nature of industry in which the Company operates business model
of the Company, etc is under process.
BOARD EVALUATION
Pursuant to provision of the Companies Act, 2013 and SEBI (LODR) Regulations, 2015, the
Board has carried out an evaluation of its own performance , the directors individually as
well as the evaluation of the working of its Audit, Nomination & Remuneration
Committee. The manner in which the evaluation has been carried out has been explained in
the Corporate Governance Report.
DECLARATION BY INDEPENDENT DIRECTORS AND RE- APPOINTMENT
A declaration by Independent Director(s) that they meet the criteria of independence as
provided in sub-section (6) of Section 149 of the Companies Act, 2013 has been received
from all Independent Directors. Based on the declarations of Independent Directors, the
Board of Directors recorded its opinion that all Independent Directors are independent of
the Management and have fulfilled the conditions as specified in the Companies Act,2013,
rules made there under as well as relevant provisions of Regulation 16(1)(b) of SEBI(LODR)
Regulations, 2015. An independent director shall hold office for a term up to five
consecutive years on the Board of a Company, but shall be eligible for reappointment for
next five years on passing of a special resolution by the Company and disclosure of such
appointment in the Boards report.
NUMBER OF MEETING OF THE BOARD
During the year Six Board meetings were convened and held. The details of which are
given in the Corporate Governance Report in terms of Securities and Exchange Board of
India (LODR) Regulations 2015 which is annexed to this report.
COMMITTEE OF THE BOARD
The company has three Board Committees:
a) Audit Committee
b) Nomination and Remuneration Committee
c) Stakeholders Relationship Committee
The composition of various committees of the Board of Directors is available on the
website of the company at www.nrinternationalltd.in.
AUDITORS
M/s A B A & Co. Chartered Accountants (FRN 331995E), were appointed as Statutory
Auditors of your Company at the Board Meeting held on 28th May, 2022 and their
appointment was subsequently ratified in the 31st annual general meeting held
on 30th September 2022 for a term of 5 years till the conclusion of 36th
Annual General Meeting.
AUDITORS REMARKS
The Notes on the financial statements referred to in the Auditors Report are self
explanatory and do not call for any further comments. The Auditors Report does not
contain any qualification, reservation or adverse remark.
SECRETARIAL AUDITORS
Pursuant to provision of Section 204 of the Companies Act, 2013 and the Companies
(Appointment and Remuneration of Managerial Personnel) Rules, 2014 the Company has
appointed Ms. Salini Singhi, Practising Company Secretary to conduct the Secretarial audit
for the Financial Year 2022-23. The Secretarial Audit Report for the Financial Year
2022-23 is annexed herewith as “Annexure B”.
The Secretarial Audit Report does not contain any qualification, reservation or any
adverse remark.
INTERNAL AUDIT
In terms of Section 138 of the Companies Act 2013 read with Rule 13 of the Companies
(Accounts) Rules 2014, M/s D Sethi & Associates, Chartered Accountants are appointed
as Internal Auditors of the Company and their report is reviewed by the Audit Committee
from time to time.
INTERNAL FINANCIAL CONTROL
In order to align with the requirements of Section 134(5)(e) of the Companies Act 2013
the existing financial control system has been revised and strengthened wherever required
and the system ensure adequate financial control, financial reporting and timely
preparation of reliable financial statements. The detail in respect of Internal Financial
Control and their adequacy are included in the management discussion and analysis which
form part of this report.
BUSINESS RISK MANAGEMENT
The Company faces various risks in the form of financial risks, operational risks etc.
The Company understands that it needs to survive these risks in the market and hence have
made a comprehensive policy on Risk Management.
DIRECTORS RESPONSIBILITY STATEMENT
In terms of Section 134(5) of the Companies Act, 2013 the director would like to state
that :
i. In the preparation of the annual accounts, the applicable accounting standards had
been followed along with proper explanation and there are no 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 of the company for the year under review;
iii. The directors had 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 had prepared the annual accounts on a going concern basis.
v. The directors had laid down internal financial controls to be followed by the
company and that such internal financial control sare adequate and are operating
effectively, and
vi. The directors have devised proper system to ensure compliance with the provision of
all applicable laws and that such internal financial controls are adequate and operating
effectively.
OBLIGATION OF COMPANY UNDER THE SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION.
PROHIBITION AND REDRESSAL) ACT. 201 3
In order to prevent sexual harassment of women at workplace, the Company has adopted a
policy for prevention of Sexual Harassment of Women at workplace and has set up an
Internal Complaints Committee under the Sexual Harassment of Women at Workplace
(Prevention, Prohibition and Redressal) Act, 2013 to look into complaints relating to
sexual harassment at workplace of any woman employee. During the year under review, the
Company has not received any complaint under the said policy.
RELATED PARTY TRANSACTIONS
All related party transactions entered into during the financial year under review by
the Company were on arms length basis and in the ordinary course of business..
There are no materially significant related party transactions made by the Company with
Promoters, Key Managerial Personnel or other designated persons which may have potential
conflict with interest of the Company at large.
All related party transactions are placed before the Meetings of Audit Committee for
approval. The policy on materiality of and dealing with Related Party transactions as
approved by the Board is uploaded on the Companys website and same is available at the
following weblinkhttp://www.nrinternationalltd.in/policy.html . Prior omnibus approval of
the Audit Committee is obtained for transactions which are of a foreseen and repetitive
nature. The detail of related party transaction in Form AOC-2 is annexed herewith as
“Annexure C”.
CORPORATE SOCIAL RESPONSIBILITY
The provisions under Section 135 of the Companies Act, 2013 and the rules made
thereunder are not applicable to the Company.
CODE OF CONDUCT
The Board of Directors has approved a Code of Conduct which is applicable to the Member
of the Board and all employees in the course of day to day business operations of the
Company.The Code has been posted on the Companys website www.nrinternationalltd.in. All
the Board Members and the Senior Management personnel have confirmed compliance with the
Code.
VIGIL MECHANISM/WHISTLE BLOWER POLICY
Pursuant to the provisions of Section 177 (10) of the Companies Act, 2013 and
Regulation 22 of SEBI (LODR) Regulations, 2015, the Company has established a vigil
mechanism/ Whistle Blower Policy.Protected disclosure can be made by a whistle blower
through an email or a letter to the Chairman of the Audit Committee.
PREVENTION OF INSIDER TRAINING
The Company has adopted a Code of Conduct for Prevention of Insider Trading with a view
to regulate trading in securities by the Directors and designated employees of the
Company. The code requires pre-clearance for dealing in the Companys shares and prohibits
the purchase or sale of Companys shares by the Directors and designated employees while
in possession of unpublished price sensitive information in relation to the Company and
during the period when Trading Window is closed. The Board is responsible for
implementation of the Code. All Board Directors and the designated employees have
confirmed compliance with the Code.
PRATICULARS OF ENERGY CONSERVATION. ETC.
Particulars with respect to conservation of energy as per rule 8(3) of the Companies
(Accounts) Rule, 2014 are as under:
1. Conservation of energy : |
NIL |
2. Technology Absorption : |
NIL |
FOREIGN EXCHANGE EARNING AND OUT GO
a. Foreign Exchange Earning : |
NIL |
b. Foreign Exchange out go : |
NIL |
INDUSTRIAL RELATIONSHIP
During the year under review, your company enjoyed relationship with workers and
employees at all levels.
CORPORATE GOVERNANCE
The Corporate Governance and Management Discussion and Analysis Report, which form an
integral part of this Report, are set out as separate Annexure, together with the
Certificate from the Auditors of the Company regarding compliance with the requirement of
the Corporate Governance as stipulated in Para E of Schedule V of SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015.
CORPORATE GOVERNANCE CERTIFICATE
The Compliance certificate from the auditors regarding compliance of conditions of
corporate governance as stipulated in Para E of Schedule IV of the SEBI (Listing
Obligations and Disclosure Requirements) Regulations, 2015 is annexed herewith as
“Annexure D”.
LISTING WITH STOCK EXCHANGES:
The Company confirms that Company has paid the Annual Listing Fees for the year 202223
to BSE and The Calcutta Stock Exchange where the Companys Shares are listed.
E - VOTING
The Company will provide e voting facility to all members to enable them cast their
votes electronically on all resolutions set forth in the notice. This is pursuant to Sec
108 of the Companies Act 2013 and Rule 20 of the Companies (Management and Administration)
Rules 2014 and Regulations 44 of Securities and Exchange Board of India (LODR) Regulations
2015 .
WEBSITE OF THE COMPANY
The company maintains a website www.nrinternationalltd.in where detail information of
the company is posted as per statutory requirement.
ACKNOWLEDGEMENT
Your Directors would like to express their sincere thanks to various State and Central
Government Department, bankers, Consultants, Advisors, shareholders and Investors for
their valuable co-operation and continued support throughout the year to the Company. Your
Directors would also sincerely acknowledge the significant contribution made by the
Executives, Staff and workers for their dedicated services to the company.
For and on behalf of the Board of Directors |
Sd/- |
Sd/- |
|
VineetModi |
SangeetaModi |
Date: 30th August, 2023 |
Whole Time Director |
Chairperson/ C.F.O. |
Place: Kolkata |
DIN:05247764 |
DIN:01963973 |
+91-9892691696
