NRC Ltd Directors Report

REPORT OF THE DIRECTORS FOR THE YEAR ENDED 31^ST MARCH, 2018.

To The Members,

Your Directors present the 70^th Annual Report and Audited Accounts of the Company for the year ended 31^st March, 2018.

FINANCIAL RESULTS		Rs.in lacs
	Year ended 31/03/2018	Year ended 31/03/2017
Gross Sales	-	-
Profit before Interest, Depreciation and Tax	(20)	(208)
Interest	-	-
Profit before Depreciation and Tax	(20)	(208)
Depreciation	383	382
Profit/(Loss) before Exceptional items & Tax	(403)	(590)
Exceptional Items	-	-
Taxation (Prior years ‘adjustments)	(-)	(-)
Profit/(Loss) After exceptional items and Tax	(403)	(590)
Surplus(Deficit) from Previous Year	(64085)	(63495)
Profit/(Loss) available for Appropriation	(64488)	(64085)

PERFORMANCE AND PROSPECTS

(a) The lockout declared w.e.f. 15^th November, 2009 is continuing and is in force. There were no manufacturing operations during the year; however, the essential services remain in operation.

(b) The Company had entered into an Agreement for Sale with a developer in year 2007 for its 339 acres of land out of which possession of non-colony land of 272 acres was given to the developer pursuant to AAIFR’s order in year 2010. Subsequently in the year 2011, Hon. Bombay High Court set aside the AAIFR order. Hon Supreme Court upheld Bombay High Court order in the year 2012. The possession is continuing with developer. The proceeding instituted by the said developer under Arbitration Act for specific performance, is pending adjudication. Meanwhile on 1st Dec 2016, on the effective date of the SICA Repealed Act, the said developer executed the conveyance deed of the subject Land, using the Power of Attorney given simultaneously with signing the Agreement for Sale in March 2007. The contention of the company is that the said Agreement for sale became void and accordingly the Power of Attorney stood revoked. The Company had filed its counter claim before the

Arbitration Tribunal for cancellation of the deed of Conveyance illegally executed by the Developer and also for repossession of Land. Pending outcome of litigation, no effect is given in these accounts.

(c) In a pending litigation related to water charges, a non disposal undertaking has been 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) Certain Financial / Operational creditors have initiated corporate insolvency process under the provisions of the insolvency and bankruptcy code 2016 against the Company and the matter is pending admission before the National Company Law Tribunal (NCLT).

(e) The equity shares of the Company has compulsorily de-listed by BSE Ltd. w.e.f. 4^th July,2018 and NSE has proposed to delist it w.e.f. 8^th August,2018 from their respective exchanges. The Company is in the process of seeking opinion on the legality of the aforesaid action and re-listing of its Shares.

DIVIDEND

In view of the unavailability of the profit, the Directors regret their inability to recommend any dividend for the year ended 31^st March, 2018.

SHARE CAPITAL

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 any stock options during the financial year ended 31 ^st March, 2018.

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 enclosure 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 SEBI(Listing Obligations and Disclosure Requirement) Regulation,2015 , 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 Nomination & 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 on 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 behavior, 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 on the website of company.

BOARD EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and regulation 17 of (Listing Obligations and Disclosure Requirement) Regulation,2015, 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

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 for re-appointment.

DETAILS KEY MANAGERIAL PERSONNEL:

The following 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

Declaration by Independent Directors

Necessary declarations have been obtained from all the Independent Directors under sub-section (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’ Responsibility Statement; The Board of Directors state: i) that in the preparation of the Annual Accounts for year ended 31^st March, 2018, 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 Financial year as on 31^st March, 2018 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 31^st March, 2018 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 31^st March, 2018 with the Central Government.

AUDITORS

M/s Bagaria & Co, LLP Chartered Accountant (firm registration no113447W/W10019. was appointed as statutory Auditors of the company for a period of five conclusion of 70^th Annual General Meeting till the Conclusion of 74^th Annual General Meeting, (subject to ratification of the appointment by the members at every AGM). Due to recent amendment of Companies Act, 2013 dated 7^th May, 2018 the ratification of appointment at every

AGM is not required.

AUDITORS REPORT

Management clarifications to the Auditors Qualifications are given in the Notes No.25(a),(b),26(a),(b),(c), 28(b), 29(a), (b) are self explanatory.

Internal Auditors

M/s Goyal Shashikant & Co., Chartered Accountants were appointed as Internal Auditors of the company for the year 2017-18

Secretarial Auditor

The Board had appointed M/s V.P. Dubey, Practising Company Secretary, to conduct Secretarial Audit for the financial year 2017-18. The Secretarial Audit Report for the financial year ended March 31, 2018 is annexed herewith marked as "Annexure - I" to this Report. Explanation to the remarks of secretarial Auditors are as under:

Secretarial Auditor’s Remark	Directors’ explanation
1 The Company has not appointed Compliance Officer, being qualified Company Secretary in terms of Regulation 6 of SEBI (LODR) Regulation, 2015	The Company made its best efforts to appoint company Secretary, but could not get the right candidate for appointment of Company Secretary as Compliance Officer
2 In terms of Regulation 14 of SEBI (LODR) Regulation, 2015,the Company has not paid Annual listing fees of Exchanges (BSE Ltd & NSE) for the year 2017-18	On account of lock-out and non-operation of business activity resulting in huge losses and financial crunch, the company could not pay listing fee and fine to the Exchanges.

Corporate Social Responsibility

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 of CSR activities during the year.

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--vis the company. Suitable disclosure as required by the Accounting Standard (AS 24) 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.

MATERIAL CHANGES AND COMMITMENTS OCCURRED BETWEEN THE END OF FINANCIAL YEAR UNDER REVIEW AND THE DATE ON THIS REPORT.

No material changes and commitments have occurred between the end of the financialyear under 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 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

The Audit Committee comprises Independent Directors namely Ms. Savita Acharya, Ms. Rasika Nakhawa and Managing Director Mr. Arun Jain as Members. During the year, there are no instances where the Board had not accepted the recommendations of the Audit Committee.

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 Regulation 21 of SEBI (Listing Obligations and Disclosure Requirement) Regulation, 2015, 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

Four 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 given any guarantee or provided 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.

STATEMENT PURSUANT TO SECTION 134(3)(m) OF THE COMPANIES ACT,2013 READ WITH RULE 8(3) OF THE COMPANIES (ACCOUNTS) RULES,2014 ON CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS & OUTGOINGS

Since the plant is not in operation during the year, the information on the energy conservation and technology absorption by the company and foreign exchange earnings and outgo as required under rule 8(3) of the Companies (Accounts) Rules, 2014, are not provided.

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 the report.

MATERIAL ORDERS PASSED BY THE REGULATORS / COURTS / TRIBUNALS:

There are no significant and material orders passed by the regulators or 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 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, 2018 is as follow. The information required under Section 197 of the Companies Act, 2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 are given below:

(i) The ratio of the remuneration of each director to the median remuneration of the employees of the company for the financial year;

As Directors are not paid any remuneration, except the sitting fees, hence, this clause is not applicable.

(ii) The percentage increase in remuneration of each director, Chief Executive Officer, Chief 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

(iii) The percentage increase in the median remuneration of employees in the financial year: Nil

(iv) The number of permanent employees on the rolls of company 1848 as on 31^st July, 2018.

(v) average percentile increases already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentile increase in the managerial remuneration and justification thereof and point out if there are 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 the directors; Nil

(vii) Affirmation that the remuneration is as per the remuneration policy of the company

The Company affirms that the remuneration is as per the remuneration policy of the Company.

(viii) Mr. Arun Jain, Managing Director whose Managerial Remuneration was Rs. 181.74 Lac per annum (for the FY 2017-18) as approved by the members in earlier AGM. There are no other employees, employed throughout the year, were in receipt of remuneration of Rs. 102 lacs per annum 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 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.

MANAGEMENT’S DISCUSSION AND ANALYSIS REPORT

In compliance with regulation 34(2) (e) of SEBI(Listing Obligations and disclosure Requirements) Regulations,2015, a separate section on Management Discussions and Analysis Report which also includes further details on the state of affairs of the Company and Corporate Governance as approved by the Board of Directors forms part of this report.

REPORT ON CORPORATE GOVERNANCE

A report on Corporate Governance along with Compliance Certificate from the Practicing Company Secretaries is annexed hereto and forms part of this report.

Disclosure pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.

As per the provisions of the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013, the Company has constituted Committees in the name of "Internal Complaints Committee" for the Registered Office & Units of the Company. During the Financial Year 2017-18, there were no cases filed under the said Act.

MANAGING DIRECTOR/ CHIEF FINANCIAL OFFICER COMPLIANCE CERTIFICATE

Certificate by the Managing Director and Chief Financial Officer pursuant to SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 for the financial year ended 31^st March,2018 is provided in Corporate Governance 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.

WEBSITE 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
Place: Mumbai	G. P. GOENKA
Date: 08-08-2018	Chairman