Your Directors present the 33rd Annual Report together with the Audited Statement of Accounts of
the Company for the year ended March 31, 2024
FINANCIAL RESULTS
The performance of the Company for the financial year ended 31st March, 2024 is summarized
below:
| |
As at
31.03.2024
( '000)
|
As at
31.03.2023
('000)
|
|
Revenue from Operation
|
-
|
-
|
|
Other Income
|
10,212.99
|
10,605.51
|
|
T otal Revenue
|
10,605.51
|
10,605.51
|
|
Profit before depreciation, interest and tax
|
905.51
|
2.273.14
|
|
Less: Interest & Finance Charges
|
0.00
|
27.41
|
|
Profit before Depreciation and Tax
|
905.51
|
2.245.73
|
|
Less: Depreciation
|
153.50
|
192.27
|
|
Profit before Exceptional item and Tax
|
752.01
|
2,053.46
|
|
Exceptional items
|
0.00
|
0.00
|
|
Profit before Tax
|
752.01
|
2,053.46
|
|
Less: Current tax expense for current year
|
128.24
|
323.46
|
|
Deferred Tax
|
-225.69
|
942.02
|
|
Income Tax for earlier years
|
0.00
|
0.00
|
|
Income T ax for earlier years
|
0.00
|
0.00
|
|
Profit after Tax
|
1,265.49
|
|
Other Comprehensive Income (Net of Tax
|
0
|
0
|
|
Total Comprehensive Income
|
849.47
|
787.98
|
|
Add: Surplus / (Loss) brought forwards previous year
|
39,233.65
|
38,445.67
|
|
Transfer from reserves
|
0
|
0
|
|
Surplus / (Loss) carried to Balance Sheet
|
40083.12
|
39,233.65
|
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. 1.02 crores during the
year as against the turnover of Rs. 1.06 crores during the previous year. Your company has earned a
Profit of Rs. 6.23 lakh during the financial year.
FUTUREOUTLOOK
The company is planning to increase the volume of business for cargo handling and transportation
by adding more and more clients. Your directors are also planning to enter into other possible
ventures especially in real estate sector. Your directors are confident of increase the revenues
during the years to come.
SHARE CAPITAL
The paid up equity capital as on March 31, 2024 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 but surely looking forward
to enter into possible ventures in real estate sectors. Your directors are concentrating on the
operation of the existing business and also for real estate sector for which 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 company's
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 Sri Vineet Modi (DIN:
05247764) Director of the company and Smt. Neetu Modi (DIN: 09164942), retires by rotation at
the ensuring Annual General Meeting and being eligible offer themselves for re-appointment as
Director of the Company.
The Board recommends their 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 Vineet Modi and Smt. Neetu 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.
COMPANY'S POLICY ON DIRECTOR APPOINTMENT AND REMUNERATION ETC.
Under section 178 of the Companies Act, 2013, the Company has prepared a policy on Director's
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.
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 thereunder 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 Board's 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 Auditor's Report are self- explanatory and
do not call for any further comments. The Auditor's 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 2023¬
24. The Secretarial Audit Report for the Financial Year 2023-24 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 controls are 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. 2013
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 arm's 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 Company's 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.
CODEOFCONDUCT
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 Company's 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 e- mail 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 Company's shares and prohibits the purchase or sale of
Company's 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 2023- 24 to BSE
and The Calcutta Stock Exchange where the Company's 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.
Date: 30th August, 2024 For and on behalf of the Board of Directors
Place: Kolkata
Sd/- Sd/-
VineetModi SangeetaModi
Whole Time Director Chairperson/ C.F.O.
DIN: 05247764 DIN: 01963973
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