-4 w+ i n. r international limited · members and share transfer books of the company will remain...

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CIN: L74999WB 1991 PLC05 1 738 August 24,2015

Form A pursuant to m u s e 31b) of the Listing MreernenQ

I 1 I Name of the Company 1 N R International Limited I March 31,2015

1 4. 1 Frequency of observation I NA

m r N R Internatio~al Limited

'Droupadi Mansionm, 3rd Floor, 11, Brabourne Rod, ktdfWta;N)O 001

1 ' 24TH AfillUAL REPORT Year Ended 31st March, 2015

N. R. INTERNATIONAL LIMITED

24th ANNUAL REPORT

2014-2015

Board of Directors

Mr. Nirmal Modi (Chairman cum CFO) Mr. Deepak Agarwal (Managing Director)

Vinod Kumar Srivastav (Independent) Rajendra Singh (Independent) Amita Agarwal (Independent)

Auditors

Agarwal Vishwanath & Associates Chartered Accountants

Registered Office

3rd Floor, Drupadi Mainson, 11, Braubourne Road,

Kolkata – 700 001

Bankers

Axis Bank Ltd ICICI Bank Ltd

Registrars & Share Transfer Agents

ABS Consultants Private Limited Room No. – 99, 6th Floor

Stephen House, 4, B. B. D. Bag (East) Kolkata – 700 001

N. R. INTERNATIONAL LIMITED Registered Office: Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata - 700 001

Phone: 033-22318932/033- 22621530, Email ID: [email protected] Website: www.nrinternationalltd.in CIN: L74999WB1991PLC051738

Chairman’s Message

Dear Shareholders,

It gives me immense pleasure in welcoming you to the 24th Annual General Meeting of your

Company. The Director’s Report and Audited Accounts for the year ended 31st March, 2015

are already with you and with your permission, I take them as read. Before I take up the

agenda for today’s meeting, I would like to share with you some of my perception relating

to the manufacturing Industry and the performance of NRIL, as well as the growth

opportunities pursued by the Company.

The company continue to suffer losses from it’s manufacturing activities due to depressed

prices and reduced volume in market resulting in reduced margins. The company has

already closed it’s steel business during the previous year and during the current year it

has also closed it’s coke manufacturing business. The company has sold it’s entire assets

relating to steel and coke industry including land, factory building, plant & machinery etc.

With the surplus generated out of sale of assets, the company has settled it’s dues with the

Banks and has cleared all the long term and short term borrowings during the current year.

Your directors now expect to reduce losses and make the company profitable in the next

year.

Your company is doing well in the business of transportation and handling which is now

the core business of the company. Though the turnover of your company has reduced from

Rs. 24.68 crores to Rs. 17.68 crores, your company achieved it’s objective to convert it in

profits. Your company has earned a Profit before tax of Rs. 0.93 crore as against the

0.12 crore in the corresponding preivous year. Due to continued loss incurred by the

company in previous years, your Board of Directors could not for recommend for any

dividend even for the current financial year ended as on 31.03.2015.



The Company has now consolidated its business activities and is now on a good track

which will help to increase profit in future. Your directors are exploring other business

opportunities wherein the growth will be stable and consistent beside concentrating on

Logistic services like Handling and Coastal Sea Transportation business which will derive

more earning for the future years.

On behalf of the Company and all of you, I take this opportunity to thank our valued

customers, investors, suppliers, bankers, consultants, the Member of the Board, the

Government of India, the Government of Orissa and in particular, the NRIL collective, for

their excellent support and co-ordination to achieve yet another year of success for the

Company. We are committed to strive together as a team to attain the main objective of the

Company while ensuring our economical, social & moral commitments.

I once again welcome you and thank you for the confidence you have reposed on us.

Sd/-

Nirmal Modi

Dated : 30.05.2015 Chairman


Phone: 033-22318932/ 033- 22621530, Email ID: [email protected] Website: www.nrinternationalltd.in CIN: L74999WB1991PLC051738

To The Shareholders,

NOTICE is hereby given that 24th Annual General Meeting of the shareholders of M/s N. R. INTERNATIONAL LIMITED will be held at its Registered Office at “Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata - 700 001 on Monday, 28th day of September, 2015 at 10:00 A. M. to transact the following business;

Ordinary Business

1. To receive, consider and adopt the audited Annual Accounts as at 31st March, 2015 together with Auditors’ and Directors’ Reports thereon for the year ended on that date.

2. To appoint a Director in place of Mr. Nirmal Modi (holding DIN 00268371), who retires at the ensuing Annual General Meeting, and being eligible, offer himself for re-appointment.

3. To ratify the appointment of M/s Agarwal Vishwanath & Associates, Chartered Accountants, Kolkata (Firm Registration No. 323024E) as approved by members at the 23rd Annual General Meeting as Statutory Auditors of the Company, to hold office until the conclusion of 28th Annual General Meeting and to fix their remuneration for the Financial year ending 31st March, 2016.

Special Business

4. To consider and, if thought fit, to pass the following resolution as a Special Resolution:

“RESOLVED THAT pursuant to the provisions of Section 14 and other applicable provisions, if any, of the Companies Act, 2013 and Rules made thereunder, a new set of Articles of Association, placed before the Members, be and is hereby adopted and substituted in place of the existing Articles of Association of the Company.

5. To consider and if thought fit, to pass with or without modification, the following resolution as a Special Resolution:

"RESOLVED THAT pursuant to the provisions of Section 196, 197, 198 & 203 and other applicable provisions of the Companies Act 2013, if any, read with Schedule V of the said Act (including any amendment, modification, variation or re-enactment thereof), (corresponding to Section 198, 269, 309 Schedule XIII to the Companies Act, 1956), approval of the Company be and is hereby accorded to the re-appointment of Sri Deepak Agarwal (DIN. 00268483) as the Managing Director of the Company for a period of Five years effective from 1st October 2015 to 30th September 2020 on a monthly remuneration of Rs. 25000/- in the pay scale of Rs. 25000-5000-50000 all inclusive for the time being in force liable to retire by rotation .



“RESOLVED FURTHER THAT the Board of Directors of the Company be and is hereby authorized to do all such acts things and deeds as may be necessary to give effect to the above resolution."

The 14th August, 2015 By order of the Board

Regd. Office : - “Draupadi Mansion”, 3rd Floor, Sd/- 11, Brabourne Road, (Pooja Singh) Kolkata - 700 001 Company Secretary &

Compliance Officer Membership No. 38308

Notes:

1. An Explanatory Statement pursuant to Section 102 of the Companies Act, 2013 relating to the Special Business to be transacted at the Annual General Meeting is annexed hereto and form part of this Notice.

2. Details under clause 49 of the Listing Agreement with the Stock Exchanges in respect of the Director seeking appointment / re-appointment at the AGM form an integral part of the Notice. The Directors have furnished the requisite declaration for their appointment /reappointment.

3. A member entitled to attend and vote is entitled to appoint a proxy to attend and vote, instead of him/her.A proxy need not be a member of the Company. In order to be effective, the instrument appointing proxy must reach the Registered Officer of the Company not less than forty-eight hours before the commencement of the meeting. A person can act as proxy on behalf of members not exceeding fifty (50) and holding in the aggregate not more than ten percent of the Paid up Capital of the Company carrying voting rights. A member holding more than ten percent of the Paid up Capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as proxy for any other person or shareholder. Members are requested to notify to the Registrar & Share Transfer Agents of the Company, M/s. ABS CONSULTANT PVT LTD, Stephen House, 6th Floor, Room No. 99, 4, B.B.D. Bag (East), Kolkata – 700 001, any change in their address.



4. The Securities and Exchange Board of India (SEBI) has mandated the submission of Permanent Account Number (PAN) by every participant in securities market. Members holding shares in electronic form are, therefore, requested to submit their PAN to their Depository Participants with whom they are maintaining their demat accounts. Members holding shares in physical form can submit their PAN details to the R&T Agent or to the Registered office of the Company.

5. The Annual Report of the Company for the year 2014-15 circulated to the Members of the Company will also be made available on the Company’ website www.nrinternationalltd.in.

6. A route map: - The Route Map of the Venue of the meeting is given in the notice. The

prominent landmark for the venue is that it is opposite to Tea Board of India, Dalhousie.

7. Copies of Annual Report 2014-15 and Notice of 24th AGM of the Company inter alia

indicating the process and manner of e-voting along with Attendance Slip and Proxy Form are being sent by electronic mode only to all the Members whose email address are registered with the Company/ Depository Participant(s) for communication purpose unless any Member has requested for a hard copy of the same. Members are requested to update their email address with their Depository Participant(s) or send it to the Registered office of the Company, in case of Members holding shares in physical form, to enable us to send them correspondences via email. For members who have not registered their email address, physical copy of the Annual Report 2014-15 and notice of the 24th AGM of the Company inter alia indicating the process and manner of e- voting along with Attendance Slip and Proxy Form is being sent in the permitted mode.

8. Pursuant to the provisions of Section 91 of the Companies Act, 2013, the Register of

Members and Share Transfer Books of the Company will remain closed from 22.09.2015 to 28.09.2015 (both days inclusive)

9. Mr. Nirmal Modi was due to retire in the forth coming Annual General Meeting. Being

eligible for appointment as director, he offers himself for re appointment. Mr. Deepak Agarwal term of office as Managing Director expires on 30th September, 2015. On recommendation of Nomination & Remuneration Committee, the Board of Directors have reappointed him for a further period of 5 years w.e.f 1st October 2015 subject to approval of shareholders in general meeting.. The Board recommends their re appointment.



10. Profile of the directors seeking re-appointment/retiring by rotation are given below : (In pursuance of clause 49 of Listing Agreement & Secretarial Standards SS-2)

Name of Director Nirmal Modi Deepak Agarwal

Date of Birth 08/04/1959 14/06/1973

Date Of Appointment 01/11/2008 01/04/2009

Date of 1st appointment on Board

24/01/1994 30/03/1994

Qualification B.Com B.Com

Experience in Specific Function area

35 years experience in the field of Accounts, Finance & Management.

25 years experience in the field of Operation and Marketing.

Directorship of other Companies

(Except Private Limited Companies) (As on 31.03.2015)

NIL NIL

No of Meeting of the Board attended during the year.

9 9

Chairman/Member of Committees of the Board of which he is a Director.

Stakeholder Relationship Committee(Member)

NIL

Shareholding as on 31st March, 2015

131888 shares 120637 shares

Relationship with others Directors

N.A. N.A.

Remuneration sought to be paid Rs. 25,000/- Rs. 25,000/-

Remuneration last drawn Rs. 25,000/- Rs. 25,000/-

11. Voting through electronic means

Pursuant to the provisions of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Rules, 2014 as amended and revised clause 35B of the Listing Agreement, Members are provided with the facilities to cast their votes on all resolutions set forth in the Notice of the AGM using electronic voting system from a place other than the venue of the Meeting (“remote e-voting) provided by Central Depository Services (India) Ltd. (CDSL).

The notice of the 24thAnnual General Meeting (AGM) of the Company inter alia indicating the process and manner of remote e-Voting process along with printed Attendance Slip and Proxy Form is being dispatched to all the Members. The remote e-



Voting particulars are provided at the bottom of the Attendance Slip for the 24thAnnual General Meeting (AGM): The remote e-voting period begins on 25.09.2015 from 9.00 A.M. and ends on 27.09.2015 till 5.00 P.M. During this period, shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off/entitlement date of 21.09.2015 may cast their vote electronically. The remote e-voting module shall be disabled by CDSL for voting thereafter. Members also have the option to vote through Ballot Form. However, the duly completed Ballot Form should reach the Scrutinizer at 3A, Garstin Place, 4th Floor, Kolkata - 700001, not later than 27.09.2015 (5.00P.M.) (i.e. closing date of E-Voting) Ballot form received after this date will be treated as invalid. If member casts votes by both modes, then voting done through E-voting shall prevail and Ballot Form shall be treated as invalid.

The Instructions for E-Voting are as under:

a. Log on to the e-voting website: www.evotingindia.com during the voting period. b. Click on “Shareholders” tab c. Now, select Electronic Voting Sequence No. as mentioned in the Attendance Slip along

with “N R INTERNATIONAL LIMITED” from the drop down menu and click on “SUBMI”.

d. Now Enter your User ID (as mentioned in the Attendance Slip) : i. For CDSL: 16 digits beneficiary ID, ii. For NSDL: 8 Character DP ID followed by 8 Digits Client ID, iii.Members holding shares in Physical Form should enter Folio Number registered with the Company.

e. Next enter the Image Verification as displayed and Click on Login. f. If you are holding shares in Demat form and had loggedon to www.evotingindia.com

and voted on an earlier voting of any company, then your existing password is to be used.

g. However, if you are a first time user, please use the e-Voting particular provided in the Attendance Slip and fill up the same in the appropriate boxes:

h. After entering these details appropriately, click on “SUBMIT” tab. i. Members holding shares in physical form will then reach directly the Company

selection screen. However, members holding shares in demat form will now reach ‘Password Creation’ menu wherein they are required to mandatorily enter their login password in the new password field.

j. Kindly note that this password is to be also used by the demat holders for voting for resolutions of any other company on which they are eligible to vote, provided that company opts for e-voting through CDSL platform. It is strongly recommended not to share your password with any other person and take utmost care to keep your password confidential.



k. For Members holding shares in physical form, the details in Attendance Slip can be

used only for e-voting on the resolutions contained in this Notice. l. Click on the relevant EVSN “N R INTERNATIONAL LIMITED” for which you choose

to vote. m. On the voting page, you will see “Resolution Description” and against the same the

option “YES/NO” for voting. Select the option YES or NO as desired. The option YES implies that you assent to the Resolution and option NO implies that you dissent to the Resolution.

n. Click on the “Resolutions File Link” if you wish to view the entire Resolutions. o. After selecting the resolution you have decided to vote on, click on “SUBMIT”. A

Confirmation boxes will be displayed. If you wish to confirm your vote, click on “OK”, else to change your vote, click on “CANCEL” and accordingly modify your vote.

p. Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.

q. You can also take out print of the voting done by you by clicking on “Click here to print” option on the Voting page.

r. If Demat account holder has forgotten the changed password then enter the User ID and image verification code click on Forgot Password & enter the details as prompted by the system.

s. For Non – Individual Shareholders and Custodians: t. Non Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and

Custodians are required to log on to https://www.evotingindia.com and register themselves as Corporate.

A scanned copy of the Registration Form bearing the stamp and sign of the entity should be e-mailed to [email protected].

After receiving the login details a Compliance user should be created using the admin login and password. The Compliance User would be able to link the account(s) for which they wish to vote on.

The list of accounts linked in the login should be mailed to [email protected] and on approval ofthe accounts they would be able to cast their vote.

A scanned copy of the Board Resolution and Power of Attorney (POA) which theyhave issued in favour of the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.

II. In case you have any queries or issues regardinge-voting, you may refer the Frequently Asked Questions (“FAQs”) and e-voting manual available atwww.evotingindia.com under help section or write an email to [email protected].



III. Once the vote on a resolution is cast by the shareholder by electronic means, the shareholder shall not be allowed to change it subsequently or cast his vote by any other means. In the event, a member cast his/her votes through both the process i.e. e voting and Ballot Form, the vote cast in the electronic system would be considered and the votes cast in Ballot Form would be ignored.

IV. If a person became the member of the company after the dispatch of notice, then such member may contact the company for Login ID and other e-voting related details.

V. Voting facility at Annual General Meeting: Members who have cast their votes by remote e-voting prior to the meeting may attend the meeting, but shall not be entitled to cast their vote again.

VI. The voting rights of shareholders shall be in proportion of their shares of the paid up equity share capital of the Company as on the cut-off/entitlement date of 21.09.2015.

VII. Mr B. K. Barik, Practising Company Secretary, C. P. Membership No. 3897 has been appointed as the Scrutinizer to scrutinize the e-voting process, (including voting through ballot form received from the members) and voting at the venue of the annual general meeting in a fair and transparent manner.

VIII. The Scrutinizer shall within a period not exceeding three (3)working days from the conclusion of AGM unblock the votes in the presence of at least two (2) witnesses not in the employment of the Company and make a Scrutinizer’s Report of the votes cast in favour or against, if any, forthwith to the Chairman of the Company.

The Results shall be declared after the 24th Annual General Meeting (AGM) of the Company. This Notice as well as the Results declared along with the Scrutinizer’s Report shall be communicated to CDSL and BSE Limited on or after 28th September 2015.

EXPLANATORY STATEMENT

Item No. 4

The Articles of Association of the Company currently in force were originally adopted when the Company was incorporated under the Companies Act, 1956. The Articles of Association were amended from time to time in accordance with the provisions of the Companies Act, 1956. With the introduction of the Companies Act, 2013, it is proposed to amend the existing Articles of Association to make it consistent with the provisions of Companies Act, 2013 including the Rules framed thereunder. A copy of the proposed set of new Articles of Association of the Company would be available for inspection at the Registered Office of the Company from Monday to Friday between 3. P.M. and 5 P.M upto the date of the Annual General Meeting.



None of the Directors or Key Managerial Personnel and the relatives, are concerned or interested (financially or otherwise) in this Resolution. The passing of this Resolution does not and will not relate to or affect any other Company.

The Board commends the Special Resolution set out at Item no. 4 for the approval of Members.

Item No. 5

Sri Deepak Agarwal was reappointed as the Managing Director of the Company for a period of Five (5) years with effect from 1st October 2010 on the terms and conditions and remuneration as approved by the Members at the Annual General Meeting held on 21st September 2010. As such, the present term of office of Sri Deepak Agarwal shall expire on 30th September 2015. Sri Deepak Agarwal has been associated with the Company since 1994. Keeping in view the contribution made by Sri Deepak Agarwal for the growth of the Company, the Board of Directors of the Company and the Nomination & Remuneration Committee have re-appointment Sri Deepak Agarwal for a period of Five (5) years effective from 1st October 2015 subject to approval of shareholders in Annual General Meeting at a monthly remuneration as set out in the resolution.

Your Directors recommend the resolution set out at Item No.5 of the Notice for approval of the Members. The above may be treated as an abstract of the terms of appointment and Memorandum of concern or interest, pursuant to Section 102 of the Companies Act, 2013. None of the Director, Key managerial personnel and relatives of such person except Mr. Deepak Agarwal, as appointee, is in any way, concerned or interested, financial or otherwise, in the resolution.

Regd. Office: - By order of the Board “Draupadi Mansion”, 3rd Floor, Sd/- 11, Brabourne Road, (Pooja Singh) Kolkata - 700 001 Company Secretary

& Compliance Officer The 14th August, 2015 Membership No. 38308.

ROUTE MAP FOR THE VENUE OF AGM

N. R. INTERNATIONAL LIMITED Registered Office: Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata ‐ 700 001

Phone : 033‐22318932/ 033‐ 22621530, Email id: [email protected] Website: www.nrinternationalltd.in CIN: L74999WB1991PLC051738

DIRECTORS’ REPORT

To The Members of N. R. INTERNATIONAL LIMITED

Your Directors have pleasure in presenting their 24th Annual Report together with the Audited Statement of Accounts of the Company for the year ended March 31, 2015.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2015 is summarized below:

As at 31.03.2015

( ` )

As at 31.03.2014

( ` )

Revenue from Operation (Gross) 176,765,246 246,853,450

Less Excise Duty 0 0

Revenue from Operation (Net) 176,765,246 246,853,450

Other Income 51,561,507 11,709,175Total Revenue 228,326,753 258,562,625Profit before depreciation, interest and tax 16,521,921 49,20,915Less: Interest & Finance Charges 285,470 12,20,843

Profit before Depreciation and Tax 16,236,451 37,000,72

Less: Depreciation 6,890,837 25,60,488

Profit before Tax 9,345,614 11,39,584

Less: Provision for Taxation 1,648,313 12,14,700 Deferred Tax ‐1,310,335 ‐74,59,555

Income Tax for earlier years 0 0

Profit after Tax 9,007,636 73,84,439

Add: Surplus / (Loss) brought forwards previous year

(1,28,31,875)

(20,216,315)

Transfer from reserves 2,584,717 0

Surplus / (Loss) carried to Balance Sheet (1,239,522) (1,28,31,875)



DIVIDEND

Viewed from the curtailed revenue and consequent losses, 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

During the year under review considering the continued losses incurred by your company it has totally winded up it’s manufacturing business. Entire fixed assets pertaining to the steel or coke units has been sold out by the company and the proceeds were utilized for payment of bank loans. Now your company is engaged in the logistics business of cargo handling and transportation which they have their strong hold since past 20 years. During the year your company has earned substantial amount of net profits which is expected to increase in future years. FUTURE OUTLOOK

The company is planning to increase the volume of business for cargo handling and transportation by adding more and more clients. For the purpose it has also purchased fleet of heavy commercial vehicles like payloaders, trucks, hywas, etc. Your directors are confident of increase the revenues during the years to come. SHARE CAPITAL

The paid up equity capital as on March 31, 2015 was Rs. 1067.44 Lacs and Authorised 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 COMPANY The Company does not have any subsidiary.

FINANCE:

Your directors has immense pleasure to inform you that your company has cleared all it’s dues to banks and other financial institutions during the year under review. 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.



DEPOSITS

Your company has not accepted any deposits 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. However, the company has during the earlier year given guarantee for loans availed by M/s Surya Sponge Iron Ltd which is now neither a group company nor related party. The details of the investments made by the company are given in the notes to the Financial Statements.

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 this 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), RULE, 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

Mr. Nirmal Modi, Director of the company, retires by rotation at the ensuing Annual General Meeting and being eligible offer himself for re‐appointment as Director of the Company. Having regard to the qualifications, wide range of experience and association of Mr. Deepak Agarwal with the Company and considering the overall performance of the Company and its growth during his tenure, the Board of Directors of the Company based on recommendation of Nomination & Remuneration Committee proposes the re‐appointment of Mr. Deepak Agarwal, Managing Director of the company, for a further period of 5 years w.e.f 1st October,2015 subject to approval of shareholders at the ensuing Annual General Meeting of the Company liable to retire by rotation.

During the year under review, Mrs. Amita Agarwal and Mr. Rajendra Singh have been appointed as an Independent Directors for term of five years not liable to retire by rotation on recommendation of Nomination & Remuneration Committee.

Mr. Abhishek Modi has resigned as Director of the Company w.e.f. 7th February, 2015.The Board places on record the valuable services granted by him during his tenure .

During the year under review, Mr. Nirmal Modi has been appointed as Chief Financial Officer and Ms Pooja Singh has been appointed as Company Secretary with effect from 7th February, 2015 on recommendation of Nomination & Remuneration Committee.



The details of Directors/Managing Director seeking appointment/re‐appointment as required under Clause 49 of the Listing Agreement as required under Clause 49 of the Listing Agreement with Stock Exchange are given in the Notice of the ensuing Annual General Meeting .

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.

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 Clause 49 of the Listing Agreement, 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 AN INDEPENDENT DIRECTOR(S) AND RE APPOINTMENT A declaration by an 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 Clause 49 of the Listing Agreement with Stock Exchanges.

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.



MEETING During the year nine Board meetings and Five Audit Committee meetings were convened and held. The details of which are given in the Corporate Governance Report. AUDITORS

M/s Agarwal Vishwanath & Asosciates, Chartered Accountants, Auditors of the Company were appointed as Statutory Auditors of your Company at the last Annual General Meeting held on 27th September, 2014 for a consecutive term of five consecutive years. As per the provisions of Section 139 of the Companies Act, 2013, the appointment of Auditors is required to be ratified by Members at every Annual General Meeting. A certificate have been received from them to the effect that their appointment as Auditors would be in accordance with the provisions of Section 139 and 141 of the Companies Act, 2013 and rules made thereunder for the Financial Year 2015‐2016.. 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 Mr. B K Barik & Associates, Practising Company Secretary to conduct the Secretarial audit for the Financial Year 2014‐15. The Secretarial Audit Report for the Financial Year 2014‐15 is annexed herewith as “Annexure B”. The Secretarial Audit Report does not contain any qualification, reservation or any adverse remark. EXTRACT OF ANNUAL RETURN

The details forming part of the extract of the Annual Return in Form MGT‐9 is annexed herewith as “Annexure C”.



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 relating to material departures;

ii. 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 the financial year and of the profit or loss 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 Act 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 control to be followed by the

company and that such internal financial control is adequate and was operating effectively.

vi. The director had devised proper system to ensure compliance with the provision of all applicable laws and that such internal financial control is adequate and was operating effectively.

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 Company’s website and same is available at the following weblink http://www.nrinternationalltd.in/policy.html A particular of Contracts/Arrangements entered into with related parties is attached in form AOC‐2 as an ‘Annexure D’ to this Report.

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 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 The Vigil Mechanism of the Company, which also incorporates a whistle blower policy in terms of the Listing Agreement. Protected disclosure can be made by a whistle blower through an e‐mail or a letter to the Chairman of the Audit Committee. 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 work place a new act The Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 has been notified on 9th December, 2013. Under the said Act every company is required to set up an Internal Complaints Committee to look into complaints relating to sexual harassment at work place of any women employee. Our Company has adopted a policy for prevention of Sexual Harassment of Women at workplace. During the year, Company has not received any complaint of harassment.



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 Clause 49 of the Listing Agreement.



CORPORATE GOVERNANCE CERTIFICATE

The Compliance certificate from the auditors regarding compliance of conditions of corporate governance as stipulated in Clause 49 of the Listing agreement is annexed herewith as “Annexure E”.

LISTING WITH STOCK EXCHANGES:

The Company confirms that it has paid the Annual Listing Fees for the year 2015‐2016 to BSE where the Company’s Shares are listed.

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/‐

Nirmal Modi Date; 30th May, 2015 Chairman Place: Kolkata DIN: 00268371

DISCLOSURE UNDER RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OF MANAGERIAL PERSONNEL), RULE, 2014

1. The Ratio of Remuneration of each Director to the median remuneration of the Employee and percentage increase in remuneration of Director, CFO AND CS

2. Percentage increase in median remuneration:

Median remuneration of employees in FY 2014-15 (Rs.)

Median remuneration of employees in FY 2013-14 (Rs.)

Percentage Increase/Decrease

68400

73439

6.86%

3. No. of permanent employees as on 31.03.2015: Total - 19 Employees

4. Relationship between average increase in remuneration and Company’s performance:

There is no direct relationship between average increase in remuneration and Company’s

performance

5. Comparison of remuneration of KMP remuneration against the performance of the

Company:

Sr. No.

Name Designation Remuneration paid for FY 2014-15 (Rs.)

Remuneration paid for FY 2013-14 (Rs.)

% increase in remuneration in the FY 2014-15

Ratio/ Times per median of employee remuneration

1 Mr. Deepak Agarwal

Managing Director

3,00,000.00 3,00,000.00 NIL 4.39

2. Mr. Nirmal Modi

Chief Financial Officer

3,00,000.00 3,00,000.00 NIL 4.39

3. V.K.Srivastav Independent Director

NIL NIL NIL NIL

4. Mr. Rajendra Singh

Independent Director

NIL NIL NIL NIL

5. Mrs. Amita Agarwal

Independent Director

NIL NIL NIL NIL

6. Pooja Singh Company Secretary

NEW ENCUBMENT

6. The KMP remuneration is not related to Company’s performance. They are paid as per their

terms of appointment.

7. Variation in market capitalization, PE ratio:

Particular As on 31.03.2015 As on 31.03.2014 As on last public offer

Percentage increase

Market capitalization of the Company

PE ratio

Market quotation of equity shares

8. Comparison between average percentile increase in salaries of employees (excluding

managerial personnel ) and percentile increase in managerial remuneration:

Average percentile increase in salaries of employees other than managerial personnel in FY. 2014-15

Percentile increase in managerial personnel remuneration in FY 2014-15

Justification

6.86 % NIL NA

9. The key parameters for any variable component of remuneration availed by Director:

No variables component in the remuneration paid to Directors.

10. There was no employee who received remuneration in excess of the highest paid director in FY 2014-15

11. This is to affirm that the above information is as per the Remuneration policy of the Company.

For and on behalf of Board of Director

Place: Kolkata Sd/- Date: May 30, 2015 Nirmal Modi

Chairman

B.K.BARIK & ASSOCIATES 3A, Garstin Place, 4th floor Company Secretaries Kolkata – 700 001

Phone No: 033-2262-1047/48 Mobile:9331829181

E-mail: [email protected]

Form No. MR – 3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31ST MARCH, 2015 [Pursuant to section 204(1) of the Companies Act, 2013 and rule No. 9 of the

companies (Appointment and Remuneration Personnel) Rules, 2014] The Members, M/s. N R INTERNATIONAL LIMITED Draupadi Mansion,3rd Floor, 11, Brabourne Road, Kolkata-700001

We have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practice by M/s. N R INTERNATIONAL LIMITED (hereinafter called the “Company”). Secretarial Audit was conducted in a manner that provided our a reasonable basis for evaluating the corporate conduct/ statutory compliance and expressing our opinion thereon.

Based on our verification of the M/s. N R INTERNATIONAL LIMITED, books, papers, minute books, forms, and returns filed and other records maintained by the company and also the information provided by the company, its officers, agents and authorized representatives during the conduct of secretarial audit, we hereby report in our opinion that the company has during the audit period covering the financial year ended on 31st March,2015 complied with all the statutory provisions listed hereunder and also that the company has proper Board -process and compliance – mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

We have examined the books, papers, minute books, forms and returns filed and other records maintained by M/s. N R INTERNATIONAL LIMITED (“the Company”), for the financial year ended on 31st March,2015 according to provision of:-

(i) The Companies Act, 2013 (the Act) and the rules made thereunder; (ii) The Securities Contracts (Regulation) Act, 1956 (‘SCRA’) and the rules made thereunder; (iii) The Depositories Act, 1996 and the Regulations and Bye-laws framed

thereunder; (iv) Foreign Exchange Management Act, 1999 and rules and regulations

made there under to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings;

(v) The following Regulations and Guidelines prescribed under the Securities and Exchange Board of India Act, 1992 (‘SEBI Act’):-

(a) The Securities and Exchange Board of India (Substantial Acquisition

of Shares and Takeovers) Regulations, 2011;

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009;

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008;

(f) The Securities and Exchange Board of India (Registrars to an Issue and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with client;

(g) The Securities and Exchange Board of India ( Delisting of Equity Shares) Regulations, 2009; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998;

(vi) Water (Prevention and Control of Pollution) Act, 1974 and

Air (Prevention And Control of Pollution) Act, 1981

(vii) Factories License under Factories Act, 1948 for its units situated in different places.

We also examined compliance with the applicable clauses of the following:-

(i) Secretarial Standard issued by The Institute of Company Secretaries of India and notified by Ministry of Corporate Affairs (MCA) SS1 and SS2 dated 10th April, 2015. Not notified in relevant period as such not applicable to the Company during the audit period.

(ii) The Listing Agreements entered into by the Company with The BSE Limited.

During the period under review the Company has complied with the provision of the Act, Rules, Regulations, Guidelines, Standards etc mentioned above subject to the following observations. The provisions under Section 135 of the Companies Act, 2013 and the rules made thereunder are not applicable to the Company.

a) The company has held 5 meetings of Audit Committee, 2 meetings of Nomination and Remuneration Committee and 4 meetings of Stakeholder Relationship Committee which are required to be held at least in every quarter for prudent business practices and for good Corporate Governance. There were minutes book, notice along with Agenda sent for conveying the meeting.

b) During the financial year ended 31/03/2015, the company has appointed

Chief Financial Officer (CFO) and Company Secretary w.e.f. 07/02/2015.

c) During the financial year ended 31/03/2015, Mr. Abhishek Modi (Independent Director) has resigned from the Company w.e.f. 07/02/2015 and the company has appointed Mr. Rajendra Singh and Mrs. Amita Agarwal (Independent Director) w.e.f. 07/02/2015.

d) We have been given to understand by the management that adequate steps are being taken to comply with section 629A of the Companies Act, 1956.

We further report that The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, Non-Executive Directors and Independent Director. The changes in composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Companies Act. Adequate notice is given to all directors to schedule the Board Meetings, agenda and detailed notes on agenda were sent at least seven days in advance, and a system exists for seeking and obtaining further information and clarifications on the agenda items before the meeting and for meaningful participation at the meeting. Majority decision is carried through while the dissenting members’ views are captured and recorded as part of the minutes.

We further report that there are adequate systems and processes in the company commensurate with the size and operations of the company to monitor and ensure compliance with applicable laws, rules, regulations and guidelines.

We further report that there are adequate system and process in the company commensurate with the size and operation of the company to monitor and ensure compliance with applicable laws, rules, regulation, guidelines however the compliance report were not submitted to board in time but there was compliance in respect of The Employees State Insurance Act, 1948, The Employees Provident Fund and Miscellaneous Provision Act, 1952, West Bengal Vat Act, 2003, Central Board of Excise & Custom, The West Bengal State Tax on Professions, Trades, Callings And Employments Act, 1979.

We further report that During the audit period no prosecution initiated against the company and not received any show cause notice under review as received informations of the member of board.

Place: Kolkata For B.K.BARIK & ASSOCIATES Date: 30/05/2015 Company Secretaries

Sd/-

B.K.Barik

Practising Company Secretary FCS : 5696, C.P.No. 3897

Annexure-A

B.K.BARIK & ASSOCIATES 3A, Garstin Place, 4th floor, Company Secretaries Kolkata – 700 001

Phone No: 033-2262-1047/48 Mobile: 9831061732/9331829181

E-mail: [email protected] The Members M/s. N R INTERNATIONAL LIMITED Draupadi Mansion,3rd Floor, 11,Brabourne Road, Kolkata-700001 Our report of even date is to be read along with this letter.

1. Maintenance of Secretarial record is the responsibility of the management of the Company. Our responsibility is to express an opinion on these Secretarial records based on our audit.

2. We have followed the audit practices and processes as were appropriate to obtain reasonable assurance about the correctness of the contents of the Secretarial records. The verification was done on test basis to ensure that correct facts are reflected in Secretarial records. We believe that the processes and practices, we followed provide a reasonable basis for our opinion.

3. We have not verified the correctness and appropriateness of financial records and Books of Accounts of the Company.

4. Where ever required, we have obtained the Management representation about the compliance of laws, rules and regulations and happening of events etc.

5. The compliance of the provisions of Corporate and other applicable laws, rules, regulations, standards is the responsibility of management. Our examination was limited to the verification of procedures on test basis.

6. The Secretarial Audit report is neither an assurance as to the future viability of the Company nor of the efficacy or effectiveness with which the management has conducted the affairs of the Company.

Place: Kolkata For B.K.BARIK & ASSOCIATES Date : 30.05.2015 Company Secretaries

Sd/- B.K.Barik

Practising Company Secretary FCS : 5696, C.P.No. 3897

I REGISTRATION & OTHER DETAILS:

iiiiiiiv

vvi

vii

II PRINCIPAL BUSINESS ACTIVITIES OF THE COMPANY

SL No Name & Description of main products/services

1 Cargo Handling and Transportation

III PARTICULARS OF HOLDING , SUBSIDIARY & ASSOCIATE COMPANIES

Sl No Name & Address of the Company CIN/GLN HOLDING/SUBSIDIARY/ASSOCIATE

% OF SHARES HELD

APPLICABLE SECTION

1 N.A N.A N.A N.A N.A

FORM NO. MGT 9EXTRACT OF ANNUAL RETURN

as on financial year ended on 31.03.2014Pursuant to Section 92 (3) of the Companies Act, 2013 and rule 12(1) of the Company

(Management & Administration ) Rules, 2014.

% to total turnover of the company

NIC Code of the Product /service

100%

Company limited by sharesCategory/Sub‐category of the CompanyName of the Company N R INTERNATIONAL LIMITED

All the business activities contributing 10% or more of the total turnover of the company shall be stated

Whether listed company

Name , Address & contact details of the Registrar & Transfer Agent, if any.

ABS Consultant Pvt. Ltd. 99, Stephen House, 6th Floor, 4, BBD Bag (East), Kolkata‐

700001.

Yes

CINRegistration Date

Address of the Registered office & contact details

3rd Floor, Draupadi Mansion, 11 Brabourne Road, Kolkata‐700001

L74999WB1991PLC05173814/05/1991

IV SHAREHOLDING PATTERN (Equity Share capital Break up as % to total Equity)

Category of Shareholders

Demat Physical Total % of Total Shares

Demat Physical Total % of Total Shares

A. Promoters

(1) Indian 0 0 0 0 0 0 0 0 0 0a) Individual/HUF 6454347 0 6454347 60.47 6454347 0 6454347 60.47 0 0b) Central Govt.or State Govt. 0 0 0 0 0 0 0 0 0c) Bodies Corporates 0 0 0 0 0 0 0 0d) Bank/FI 0 0 0 0 0 0 0 0 0 0e) Any other 0 0 0 0 0 0 0 0 0 0

SUB TOTAL:(A) (1) 6454347 0 6454347 60.47 6454347 0 6454347 60.47 0 0

(2) Foreigna) NRI‐ Individuals 0 0 0 0 0 0 0 0 0 0b) Other Individuals 0 0 0 0 0 0 0 0 0 0c) Bodies Corp. 0 0 0 0 0 0 0 0 0 0d) Banks/FI 0 0 0 0 0 0 0 0 0 0e) Any other… 0 0 0 0 0 0 0 0 0 0

SUB TOTAL (A) (2) 0 0 0 0 0 0 0 0 0 0

Total Shareholding of Promoter (A)= (A)(1)+(A)(2) 6454347 0 6454347 60.47 6454347 0 6454347 60.47

B. PUBLIC SHAREHOLDING

(1) Institutionsa) Mutual Funds 0 2850 2850 0.03 0 2850 2850 0.03b) Banks/FI 0 600 600 0.01 0 600 600 0.01C) Cenntral govt 0 0 0 0 0 0 0 0d) State Govt. 0 0 0 0 0 0 0 0e) Venture Capital Fund 0 0 0 0 0 0 0 0f) Insurance Companies 0 0 0 0 0 0 0 0g) FIIS 0 0 0 0 0 0 0 0h) Foreign Venture Capital Funds 0 0 0 0 0 0 0 0i) Others (specify) 0 0 0 0 0 0 0 0

SUB TOTAL (B)(1): 0 3450 3450 0.03 0 3450 3450 0.03

(2) Non Institutionsa) Bodies corporatesi) Indian 1989685 78400 2068085 19.37 1969788 78400 2048188 19.19ii) Overseas 0 0 0 0 0 0 0 0b) Individuals

i) Individual shareholders holding nominal share capital upto Rs.1 lakhs 833822 898077 1731899 16.22 841905 894102 1736007 16.26 0ii) Individuals shareholders holding nominal share capital in excess of Rs. 1 lakhs 321656 94850 416506 3.9 334345 94850 429195 4.02c) Others (specify) 108 0 108 0 3208 0 3208 0.03

SUB TOTAL (B)(2): 4216598 3145271 39.5 3149246 1067352 4216598 39.5

Total Public Shareholding(B)= (B)(1)+(B)(2) 3145271 4220048 39.53 3149246 1070802 4220048 39.53.

C. Shares held by Custodian for GDRs & ADRs 0 0 0 0 0 0 0

Grand Total (A+B+C) 9599618 1074777 10674395 100 9603593 1070802 10674395 100

0

0

00

0

0

NIL

No. of Shares held at the beginning of the year

No. of Shares held at the end of the year % change during the year

NILNILNIL

NILNILNILNILNILNILNIL

NIL

(ii) SHARE HOLDING OF PROMOTERS

Sl No. Shareholders Name % change in share holding during the year

NO of shares % of total shares of the company

% of shares pledged encumbered to total shares

NO of shares % of total shares of the company

% of shares pledged encumbered to total shares

1 ANJU AGARWAL 30000 0.28 NIL 30000 0.28 NIL NIL2 DEEPAK AGARWAL 120637 1.13 NIL 120637 1.13 NIL NIL3 NIRMAL MODI 131888 1.24 NIL 131888 1.24 NIL NIL4 SHRADDHA MODI 195250 1.83 NIL 195250 1.83 NIL NIL5 VINEET MODI 267000 2.50 NIL 267000 2.50 NIL NIL6 NIRMAL MODI & HUF 360000 3.37 NIL 360000 3.37 NIL NIL7 ABHISHEK MODI 397278 3.72 NIL 397278 3.72 NIL NIL8 SANGEETA MODI 4952294 46.39 NIL 4952294 46.39 NIL NIL

(iii)

Sl. No.

No. of Shares % of total shares of the company

No of shares % of total shares of the company

At the beginning of the year N.A N.A N.A N.ADate wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc) N.A N.A N.A N.AAt the end of the year N.A N.A N.A N.A

Shareholding at the begginning of the year

Shareholding at the end of the year

Share holding at the beginning of the Year

Cumulative Share holding during the year

CHANGE IN PROMOTERS' SHAREHOLDING ( SPECIFY IF THERE IS NO CHANGE) : NOT APPLICABLE

(iv) Shareholding Pattern of top ten Shareholders (other than Direcors, Promoters & Holders of GDRs & ADRs)

Sl. NoFor Each of the Top 10

ShareholdersNo.of shares % of total shares of

the companyNo of shares % of total shares of the

company1 Aim Credit Capital Pvt. LtdAt the beginning of the year 1089712 10.21 1089712 10.21Bought During the year ‐ ‐ ‐ ‐Sold During the year ‐ ‐ ‐ ‐

At the end of the year 1089712 10.21 1089712 10.21

2 Flexir Impex Pvt. Ltd

At the beginning of the year 748667 7.01 748667 7.01Bought During the year ‐ ‐ ‐ ‐Sold During the year ‐ ‐ ‐ ‐At the end of the year 748667 7.01 748667 7.01

3CFL Capital Financial Services Limited

At the beginning of the year 79934 0.75 79934 0.75Bought During the year ‐ ‐ ‐ ‐

Sold During the year ‐ ‐ ‐ ‐


4 Komal Mansukh Bhasali




5 Amtik Securities Pvt. LtdAt the beginning of the year 44500 0.42 44500 0.42Bought During the year ‐ ‐ ‐ ‐Sold During the year ‐ ‐ ‐ ‐At the end of the year 44500 0.42 44500 0.42

6 Anoop VaziraniAt the beginning of the year 25500 0.24 25500 0.24Bought During the year ‐ ‐ ‐ ‐Sold During the year ‐ ‐ ‐ ‐At the end of the year 25500 0.24 25500 24

7 Vimal Gunvantray Shah

At the beginning of the year 21500 0.2 21500 0.2

Bought During the year 95 ‐ 21595 0.2



8 Sarita KumariAt the beginning of the year 21441 0.2 21441 0.2

Bought During the year ‐ ‐ ‐ ‐

Sold During the year 826 0.01 20615 0.19


9 Bantesh UpadhayayAt the beginning of the year 19065 0.18 19065 0.18Bought During the year ‐ ‐ ‐ ‐Sold During the year ‐ ‐ ‐ ‐


10Vijaykumar Vitthalbhai Prajapati Jtly. Varshaben Vijaykumar Prajapati




Shareholding at the end of the year Cumulative Shareholding during the year

(v) Shareholding of Directors & KMP

Sl. NoFor Each of the Directors & KMP No.of shares % of total shares of

the companyNo of shares % of total shares of the

company

Mr. Nirmal Modi 131888 NIL 131888 NIL

At the beginning of the year

Date wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

NIL NIL NIL NIL

At the end of the year NIL NIL NIL NIL

Mr. Deepak AgarwalAt the beginning of the year 120637 NIL 120637 NILDate wise increase/decrease in Promoters Share holding during the year specifying the reasons for increase/decrease (e.g. allotment/transfer/bonus/sweat equity etc)

NIL NIL NIL NILAt the end of the year 120637 NIL 120637 NIL

Shareholding at the end of the year Cumulative Shareholding during the year

V INDEBTEDNESS : NIL

Indebtedness of the Company including interest outstanding/accrued but not due for paymentSecured Loans

excluding deposits

Unsecured Loans

Deposits Total Indebtedn

ess

i) Principal Amountii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii)

ii) Interest due but not paidiii) Interest accrued but not due

Total (i+ii+iii)

VI REMUNERATION OF DIRECTORS AND KEY MANAGERIAL PERSONNEL

A. Remuneration to Managing Director, Whole time director and/or Manager:

Sl.No1

234

5Total (A)Ceiling as per the Act

NIL

(a) Salary as per provisions contained in section 17(1) of the Income Tax. 1961.

(b) Value of perquisites u/s 17(2) of the Income tax Act, 1961

(c ) Profits in lieu of salary under section17(3) of the Income Tax Act, 1961

Stock option

CommissionSweat Equity

as % of profitothers (specify)Others, please specify

NIL

Net Change

Name of the MD

i) Principal Amount

Particulars of Remuneration

Change in Indebtedness during the financial year

AdditionsReduction

Indebtness at the beginning of the financial year

Indebtedness at the end of the financial year

Gross salaryTotal Amount

NIL

3,00,000.00

NIL

NILNIL

3,00,000.00

NIL

Deepak agarwal

NILNILNIL

NIL

NILNIL

NILNILNIL

NILNIL

B. Remuneration to other directors:

Sl.No

1 Amita Agarwal Rajendra SinghVino Kumar

Srivastav

NIL NIL NIL(b) Commission NIL NIL NIL(c ) Others, please specify NIL NIL NILTotal (1) NIL NIL NIL

2 Other Non Executive Directors NIL NIL NIL

NIL NIL NIL(b) Commission NIL NIL NIL(c ) Others, please specify. NIL NIL NILTotal (2) NIL NIL NILTotal (B)=(1+2) NIL NIL NILTotal Managerial Remuneration NIL NIL NILOverall Cieling as per the Act.

C. REMUNERATION TO KEY MANAGERIAL PERSONNEL OTHER THAN MD/MANAGER/WTD

Sl. No. Total1 Company

SecretaryCFO Total

1,50,000 3,00,000

NIL NIL

NIL NIL2 NIL NIL3 NIL NIL4 NIL NIL

NIL NILNIL NIL

5 NIL NILNIL NIL

Total

NIL

NIL

NILNIL

NILNILNILNILNIL

Stock OptionSweat EquityCommissionas % of profitothers, specifyOthers, please specify

Gross Salary

(a) Salary as per provisions contained in section 17(1) of the Income Tax Act, 1961.

(b) Value of perquisites u/s 17(2) of the Income Tax Act, 1961

(c ) Profits in lieu of salary under section 17(3) of the Income Tax Act, 1961


(a) Fee for attending board committee meetings

Independent Directors

Independent Directors

Name of the Directors

NIL

4,50,000

NILNILNILNIL

NIL

Key Managerial Personnel

NIL

Total Amount

(a) Fee for attending board committee meetings


NILNILNIL

NIL

NIL

VII PENALTIES/PUNISHMENT/COMPPOUNDING OF OFFENCES

Type Section of the Companies Act

Brief Description

Details of Penalty/Punishment/Compounding fees imposed

Authority (RD/NCLT/Court)

Appeall made if any (give details)

Penalty NIL NIL NIL NIL NILPunishment NIL NIL NIL NIL NIL

Compounding 629A NIL NILBANKSHALL COURT NIL


Compounding629A

NIL NILBANKSHALL COURT NIL


Compounding629A

NIL NILBANKSHALL COURT NIL

A. COMPANY

B. DIRECTORS

C. OTHER OFFICERS IN DEFAULT

FORM NO. AOC 2

(Pursuant to clause (h) of subsection (3) of section 134 of the Act and Rule 8(2) of the Companies (Accounts) Rules, 2014.

Form for Disclosure of particulars of contracts/arrangements entered into by the company with related parties referred to in sub section (1) of section 188 of the Companies Act, 2013 including certain arms length transaction under third proviso thereto. 1. Details of contracts or arrangements or transactions not at Arm’s length basis.

SL. No. Particulars Details a) Name (s) of the related party & nature of

relationship

b) Nature of contracts/arrangements/transaction c) Duration of the

contracts/arrangements/transaction

d) Salient terms of the contracts or arrangements or transaction including the value, if any

e) Justification for entering into such contracts or arrangements or transactions’

f) Date of approval by the Board g) Amount paid as advances, if any h) Date on which the special resolution was

passed in General meeting as required under first proviso to section 188

2. Details of contracts or arrangements or transactions at Arm’s length basis. 2(i)

SL. No. Particulars Details a) Name (s) of the related party & nature of

relationship Bharat Global P Ltd (Relatives of Chairman are Directors)

b) Nature of contracts/arrangements/transaction Sale of Fixed Assets c) Duration of the

contracts/arrangements/transaction 30 Days


Rs. 200.00 Lakhs

e) Date of approval by the Board 07.02.2015 f) Amount paid as advances, if any NA

2(ii)

SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship

Bharat Global P Ltd (Relatives of Chairman are Directors)

b) Nature of contracts/arrangements/transaction Purchase of Equipments c) Duration of the

contracts/arrangements/transaction 12 Months


Rs. 1000.00 Lakhs

e) Date of approval by the Board 07.02.2015 f) Amount paid as advances, if any 494.55 Lakhs

2(iii)

SL. No. Particulars Details

a) Name (s) of the related party & nature of relationship

Aim Credit Capital P Ltd (Relatives of Chairman are Directors)

b) Nature of contracts/arrangements/transaction Rent c) Duration of the

contracts/arrangements/transaction 12 Months


Rs. 12000.00

e) Date of approval by the Board 27.03.2014 f) Amount paid as advances, if any NIL

For and on behalf of the Board of Directors

Sd/‐ Nirmal Modi Date; 30th May, 2015 Chairman Place: Kolkata DIN: 00268371

Pushkal Bhawan 133/1/1A, S . N. Banerjee Road

Chartered Accountants 3rd Floor, Kolkata - 700 013 Phone . (033) 2229 0635 1 0076

AUDITORS CERTIFICATE OF CORPORATE GOVERNANCE

To, The Members, N R International Limited

We have examined the compliance of conditions of Corporate Governance by N R International Limited. for the financial year ended March 31, 2015 as stipulated in

clause 49 of the Listing Agreement of the said Company with the Stock Exchange(s).

The compliance of conditions of Corporate Governance is the responsibility of the

mai-ragement. Our examination was limited to proccdures and implementation thereof, adopted by the Company for ensuring the compliance of the conditions of the Corporate Governance. It is neither an audit nor an expression of opinion on the financial statements of the Company.

In our opinion, and to the best of our information and according to the explanations given to us, we certify that the Company has complied with the conditions of Corporate

Governance as stipulated in the above mentior~ed Listing Agreement.

We further state that such compliance is neither an assurance as to the future viabiIity of the Company nor the efficiency or effectiveness with which the management has

conducted the affairs of the Company.

For, Agarwal Vishwanath & Associates. Chartered Accountants

Firm's Registration Number: 3230248

Place: Kolkata Date: 30th May, 2015

CA Vishwanath Agarwal Partner

Membership Number: 054806



CORPORATE GOVERNANCE REPORT FOR THE YEAR 2014-15

1. COMPANY’S PHILOSOPHY ON CODE OF CORPORATE GOVERNANCE

The Company firmly believes that the principles of sound corporate governance not only encompass within its purview the statutory requirements but also that the enterprise is governed in a manner that it meets the objective of growth and prosperity, and has the competitive edge in the current market scenario. The company recognizes that transparent, credible and accountable governance is a must in today’s scenario. A sound governance process consists of a combination of business practice, which results in enhanced shareholders value and enables the company to fulfill its obligations to customers, employees, financiers and to the society in general. The company further believes that such practices are founded upon the core values of transparency, accountability, independent monitoring and environmental consciousness. The company makes its best endeavor to uphold and nurture these core values across all aspects of its operations.

2. BOARD OF DIRECTORS

I. COMPOSITION AND CATEGORY

The current policy is to have an appropriate mix of executive and independent directors to maintain the independence of the Board. The Board consists of: • Two promoter, executive directors • Three independent directors The composition of Board of Directors and all the number of other Board of Directors or Board Committees of which he is a member / Chairman/Chairperson are as under:

Name of Director.

Category No. of other directorship (excluding

)

No. of membership of other Board Committee (including NR International Ltd )

No. of Board Committee for Which Chairman/ Chairperson. (including NR International Ltd)

No of shares held as on 31.3.2015

Mr. Nirmal Modi

Promoter- Executive

NIL NIL NIL 131888

Mr. Deepak Agarwal

Promoter- Executive

NIL NIL NIL 120637



Mr. V. K. Srivastava

Independent Non – executive director

NIL 2 1 NIL

Mr. Abhishek Modi (upto 7.2.2015)


NIL 2 NIL 397278

Shri Rajendra Singh (w.e.f 07.02.2015)


NIL 2 NIL NIL

Mrs. Amita Agarwal (w.e.f 07.02.2015)


NIL 1 1 NIL

Private Companies & Section 8 Companies

Stakeholders Relationship Committee & Audit Committee has been considered .

None of the Independent Directors serves as such in more than seven (7) listed Companies.

II. ATTENDANCE OF EACH DIRECTOR AT THE BOARD MEETINGS AND THE LAST ANNUAL GENERAL MEETING.

During the financial year ended 31st March 2015, 9 (Nine) Board meetings were held on 18th April, 2014, 26th May, 2014, 2nd June 2014, 18th July, 2014, 08th August 2014, 26th October, 2014, 13h November, 2014, 07th February, 2015 and 27th March 2015 & the maximum gap between two Board Meetings did not exceed 120 days. The attendance of each director at these Boards meeting and the last Annual General Meeting (AGM) was as follows:

Name of Director. No. of Board Meeting attended

Attendance at last AGM held on 27th September, 2014.

Mr. Nirmal Modi 9 No

Mr. Deepak Agarwal 9 Yes

Mr.V. K. Srivastava 9 Yes

Mr. Abhishek Modi 8 Yes

Mr. Rajendra Singh 1 N.A

Mrs. Amita Agarwal 1 N.A.



All material information are circulated to the Directors before the Meeting or placed at its meeting including minimum information as required under Annexure-X to the Listing Agreement. All the directors have complete and unrestricted access to any information required by them.

3. AUDIT COMMITTEE

I. COMPOSITION.

The Audit Committee of the company comprises of three Directors, all of them are independent non-executive. All these directors posses knowledge of corporate finance, accounts and law. The Chairperson of the Committee is non executive Independent Director nominated by the Board. The Statutory Auditors of the company are permanent invitees at the meeting of the Committee.

The Constitution of the Audit Committee during the financial year 2014-15 was as follows:

1. Mrs. Amita Agarwal : Chairperson, Independent, Non – executive 2. Mr. V. K. Srivastava : : Member, Independent, Non – executive 3. Mr. Rajendra Singh : Member, Independent, Non – executive

Miss Pooja Singh Company Secretary is Secretary of Audit Committee.

II. BROAD TERMS OF REFERENCE

The terms of reference of the Audit Committee include: • overseeing the Company’s financial reporting process and disclosure of financial

information to ensure that the financial statements are correct, sufficient and credible;

• reviewing and examination with management the quarterly financial results before submission to the Board;

• reviewing and examination with management the annual financial statements before submission to the Board and the auditors’ report thereon;

• review management discussion and analysis of financial condition and results of operations;

• scrutiny of inter-corporate loans and investments made by the Company; • reviewing with management the annual financial statements and auditor’s report

thereon before submission to the Board • reviewing, approving or subsequently modifying any Related Party Transactions in

accordance with the Related Party Transaction Policy of the Company; • approving the appointment of Chief Financial Officer after assessing the

qualifications, experience and background, etc. of the candidate;



• recommending the appointment, remuneration and terms of appointment of Statutory Auditors of the Company and approval for payment of any other services;

• reviewing and monitoring the auditor’s independence and performance, and effectiveness of audit process;

• reviewing management letters / letters of internal control weaknesses issued by the Statutory Auditors;

• discussing with Statutory Auditors, before the audit commences, on the nature and scope of audit as well as having post-audit discussion to ascertain area of concern, if any;

• reviewing with management, Statutory Auditors and Internal Auditor, the adequacy of internal control systems;

• recommending appointment, remuneration and terms of appointment of Internal Auditor of the Company;

• reviewing the adequacy of internal audit function and discussing with Internal Auditor any significant finding and reviewing the progress of corrective actions on such issues;

• evaluating internal financial controls and risk management systems; • valuating undertaking or assets of the Company, wherever it is necessary; • reviewing the functioning of the Whistle Blowing mechanism;

III. MEETING AND ATTENDANCE

During the financial year ended 31st March 2015, Five Audit Committee meetings were held on 18th April 2014, 18th July, 2014, 8th August, 2015, 26th October 2014 and 7th February, 2015.

Name of Director. No. of Meeting attended

Mrs. Amita Agarwal (appointed w.e.f 07.02.2015) N.A

Mr. V. K. Srivastava 5 Mr. Rajendra Singh (appointed w.e.f 07.02.2015) N.A

Mr. Nirmal Modi (upto 07.02.2015) 5

Mr. Abhishek Modi (upto 07.02.2015) 5

IV. INTERNAL AUDIT

The Company has a internal audit system which is conducted by an independent Chartered Accountant firm which submit its report to the Chairman of Audit Committee and Chief Financial Officer of the Company.



4. NOMINATION AND REMUNERATION COMMITTEE

I. COMPOSITION.

The Committee consists of three Independent & Non Executive Directors, Shri V.K Srivastava as Chairman, Shri Rajendra Singh and Mrs. Amita Agarwal as members. During the financial year ended 31st March 2015, 2 Committee meeting were held on 8th August 2014 and 7th February, 2015.

II. DETAILS OF REMUNERATION TO THE DIRECTORS FOR THE YEAR ENDED 31.03.2015

Name of Director. Salary Benefits Commission Sitting Fees

Total

Shri Nirmal Modi (Chairman)

3,00,000 - - - 3,00,000

Shri Deepak Agarwal (Managing Director)

3,00,000 - - - 3,00,000

Shri V. K. Srivastava - - - - -

Shri Rajendra Singh - - - - -

Mrs Amita Agarwal - - - - -

5. STAKEHOLDERS RELATIONSHIP COMMITTEE

In compliance with the provisions of Section 178 of the Companies Act,2103 and Clause 49 of the Listing Agreement with the Stock Exchanges , the Company has constituted the Stakeholder Relationship Committee to oversee the redressal of the shareholders and Investor grievance in related to transfer of shares, non – receipt of annual report etc.

I. COMPOSITION

Shri V. K. Srivastava : Chairman, Independent, Non - Executive

Shri Rajendra Singh : Member, Independent, Non –Executive

Shri Nirmal Modi : Member, Promoter – Executive

II. MEETING AND ATTENDANCE

During the Financial year ended 31st March 2015, 4 (Four) Meetings of Stakeholder Relationship Committee was held.



III. TERMS OF REFERENCE

The terms of references of the Committee are to approve transfer / transmission of shares, dematerialization and re –materialization of shares, approving the split and consolidation request and other matters relating to transfer and registration of shares and also further to look into the redressal of shareholders’ and investors’ complaints relating to non receipt of notices, share certificates, annual reports and other grievances.

IV. COMPLIANCE OFFICER

The Board designated Miss Pooja Singh, Company Secretary of the Company, as the compliance officer to monitor the share transfer process and to liaise with the regulatory authorities.

V. During the year ended 31st March 2015, all complaints received from the shareholders / investors were sorted out. There were no pending complaints as on 31st March, 2015

6. INDEPENDENT DIRECTORS’ MEETING

During the year under review, a separate meeting of Independent Directors was held on March 27, 2015, inter alia, to discuss: • Evaluation of the performance of Non-independent Directors and the Board of

Directors as a whole.

• Evaluation of the performance of the Chairman of the Company, taking into account the views of the Executive and Non-executive directors.

• Evaluation of the quality, content and timelines of flow of information between the Management and the Board that is necessary for the Board to effectively and reasonably perform its duties.

• All the Independent Directors were present at the Meeting.

7. PERFORMANCE EVALUATION

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out the annual performance evaluation of its own performance, the Directors individually as well as the evaluation of the working of its Audit and Nomination and Remuneration Committee. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board’s functioning such as adequacy of the composition of the Board and its Committees, Board culture, execution and performance of specific duties, obligations and governance.



A separate exercise was carried out to evaluate the performance of individual Directors including the Chairman of the Board, who were evaluated on parameters such as level of engagement and contribution, independence of judgement safeguarding the interest of the Company and its minority shareholders etc. The performance evaluation of the Independent Directors was carried out by the entire Board. The performance evaluation of the Chairman and the Non Independent Directors was carried out by the Independent Directors who also reviewed the performance of the Secretarial Department. The Directors expressed their satisfaction with the evaluation process. 8. SHAREHOLDERS

(a) MEANS OF COMMUNICATION

i) The annual accounts are published in English daily the “The Echo of India” and Bengali Daily, “Arthik Lipi”.

ii) The results are being uploaded on the website at www.nrinternationalltd.in. Distribution of shareholding is also displayed on the website.

(b) SHARE TRANSFER AGENTS

With a view to availing the expertise of a specialized R & T agency, the company has appointed M/s ABS Consultants Pvt. Ltd to act as Registrar and Share Transfer Agent of the company. The address and contact numbers of M/s ABS Consultant Pvt. Ltd are as follows:

ABS Consultant Pvt. Ltd Room No. 99, 6th Floor, Stephen House 4 No. B. B. D. Bag (East) .Kolkata – 700 001. Telephone: +91-33-22301043 / 22430193 E-mail: [email protected] (c) SHARE TRANSFER SYSTEM.

The company has appointed M/s ABS Consultants Pvt. Ltd to act as Registrar and Share Transfer Agent of the company. Shareholders / Investors are requested to send share transfer related documents directly to our R & T Agent whose address is given above.



(d) GENERAL BODY MEETING

Location and time, where last three Annual General Meeting were held is given below:

Financial Year

Date Location of the Meeting Time

2011-2012 29.09.2012 Merchants Chamber of Commerce, 15-B, Hemanta Basu Sarani, Kolkata-700001

10:00 A.M.

2012-2013 28.09.2013 Regd Office at Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata – 700 001.

10:00 A.M.

2013-2014 27.09.2014 Regd Office at Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata – 700 001.

10:00 A.M.

I. No Extra Ordinary General Meeting of the shareholders was held during the year.

II. During the Financial year ended 31/03/2015, there have been 2 ordinary resolutions and 3 special resolutions duly passed by requisite majority by the Company’s shareholders through postal ballot duly passed on 24.03.2015.

9. GENERAL SHAREHOLDER INFORMATION

I. Company Registration Details

The company is registered in the State of West Bengal, India. The Corporate Identity Number (CIN) allotted to the company by the Ministry of Company affairs (MCA) is L74999WB1991PLC051738.

II. ANNUAL GENERAL MEETING

Date and time : 28.09.2015 at 10.00 AM

Venue : ‘Draupadi Mansion’, 3rd Floor, 11, Brabourne Road, Kolkata – 700 001.

III. FINANCIAL YEAR CALENDAR FOR 2015 - 2016 (TENTATIVE)

• Financial Year 1st April – 31st March.

• 1st Quarterly Results -Second week of August, 2015.

• 2nd Quarterly Results - Second week of November 2015.

• 3rd Quarterly Results - Second week of February, 2016.

• 4th Quarterly Results & Audited Results - Fourth week of May 2016.



IV. BOOK CLOSURE DATE

22.09.2015 – 28.09.2015 (both days inclusive) on account of AGM.

V. DIVIDEND PAYMENT DATE

The company did not declare any dividend for the year ended 31st March 2015.

VI. STOCK EXCHANGE DETAILS

As on 31.03.2015 the Equity Shares consisting 1,06,74,395 Equity Shares @ Rs.10 each has been listed in following Stock Exchanges:

i) Calcutta Stock Exchange Ltd. 7, Lyons Range, Kolkata – 700 001.

ii) BSE Limited Phiroze Jeejeebhoy Towers, Dalal Street, Mumbai – 400 001.

iii) Ahmedabad Stock Exchange Limited Kamdhenu Complex, Opp Sahajanand College Ahmedabad – 380 015.

iv) The Bhubaneswar Stock Exchange 6th Floor, Idco Towers, Janpath, Bhubaneswar – 751022.

VII. DEPOSITORIES

i) National Securities Depository Ltd. Trade World, 4th Floor, Kamala Mills Compound Senapati Bapat Marg, Lower Parel Mumbai – 400093.

ii) Central Depository Services (India) Ltd. Phiroze Jeejeebhoy Towers, 28th Floor, Dalal Street, Mumbai – 400023.

VIII. STOCK CODES

Demat ISIN Number for NSDL & CDSL : INE605F01017 Stock Code - BSE-NRINTER Scrip Code - 532623 Stock Code - ASE-NRINTER Scrip Code - 41081



IX. MARKET PRICE DATA

The details of monthly High & Low price of the Equity Shares listed at BSE Limited, for the financial year 2014-15 are given as under

X. DISTRIBUTION OF SHAREHOLDING AS ON 31 MARCH 2015.

Nominal Value of

Shareholding (in Rs.)

No. of

Shareholders

Percentag

e (%)

No. of

Shares

Percentag

e (%)

Upto 5,000 3626 83.78 741730 6.95

5,001 – 10,000 352 8.13 284394 2.66 10,001 – 20,000 200 4.62 300172 2.81 20,001 – 30,000 59 1.36 151285 1.42 30,001 – 40,000 13 0.30 44760 0.42 40,001 – 50,000 22 0.51 102205 0.96

50,001 – 1,00,000 27 0.62 185644 1.74 1,00,001 -500000 17 0.39 325450 3.05 500001-1000000 2 0.05 132532 1.24

1000001 & ABOVE 10 0.23 8406223 78.75 Total: 4328 100 1,06,74,395 100

Month BSE

High (Rs.)

Low (Rs.)

Volume (Nos.)

April,2014 2.90 2.09 18149

May, 2014 2.55 1.89 9721

June, 2014 3.08 2.43 14810

July, 2014 4.41 2.89 26960 August, 2014 3.89 3.19 4828

September, 2014 4.49 3.05 22924

October, 2014 5.16 4.47 8660

November, 2014 5.57 4.65 13227

December, 2014 6.47 5.65 43967 January, 2015 6.58 6.26 691

February, 2015 Data not Available

March, 2015 5.95 5.95 535



XI. CATEGORIES OF SHAREHOLDING AS ON 31 MARCH 2015.

Categories No. of Shares % of holding

1. Promoters & Associates 64,54,347 60.47

2. Mutual Fund/UTI 2850 0.03

3. Financial Institutions, Banks 600 0.01

4. Corporate Bodies 20,48,188 19.19

5. Indian Public 21,65,202 20.28

6. Non Resident Indian 3208 0.03

Total: 106,74,395 100.00

XII. PLANT LOCATION – Coke Oven Unit

Bharat Hardcoke Manufacturers (a Unit of N. R. International Ltd.)

Tupudana, Hatia, Ranchi. JHARKHAND

XIII. The Company has fully complied with the applicable mandatory requirement of Clause 49 of the Listing Agreement. As required by the securities and Exchange Board of India (SEBI) quarterly audit of the Company’s share capital is being carried out by M/s. B.K.Barik & Associates (C.P No. 3897, FCS 5696) Company Secretaries with a view to reconcile the total share capital admitted with National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) and held in physical form with the issue and listed capital. The Auditors Certificate in regard to the same is submitted to BSE Limited.

XIV. SHARES HELD IN PHYSICAL AND DEMATERIALIZED FORM

As on March 31, 2015, 89.97% of shares were held in dematerialized form and rest in physical form.



XV. INVESTOR CORRESPONDENCE

1) ABS Consultants Pvt. Ltd. Room No. 99, 6th Floor, Stephen House 4 No.B.B.D.Bag (East). Kolkata – 700001. Telephone: 033 22201043 / 22430193

e-mail : [email protected]

2) N. R. International Ltd. Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata – 700 001. Telephone: +91-33-22318932. E-mail: [email protected]

10. DISCLOSURES

(a) RELATED PARTY TRANSACTIONS

Related party transactions are set out in the Notes to accounts, forming part of the Annual Report for the year ended on 31st March, 2015. There is no pecuniary relationship of transactions with the non – executive independent directors.

(b) NON COMPLIANCE/STRICTURES/PENALTIES IMPOSED During the last three years there were no strictures or penalties imposed on the company by the Stock Exchange or SEBI or any statutory authority for non – compliance of matter related to Capital Markets.

(c) ACCOUNTING TREATMENT Compliance of the Accounting Standards as applicable to the Company has been ensured in the Financial Statements for the year ended March 31,2015

(d) RISK MANAGEMENT Risk evaluation and management is ongoing process within the organization and the Board of Directors is informed time to time accordingly. Risk & concern and its management and analysis form and part of Director’s Report attached to this Annual Report

(e) WHISTLE BLOWER POLICY AND AFFIRMATION THAT NO PERSONNEL HAS BEEN DENIED ACCESS TO THE AUDIT COMMITTEE. The Company has adopted a Whistle Blower policy and has established the necessary mechanism, for employees to report concern about unethical behavior or suspected fraud in violation of Company’s Code of Conduct or any other point of concern. The policy has been disclosed on the website of the Company and the weblink for the same is http://www.nrinternationalltd.in/policy.html



(f) SEXUAL HARASSMENT POLICY The Company has adopted sexual harassment policy and has established necessary mechanism for protection of women from sexual harassment at work place.

(g) CODE OF CONDUCT FOR THE INDEPENDENT DIRECTORS The Board of Directors has adopted the Code of Conduct for the Independent Director in terms of requirement of the Companies Act, 2013. The Code has been posted on the website of the Company www.nrinternationalltd.in

(h) INSIDER TRADING The Company has adopted the Code of Conduct for Prevention of Insider Trading with a view to regulate trading in securities by the Directors & designated employees of the Company.

(i) MANAGING DIRECTOR /CFO CERTIFICATION Managing Director and Chief Financial Officer (CFO) certification, on financial statements has been issued pursuant to the provision of Clause 49 of the Listing Agreement and is annexed to the Annual Report.

(j) Adoption of non-mandatory requirements of Listing Agreement are being reviewed by the Board from time to time and adopted wherever necessary.

11. CODE OF CONDUCT :

The Company has a Code of conduct applicable to all Board Members and Senior Management Staff for avoidance of conflicts of interest between each of the above individuals and the Company. Each Board members and senior Management Staff have to declare to their compliance with the code of conduct as at the end of each financial year. The required declaration in respect of financial year 2014 – 2015 has been received from all Board Members and Senior Management Staff. There were no material significant transactions during the Financial Year with the Board Members and Senior Management Staff, including their relatives that had or could have had a potential conflict of interest with the company.

12. MANAGEMENT DISCUSSION AND ANALYSIS.

I. OVERALL REVIEW

The Company is dedicated to the services rendered to the entire satisfaction of a large number of corporate while ensuring its economical, social & moral commitments. It has gained substantial expertise in Material Handling, Logistics Management & Services, Bulk Cargo Handling a Ports, Ship Chartering, etc.



II. FUTURE OUTLOOK

The company is planning to increase the volume of business for cargo handling and transportation by adding more and more clients. For the purpose it has also purchased fleet of heavy commercial vehicles like payloaders, trucks, hywas, etc. Your directors are confident of increase the revenues during the years to come.

III. INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY

NRIL has proper and adequate system of internal controls to ensure that all assets are safeguarded and protected against loss from misuse or disposition and that transaction are authorized, recorded and reported correctly.

The internal control is supplemented by an extensive program of internal audits, review by management and documented policies, guidelines and procedures. The internal control is designed to ensure that the financial and other records are reliable for preparing financial statements and other data, and for maintaining accountability of assets.

IV. FINANCIAL PERFORMANCE

(Rs.in Lacs) Years 2014 – 15 2013 - 14

Paid-up Share Capital 1067.44 1067.44

Reserve & Surplus 691.10 829.51

Annual Turnover 1767.65 2585.63

Net Profit 90.08 11.49

Fixed Assets (Depreciated Value) 70.31 588.91

V. CAUTIONARY STATEMENT

Statements in the Management’s Discussion and analysis report describing the Company’s projections, plans, estimates, expectations, will, anticipates, believes, intends, predictions or other words of similar meaning, may be ‘forward looking statements’ within the meaning of applicable securities laws and regulations. Actual results could differ materially from those expressed or implied. Important factors that would make a difference to the Company’s operations include demand-supply conditions, raw-materials prices, changes in Government regulations, tax regimes, economic developments within the country and other factors such as litigation and labour negotiations.



By order of the Board of Directors

Sd/-

Place: Kolkta Deepak Agarwal Date: 30th May, 2015 Managing Director DIN 00268483

DECLARATION REGARDING AFFIRMATION OF CODE OF CONDUCT

In terms of the requirements of Clause 49 of the Listing Agreement, this is to confirm that all the member of the Board and the Senior Management Personnel have affirmed Compliance with the Code of Conduct for the year ended March 31, 2015.

For N R International Ltd

Sd/-

Deepak Agarwal Place: Kolkata Managing Director Date: 30th May, 2015 DIN 00268483



CERTIFICATE OF MANGING DIRECTOR AND CHIEF FINANCIAL

OFFICER ON CORPORATE GOVERNANCE The Board of Directors, N. R. INTERNATIONAL LIMITED 1. We have reviewed the financial statement and the cash flow statement of the N R International Limited for the financial year ended 31st March, 2015 and to the best of my knowledge and belief, I certify that :-

(i) These statement do not contain any materially untrue statement or omit any material fact or contain statement that might be misleading;

(ii) that the statement together present a true and fair view of the Company’s affairs and are in compliance with existing Accounting Standards; applicable laws and regulations;

2. There are no transactions entered into by the Directors and Senior Management Personnel during the year, which are fraudulent, illegal or violative of the Company’s Code of Conduct.

3. We accept responsibility for establishing and maintaining internal control for financial reporting and we have evaluated the effectiveness of the Company’s internal control system pertaining to financial reporting. We have disclosed to the Auditors and the Audit Committee, deficiencies, if any, in the design or operation of such internal control, of which we are aware of and steps taken and /or proposed to be taken to rectify these deficiencies. 4. We have also indicated to the Auditors and the Audit Committee.

(i) That there are no significant changes in Internal Controls with respect to financial reporting during the year.

(ii) That there are no significant changes in accounting policies during the year and these have been disclosed in the notes to the Financial Statements.

(iii) That there are no instances of significant fraud of which we have become aware.

Sd/- Sd/- Deepak Agarwal Nirmal Modi Managing Director Chief Financial Officer DIN 00268483

Place: Kolkata Date - 30th May, 2015

/Gi$mwdva $0- Pushkal 133/1/1A, Bhawan S . N. Banerjee Road

Chartered Accountants 3rd Floor, Kolkata - 700 013 Phone : (033) 2229 0635 1 0076 E-mail : i ~ada f i r r n@~rna~ l .corn

INDEPENDENT AUDITOR'S REPORT to the members of N. R. INTERNATlONAL LTD

Report on the Financial Statements

We have aud itcd the accompanying financial statements of N. R. INTERNATlONAL LIMITED, which comprise lhe Balance Sheet as at March 31, 2015, the Statement of Profit and Loss and the Cash Flow Statement, and a summary of significa~lt accounting policies and other explanatory informat ion in which are incorporated the audited accounts for the year ended on that date audited by the branch auditors of the Company's branch / unit located at liancli i, Jharkhand.

Management's Responsibility for the Consolidated Financial Statements:

The ~ o n ~ ~ a ~ ~ ~ ' s Board of Directors is responsible for the matters stated in section 134 (5) of the Companies Act, 20 13 ( --the Ac1")with respect to the preparation of these financial statements that givc a true and fair view of the financial position, financial pcrforma~~ce and cash Rows of the Company in accordance with the Accounting principles g a ~ r a l l y accepted in India, including the accounting standards specified under section 133 of the act, read with rule 7 of the cotnpan ies (Accounts) Rules, 20 14.This respo~~sibility also includes the maintenarlce of adequate accounting records in accordance with the provisions of the act for safeguarding the assets of the company and for preventing and detecting the frauds and othcr irregularities; selection and application of appropriate accounting policies; making judgment and estimates that are reasonable and prudent; and design, imple~nentation and maintenance of internal financial control, that were operating effectively for ensuring the accuracy and completeness of the accounting records. relevant to the preparation and presentation of financial statements that give a true and fair view and are free from material misstatement, whether due to fraud or error.

Auditor's Responsibility

O ~ i r responsibility is to express an opinion on these financial statements based on our audit.

1 . Wc havc taken into accouut the provisions of the Act, the accounting and auditing standards and matters wllicll are required to be included in the audit report under the provisions of the Act and the Rules made there under.

3. We conducted our audit i n accordance with the Standards on Auditing specified under sectioil 143(10) of the Act. Thosc Standards require that we comply with ethical requirements and plan and perform the audit to ohtain reasonable assurance about whether the financial statements are free from material misstatement.

3 . An audit involves perfor~niug procedures to obtain audit evidence about the amounts and disclosures in the tillancia1 statcrncnts. 'l'he prc~cedures selected depend on the auditor's judgment, including the assessment of thc risks of material misstatement of the tinancial statements, whether due to fraud or error. In making those risk assessments, the auditor considers i~lternal financial control relevant to the Company's preparation of the tinancial statenlents that give true and fair view, in order to design audit procedures that are appropriate in the ci~umstances, but not for thc purpose of expressing an opinion on whether the Company has in placc an adequate internal financial controls system over tinancial reporting and operating effectiveness of such controls. An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of thc accounti~lg estimates made by Company's Directors, as well as evaluating the ovcrall prcscntation of the fina~lcial statements.

4. We believe that thc audit cvidence we ha-de obtained is sufficient and appropriate to provide a basis for our audit opinion o ~ i the f?nancial statements.

Pushkal Bhawan 133/1/1A, S. N. Banerjee Road

Chartered Accountants 3rd Floor, Kolkata - 700 013

I n our opinion and lo the best of our information and according to the explanations gg#$ (ttg)t@k?fgi~~~~~ rnail.com

rtatements give the infor~nation required by the Act in the manner so required and give a true a n t air I w !n conformity kith the accounting principles generally accepted in lndia of the-state of affairs of the Company as at 3 1 March 20 15 and its profit fur the year ended on that date; and

Rcpnrt on other Legal a ~ ~ d Rcgulatory Requirements

1 . As required by the Companies (Auditor's Report) Order, 201 S("the Order") issued by the Central Gover~lment of lndia in terms of sub-section ( 1 1 ) of section 143 of the Act, are not applicable.

2. As rcqtlired by section 143(3) of the Act, we report that:

a) Wc have sought and obtained all the information and explanations which to the best of our knowledge and belief were neccssary for the purposcs of our audit

b) In our opinion proper books of account as required by law have been kept by the Company so far as it appears from our examination of those books and proper accounts adequate for the purposes of our audit have been received from the branches not visited by us.

c) the report(s) on the accounts of tlie branch oftice(s) of the Company audited under Section 143(8) of the Act by the branch auditors have been sent to us and have been properly dealt with by us in preparing this report.

d) The financial statements dealt with by this Report are in agreement wit11 the books of account and the statement receivcd from the branches not visited by us.

e) In our opinion, the aforesaid financial statements compjy with the Accounting Standards specified under Section 133 of the Act, rcad with Rule 7 of the Companies (Accounts) Rules, 2014.

f) On the basis of writtcn representations received from the directors as on 3 1 March, 20 \ 5, taken on record by the Uoard of Directors, none of the directors is disqualified as on 31 March, 201 5, from being appointed as a dircctor in terms of Section 1 64(2) of the Act.

g) In our opinion and to the best of our information and according to the explanations given to us, we report as under with respect to other matters to be included in the Auditor's Report in accordance with Rule 1 I of the Companies (Audit and Auditors) Rules, 2014 :

I . The Company does not have pending litigations which would impact its financial position;

i i . The Cotnpany did not have any long-term contracts including derivatives contracts for which there were any material foreseeable losses ;

. . . I . There were no amounts which required to be transferred by the Company to the lnvestor Education

and Protection Fund.

For, Agarwal Vishwanath & Associates

Chartered Accountants

lCAl Registration no.323024E

Sd/-

I l L. Place: Kolkata

$ ~ate:30 '~ May 2015

(CA Vishwanath Agarwal)

Partner Membership No. 054806

0 w v a g b Pushkal 133/1/1A. Bhawan S. N. Banerjee Road Chartered Accountants 3rd Floor, Kolkata - 700 013

Annexure to the Auditors' Report Phone : (033) 2229 0635 1 0076 E-mail : [email protected]

IRefcrred to in paragraph 1 under 'Report on Other Legal and Regulatory Requirements' of our Report of even date to the members of N. R. INTERNATIONAL LIMITED ( "COMPANY") on the accounts of the company for the year cndcd 31" March, 2015)

On thc basis of such checks as we considered appropriate and according to the information and Explanations givcn to us during the course of our audit, we report that:

i ) In rcspect of its fixed assets:

(a) 'The Company has maintained proper records showing full particulars, including quantitative details and situation of the fixed assets.

(b) As explained to us, fixed assets have been physically verified by the management during the year in accordance with the phased programme of verification adopted by the management which, in our opinion, provides for physical verification of all the fixed assets at reasonable intervals. According to the information and explanations given to us, no material discrepancies were noticed on such verification.

(c) 'The company has during the year disposed off it's coke oven plant at Dhenkanal, Orissa in thc name of I. H. Industries Ltd and also it's land at .Iharsuguda.

I ii) The company does not have any inventory during the current year. However there was an inventory in the previous year. In our opinion and according to the information and explanation given to us company has maintained proper record of its inventory during previous year.

i i i ) 'The Company has not granted any loan, secured or unsecured to companies, firms or other parties covered in the register maintained under section 189 of the Companies Act 2013 and accordingly, paragraphs 3(iii) of the Order are not applicable.

iv) In our opinion and according to the information and explanations given to us, there are adequate internal control procedures commensurate with the size of the company and the nature of its business for the purchase of inventory, fixed assets and for the sale of goods (and/services). During the course of our Audit, we have not observed any continuing failure to correct major weaknesses in internal control.

v) The company has not accepted any deposits within the meaning of Sections 73 to 76 of the Act and the Companies (Acceptance of Deposits) Rules, 2014 (as amended). Accordingly the provisions of clause 3(v) of the Order are not applicable.

vi) As informed to us, the Central Government has not prescribed maintenance of cost records under subsection (1) of Section 148 of the Act, in respect of the activities carried on by the Company.

1, vii) In respect of statutory dues

(a) According to the records of the company and information and explanations given to us, the Company has generally been regular in depositing undisputed statutory dues, including Provident Fund, employees state insurance (ESI), Investor Education and Protection Fund, Income-tax, Tax deducted at sources, Tax collected at source, Professional Tax, Sales Tax, value added tax (VAT), Wealth Tax, Service Tax, Custom Duty, Excise Duty, Cess and other material statutory dues applicable to it, with the appropriate authorities.

Pushkal Bhawan 133/1/1A, S. N. Banerjee Road

harte ed cc 3rd FI r (0, FccorcLng90 &YIR@mation and explanations given to us, there were RoXg~~8@$J&&~b,"~~

payable in respect of Income-tax, Wealth Tax, Custom Duty, ~ x c i s e ~ w y , d g g f i w , ,,,, Cess and other material statutory dues in arrears /were outstanding as at 3 1 March, 20igfor a period of more than six months from the date they became payable except the following :

vii i) The accumulated losses of the company are not more than 50% of its Net Worth at the end of financial

year. The company has not incurred any Cash losses during the financial covered by our Audit and the immediately preceding financial year.

Amount (Rs)

3,06,76,978

9,97,627

23,48,038

Statute Name

Orissa VAT Act

Orissa CST Act

Orissa Entry Tax Act Service Tax

ix) The company has no dues payable to a financial institutions, banks and debenture holders during the year. Hence the provisions of clause 3(ix) of the order are not applicable.

x) The Company has given corporate guarantee for loans taken by a company from a Bank. Further, in the absence of express terms and conditions of such guarantee and availability of financial information about borrower, we do not opine on the reasonableness thereof.

Period to which it relates

01.04.2005 - 31.03.2008 01.04.2005 - 31.03.2008 01.04.2005 - 31.03.2008 2008-09 and 2009-10

xi) The company has not obtained any term loan during the year, so this Para of order is not applicable

Forum where matter is pending

Under appeals with respective department

--- D ~ - - -

--- D ~ - - -

xi i) To the best of our knowledge and according to the information and explanations given to us, no fraud by the Company and no material fraud on the Company has been noticed or reported during the year.

--- D ~ - - -

For, Agarwal Vishwanath & Associates Chartered Accountants

TCAI Registration no.323024E

27,33,189

Sdl- (CA Vishwanath Aganval)

Proprietor Membership No. 054806

1.; Place: Kolkata Date: 30"' May 2015

Note No.

As at 31 March, 2015


` `

A EQUITY AND LIABILITIES1 Shareholders’ funds

3 106,743,950 106,743,950 4 69,109,828 82,950,813

175,853,778 189,694,763

2 Non-current liabilities(a) Long-Term Borrowings 5 - 89,501,136 (b) Long-Term Provisions 7 142,013 129,046

142,013 89,630,182 3 Current liabilities

(a) Short-Term Borrowings 8 - 123,735,474 (b) Trade Payables 9 57,397,807 5,364,878 (c) Other Current Liabilities 10 3,295,360 5,971,841 (d) Short Term Provisions 11 2,943,640 1,214,700

63,636,807 136,286,893

TOTAL 239,632,598 415,611,838

B ASSETS1 Non-current assets

(a) Fixed Assets(i) Tangible Assets 12A 7,030,899 57,889,334 (ii) Intangible Assets 12B - - (iii) Capital Work-in-Progress 12A - 1,001,409

7,030,899 58,890,743

(b) Non-Current Investments 13 96,525,000 175,250,000 (c) Deferred Tax Assets (Net) 6 8,769,890 7,459,555 (d) Long-term Loans and Advances 14 5,130,191 5,231,731 (e) Other Non-Current Assets 15 41,881 41,881

110,466,962 187,983,167 2 Current assets

(a) Inventories 16 - 987,690 (b) Trade Receivables 17 54,516,790 75,677,173 (c) Cash and Cash Equivalents 18 467,899 5,562,700 (d) Short-Term Loans and Advances 19 67,150,049 82,193,347 (e) Other Current Assets 20 - 4,317,017

122,134,738 168,737,927

TOTAL 239,632,598 415,611,838

In terms of our report attached.

Chartered AccountantsFirm Registration No : 323024E

Sd/- Sd/- Sd/-Deepak Agarwal

VISHWANATH AGARWAL Chairman / CFO Managing DirectorDIN :00268371 DIN : 00268483

Sd/-Place : KOLKATA Pooja SinghDate : 30th May, 2015 Company Secretary


Membership No. 054806

BALANCE SHEET

PARTNER

Particulars

The notes are an integral part of these financial statements

(a) Share Capital (b) Reserves and Surplus

For and on behalf of the Board of Directors

Nirmal Modi

For Agarwal Vishwanath & Associates.

Note For the year ended

31 March, 2015

For the year ended

31 March, 2014

` `

1 Revenue from operations (gross) 21 176,765,246 246,853,450 Less: Excise duty 21 - - Revenue from operations (net) 176,765,246 246,853,450

2 Other income 22 51,561,507 11,709,1753 Total revenue (1+2) 228,326,753 258,562,6254 Expenses

(a) Cost of materials consumed 23 - 825,927(b) Changes in inventories of finished goods, work-in-progress and stock-in-trade

24 987,690 204,322

(c) Employee benefits expense 25 2,561,190 2,806,408(d) Finance costs 26 285,470 1,220,843(e) Depreciation and amortisation expense 12C 6,890,837 2,560,488(f) Other expenses 27 208,255,952 249,805,053

Total expenses 218,981,139 257,423,0415 Profit / (Loss) before exceptional and extraordinary items and tax (3 -

4)9,345,614 1,139,584

6 Exceptional items 28.a - - 7 Profit / (Loss) before extraordinary items and tax (5 + 6) 9,345,614 1,139,5848 Extraordinary items 28.b - - 9 Profit / (Loss) before tax (7 + 8) 9,345,614 1,139,58410 Tax Expenses:

(a) Current tax expense for current year 1,728,940 1,214,700 (b) (Less): MAT credit (where applicable) - - (c) Current tax expense relating to prior years -80,627 - (d) Net current tax expenses 1,648,313 1,214,700(e) Deferred tax (1,310,335) (7,459,555)

337,978 (6,244,855)11 Profit / (Loss) from continuing operations (9 +10) 9,007,636 7,384,439

B DISCONTINUING OPERATIONS12.i Profit / (Loss) from discontinuing operations (before tax) - - 12.ii Gain / (Loss) on disposal of assets / settlement of liabilities

attributable to the discontinuing operations- -

- - 12.iii Add / (Less): Tax expense of discontinuing operations - -

(a) on ordinary activities attributable to the discontinuing operations - - (b) on gain / (loss) on disposal of assets / settlement of liabilities - -

- -

13 Profit / (Loss) from discontinuing operations (12.i + 12.ii + 12.iii)

- -

C TOTAL OPERATIONS14 Profit / (Loss) for the year (11 + 13) 9,007,636 7,384,439


Particulars

STATEMENT OF PROFIT & LOSS

15.i Earnings per share [Nominal Value per Share Rs. 10/- (2012 - Rs. 10/-)]

(a) Basic 30.1(i) Continuing operations 0.84 - (ii) Total operations 0.84 -

(b) Diluted 30.1(i) Continuing operations 0.84 - (ii) Total operations 0.84 -

15.ii Earnings per share (excluding extraordinary items) [Nominal Value per Share Rs. 10/-(2012 - Rs. 10/-)]

(a) Basic 30.1(i) Continuing operations - - (ii) Total operations - -

(b) Diluted 30.1(i) Continuing operations - - (ii) Total operations - -

The notes are an integral part of these financial statementsIn terms of our report attached.

Chartered AccountantsFirm Registration No : 323024E

Sd/- Sd/- Sd/-Deepak Agarwal

VISHWANATH AGARWAL Chairman / CFO Managing DirectorDIN :00268371 DIN : 00268483

Sd/-Place : KOLKATA Pooja SinghDate : 30th May, 2015 Company Secretary

Membership No. 054806 PARTNER


Statement of Profit & Loss (Contd…)

Nirmal Modi

For Agarwal Vishwanath & Associates. For and on behalf of the Board of Directors


Particulars As at 31 March,

2015 As at 31 March,

2014 ` `

Cash flow from operating activitiesNet profit before taxation and extraordinary items 9,345,614 1,139,584 Adjustments for :Depreciation & amortization expenses 6,890,837 2,560,488 Write off of long term investments 78,725,000 Provision for retirement benefits 12,967 21,980 Interest expenses 285,470 1,220,843 Interest Income -189,557 -186,304 Profit on sale of fixed assets 2,561,331 -10,691,908 Operating profit before working capital changes 97,631,662 -5,935,317 (Increase) / Decrease in Trade and other receivables 21,160,383 49,064,878 (Increase) / Decrease in Inventories 987,690 1,030,249 (Increase) / Decrease in long term advance 101,540 184,787,925 Increase / (Decrease) in trade and other payables 52,032,929 282,990 Cash generated from Operation 171,914,205 229,230,725 Income Tax Paid 337,978 1,214,700 Cash flows before extraordinary item 171,576,227 228,016,025 Exceptional and Extra Ordinary Items - - Cash flows after extraordinary item 171,576,227 228,016,025 (Increase)/Decrease in Cash generated from Operation arising out of Increase/Decrease in Current Asset or Current Liability arising out of Investing & Financing activity. 17,014,179 -64,192,047 Net Cash from operating activities 188,590,406 163,823,978

Cash flow from investing activitiesPurchase of fixed assets -4,223,690 - Proceeds from sale of assets 23,871,005 17,833,243 Proceeds from sale of Investment - -159,750,000 Interest received 189,557 186,304 Net Cash from investing Activities 19,836,872 -141,730,453

Cash flows from financing activitiesRepayment of Long term borrowing 89,501,136 26,485,842 Repayment of Short term borrowing 123,735,474 - Interest paid 285,470 1,220,843 Net cash from financing activities 213,522,080 27,706,685 Net Increase in Cash and Cash equivalents -5,094,801 -5,613,160 Cash and cash equivalents at beginning of period 5,562,700 11,175,861 Cash and cash equivalents at the end of period 467,899 5,562,700

In terms of our report attached.For and on behalf of the Board of Directors

Chartered Accountants

Sd/- Sd/-

Sd/‐ Nirmal Modi Deepak AgarwalChairman / CFO Managing Director

VISHWANATH AGARWAL DIN :00268371 DIN : 00268483PARTNER

Membership No. 054806Sd/-

Place : KOLKATA Pooja SinghDate : 30th May, 2015 Company Secretary

CASH FLOW STATEMENT (INDIRECT METHOD)

For Agarwal Vishwanath & Associates.

Firm Registration No : 323024E

N. R. INTERNATIONAL LIMITEDNotes forming part of the financial statements

Note Particulars

1 Corporate information

N. R. INTERNATIONAL LTD is engaged in the business of handling and transportation of Coal and Coke.The company is a public limited company and is listed on the Bombay, Calcutta, Ahmedabad andBhubaneshwar Stock Exchanges.

2 Summary of Significant accounting policies

2.1 Basis of accounting and preparation of financial statementsThe financial statements of the Company have been prepared in accordance with the Generally AcceptedAccounting Principles in India (Indian GAAP). These financial statements has been prepared to comply withthe Accounting Standards notified under the Companies (Accounting Standards) Rules, 2006 (as amended)and the relevant provisions of the Companies Act, 2013. The financial statements have been prepared onaccrual basis under the historical cost convention except for categories of fixed assets acquired before 1April, 2011, that are carried at revalued amounts. The accounting policies adopted in the preparation of thefinancial statements are consistent with those followed in the previous year.

2.2 Use of estimatesThe preparation of the financial statements in conformity with Indian GAAP requires the Management tomake estimates and assumptions considered in the reported amounts of assets and liabilities (includingcontingent liabilities) and the reported income and expenses during the year. The Management believes thatthe estimates used in preparation of the financial statements are prudent and reasonable. Future resultscould differ due to these estimates and the differences between the actual results and the estimates arerecognised in the periods in which the results are known / materialise.

2.3 InventoriesInventories are valued at the lower of cost and the net realisable value which ever is lower after providing forobsolescence and other losses, where considered necessary. Cost includes all charges in bringing thegoods to the point of sale, including octroi and other levies, transit insurance and receiving charges. Work-in-progress and finished goods include appropriate proportion of overheads and, where applicable, excise duty.

2.4 Cash and cash equivalents (for purposes of Cash Flow Statement)Cash comprises cash on hand and demand deposits with banks. Cash equivalents are short-term balances(with an original maturity of three months or less from the date of acquisition), highly liquid investments thatare readily convertible into known amounts of cash and which are subject to insignificant risk of changes invalue.

2.5 Cash flow statementCash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and taxis adjusted for the effects of transactions of non-cash nature and any deferrals or accruals of past or futurecash receipts or payments. The cash flows from operating, investing and financing activities of the Companyare segregated based on the available information.

2.6 Depreciation and amortisation'Depreciation on fixed assets is provided to the extent of depreciable amount on the written down valuemethod. Depreciation is provided based on useful life of the assets as prescribed in Schedule II to theCompanies Act, 2013.


Note 2 Significant accounting policies (contd.)

Note Particulars

2.7 Revenue recognitionSale of goodsSales are recognised, net of returns and trade discounts, on transfer of significant risks and rewards ofownership to the buyer, which generally coincides with the delivery of goods to customers. Sales are net ofexcise, sales tax and value added tax.

Income from services Revenues from contracts priced on a time and material basis are recognised when services are renderedand related costs are incurred. Revenues from turnkey contracts, which are generally time bound fixed pricecontracts, are recognised over the life of the contract using the proportionate completion method, withcontract costs determining the degree of completion. Foreseeable losses on such contracts are recognisedwhen probable.

2.8 Other incomeInterest income is accounted on accrual basis. Dividend income is accounted for when the right to receive itis established.

2.9 Tangible fixed assetsFixed assets, are carried at cost less accumulated depreciation and impairment losses, if any. The cost offixed assets includes interest on borrowings attributable to acquisition of qualifying fixed assets up to the datethe asset is ready for its intended use and other incidental expenses incurred up to that date. Exchangedifferences arising on restatement / settlement of long-term foreign currency borrowings relating toacquisition of depreciable fixed assets are adjusted to the cost of the respective assets and depreciated overthe remaining useful life of such assets. Machinery spares which can be used only in connection with an itemof fixed asset and whose use is expected to be irregular are capitalised and depreciated over the useful lifeof the principal item of the relevant assets. Subsequent expenditure relating to fixed assets is capitalised onlyif such expenditure results in an increase in the future benefits from such asset beyond its previouslyassessed standard of performance.

2.10 Intangible assetsIntangible assets are carried at cost less accumulated amortisation and impairment losses, if any. The costof an intangible asset comprises its purchase price, including any import duties and other taxes (other thanthose subsequently recoverable from the taxing authorities), and any directly attributable expenditure onmaking the asset ready for its intended use and net of any trade discounts and rebates. Subsequentexpenditure on an intangible asset after its purchase / completion is recognised as an expense whenincurred unless it is probable that such expenditure will enable the asset to generate future economicbenefits in excess of its originally assessed standards of performance and such expenditure can bemeasured and attributed to the asset reliably, in which case such expenditure is added to the cost of theasset.



Note Particulars

2.11 Foreign currency transactions and translationsInitial recognitionTransactions in foreign currencies and integral foreign operations are accounted at the exchange ratesprevailing on the date of the transaction or at rates that closely approximate the rate at the date of thetransaction.

Measurement of foreign currency monetary items at the Balance Sheet dateForeign currency monetary items (other than derivative contracts) of the Company and its net investment innon-integral foreign operations outstanding at the Balance Sheet date are restated at the year-end rates.

In the case of integral operations, assets and liabilities (other than non-monetary items), are translated at theexchange rate prevailing on the Balance Sheet date. Non-monetary items are carried at historical cost.Revenue and expenses are translated at the average exchange rates prevailing during the year. Exchangedifferences arising out of these translations are charged to the Statement of Profit and Loss.

2.12 InvestmentsLong-term investments (excluding investment properties), are carried individually at cost less provision fordiminution, other than temporary, in the value of such investments. Current investments are carriedindividually, at the lower of cost and fair value. Cost of investments include acquisition charges such asbrokerage, fees and duties. Investment properties are carried individually at cost less accumulated depreciation and impairment, if any.Investment properties are capitalised and depreciated (where applicable) in accordance with the policystated for Tangible Fixed Assets. Impairment of investment property is determined in accordance with thepolicy stated for Impairment of Assets.

2.13 Employee benefitsEmployee benefits include provident fund, superannuation fund, gratuity fund, compensated absences, longservice awards and post-employment medical benefits.

Defined contribution plansThe Company's contribution to provident fund and superannuation fund are considered as definedcontribution plans and are charged as an expense as they fall due based on the amount of contributionrequired to be made.

Defined benefit plansFor defined benefit plans in the form of gratuity fund , the cost of providing benefits is determined using theProjected Unit Credit method, with actuarial valuations being carried out at each Balance Sheet date.Actuarial gains and losses are recognised in the Statement of Profit and Loss in the period in which theyoccur. Past service cost is recognised immediately to the extent that the benefits are already vested andotherwise is amortised on a straight-line basis over the average period until the benefits become vested. Theretirement benefit obligation recognised in the Balance Sheet represents the present value of the definedbenefit obligation as adjusted for unrecognised past service cost, as reduced by the fair value of schemeassets. Any asset resulting from this calculation is limited to past service cost, plus the present value ofavailable refunds and reductions in future contributions to the schemes.



Note Particulars

2.14 Borrowing costsBorrowing costs include interest, amortisation of ancillary costs incurred and exchange differences arisingfrom foreign currency borrowings to the extent they are regarded as an adjustment to the interest cost.Costs in connection with the borrowing of funds to the extent not directly related to the acquisition ofqualifying assets are charged to the Statement of Profit and Loss over the tenure of the loan. Borrowingcosts, allocated to and utilised for qualifying assets, pertaining to the period from commencement of activitiesrelating to construction / development of the qualifying asset upto the date of capitalisation of such asset isadded to the cost of the assets. Capitalisation of borrowing costs is suspended and charged to the Statementof Profit and Loss during extended periods when active development activity on the qualifying assets isinterrupted.

2.15 Segment reportingThe Company identifies primary segments based on the dominant source, nature of risks and returns and the internal organisation and management structure. The operating segments are the segments for which separate financial information is available and for which operating profit/loss amounts are evaluated regularly by the executive Management in deciding how to allocate resources and in assessing performance.

The accounting policies adopted for segment reporting are in line with the accounting policies of theCompany. Segment revenue, segment expenses, segment assets and segment liabilities have beenidentified to segments on the basis of their relationship to the operating activities of the segment.

Inter-segment revenue is accounted on the basis of transactions which are primarily determined based onmarket / fair value factors.

Revenue, expenses, assets and liabilities which relate to the Company as a whole and are not allocable tosegments on reasonable basis have been included under “unallocated revenue / expenses / assets /liabilities”.

2.16 LeasesWhere the Company as a lessor leases assets under finance leases, such amounts are recognised asreceivables at an amount equal to the net investment in the lease and the finance income is recognisedbased on a constant rate of return on the outstanding net investment.

2.17 Earnings per shareBasic earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) by the weighted average number of equity shares outstanding during the year.Diluted earnings per share is computed by dividing the profit / (loss) after tax (including the post tax effect ofextraordinary items, if any) as adjusted for dividend, interest and other charges to expense or income relatingto the dilutive potential equity shares, by the weighted average number of equity shares considered forderiving basic earnings per share and the weighted average number of equity shares which could have beenissued on the conversion of all dilutive potential equity shares.



Note Particulars

2.18 Taxes on income

Current tax is the amount of tax payable on the taxable income for the year as determined in accordance with theprovisions of the Income Tax Act, 1961.

Minimum Alternate Tax (MAT) paid in accordance with the tax laws, which gives future economic benefits in the form ofadjustment to future income tax liability, is considered as an asset if there is convincing evidence that the Company willpay normal income tax. Accordingly, MAT is recognised as an asset in the Balance Sheet when it is probable that futureeconomic benefit associated with it will flow to the Company.

Deferred tax is recognised on timing differences, being the differences between the taxable income and the accountingincome that originate in one period and are capable of reversal in one or more subsequent periods. Deferred tax ismeasured using the tax rates and the tax laws enacted or substantially enacted as at the reporting date. Deferred taxliabilities are recognised for all timing differences. Deferred tax assets in respect of unabsorbed depreciation and carryforward of losses are recognised only if there is virtual certainty that there will be sufficient future taxable income availableto realise such assets. Deferred tax assets are recognised for timing differences of other items only to the extent thatreasonable certainty exists that sufficient future taxable income will be available against which these can be realised.Deferred tax assets and liabilities are offset if such items relate to taxes on income levied by the same governing tax lawsand the Company has a legally enforceable right for such set off. Deferred tax assets are reviewed at each Balance Sheetdate for their realisability.

2.19 Impairment of assetsThe carrying values of assets / cash generating units at each Balance Sheet date are reviewed for impairment. If anyindication of impairment exists, the recoverable amount of such assets is estimated and impairment is recognised, if thecarrying amount of these assets exceeds their recoverable amount. The recoverable amount is the greater of the netselling price and their value in use. Value in use is arrived at by discounting the future cash flows to their present valuebased on an appropriate discount factor. When there is indication that an impairment loss recognised for an asset inearlier accounting periods no longer exists or may have decreased, such reversal of impairment loss is recognised in theStatement of Profit and Loss, except in case of revalued assets.

2.20 Provisions and contingenciesA provision is recognised when the Company has a present obligation as a result of past events and it is probable that anoutflow of resources will be required to settle the obligation in respect of which a reliable estimate can be made.Provisions (excluding retirement benefits) are not discounted to their present value and are determined based on the bestestimate required to settle the obligation at the Balance Sheet date. These are reviewed at each Balance Sheet date andadjusted to reflect the current best estimates. Contingent liabilities are disclosed in the Notes.

2.21 Provision for warranty

The estimated liability for product warranties is recorded when products are sold. These estimates are established usinghistorical information on the nature, frequency and average cost of warranty claims and management estimates regardingpossible future incidence based on corrective actions on product failures. The timing of outflows will vary as and whenwarranty claim will arise - being typically upto three years.

2.22 Insurance claims

Insurance claims are accounted for on the basis of claims admitted / expected to be admitted and to the extent that thereis no uncertainty in receiving the claims.

2.23 Service tax input credit

Service tax input credit is accounted for in the books in the period in which the underlying service received is accountedand when there is no uncertainty in availing / utilising the credits.

Notes forming part of the financial statements

Note 3 Share Capital

Number of shares

` Number of shares

`

(a) Authorised Equity shares of ` 10 each with voting rights 12,000,000 120,000,000 12,000,000 120,000,000

(b) Issued Equiity shares of ̀ 10 each with voting rights 10,674,395 106,743,950 10,674,395 106,743,950

(c) Subscribed and fully paid up Equiity shares of ̀ 10 each with voting rights 10,674,395 106,743,950 10,674,395 106,743,950

Total 10,674,395 106,743,950 10,674,395 106,743,950

(a) Reconciliation of Number of Shares

Number of shares

` Number of shares

`

10,674,395 106,743,950 10,674,395 106,743,950

- - - -

- - - -

10,674,395 106,743,950 10,674,395 106,743,950

(b) Rights, preferences and restrictions attached to Shares

(c) Shares held by holding company and subsidiary of holding company



` `

- - - -

Add : Fresh Issue of Capital

Other Changes (If Any)

Balance as at the beginning of the year

Particulars As at 31 March, 2015 As at 31 March, 2014

Equity shares with voting rights


Particulars

Particulars As at 31 March, 2015 As at 31 March, 2014

NIL

Balance as at the end of the year

Equity Shares: The company has one class of equity shares having a par value of Rs.10 per share. Each shareholder is eligible for onevote per share held. The dividend proposed by the Board of Directors is subject to the approval of the shareholders in the ensuingAnnual General Meeting, except in case of interim dividend. In the event of liquidation, the equity shareholders are eligible to receivethe remaining assets of the Company after distribution of all preferential amounts, in proportion to their shareholding.

Particulars

(d) Details of shares held by shareholders holding more than 5% of the aggregate shares in the Company As at 31

March, 2015 As at 31

March, 2014 ` `

4,952,294 4,952,294 (46.39%) (46.39%)

748,667 748,667 (7.01%) (7.01%)

1,089,712 1,089,712 (10.21%) (10.21%)

6,790,673 6,790,673

(e) Shares reserved for issue under options NIL NIL

(f) Shares allotted as fully paid up by way of bonus shares (during 5 years immediately preceding March 31, 2015): As at 31





March, 2011

` ` ` ` `- - - - Equity shares allotted as fully paid up bonus shares by

capitalization of General Reserve and surplus in share premium account

(h) Terms of securities convertible into equity shares – NA

Aim Credit Capital Private Limited

Particulars

(g) Shares allotted as fully paid up pursuant to contract(s) without payment being received in cash (during 5 years immediately preceding March 31, 2015): NIL

Flexir Impex Private Limited

Particulars

Equity SharesSangeeta Modi


Note 4 Reserve and Surplus



` `

General ReserveBalance as at the beginning of the year 2,584,717 2,584,717 Less: Adjustment with the carry forwards losses 2,584,717 -

Balance as at the end of the year - 2,584,717 Revaluation ReserveBalance as at the beginning of the year 22,848,622 52,602,827

Less: Utilised for set off against depreciation 4,311,951 1,089,575 Less: Utilised for set off against sale of revalued assets 18,536,671 28,664,630

Balance as at the end of the year - 22,848,622 Securities Premium AccountBalance as at the beginning of the year 1,002,400 1,002,400 Less: Amount utilised during the year - -

Balance as at the end of the year 1,002,400 1,002,400 Amalgamation ReserveBalance as at the beginning of the year 69,346,950 69,346,950 Less: Adjustment on amalgamation of - -

Balance as at the end of the year 69,346,950 69,346,950 Surplus in Statements of Profit and LossBalance as at the beginning of the year (12,831,875) (20,216,315)Profit for the Year 9,007,636 7,384,439Transfer from General Reserve 2,584,717 - Less: Appropriations - - Balance as at the end of the year (1,239,522) (12,831,875)

TOTAL 69,109,828 82,950,813


Note 5. Long-Term Borrowings As at 31


March, 2014 ` `

- 89,476,784 - 24,352

- 89,501,136

Note 6. Deferred Tax Liabilities (Net) As at 31


March, 2014 ` `

Deferred Tax Liability

738,170 8,376,004

Deferred Tax Assets 9,508,060 15,795,683 - - - 39,875

(8,769,890) (7,459,554)

Notes :

Note 7. Long Term Provision As at 31


March, 2014 ` `

142,013 129,046

142,013 129,046

Total

From Bank (Against Vehicles)

Difference between carrying amount of fixed assets

Particulars

Term loans Secured

From Bank (Against hypothecation of assets)

Particulars

Provision for gratuity

Total

Particulars

Provision for employee benefits

Total

1) Deferred Tax Assets and Deferred Tax Liabilities have been offset as they relate to the same governing taxation laws.

Carry Forward Business LossInadmissible ExpensesProvision for compensated absences, gratuity and other employee benefits


Note 8. Short-Term Borrowings As at 31


March, 2014 ` `

- 123,735,474

- 123,735,474

(b) Details of security for the secured short-term borrowings:Particulars Nature of security As at 31


March, 2014 ` in Lacs ` in Lacs

Loans repayable on demand - 44 from banks:The Federal Bank Ltd1, R N Mukherjee Road, - 600 Kolkata - 700 001

- 175

- 50

- 175

- 1,044

Note : The company has settled and closed the Bank Loan during the current financial year and got the entire charge on movable and immovable properties released during the year.

Note 9. Trade Payables As at 31


March, 2014 ` `

Trade payables:Sundry Creditors 57,397,808 5,364,878

57,397,808 5,364,878

Particulars

Particulars

Secured Loans: Working Capital Loans repayable on demand from Banks

Total

a) Working Capital loans from banks are secured by hypothecation of inventories, bookdebtsand receivables

a) EM of 2.99 acres of land andbuilding at Namkum, Ranchi.

b) EM of 4.62 acres of land &building with plant & machinery atGovindpur, Dhenkanal.

c) EM of 2.596 acres of leaseholdland with factory building and plant& machinery at TupudanaIndustrial Estate, Ranchi.

d) EM of 7.90 acres of landsituated at Jharsuguda, Orrisa

e) EM of land with an area of22.06 acres in the name ofSunrise Sponge Iron & Steels P

Total


Note 10. Other Current Liabilities As at 31


March, 2014 ` `

(a) Advances from Customers 917,168 4,928,823 (b) Other payables (a) Salary & Wages Payable 273,578 245,480 (b) Electricity & Telephone Charges Payable 42,982 49,121 (c) Service Tax Payable 39,397 3,090 (d) TDS Payable 786,064 17,590 (e) ESIC & PF Payable 15,137 16,002 (f) Professional Tax Payable 955 735 (g) Security Deposit Received 300,000 100,000 (h) Director's Remuneration Payable 25,000 100,000 (i) Temporary Bank Overdraft 10,231 - (j) Others 884,848 511,000

3,295,360 5,971,841

Note 11. Short-Term Provisions As at 31


March, 2014 ` `

Provision for Income Tax 2,943,640 1,214,700 2,943,640 1,214,700

Particulars

Total

Particulars

Total


Sl. No.

Balance as at

1 April, 2014 Additions Other

adjustments

Balance as at

31 March, 2015

Balance as at

1 April, 2014

Depreciation / amortisation

expense for the year

Deduction/ Other

adjustments

Balance as at

31 March, 2015

Balance as at

31 March, 2015

Balance as at

31 March, 2014

` ` ` ` ` ` ` ` ` `(a) Land

Freehold 19,917,427 - 19,917,427 - - - - - - 19,917,427 Leasehold * 964,992 - - 964,992 - - - - 964,992 964,992

(b) Buildings Owned 12,809,031 - 10,795,206 2,013,825 4,820,768 1,047,028 5,002,409 865,387 1,148,438 7,988,263

(c) Plant and Equipment Owned 55,396,504 - 52,881,697 2,514,807 28,197,493 7,868,665 30,478,104 5,588,054 (3,073,247) 27,199,011

(d) Furniture and Fixtures Owned 206,546 - - 206,546 127,846 51,527 179,373 27,173 78,700

( e) Vehicles Owned 4,396,666 796,790 773,582 4,419,874 2,732,470 1,135,586 724,638 3,143,418 1,276,456 1,664,196

(f) Office equipment - Owned 123,955 26,900 60,655 90,200 61,282 40,922 37,452 64,752 25,448 62,673

(g) Computers Owned 1,000,287 - - 1,000,287 986,215 - 986,215 14,072 14,072

(h) Heavy Commercial Vehicles - 3,400,000 - 3,400,000 - 1,059,060 1,059,060 2,340,940 - Owned

Total 94,815,408 4,223,690 84,428,567 14,610,531 36,926,074 11,202,788 36,242,603 11,886,259 2,724,272 57,889,334 Capital Work In Progress 1,001,409 - 1,001,409 - - - - - - 1,001,409 Total 95,816,817 4,223,690 85,429,976 14,610,531 36,926,074 11,202,788 36,242,603 11,886,259 2,724,272 58,890,743 Previous year 133,013,986 - 37,197,169 95,816,817 34,667,215 3,650,063 1,391,204 36,926,074 58,890,743 98,346,771

Note 12.A TANGIBLE ASSETS

Tangible assets

GROSS BLOCK DEPRECIATION NET BLOCK


a) Figures in other adjustments represents disposal of assets during the year.

C. Depreciation and amortisation relating to continuing operations: For the year

ended 31 March, 2015

For the year ended

31 March, 2014 ` `

11,202,788 3,650,063 - -

4,311,951 1,089,575

6,890,837 2,560,488 Notes:

31 March, 2015 31 March, 2014 31 March, 2013 31 March, 2012 31 March, 2011

` ` ` ` `Opening balanceWritten off on reduction of capitalDateAmountWritten off on revaluation NILDateAmountAdded on revaluationDateAmountBalance as at 31 March

Notes :

Particulars Year

Note 12 B Fixed Assets (contd.)

Particulars

Particulars

Depreciation and amortisation for the year on tangible assets as per Note 11 ADepreciation and amortisation for the year on intangible assets as per Note 11 BLess: Utilised from revaluation reserve

Depreciation and amortisation relating to discontinuing operations (Refer Note 30.11)Depreciation and amortisation relating to continuing operations

(i) Details of amounts written off on reduction of capital or revaluation of assets or sums added to assets on revaluation during the preceding 5 years:


Note 13. Non-Current Investments



` `Trade InvestmentsOther Investments (Valued at cost stated otherwise)Investment in Associates:NIL Equity Shares (March 31st 2014 - 33,10,000 Shares) of Rs.10/- - 78,725,000 each held in M/s Surya Sponge Iron Limited

7,50,000 Equity Shares (March 31st 2014 - 7,50,000 Shares) of Rs.10/- 29,325,000 29,325,000 each held in M/s Aim Credit Capital P Ltd

16,00,000 Equity Shares (March 31st 2014-16,00,000 Shares) of Rs.10/- 67,200,000 67,200,000 each held in M/s Flexir Impex P Ltd

Total 96,525,000 175,250,000



` `Unsecured Considered Goods:(a) Advances 683,000 683,000 (b) Security deposits

Considered Good 1,890,389 1,991,929

(b) Security deposits with Government Authorities Considered Good

(iv) Entry Tax Security Deposit 144,600 144,600 (v) VAT Security Deposit 2,412,202 2,412,202

Total 5,130,191 5,231,731



` `(a) Others NSC Deposits 41,881 41,881

Total 41,881 41,881

Particulars

Note 14. Long-Term Loans and Advances

Particulars

Note 15. Other Non-Current Assets

Particulars


Particulars As at 31 March, 2015


` `Finished Goods

Coke - 904,821 Transformer - 82,869

Total - 987,690

Particulars As at 31 March, 2015


` `Trade Receivables outstanding for a period exceeding six months from the date they are due for payment

Unsecured, considered good 2,052,700 5,215,916 2,052,700 5,215,916

Other Trade receivablesUnsecured, considered good 52,464,090 70,461,257

52,464,090 70,461,257

Total 54,516,790 75,677,173

Note 17. Trade Receivables

Note. 16 Inventories(At lower of cost and net realisable value)




` `(a) Cash on hand 291,453 4,063,986 (b) Balances with banks

(i) In Current Accounts 176,446 1,493,489 (ii) In Fixed Deposit - 5,225

Total 467,899 5,562,700



` `(a) Loans and advances to employees

Unsecured, considered good - 241 - 241

(a) Prepaid expenses - Unsecured Considered Good 16,666 33,333

(b) Balances with government authorities Unsecured, considered good

(i) Service Tax Input Credit 1,417,682 1,042,152 1,417,682 1,042,152

(c) Others Unsecured, considered good

Income Tax Advance & TDS 8,420,220 8,183,959 Advance against Purchase - 10,777 Port Advance 355,044 - Advance to railway 1,675,142 -

Others Advances 55,265,295 72,922,885 65,715,701 81,117,621

Total 67,150,049 82,193,347



` `(a) Unmatured Finance Charges - 522 - Unsecured Considered Good

(b) Others Unsecured, considered good

Interest Receivable - 4,316,495 - 4,316,495

Total - 4,317,017

Note 18. Cash and Cash Equivalents

Note 19 Short-Term Loans and Advances

Particulars

Note 20 Other Current Assets

Particulars

Particulars


March 31, 2015 March 31, 2014` `

(a) Sale of Products - -

(b) Sale of Services (Refer Note below) 176,765,246 246,853,450 176,765,246 246,853,450

Less:(c) Excise Duty - -

Total 176,765,246 246,853,450

March 31, 2015 March 31, 2014` `

Sale of Services Comprises :Transportation Income 109,498,220 149,089,718 Cargo Handling Income 66,262,406 96,786,812 Weighbridge Income 1,004,620 976,920

Total - Sale of Services 176,765,246 246,853,450

Note 22. Other Income

March 31, 2015 March 31, 2014` `

(a) Interest Income Interest from Banks on Fixed Deposit - 17,244 Interest on Income Tax Refund 181,617 161,120 Interest on Security Deposits 7,940 7,940

189,557 186,304

(b) Other Non-Operating Income (Net of expenses directly attributable to such income)Plot Rent Received - 465,000 Profit on sale of fixed assets 3,083,089 11,045,018 Liability No Longer Required written back 48,120,861 - Other income 168,000 12,853

51,371,950 11,522,871

Total 51,561,507 11,709,175

Sl. No

Particulars Year ended

Note 21. Revenue

Year ended

Year ended

Sl. No

Particulars

Note Particulars


Note 23. Cost of Materials Consumed

March 31, 2015 March 31, 2014` `

Opening Stock - 825,927 Add: Purchases - -

- 825,927 Less;Sale of Consumbales - Less: Closing Stock - -

Cost of Material Consumed - 825,927

Material Consumed Comprises:Purchase - Consumables - - Carriage Inward - -

Total - 825,927

Note 24 Changes in Inventories of Finished Goods, Work-in-Progress and Stock-in-Trade

March 31, 2015 March 31, 2014` `

Inventories at the end of the year:Finished goods - 987,690 Work-in-progress - - Stock-in-trade - -

- 987,690

Inventories at the beginning of the year:Finished goods 987,690 1,192,012 Work-in-progress - - Stock-in-trade - -

987,690 1,192,012

Net (Increase) / Decrease 987,690 204,322

Note 25. Employee Benefits Expenses

March 31, 2015 March 31, 2014` `

Salaries, Wages & Allowances 2,363,698 2,585,298 Contributions to provident and other funds 122,482 122,149 Defined Benefit - Gratutity Provisions 12,967 21,980Staff Welfare Expenses 62,043 76,981

Total 2,561,190 2,806,408


Particulars

Particulars

Year ended

Year ended


Note 26. Finance costs

March 31, 2015 March 31, 2014` `

(i) Interest Expenses on Borrowings - -

(ii) Others Borrowing CostFinance Charges on Hire Purchase Finance 522 67,667 Interest paid to Paradeep Port Trust 38,599 256,556 Interest on TDS 47,046 40,294 Interest on Service Tax 199,303 848,107 Interest on Others - 8,219

Total 285,470 1,220,843

Note 27. Other Expenses

March 31, 2015 March 31, 2014` `

Power and fuel 368,201 1,922,918 Repairs and maintenance 872,992 233,309 Ship Freight 77,167,060 112,893,905 Wharfage Charges 17,200,351 24,645,853 Tippling & Terminal Charges 19,490,699 18,367,559 Transporation & Handling Expenses 82,754,685 80,760,847 Other Operating Expenses 1,012,950 2,758,799 Advertisement & Publicity 19,448 7,470 Bank Charges 34,480 50,712 Director's Salary Paid 600,000 600,000 Electricity & Maintenance 112,536 14,062 Entry Tax - 101,792 Insurance 53,434 - Legal & Professional Charges 392,235 100,325 Loss on Sale of Assets 5,644,420 353,110 Other Expenses 528,609 413,630 Sundry Balance written off 94,530 523,941 Rates & Taxes 262,098 4,303,846 Rent 65,008 83,946 Telephone, Postage & Telegram 305,600 187,105 Printing & Stationery 53,922 35,094 Travelling & Conveyance 572,249 775,395 VAT Tax - 5,886 Car Fuel & Maintenance 563,490 410,682 Short Depreciation Written off 5,324 -

208,174,322 249,550,187 Payments to the Auditors: As Auditors - Statutory Audit 46,326 186,776 For Tax Audit 11,236 33,708 For Other Services 5,618 11,236 Reimbursement of Expenses 18,450 23,146

Total 208,255,952 249,805,053

Note 28.a Exceptional items

March 31, 2015 March 31, 2014` `

- -

Total - -

Note 28.b Extraordinary items

March 31, 2015 March 31, 2014` `

- -

Total







Note 29 Additional information to the financial statements

Note

29.1 Contingent liabilities and commitments (to the extent not provided for)As at 31 March,

2015As at 31 March, 2014

(i) ` `

- -

146,500,000 146,500,000

36,755,832 36,755,832

29.2 Disclosures required under Section 22 of the Micro, Small and Medium Enterprises Development Act, 2006



` `- 52,934

NA Not Ascertained

NA NIL

NA Not AscertainedNA Not Ascertained

NA Not Ascertained

29.3 Disclosure as per Clause 32 of the Listing Agreements with the Stock Exchanges

Name of the party Relationship Amount outstanding as

at 31 March, 2015

Maximum balance outstanding during

the year

Note: Figures in bracket relate to the previous year.

Particulars

Dues to Micro and Small Enterprises have been determined to the extent such parties have been identified on the basisof information collected by the Management. This has been relied upon by the auditors.

Loans and advances in the nature of loans given to subsidiaries, associates and others and investment in shares of theCompany by such parties:

NIL (Previous Year : NIL)

(vi) The amount of further interest due and payable even in the succeeding year, until such date when the interest dues as above are actually paid

Particulars

(b) Guarantee provided by the Company in favour of Allahabad Bank on behalf of Surya Sponge Iron Ltd

(a) Claims not acknowledged by the Company

Contingent liabilities

(i) Principal amount remaining unpaid to any supplier as at the end of the accounting year(ii) Interest due thereon remaining unpaid to any supplier as at the end of the accounting year(iii) The amount of interest paid along with the amounts of the payment made to the supplier beyond the appointed day (iv) The amount of interest due and payable for the year(v) The amount of interest accrued and remaining unpaid at the end of the accounting year

(c) Demand raised under Orissa VAT, CST and Entry Tax against thecompany and also against M/s Sunrise Sponge Iron and Steels P Ltd and M/sShree Maruti Steels & Castings Ltd (Both now merged with the Company)wherein the company has filed appeals against the order.



Note 29 Additional information to the financial statements (contd.)

Note

29.4 Details of consumption of imported and indigenous items *

` %IndigenousRaw materials - 825,927

- (677707)

Total - 825,927 - (677707)

Note: Figures / percentages in brackets relates to the previous year

29.5 IMPAIRMENT OF ASSETSAs at 31 March,

2015As at 31 March, 2014

` `

There is no impairment of Assets during the year. NIL NIL

29.6 EXPENDITURE IN FOREIGN CURRENCYAs at 31 March,

2015As at 31 March, 2014

` `NIL NIL

29.7 EARNING IN FOREIGN CURRENCYAs at 31 March,

2015As at 31 March, 2014

` `NIL NIL

Particulars

For the year ended 31 March, 2015



Note 29 Additional information to the financial statements (contd.)

29.8 Other Informations

a)

b)

c)

d)

e)

f)

g)

h)

The Company has during the year sold entire fixed assets of it's unit - M/s I B Industries Ltd (merged with the Company inthe earlier years) and also it's land at Jharsuguda to M/s Bharat Global P Ltd where wife and son of the Chairman aredirectors at a total price of Rs. 2.00 crores wherein the company has incurred a loss of Rs. 26.70 Lacs. As the marketvalue of the assets sold could not be ascertained, reasonableness of the transaction could not be established.

The company maintains separate books of accounts for it’s unit – M/s Bharat Hardcoke Manufacturers at Ranchi whichare audited by M/s V. Modi & Co. (Chartered Accountants) at Ranchi. The audited accounts of the unit is merged in thestatement of accounts of the company.

With the current sale of Land with Building and Plant & Machinery situated at Dhenkanal of it's Unit - M/s I. B. Industries,the company has closed all it’s manufacturing activities during the year.

The amount credited to the revaluation reserves on revaluation of Land, building and plant & machinery has now beentransferred to revaluation reserve on sale of respective assets.

The company has during the year written off it's investment and receivables in M/s Surya Sponge Iron Ltd to the tune ofRs. 8.35 crores against the amount payable to federal bank as the operaions of the said company has been closed andtheir assets taken over by banks against their dues.

The loan account with Federal Bank has been settled under the One Time Settlement and the settlement amount wasfully paid. The net payable amount after adjusting all writeoffs has been considered as income as liability no longerrequired.

Some of the Debtors, creditors, advances and other ledger balances are subject to confirmation.

Cash in hand as on the balance sheet date is as per the books of accounts and as certified by the directors. Cash inhand has not been verified physically.


Note 30 Disclosures under Accounting Standards

30.1 Earnings Per Share

31 March, 2015

31 March, 2014

31 March, 2015

31 March, 2014

` ` ` `

Basica) Profit after Tax 9,007,636 7,384,439 9,007,636 7,384,439b) Less: Dividend on Preference Shares 0 0 0c) Adjust Net Profit for the Year A 9,007,636 7,384,439 9,007,636 7,384,439d) Weighted average number of Shares Outstandings B 10,674,395 10,674,395 10,674,395 10,674,395e) Basic EPS A/B 0.84 0.69 0.84 0.69

Diluteda) Profit after Tax A 9,007,636 7,384,439 9,007,636 7,384,439b) Add: Interest expenses on convertible debenture (net of Tax) B 0 0 0 0c) Adjust Net Profit for the Year C (A+B) 9,007,636 7,384,439 9,007,636 7,384,439d) Weighted average number of shares outstandings D 10,674,395 10,674,395 10,674,395 10,674,395e) Add: Weighted average number of potential equity shares on account of employee stock option

E 0 0 0 0

f) Add: Weighted average number of potential equity shares on account of convertible debentures

F 0 0 0 0

g) Weighted average number of shares outstandings for diluted EPS

G (D+E+F)

10,674,395 10,674,395 10,674,395 10,674,395

h) Diluted EPS (Rs) C/G 0.84 0.69 0.84 0.69i) Face Value per share (Rs) 10 10 10 10

ParticularsBefore Extraordinary items After Extraordinary items


Note 30 Disclosures under Accounting Standards (Contd…… )

30.2 Segment Information

Handling Transportation

Coal & Coke Total Handling Transportation

Coal & Coke Total

` ` ` ` ` `RevenueExternal 1767.65 0.00 1767.65 2468.53 0.00 2468.53Inter-Segment 0.00 0.00 0.00 0.00 0.00 0.00Other Operating Revenue 0.00 0.00 0.00 0.00 0.00 0.00Total 1767.65 0.00 1767.65 2468.53 0.00 2468.53

Segment Result-Segment in Profit (45.20) 0.00 (48.28)Segment Result-Segment in Loss 419.31 0.00 419.31

Unallocated corporate income 515.62 115.23Unallocated corporate expenses 0.00 0.00Operating Profit 96.31 21.75Interest Income 0.00 1.86 1.86Interest Expenses 2.85 12.21 12.21Profit before taxes 93.46 11.40Tax Expense (3.38) 62.45Profit after tax before extraordinery items 90.08 73.85Loss from extraordinery items (Net of Taxes) 0.00 0.00Profit after tax 90.08 73.85

Other InformationSegement Assets 1256.60 35.06 1291.66 867.36 379.75 1247.11Unallocated Corporate Assets 1104.67 2909.01Total Assets 1256.60 35.06 2396.33 867.36 379.75 4156.12

Segement Liabilities 636.37 0.41 636.78 71.22 10.35 81.56Unallocated Corporate Liabilities 1.42 4074.56Total Liabilities 636.37 0.41 638.20 4156.12

Capital Expenditure 0.00 0.00 0.00 0.00 0.00 0.00

Depn and Amortization included in segment expense 0.00 0.00 0.00 0.00 0.00 0.00

Non-Cash expenditure other than Depreciation and Amortization included in segment expense

0.00 0.00 0.00 0.00 0.00 0.00

Particulars

The Company has identified business segments as its primary segment and geographic segments as its secondary segment. Business segmentsare primarily Handling & Transportation and Coal & Coke. Revenues and expenses directly attributable to segments are reported under eachreportable segment. Expenses which are not directly identifiable to each reportable segment have been allocated on the basis of associatedrevenues of the segment and manpower efforts. All other expenses which are not attributable or allocable to segments have been disclosed asunallocable expenses. Assets and liabilities that are directly attributable or allocable to segments are disclosed under each reportable segment. Allother assets and liabilities are disclosed as unallocable. Fixed assets that are used interchangeably amongst segments are not allocated to primaryand secondary segments. As the company operates only in a single geographical segment - India, hence classification under the Geographicalsegment is not applicable. The business segment comprise of thefollowing:

Particulars

For the year ended 31 March, 2014For the year ended 31 March, 2015



30.3 Related Party Transactions

A. Details of related parties:

Description of relationship

Holding Company

Subsidiaries

Associates

Key Management Personnel (KMP)

Relatives of KMP 1) Mrs. Sangeeta Modi (Wife of Chairman Mr. Nirmal Modi)2) Mrs. Anju Agarwal (Wife of Managing Director, Deepak Agarwal)3) Mr. Abhishek Modi and Mr. Vineet Modi (Sons of Mr. Nirmal Modi)4) Miss Shraddha Modi (Daughter of Mr. Nirmal Modi)

Company in which KMP / Relatives of KMP can exercise significant influence (2) Airm Credit Capital P Ltd

(3) Flexir Impex P Ltd

B. Related Party Transactions

Transaction /Balances 31 March, 2015

31 March, 2014

31 March, 2015

31 March, 2014

31 March, 2015

31 March, 2014

` ` ` ` ` `Sale of Fixed Assets - - - - 20,000,000 17,633,243 Advance Given - - - - 49,455,000 58,075,000 Purchase of Shares - 63,225,000 Allotment of Equity Shares - - - 96,525,000 Remuneration paid 600,000 600,000 - - - - Rent Paid - - 10,000 30,000 Balances as at year endShort Term Loan & Advances - - - 49,455,000 65,678,243

C. Disclosures in respect of tranasctions which are more than 10% of the total transactions of the same type with related parties.

March 31, 2015 March 31, 2014 March 31, 2015 March 31, 2014Sale of Fixed Assets 20,000,000 17,633,243 - - Advance Given 49,455,000 65,678,243 49,455,000 65,678,243 Purchase of Shares - 63,225,000 - - Allotment of Equity Shares - 96,525,000 - - Remuneration paid 600,000 600,000 - - Rent Paid - 30,000 - -

As per accounting standard - 18 'Related Party Disclosures' as prescribed under Companies (Accounting Standards) Rules, 2006 the company's related parties and transactions are disclosed below.

Transactions Balances

Ent with KMP & Relatives of KMP having influece

Relatives of KMPKey Managerial PersonDetails of related party transactions during the year ended 31 March, 2015 and balances outstanding as at 31 March, 2015

1) Mr. Nirmal Modi

1) Bharat Global P Ltd

Names of related parties

NIL

NIL

NIL

2) Mr. Deepak Agarwal



30.4 Deferred Tax (Liability) / Asset



` `Deferred tax (liability) / asset Tax effect of items constituting deferred tax liabilityOn difference between book balance and tax balance of fixed assets 738,170 8,376,004 On expenditure deferred in the books but allowable for tax purposesOn items included in Reserves and surplus pending amortisation into the Statement of Profit and LossOthersTax effect of items constituting deferred tax liability 738,170 8,376,004

Tax effect of items constituting deferred tax assetsProvision for compensated absences, gratuity and other employee benefits 39,875 Provision for doubtful debts / advancesDisallowances under Section 40(a)(i), 43B of the Income Tax Act, 1961On difference between book balance and tax balance of fixed assetsUnabsorbed depreciation carried forwardBrought forward business losses & Unabsorbed Depreciation Carry Forward 9,508,060 15,795,683 On items included in Reserves and surplus pending amortisation into the Statement of Profit and LossOthersTax effect of items constituting deferred tax assets 9,508,060 15,835,558

Net deferred tax (liability) / asset 8,769,890 7,459,554

Particulars

The Company has recognised deferred tax asset on unabsorbed depreciation to the extent of the corresponding deferred tax liability onthe difference between the book balance and the written down value of fixed assets under Income Tax (or) The Company hasrecognised deferred tax asset on unabsorbed depreciation and brought forward business losses based on the Management's estimates of future profits considering the non-cancellable customer orders received by the Company.



30.5 LEASESAs a Lessee:Operating Lease

March 31, 2015 March 31, 2014With Respect to all operating leases:Lease Payment recognised in the statement of Profit and Loss - - during the year

With respect to non-cancellable operating leases, the future minimum lease payments are as follows:

March 31, 2015 March 31, 2014Not later than one year Later than one year and not later than five years NA NA Later than five years

March 31, 2015 March 31, 2014

NIL NIL

March 31, 2015 March 31, 2014

NIL NIL

March 31, 2015 March 31, 2014

NIL NIL

Note 31 : Previous year's figures

Previous Year's figures has been regrouped, re arranged and re classified wherever necessary to make them comparable to those for the current year.

Operating Lease AS19p25(e) The Company has significant operating leases for it's manufacturing unit -M/s Bharat Hardcoke Manufacturing at Tupudana, Ranchi and other office premises. These leasearrangements range for a period between 11 months and 10 years, which include both cancellable andnon-cancellable leases. Most of the leases are renewable for further period on mutually agreeable termsand also include escalation clauses.

30.8 Investment by the loanees in the shares of the Company :

30.6 Loans and advances in the nature of loans to subsidiaries and associates

30.7 Loans and advances in the nature of loans to firms/companies in which directors are interested



ATTENDANCE SLIP Regd. Folio / DP ID & Client ID

| Name and Address of the Shareholder | | | | | | | | | | ` | | | | | | | | |

1. I hereby record my presence at the 24thANNUAL GENERAL MEETING of the Company being held on 28th

September,2015 at 10.00 A.M. at the Registered Office of the Company at “Draupadi Mansion, 3rd Floor, 11, Brabourne Road, Kolkata-700001.”

_______________________________________________________________________________________________________ 2. Signature of the Shareholder/Proxy Present 3. Shareholder / Proxy holder wishing to attend the meeting must bring the Attendance Slip to the meeting and handover the

same at the entrance duly signed. 4. Shareholder / Proxy holder desiring to attend the meeting may bring his / her copy of the Annual Report for reference at

the meeting. Note: - PLEASE CUT HERE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING.

- - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - - ELECTRONIC VOTING PARTICULARS

(1) EVSN (E-Voting Sequence

No.)

(2) USER ID.

(3) PAN or Relevant No.as

under

(4) Bank Account No.

(See Note No.1)

Notes: (1) Where Bank Account Number is not registered with the Depositories or Company please enter your User Id. as mentioned

in column (2) above.

(2) Please read the Instructions printed under the Note No. 11 to the Notice dated 14th August, 2015 of the 24thAnnual General Meeting. The e-voting period starts from 09.00 A.M. on 25.09.2015 and ends at 5.00 P.M. on 27.09.2014, the e-voting module shall be disabled by CDSL for voting thereafter.



Form No. MGT-11

Proxy form

[Pursuant to section 105(6) of the Companies Act, 2013 and rule 19(3) of the Companies (Management and Administration) Rules, 2014]

CIN : L74999WBPLC1991051738 Name of the company : N R International Limited Registered office : “Draupadi Mansion, 3rd Floor, 11, Brabourne Road Kolkata-700001 West Bengal. E- Mail : [email protected] Website : www.nrinternationalltd.in Name of the member (s) : Registered Address : E-mail Id : Folio No/ Client ID : DP ID : I/We, being the member holding ----------------- equity shares of the above named company, hereby appoint Name : Address : E-mail id : Signature :……………………..., as my/our proxy to attend and vote (on a poll) for me and on my behalf at the 24thAnnual General Meeting of the Company, to be held on Monday the 28th day of September, 2015 At 10.00 A.M at “Draupadi Mansion, 3rd Floor, 11, Brabourne Road Kolkata-700001. West Bengal and at any adjournment thereof in respect of such resolutions as are indicated below:

Ordinary Business:

Sl. No.

Description Optional

For Against

1. Adoption of Financial Statement of Accounts for the year ended on 31st March, 2015.

Ordinary

2. To appoint a directors in place of Mr. Nirmal Modi (holding DIN 00268371), who retires by rotation and being eligible, seek re-appointment.

Ordinary

3. Ratify the appointment of M/S, Agarwal Vishwanath & Associates Chartered Accountant, as Statutory Auditors and fixing their remuneration.

Ordinary

Special Business:

Sl. No.

Description Optional

For Against 4. To adopt the new set of Articles of association. Special

5. To re-appoint Mr. Deepak Agarwal (DIN : 00268483) as an Managing Director for a period of 5 (Five) years from 1st day of October, 2015 to 30th September, 2020.

Special

Signed this…………..day of…………… 2015 Signature of Shareholder ______________ Signature of Proxy holder(s)________________ Note: This form of proxy in order to be effective should be duly completed and deposited at the Registered Office of the

Company, not less than 48 hours before the commencement of the Meeting. A Proxy need not be member of the Company.

Please Affix

Revenue Stamp



Form No. MGT12 Polling Paper

[Pursuant to section 109(5) of the Companies Act, 2013 and rule 21(1)(c) of the Companies (Management and Administration) Rules, 2014]

Name of the Company: Registered office:

N R International LimitedDraupadi Mansion, 3rd Floor, 11, Brabourne Road Kolkata‐700001. West Bengal

BALLOT PAPER (24th AGM 2015) S. No. Particulars Details

1. Name of the First Named Shareholder (In block letters)

2. Postal address

3. Registered folio No. / *Client ID No. (*Applicable to investors holding shares in dematerialized form)

4. Class of Share Equity Share

I hereby exercise my vote in respect of Ordinary/ Special resolution enumerated below byrecording my assent or dissent to the said resolution in the following manner:

S. No. Resolutions

No. of shares

held by me

I assent to the

resolution

I dissent from the resolution

1. Adoption of Financial Statements for the year 2014‐15.‐ Ordinary Resolution

2. Appointment of Mr. Nirmal Modi as Director. (Retire by rotation) – Ordinary Resolution

3.

Ratify the appointment of Auditor of the Company M/s Agarwal Vishwanath & Associates, Chartered Accountants, Kolkata (Firm Registration No. 323024E)‐ Ordinary Resolution

4. Adoption of new Article of Association.‐ Special Resolution

5. Re‐appointment of Mr. Deepak Agarwal Managing Director of the Company for a term of five years w.e.f. 01.10.2015.‐ Special Resolution

Place: Date :

(Signature of the shareholder)

-4 w+ i n. r international limited · members and share transfer books of the company will remain...

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