Directors Report of N R International Ltd.

Mar 31, 2015

Dear Members,

N. R. INTERNATIONAL LIMITED

The 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 As at 31.03.2015 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 11,709,175

Total Revenue 228,326,753 258,562,625

Profit before depreciation, interest and tax 16,521,921 49,20,915

Less: 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 (1,28,31,875) (20,216,315) previous year

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.

PRATICUEARS 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

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

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Mar 31, 2014

Dear Members,

The Directors have pleasure in presenting their 23rd Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2014.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2014 is summarized below:

Working for the year yielded a Profit before depreciation, interest and tax 49,20,915 (28,33,337)

Less: Interest & Fiance Charges 12,20,843 1,918,350

Profit before Depreciation and Tax 3,70,00,72 47,51,687

Less: Depreciation 25,60,488 41,27,333

Profit before Tax 11,39,584 (88,79,020)

Less: Provision for Taxation 12,14,700 0

Deferred Tax 74,59,555 20,36,007

Income Tax for earlier years 0 18,18,564

Profit after Tax 73,84,439 (86,61,577)

Add: Surplus / (Loss) brought forwards (20,216,315) (1,15,54,736) previous year

Surplus / (Loss) carried to Balance (1,28,31,875) (2,02,16,315) Sheet

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 several steel plants were forced to shut down due to very low demand and increase in cost of production which continued from 2009-2010 and onwards resulting in steel plants up for sale. There was no sign of improvement to arrest the said fall in demand. The manufacturing operation in the steel units of the Company was closed on and from 14.08.2010 due to low demand and lack of competitive price for companies' product. Your company has fully closed the operations in the steel sector and sold entire assets including land, building, machinery and other fixed assets relating to steel industry. The company has also surrendered it's licenses / registrations under the VAT, Entry Tax, Central Excise and other statutory bodies. The production in coke unit is also closed and the Company will carry out the same once the market improves. Because of mounting losses the Company could not service its debts to banks. However part of the outstandings has been paid out of sale proceeds of fixed assets.

FINANCE:

Your Company is passing through a difficult period to solve various finance related issues. The accounts with the banks has become bad and bank has initiated recovery proceedings against the company. However your company has paid Rs. 2.63 crore to the bank during the year out of sale proceeds of fixed assets and other receipts. Your Company has taken stringent measures to curtail various expenses till the situation improves.

FUTURE OUTLOOK

As reported earlier the Company had previously planned to set - Up One 0.9 MTPA capacity of Coal Beneficiation Plant at Bainchua, Tangi, Cuttack to contribute to the profit of the Company However at present the implementation of the same has been deferred till the present operations are revived.

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.

FIXED DEPOSITS

Your company has not accepted any deposits as such no amount of principal or interest is outstanding on the date of the Balance Sheet.

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 217(2A) of the Companies Act, 1956, and read together with Companies (particulars of Employees) Amendment Rules 2011 it is started that no employee of the Company is in receipt of remuneration aggregating to Rs. 60,00,000/- or more for the year or Rs. 5.00,000/- or more per month for the part of the year.

DIRECTORS

Mr. V. K. Srivastava, Independent Director of the company, retired rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment for a term of 5 years from the date of the AGM.

AUDITORS

M/s Sanjay Jagdish & Co, Chartered Accountants, Auditor of the Company retire at the conclusion of the Annua) General Meeting and has expressed their unwillingness for re appointment. On the basis of recommendation of audit committee, the board recommends appointment of M/s Agarwal Vishwanath & Associates, Chartered Accountants as the auditors of the company. The Company has received a certificate from them to the effect that their re- appointment, if made, would be within the limits prescribed under section 224(IB) of the Companies Act, 1956 and that the appointment shall be in accordance with the provisions laid down in the Companies Act 2013.

AUDITORS' REMARKS

The qualification made by the auditors' in their reports:

1. The interest on delay payment of statutory dues shall be accounted for on cash basis as it is not possible to ascertain the amount as on the date of the balance sheet.

2. Corporate Guarantee had to be executed as the Company had substantial stake in the said Company.

3. Steps will be taken for realization of advance to related parties.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period:

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, that directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars with respect to conservation of energy as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in report of Directors) Rules, 1988 are as under:

1. Conservation of energy : NIL

2. Technology Absorption : NIL

3. Foreign Exchange Earning and out go

a. Foreign Exchange Earning : NIL

b. Foreign Exchange out go : NIL

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed in following Stock Exchanges as at 31.03.2014:

Name of Stock Exchanges Trading Scrip Code approval Obtained on

Calcutta St. Ex. Association Ltd., Kolkata. 24.03.2005 NIL

The Stock Exchange, Mumbai. 07.04.2005 532623

The 8BSR St. Ex. Association Ltd. , BBSR 07,04.2005 NIL

The Stock Exchange, Ahemdabad, 19.05.2005 41081

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

DEMATERIALISATION OF SHARES

The Company has got the approval for dematerialization of shares from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have option to dematerialize the shares with any Depository under demat ISIN Number for both NSDL & CDSL is INE605F01017. Out of 1.06.74.395 Nos. of Equity Shares, the total number of shares held under NSDL & CDSL folios as at 31.03.2014 is furnished as under:

NSDL Folio : 92,05.409 : 86.24% of the total Equity Shares CDSL Folio : 3,94,209 : 3.69% of the total Equity Shares

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

SD/-

Deepak Agarwal The day of 8th August, 2014 Managing Director

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Mar 31, 2013

The Members of N. R. INTERNATIONAL LIMITED

The Directors have pleasure in presenting their 22nd Annual Report together with the audited statement of accounts of the Company for the year ended March 31, 2013.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March, 2013 is summarized below:

Working for the year yielded a Profit before depreciation,

Particulars As at As at

31,03.2013 31,03,2012 (Rs.) (Rs.)

interest and tax (2,833,337) 60,668,464

Less: Interest & Fiancé Charges 1,918,350 5,48,85,334

Profit before Depreciation and Tax 4,751,687 5,783,130

Less: Depreciation 4,127,333 6,586,154

Profit before Tax (8,879,020) (803,024)

Less: Provision for Taxation i

Deferred Tax 2,036,007 11,448,370

Income Tax for earlier years 1,818,564 523,698

Profit after Tax (8,661,577) 10,121,648

Add: Surplus/ (Loss) brought forwards previous year (11,554,736) (21,676,384)

Surplus / (Loss) carried to Balance Sheet (20,216,315) (11,554,736)

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 several steel plants were forced to shut down due to very low demand and increase in cost of production which continued from 2009-2010 and onwards resulting in steel plants up for sale. There was no sign of improvement to arrest the said fall in demand. Accordingly the manufacturing operation in the steel units of the Company was closed round from 14.08.2010 due to low demand and lack of competitive price for companies'' I

product. Your company has also sold 2 of its manufacturing units up to the previous year and has also put up for sale it''s 3rd and last unit. The company has decided to close the steel sector and has got the power supply to the factory disconnected. The company has also surrendered it''s licenses / registrations under the VAT, Entry Tax and other statutory bodies. The production in coke unit is also closed and the Company will carry out the same once the market improves.

Because of mounting losses the Company could not service its debts to banks. However part of the outstanding has been paid out of sale proceeds of fixed assets.

FINANCE:

Your Company is passing through a difficult period to solve various finance related issues. The Claims lodged by the company in earlier years on account of quality difference amounting to Rs.2.40 Crores was totally disallowed by the party which has been written off in the accounts.

Further certain Investment made by the Company amounting to Rs.1.29 Crores have turned out to be bad and had to be written off in the accounts. Further your Company has taken stringent measures to curtail various expenses till the situation improves.

FUTURE OUTLOOK

As reported earlier the Company had previously planned to set - Up One 0.9 MTPA capacity of Coal Beneficiation Plant at Bainchua, Tangi, Cuttack to contribute to the profit of the Company.

However at present the implementation of the same has been deferred till the present operations are revived.

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 I

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. I

FIXED DEPOSITS

Your company has not accepted any deposits as such no amount of principal or interest is outstanding on the date of the Balance Sheet.

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 217(2A) of the Companies Act, 1956, and read together with Companies (particulars of Employees) Amendment Rules 2011 it is started that no employee of the Company is in receipt of remuneration aggregating to Rs. 60,00,000/- or more for the year or Rs. 5,00,000/- or more per month for the part of the year.

DIRECTORS

Mr. Abhishek Modi, Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS

M/s Sanjay Jagdish & Co, Chartered Accountants, Auditor of the Company retire at the conclusion of the Annual General Meeting and being eligible, offer themselves for reappointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

AUDITORS'' REMARKS

The qualification made by the auditors'' in their reports:

1. The interest on delay payment of service tax shall be accounted for on cash basis as it is not possible to ascertain the amount as on the date of the balance sheet.

2. The Company had applied to the Bankers for reconsideration because of sickness in similar size of Industry due to declination in demand.

3. Corporate Guarantee had to be executed as the Company had substantial stake in the said Company.

4. Steps will be taken for realization of advance to related parties.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm:

i. That in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii. That the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and pcudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

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. that directors had prepared the annual accounts on a going concern basis.

PRATICULARS OF ENERGY CONSERVATION, ETC.

Particulars with respect to conservation of energy as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in report of Directors) Rules, 1988 are as under:

1. Conservation of energy : NIL

2. Technology Absorption : NIL

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company''s Auditors confirming compliance is set out in the Annexure forming part of this report.

DEMATERIALISATION OF SHARES

The Company has got the approval for dematerialization of shares from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have option to dematerialize the shares with any Depository under demat ISIN Number for both NSDL & CDSL is INE605F01017. Out of 1.06.74.395 Nos. of Equity Shares, the total number of shares held under NSDL & CDSL folios as at 31.03.2013 is furnished as under:

NSDL Folio: 72,26.799 : 68% of the total Equity Shares CDSL Folio: 3,93,621 : 4% of the total Equity Shares

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

Deepak Agarwal

The day of 27th August, 2013 Managing Director

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Mar 31, 2012

To The Members of N. R. INTERNATIONAL LIMITED

The Directors have pleasure in presenting their 21st Annual Report together with the audited accounts of the Company for the year ended March 31, 2012.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2012 is summarized below:

As at As at 31.03.2012 31.03.2011 (Rs.) (Rs.)

Working for the year yielded a Profit before depreciation, 60,668,464 42,406,822

Interest, and tax

Less : Interest & Finance Charges 54,885,334 4,46,59,416

Profit before Depreciation and Tax 5,783,130 (22,52,594)

Less Depreciation 6.586,154 10,675,350

Profit before Tax (8,03,024) (12,927,944)

Less : Provision for taxation

Deferred Tax (11,448,370) 12,454,574

Income Tax for earlier years 5,23,698 5,27,625

Profit after tax

10,121,649 (25,910,143)

Add : Surplus/ (Loss ) brought forwards previous year (21,676,384) 4,233,759

XSurplus / (Loss) carried to Balance Sheet (11,554,737) (21,676,384)

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 several steel plants were forced to shut down due to very low demand and increase in cost of production which continued from 2009-2010 and onwards . Several steel plants are already up for sale . There was so sign of improvement to arrest the said fall in demand . Accordingly the manufacturing operations in the Companies plant was shut down on and from 14.08.2010 due to low demand and lack of competitive price for companies product . The Company carried on sale of services during the year to meet its administrative cost . The State Electricity Board has also been requested for disconnection of power supply to the factory. Unless the situation improves immediately the Company will not canny out any production . There was no production during the first quarter of the current year ask . Because of mounting losses the Company could not service its debts to banks in time resulting -in- Banks initiating recovery proceedings against the company. However, the Company is still negotiating with the Bankers seeking time because of gloomy conditions prevailing in the Industry as a whole . Your Directors are still hopeful that the situation will turnaround in the near future .

FINANCE :

Your Company is passing through a difficult period to solve various finance related issues . The Claims lodged by the company in earlier years on account of quality difference amounting to Rs 2.40 Crores was totally disallowed by the parties which has been written off in the accounts Further certain Investments made by the Company amounting to Rs 1.29 Crores have turned out to be bad and had to be written of in the accounts . Further your Company has taken stringent measures to curtail various expenses till the situation improves .

FUTURE OUTLOOK

As reported earlier the Company had previously planned to set - Up One 0.9 MTPA capacity of Coal Beneficiation Plant at Bainchua , Tangi , Cuttack to contribute to the profit of the Company . However at present the implementation of the same has been deferred till the present operations are revived .

EXPANSION AND MODERNISATION

Your Company has at present no plans for Expansion and Modernization . It is mainly concentrating on the operation of the existing plant. No major capital expenditure is planned in the immediate following years .

INTERNAL CONTROL SYSTEMS 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 adequacy and effectiveness of the internal control across various activities , as well as compliance with laid - down systems and policies are comprehensively96-and frequently monitored by your companies management at all levels of organization . The Audit Committee , which meets at least four times a year , actively reviews internal control systems as well as financial disclosures .

FIXED DEPOSITS

Your company has not accepted any deposits as such no amount of principal or interest is outstanding on the date of the Balance Sheet.

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 217(2A) of the Companies Act, 1956, and read together with Companies ( particulars of Employees ) Amendment Rules 2011 it is stated that no employee of the Company is in receipt of remuneration aggregating to Rs.60,00,000/- or more for the year and Rs.5,00,000/- or more per month for the part of the year.

DIRECTORS

Mr. V.K. SRIVASTAVA , Director, retire by rotation at the ensuing Annual General Meeting and being eligible offer himself for re-appointment.

AUDITORS

M/s Sanjay Jagdish & Co, Chartered Accountants, Auditor of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re- appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1B) of the Companies Act, 1956.

AUDITORS' REMARKS

The qualification made by the auditors' in their report ;

1. The Company has taken steps to deposit the amount of TDS of Rs 920 / and Professional Tax of Rs 14,777/ with interest.

2. The Company has applied to the Bankers for reconsideration because of sickness in similar size of Industry due to declination in demand .

3. Corporate Guarantee had to be executed as the Company had substantial stake in the said Company .

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm:

i) that In the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii) that directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars with respect to conservation of energy as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in report of Directors) Rules, 1988 are as under :

1. Conservation of energy : NIL

2. Technology Absorption : NIL

3. foreign Exchange Earning and out go

a. Foreign Exchange Earning Rs. NIL

b. Foreign Exchange Outgo Rs. NIL

LISTING WITH STOCK EXCHANGES

The eauity shares of the Company are listed in following Stock Exchanges as at 31.03.2012:

Name of Stock Exchanges Trading approval Scrip Code Obtained on

Calcutta St. Ex. Association Ltd., Kolkata. 24.03.2005 NIL

The Stock Exchange, Mumbai. 07.04.2005 532623

The BBSR St. Ex. Association Ltd, BBSR 07.04.2005 NIL

The Stock Exchange, Ahmedabad. 19.05.2005 41081

CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Company's Auditors confirming compliance is set out in the Annexure forming part of this report.

DEMATERIALISATION OF SHARES

The Company has got the approval for dematerialization of shares from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have option to dematerialize the shares with any Depository under demat ISIN Number for both NSDL & CDSL is INE605F01017. Out of 1,06,74,395 Nos. of Equity Shares, the total number of shares held under NSDL & CDSL folios as at 31.03.2012 is furnished as under:

NSDL Folio : 7,226,799 : 68% of the total Equity Shares

CDSL Folio : 3,93,621 : 4% of the total Equity Shares

ACKNOWLEDGEMENT

Your Directors would like to express their sincere thanks to various State and Central Government Departments, 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

Deepak Agarwal

The day of 9 July, 2012 Managing Director

---

Mar 31, 2010

The Directors have pleasure in presenting their Seventeenth Annual Report together with the audited accounts of the Company for the year ended March 31, 2010.

FINANCIAL RESULTS

The performance of the Company for the financial year ended 31st March 2009 is summarized below:

As at As at

31.03.2010 31.03.2009 (Rs.) (Rs.)

Working for the year yielded a Profit before depreciation, 2,19,97,403 5,49,22,135

Interest, and tax

Less : Interest & Finance Charges 4,20,39,245 3,88,01,934

Profit before Depreciation (2,00,41,842) 1,61,20,201

Less Depreciation 1,19,89,226 1,11,05,015

Profit before Tax (3,20,31,068) 50,15,186

Less: Provision for taxation - 4,91,220

Deferred Tax (97,19,452) (2,39,831)

Fringe Benefit Tax - 2,58,945

Profit after tax (2,23,11,616) 45,04,852

Add : Surplus brought forwards previous year 2,65,45,375 2,20,40,523

Surplus carried to Balance Sheet 42,33,759 2,65,45,375

DIVIDEND

With a view to plough back of earnings for the future growth of the company, your Directors do not recommend any dividend of for the year.

REVIEW OF OPERATION

Due to precarious condition of the World Economy and especially Global Price Recession in steel, coal & coke sector the turnover of the Company has reduced from Rs. 91.37 Crores to Rs. 85.21 Crores i.e. decreased by around 7% in comparison to the last financial year. Although, there was a marginal decrease in the turnover the impact of global price recession and volatile market condition lay down the profitability of the Company to its first ever cash loss on record to the extent of Rs. 2.00 Crores before depreciation. The profits before tax and after deferred tax are Rs. 3.20 Crores & Rs. 2.23 Crores respectively, which restricts your Board of Directors for recommendation of dividend for the financial year ended as on 31.03.2010.

FUTURE OUTLOOK

Your Company has already received green signal from the local villagers as well as concerned State Pollution Control Board of Orissa through a Public Hearing duly conducted by the Public Authorities to grant consent to establish for setting up of 0.9 MTPA Coal Beneficiation Plant at Tangi, Cuttack, Orissa. The implementation of the project is expected to commence during November, 2010. For smooth & timely implementation of the said project your Company seeks timely availability of long term financial assistance from out sources i.e. either from Banks or Financial Institutions. Accordingly, your company has planned to implement this project as a separate profit center and to avail financial assistance without clubbing the rest business activities of the Company into this project The DPR is under preparation and financial tie-up will be done shortly.

RESERVES

The total Reserves as on 31st March 2010 has been reduced from Rs. 1836 Lacs to Rs 1602 Lacs.

PARTICULARS OF EMPLOYEES

Information as per section 217(2A) of Companies Act, 1956 has not been given as none of the employees are in receipt of remuneration in excess of the limits prescribed therein.

FIXED DEPOSITS

Your company has not accepted any deposits as such; no amount of principal or interest is outstanding on the date of the Balance Sheet.

DIRECTORS

Mr. Vinod Kumar Srivastava and Capt. Ajay Singh Chouhan Directors, retire by rotation at the ensuing Annual General Meeting and being eligible offer themselves for re-appointment.

AUDITORS

M/s Sanjay Jagdish & Co., Chartered Accountants, Auditors of the Company retire at the conclusion of this Annual General Meeting and being eligible, offer themselves for re-appointment. The Company has received a certificate from them to the effect that their reappointment, if made, would be within the limits prescribed under section 224(1 B) of the Companies Act, 1956.

AUDITORS REMARKS

The notes to the accounts referred to in the Auditors Report are self-explanatory and therefore do not call any further comments.

DIRECTORS RESPONSIBILITY STATEMENT

Your Directors hereby confirm.

i) that in the preparation of the annual accounts, the applicable accounting standards had been followed along with proper explanation relating to material departures;

ii) that the directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the company for that period;

iii) that directors had taken proper and sufficient care for the maintenance of adequate

accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;

iv) that directors had prepared the annual accounts on a going concern basis.

PARTICULARS OF ENERGY CONSERVATION, ETC.

Particulars with respect to conservation of energy as per section 217 (1) (e) of the Companies Act, 1956 read with the Companies (Disclosures of Particulars in report of Directors) Rules, 1988 are as under:

1. Conservation of energy NIL

2. Technology Absorption NIL

3. Foreign Exchange Earning and out go

a. Foreign Exchange Earning Rs. NIL

b. Foreign Exchange Outgo Rs. NIL

LISTING WITH STOCK EXCHANGES

The equity shares of the Company are listed in following Stock Exchanges as at 31.03.2010:

Name of Stock Exchanges Trading approval Scrip Code Obtained on

Calcutta St. Ex. Association Ltd., Kolkata. 24.03.2005 NIL The Stock Exchange, Mumbai. 07.04.2005 532623

The BBSR St. Ex. Association Ltd, BBSR 07.04.2005 NIL

The Stock Exchange, Ahmedabad. 19.05.2005 41081



CORPORATE GOVERNANCE

As per Clause 49 of the Listing Agreement with the Stock Exchanges, a separate section on Corporate Governance Practices followed by the Company together with a certificate from the Companys Auditors confirming compliance is set out in the Annexure forming part of this report.

DEMATERIALISATION OF SHARES

The Company has got the approval for dematerialisation of shares from National Securities Depository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) whereby shareholders have option to dematerialize the shares with any Depository under demat ISIN Number for both NSDL & CDSL is INE605F01017. Out of 1,06,74,395 Nos. of Equity Shares, the total number of shares held under NSDL & CDSL folios as at 31.03.2010 is furnished as under:

NSDL Folio : 59,47,922 : 55.72% of the total Equity Shares CDSL Folio : 3,48,271 3.26% of the total Equity Shares

ACKNOWLEDGEMENT

Your Directors would like to express their sincere thanks to various State and Central Government Departments, 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

Sd/-

Deepak Agarwal

The 22nd day of September, 2010 Managing Director