N R TEXTILE INDUSTRIES LIMITEDnrtextile.in/files/annual report/annual report nrt 2017.pdf · During...

N R TEXTILE INDUSTRIESLIMITED

Annual Report - 2017

N R TEXTILE INDUSTRIES LTDCIN: L17323WB1984PLC037240

BOARD OF DIRECTORS

Whole-time Director & CFOMr. Naresh Kumar Tibarewala

Non-Executive Non-Independent DirectorsMr. Ram Krishna Saraf Mrs. Ritu Tibarewala

Independent DirectorsMr. Vinay Kumar Nigania Mr. Gaurav Kajaria

AUDITORSMs . Swati Chetani Chartered Accountants 13/S New Alipore Road Kolkata - 700053

LISTING DETAILSThe equity shares of the Company are listed on The Calcutta Stock Exchange Limited.

REGISTERED OFFICE12A, N S Road, 2nd Floor,Kolkata-700001 Phone: +91-33-2230-4851 E-mail: [email protected] Website: http://nrtextile.in

mailto:[email protected]

http://nrtextile.in

Dear Members,

Board’s Report

Your Directors have pleasure in presenting their 33rd Annual Report on the business and operations of the Company together with the Audited Accounts of the Company for the financial year ended March 31, 2017.

FINANCIAL SUMMARY:

Key highlights of financial performance for the Company for the financial year 2016-17 are tabulated below:(Rs. In lakhs)

Particulars FY2017 FY2016

Sales and Other Income 28.28 26.55Profit before Tax 16.29 10.19

Profit after Tax 13.27 8.23

Earnings Per Share (in Rs.) 5.33 3.31

DIVIDENDIn order to consolidate the Company’s financial position, your directors consider it prudent not to recommend dividend for the year under review.

TRANSFER TO RESERVESThe Company has not transferred any sum to the General Reserve during the year under review.

OPERATIONSThe Company is engaged in manufacturing of readymade garments. However, the Company has not recorded any revenue from the main business activity during the year under review.

CHANGES IN THE NATURE OF BUSINESSThere is no change in the nature of the business of the Company during the year.

MATERIAL CHANGES AND COMMITMENTSThere is no material changes occurred subsequent to the close of the financial year of the Company to which the balance sheet relates and the date of the report.

SIGNIFICANT AND MATERIAL ORDERS PASSED BY THE REGULATORS OR COURTS OR TRIBUNALSThere are no significant and material orders passed by the regulators or courts or tribunals impacting the going concern status and company’s operations in future.

INTERNAL CONTROL SYSTEMSThe Company has an Internal Control System, commensurate with the size, scale and complexity of its operations. To maintain its objectivity and independence, the Internal Audit function reports to the Chairman of the Audit Committee of the Board. G. L. Jhunjhunwala & Co. (FRN: 308076E), Practicing Chartered Accountant, is the Internal Auditor of the Company.

The Internal Auditor monitors and evaluates the efficacy and adequacy of internal control system in the Company, its compliance with operating systems, accounting procedures and policies of the Company.

SUBSIDIARY/ASSOCIATE/JOINT VENTURE COMPANIESThe Company does not have any subsidiaries or joint ventures or Associates as on March 31, 2017. Hence, the statement containing the salient feature of the financial statement of associate companies in Form AOC-1 is not applicable to the Company.

Further, none of the companies have ceased to be a subsidiary, joint venture or associate company during FY2017.

BUY BACK OF SECURITIESThe Company has not bought back any of its securities during the year under review.

DEPOSITSThe Company has not accepted any deposits from public and as such, no amount on account of principal or interest on public deposits was outstanding as on the date of the balance sheet.

SHARE CAPITALThe paid-up Equity Share Capital of the Company was Rs.24.90 lakhs as on March 31, 2017. During the year under review, the company has not issued any shares or any convertible instruments and there is no outstanding instrument pending conversion as on March 31, 2017.

AUDIT COMMITTEE

The Audit Committee of the Board as on March 31, 2017, comprises of:

a. Mr. Vinay Kumar Nigania, Chairmanb. Mr. Gaurav Kajaria, Memberc. Mr. Ram Krishna Saraf, Member

During the year under review, 4 meetings of Audit Committee were convened and held on May 26, 2016, August13, 2016, November 14, 2016, and February 14, 2017.

During the year under review, there has been no instance where the recommendations of the Audit Committee have not been accepted by the Board.

The terms of reference, role and scope of Audit Committee are in line with those prescribed under Section 177 of the Companies Act, 2013. The Audit Committee of the Company is entrusted with the responsibility, inter alia, to supervise the Company’s internal control and financial reporting process.

VIGIL MECHANISM/ WHISTLE BLOWER POLICYThe Company has adopted a vigil mechanism named Whistle Blower Policy for directors and employees to report genuine concerns which shall provide adequate safeguards against victimization of persons who use such mechanism. Under this policy, we encourage our employees to report any reporting of fraudulent financial or other information to the stakeholders, any conduct that results in violation of the Company’s Code of Business Conduct, to management (on an anonymous basis, if employees so desire).

Likewise, under this policy, we have prohibited discrimination, retaliation or harassment of any kind against any employees who, based on the employee’s reasonable belief that such conduct or practice have occurred or are occurring, reports that information or participates in the said investigation.

No individual in the Company has been denied access to the Audit Committee or its Chairman.

RISK MANAGEMENT POLICYThe Company has in place a Business Risk Management Framework. The risk management framework commensurate with the size of the Company’s operation and provides for, inter alia, identification of elements of risk, pro-active approach for its minimization and mitigation.

The Board has been regularly informed about risk assessment and minimization procedures. The main objective of this policy is to ensure sustainable business growth with stability.

CORPORATE SOCIAL RESPONSIBILITYThe provisions of Section 135 of the Companies Act, 2013 relating to Corporate Social Responsibility (CSR) are not applicable to the Company.

NOMINATION & REMUNERATION COMMITTEEThe Board has constituted a Nomination & Remuneration Committee of the Board comprises of:

a. Mr. Vinay Kumar Nigania, Chairmanb. Mr. Gaurav Kajaria, Memberc. Mr. Ram Krishna Saraf, Member

During the year under review, 2 meetings of the Committee were convened and held on November 14, 2016 and February 14, 2017.

The terms of reference of the Committee are as under:• The Committee shall identify persons who are qualified to become directors and who may be appointed

as Key Managerial Persons in accordance with criteria laid down, recommend the board their appointment and removal and shall carry out evaluation of every director’s performance.

• This Committee is empowered to review and recommend the Board of Directors, remuneration and commission of directors and other senior executives of the Company.

The Board has, on the recommendation of the Nomination & Remuneration Committee framed a policy for selection and appointment of Directors, Senior Management and their remuneration.

BOARD OF DIRECTORS AND KEY MANAGERIAL PERSONNELThe Board of Directors comprises of five directors out of which one is Executive, two are Non-Executive & NonIndependent, and two are Independent Directors. There is one woman directors on the Board.

The composition of the board is as follows:

Name DIN CategoryMr. Naresh Kumar Tibarewala 00166959 Whole-time Director & CFO

Liable to retirementMr. Ram Krishna Saraf 00123685 Non-executive Non-independent

Liable to retirementMrs. Ritu Tibarewala 00170943 Non-executive Non-independent/Woman

Liable to retirementMr. Gaurav Kajaria 02959521 IndependentMr. Vinay Kumar Nigania 07254967 Independent

Mr. Ram Krishna Saraf (DIN: 00123685), who retires by rotation, and being eligible, offers himself for reappointment. The resolution seeking approval of members for re-appointment of Mr. Ram Krishna Saraf has been included in the Notice of Annual General Meeting.

The Board of Directors has appointed Mr. Vinay Kumar Nigania (DIN: 07254967) and Mr. Gaurav Kajaria (DIN: 02959521) as Additional Directors (Independent) of the Company w.e.f. February 14, 2017. The Board recommends appointment of Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria as Independent Directors of the Company for approval of the shareholders at the forthcoming AGM.

Based on the declaration received from the Independent Directors, the Board of Directors is of the opinion that Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria, Independent Directors, fulfils the conditions specified in the Act and the Rules made thereunder and they are independent of the Management.

The Board of Directors has appointed Mr. Naresh Kumar Tibarewala (DIN- 00166959) as Whole-time Director & CFO of the Company w.e.f. February 14, 2017 for a term of 3 years. The Board recommends appointment of Mr. Naresh Kumar Tibarewala as Whole-time Director & CFO of the Company for approval of the shareholders at the forthcoming AGM.

During the year, the non-executive directors of the Company had no pecuniary relationship or transactions with the Company.

BOARD EVALUATIONPursuant to the provisions of the Companies Act, 2013, peer evaluation of all Board members, annual performance evaluation of its own performance, as well as the evaluation of the working of its Committees of the Board has been carried out. This evaluation is led by the Chairman of the Nomination and Remuneration Committee with specific focus on the performance and effective functioning of the Board. The evaluation process also considers the time spent by each of the Board members, core competencies, personal characteristics, accomplishment of specific responsibilities and expertise.

BOARD MEETINGDuring the year under review, 4 Board Meetings were convened and held on May 26, 2016, August 13, 2016, November 14, 2016, February 14, 2017. The intervening gap between the Meetings was within the period prescribed under the Companies Act, 2013.

SECRETARIAL AUDIT REPORT:Pursuant to the provisions of section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, M/s. Sourav Kedia & Associates, Company Secretaries, (CS Sourav Kedia, Sole Proprietor) has conducted the Secretarial Audit of the Company. The Report of the Secretarial Audit is annexed herewith as Annexure 1.

As regard to the observation contained in the Secretarial Audit Report, we state that:a. As regard to the appointment of Company Secretary, the Company has already taken initiative for

appointment of a Company Secretary and will appoint Company Secretary.

b. Regarding suspension of equity shares of the Company at the Calcutta Stock Exchange Limited (CSE) due to non-compliance with listing agreement/Listing Regulations, as applicable from time to time, the Company has submitted all the documents and the suspension has been revoked by CSE and the Company is now active on the CSE.

STATUTORY AUDITORS & AUDITORS REPORTPursuant to the provisions of Section 139 of the Companies Act, 2013, and the Rules made there under, the term of office of M/s. K. N. Gupta & Associates, Chartered Accountants, Kolkata, as the Statutory Auditors of the Company will expire from the conclusion of the ensuing Annual General Meeting of the Company.

The Board of Directors places on record its appreciation to the services rendered by M/s. K. N. Gupta & Associates, Chartered Accountants, as the Statutory Auditors of the Company.

The Board of Directors of the Company based on the recommendation of Audit Committee, propose to appointment of Ms .Swati Chetani ., Chartered Accountants ( Registration No. 302789) as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013.

Accordingly, the proposal for their appointment is included in the Notice of Annual General Meeting for the approval of members.

The Auditors’ Report does not contain any qualification, reservation or adverse remark and are self-explanatory and, therefore, do not call for any further comments.

DIRECTOR’S RESPONSIBILITY STATEMENTIn terms of Section 134 (5) of the Companies Act, 2013, the directors 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 have selected such accounting policies and applied them consistently and made judgments and estimates that were 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 have 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) The directors have prepared the annual accounts on a going concern basis.

v) The directors had laid down internal financial controls to be followed by the company and that such internal financial controls are adequate and were operating effectively.

vi) The directors had devised proper system to ensure compliance with the provisions of all applicable laws and that such system were adequate and operating effectively.

CORPORATE GOVERNANCE AND MANAGEMENT DISCUSSION & ANALYSIS REPORTSAs per the provisions of Regulation 15(2) of the Listing Regulations, the Company having paid-up equity share capital not exceeding Rs.10 crores and Net Worth not exceeding Rs.25 crores, as on the last day of the previous financial year, are exempted from the provisions of the Corporate Governance. The paid up capital of the Company as at March 31, 2017 is Rs.24.90 lakh and Net Worth is Rs.163.93 Lakhs, being less than the limit as mentioned hereinbefore. Hence, the provisions of Corporate Governance as stipulated in Listing Regulations are not applicable to the Company.

DISCLOSURE AS PER SEXUAL HARRASSMENT OF WOMEN AT WORKPLACE (PREVENTION. PROHIBITION AND REDRESSAL) ACT, 2013The Company has zero tolerance for sexual harassment at workplace and has adopted a policy on prevention, prohibition and redressal of sexual harassment at workplace in line with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 and the rules framed thereunder. During the financial year 2016-17, no complain had been received.

GREEN INITIATIVES IN CORPORATE GOVERNANCEMinistry of Corporate Affairs has permitted Companies to send copies of Annual report, Notices, etc., electronically to the email IDs of shareholders. We request the shareholders to get their email id registered either with the Company to receive the soft copies of documents and communications from the Company. In case, any shareholder would like to receive physical copies of these documents, the same shall be forwarded upon receipt of written request in this respect.

EXTRACT OF ANNUAL RETURNThe details forming part of the extract of the Annual Return in form MGT-9 is annexed herewith as Annexure 2 .

CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND FOREIGN EXCHANGE EARNING & OUTGOThe information on conservation of energy, technology absorption and foreign exchange earnings and outgo stipulated under Section 134(3)(m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014, is not applicable to the Company during the year under review.

PARTICULARS OF LOANS. GUARANTEES OR INVESTMENTSDetails of Loans, Guarantees and Investments covered the provisions of Section 186 of The Companies Act, 2013, are given in the notes to the Financial Statement.

PROVISION OF MONEY BY COMPANY FOR PURCHASE OF ITS OWN SHARES BY EMPLOYEES OR BY TRUSTEES FOR THE BENEFIT OF EMPLOYEESThe Company has not made any provision of money for purchase of its own shares by employees or by trustees for the benefit of employee as mentioned in Rule 16(4) of the Companies (Share Capital and Debentures) Rules, 2014.

PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES U/S 188(1)During the year under review, the Company has not entered into any contract or arrangement falling under ambit of Section 188 of the Companies Act, 2013. Hence, disclosure of particulars of contract or arrangement with related parties in Form AOC-2 is not applicable to the Company.

MANAGERIAL REMUNERATION AND PARTICULARS OF EMPLOYEESThe particulars of Managerial remuneration as stated in section 197 of the Companies Act, 2013 read with rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014 is annexed herewith is forming part of the Board’s Report as Annexure 3 .

The Company has not employed any individual whose remuneration falls within the purview of the limits prescribed under the provisions of section 197 of the Companies Act, 2013 read with rules 5(2) of the Companies (Appointment and Remuneration of Managerial Personnel) Amendment Rules, 2016, as amended.

HUMAN RESOURCESThe Company has always provided a congenial atmosphere for work to all sections of society. It has provided equal opportunities of employment to all irrespective to their caste, religion, color, marital status and sex. The Company believes that human capital of the Company is its most valuable assets and its human resource policies are aligned towards this objective of the Company.

The relation amongst its employees remained harmonious and the year under review remained free from any labor unrest.

ACKNOWLEDGEMENTSYour Directors take this opportunity to thank the Regulatory and Government Authorities, Bankers, Business Associates, Shareholders and the Customers of the Company for their continued support to the Company. The Directors express their deep sense of appreciation towards all the employees and staff of the Company and wish the management all the best for achieving greater heights in the future.

For N R Textile Industries Ltd

Registered Office12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001

May 30, 2017 Sd/-Ritu Tibarewala Director(DIN- 00170943)

Sd/-Naresh Kumar Tibarewala Director(DIN - 00166959)

Annexure - 1

Form No. MR-3SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31 ST MARCH, 2017

[Pursuant to section 204(1) of the Companies Act, 2013 and rule 9 of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014]

To,The MembersN R TEXTILE INDUSTRIES LTDCIN - L17323WB1984PLC037240 12A, Netaji Subhas Road,2nd Floor,Kolkata- 700 001

I have conducted the Secretarial Audit of the compliance of applicable statutory provisions and the adherence to good corporate practices by N R Textile Industries Limited (hereinafter referred as ‘the Company’). Secretarial Audit was conducted in a manner that provided me a reasonable basis for evaluating the corporate conducts/statutory compliances and expressing my opinion thereon.

Based on my verification of the Company's 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, I hereby report that in my opinion, the Company has, during the audit period covering the financial year ended on 31 March 2017 (‘Audit Period’) complied with the statutory provisions listed hereunder and also that the Company has proper Board-processes and compliance- mechanism in place to the extent, in the manner and subject to the reporting made hereinafter:

I have examined the books, papers, minute books, forms and returns filed and other records maintained by the Company for the financial year ended on 31 March 2017, according to the provisions of:

(i) The Companies Act, 1956, as applicable, and 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 - The Company had not entered into any agreement with any of the Depositories and the 100% of the capital is held in physical form.

(iv) Foreign Exchange Management Act, 1999, and the rules and regulations made thereunder to the extent of Foreign Direct Investment, Overseas Direct Investment and External Commercial Borrowings - Not applicable to the Company during the Audit Period;

(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, 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and Disclosure Requirements) Regulations, 2009 (SEBI (ICDR) Regulations, 2009);- Not Applicable to the Company during the Audit Period

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme and Employee Stock Purchase Scheme) Guidelines, 1999 and The Securities and Exchange Board of India (Share Based Employee Benefits) Regulations, 2014 notified on 28 October 2014 - Not applicable to the Company during the Audit Period;

(e) The Securities and Exchange Board of India (Issue and Listing of Debt Securities) Regulations, 2008- Not applicable to the Company during the Audit Period;

(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 - Not applicable to the Company during the Audit Period; and

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations, 1998 - Not applicable to the Company during the Audit Period.

(i) The Securities and Exchange Board of India (Listing Obligations and Disclosures Requirements) Regulations, 2015 (herewith referred as Listing Regulations).

I have also examined compliance with the applicable clauses of the following:

(i) Secretarial Standards issued by The Institute of Company Secretaries of India; and

(ii) The Listing Agreements entered into by the Company with the Calcutta Stock Exchange Limited.

I have relied on the representation made by the Company and its Officers for systems and mechanism formed by the Company for compliances under other applicable Acts, Laws and Regulations to the Company.

During the period under review the Company has complied with the provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above except to the extent as mentioned herein below:

1. The Company has not appointed Company Secretary as required under Section 203 o f the Companies Act, 2013 read with Rule 8 o f the Companies (Appointment & Remuneration o f Managerial Personnel) Rules, 2013; and

2. During the year under review, the equity shares o f the Company were under suspension due to noncompliance with erstwhile Listing Agreement and Listing Regulations, as applicable from time to time.

I further report that:

• The Board of Directors of the Company is duly constituted with proper balance of Executive Directors, NonExecutive Directors and Independent Directors. The changes in the composition of the Board of Directors that took place during the period under review were carried out in compliance with the provisions of the Act.

• Adequate notice is given to all directors to schedule the Board Meetings, agenda and 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.

• All decisions at Board Meetings and Committee Meetings are carried out with requisite majority.

I 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.

SD/-CS Sourav KediaACS No. 40951 C P No: 15259

Place: Kolkata Date: May 30, 2017

Note: This report is to be read with our letter of even date which is annexed as Annexure A and forms an integral part of this report.

‘ANNEXURE A’

To,The MembersN R TEXTILE INDUSTRIES LTDCIN - L17323WB1984PLC03724012A, Netaji Subhas Road,2nd Floor,Kolkata- 700 001

My 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. My responsibility is to express an opinion on these secretarial records based on our audit.

2. I 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. I believe that the processes and practices, I followed provide a reasonable basis for our opinion.

3. I 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.

SD/-CS Sourav KediaACS No. 40951 C P No: 15259

Place: Kolkata Date: May 30, 2017

Annexure - 2

Form No. MGT-9EXTRACT OF ANNUAL RETURN

As on the Financial Year ended on 31st March, 2015

[Pursuant to Section 92(3) o f the Companies Act, 2013 and rule 12(1) of the Companies (Management andAdministration) Rules, 2014]

I. REGISTRATION AND OTHER DETAILS:

i) CIN L17323WB1984PLC037240ii) Registration Date 02/03/1984iii) Name of the Company N R Textile Industries Ltdiv) Category / Sub-Category of the Company Company limited by shares / Non Government Companyv) Address of the Registered Office and contact details 12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001

vi) Whether listed company Yesvii) Name, Address and contact details of Registrar & Transfer Agents (RTA), if any None

II. PRINCIPAL BUSINESS ACTIVITIES OF THE COM PANY

All the business activities contributing 10 % or more o f the total turnover o f the company shall be stated:

Sl. No. Name and Description o f main products /services

NIC Code of the Product / service

% to total turnover of the company

NA - -

III. PARTICULARS OF HOLDING, SUBSIDIARY AND ASSOCIATE COMPANIES: NIL

Sl. No. Name and address o f the company CIN/GLN Holding/Subsidiary/Associate

% ofSharesHeld

ApplicableSection

N A

IV. SHARE HOLDING PATTERN (Equity Share Capital Breakup as percentage o f Total Equity)

(i) Category-wise Share Holding

Category of Shareholders

No. o f Shares held at the beginning o f the year No. o f Shares held at the end o f the year %

Changeduring

theyear

Demat Physical Total % of Total

Shares


Shares

A. Promoters

(1) Indian

(a) Individual/HUF - 26,700 26,700 10.72% - 26,700 26,700 10.72% -

(b) Central Govt - - - - - - - - -

(c) State Govt (s) - - - - - - - - -

(d) Bodies Corp. - - - - - - - - -

(e) Banks / FI - - - - - - - - -

(f) Any Other - - - - - - - - -

Sub-total (A) (1):- - 26,700 26,700 10.72% - 26,700 26,700 10.72% -

(2) Foreign

(a) NRIs - Individuals - - - - - - - - -

(b) Other - Individuals - - - - - - - - -

(c) Bodies Corp. - - - - - - - - -

Category of Shareholders

No. o f Shares held at the beginning o f the year No. o f Shares held at the end o f the year %

Changeduring

theyear


Shares


Shares

(d) Banks / FI - - - - - - - - -

(e) Any Other - - - - - - - - -Sub-total (A) (2):-Total shareholding of Promoter (A) =(A)(1)+(A)(2)

- 26,700 26,700 10.72% - 26,700 26,700 10.72% -

B. Public Shareholding

(a) Mutual Funds - - - - - - - - -

(b) Banks / FI - - - - - - - - -

(c) Central Govt - - - - - - - - -

(d) State Govt(s) - - - - - - - - -(e) Venture Capital Funds - - - - - - - - -

(f) Insurance Companies - - - - - - - - -

(g) FIIs - - - - - - - - -(h) Foreign Venture Capital Funds - - - - - - - - -

(i) Others (specify) - - - - - - - - -

Sub-total (B)(1):- - - - - - - - - -

2. Non-Institutions

(a) Bodies Corp. - 23,950 23,950 9.62 % - 23,950 23,950 9.62 % -

(i) Indian - - - - - - - - -

(ii) Overseas - - - - - - - - -

(b) Individuals(i) Individual shareholders holding nominal share capital upto Rs. 1 lakh

- 1,98,350 1,98,350 79.66% - 1,98,350 1,98,350 79.66% -

(ii)Individual Shareholders holding nominal share capital in excess o f Rs. 1 lakh

- - - - - - - - -

(c) Others (specify) - - - - - - - - -

SUB TOTAL (B)(2): - 2,22,300 2,22,300 89.28% - 2,22,300 2,22,300 89.28% -

Sub-total (B)(2):- Total Public Shareholding (B)=(B)(1)+(B)(2)

- 2,22,300 2,22,300 89.28% - 2,22,300 2,22,300 89.28% -

C. Shares held by Custodian for GDRs & ADRs

- - - - - - - - -

Grand Total(A+B+C) - 2,49,000 2,49,000 100.00 - 2,49,000 2,49,000 100.00 -

(ii) Shareholding o f Promoters

SlNo.

Shareholder’sName

Shareholding at the beginning of the year

Shareholding at the end o f the Year

% change In share holding during

the year

No. o f Shares

% of total

Shares o f the

company

% of Shares Pledged /

encumbered to total shares

No. o f Shares

% of total

Shares o f the

company

% o f Shares Pledged /


1 Lalit Kumar Rungta 10,100 4.06 - 10,100 4.06 - -2 Naresh Kumar Tibarewala 6,100 2.45 - 6,100 2.45 - -3 Binod Kumar Tibarewala 100 0.04 - 100 0.04 - -4 Raghav Tibarewala 300 0.12 - 300 0.12 - -

SlNo.

Shareholder’sName


Shareholding at the end o f the Year

% change In share

No. o f Shares

% of total

Shares o f the

company

% of Shares Pledged /


No. o f Shares

% of total

Shares o f the

company

% o f Shares Pledged /


holding during

the year

5 N. K. Tibarewala Huf 10,100 4.06 - 10,100 4.06 - -Total 26,700 10.72% - 26,700 10.72% - -

iii) Change in Promoters’ Shareholding:

Sl.No.

Name O f Shareholders Shareholding at the beginning of the year

Date Reason Reason Increase/Decrease In

Cumulative Shareholding during the year

No. o f shares

% o f total shares of

the company

No. o f shares

% of total

shares of the

company

No. o f shares


the company

1 No Change during the year

(iv) Shareholding Pattern of top ten Shareholders (other than Directors, Promoters and Holders o f GDRs and ADRs):

Sl.No.

Name O f Shareholders Shareholding at the beginning of the year

Date Reason Reason Increase/Decrease In


No. o f shares

% of total

shares o f the

company

No. o f shares

% of total

shares o f the

company

No. o f shares


the company

1 Elico Promoters (P) Limited 23900 9.60% - - - - 23900 9.60%2 Mukul Ranjan Bose 12400 4.98% - -- - - 12400 4.98%3 Dipali Ghosh 12350 4.96% - - - - 12350 4.96%4 Kripa Shankar Shukla 12350 4.96% - - - - 12350 4.96%5 Soumya Banerjee 12350 4.96% - - - - 12350 4.96%6 Ambar Ghosh 12300 4.94% - - - - 12300 4.94%7 Mrinal Chakraborty 12250 4.92% - - - - 12250 4.92%8 Archana Bose 12200 4.90% - - - - 12200 4.90%9 Partha Banerjee 12100 4.86% - - - - 12100 4.86%10 Robindra Nath Das 12050 4.84% - - - - 12050 4.84%

(v) Shareholding o f Directors and Key M anagerial Personnel:

Sl.No.

Name o f Shareholder For Each of the Directors

and KMP


Date Reason Reason Increase/Decrease in


No. o f shares

% of total

shares o f the

company

No. o f shares

% o f total shares o f

the company

No. o f shares

% o f total shares o f

the company

1 Mr. Naresh Kumar Tibarewala

6,100 2.45 - - - - 6,100 2.45

2 Mr. Ram Krishna Saraf - - - - - - - -3 Mrs. Ritu Tibarewala - - - - - - - -4 Mr. Gaurav Kajaria - - - -5 Mr. Vinay Kumar Nigania - - - - - - - -

Total 6100 2.45% - - - - 6100 2.45%

V. INDEBTEDNESS

Indebtedness o f the Company including interest outstanding/accrued but not due for payment(Rs. In Lacs)

S ecu red L o a n s ex c lu d in g d ep osits

U n se cu redL o an s

D ep o s itsT o ta l

In d eb ted n ess

In d eb tn ess at th e b eg in n in g o f th e fin a n c ia l y e a r

i) Principal Amount Principal Amount - - - -ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -T o ta l (i+ ii+ iii) - - - -C h a n g e in In d eb ted n ess d u r in g th e fin a n c ia ly e a rAdditions - - - -Reduction - - - -N e t C h a n g e - - - -In d eb ted n ess a t th e en d o f th e fin a n c ia l y e a r

i) Principal Amount - - - -ii) Interest due but not paid - - - -iii) Interest accrued but not due - - - -T o ta l (i+ ii+ iii) - - - -

VI. REM UNERATION OF DIRECTORS AND KEY M ANAGERIAL PERSONNEL

A. Remuneration to M anaging Director, W hole-time Directors and/or Manager:

Sl.No. Particulars o f Remuneration

Mr. Naresh Kumar Tibarewala

W TD & CFO

Total Amount (Rs. in Lakhs)

1. Gross salary

(a) Salary as per provisions contained in section 17(1) o f the Income-tax Act, 1961

- -

(b) Value o f perquisites u/s 17(2) Income-tax Act, 1961 - -

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

2. Stock Option - -3. Sweat Equity - -4. Commission

- as % o f profit- others, specify...

- -

5. Others, please specify - -Total (A) - -Ceiling as per the Act -

Note: No remuneration has been paid to the Whole time Director & CFO during the year under review.

B. Rem uneration to other directors:

Sl.No. Particulars o f Remuneration Name o f Directors Total Amount

(Rs. in Lakhs)1. Independent Directors Mr. Gaurav Kajaria Mr. Vinay Kumar Nigania

• Fee for attending board / committeemeetings -

• Commission -• Others, please specify -Total (1)

2. Other Non-Executive Directors Mr. Ram Krishna Saraf Mrs. Ritu Tibarewa

• Fee for attending board /committee - -meetings - -

• Commission - -• Others, please specifyTotal (2) - - -Total (B)=(1+2) - - -Total Managerial Remuneration - - -Overall Ceiling as per the Act - - -

Note - N o remuneration either by way o f salary, commission or sitting fees has been paid to any o f the Independent Directors and Non-Executive Directors o f the Company during the year under review.

C. Remuneration to Key Managerial Personnel other than MD/Manager/ WTDSl. No. Particulars o f Remuneration Key M anagerial Personnel

Mr. Naresh Kumar Tibarewala

W TD & CEOCompany Secretary

Total Amount (Rs. in Lakhs)

1 Gross salary(a) Salary as per provisions contained in section 17(1) o f the Income-tax Act, 1961 - - -

(b) Value o f perquisites u/s 17(2) Income-tax Act, 1961 - - -

(c) Profits in lieu o f salaryunder section 17(3) Income-tax Act, 1961

2 Stock Option - - -3 Sweat Equity - - -4 Commission

- as % o f profit- others, specify...

- - -

5 Others, please specify - - -Total - -

Note: The Company has not paid any remuneration to WTD & CFO, and that the Company has not appointed Company Secretary during the year under review.

VII. PENALTIES / PUNISHM ENT/ COM POUNDING OF OFFENCES: NIL


Registered Office12A, Netaji Subhas Road, 2nd Floor,Kolkata- 700 001

May 30, 2017


Sd/-Ritu Tibarewala Director(DIN- 00170943)

Annexure- 3

Particulars of Managerial remuneration as stated in section 197 of the Companies Act, 2013 read with Rules 5(1) of the Companies (Appointment and Remuneration of Managerial personnel) Rules, 2014

I. Ratio of Remuneration of each director to the median remuneration of the employees of the company for the financial year

No remuneration has been paid to any of the Directors of the Company during the year under review and that none of the employees have served the Company for a complete financial year. Accordingly, ratio is not ascertainable.

II. The percentage increase in the remuneration of each Director, Chief Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the financial year.

The Company has not paid any remuneration to the Executive Director & Chief Financial Officer of the Company and that the Company has not appointed Company Secretary during the financial year under review. Accordingly, percentage increase is not ascertainable/applicable.

III. The percentage increase in the median remuneration of the employees in the financial year

There is no increase in remuneration of any of the employees of the Company during the year under review.

IV. The number of permanent employees on the rolls of the company

As on March 31, 2017, there are 4 ( Four ) employees on the roll of the Company.

V. The explanation on the relationship between average increase in remuneration and companyperformance

Not applicable - No remuneration has been paid to any of the Directors of the Company during the year under review and that there has been no increase in remuneration of any of the employees.

VI. Comparison of the remuneration of the Key Managerial Personnel against the performance of thecompany

Not applicable as the Company has not paid any remuneration to any of the Key Managerial Personnel (KMP) during the year under review.

VII. Variations in :A. The market capitalization of the Company, price earnings ratio as at the closing date of the current

financial year and previous financial year

Particulars March 31, 2017 March 31, 2016 % Change

MarketCapitalization

Not ascertainable as there is no trade in the shares of the Company at Calcutta Stock Exchange Limited during past several years.

Not ascertainable as there is no trade in the shares of the Company at Calcutta Stock Exchange Limited during past several years.

NA

Price Earnings Ratio

NA

B. Percentage increase over decrease in the market quotations of the shares of the company in comparison to the rate at which the Company came out with the last public offer

Particulars March 31, 2017 (IPO) % ChangeMarket Price Not ascertainable as there is

no trade in the shares of the Company at Calcutta Stock Exchange Limited during past several years.

The Company has not made any Public Issue or Rights issue of securities since listing in 10/08/1985 and the current market price is not available. Hence, no comparison have not been made.

NA

VIII. Average percentage increase already made in the salaries of employees other than the managerial personnel in the last financial year and its comparison with the percentage increase in the managerial remuneration and justification thereof.

There was no increase in the salaries of employees and KMPs. Therefore, its comparison with the percentage increase in the managerial remuneration is not ascertainable.

IX. Comparison of the each remuneration of the Key Managerial Personnel against the performance of the company.

Not applicable as the Company has not paid any remuneration to the KMPs.

X. The key parameters for any variable component of remuneration availed by the directors.

No remuneration is paid to any of the Directors of the Company during the year under review.

XI. The ratio of the remuneration of the highest paid director to that of the employees who are not directors but receive remuneration in excess of the highest paid director during the year.

No remuneration is paid to any of the Directors of the Company during the year under review. Hence, the same is not ascertainable.

XII. Affirmation that the remuneration is as per the remuneration policy of the company.

At present, no remuneration is paid to any of the Directors of the Company. However, the Board of Directors hereby affirms that the remuneration, if any paid in future, to any of the directors, KMPs shall be in accordance with the Nomination and Remuneration Policy of the Company.


Registered Office12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001

May 30, 2017

Sd/-Ritu Tibarewala Director(DIN- 00170943)


X . M Cjivpta & ^AssociatesChartered Accountants

Independent Auditor's Report

To the Members of

N. R. TEXTILE INDUSTRIES LIMITED

Report on the Financial Statements

We have audited the accompanying standalone financia l sta tem ents o f N. R. TEXTILE INDUSTRIES LIMITED ( 'the Com pany'), which comprise the balance sheet as at 31 March 2017, the sta tem ent o f p ro fit and loss and the cash flow sta tem ent fo r the year then ended, and a sum m ary o f s ign ificant accounting policies and o ther explanatory inform ation.

Management's Responsibility for the Financial Statements

The Company's Board o f D irectors is responsible fo r the m atters stated in Section 134(5) of the Companies Act, 2013 ("the Act") w ith respect to the preparation and presentation of these standalone financial sta tem ents tha t give a true and fa ir view o f the financial position, financial perform ance and cash flows o f the Company in accordance w ith the accounting principles generally accepted in Ind ia , including the Accounting Standards specified under Section 133 of the Act, read w ith Rule 7 o f the Companies (Accounts) Rules, 2014, This responsib ility also includes m aintenance o f adequate accounting records in accordance w ith the provisions o f the Act fo r safeguarding the assets of the Company and fo r preventing and detecting frauds and o the r irregu la rities ; selection and application of appropria te accounting policies; making judgm en ts and estim ates th a t are reasonable and prudent; and design, im p lem enta tion and m aintenance o f adequate interna! financial contro ls, th a t were operating e ffective ly fo r ensuring the accuracy and completeness o f the accounting records, re levant to the preparation and presentation of the financial sta tem ents th a t give a true and fa ir view and are free from m ateria l m isstatem ent, w hether due to fraud or error.

Auditor's Responsibility

Our responsibility is to express an opinion on these financia l sta tem ents based on our audit.

We have taken into account the provisions of the Act, the accounting and auditing standards and m atters which are required to be included in the aud it report under the provisions o f the Act and the Rules made thereunder.

We conducted our aud it in accordance w ith the Standards on Auditing specified under Section 143(10) o f the Act. Those Standards require tha t we com ply w ith ethical requirem ents and plan and perform the aud it to obtain reasonable assurance about whether the financial sta tem ents are free from m ateria l m isstatem ent.

An audit involves perform ing procedures to obtain aud it evidence about the am ounts and the disclosures in the financial s ta tem ents. The procedures selected depend on the auditor's judgm ent, including the assessment o f the risks o f m ateria l m issta tem ent o f the

414, Bentinck Chambers, 37A, Bentinck Street, 4th Floor, Kolkata - 700 069 Phone: 2248-8608 /4001-2196

E-mail : guptakn [email protected] / [email protected]



In making those risk assessments, the aud ito r considers internal financial control relevant to the Company's preparation o f the financial sta tem ents th a t give a true and fa ir view in order to design aud it procedures th a t are appropria te in the circumstances. An audit also includes evaluating the appropria teness of the accounting policies used and the reasonableness of the accounting estim ates made by the Com pany's D irectors, as well as evaluating the overall presentation of the financial s ta tem ents.

We believe th a t the aud it evidence obtained by us and the audit evidence obtained by the branch auditors and o the r auditors in te rm s of the ir reports referred to in the o ther Matters Paragraph below, is su ffic ien t and appropria te to provide a basis fo r our audit opinion on the financial s ta tem ents.

Opinion

In our opinion and to the best of our in form ation and according to the explanations given to us, the aforesaid financia l sta tem ents give the in form ation required by the Act in the m anner so required and give a true and fa ir view in con fo rm ity w ith the accounting principles genera lly accepted in Ind ia :

a) In the case of Balance Sheet, of the state of affa irs of the Company as at 31st March, 2017.

b) In the case of S ta tem ent o f Profit and Loss, of the PROFIT fo r the year ended on th a t date: and ‘

c) In the case of the Cash Flow S tatem ent, o f the Cash Flows fo r the year ended on th a t date.

Report on Other Legal and Regulatory Requirements

1. As required by the Companies (A ud itor's Report) Order, 2016 ("the O rder") issued bythe Central G overnm ent of India in te rm s of sub-section (11) of section 143 o f theAct, we give in the Annexure A, a s ta tem ent on the m atte rs specified in theparagraph 3 and 4 o f the order.

2, As required by Section 143 (3 ) o f the Act, we report tha t;

i. we have sought and obtained all the in form ation and explanations which to thebest of our knowledge and be lie f were necessary fo r the purposes o f our audit.

ii. in our opinion proper books of account as required by law have been kept by the Company so fa r as it appears from our exam ination o f those books;

iii. the balance sheet, the s ta tem ent of p ro fit and loss and the cash flow sta tem ent dealt w ith by th is Report are in agreem ent w ith the books of account;

iv. in our opinion, the aforesaid financial sta tem ents com ply w ith the Accounting Standards specified under Section 133 o f the Act, read w ith Rule 7 o f the Companies (Accounts) Rules, 2014;

v. on the basis o f the w ritten representa tions received from the d irectors as on 31 March 2017 taken on record by the Board o f D irectors, none o f the d irectors is disqualified as on 31 March 2017 from being appointed as a d irec to r in term s of Section 164 (2 ) of the Act;

vi. w ith respect to the adequacy o f the internal financial contro ls over financial reporting o f the Company and the operating effectiveness o f such contro ls, refer to our separate report in"Annexure B"; and ___

vii. w ith respect to the o the r m atters to be included in the Auditor's Report in accordance w ith Rule 11 o f the Companies (Aud it and Auditors) Rules, 2014, in our opinion and to the best o f our in form ation and according to the explanations given to us:

i. The Company does not have any pending litiga tions which would im pact its financial position.

ii. The Company did not have any long-term contracts including derivatives contracts fo r which there were any m ateria l foreseeable losses.

iii. There has been no delay in transfe rring am ounts, required to be transfe rred , to the Investo r Education and Protection Fund by the Company.

iv. The Company has provided requisite disclosures in the financial statem ents as regards its holding and dealings in Specified Bank Notes as defined in the N otification S.O. 3407(E) dated the 8th November, 2016 of the M inistry o f Finance, during the period from 8th November, 2016 to 30th December, 2016; and such disclosures are in accordance w ith the books o f accounts m ainta ined by the Company. Refer Note: 21 (e)

For K N GUPTA & ASSOCIATES

Chartered Accountants

Firm Registration No. 314038E

Place: Kolkata

Dated: 30th May, 2017 (CA SANIYA GUPTA)

Partner

Membership No.306946

i

The Annexure referred to in Independent Aud ito rs ' Report to the m em bers o f theCompany on the financial sta tem ents fo r the year ended 31 March 2017, we report tha t:

(i) (a) The Company has m ainta ined proper records showing fu ll particu lars, includingquan tita tive deta ils and s ituation of fixed assets

(b) The Company has a regu la r program m e o f physical verifica tion o f its fixed assets by which fixed assets are verified in a phased m anner over a Fixed period. In accordance w ith th is program m e, certain fixed assets were verified during the year and no m ateria l discrepancies were noticed on such verifica tion . In our opinion, th is period ic ity o f physical verifica tion is reasonable having regard to the size o f the Company and the nature o f its assets.

(c) The Company does not hold any im m ovable properties. Thus, paragraph 3 ( i) (c ) is not applicable to the company.

(ii) (a) The physical verifica tions o f inventory have been conducted at reasonablein te rva ls by the m anagem ent.

(b) The procedures o f physical verifica tion o f inven tory fo llowed by the m anagem ent are reasonable and adequate in relation to the size o f the Company and the nature o f its business.

(c) On the basis o f our exam ination o f the inventory records, in our opinion, the Com pany is m ainta in ing proper records of Inven to ry . The discrepancies noticed on such physical verifica tion as compared to book records, which were not m ateria l, have been properly dea lt w ith in the books o f account.

( iii) The Company has not granted loans toany bodies corporate covered in thereg iste r m ainta ined under section 189 o f the Companies Act, 2013 ('the Act').

(iv ) In our opinion and according to the in form ation and explanations given to us,the Company has complied w ith the provisions o f section 185 and 186 of the Act, w ith respect to the loans and investm ents made.

(v) The Company has not accepted any deposits from the public.

(v i) The Central G overnm ent has not prescribed the m aintenance o f cost recordsunder section 148(1) o f the Act, fo r any o f the services rendered by the Company.

(v ii) (a) According to the in form ation and explanations given to us and on the basis o f our exam ination o f the records o f the Company, am ounts deducted/ accrued in the books o f account in respect of undisputed s ta tu to ry dues including provident fund, incom e-tax, sales tax, value added tax, du ty o f customs, service tax, cess and o the r m ateria l s ta tu to ry dues have been regularly deposited during the year by the Company w ith the appropria te authorities. As explained to us, the Company did not have any dues on account of em ployees' sta te insurance and du ty of excise.

According to the in form ation and explanations given to us, no undisputed am ounts payable in respect of p rovident fund, income tax, saies tax, value added tax, du ty o f custom s, service tax , cess and o the r m ateria l s ta tu to ry dues were in arrears as a t 31 March 2017 fo r a period of more than six m onths from the date they became payable.

(b) According to the in form ation and explanations given to us and the records o f the Com pany exam ined by us, there are no dues as at 31st March, 2017 which have not been deposited on account o f d ispute.

Annexure - A to the Auditors' Report

(v iii)

(ix)

(x)

(xi)

(x ii)

(x iii)

(x iv )

(X V )

(xv i)

The Company does not have any loans or borrow ings from any financial ins titu tion , banks, governm ent or debenture holders during the year. Accordingly, paragraph 3 (v iii) o f the Order is not applicable.

The Company did not raise any money by way o f in itia l public o ffe r or fu rthe r public o ffe r (includ ing debt instrum ents) and term loans during the year. Accordingly, paragraph 3 (ix ) o f the O rder is no t applicable.

According to the in form ation and explanations given to us, no m ateria l fraud by the Company or on the Company by its officers or employees has been noticed or reported during the course o f our audit.

According to the in form ation and explanations give to us and based on our exam ination o f the records of the Company, the Company has not pa id /provided fo r m anageria l rem uneration .

In our opinion and according to the in form ation and explanations given to us, the Company is not a nidhi company. Accordingly, paragraph 3 (x ii) o f the Order is not applicable.

According to the in fo rm ation and explanations given to us and based on our exam ination o f the records of the Company, transactions w ith the related parties are in com pliance w ith sections 177 and 188 o f the Act where applicable and deta ils o f such transactions have been disclosed in the financial s ta tem ents as required by the applicable accounting standards.

According to the in form ation and explanations give to us and based on our exam ination of the records o f the Company, the Company has not made any pre ferentia l a llo tm en t or private placem ent o f shares or fu lly or partly convertib le debentures during the year.

According to the in fo rm ation and explanations given to us and based on our exam ination o f the records o f the Company, the Company has not entered into non-cash transactions w ith d irectors or persons connected w ith him. Accordingly, paragraph 3 (xv) of the Order is not applicable.

The Company is not required to be registered under section 45 -IA of the Reserve Bank o f India Act 1934.




Dated: 30th May, 2017

Place: Kolkata

(CA SANIYA GUPTA)

Partner


Report on the Internal Financial Controls under Clause (i) of Sub-section 3 of Section 143 of the Companies Act, 2013 ("the Act")

Annexure - B to the Auditors' Report

We have audited the interna l financial controls over financial reporting o f N. R. TEXTILE INDUSTRIES LIMITED ("the Com pany") as o f 31 March 2017 in conjunction w ith our audit o f the financial sta tem ents o f the Company fo r the year ended as on th a t date.

Management's Responsibility for Internal Financial Controls

The Company's m anagem ent is responsible fo r establishing and m ain ta in ing internal financial controls based on the interna l control over financial reporting criteria established by the Company considering the essential com ponents o f in ternal control stated in the Guidance Note on Aud it o f In te rna l Financial Controls over Financial Reporting issued by the In s titu te of Chartered Accountants of India ( 'IC A I'). These responsibilities include the design, im plem enta tion and m aintenance o f adequate internal financial contro ls th a t were operating effective ly fo r ensuring the orderly and effic ient conduct of its business, including adherence to com pany's policies, the safeguarding of its assets, the prevention and detection o f frauds and errors, the accuracy and com pleteness o f the accounting records, and the tim e ly preparation of reliable financial in form ation, as required under the Companies Act, 2013.

Auditors' Responsibility

Our responsib ility is to express an opinion on the Company's interna l financia l controls over financia l reporting based on our audit. We conducted our aud it in accordance w ith the Guidance Note on A udit o f In terna! Financial Controls over Financial Reporting (the "Guidance Note") and the Standards on Auditing, issued by ICAI and deemed to be prescribed under section 143(10) of the Companies Act, 2013, to the ex ten t applicable to an aud it of in terna l financial contro ls, both applicable to an aud it o f In te rna l Financial Controls and, both issued by the In s titu te o f Chartered Accountants of Ind ia . Those Standards and the Guidance Note require tha t we com ply w ith ethical requirem ents and plan and perform the aud it to obtain reasonable assurance about w hether adequate internal financial contro ls over financial reporting was established and m aintained and if such contro ls operated effective ly in all m ateria l respects.

Our aud it involves perform ing procedures to obta in aud it evidence about the adequacy o f the internal financia l contro ls system over financial reporting and th e ir operating effectiveness. Our aud it o f in terna l financial contro ls over financial reporting included obtaining an understanding o f in ternal financial contro ls over financia l reporting, assessing the risk th a t a m ateria l weakness exists, and testing and evaluating the design and operating effectiveness o f in ternai contro l based on the assessed risk. The procedures selected depend on the aud ito r's judgm en t, including the assessment o f the risks o f m ateria l m issta tem ent o f the financia l s ta tem ents, w hether due to fraud or error.

We believe th a t the aud it evidence we have obtained is su ffic ien t and appropria te to provide a basis fo r our aud it opinion on the Company's internal financial contro ls system over financial reporting .

Meaning of Internal Financial Controls over Financial Reporting

A com pany's in ternal financia l contro l over financial reporting is a process designed to provide reasonable assurance regarding the re liab ility of financial reporting and the preparation of financial sta tem ents fo r externa l purposes in accordance w ith generally accepted accounting principles. A com pany's in terna l financial contro l over financial

reporting includes those policies and procedures tha t(1) pertain to the m aintenance o f records tha t, in reasonable deta il, accurate ly and fa irly reflect the transactions and dispositions o f the assets of the com pany; (2) provide reasonable assurance th a t transactions are recorded as necessary to pe rm it preparation of financial sta tem ents in accordance w ith generally accepted accounting principles, and tha t receipts and expenditures o f the company are being made only in accordance w ith authorisations o f m anagem ent and d irectors o f the com pany; and (3) provide reasonable assurance regarding prevention or tim e ly detection o f unauthorised acquisition, use, or disposition o f the com pany's assets th a t could have a m ateria l e ffect on the financial statem ents.

Inherent Limitations of Internal Financial Controls Over Financial Reporting

Because of the inheren t lim ita tions of in terna l financial contro ls over financial reporting , including the possib ility o f collusion or im proper m anagem ent override of controls, materia l m issta tem ents due to e rro r or fraud may occur and not be detected. Also, pro jections o f any evaluation o f the in terna l financial contro ls over financial reporting to fu tu re periods are sub ject to the risk th a t the internal financia l contro l over financial reporting m ay become inadequate because o f changes in conditions, or th a t the degree o f compliance w ith the policies or procedures may deteriorate .

Opinion

In our opin ion, the Company has, in all m ateria l respects, an adequate internal financial controls system over financia l reporting and such internal financial contro ls over financial reporting were operating e ffective ly as a t 31 March 2017, based on the internal control over financial reporting crite ria established by the Company considering the essential com ponents of in terna l contro l stated in the Guidance Note on A udit o f In te rna l Financial Controls Over Financial Reporting issued by the In s titu te o f Chartered Accountants of India.




Place: Kolkata

Dated: 30th May, 2017


21 NOTES ON ACCOUNTSa)

b)

c)

In the opinion of the board of Directors of the Company the value on realization of current assets, loans & advances in the ordinary course of business will not be less than the amount at which they are stated in the accounts and provisions for all known liabilities are adequate and not in excess of the amount reasonably required.There is no contingent liability as informed by the management.Auditors Remuneration Year Ended(Excluding Service Tax & Education Cess)

For Statutory Audit

Year Ended31.03.2017 31.03.2016

Rupees Rupees11,000 11,000

11,000 11,000In compliance with the accounting standard for taxes in income (AS -22) issued by the Institute of Chartered Accountants of India the Company has calculated Deferred Tax Asset of Rs. 2895/-.

d)

AB

Composition of deferred tax Assets /Liabilities RupeesNet Deferred tax liability(Opening)Tax effect of current year difference in depreciation as per Income Tax Act, and as per companies Act_____________________________________Net Deferred tax liabilities____________________________________________________________________Related Party Disclosure as required under Accounting Standard on ''Related Party Disclosure" as notified by the Central Government under the Companies "Accounting Standards" Rules 2006(i) Name of Related Parties and their relationships Key Managerial Personnel

Rajesh Kumar Tibrewala ( Director)Rajesh Kumar Tibrewala ( Partner)- Tibco Enterprises

(ii) The follow ing transactions were carried out with related parties in the ordinary course of business:

41186

(2895)3 8 2 9 1

Description Current Year Previous Year

Opening Balance - ..Loans Given -Interest Received - -Loans Re-paid - -Closing Balances at Year end _ _

During the y e a r , the Company had specified bank notes or other denomination notes as defined in the MCA notification G.S.R. 308(E) dated March 31, 2017on the details of Specified Bank Notes (SBN) held and transacted during the period from November 8, 2016 to December 30, 2016, the denomination wise SBNs and

P articu la rs SBNs*Other

Denominatio Total

Closing Cash in hand as on November 8, 2016 190,000 562,158 752,158

Add: Permitted Receipts - 97,000 97,000

Less: Permitted Payments - 84,219 84,219Less: Amount deposited into bank 190,000 - 190,000C los ing Cash in hand as on D ecem ber 30,2016 _ 574,939 574,939*For the purpose of this clause the term "Specified Bank Notes" shall have the same meaning provided in the notification of the Government of India, in the Ministry of Finance, Department of Economic Affairs number S.0.3407 (E) dated the 8th, November 2016.

f) The Figures of Previous year have been recast and regrouped wherever necessary.g) The figures have been rounded off to the nearest rupees. por p TEXTILE INDUS I R|r S * T!

As per our report of even date F a r N. p. TEXTILE INDUSTRIES LTD-For K. N. GUPTA & ASSO CIATES


r\. I lLA I ILC liNUUO


CA S A N IY A 'G U P T APartnerMembership No.306946 D ated:30th May, 2017

rr

j £»'w il* i

D! rector/A uthonsed Signator-

N. R. TEXTILE INDUSTRIES LIMITEDBALANCE SHEET AS AT 31ST MARCH. 2017

_____________________________________________________ (Figures in Rs.)SI.No. Particulars Note

No.As at

31st March, 2017As at

31st March, 2016

1. EQUITY AND LIABILITIES

(1) Shareholder's Funds

(A) Share Capital 1 2,490,000 2,490,000

(B) Reserves and Surplus 2 13,903,830 12,275,440

(2) Non-Current Liabilities(A) Deferred Tax Liability 38,291 41,186(B) Long Term Borrowings 3 254,400 254,400

(3) Current Liabilities

(A) Trade Payables 4 16,075 65,514(B) Short-Term Provisions 5 486,000 181,000

Total Equity & Liabilities 1 7 ,1 8 8 ,5 9 6 1 5 ,3 0 7 ,5 4 0II. ASSETS

(1) Non-Current Assets

(A) Fixed Assets (Tangible) 6 1,408,230 1,462,191

(B) Long Term Loans and Advances 7 168,436 168,436

(2) Current Assets(A) Current Investments 8 10,480,805 8,914,490

(B) Cash and Bank Balances 9 2,521,782 1,887,634

(C) Trade Recievables 10 409,782 633,845

(D) Inventories 11 368,136 410,516

(E) Short - Term Loans and Advances 12 743,980 1,107,828

(F) Other Current Assets 13 1,087,445 722,600

Total Assets 1 7 ,1 8 8 ,5 9 6 1 5 ,3 0 7 ,5 4 0

SIGNIFICANT ACCOUNTING POLICIES NOTES ON ACCOUNTS

2021

As per our report of even date

For K. N. GUPTA & a s s o c ia t e s For N. R. TEXTILE INDUSTRIES LTDF o r N* R- TEXTUh INDUSTRIES LTDChartered Accountants i ' . *— r—j J — .Firm Registration No. 314038E ' v A - A " ------' '

' D irector/Authorised Signatory D irecto i/au thorised Signatory

CA SANIYA GUPTAPartnerMembership No.306946 Dated :30th May, 2017

Director Director

PROFIT & LOSS STATEMENT FOR THE YEAR ENDED ON 31ST MARCH, 2017


(Figures in Rs.)

SI.No.

Particulars NoteNo.

As at 31st March, 2017

For the year ended 31st March, 2016

(1) REVENUE

Revenue From Operations - 9 1 5 ,9 7 6Other Income 14 2 ,8 2 7 ,8 6 7 1 ,7 3 9 ,3 1 4

Tota l Revenue 2,827,867 2,655,290(2) EXPENSES

Purchases of Stock in Trade - -Manufacturing Expenses 15 9 6 ,1 9 9 1 28 ,3 7 8Changes in Inventories of FG.WIP & Stock 16 4 2 ,3 8 0 8 0 2 ,0 9 7Employee Benefit Expense 17 3 3 6 ,4 9 0 2 6 9 ,8 9 0Finance Costs 18 6 ,3 5 5 2 ,241Administrative & Other Expenses 19 6 0 4 ,0 9 3 3 1 2 ,1 8 1Depreciation 112 ,961 ■' 121 ,5 3 9

Tota l Expenses 1,198,478 1,636,326

(3) Profit before exceptional and extraordinaryitems and tax (1 - 2) 1 ,6 2 9 ,3 8 9 1 ,0 1 8 ,9 6 4

(4) Exceptional Items _ _(5) Profit before extraordinary items and tax 1 ,6 2 9 ,3 8 9 1 ,0 1 8 ,9 6 4

(6) Extraordinary Items - -

(7) Profit before tax 1,629,389 1,018,964(8) Tax Expense:

Current tax 3 0 5 ,0 0 0 1 81 ,0 0 0

Deferred Tax (2 ,8 9 5 ) 5 ,338

Taxation for Earlier Years - 9 ,0 9 9

Less: Excess Provisions for Earlier Years - -

(9) Profit After Tax 1,327,284 823,527

(10) Add: Mat Credit Entitlem ent A.Y:2016-17) 3 0 1 ,1 0 6 1 8 0 ,745Mat Credit Entitlement(A.Y:2015-16) - 8 ,0 9 4

(11) Profit from Operation 1,628,390 1,012,366(12) Earning per equity share:

(1) Basic & Diluted 5,33 3.31

SIGNIFICANT ACCOUNTING POLICIES NOTES ON ACCOUNTS

As per our report of even date

For K. N. GUPTA & ASSOCIATE‘S (Chartered Accountants Hrm Registration No. 314038E

2021

CA SANIYA GUPTAPartnerMembership No.306946 Dated:30th May, 2017

/ r .

R. TEXTILE INDUSTRIES LTD ■

U~ X U — -

D i rector/Authorised S ign a to r i.

Director Director

N.R.TEXTLLE INDUSTRIES LIMITED

Mm®?'

CASH FLOW STATEMENT FOR THE YEAR ENDED MARCH 31. 2017

CASH FLOW FROM OPERATING ACTIVITIES; 31st March, 2017 Rs.

31st March, 2016 Rs.

NET PROFIT BEFORE TAXATION AND EXTRA-ORDINARY ITEMS Adiusted for:Less:

1,629,389 1,018,964

a. Income Tax 305,000 181,000b. Taxation For Earlier Years - 9,099c. Deferred Tax Liabilty - 5,338d. Adjusted Depreciation - -e, Mat Entitlement Adjusted - -

Add:1,324,389 823,527

a. Excess Provision for earlier years - -b. Mat Credit Entitlement 301,106 188,839c. Deferred Tax Asset 2,895 -

OPERATING PROFIT/(LOSS) BEFORE WORKING CAPITAL CHANGES 1 ,6 2 8 ,3 9 0 1 ,0 1 2 ,3 6 6

CHANGES IN WORKING CAPITAL:

a. INCREASE / (DECREASE) IN TRADE PAYABLES & BORROWINGS 252,666 (13,861)

b. (INCREASE) / DECREASE IN RECEIVABLES & LOANS/ADVANCES 223,066 (1,224,375)

C. (INCREASE) / DECREASE IN INVENTORIES 42,380 802,097

5 1 8 ,1 1 2 (4 3 6 ,1 3 9 )

NET CASH FLOW FROM OPERATING ACTIVITIES "A" 2 ,1 4 6 ,5 0 2 5 7 6 ,2 2 7

NET CASH FLOW FROM INVESTING ACTIVITIES 'B” (1,566,315) (788,885)(1 ,5 6 6 ,3 1 5 ) (7 8 8 ,8 8 5 )

(INCREASE) / DECREASE IN FIXED ASSETS "C" 53,961 121,5395 3 ,9 6 1 121 ,5 3 9

NET CASH FLOW (A + B + C ) 6 3 4 ,1 4 8 (9 1 ,1 1 9 )

CASH & CASH EQUIVALENTS - OPENING BALANCE 1 ,8 8 7 ,6 3 4 1 ,9 7 8 ,7 5 3

CASH & CASH EQUIVALENTS - CLOSING BALANCE 2 ,5 2 1 ,7 8 2 1 ,8 8 7 ,6 3 4

AUDITORS' CERTIFICATE

W e have verified the attached Cash Flow Statement of N.R.Textile Industries Ltd for the year ended 31st March,2017. The statement has been prepared by the company in agreement with the corresponding Profit and LossAccount and Balance Sheet of the company covered by our report of even date to the members of the company.

As per Our Report Annexed of Even Date

For K. N. GUPTA & ASSOCIATES For and on behalf of the Board,

Chartered Accountants p o r n . TEXTILE INDUSTRIFS LTD F o r R- TEXTILE .INDUSTRIES LTD Firm Registration No. 314038E '

CA SANIYA GUPTAPartnerMembership No.306946 Dated :30th May, 2017

iJL \ iLxDirector /Authorised Signatory D irector/Authorised Signatory,

Director Director


Notes form ing part of the financial statem ents as at 31st March. 2017

Note : 1 Share Capital (Figures in Rs.)

SI.No. Particulars



1 A uthorized C apita l250000 Equity Shares of Rs. 10/- each. 2 5 ,0 0 ,0 0 0 2 5 ,0 0 ,0 0 0

25,00,000 25,00,0002 Issued, S ubscribed & Paid Up C apital

249000 Equity Shares o f Rs. 10/- each. 2 4 ,9 0 ,0 0 0 2 4 ,9 0 ,0 0 0

Total 24,90,000 24,90,000

R econc ilia tion o f the num ber o f shares ou ts tand ing

SI.No. Particulars As at


31st March, 20161 Number of shares at the beginning 2 ,4 9 ,0 0 0 2 ,4 9 ,0 0 0

Add: Shares issued during the year - -

Number of shares at the closing 2,49,000 2^49,000

Details o f shares held by each sha re h o ld e r ho ld ing m ore than 5% sharesAs at As at

SI.Particulars

31st March, 2017 31st March, 2016

No. Total No. O f shares

Holding (%) Total No. O f shares Holding (%)

1 Elico Promoters Pvt. Ltd. 2 3 ,9 0 0 9 .60 2 3 ,9 0 0 9 .6 02 Lime Light Commodities Pvt. Ltd. - - 2 0 ,0 0 0 8 .033 Shagun Merchants Pvt. Ltd. - - 2 0 ,0 0 0 8 .034 Marudhar Suppliers Pvt. Ltd. - - 2 0 ,0 0 0 8 .0 35 Arbinda Guha - - 16 ,000 6 .436 Shobha Shah - 15 ,000 6 .02

Total 23,900 9.60 1,14,900 46.14

Note : 2 Reserves & S urp lus

SI.No. Particulars As at


31st March, 2016

1 Capital Reserve 1 2 ,0 0 ,0 0 0 1 2 ,0 0 ,0 0 0

2 Surplus /' (Deficit) in Statement o f Profit and LossProfit / (Loss) brought forward from previous year 1 ,1 0 ,7 5 ,4 4 0 1 ,0 0 ,6 3 ,0 7 4Add: Profit / Loss for the year 1 6 ,2 8 ,3 9 0 1 0 ,1 2 ,3 6 6

1 ,2 7 ,0 3 ,8 3 0 1 ,1 0 ,7 5 ,4 4 0

Total 1,39,03,830 1,22,75,440

Notes form ing part of the financial statem ents as at 31st March, 2017

Note: 3 Long Term B o rro w in g s (Figures in Rs.)


SI.No. Particulars



For Security Deposit against Rent 2 5 4 ,4 0 0 2 5 4 ,4 0 0

Total 254,400 254,400

Note : 4 Trade Pavables

Si. As at As atNo. Particulars

31st March, 2017 31st March, 2016

1 Trade Payables for Services* 1 4 ,5 9 6 1 4 ,5 9 6

2 Trade Payables for Creditors 1 ,479 5 0 ,9 1 8

Total 16,075 65,514* A u d it Fees Payable

Note : 5 S ho rt Term P rov is ions

SI.No. Particulars



1P rov is ions fo r Incom e Tax Provisions for A.Y, 2016-2017 181,000 181,000

2 Provisions for A.Y. 2017-2018 305 ,000 -Total 486,000 181,000

N. R. TEXTILE rNDUSTRIES LIMITEDN o te s fo rm in g p a r t o f th e f in a n c ia l s ta te m e n ts as a t 3 1 s t M arch . 2017

Note: 6 Fixed Assets

DEPRECIATION NET BLOCKParticulars Cost of

AssetAdditions /

(Deductions)WDV as on 31.03.2016

Residualvalue

Amount remain o be Depreciatec

Useful Life (Years)

UseFul Life (Days)

Expired Days as on 313.16

Remaining Days as on 31.3.16

Asset used luring the Year

Depreciation per day

Up to 31.03.2016

For the Year

Total upto 31.03.2017

As at 31.03.2017

As at 31.03.2016

Office Premises 593168(2 8 .1 2 .9 4 )

“ 210462 29658 180804 60 21900 7758 14142 365 12.78 382706 4666 387372 205796 210462

Land 702695 " 702695 NA - - - - - - - - - - 702695 702695

Computer 38535(1 3 .0 5 .1 3 )

3208 1927 1281 3 1095 1052 43 43 29.80 35327 1281 36608 1927 3208

92145(1 7 .0 1 .1 5 )

57130 4607 52523 3 1095 438 657 365 79.94 35015 29179 64194 27951 57130

Factory Building 321822(0 1 .0 4 .9 9 )

“ 122207 16091 106116 30 10950 6205 4745 365 22.36 199615 8163 207778 114044 122207

Motor Car 502531(0 5 .0 2 .1 3 )

" 260953 25127 235826 8 2920 1149 1771 365 133.16 241578 48603 290181 212350 260953

Shrink Wripping Machine

92000(2 4 .1 1 .1 2 )

‘ 59010 4600 54410 10 3650 1222 2428 365 22.41 32990 8179 41169 50831 59010

Mobile Phone 62500(2 5 .1 1 .1 4 )

46526 3125 4 3 40 ] 5 1825 491 1334 365 32.53 15974 11875 27849 34651 46526

Office Furniture Fridge

59000(2 4 .0 1 .2 0 1 7 )

59000 “ 2950 56050 10 3650 - 3650 66 15.36 - 1014 1014 57986 ■

Total 59000 1462191 943205 112961 1056166 1408230 1462191

I


Notes forming part of the financial statements as at 31st March, 2017

Note : 7 Long Term Loans and Advances (Figures in Rs.)

SI.No

Particulars As at 31st March, 2017


1 CESC Deposits 1,66,436 1,66,4362 Ideal Plaza Pvt. Ltd Deposits 2,000 2,000

Total 1 ,6 8 ,4 3 6 1 ,6 8 ,4 3 6

Note : 8 Current Investments

SI. Particulars As at As atNo 31st March, 2017 31st March, 2016

In Quoted Eauitv Instrumentsffullv paid up) F.V. No. of Shares Amount No. of Shares Amount

1 Aimco Pesticides Limited 10 . . 1,271 88,0482 Bharat Electronics Limited 10 - - 400 -

3 Bosch Ltd 10 - - 33 5 ,99,5354 Dr. Reddy's Lab Ltd. 5 - - 275 8 ,69,9025 Excel Corp Care Ltd 5 985 13,25,927 228 2,43 ,2396 Hindalco Industries Ltd. 1 322 37,593 322 9,8177 IFCI Ltd. 10 - 100 3,5008 Kansai Nerolac Paints Ltd 1,000 3 ,71,404 - -9 Kwality Ltd 1 - - 3,000 3 ,80,92410 Larsen & Tubro Ltd (Incl. 200 Bonus) 2 600 6 ,46,773 600 6 ,46,77311 Manali Petrochemicals Ltd 5 - - 10,000 2,50,31312 Nestle India Ltd 10 - - 50 3 ,09 ,19413 S & S Power Switchgear Ltd. 10 85 4,250 85 4,25014 State Bank Of Bikaner & Jaipur 10 - - 500 3,04,23015 Steelco Gujrat Ltd. 10 200 12,100 200 12,10016 State Bank Of India 1,000 2,86,699 - -17 Tata Steel Ltd.(Including 1260 Bonus ) 10 4,604 7,28,680 4,604 7,28 ,68018 Ujaas Energy Ltd 1 10,000 3,69,428 10,000 2,59,629

3 7 ,8 2 ,8 5 4 4 7 ,1 0 ,1 3 4In Mutual Funds

1 Franklin India Bluechip Fund-Growth 2,599.295 9 ,00,000 1,472.199 5 ,00,0002 Franklin India Prima Fund-Growth 1,316.507 8,77,263 755.148 5,00,0003 FT India Index Fund BSE Plan (Growth) - - 12 ,467.636 1,02,1914 HDFC cash Management Fund Retail Growth 52,823.783 12,75,305 52,823.783 12,75,3055 Reliance Money ManagerFund 1,684.836 36,45,3836 SBISHF Ultra Short Term Fund- Retail Plan - - 1 ,17 ,925.000 18,26,860

6 6 ,9 7 ,9 5 1 4 2 ,0 4 ,3 5 6

Notes Book Value Market Value Book Value Market Value

Aggregate Value of Quoted Shares 37,82 ,854 87,83 ,009 47,10 ,134 58,19,153Aggregate Value of Mutual Funds 66,97,951 77 ,87 ,444 42,04 ,356 59,41 ,466

1 ,0 4 ,8 0 ,8 0 5 1 ,6 5 ,7 0 ,4 5 3 8 9 ,1 4 ,4 9 0 1 ,1 7 ,6 0 ,6 1 9


Notes forming part of the financial statements as at 31st March, 2017Note : 9 Cash & Bank Balances (Figures in Rs.)

SI.No



1Cash & Cash EquivalentsCash in Hand 532,622 380,819

2 Balance with Banks 363,498 (3 ,122 )3 Fixed Deposits with State Bank of Hyderabad 1,625,662 1,509,937

Total 2,521,782 1,887,634

Note : 10 Trade Recievables

(Unsecured & Considered Good)SI. As at As atNo 31st March, 2017 31st March, 2016

1 Others (Less than Six Months) - -

2 Debts for more than Six Months 409,782 633,845

Total 409,782 633,845

No te : 11 inventories

SI.No



1 Finished Goods (at Cost) 368,136 368,1362 Unbilled Margin on Govt. Supplies - 42,380

Total 368,136 410,516

Note :12 Short Terms Loans and Advances

SI.NOj



1 Staff Advances 596,460 424 ,4602 Advance Tax (A.Y 2016-2017) 147,520 -3 Margin Money - 683,368

Total 743,980 1,107,828

Note : 13 Other Current Assets

SI.No



1 Tax Deducted at Sources

A.Y 2016-2017 47,900 47,900

A.Y 2017-2018 63,739 -

2 Mat Credit Entitlement 975 ,806 674,700

Total 1,087,445 722,600

N. R. TEXTILE INDUSTRIES LIMITEDNotes forming part of the financial statements as at 31st March, 2017

N ote : 14 Other Income (Figures in Rs.)

SI.No. Particulars For the year ended

31st M a r'2017For the year ended

31st M a r'2016

1 Dividend Received 62,984 72,394

2 F&O Dealings (20 ,152 ) 183,368

3 Hire Charges - 70,000

4 Interest Received 128,584 134,675

5 Speculation Profit/(Loss) (1 0 ,755 ) (871 )

6 Profit on Sale of Long Term Investments 1 ,236,135 1,474,847

7 Profit on Sale of Short Term Investment 922,271 (474 ,379 )

8 Rent Received 508,800 279,280

Total 2,827,867 1,739,314

Note : 15 Manufacturinq ExpensesSI.No. Particulars For the year ended

31st Mar ’2017For the year ended

31st M ar'20161 Courier Charges - 52,2462 Development Expenses - -3 Entry Tax - -4 General Expenses At Factory 45 ,650 58,2755 Manufacturing & Expenses Related - -6 Netting Cloth Clearing and Related Expenses - 4157 Repair & Maintainence At Work 49 ,599 14,8828 Sample Expenses 950 2,5009 Sundry balance Written off - 6010 Sand & Flood Bag Expenses - -

Total 96,199 128,378

Note : 16 Chanqes in Inventories of FG,WIP & Stock (Figures in Rs.)SI.No. Particulars For the year ended


31st M a r'20161 Opening Inventory 410 ,516 1,212,6132 Less: Closing Inventory 368,136 410,516

Total 42,380 802,097N ote : 17 E m p lo ye e B e n e fit E xp e n se s



31st M a r'2016

Salaries & Bonus 336,490 269,890

Total 336,490 269,890

Notes forming part of the financial statements as at 31st March, 2017N ote : 18 F in a n ce C o s ts



31st M ar’2017For the year ended

31st M ar'20161 Bank Interest 4 ,542 -2 Bank Charges 565 551

3 Demat Charges 1,247 1,690Total 6 ,3 5 5 2,241

Note :19 Administrative & Other Expenses (Figures in Rs.)SI.

Particulars For the year ended For the year endedNo. 31st M a r'2017 31st M ar '20161 Annual Maintenance Charges 2,300 2,0612 Car Expenses 61,274 9,9853 Corporation Tax 12,512 12,5124 Electricity Expenses 14,205 10,8025 Entertainment Expenses 53,253 73,3136 Filling Fee 14,044 23,2907 General Expenses 29,179 -8 Insurance - 1,0999 Insurance of Motor Car 7,132 -10 Interest Paid 300 3,39211 Legal Charges 140 -

12 Listing Fees 105,788 -13 Maintainance Charges - 4 ,10514 Membership Fees 11,581 -

15 Office Expenses - 2,39016 Postage & Courier 2,510 2817 Printing & Stationary 7,310 2,79018 Professional Fees 109,300 9,25019 Rates & Taxes 2,500 2,50020 Rent (Office & Factory) 90 ,000 66,00021 Sale Promotion Expenses 8,000 -

22 Securities Transaction Tax (STT) 15,996 13,49823 Subscription Expenses - 2,35024 Telephone Charges 15,131 17,477

25 Trade Licence Fees 6,982 5,402

26 Travelling & Conveyance 23,656 38,93727 Auditor's Remuneration

As Statutory Audit Fees 11,000 11,000Total 6 0 4 ,0 9 3 3 1 2 ,1 8 1

N. R. TEXTILE INDUSTRIES LIMITEDNotes forming part of the financial statements as at 31st March. 2017

20 STATEMENT OF SIGNIFICANT ACCOUNTING POLICIES

i) BASIS OF PREPARATION OF ACCOUNTSa) The company generally follows mercantile system of accounting and recognises significant items of income and

expenditure on accrual basis.b) The financial statements of the Company have been prepared in accordance with the Generally Accepted Accounting

Principles in India (Indian GAAP). The Company has prepared these financial statements to comply in all material respects with the Accounting Standards as prescribed under the Section 133 of the Companies Act, 2013 read with Rule 7 of the Companies(Accounts) Rules, 2014 and the relevant provisions of Companies Act, 2013, to the extent notified. The financial statements have been prepared under the cost convention on accrual basis. The accounting policies applied by the Company are consistent with those used in the previous year.

ii) FIXED ASSETS & DEPRECIATIONa) Fixed assets have been stated at actual cost. Actual cost is inclusive of freight, installation cost, duties, taxes and other

incidental expenses.

i. Depreciation on fixed assets is provided under Straight line method at the rates determined based on the useful lives of the respective assets and the residual values in accordance with the Schedule II of the Companies Act, 2013.

ii.Depreciation on fixed assets added/disposed off during the year is provided on pro-rata basis with reference to the date of addition/disposal.

iii) PROVISION FOR CURRENT & DEFERRED TAXa) Provision for current tax is made after taking into consideration benefits admissible under the provisions of the Income Tax

Act, 1961.

b) Deferred tax is recognized subject to the consideration of prudence, on timing differences, being the difference taxable incomes and accounting income that originate in one period are capable of reversal in one or more sunsequent periods. Deferred tax assests are not recognized on carry forward of losses, unless there is virtual certainity that sufficient future taxable income will be available against which such deferred tax assests can be realised.

iv) OTHER INCOMEOther incomes are accounted on accrual basis.

v) INVESTMENTSInvestments are stated at cost. All the investments are considered by the management to be of long term nature and decline in the market value, if any, is of a temporary nature. Long term unquoted investments are valued at cost. Bonus Shares are valued at Nil cost. Cost inclued purchases price plus brokerage and other Tax and Charges.

vi) ACCOUNTING OF PURCHASE & SALE OF TRADING ITEMS AND INVESTMENTPurchase and Sale of trading items and investments are accounted for as and when deliveries are affected. Except 5% unbilled margin on supplies to Govt, departments.

vii) DIVIDENDDiividend income is being accounted for on the basis of receipts by the company.

viii) RETIREMENT BENEFITSLiability of retirement benefits payable to emloyees are being accounted for on cash basis.

ix) CASH FLOW STATEMENTCash flows are reported using the indirect method, whereby profit / (loss) before extraordinary items and tax is adjusted for

the effects of transactions of non-cash nature and any deferrals or accruals of past or future cash receipts or payments.

The cash flows from operating, investing and financing activities of the Company are segregated based on the available

information.

x) RECOGNISITION OF INCOME & EXPENDITUREThe Company generaly follows Mercantile System of Accounting and recognises significant items of Revenue/Incomes and Costs/Expenditures on accrual basis as they are earned or incurred.

xi) IMPAIRMENT OF ASSETSThe Company assesses at each Balance Sheet date whether there is any indication that an asset may be impaired. If any such indication exists, the company estimates the recoverable amount of the asset, if such recoverable amount of the asset or recoverable amount of the cash- generating unit to which the asset belongs is less than its carrying amount, the varrying amount is reduced to its recoverable amount, the reduction is treated as an impairment loss and is recognized in the Profir & Loss Account, if at the Balance Sheet date there is an indication that previously assessed impairment loss no longer exists, the recoverable amount is reassessed and the asset is reflected at the recoverable amount.

xii) PROVISIONS AND CONTINGENT LIABILITIESProvisions are recognised when the company has a legal and constructive obligation as a result of a past event, for which it is probable that cash outflow will be required and a reliable estimate can be made of the amount of the obligation.

Contingent liabilities are disclosed when the company has a possible obligation or a present obligation and it is probable that a cash outflow will not be required settle the obligation.

N R TEXTILE INDUSTRIES LTDRegistered Office: 12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001

CIN: L17323WB1984PLC037240 Phone: +91-33-2230-4851; E-mail: [email protected]; Website: http://nrtextile.in

NOTICE

NOTICE is hereby given that the 33rd Annual General Meeting of the shareholders of N R Textile Industries Limited will be held at the Registered Office of the Company 12A, Netaji Subhas Road, 2nd Floor, Kolkata-700001, on the Wednesday, September 20, 2017, at 2:00 PM to transact the following business:

ORDINARY BUSINESS:

1. To consider and adopt the Audited Financial Statements of the Company for the financial year ended March 31, 2017, and the Reports of the Board of Directors and Auditors thereon.

2. To appoint a director in place of Mr. Ram Krishna Saraf (DIN: 00123685), who retires by rotation, and being eligible, offers himself for re-appointment.

3. To appoint Statutory Auditor and in this regard to consider and, if thought fit, to pass the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 139, 142 and other applicable provisions, if any, of the Companies Act, 2013 and the Rules framed thereunder (including any statutory modification(s) or reenactments thereof for the time being in force) Ms. Swati Chetani, Chartered Accountant (Membership No. 302789), Kolkata, be and is hereby appointed as the Statutory Auditor of the Company (in place of M/s. K. N. Gupta & Associates, Chartered Accountants, the retiring Auditors) for a term of five years from the conclusion of the 33 rd Annual General Meeting (AGM) until the conclusion of the 38th AGM, subject to ratification of their appointment by the Members at every intervening AGM, on such remuneration, as may be agreed upon by the Board of Directors and Statutory Auditors.

SPECIAL BUSINESS:

4) To appoint Mr. Vinay Kumar Nigania (DIN: 07254967) as an Independent Director of the Company

To consider and if thought fit, to pass with or without modification(s), the following resolution as an Ordinary Resolution:

“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Vinay Kumar Nigania (DIN: 07254967), who was appointed as a Additional Director (Independent) by the Board of Directors with effect from February 14, 2017 in terms of Section 161 of the Companies Act, 2013, and who is entitled to holds office up to the date of next General Meeting, and in respect of whom the Company has received notice under Section 160 of the Companies Act, 2013, from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office up to February 13, 2022 and that he shall not be liable to retire by rotation.

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take all actions and steps as necessary or desirable to give effect to this resolution inconformity with the Provisions of the Act.”

5) To appoint Mr. Gaurav Kajaria (DIN: 02959521) as an Independent Director of the Company


“RESOLVED THAT pursuant to the provisions of Sections 149 and 152 read with Schedule IV and other applicable provisions, if any, of the Companies Act, 2013 (“the Act”) and the Companies (Appointment and Qualification of Directors) Rules, 2014 (including any statutory modification(s) or re-enactment(s) thereof, for the time being in force), Mr. Gaurav Kajaria (DIN: 02959521), who was appointed as a Additional Director (Independent) by the Board of Directors with effect from February 14, 2017 in terms of Section 161 of the Companies Act, 2013, and who is entitled to holds office up to the date of next General Meeting, and in respect of whom the Company has received notice under Section 160 of the Companies Act, 2013, from a member proposing his candidature for the office of Director, be and is hereby appointed as an Independent Director of the Company to hold office up to February 13, 2022 and that he shall not be liable to retire by rotation.


http://nrtextile.in

RESOLVED FURTHER THAT the Board of Directors of the Company be and are hereby authorized to take all actions and steps as necessary or desirable to give effect to this resolution inconformity with the Provisions of the Act.”

6) Appointment of Mr. Naresh Kumar Tibarewala (DIN- 00166959) as Whole-time Director and Chief Financial Officer (CFO) of the Company


“RESOLVED THAT pursuant to the provisions of Section 196 197, 203 and other applicable provisions, if any, of the Companies Act, 2013 (‘‘Act”) read with Schedule V to the Act and the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 (including any statutory modification(s) thereof for the time being in force), the consent of the Members of the Company be and are hereby accorded to the appointment of Mr. Naresh Kumar Tibarewala (DIN- 00166959) as Whole-time Director and Chief Financial Officer (CFO) of the Company for a period of three years effective from February 14, 2017 and ending of February 13, 2020, on the following terms and conditions:

1) REMUNERATION:No remuneration shall be payable to Mr. Naresh Kumar Tibarewala during his tenure/term as Whole Time Director and Chief Financial Officer of the Company, unless otherwise decided by the Board from time to time.

2) Before the expiry of the current term of three years, the appointment may be terminated by either party giving to the other 3 months notice in writing, or such shorter period as may be agreed upon or upon Mr. Naresh Kumar Tibarewala cease to be a Director of the Company.

RESOLVED FURTHER THAT the terms and conditions, including remuneration, as aforesaid, may be modified, varied or altered in such manner as may be agreed to between the Board of Directors (which expression shall also include the Nomination and Remuneration Committee of the Board) and Mr. Naresh Kumar Tibarewala.

RESOLVED FURTHER THAT the Board be and is hereby authorized to take all such steps as may be necessary, proper and expedient and to do any acts, deeds, matters and things to give effect to this resolution.”

NOTE:1. The Statement pursuant to Section 102 of the Companies Act, 2013, which sets out details relating to

special businesses are annexed hereto.

2. A Member entitled to attend and vote at the Annual General Meeting (‘AGM’) may appoint a proxy to attend and vote on his behalf. A proxy need not be a Member of the Company.

Proxies, in order to be effective, must be received at the Registered Office of the Company at 12A, Netaji Subhas Road, 2nd Floor, Kolkata-700001, not less than forty-eight hours before the commencement of the AGM.

A person can act as a proxy on behalf of members not exceeding fifty and holding in the aggregate not more than ten percent of the total share capital of the Company carrying voting rights. A member holding more than ten percent of the total share capital of the Company carrying voting rights may appoint a single person as proxy and such person shall not act as a proxy for any other person or shareholder.

During the period beginning 24 hours before the time fixed for the commencement of the meeting and ending with the conclusion of the meeting, a member would be entitled to inspect the proxies lodged with the Company, at any time during the business hours of the Company, provided that not less than three days of notice in writing is given to the Company.

3. Pursuant to Section 113 of the Companies Act, 2013, corporate members are requested to send a certified copy of the Board Resolution/Authorization together with specimen signature authorizing their representative, intending to attend and vote at the AGM.

4. Members are requested to bring their copies of Annual Report to the Meeting, in order to register the attendance, at the venue of the Annual General Meeting, members are requested to bring their folio number to enable us to provide a duly filled attendance slip for your signature and participation at the meeting.

5. In case of joint holders attending the meeting, only such joint holder who is higher in the order of names will be entitled to vote.

6. The Register of Directors and Key Managerial Personnel and their shareholding, maintained under Section 170 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

7. The Register of Contracts or Arrangements in which Directors are interested, maintained under Section 189 of the Companies Act, 2013, will be available for inspection by the members at the AGM.

8. The Register of Members of the Company will remain closed from Wednesday, September 13, 2017 to Wednesday, September 20, 2017 (both days inclusive) for the purpose of Annual General Meeting.

9. In case any member is desirous to receive communication from the Company in electronic form, they may register their email address with Company or with their depository participant or send their consent at the Registered Office of the Company along with their folio no. and valid email address for registration.

10. In terms of Section 108 of the Companies Act, 2013 read with Rule 20 of the Companies (Management and Administration) Amendment Rules, 2015, the Resolutions proposed at this AGM will be transacted through remote e-voting (facility to cast vote from a place other than the venue of the AGM) and for which purpose the Company has engaged the services of CDSL. The Board of Directors of the Company has appointed Mr. Md. Shahnawaz, Practicing Company Secretary as the Scrutinizer for this purpose. The detailed instructions for e- voting are given as a separate attachment to this notice. The e-voting period begins on Sunday, September 17, 2017 at 9.00 AM and ends on Tuesday, September 19, 2017 at 5.00 PM.

11. Voting rights will be reckoned on the paid-up value of shares registered in the name of the Members as on September 13, 2017 (cut-off date). Only those Members whose names are recorded in the Register of Members of the Company or in the Register of Beneficial Owners maintained by the Depositories as on the cut-off date will be entitled to cast their votes by remote e-voting.

12. Additional Information pursuant to Regulation 36 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 (hereinafter referred as Listing Regulations) on Director seeking appointment / re-appointment at this AGM is furnished herewith annexure to the Notice. The directors have furnished their consent for appointment / re-appointment as required under the Companies Act, 2013 and the Rules thereunder.

13. Members holding shares in single name and physical form are advised to make nomination in respect of their shareholding in the Company. The Nomination Form SH 13 prescribed by the Government can be obtained from the Company at its Registered Office.

14. Members, who wish to obtain information on the Company or desire to view the Financial Statements, may visit the Company's corporate website or send their queries at least 10 days before the AGM to the Registered Office of the Company.

15. All documents referred to in the Notice will be available for inspection at the Company’s Registered Office during normal business hours on working days up to the date of the AGM.

16. 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 to the Company.

17. The route map to the venue of AGM is enclosed herewith.

For N R Textile Industries Limited

Registered Office Naresh Kumar Tibarewala12A, Netaji Subhas Road Whole-time Director & CFO2nd Floor, Room No. 11, Kolkata- 700 001 (DIN - 00166959)

May 30, 2017

Explanatory Statement Pursuant to Section 102 of the Companies Act, 2013

In conformity with the provisions of Section 102 of the Companies Act, 2013, the following Explanatory Statements set out all material facts concerning the Special Businesses mentioned under item no. 4 to 6 in the accompanying Notice and should be taken as forming part of the Notice.

Item No. 4 & 5Mr. Vinay Kumar Nigania (DIN: 07254967) & Mr. Gaurav Kajaria (DIN: 02959521) have been appointed as Additional Directors (Independent) of the Company w.e.f. February 14, 2017.

Pursuant to the provisions of Section 161 of the Companies Act, 2013, Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria will hold office up to the date of the ensuing AGM. The Company has received individual notices in writing under Section 160 of the Companies Act, 2013, from members along with a deposit of Rs.1,00,000 proposing the candidatures of Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria for the office of Directors (Independent).

The Company has received from Mr. Vinay Kumar Nigania & Mr. Gaurav Kajaria, individually (i) consent in writing to act as director in Form DIR 2 pursuant to Rule 8 of Companies (Appointment & Qualification of Directors) Rules, 2014, (ii) intimation in Form DIR 8 in terms of Companies (Appointment & Qualification of Directors) Rules, 2014, to the effect that he is not disqualified under sub-section (2) of Section 164 of the Companies Act, 2013 and (iii) a declaration to the effect that he meets the criteria of independence as provided in sub-section (6) of Section 149 of the Companies Act, 2013.

The resolutions seeking approval of members for the appointment of Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria as Directors (Independent) of the Company are included in the Notice of AGM. Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria shall not be liable to retire by rotation.

In the opinion of the Board of Directors, Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria, the Independent Directors proposed to be appointed, fulfils the conditions specified in the Act and the Rules made thereunder and they are independent of the Management. Copy of the draft letter of appointment of Mr. Vinay Kumar Nigania and Mr. Gaurav Kajaria as Independent Directors setting out the terms and conditions are available for inspection without any fee by the members at the Company’s registered office during normal business hours on working days up to September 25, 2017.

None of the Directors, Key Managerial Personnel of the Company or their relatives, are in any way, concerned or interested, financially or otherwise, in resolutions set out respectively at Item No. 4 & 5 of the Notice.

The Board recommends the resolutions set forth in the Item No. 4 & 5 of the Notice for approval of themembers.

Item No. 6Mr. Naresh Kumar Tibarewala (DIN- 00166959), aged 54 years, is a Commerce Graduate. He is having more than 30 years of experience in field of manufacturing, management, taxation and finance.

Mr. Naresh Kumar Tibarewala has been appointed as a Whole-time Director (WTD) & CFO of the Company effective February 14, 2017 to hold the Office of as such for a period of 3 years ending on February 13, 2020. Mr. Naresh Kumar Tibarewala shall not be paid any remuneration during his tenure as WTD & CFO.

Mr. Naresh Kumar Tibarewala holds 6,100 (2.45%) equity shares in the Company.

The Board of Directors of your Company is of the opinion that it is in the interest of the Company to appointMr. Naresh Kumar Tibarewala as WTD & CFO of the Company.

The terms and conditions of Mr. Naresh Kumar Tibarewala’ appointment as WTD & CFO as stated in the resolution in form of a memorandum will be available for inspection by the members of the Company at the Registered Office of the Company on all working days, except Saturdays, between 11.00 a.m. and 3.00 p.m. up to the date of the Annual General Meeting.

Mr. Naresh Kumar Tibarewala (being the appointee) and Mr. Ritu Tibarewala, and their relatives are interested in the resolution set forth in Item No. 6 of the Notice, to the extent of their shareholding interest, if any, in the Company.

Save and except as stated above, none of the other Directors/Key Managerial Personnel of the Company/their relatives are, in any way, concerned or interested, financially or otherwise, in this resolution.

Additional information on Director recommended for re-appointment as required under Regulation 36 of the SEBI (Listing Obligations & Disclosure Requirements) Regulations, 2015

Name of the Director Mr. Gaurav Kajaria Mr. Vinay Kumar Nigania

Mr. Ram Krishna Saraf Mr. Naresh Kumar Tibarewala

Date of Birth July 06 1978 November 28, 1960 January 1, 1949 November 10, 1963Date of Appointment February 14, 2017 February 14, 2017 June 12, 1984 February 14, 2017Relationship with Directors

Not related with any director.

Not related with any director

Not related with any director.

Brother of Ms. Ritu Tibarewala’s husband.

Expertise in Specific functional area

Marketing and Management

Accounting, Marketing and Management

Accounting, Taxation and Management

Manufacturing, Accounting and Taxation

Qualification MBA (Marketing) MBA (IIM Ahmedbad) B.Com B.ComBoard Membership of Companies as on March 31, 2017

1. Aar Bee Machineries Pvt Ltd

2. Chemicolour International Pvt Ltd

None 1. Lasvin Finvest Pvt Ltd

2. Excel Services Pvt Ltd

3. Lars Securities Pvt Ltd

4. Param Shubham Vanijya Limited

5. Nav Bharat Vanijya Limited

1. Ekdanta Impex Pvt Ltd2. Elico Promoters Pvt

Ltd3. Raghav International

Private Limited

Chairman/Member of the Committees of the Board of Directors as on March 31, 2017Number of Shares held in the Company as on March 31, 2017

Nil Nil Nil 6,100

INSTRUCTIONS FOR E-VOTING

Dear Member,

In compliance with Regulation 44 of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 and Section 108 of the Companies Act, 2013, read with the applicable rules, the Company is pleased to provide e-voting facility to all its Members, to enable to cast their vote electronically instead of dispatching the physical postal ballot form by post. The Company has engaged the services of CDSL for the purpose of providing e-voting facility to all its members.

The procedure with respect to remote e-voting is provided below:

(i) The voting period begins on Sunday, September 17, 2017 at 9.00 AM and ends on Tuesday, September 19, 2017 at 5.00 PM. During this period shareholders’ of the Company, holding shares either in physical form or in dematerialized form, as on the cut-off date (record date) of September 13, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter.

(ii) Shareholders who have already voted prior to the meeting date would not be entitled to vote at the meeting venue.

(iii) The shareholders should log on to the e-voting website www.evotingindia.com.(iv) Click on Shareholders.(v) Now Enter your User ID

a. For CDSL: 16 digits beneficiary ID,b. For NSDL: 8 Character DP ID followed by 8 Digits Client ID,c. Members holding shares in Physical Form should enter Folio Number registered with the

Company.(vi) Next enter the Image Verification as displayed and Click on Login.

(vii) If you are holding shares in demat form and had logged on to www.evotingindia.com and voted on an earlier voting of any company, then your existing password is to be used.

(viii) If you are a first time user follow the steps given below:

http://www.evotingindia.com


For Members holding shares in Demat Form and Physical Form

PAN Enter your 10 digit alpha-numeric *PAN issued by Income Tax Department (Applicable for both demat shareholders as well as physical shareholders)

• Members who have not updated their PAN with the Company/Depository Participant are requested to use the first two letters of their name and the 8 digits of the sequence number in the PAN field.

• In case the sequence number is less than 8 digits enter the applicable number of 0’s before the number after the first two characters of the name in CAPITAL letters. Eg. If your name is Ramesh Kumar with sequence number 1 then enter RA00000001 in the PAN field.

DividendBankDetails OR Date of Birth (DOB)

Enter the Dividend Bank Details or Date of Birth (in dd/mm/yyyy format) as recorded in your demat account or in the company records in order to login.

• If both the details are not recorded with the depository or company please enter the member id / folio number in the Dividend Bank details field as mentioned in instruction (v).

(ix) After entering these details appropriately, click on “SUBMIT” tab.(x) Members holding shares in physical form will then directly reach 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. 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.

(xi) For Members holding shares in physical form, the details can be used only for e-voting on the resolutions contained in this Notice.

(xii) Click on the EVSN for N R TEXTILE INDUSTRIES LIMITED on which you choose to vote.(xiii) 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.

(xiv) Click on the “RESOLUTIONS FILE LINK” if you wish to view the entire Resolution details.(xv) After selecting the resolution you have decided to vote on, click on “SUBMIT”. A confirmation box 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.

(xvi) Once you “CONFIRM” your vote on the resolution, you will not be allowed to modify your vote.(xvii) You can also take a print of the votes cast by clicking on “Click here to print” option on the Voting page.

(xviii) If a demat account holder has forgotten the login password then Enter the User ID and the image verification code and click on Forgot Password & enter the details as prompted by the system.

(xix) Shareholders can also cast their vote using CDSL’s mobile app m-Voting available for android based mobile. The m-voting app can be downloaded from Google Play Store. Apple and Windows phone users can download the app from the App Store and the Windows Phone Store respectively on or after June 30, 2016. Please follow the instructions as prompted by the mobile app while voting on your mobile.

(xx) Note for Non - Individual Shareholders and Custodians• Non-Individual shareholders (i.e. other than Individuals, HUF, NRI etc.) and Custodian are required to log

on to www.evotingindia.com and register themselves as Corporates.• A scanned copy of the Registration Form bearing the stamp and sign of the entity should be emailed 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 of the accounts they would be able to cast their vote.• A scanned copy of the Board Resolution and Power of Attorney (POA) which they have issued in favour of

the Custodian, if any, should be uploaded in PDF format in the system for the scrutinizer to verify the same.(xxi) In case you have any queries or issues regarding e-voting, you may refer the Frequently Asked Questions

(“FAQs”) and e-voting manual available at www.evotingindia.com, under help section or write an email to [email protected].

GENERAL INSTRUCTIONS

a) The e-voting period begins from Sunday, September 17, 2017 at 9.00 AM and ends on Tuesday, September 19, 2017 at 5.00 PM. 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 September 13, 2017 may cast their vote electronically. The e-voting module shall be disabled by CDSL for voting thereafter. 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.

b) Members of the Company holding shares either in physical form or in dematerialized form as on the cutoff/entitlement date of September 13, 2017 may cast their vote electronically.

c) Mr. Md. Shahnawaz, a Practising Company Secretary (C.P. No. 15076 and Membership No. 21427) has been appointed as the Scrutinizer to scrutinize the e-voting process in a fair and transparent manner.

d) The Scrutinizer shall within a period not exceeding three (3) working days from the conclusion of the e-voting period 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.

Results shall be declared on or after the 33rd Annual General Meeting of the Company. This Notice as well as the Results declared along with the Scrutinizer’s Report shall be placed on the website of CDSL within two (2) days of passing of the resolutions at the 33rd Annual General Meeting of the Company and shall be communicated to the Stock Exchange(s).

For N R Textile Industries Limited

Registered Office12A, Netaji Subhas Road2nd Floor, Room No. 11, Kolkata- 700 001

Naresh Kumar Tibarewala Whole-time Director & CFO

(DIN - 00166959)

May 30, 2017

Registered Office: 12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001 CIN: L17323WB1984PLC037240

Phone: +91-33-2230-4851; E-mail: [email protected]; Website: http://nrtextile.in

N R TEXTILE INDUSTRIES LTD

ATTENDANCE SLIP

Folio / DP ID & Client Id No.

Name

Address

Joint Holder’s Name

No. of Shares

I hereby record my presence at the 33rd Annual General Meeting of the Company being held on Wednesday, September 20, 2017 at 2:00 PM at the Registered Office of the Company at 12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001.

Signature of the Shareholder/Proxy Present

1. 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.

2. 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 THIS PAGE AND BRING THE ABOVE ATTENDANCE SLIP TO THE MEETING.


http://nrtextile.in

N R TEXTILE INDUSTRIES LTDRegistered Office: 12A, Netaji Subhas Road, 2nd Floor, Kolkata- 700 001

CIN: L17323WB1984PLC037240 Phone: +91-33-2230-4851; E-mail: [email protected]; Website: http://nrtextile.in

P R O X Y F O R M[P u rsu a n t to S ectio n 1 05(6 ) o f the C o m p a n ies A ct, 2 0 1 3 an d R u le 19(3) o f th e C o m p a n ies (M a n a g em e n t a n d A d m in is tr a tio n ) R u les,

2014]

FOLIO/DP ID AND CLIENT ID:

NAME OF THE MEMBER:

REGISTERED ADDRESS:

ADDRESS: E MAIL ID:

I/ We, being the member(s) o f N R Textile Industries Ltd. holding___________ shares of the Company, hereby appoint

Name:-_______________________________________Address:-__________________________________________

Email Id:-____________________________________ Signature:-__________________________________________

or failing him/her

Name:-_______________________________________Address:-__________________________________________


or failing him/ her

Name:-_______________________________________Address:-__________________________________________


as my/ our proxy to attend and vote (on a poll) for me/us and on my/ our behalf at the 33rd Annual General Meeting of the Company to be held on W ed n esd a y , S ep te m b er 2 0 , 2 0 1 7 at 2:00 PM at 12A, N. S. Road, 2nd Floor, Kolkata- 700001 and at any adjournment thereof in respect of resolutions as are indicated below:

R e so lu tio nN os.

D e sc r ip tio n o f R e so lu tio n V o te

(P lea se m en tio n no. o f sh ares)

F o r A g a in st A b se n t

O rd in a ry B u sin ess

1. Approval of the Audited Financial Statements o f the Company for the financial year ended March 31, 2017, and the Reports of the Board of Directors and Auditors thereon.

2. Re-appointment o f Mr. Ram Krishna Saraf (DIN: 00123685) who retires by rotation and, being eligible, offers herself for re-appointment.

3. Appointment of Mrs. Swati Chetani, Chartered Accountant (Membership No. 302789), Kolkata, as Statutory Auditor and fix their remuneration.

S p ec ia l B u sin ess:

4. Appointment of Mr. Vinay Kumar Nigania (DIN: 07254967) as an Independent Director of the Company

5. Appointment of Mr. Gaurav Kajaria (DIN: 02959521) as an Independent Director o f the Company

6. Appointment of Mr. Naresh Kumar Tibarewala (DIN- 00166959) as Whole-time Director and Chief Financial Officer (CFO) of the Company

Signed th is day of , 2017; Member’s Folio./ DP ID/Client Id No.

Signature of Shareholder: ; Signature of the Proxy:

A ffix

R ev e n u e

S tam p

Notes:a. Proxy need not to be a member of the Companyb. The proxy form in order to be effective should be duly signed by the Member across the Revenue Stamp and should reach at the registered office o f the

Company, not less than 48 hours before the commencement o f the Meeting.c. Corporate Members intending to send their authorised representative(s) to attend the meeting are requested to send a certified copy of the Board resolution

authorizing their representatives to attend the meeting and vote on their behalf at the meeting.d. It is optional to indicate your preference. If you leave the for, against and abstain column blank against any or all resolutions, your proxy will be entitled to vote

in the manner as he/she may think appropriate.


http://nrtextile.in

Route map for the location of the venue of the 33rd Annual General Meeting of the Company is given below:

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