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NRC Ltd.

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NRC Ltd. Accounting Policy

Report on Corporate Governance for the year ended 31.03.2015.

(As required under Revised Clause 49 of the Listing Agreement(s) with the Stock Exchanges) Your Company continues to uphold good governance and practices. It has always been taking necessary steps to realign its corporate practices with the requirements of Listing Agreements. The Company is ever alert to the changing needs in the standards of corporate governance as 'stipulated from time to time by the Regulatory Bodies. Periodic review in the systems and procedures is being carried out. I. Board of Directors:

The strength of the Board of Directors during 2014-15 was 5 (FIVE). The composition of the Board complies with the requirements of minimum number of independent directors and non-executive directors. All the Directors comply with the ceiling for holding maximum number of directorship and committee positions under various statutes. None of the Directors on the Board is a Member of more than 10 Committees and Chairman of more than 5 Committees {as specified in Clause 49(C)(ii)} across all the Companies in which he is a Director.

Five Board Meetings were held during 2014-15 and the gap between two meetings did not exceed four months. The dates on which Board meetings were held are: -30th May, 2014, 27th September, 2014, 19th November, 2014 30th December,2014 and 20th February, 2015.

None of the Executive or Non Executive Directors holds any Shares in the Company except Mr.. G. P. Goenka (Non-Executive Chairman) who holds 47,271 equity shares in the Company.  

Performance evaluation

Pursuant to the provisions of the Companies Act, 2013 and Clause 49 of the Listing Agreement, the Board has carried out an annual performance evaluation of the working of its own performance, the Directors individually as well as evaluation of it's Committees. A structured questionnaire was prepared after taking into consideration inputs received from the Directors, covering various aspects of the Board's functioning. The evaluation was done on various parameters such as vision and strategy, Board participation, Board disclosures of interests, review of risk management policies and evaluating plans with reference to risk and return, good governance, leadership skills, operations business development, human resource development, marketing and corporate communications etc. The Directors expressed their satisfaction with the evaluation process. II.

Audit Committee:

The constitution, function and terms of reference of the Audit Committee are in conformity with Section 177 of the Companies Act, 2013 and Clause 49 of the Listing Agreements with the Stock Exchanges.

The Chief Financial Officer functioned as the Secretary of the Audit Committee. Audit Committee Meetings are attended by Chief Financial Officer. Representatives of Statutory Auditors and the Internal Auditors were invited to attend all the meetings. The Managing Director was also present as a special invitee at such meetings. The invitees have attended all the Audit Committee Meetings during the year ended 2014-15. The Audit Committee Meetings were held on the following dates during the year ended 31.03.2015.

III. Remuneration Committee:

The Remuneration Committee consists of 3 Non-executive and Independent Directors

- Mr. K. N. Bhandari Was the Chairman of the Committee till 30.12.2014 and from

31.12.2014 Dr. P.P. Shastri become Chairman of the committee. Only one meeting held during the year 2014-15 i.e. on 30th December, 2014.

The scope and function of the Remuneration Committee covers the requirements of the Code of Corporate Governance of the Listing Agreement. and the provisions of if any, of the Companies Act, 2013.

Nomination and Remuneration Policy

The Company's Nomination and Remuneration Policy considers human resources as its invaluable assets. The said Policy aims to pay equitable remuneration to all Directors, Key Managerial Personnel (KMP) and employees of the Company, to harmonize the aspirations of human resources consistent with the goals of the Company. The Remuneration Policy for all employees is designed to attract talented personnel and remunerate them fairly and responsibly, this being a continuous ongoing exercise at each level in the organization.

Remuneration to Directors

IV. Stakeholders and Relationship Committee:

The Stakeholders and Relationship Committee meets at periodic intervals to approve transfers and look into the redressal of investor complaints. In addition, to expedite the process of transfer and other related matters, the Committee of Executives meets at regular intervals. The transfers approved by the Committee of Executives are ratified and noted by the SIGC at its meetings.

The Stakeholders and Relationship Committee met four times during the year ended 2014-15. i.e. 30th May, 2014,27th September,2014, 19th November, 2014 and 13th February, 2015.

During the year, 05 meetings of the Committee of Executives were held for approving transfers and other related matters. The composition of the Committee of Executives and details of the meetings attended by the Members are as under:-

V Independent Directors' Meeting

During the year under review, the Independent Directors met on February 20, 2015 inter alia, to:

a) Review the performance of Non-Independent Directors and the Board as a whole

b) Review the performance of the Chairperson of the Company , taking into account the views of Executive Directors and Non-Executive Directors and

c) Assess the quality, quantity and timelines of flow of information between the Company management and the Board that is necessary for the Board to effectively and reasonably perform their duties.

All the Independent Directors attended the Meeting. Familiarization programme for Independent Directors

As and when a new Independent Director is appointed, the Company takes steps to familiarize the Independent Director with the Company, his/her roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company, etc., through various programmes.

The Directors are also explained in detail about the compliances required from them under the Companies Act, 2013, Clause 49 of the Listing Agreement and other relevant regulations. The details of such familiarization programme is being displayed on the website of the Company

VI Risk Management Committee

The Board of Directors has constituted the Risk Management Committee. The Risk Management Policy is structured so that potential risks may be identified and adequately assessed and reported so that timely and impact, controls are put in place to mitigate the risk by the officers of the Company who have been identified as "Risk Controllers" and are responsible to control the exposure and balance the impact of risk on a continuous basis. The Company Secretary acts as the Secretary to the Committee. VII. General Body Meetings:

(i) Location and time, where last three AGMs were held:

The last three AGMs were held on - 25th September,2012, at 11.00 am , 23rd September, 2013 at 11.30 a.m. and 30th December,2014 at 10.00 a.m. at Rama Watumull Auditorium, Dinshaw Wacha Road, K. C. College Hall, Churchgate, Mumbai - 400 020.

(ii)Whether special resolutions passed in the previous 3 AGMs: Yes

(iii)Whether special resolutions passed last year through postal ballot: No

(iv)Person who conducted the postal ballot exercise - N.A.

(v)Whether any special resolutions are proposed to be conducted through postal ballot - No

(vi)Procedure for postal ballot - N.A.

VIII. Disclosures:

(i)During the year under review, besides the transactions reported elsewhere in the Accounts, there were no other related party transactions of material nature by the Company with its promoters, directors, the management and their associates/ groups companies or relatives etc. that had a potential conflict with the interests of the Company at large.

(ii)The Company has complied with various rules and regulations prescribed by Stock Exchanges, Securities and Exchange Board of India or any other Statutory authority relating to the capital markets during the last three years. There were delays in filling the quarterly disclosures as mentioned in the secretarial audit report.

(iii)The Company has duly complied with all the mandatory requirements.

(iv)Compliance with non-mandatory requirements is furnished separately under the head 'Non-mandatory requirements'.

IX.Observance of the Secretarial Standards issued by the Institute of Company Secretaries of India

The Institute of Company Secretaries of India (ICSI), one of India's premier professional bodies, has issued Secretarial Standards on important aspects like Board meetings, General meetings, Payment of Dividend, Maintenance of Registers and Records, Minutes of Meetings, Transmission of Shares and Debentures, Passing of Resolutions by Circulation, Affixing of Common Seal and Board's Report. Although these standards, as of now, are recommendatory in nature, the Company normally adheres to these standards voluntarily.

XI .Code for Prevention of Insider Trading Practices:

In accordance, with the Securities and Exchange Board of India (Prohibition of Insider Trading) Regulations, 1992, the Board of Directors of the Company formulated the NRC Code of Conduct for Prevention of Insider Trading in the shares and securities of the Company by its employees. The NRC Code, inter alia, prohibits purchase/sale of shares by employees, while in possession of unpublished price sensitive information in relation

XII .Compliance Certificate

Compliance Certificate for Corporate Governance from Practising Company Secretary of the Company is given as "Annexure - I" to this report

XIII. Code of Conduct:

The Board of Directors has laid down a Code of Conduct for all the Board Members and Senior Management Personnel of the Company to ensure adherence to a high ethical professional conduct by them in the discharge of their duties. The Code of Conduct has also been posted onto the website of the Company. All the Board Members and Senior Management Personnel have affirmed compliance with the Code of Conduct for the year 31.03.2015. The said code of conduct is given as "Annexure II" to this Report.

XIV.General Shareholders Information:

Annual General Meeting

Date: 30th September, 2015 (Wednesday)

Time : 11.30 a.m.

Location : Rama & Sundri Waturmull Auditorium, K. C. College, Dinshaw Wacha Road, Churchgate, Mumbai – 400 020.

Financial calender : Year ending March 31, 2015

Date of Book Closure : 17-09-2015 to 30-09-2015

Listing of Stock Exchanges and Stock Code

: The Company’s securities are listed on the following two Stock Exchanges in India

Bombay Stock Exchange Limited, Phiroze Jeejeebhoy Towers Dalal Street, Mumbai - 400 001.

National Stock Exchange of India Ltd.

Exchange Plaza, Bandra-Kurla Complex, Bandra (E), Mumbai - 400 051.

Stock Code - Physical :

BSE - 503780

NSE – NRC

Company’s ISIN No.- Demat with NSDL & CDSL : INE953C01018

Share Transfer System : The Company has delegated the authority to approve shares received for transfer/Transmission to its RTA TSR Darashaw Ltd at the below mentioned address or at their branch offices which are available on their website.

Outstanding DRs/ ADRs/ Warrants or any Convertible instruments, conversion date and likely impact on equity : Not Applicable

Plant Location : Mohone - 421 102 Dist. Thane, Maharashtra Address for correspondence (i) Corporate & Registered Offi ce : NRC Limited 67, Gr. Floor, Surajmal Building, 75,Nakhoda Street, Pydhonie, Mumbai 400 003 Tel. (022) 23464458 Email:secretarial@nrclimited.com Website: www.nrclimited.com

(ii)Registrar and Transfer Agents : TSR Darashaw Ltd. 6-10, Haji Moosa Patrawala Industrial Estate, 20, Dr. E. Moses Road, Mahalaxmi, Mumbai – 400 011 Tel : 91 22 66568484 Fax : 91 22 66568494 Email ID: csg-unit@tsrdarashaw.com Website : www.tsrdarashaw.com

Dematerialistion of shares and liquidity:

The Company has arrangements with National Securities Depository Ltd. (NSDL) as well as the Central Depository Services (India) Ltd. (CDSL) for demat facility. Out of total share capital, 95.83% is dematerialized as on 31.03.2015.

Trading in Equity Shares of the Company is permitted only in dematerialized form w.e.f. 23.2.2001 as per the Notifi cation issued by Securities & Exchange Board of India.

Risk Management Framework:

The Company has laid down procedures to inform Board Members about the risk assessment and minimization procedures. These procedures are being reviewed periodically to ensure that the executive management controls risk through means of a properly defi ned framework.

Management Discussion & Analyses Report:

Management Discussion & Analyses Report given as a separate section after Directors Report.

B: Non-mandatory requirements:

(a) Shareholder Rights

Mailing of the half – yearly fi nancial performance including summary of the signifi cant events in the past six months to each household of shareholders would be taken up for implementation at an appropriate time.

b) Postal Ballot

Compliance with the Companies (Postal Ballot) Rules, 2001 will be made for obtaining shareholders’ approval to any items covered under the Rules and as required under the Act.

c) Other Non-Mandatory Requirements

Training of Board Members in the business model of the Company, mechanism of evaluating non-executive Board Members & establishing a Whistle Blower Policy. These would be complied with at an appropriate time.