Mar 31, 2025
The Directors are pleased to present the 62nd Annual Report of the Company along with the Audited financial statements
for the financial year ended March 31,2025.
|
Particulars |
2024-25 |
2023-24 |
|
Revenue from operations |
2,232.97 |
2,137.32 |
|
Other Income |
1813.40 |
1,651.94 |
|
Total Income |
4,046.37 |
3 ,789.26 |
|
Total expenditure |
2,219.34 |
1 ,794.53 |
|
Profit before tax |
1,827.03 |
1 ,994.73 |
|
Tax Expenses |
507.11 |
520.87 |
|
Profit for the year |
1,319.92 |
1 ,473.86 |
Revenue from operations during the financial year 2024-25 was '' 2,232.97 lakhs as against '' 2,137.32 lakhs during the
previous financial year. Total income increased to '' 4,046.37 lakhs for the year ended March 31,2025 as compared to ''
3,789.26 lakhs during the year ended March 31,2024. The net profit after tax for the financial year 2024-25 was '' 1,319.92
lakhs as compared to the '' 1,473.86 lakhs during the financial year 2023-24.
The Company does not have any ongoing project nor is any new project envisaged in the near future.
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred
to reserves during the year.
In terms of Regulation 43A of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulations, 2015, (âListing Regulations'') the Board of Directors of the Company (the âBoard'') has formulated and adopted
the Dividend Distribution Policy (the âPolicy'') which sets out the parameters and circumstances to be considered by the
Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The
Policy is available in the investor section of the Company''s website at www.nsil.net.in.
Pursuant to Section 92(3) read with Section 134(3)(a) of the Act, the Annual Return for FY25, in Form MGT-7 is available
on the Company''s website at www.nsil.net.in
The equity shares of the Company were voluntarily delisted from the Calcutta Stock Exchange with effect from February 1,
2025 vide their approval letter no. CSE/LD/DLL/1014/2025 dated January 31,2025.
There was no change in the authorized and paid-up share capital of the Company during financial year 2024-25.
Mr. Ravi Dodhia, Non-Executive Non-Independent Director retires by rotation and being eligible offers himself for
re-appointment. Necessary resolution for his re-appointment forms part of the accompanying AGM notice. A brief resume,
nature of expertise, details of directorships held in other companies along with his shareholding in the Company, as
stipulated under the Secretarial Standards and Listing Regulations is appended as an Annexure to the Notice of the
ensuing AGM.
Mr. Hitesh Marthak was appointed as Company Secretary and Compliance Officer of the Company w.e.f. January 16, 2025
in place of Ms. Sheetal Hambarde who resigned w.e.f. November 19, 2024.
⢠Mr. Darshan Multani, Chief Executive Officer
⢠Mr. Rameshchandra Chechani, Chief Financial Officer
⢠Mr. Hitesh Marthak, Company Secretary and Compliance Officer
Declarations by Independent Directors
The Company has received declarations from all Independent Directors, confirming that they meet the criteria of
independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation
16 of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have
confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could
impair or impact their ability to discharge their duties with an objective independent judgement and without any external
influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and that
they have registered their names in the Independent Directors Databank.
The Familiarization program aims to provide insight to the Independent Directors to understand the business of the
Company. Upon induction / appointment, the Independent Directors are familiarized with their roles, responsibilities and
duties. Details of the familiarization programmes imparted to independent directors can be accessed at www.nsil.net.in/
investor-relation/ policies.
The Board has an optimum combination of Executive and Non-Executive Directors including woman directors and conforms
to the provisions of the Act and Listing Regulations. As on March 31,2025, the Board comprised seven Directors, out of
which three are Non-Executive Non-Independent Directors and four are Non- Executive Independent Directors. There is
one-woman independent director on the Board. The composition of the Board of the Company as on March 31,2025 was
as under: -
|
Sr. No. |
Name of the Director(s) |
Category of Directorship |
|
1. |
Ms. Smita Ghag |
Chairperson - Non-Executive - Non-Independent Director |
|
2. |
Mr. Ravi Dodhia |
Non-Executive - Non-Independent Director |
|
3. |
Mr. Prakash Vaghela |
Non-Executive - Independent Director |
|
4. |
Mr. Bhushan Shah |
Non-Executive - Independent Director |
|
5. |
Mr. Vinod Shah |
Non-Executive - Independent Director |
|
6. |
Ms. Ritika Bhalla |
Non-Executive - Independent Director |
|
7. |
Mr. Kurian Arimpur |
Non-Executive - Non-Independent Director |
Details on board composition, attendance, evaluation and board committees are provided in the Report on Corporate
Governance which forms a part of this Annual Report.
In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent
Directors of the Company met separately on Tuesday, March 25, 2025.
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant
to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs
from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes,
information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from
the committee members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria
such as the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, Chairperson and the Board as
a whole was evaluated, taking into account the views of the directors. Performance evaluation of Independent directors
was done by the entire Board, excluding the Independent director being evaluated.
Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act. The
Annual CSR Report is attached as Annexure I to the Board''s report. The Board has adopted a CSR Policy which is
available on the Company''s website at https://www.nsil.net.in/investor-relation/policies. Salient features of the Policy are
set out in Annexure II to the Board''s Report.
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing
Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and
independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration
of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a
Nomination and Remuneration Policy which is available on the Company''s website at www.nsil.net.in. Salient features of
the Policy are reproduced in Annexure III to the Board''s Report.
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the 58th Annual
General Meeting held on September 24, 2021, for a second term of five consecutive years and hold office till the conclusion
of the Annual General Meeting to be held in the FY 2026.
The statutory auditor''s report for financial year 2024-25 does not contain any qualifications, reservations or adverse
remarks. The Auditor''s report is enclosed with the financial statements with this Annual Report. No frauds have been
reported by the Auditor during financial year 2024-25.
Pursuant to the provisions of Section 204 of the Act read with the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014, Shravan A. Gupta & Associates, Practicing Company Secretaries (PCS no. 9990) was appointed
as Secretarial Auditor to conduct a secretarial audit of records and documents of the Company for financial year 2024-
25.The Secretarial Audit Report for financial year 2024-25 does not contain any qualifications, reservations or adverse
remarks, which is annexed as Annexure IV the Board''s Report.
Further, in terms of the regulatory requirements, Shravan A. Gupta & Associates, Practicing Company Secretaries (PCS
no. 9990) has issued the Annual Secretarial Compliance Report for financial year 2024-25, confirming compliance by the
Company of the applicable SEBI regulations and circulars/guidelines issued thereunder.
In terms of the Listing Regulations, with effect from April 1,2025, a listed entity is required to seek shareholders'' approval
for appointment of Secretarial Auditor. Accordingly, the Board has approved and recommended the appointment of
Shravan A. Gupta & Associates, Practicing Company Secretary (ICSI Unique Number: S2013MH230000/Peer Review No.
2140/2022), as Secretarial Auditor of the Company for a first term of 5 (five) years beginning from financial year 2025-26.
Necessary resolution for this appointment forms part of the accompanying Notice of the AGM.
The provisions of Cost audit as prescribed under Section 148 of the Act are not applicable to the Company for the financial
year 2024-25.
In terms of Section 134 of the Companies Act, 2013, the particulars of Loans, Guarantees and Investments made by the
Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.
Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by
the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year
under review were in the ordinary course of business and have been transacted at arms'' length basis. The Related Party
Transactions Policy is available on our website at http://www.nsil.net.in/investor-relation/policies. Disclosures as required
pursuant to Para A of Schedule V of the Listing regulations form part of the Audited Financial Statements for financial year
2024-25.
All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. There are no
related party transactions during the financial year 2024-25 which are required to be reported in Form AOC-2.
The Company is a subsidiary of Lodha Developers Limited (Formerly known as Macrotech Developers Limited). During the
year, under review, the Company did not have any subsidiary, joint ventures or associate companies. The ultimate holding
company is Sambhavnath Infrabuild and Farms Private Limited.
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these
risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment,
Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions
are systematically addressed through mitigating actions on a continuing basis.
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity
of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor. The Board
/ Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment. These systems
provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes,
safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records
and ensuring compliance with corporate policies.
The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation
22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine
concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The
said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and
makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil
Mechanism / Whistle Blower Policy is posted on the Company''s website at http://www.nsil.net.in/investor-relation/policies.
During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration
of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw
any remuneration (other than sitting fees) and Key Managerial Personnel have been deputed by the Holding Company. The
provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of
Managerial Personnel) Rules, 2014, as amended from time to time also do not apply as there are no employees.
The Company currently has no ongoing project and therefore disclosures pertaining to conservation of energy and
technology absorption are not applicable to your Company during the year under review. The Company remains committed
to optimization of energy usage. During the financial year 2024-25, the Company neither earned any foreign exchange in
terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
The Corporate Governance Report, pursuant to the requirements of Regulation 34 of the Listing Regulations, forms part
of this Annual Report. A certificate from Shravan A Gupta & Associates, Practicing Company Secretary, Secretarial auditor
confirming compliance of conditions of Corporate Governance during financial year 2024-25 as stipulated under the Listing
Regulations is included therein this Annual Report.
Pursuant to Regulation 34 of the Listing Regulations, the Management Discussion and Analysis for the year under review,
is presented in a separate section and forms part of this Annual Report.
The Business Responsibility and Sustainability Report pursuant to Regulation 34 of the Listing Regulations, forms part
of this Annual Report. The Company does not have any ongoing project nor is any envisaged in the near future. The
revenue is derived from sale of inventory of a past real estate project which was completed in 2018. The Company has no
employees or workers. The Key Managerial Personnel are on deputation from the holding company, Lodha Developers
Limited (Formerly known as Macrotech Developers Limited). In view of this, the Company is reporting only on Essential
Indicators and Leadership Indicators to the extent applicable for FY25.
Your Directors state that for the financial year ended March 31,2025, no disclosure is required in respect of the following
items and accordingly confirm as under:
1. The Company has neither revised the financial statements nor the Board''s report.
2. There was no change in the authorized and paid-up share capital of the Company.
3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and
Redressal) Act, 2013 and Maternity Benefits Act, 1961 were not applicable to the Company.
4. There are no material changes or commitments affecting the financial position of the Company between March 31,
2025 and the date of this report.
5. The Company has not accepted any deposits.
6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern
status and Company''s operations in future.
8. There was no change in the nature of the business of the Company.
9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.
10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honorable NCLT.
11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries
of India.
12. There were no instances of one-time settlement with any bank or financial institution.
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:
a. In the preparation of the Annual accounts for the Financial Year ended March 31, 2025, the applicable accounting
standards read with the requirements set out under Schedule III to the Act, have been followed and there are no
material departures thereof;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31,
2025 and of the profit and loss of the Company for the FY ended on that date;
c. they 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;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls
are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such
systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
For and on behalf of the Board
National Standard (India) Limited
Chairperson Director
DIN: 02447362 DIN: 09194577
Date : July 17, 2025
Place : Mumbai
Mar 31, 2024
The Directors are pleased to present the 61st Annual Report of the Company along with the audited financial statements for the financial year ended March 31,2024.
FINANCIAL HIGHLIGHTS
|
(Rs. In lakhs) |
||
|
Particulars |
2023-24 |
2022-23 |
|
Revenue from operations |
2,137.32 |
1,734.50 |
|
Other Income |
1,651.94 |
1,057.59 |
|
Total Income |
3,789.26 |
2,792.09 |
|
Total expenditure |
(1,794.53) |
(1,590.32) |
|
Profit before tax |
1,994.73 |
1,201.77 |
|
Tax Expenses |
(520.87) |
(377.00) |
|
Profit for the year |
1,473.86 |
824.77 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the Financial Year 2023-24 was Rs 2,137.32 lakhs as against Rs 1,734.50 lakhs during the previous financial year. Total income increased to Rs 3,789.26 lakhs for the year ended March 31,2024 as compared to Rs 2,792.09 lakhs during the year ended March 31,2023.The net profit after tax for the financial year 2023-24 was Rs 1,473.86 lakhs as compared to the Rs 824.77 lakhs during the financial year 2022-23.
The Company''s real estate development project was completed in 2018. The Company presently does not have any ongoing project nor is any new project envisaged in the near future. The revenue from operations arises out of sale of balance inventory of the Company''s project which was completed in FY 2018-19.
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (âListing Regulations'') the Board of Directors of the Company (the âBoard'') formulated and adopted the Dividend Distribution Policy (the âPolicy'') which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is available in the investor section of the Company''s website at www.nsil.net.in.
Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31,2024 is available on the Company''s website at www.nsil.net.in.
There was no change in the authorized and paid-up share capital of the Company during Financial Year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retiring by rotation
Ms Smita Ghag, Director retires by rotation and being eligible offers herself for reappointment. Necessary resolution for her reappointment forms part of the accompanying AGM notice. A brief resume, nature of expertise, details of directorships held in other companies along with her shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations is appended as an Annexure to the Notice of the ensuing AGM.
Key Managerial Personnel
Ms. Sheetal Hambarde was appointed as Company Secretary & Compliance Officer on December 12, 2023 in place of Ms. Madhur Mittal who resigned as Company Secretary & Compliance Officer on September 15, 2023.
Key Managerial Personnel of the Company as per Section 203 of the Act, as on March 31, 2024 are
⢠Mr. Darshan Multani, Chief Executive Officer
⢠Mr. Rameshchandra Chechani, Chief Financial Officer
⢠Ms. Sheetal Hambarde, Company Secretary
Declarations by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company''s Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any order of SEBI or other regulator. The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.
The Board has an optimum combination of Executive and Non-Executive Directors including woman directors and conforms to the provisions of the Act and Listing Regulations. As on March 31,2024, the Board comprised seven Directors, of which three are Non-Executive Non-Independent Directors and four are Non- Executive Independent Directors. There is one-woman independent director on the Board. The composition of the Board of the Company as on March 31,2024 was as under: -
|
Sr. No. |
Name of the Director(s) |
Category of Directorship |
|
1. |
Ms. Smita Ghag |
Non-Independent, Non-Executive |
|
2. |
Mr. Ravi Dodhia* |
Non-Independent, Non-Executive |
|
3. |
Mr. Prakash Vaghela |
Independent, Non-Executive |
|
4. |
Mr. Bhushan Shah |
Independent, Non-Executive |
|
5. |
Mr. Vinod Shah |
Independent, Non-Executive |
|
Sr. No. |
Name of the Director(s) |
Category of Directorship |
|
6. |
Ms. Ritika Bhalla |
Independent, Non-Executive |
|
7. |
Mr. Kurian Arimpur |
Non-Independent, Non-Executive |
âAppointed as director w.e.f. July 12, 2023
Details on board composition, attendance, evaluation and board committees are provided in the Report on Corporate Governance which forms part of this Annual Report.
Independent Directorsâ Meeting
In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent Directors of the Company met separately on March 29, 2024.
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, Chairperson and the board as a whole was evaluated, taking into account the views of the directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act. The Annual CSR Report is attached as Annexure I to the Board''s report. The Board has adopted a CSR Policy which is available on the Company''s website at www.nsil.net.in/investor-relation/policies. Salient features of the Policy are set out in Annexure II to the Board''s Report.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company''s website at www.nsil.net.in. Salient features of the Policy are reproduced in the operations of the company are not energy intensive however the Company is committed to optimization of energy usage to the Board''s Report.
AUDITORS & AUDITORâS REPORTStatutory Auditors & Auditorâs Report
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the 58th Annual General Meeting held on September 24, 2021, for a second term of five consecutive years and hold office till the conclusion of the Annual General Meeting to be held in the FY 2026.
The statutory auditor''s report for Financial year 2023-24 does not contain any qualifications, reservations or adverse remarks. The Auditor''s report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during Financial year 2023-24.
Secretarial Auditor & 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, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct a secretarial audit for the Financial year 2023-24.
The Secretarial Audit Report for Financial year 2023-24 does not contain any qualifications, reservations or adverse remarks.
The Secretarial Audit Report of the Company is provided in Annexure IV to the Board''s Report.
COST AUDITOR & COST AUDIT REPORT
The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company for the Financial year 2023-24.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.
Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review were in the ordinary course of business and have been transacted at arms'' length basis. The Related Party Transactions Policy is available on the Company''s website at www.nsil.net.in/investor-relation/policies. Disclosures as required pursuant to Para A of Schedule V of the Listing regulations form part of the Audited Financial Statements for Financial year 2023-24.
All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. The material related party transactions during the Financial Year 2023-24 are as set out in Form AOC-2 annexed to this Board''s Report.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Macrotech Developers Limited. During the year under review, the Company did not have any subsidiary, joint ventures or associate companies.
RISK MANAGEMENT AND INTERNAL CONTROLSRisk Management
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor. The Board / Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Company''s website www.nsil.net.in/investor-relation/policies. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company. The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company currently has no ongoing project and therefore disclosures pertaining to conservation of energy and technology absorption are not applicable to your Company during the year under review. The Company remains committed to optimization of energy usage During the Financial Year 2023-24, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Act, Report on Corporate Governance and Practicing Company Secretary''s Certificate thereon are included with this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report forms a part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report pursuant to regulation 34 of the Listing Regulations, forms part of the Annual Report. The Company does not have any ongoing project nor is any envisaged in the near future. The revenue is derived from sale of inventory of a past real estate project which was completed in 2018. The Company has no employees or workers. The Key Managerial Personnel are on deputation from the holding company, Macrotech Developers Limited. In view of this, for FY 2023-24, the Company is reporting only on Essential Indicators and Leadership Indicators to the extent applicable.
Your Directors state that for the financial year ended March 31,2024, no disclosure is required in respect of the following
items and accordingly confirm as under:
1. The Company has neither revised the financial statements nor the Board''s report.
2. There was no change in the authorized and paid-up share capital of the Company.
3. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.
4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024 and the date of this report.
5. The Company has not accepted any deposits.
6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company''s operations in future.
8. There was no change in the nature of the business of the Company.
9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.
10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honorable NCLT.
11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
DIRECTORSâ RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:
a. in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the Financial year ended on that date;
c. they 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;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and
f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
Mar 31, 2022
The Directors are pleased to present the 59th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2022.
FINANCIAL HIGHLIGHTS
|
Rs. In Lakhs |
||
|
Particulars |
FY2022 |
FY 2021 |
|
Revenue from operations |
2,546.36 |
1,685.82 |
|
Other income |
1,938.61 |
1,450.99 |
|
Total Income |
4,484.97 |
3,136.81 |
|
Total Expenditure |
1,093.47 |
1,561.77 |
|
Profit before tax |
3,391.50 |
1,575.04 |
|
Tax Expenses |
(930.68) |
(469.72) |
|
Net Profit for the year |
2,460.82 |
1,105.32 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the financial year 2021-22 was ? 2,546.36 lakhs as against ? 1,685.82 lakhs during the previous financial year. Total revenue increased to ? 4,484.97 lakhs for the year ended March 31, 2022 as compared to ? 3,136.81 lakhs during the year ended March 31, 2021.The net profit after tax for the financial year 2021-22 was ? 2,460.82 lakhs as compared to the ? 1,105.32 lakhs during the financial year 2020-21.
Since the Company does not have any ongoing project, there is no impact on the Company of outbreak of Covid-19.
A Scheme of Amalgamation of the Company, Sanathnagar Enterprises Limited, and National Standard (India) Limited with Macrotech Developers Limited (holding company of the Company) was filed on January 30, 2022. Further, details on the scheme are provided in Note 42 to the Financial Statements.
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.
Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2022 is available on the Company''s website at www.nsil.net.in.
There was no change in the authorized and paid-up share capital of the Company during financial year 2021-22.
DIRECTORS AND KEY MANAGERIAL PERSONNEL Retiring by rotation
Ms Smita Ghag, Director retires by rotation and being eligible offers herself for reappointment.
Ms Ritika Bhalla (DIN: 09668373) was appointed as an Additional Director of the Company with effect from July 12, 2022 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) in accordance with Section 161(1) of the Act and the Articles of Association. She was also appointed as an Independent Director for a period of 5 years with effect from July 12, 2022 and holds office upto the date of the forthcoming AGM. A notice under Section 160(1) of the Act has been received from a Member signifying the intention to propose her appointment as a Director and the Board recommends her appointment to the shareholders.
Mr Prakash Vaghela (DIN: 07768595) was appointed as an independent director for a first term of five years effective February 9, 2018. His office of directorship is due for retirement on February 8, 2023. Based on the recommendation of the NRC and after taking into account the performance evaluation during his first term of five years and considering his knowledge, acumen, expertise, experience, integrity, proficiency and substantial contribution made to the Company during his tenure, the Board at its meeting held on April 14,2022 approved the reappointment of Mr. Prakash Vaghela as an independent director of the Company with effect from February 9, 2023 to February 8, 2028, whose office shall not be liable to retire by rotation. A notice under Section 160(1) of the Act has been received from a Member signifying the intention to propose his appointment as a Director and the Board recommends his reappointment to the shareholders.
The Company has received declarations under section 149 of the Act from all independent directors confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations and also with the Company''s Code of Conduct. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company which could potentially conflict with the interests of the Company at large.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:
⢠Mr. Darshan Multani, Chief Executive Officer
⢠Mr. Rameshchandra Chechani, Chief Financial Officer
⢠Ms. Madhur Mittal, Company Secretary
During the financial year ended March 31, 2022, six Board Meetings were held; on April 26, 2021, July 20, 2021, September 24, 2021, October 13, 2021, January 11, 2022 and January 25, 2022.
Details on board composition, attendance, evaluation and board committees are available in the Report on Corporate Governance which forms a part of this Annual Report.
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board, Board Oversight and effectiveness, performance of Board Committees, Board skills and structure, etc. Separate exercise was carried out to evaluate the performance of individual
Directors on various parameters and procedure as prescribed in Company''s âPolicy on Evaluation of Performance of Boardâ. Performance of the board was evaluated after seeking inputs from all the directors. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of various parameters as stated.
In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act. The Annual CSR Report is attached as Annexure I to this report. The Board has adopted a CSR Policy which is available on the Company''s website at http://www.nsil.net.in/investor-relation/policies. Salient features of the Policy are set out in Annexure II to this Report.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company''s website at www.nsil.net.in. Salient features of the Policy are reproduced in Annexure III to this Report.
AUDITORS & AUDITOR''S REPORTStatutory Auditors & Auditor''s Report
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the 58th Annual General Meeting held on September 24, 2021, for a term of five consecutive years and hold office till the conclusion of the Annual General Meeting for FY 2026.
The statutory auditor''s report for financial year 2021-22 does not contain any qualifications, reservations or adverse remarks. The Auditor''s report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during financial year 2021-22.
Secretarial Auditor & 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, Sharatkumar Shetty, Practicing Company Secretary (Membership No. 31888 and COP No. 18123) was appointed as Secretarial Auditor to conduct a secretarial audit of records and documents of the Company for financial year 2021-22.
The Secretarial Audit Report for financial year 2021-22 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report of the Company is provided in Annexure IV to this Report
COST AUDITOR & COST AUDIT REPORT
The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year 2021-22.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.
Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review, were in the ordinary course of business and have been transacted at arms'' length basis. The Related Party Transactions Policy is available on our website at http://www.nsil.net.in/investor-relation/policies. Disclosures as required pursuant to para A of Schedule V of the Listing regulations form part of the Audited Financial Statements for FY22
Members approval for material Related Party Transaction, as defined under Regulation 23 of the Listing Regulations has been obtained at the 57th AGM.
All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. There are no related party transactions during the financial year 2021-22 which are required to be reported in Form AOC-2.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. During the year, under review, the Company did not have any subsidiary, joint ventures or associate companies.
RISK MANAGEMENT AND INTERNAL CONTROLS Risk Management
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor. The Board / Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Company''s website http://www.nsil.net.in/investor-relation/policies.
The Company does not have any employees as on March 31, 2022.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company.
The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are furnished in Annexure V to this report.
During the financial year 2021-22, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Act, Report on Corporate Governance and Practicing Company Secretary''s Certificate thereon are included in the Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report forms a part of this Annual Report.
BUSINESS RESPONSIBILITY REPORT
The Company was not included in the top 1,000 companies by market cap on March 31, 2021 on BSE Ltd. The requirement of presenting a Business Responsibility Report is therefore not applicable for FY 2022. The Company is included in the top 1,000 companies by market cap on March 31,2022, therefore Business Responsibility Report is applicable from financial year 2022-23.
Your Directors state that for the financial year ended March 31, 2022, no disclosure is required in respect of the following items and accordingly confirm as under:
a. The Company has neither revised the financial statements nor the Board''s report.
b. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.
c. There are no material changes or commitments affecting the financial position of the Company between March 31, 2022 and the date of this report.
d. The Company has not accepted any deposits.
e. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
f. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status
and Company''s operations in future.
g. There was no change in the nature of the business of the Company.
h. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.
i. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honorable NCLT.
j. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:
a. in the preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures;
b. Directors had selected such accounting policies and applied them consistently and made judgments and estimates that
are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the
financial year and of the profit of the Company for that year;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. 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; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
For and on behalf of the Board
National Standard (India) Limited
Chairperson Director
DIN: 02447362 DIN: 07484485
Date: July 12, 2022
Place : Mumbai
Mar 31, 2021
The Directors are pleased to present the 58th Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2021.
FINANCIAL HIGHLIGHTS
|
'' In Lakhs |
||
|
Particulars |
Financial Year |
Financial Year |
|
Ended March 31, |
Ended March 31, |
|
|
2021 |
2020 |
|
|
Revenue from operations |
1,685.82 |
538.80 |
|
Other income |
1,450.99 |
946.16 |
|
Total Income |
3,136.81 |
1,484.96 |
|
Finance cost |
21.14 |
13.21 |
|
Total Expenditure |
1,561.77 |
656.11 |
|
Profit before tax |
1,575.04 |
828.85 |
|
Tax Expenses |
(469.72) |
(176.28) |
|
Net Profit for the year |
1,105.32 |
652.57 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the financial year 2020-21 was '' 1,685.82 lakhs as against '' 538.80 lakhs during the previous financial year. Total revenue increased to '' 3,136.81 lakhs for the year ended March 31,2021 as compared to '' 1,484.96 lakhs during the year ended March 31, 2020.The net profit after tax for the financial year 2020-21 was '' 1,105.32 lakhs as compared to the '' 652.57 lakhs during the financial year 2019-20.
There is no material impact of outbreak of Covid-19 on the business of the Company.
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.
Pursuant to Section 92(3) of the Companies Act, 2013 and rule 12(1) of the Companies (Management and Administration) Rules, 2014, Annual Return of the Company for the year ended on March 31, 2021 is available on the Company''s website at www.nsil.net.in.
There was no change in the authorized and paid-up share capital of the Company during financial year 2020-21. DIRECTORS AND KEY MANAGERIAL PERSONNEL Retiring by rotation
As per the provisions of the Companies Act, 2013 and Articles of Association of the Company, Mr. K L Arimpur, Director retires by rotation and being eligible offers himself for reappointment.
Mr. Bhushan Shah was appointed as an Independent Director pursuant to Section 149 of the Companies Act 2013 read with the Companies (Appointment & Qualification of Directors) Rules 2014, by the shareholders at the 53rd Annual General Meeting held on September 29, 2016 to hold office upto July 5, 2021 (âFirst Term as per the explanation to Section 149 (10) & (11) of the Act). The Nomination & Remuneration Committee at its Meeting held on April 26, 2021, after taking into account the performance evaluation of Mr. Bhushan Shah during his first term of five years and considering his knowledge, acumen, expertise and experience in his field and the substantial contribution made by him during his tenure as an Independent Director, has recommended to the Board that re-appointment of Mr. Bhushan Shah as Independent Director on the Board of the Company, to hold office for a second term of five consecutive years commencing from July 6, 2021 to July 5, 2026 (not liable to retire by rotation) would be in the best interests of the Company.
Manesh Jhunjhunwala (DIN 01748413) was appointed as an Additional Director of the Company with effect from July 20, 2021 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) in accordance with Section 161(1) of the Act and the Articles of Association. He was also appointed as an Non-Executive and Non-Independent Director for a period of 5 years with effect from July 20, 2021 and holds office upto the date of the forthcoming AGM. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose his appointment as a Director.
Mr. Vinod Shah (DIN 00127085) was appointed as an Additional Director of the Company with effect from July 20, 2021 by the Board of Directors on the recommendation of the Nomination and Remuneration Committee (NRC) in accordance with Section 161(1) of the Act and the Articles of Association. He was also appointed as an Independent Director for a period of 5 years with effect from July 20, 2021 and holds office upto the date of the forthcoming AGM. A notice under Section 160(1) of the Act has been received from a Member signifying its intention to propose his appointment as a Director.
The Nomination and Remuneration Committee has also satisfied itself with regards to integrity, expertise and experience (including the proficiency) of the independent directors.
The Company has received declarations under section 149 of the Act from all independent directors confirming that they meet the criteria of independence prescribed under the Act and the Listing Regulations. In the opinion of the Board, they fulfil the conditions of independence as specified in the Act and the Listing Regulations and are independent of the management.
None of the Non-Executive Directors had any pecuniary relationship or transaction with the Company which could potentially conflict with the interests of the Company at large.
Key Managerial PersonnelCessation
Mr. Chirag Sarvaiya resigned from the post of Chief Executive officer from the close of business hours on September 3, 2020. The Board places on record its appreciation for the services rendered by him during his tenure as Chief Executive officer.
Mr. Darshan Multani was appointed as a Chief Executive officer, with effect from September 3, 2020
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company as on the date of this report:
⢠Mr. Darshan Multani, Chief Executive Officer
⢠Mr. Rameshchandra Chechani, Chief Financial Officer
⢠Ms. Madhur Mittal, Company Secretary
During the financial year ended March 31, 2021, four Board Meetings were held; on June 9, 2020, September 3, 2020, November 4, 2020, and January 21, 2021
Details on board composition, attendance, evaluation and board committees are available in the Report on Corporate Governance which forms a part of this Annual Report.
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. The Evaluation process focused on various aspects of the functioning of the Board and Committees such as composition of the Board, Board Oversight and effectiveness, performance of Board Committees, Board skills and structure, etc. Separate exercise was carried out to evaluate the performance of individual Directors on various parameters and procedure as prescribed in Company''s âPolicy on Evaluation of Performance of Boardâ. Performance of the board was evaluated after seeking inputs from all the directors. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of various parameters as stated.
In a separate meeting of independent directors, performance of non-independent directors and the board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Companies Act. The contents of the CSR policy and revised format of CSR Report, notified in the Companies (Corporate Social Responsibility Policy) Amendment Rules, 2021 dated January 22, 2021, is attached as Annexure I to this report. The Board has adopted a CSR Policy which is available on the Company''s website at http://www.nsil.net.in/investor-relation/policies Salient features of the Policy are set out in Annexure II to this Report.
POLICY ON NOMINATION & REMUNERATION OF DIRECTORS, KMPS & OTHER EMPLOYEES
In terms of the provisions of Section 178(3) of the Act and Regulation 19 read with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company''s website at www.nsil.net.in. Salient features of the Policy are reproduced in Annexure III to this Report.
AUDITORS & AUDITOR''S REPORTStatutory Auditors & Auditor''s Report
MSKA & Associates, Chartered Accountants were appointed as Statutory Auditors of your Company at the 53rd Annual General Meeting held on September 29, 2016, for a term of five consecutive years and hold office till the conclusion of the forthcoming Annual General Meeting.
The Board of Directors at its meeting held on April 26, 2021, after considering the recommendations of the Audit Committee, has recommended the re-appointment of MSKA & Associate as the Statutory Auditors of the Company, for approval of the Members, to hold office for a period of five consecutive years, from the conclusion of the ensuing 58th Annual General Meeting until the conclusion of the 63rd Annual General Meeting to be held in the calendar year 2026.
The Company has received letter from them to the effect that their appointment is valid and within the prescribed limits under Section 141(3)(g) of the Companies Act, 2013 and that they are eligible and not disqualified from appointment.
A resolution proposing re-appointment of MSKA & Associates, Chartered Accountants as the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act, 2013 forms part of the Notice of Annual General Meeting.
The statutory auditor''s report for financial year 2020-21 does not contain any qualifications, reservations or adverse remarks. The Auditor''s report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during financial year 2020-21.
Secretarial Auditor & 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, Sharatkumar Shetty, Practicing Company Secretary (Membership No. 31888 and COP No. 18123) was appointed as Secretarial Auditor to conduct a secretarial audit of records and documents of the Company for financial year 2020-21.
The Secretarial Audit Report for financial year 2020-21 does not contain any qualifications, reservations or adverse remarks. The Secretarial Audit Report of the Company is provided in Annexure IV to this Report
COST AUDITOR & COST AUDIT REPORT
The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company for the financial year 2020-21.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.
All related party transactions of the Company are at arm''s length basis and are in the ordinary course of business. None of the related party transactions entered into by the Company were in conflict with the Company''s interest. There are no materially significant related party transactions made by the Company with Promoters, Directors or Key Managerial Personnel etc. which may have potential conflict with the interest of the Company at large.
Members approval for material Related Party Transaction, as defined under Regulation 23 of the Listing Regulations has been obtained at the 57th AGM, further one time approval for ratifying Related Party Transaction is recommended for approval of Members at the ensuing Annual General Meeting.
As required under Regulation 23 of the Listing Regulations, the Company has formulated a Related Party Transactions Policy which is available on the website of the Company at http://www.nsil.net.in/investor-relation/policies
All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. There are no related party transactions during the financial year 2020-21 whichare required to be reported in Form AOC-2.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Ananthnath Constructions and Farms Private Limited, which in turn is a subsidiary of Macrotech Developers Limited. The ultimate holding company is Sambhavnath Infrabuild and Farms Private Limited. During the year, under review, the Company did not have any subsidiary, joint ventures or associate companies.
RISK MANAGEMENT AND INTERNAL CONTROLS Risk Management
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis.
Internal Controls and their adequacy
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor and cover all offices, sites and key business areas. Significant audit observations and follow up actions thereon are reported to the Board/ Audit Committee. The Board / Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company''s Whistle Blower Policy is in line with the provisions of Section 177 of the Companies Act, 2013 and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company''s Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases.
The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Company is committed to adhere to the highest standards of ethical, moral and legal conduct of business operations. The Vigil Mechanism / Whistle Blower Policy is posted on the Company''s website http://www.nsil.net.in/investor-relation/policies.
The Company does not have any employees as on March 31, 2021.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than sitting fees) and key managerial personnel have been deputed by the holding company.
The provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The particulars as required under the provisions of Section 134(3) (m) of the Companies Act, 2013 read with Rule 8 of the Companies (Accounts) Rules, 2014 in respect of conservation of energy and technology absorption are furnished in Annexure V to this report.
During the financial year 2020-21, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Act, a Management Discussion & Analysis
Statement, Report on Corporate Governance and Practicing Company Secretary''s Certificate thereon are included in the
Annual Report.
Your Directors state that for the financial year ended March 31, 2021, no disclosure is required in respect of the following items
and accordingly confirm as under:
a. The Company has neither revised the financial statements nor the Board''s report.
b. As there are no employees, the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013 is not applicable to the Company.
c. There are no material changes or commitments affecting the financial position of the Company between March 31, 2021 and the date of this report.
d. No cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal Act, 2013. The Company has complied with provisions relating to the constitution of Internal Complaints Committee under this Act.
e. The Company has not accepted any deposits during financial year 2020-21.
f. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
g. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company''s operations in future.
h. During the financial year 2020-21 there was no change in the nature of the business of the Company.
i. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise during the financial year 2020-21.
j. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honorable NCLT
k. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India during the financial year 2020-21.
l. Business Responsibility Report is not applicable to the company for the financial year ended March 31, 2021.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report forms a part of this Annual Report.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act, the Board of Directors, to the best of its knowledge and ability, confirms that:
a. in the preparation of the annual accounts the applicable accounting standards had been followed and there are no material departures;
b. Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company at the end of the financial year and of the profit of the Company for that year;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. 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; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
For and on behalf of the Board National Standard (India) Limited
Date : July 20, 2021 Smita Ghag Bhushan Shah
Place: Mumbai Chairperson Director
DIN: 02447362 DIN: 07484485
Mar 31, 2018
Dear Members,
The Directors are pleased to present the 55th Annual Report of the Company alongwith the audited financial statements for the financial year ended March 31, 2018.
Financial Results
The Company''s performance during the financial year ended March 31, 2018 as compared to the previous financial year, is summarized below:
(Rs. in lakhs)
|
Particulars |
Financial Year Ended March 31, 2018 |
Financial Year Ended March 31, 2017 |
|
Revenue from operations |
3,548.61 |
11,133.52 |
|
Other income |
1,226.34 |
2,320.86 |
|
Total Income |
4,774.95 |
13,454.38 |
|
Less : Total Expenses |
3,056.02 |
6,286.82 |
|
Profit before tax |
1,718.93 |
7,167.56 |
|
Less: Tax Expenses |
(606.63) |
(3,025.67) |
|
Net Profit for the year |
1,112.30 |
4,141.89 |
The State of Company''s Affairs
During the financial year 2017-18, total income decreased by 64.51% to Rs.4,774.95 lakhs from Rs.13,454.38 lakhs for the financial Year 2016-17.
Total expenses decreased by 51.39% to Rs.3,056.02 lakhs for the financial year 2017-18 from Rs.6,286.82 lakhs for the financial year 2016-17.
The net profit after tax for the financial year 2017-18 has decreased by 73.15% to Rs.1,112.30 lakhs as compared to the net profit of Rs.4,141.89 lakhs during the financial year 2016-17.
Dividend
With a view to plough back the profits of the Company into the business operations, the Board of Directors do not recommend any dividend for the financial year under review.
Business Overview and Operations
The Company has undertaken an aspirational residential project by the name of Lodha Grandezza in the central business district of Thane, Wagle Estate. The Project comprises twin 18 storey residential towers in a mixed use development with three commercial Supremus towers comprising of chic boutique offices with spaces in the range of 2,000 square feet to 20,000 square feet. The target client profile of this project is the higher/upper middle income segment of the market.
âLodha Excellenciaâ, a premium residential project, with 20-storeyed towers with 2 & 3 BHK Garden Luxury Air-conditioned apartments in Thane, strategically located for easy connectivity was delivered in 3 years.
Corporate Milestones
- Trading in the Company''s shares, which was suspended since year 2003 has been revoked by BSE Limited with effect from May 12, 2017 and The Calcutta Stock Exchange Limited w.e.f March 29, 2018.
- Delisting of Equity Shares
During the Financial Year 2017-18, the Company has received a letter dated December 18, 2017 from Anantnath Constructions and Farms Private Limited, Promoter of the Company, expressing its intention to acquire the Equity Shares held by the public shareholders of the Company by providing an exit opportunity in accordance with the Delisting Regulations in order to voluntarily delist the Company''s Equity Shares from BSE Limited and The Calcutta Stock Exchange Limited.
Accordingly, the Board of Directors at its Meeting held on February 14, 2018 and the Shareholders on March 17, 2018 had approved the Delisting Proposal by way of Postal Ballot.
Extract of Annual Return
Pursuant to Section 92(3) of the Companies Act, 2013 (âthe Act'') and rule 12(1) of the Companies (Management and Administration) Rules, 2014, extract of annual return is annexed as Annexure I.
Changes in Share Capital
During the financial year 2017-18, there has been no change in the equity share capital of the Company.
Directors and Key Managerial Personnel
Mr. Umashankar Hegde resigned as Independent Director of your Company w.e.f. November 9, 2017. Mr. Prakash Vaghela was appointed as Independent Director w.e.f. February 9, 2018
In terms of Section 149 of the Act, Mr. Prakash Vaghela and Mr. Bhushan Shah are the Independent Directors of your Company. The Company has received declarations from both the Independent Directors confirming that they meet the criteria of independence as prescribed under the Act.
As per the provisions of the Companies Act, 2013, Mr. Narinder Pal Shinh, would retire at the ensuing Annual General Meeting and being eligible, offers himself for reappointment.
Mr. Samujjwal Ghosh resigned as Chief Executive Officer of your Company effective December 1, 2017. Mr. Chirag Sarvaiya was appointed as Chief Executive Officer of your Company effective February 9, 2018.
In terms of Section 203 of the Act, the following are the Key Managerial Personnel of the Company:
- Mr. Chirag Sarvaiya, Chief Executive Officer
- Mr. Rameshchandra Chechani, Chief Financial Officer
- Mr. Varun Shah, Company Secretary
Board and Committees of the Board
Six Board meetings were held during the year and the gap between two meetings did not exceed 120 days. These were held on May 25, 2017, August 10, 2017, November 9, 2017, December 21, 2017, February 9, 2018 and February 14, 2018. Dates for Board meetings in the ensuing year are decided in advance and circulated to all Directors. The agenda for each meeting, along with detailed notes, is circulated in advance to the Directors.
Board Committees focus on certain specific areas and make informed decisions in line with the delegated authority. The following statutory Committees constituted by the Board, function according to their respective roles and defined scope:
- Audit Committee
- Nomination and Remuneration Committee
- Corporate Social Responsibility Committee
- Stakeholders Relationship Committee
Details of composition, terms of reference and number of meetings held for respective committees are given in the Report on Corporate Governance.
Board Evaluation
The Board of Directors carried out an annual evaluation of its own performance, Board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the Board was evaluated by the Board after seeking inputs from all the directors on the basis of criteria such as the Board composition and structure, effectiveness of Board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members.
The Board and the Nomination and Remuneration Committee reviewed the performance of individual directors on the basis of criteria such as attendance, participation and the contribution of the individual director to the Board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors and the Board as a whole was evaluated, taking into account the views of executive directors and non-executive directors. Performance evaluation of independent directors was done by the entire Board, excluding the independent director being evaluated.
The policy on Directors'' appointment and remuneration for Directors, Key Managerial Personnel and Senior Management Personnel including policy for performance evaluation of Independent Directors, Board, Committees and other individual Directors is attached as Annexure II.
Audit & Auditors
Auditors
MSKA & Associates, Chartered Accountants (F.K.A. MZSK & Associates) (Firm Registration No. 105047W), the statutory auditors of your Company, hold office until the conclusion of the AGM to be held in the year 2021, subject to ratification at every AGM.
Pursuant to Section 40 of the Companies Amendment Act, 2017, which came into effect from May 7, 2018, the first proviso in Section 139 of the Companies Act, 2013 related to ratification of appointment of auditors has been done away with.
Auditor''s Report
The Auditor''s Report does not contain any qualifications, reservations, adverse remarks or disclaimers.
Secretarial Audit
Shravan A. Gupta and Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct a Secretarial Audit of records and documents of the Company for financial year 2017-18. The Secretarial Audit Report confirms that the Company has generally complied with the provisions of the Act, Rules, Regulation and Guidelines and related statistic.
The Secretarial Audit Report is provided in Annexure-III.
Cost Auditor and Cost Audit Report
Pursuant to Section 148 of the Act, your Company carries out an audit of cost accounts relating to real estate development activities every year. Mr. Dushyant C. Dave, Cost Accountant, has been appointed as Cost Auditor to audit cost records of the Company for financial year 2017-18. The Cost Audit Report and the Compliance Report of your Company for financial year 2016-17, was filed on October 12, 2017.
Internal Audit
Pursuant to Section 138 of the Companies Act, 2013, the Company has appointed Mr. Bhavin Thakkar, Chartered Accountant as an Internal Auditor of the Company in place of Mr. Parag Parekh. The audit carried out by him is on quarterly basis. Further, the report issued by an Internal Auditor is reviewed at the Meetings of the Audit Committee and appropriate actions are taken as per the recommendation of the Audit Committee by the Board.
Loans, Guarantees, Security and Investment
The Company is engaged in the business of providing âinfrastructural facilitiesâ as defined in Schedule VI of the Companies Act 2013 and therefore the provisions of Section 186 are not applicable to the extent of any loans made, guarantee given or security provided by the Company in terms of exemption provided u/s 186(11) (a). During the financial year ended March 31, 2018, the Company has not made any investments.
The disclosures with respect to Regulation 34(3) of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 relating to Loans and Advances to related parties is given in the Financial Statements.
Related Party Transactions
The transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Companies Act, 2013, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year under review were in the ordinary course of business and have been transacted at arm''s length basis.
There are no transactions/contracts/arrangements entered by the Company with related parties as defined under the provisions of Section 2(76) of the Companies Act, 2013, during the financial year 2017-18, that are required to be reported in Form AOC-2.
In compliance with the Listing Regulations, the Company has a policy for Related Parties Transactions (âRPT Policy'').The RPT Policy is available on the Company website viz. www.nsil.net.in on the Investor Relation page, under the tab titled âPolices''.
Corporate Social Responsibility
The details required under the Companies (Corporate Social Responsibility Policy) Rules, 2014 are given in CSR Report appended as Annexure IV to this Report. The brief outline of the initiatives undertaken by the Company on CSR activities and the CSR Policy of the Company is annexed to this Report as Annexure IV.
Disclosure under Section 197(12) of the Companies Act, 2013 and other Disclosures as per Rule 5 of Companies (Appointment & Remuneration) Rules, 2014
In terms of the provisions of Section 197(12) of the Act read with Rule 5 of The Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, the required details are given in Annexure - V.
Provisions of Section 197(12) of the Act read with rules 5(2) and 5(3) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014 does not apply as there are no employees who draw remuneration in excess of the limits set out in the said Rules.
Holding ,Subsidiary, Associate and Joint Venture Company
The Company continues to be a subsidiary of Anantnath Constructions and Farms Private Limited, which in turn is the subsidiary of Lodha Developers Limited. Sambhavnath Infrabuild and Farms Private Limited is the Ultimate holding Company. During the financial year ended March 31, 2018, the Company did not have any subsidiaries, joint venture and associate companies.
Risk Management
Your Company has adopted a Risk Management policy which is based on three pillars: Business Risk Assessment, Operational Controls Assessment and Policy Compliance processes. Major risks identified by the businesses and functions are systematically addressed through mitigating actions on a continuing basis. The key risks and mitigating actions are also placed before the Board of Directors/Audit Committee of the Company.
Internal Financial Controls
Internal Financial Controls with reference to financial statements as designed and implemented by the Company are adequate. During the year under review, no material or serious observation has been received from the Statutory Auditors and the Internal Auditors of the Company on the inefficiency or inadequacy of such controls. The Company has policies and procedures in place for ensuring proper and efficient conduct of its business, safeguarding of its assets, the prevention and detectiveness of frauds etc.
Internal Control Systems
The Company''s internal control systems are commensurate with the nature of its business and the size and complexity of operations. These systems are routinely tested and certified by Statutory as well as Internal Auditor and cover all offices, sites and key business areas. Significant audit observations and follow up actions thereon are reported to the Audit Committee. The Audit Committee reviews adequacy and effectiveness of the Company''s internal control environment and monitors the implementation of audit recommendations, including those relating to strengthening of the Company''s risk management policies and systems. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
Vigil Mechanism
The Company has established a Vigil Mechanism process by adopting a Whistle Blower Policy for directors and employees. This policy outlines the procedures for reporting, handling, investigating and deciding on the course of action to be taken in case inappropriate conduct / behaviour is/are noticed, reported or suspected. The Policy provides for adequate safeguards against victimization of persons who use the mechanism and has a process for providing direct access to the Ombudsman in appropriate or exceptional cases.
The employees of the Company have the right to report their concern or grievance to the Chairman of the Audit Committee. The Whistle Blower Policy is posted on the Company''s website http://www.nsil.net.in/pdf/ Vigil%20Mechanism%20Policy.pdf
Familiarisation Programme for Independent Directors
The Company held a familiarization programme for its Independent Directors had familiarized the Independent Directors with their roles, rights, responsibilities in the Company, nature of the industry in which the Company operates, business model of the Company. The details of the same are put up on the website of the Company at www.nsil.net.in
Code of Conduct
Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the declaration signed by the CEO affirming the compliance of Code of Conduct by the Directors and senior management personnel for the financial year ended March 31, 2018 is annexed to and forms part of the Corporate Governance Report, appended to this Annual Report.
Corporate Governance
The Company is committed to maintain the highest standards of Corporate Governance and adhere to the Corporate Governance requirement as set out by SEBI. The Report on Corporate Governance as stipulated under SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015 forms part of this report.
As required by SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, the Practicing Company Secretary Certificate on Corporate Governance is enclosed to the Corporate Governance Section of the Annual Report.
Management Discussion and Analysis
Management Discussion and Analysis Report for the year under review as stipulated under Regulation 34(2)(e) of the Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements) Regulations, 2015 (Listing Regulations) is presented in a separate section forming part of this Annual Report
Details of Conservation of Energy, Technology Absorption, Foreign Exchange Earnings and Outgo
|
(A |
Conservation of energy |
|
|
a) |
Energy conservation measures taken |
(i) Use of variable frequency drives for all its elevators and air-conditioning equipment. (ii) Occupation censor controlled lighting and air-conditioning through home automation in its projects. (iii) Extensive use of materials like fly ash, GGBS, etc. at all its projects resulting in saving of cement thus indirectly saving energy consumed in manufacturing of cement. (iv) At all its major projects electrical designs have been fine tuned to contain the voltage drop to less than 5%. (v) Use of low voltage PL lamps. |
|
b) |
Capital Investment on Energy Conservations Equipment |
(i) Variable frequency drives for all its elevators and air-conditioning equipment. (ii) Censor controlled lighting and air-conditioning through home automation. (iii) Solar water heaters and solar powered street lights. |
|
c) |
Steps taken for utilizing alternate source of energy |
Same as Above |
|
d) |
Impact of measures for reduction of energy consumption |
Reduction in overall maximum demand for the electricity in all its projects and consequent energy saving benefits to the residents. |
|
e) |
Environment protection |
(i) Measures to achieve eco balance have been taken at the major sites of large developments by providing extensive green cover and creating water bodies by treating waste water and rain harvesting. (ii) Waste water equipment plants are installed at all major projects for treating waste water and utilising it for air-conditioning, watering of green spaces and flushing. (iii) Providing dust control systems for the concrete batching plant across its projects. (iv) Complete ban on use of mud bricks in construction and using light weight blocks which helps soil conservation and utilization of material like fly ash which otherwise would cause air pollution. (v) Minimise use of paper in its offices across all sites. (vi) Regulated water and power supply to labour camps across all sites. (vii) Plantation of large number of trees and providing eYtensive green cover creating water bodies to enhance the ecology and environment. (viii)Use of fly ash and other minerals in the construction to reduce cement consumption thus indirectly saving the energy used for manufacture of cement. (ix) State of the art electronic parking management system installed to accommodate and control the movement of large number of vehicles thus helping de-congestion of the roads in the area resulting in smooth and faster passing of traffic thereby reducing fuel consumption and pollution caused due to carbon monoYide by idle running of vehicles. (x) Use of crushed sand in the construction instead of natural sand thus helping environmental degradation as natural sand is normally dredged from the river beds. (xi) Crushing stones obtained from excavation at the construction site itself thus saving the transportation for disposal of stones as well as import of crush aggregate, saving both ways transportation and thus saving fuel. |
|
B |
Technology Absorption |
|
|
1. |
Efforts, in brief, made towards technology absorption, adaptation and innovation |
None |
|
2. |
Benefits derived as result of above efforts, e.g., product improvement, cost reduction, product development, import substitution, etc |
None |
|
3. |
In case of imported technology (imported during the last three years reckoned from the beginning of the financial year), following information may be furnished a) Technology imported b) Year of import c) Has technology been fully absorbed? d) If not fully absorbed, areas where this has not taken place, reasons thereof |
Not applicable |
|
4. |
The expenditure incurred on Research and Development |
Nil |
C. Foreign exchange earnings and Outgo
There was no foreign exchange earning or outgo during the financial year ended March 31, 2018.
General
Your Directors state that for the financial year ended March 31, 2018 no disclosure is required in respect of the following items and accordingly confirm as under:
a. The Company has neither revised the financial statements nor the report of Board of Directors.
b. No cases were filed pursuant to the Sexual Harassment of Women at Workplace (Prevention, Prohibition and Redressal) Act, 2013.
c. There are no material changes or commitments affecting the financial position of the Company between March 31, 2018 and the date of this report
d. The Company has not accepted any deposits during financial year 2017-18.
e. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
f. There are no significant or material changes for which orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company''s operations in future.
g. During the financial year 2017-18, there is no change in the nature of the business of the Company.
h. There has been no Issue of equity shares with differential rights as to dividend, voting or otherwise during the financial year 2017-18
i. The Company has not issued any shares (including sweat equity shares) to employees of the Company under any scheme during the financial year 2017-18.
Directors'' Responsibility Statement
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Companies Act, 2013, the Board of Directors hereby confirms that:
a. in the preparation of the annual accounts for the financial year ended March 31, 2018, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed;
b. the Directors had selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2018 and of the profit of the Company for the financial year ended on that date;
c. the Directors had taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. the Directors had prepared the annual accounts on a going concern basis;
e. the Directors had laid down internal financial controls to be followed by the Company and such internal financial controls are adequate and been operating effectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
Acknowledgement
Your Directors place on record their appreciation for stakeholders at all levels, who have contributed to the growth and performance of your Company.
For and on behalf of the Board of Directors
National Standard (India) Limited
Maninder Chhabra Smita Ghag
Date : 22nd May, 2018 Director Director
Place : Mumbai DIN: 02630680 DIN: 02447362
Mar 31, 2014
THE MEMBERS,
The Directors present the Fifty frst Annual Report and the Audited
Statement of Accounts of the Company for the year ended 31st March,
2014.
FINANCIAL RESULTS (Rs. in lacs)
Particulars For the financial year For the financial year
ended 31st March, 2014 ended 31st March, 2013
Total Income 12,734.05 4,602.07
Less : Total Expenses 8,116.53 3,891.63
Profit before tax 4,617.52 710.44
Less: Tax expenses including
Deferred tax & adjustments
for earlier 1,492.56 129.97
years
Profit for the year 3,124.96 580.47
FINANCIAL OVERVIEW
Your Company recorded total income of Rs. 12,734.05 lacs in financial
year 2014 as compared to Rs. 4,602.07 lacs in financial year 2013, an
increase of 176.70%. The said sudden increase in the revenue of the
Company is on account of revenue recognition during the year.
Correspondingly, there has also been increase in Company''s total
expenditure from Rs. 3,891.63 lacs in financial year 2014 to Rs.
8,116.53 lacs in financial year 2013. The Profit after tax for the
financial year 2014 stood at Rs. 3,124.96 lacs as compared to Profit
after tax of Rs. 580.47 lacs in the financial year 2013.
DIVIDEND
The Board has not recommended any dividend for the year under review.
DIRECTORS
Mr. Deependra Ramji Das Gupta, Mr. Martin Godard and Mr. Mangesh
Sudhakar Puranik ceased to be directors of the Company with effect from
19th December, 2013, 24th April, 2014 and 24th April, 2014,
respectively. Further, Mr. Santosh Kumar Ojha, Ms. Smita Satish Ghag
and Mr. Deepak Balvant Chitnis were appointed as Additional Directors
on the Board of the Company, pursuant to the provisions of the
Companies Act, 1956 and Companies Act, 2013, effective from 19th
December, 2013, 24th April, 2014 and 24th April, 2014, respectively.
Mr. Santosh Kumar Ojha, Ms. Smita Satish Ghag and Mr. Deepak Balvant
Chitnis, being Additional Directors, hold their office upto the date of
the ensuing Annual General Meeting. The Company has received the notice
from a Member of the Company proposing the candidature of Mr. Santosh
Kumar Ojha, Ms. Smita Satish Ghag and Mr. Deepak Balvant Chitnis, as
directors of the Company. Necessary resolutions for their appointment
have been incorporated in notice of the ensuing Annual General Meeting.
In terms of the provisions of the Articles of Association of the
Company, Mr. Ananthanarayanan Ariyanayakipuram Lakshminarayanan and Mr.
Sagar Dhaku Gawde are liable to retire by rotation at this Annual
General Meeting of the Company and being eligible, have offered
themselves for re-appointment.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The Company has fled petition with the Hon''ble Regional Director,
Kolkata (''RD'') for shifting its registered office from State of West
Bengal to the State of Maharashtra. The Company is still awaiting
approval from the RD in this regard. In case, process of shifting of
registered office gets completed prior to 17th September, 2014, date of
Annual General Meeting (''AGM''); AGM will be held in Mumbai in the State
of Maharashtra.
Immediately upon completion of process of shifting of registered office,
the Company will give necessary intimation to BSE Limited and Calcutta
Stock Exchange Limited. In addition, the Company will intimate the same
in public notice for E-voting facility and Book closure date. If notice
is already published before shifting, the Company will again publish
notice for shifting of the Registered office and place of Annual General
meeting in the same newspaper in which public notice for book closure
and E-voting was published.
DIRECTOR''S RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:- I. in the preparation of the accounts for the
financial year ended 31st March, 2014, the applicable accounting
standards have been followed and that there are no material departures
from the same;
II. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2014 and of the Profit of the Company
for the year ended on that date;
III. the Directors have taken proper and suffcient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956 and Companies Act, 2013, for
safeguarding the assets of the Company and for preventing and detecting
fraud and other irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2014 on a "going concern" basis.
AUDITORS & AUDITORS REPORT
M/s. Shanker and Kapani, Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company has
received a letter from the Statutory Auditors to the effect that their
reappointment, if made, would be within the prescribed limits under the
provisions of the Companies Act, 2013 and that they are not disqualified
for reappointment within the meaning of the said Act. A proposal
seeking their appointment is provided as part of the Notice of the
ensuing Annual General Meeting.
As regards Auditors'' observations, they are self explanatory and do not
call for any further comments.
LISTING FEE PAYMENT
The Company has made payment of listing fees upto the financial year
2013-14 to the Calcutta Stock Exchange Limited and BSE Limited.
PARTICULARS OF EMPLOYEES
The Company does not have any employees whose particulars are required
to be given in terms of the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreement forms part of the Annual Report. Certificate
confirming compliance of the conditions of Corporate Governance as
stipulated under the aforesaid Clause 49 also forms part of this Annual
Report.
ACKNOWLEDGEMENT
The Board also records its appreciation for the support and cooperation
received from various stakeholders during the period under review.
On behalf of the Board of Directors
Place: Mumbai Smita Satish Ghag Deepak Balvant Chitnis
Date: 11th August, 2014 Director Director
Mar 31, 2013
TO THE MEMBERS,
The Directors present the Fiftieth Annual Report and the Audited
Statement of Accounts of the Company for the year ended 31st March,
2013.
FINANCIAL RESULTS
(Rs. in Lakhs)
Particulars For the year ended For the year ended
March 31, 2013 March 31, 2012
Income 3,154.27 1,123.83
Less: Expenditure 2,443.83 1,602.27
Profit/(Loss) before
exceptional item
and taxation 710.44 (478.44)
Exceptional item /
Tax expenses (129.97) 693.64
Profit/(Loss) after
exceptional items and
taxation 580.47 215.20
FINANCIAL OVERVIEW
The Company''s total income has increased from Rs. 1,123.83 lacs in
the financial year 2011-12 to Rs. 3,154.27 lacs in the financial year
2012-13 on account of recognition of revenue as per accounting policy.
Correspondingly, there has also been a increase in Company''s total
expenditure from Rs. 1,602.27 lacs for the financial year 2011-12 to
Rs. 2,443.83 lacs for the financial year 2012-13. Consequently, the
Company''s Net Profit After Tax has also increased from Rs. 215.20
lacs for the previous financial year to Rs. 580.47 lacs for the
financial year under review.
DIVIDEND
The Board has not recommended any dividend for the year under review.
DIRECTORS
Mr. Deependra Gupta and Mr. N.P.S. Shinh retire by rotation and being
eligible, offer themselves for re-appointment at the ensuing Annual
General Meeting. The Board of Directors recommends the re-appointment
of Mr. Deependra Gupta and Mr. N.P.S. Shinh.
SHIFTING OF REGISTERED OFFICE OF THE COMPANY
The Company has filed petition with the Hon''ble Regional Director,
Kolkata (''RD'') for shifting its registered office from State of
West Bengal to the State of Maharashtra. The Company is awaiting
approval from the RD in this regard. In case, process of shifting of
registered office gets completed prior to 27th September, 2013, date of
Annual General Meeting (''AGM''); AGM will be held in Mumbai in the
State of Maharashtra.
Immediately upon completion of process of shifting of registered
office, the Company will give necessary intimation to BSE Limited and
Calcutta Stock Exchange Limited and also publish notice in this regard
in Duranto Barta, local newspaper having circulation in the State of
West Bengal, Apala Mahanagar, local newspaper having circulation in the
State of Maharashtra and in all editions of Financial Express, English
Newspaper, for the information of the stakeholders.
DIRECTORS'' RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors'' Responsibility Statement, it is
hereby confirmed that:-
I. in the preparation of the accounts for the financial year ended
31st March, 2013, the applicable accounting standards have been
followed and that there are no material departures from the same;
II. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2013 and of the profit of the Company
for the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2013 on a "going concern" basis.
AUDITORS & AUDITORS REPORT
M/s. Shanker and Kapani, Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company has
received a letter from the Statutory Auditors to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act. A proposal seeking their appointment is provided as part of
the Notice of the ensuing Annual General Meeting.
As regards Auditors'' observations, they are self explanatory and do
not call for any further comments.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 is attached with this report as Annexure -A.
LISTING FEE PAYMENT
The Company has made payment of listing fees upto the financial year
2012-13 to the Calcutta Stock Exchange Limited and BSE Limited.
PARTICULARS OF EMPLOYEES
The Company does not have any employees whose particulars are required
to be given in terms of the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements entered into with the Stock Exchanges forms part of
the Annual Report. Certificate confirming compliance of the conditions
of Corporate Governance as stipulated under the aforesaid Clause 49,
forms part of this Annual Report.
ACKNOWLEDGEMENT
The Board also records its appreciation for the support and cooperation
received from various stakeholders during the period under review.
On behalf of the Board of Directors
Date: 14th May, 2013 Pankaj kumar Jain Deepener Gupta
Director Director
Mar 31, 2012
The Directors present the Forty Ninth Annual Report and the Audited
Statement of Accounts of the Company for the year ended 31st March,
2012.
FINANCIAL RESULTS
In Rupees
Particulars For the
year ended For the
year ended
March
31,2012 March
31,2011
Income 112,760,121 -
Less: Expenditure 160,604,440 28,431,617
Profit/(Loss) before
exceptional item and taxation (47,844,319) (28,431,617)
Exceptional Stem / Tax expenses 69,363,868 (52,998,616)
Profit/(Loss) after exceptional
items and taxation 21,519,549 (81,430,233)
BUSINESS OVERVIEWS OPERATIONS
The Company earned profit after tax of Rs. 21,519,549/- Lakhs for the
financial year 2011-12 as compared to loss of Rs. 81,430,233/- Lakhs
forthe financial year 2010-11.
DIVIDEND
The Board does not recommend any dividend for the year under review.
DIRECTORS
Mr. Mangal Prabhat Lodha resigned as Managing Director and Director of
the Company on 4th January, 2012 and Mr. Ashok Tiwari resigned as
Director of the Company on 28th May, 2012. The Directors of the Company
record their appreciation for the valuable contribution made by them
during their tenure.
Pursuant to the provisions of Section 260 of the Companies Act, 1956
and the Articles of Association of the Company, Mr. Pankajkumar Jain
was appointed as an Additional Director on the Board with effect from
6th January, 2012. He shall hold office upto the date of the ensuing
Annual General Meeting, unless appointed at the ensuing Annual General
Meeting.
In terms of the Articles of Association, Mr. Mangesh Puranik and Dr. A.
L. Ananthanarayanan being eligible, offer himself for re-appointment at
the ensuing Annual General Meeting.
DIRECTORS'RESPONSIBILITYSTATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that- .
I. in the preparation of the accounts for the financial year ended
31st March, 2012, the applicable accounting standards have been
followed and that there are no material departures from the same;
II. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31st March, 2012 and of the profit of the Company
for the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2012 on a Ãgoing concern" basis. AUDITORS &
AUDITORS REPORT
M/s. Shanker and Kapani, Chartered Accountants, Statutory Auditors of
the Company, hold office until the conclusion of the ensuing Annual
General Meeting and are eligible for reappointment. The Company has
received a letter from the Statutory Auditors to the effect that their
reappointment, if made, would be within the prescribed limits under
Section 224(1 B) of the Companies Act, 1956 and that they are not
disqualified for reappointment within the meaning of Section 226 of the
said Act.
A proposal seeking their appointment is provided as part of the Notice
of the ensuing Annual General Meeting.
As regards Auditors' observations, they are self explanatory and do
not call for any further comments.
LISTING FEE PAYMENT
The Company has made payment of listing fees upto the financial year
2012-13 to the Calcutta Stock Exchange Limited and Bombay Stock
Exchange Limited.
PARTICULARS OF EMPLOYEES '
The Company does not have any employees whose particulars are required
to be given in terms of the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements entered into with the Stock Exchanges forms part of
the Annual Report. Certificate confirming compliance of the conditions
of Corporate Governance as stipulated under the aforesaid Clause 49,
forms part of this Annual Report.
ACKNOWLEDGEMENT
The Board also records its appreciation for the support and cooperation
received from various stakeholders during the period under review.
On behalf of the Board of Directors
Place: Mumbai Pankajkumar Jain Mangesh Puranik
Date: 28th May, 2012 Director Director
Mar 31, 2011
The Directors present the Forty Eighth Annual Report and the Audited
Statement of Accounts of the Company for the year ended 31st March,
2011.
FINANCIAL RESULTS
(Amount in Rs.)
Particulars For the year ended For the year ended
March 31,2011 March 31,2010
Income
Less Expenditure 28,431,617 5,761,860
Profit/(Loss) before
exceptional item and
taxation (28,431,617) (5,761,860)
Less: Exceptional item 52,998,616 11,169,969
Profit/(Loss) after exceptional
items and taxation (81,430,233) (16,931,829)
Balance of loss
brought forward from
previous period (180,150,350) (163,218,521)
Balance of loss carried
over to balance sheet (261,580,583) (180,150,350)
TAKEOVER OF THE COMPANY
Consequent to successful completion of open offer formalities as
prescribed under the SEBI (Substantial Acquisition of Shares and
Takeovers) Regulations, 1997, the Company became a direct subsidiary of
Anantnath Constructions and Farms Private Limited ('ACFPL') and step
down subsidiary of Lodha Developers Limited, w.e.f 19th May, 2011.
Accordingly in terms of the open offer, erstwhile promoters, Mr.
N.PS.Shinh and his associate ceased to be the promoter of the Company
and ACFPL became the PromoteroftheCompanyw.e.f19thMay,2011.
BUSINESS OVERVIEWS OPERATIONS
The company is carrying on the business of real estate and allied
activities. The Company has two ongoing projects on its Thane land, one
residential viz, Lodha Excellencia, which was launched in May, 2010 and
another commercial viz., Supremus IV, which was launched recently in
2011. The Company does not have any employee as on 31 st March, 2011.
MANAGEMENT'S DISCUSSION ANDANALYSIS
General Performance Review
After a strong revival in FY 2010, the domestic growth cycle remained
robust, extending and consolidating the recovery set forth in the
fiscal year ended March 31, 2011. While emerging headwinds from
tightening monetary conditions and a scale back in fiscal stimulus
measures led to some moderation in industrial growth, service sector
growth and agricultural performance were strong and picked up the slack
from industry. This is likely to have pushed the GDP growth in the year
ended March 31,2011 to 8.6% from 8.0% in the previous year. As per RBI
projections for FY 2012, the growth is likely to be 8.0% on account of
high interest rates and inflationary environment.
Industry Overview
Real Estate sector witnessed a turnaround with signs of economic
stabilization and moderate growth in global economic performance during
the fiscal year. Presently industry is facing lack of direction and
confidence, and is in a consolidation phase. Post subprime crisis in
the west and melt down in Middle east Asia continues to be growth area
of the global economy. Reserve Bank of India's recent increase in
lending rates will invariably lead to higher cost of funds for both
developers as well as end users. This coupled with slowdown in demand
and a tightening liquidity situation will keep capital values under
pressure. However, many developers believe that positive economic
environment together with good increase in salaries will improve
demand. A slow-down in the economy from both consumers and retailers
lead to supply lag in the retail real estate sector. Low leasing
activities and high vacancy rates all added to the sector witnessing
reduced investment interests too. By the end of year 2010, fresh supply
of retail space across major cities in India stood at approximately 6
million sq. ft. This was around a 40% decline from the previous years
supply. However it is expected that retail market would be back on
track following which demand for quality retail space would improve.
Internal Control Systems And Their Adequacy
The Company has a proper and adequate system of Internal Controls which
commensurate with the size and nature of business, to ensure that all
assets are safeguarded and protected against loss from unauthorized use
or disposal and commercial transactions are authorised, recorded and
reported correctly. The internal control is supplemented by an
extensive programme of internal and external audits. The Company
accords great importance to the security of its information assets and
has the requisite security controls and checks. Adequate storage and
back up system is in place to ensure security and availability of data
at all times.
Opportunities and Threats
The improvement in the global economic and liquidity situation coupled
with more stable commodity prices, the stimulus packages by the Indian
Government and various Governments globally provides an opportunity for
growth for the infrastructure sector. At the same time, the real estate
market has been affected by depressed prices, high cost of borrowing
and less finances during the year and there could be a spill-over
effect.
Risks and Concerns
The Company is exposed to different types of risks viz., credit risk,
market risk (including liquidity risk), operational risk and legal
risk. The Company at regular interval monitors credit and market risk.
Legal risk is subject to the review by the legal department. The
Company is exposed to specific risks in connection with the management
of investments and the environment within which it operates The Company
aims to understand, measure and monitor the various risks to which it
is exposed and to ensure that it adheres, as far as reasonably and
practically possible, to the policies and procedures established by it
to mitigate these risks.
Cautionary Statement
This report may contain forward looking statements containing words
such as, 'expects', 'anticipates', 'estimates' 'believes' 'plans'
'intends' 'will' 'projects'seen to be' and so on. All statements are
based on certain assumptions and expectations of future events, the
Company cannot guarantee that these are accurate and will materialize
in the said order or manner or realized. The Company's performance and
results or achievements could thus differ from those projected in any
forward looking statements. The Company assumes no responsibility to
publicly amend modify or revise such statements based on subsequent
events or developments.
DIVIDEND
Since the Company had no distributable profits, the Board does not
recommend any dividend for the year under review.
DIRECTORS
Mr. Bharath Chandra resigned as director of the Company on Të December,
2010. The Directors of the Company record their appreciation for the
valuable contribution made by him to the Company during his tenure.
Pursuant to the provisions of Section 260 of the Companies Act, 1956
and the Articles of Association of the Company, Mr. Mangal Prabhat
Lodha was appointed as Additional Director on the Board with effect
from 27th August, 2011. He shall hold office up to the date of the
ensuing Annual General Meeting, unless appointed at the ensuing Annual
General Meeting. Further, Mr. Mangal Prabhat Lodha was appointed as the
Managing Director of the Company with effect from 27th August, 2011.
Pursuant to Section 257 of the Companies Act, 1956, the Company has
received a notice in writing from a member proposing the candidatures
of Mr. Mangal Prabhat Lodha for the office of Director. Necessary
resolutions w.r.t. appointment of Mr. Mangal Prabhat Lodha as director
and the managing director form part of the notice.
In terms of the Articles of Association, Mr. Deependra Gupta and Mr.
Sagar Gawde retire by rotation and being eligible, offer themselves for
re-appointment at the ensuing Annual General Meeting.
Brief Resume of the Directors proposed to be appointed / reappointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships
between directors inter-se as stipulated under Clause 49 of the Listing
Agreement with the Stock Exchanges in India are provided in this Annual
Report.
DIRECTORS'RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors' Responsibility Statement, it is
hereby confirmed that:-
I. in the preparation of the accounts for the financial year ended
31st March, 2011, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956 have
been followed and that there are no material departures from the same;
II. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and Fairview of the state of affairs of
the Company as at 31st March, 2011 and of the loss of the Company for
the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2011 on a "going concern" basis.
AUDITORS & AUDITORS REPORT
M/s. C.P.Ranka & Co., Chartered Accountants have expressed their
inability of being appointed as the Statutory Auditors of the Company.
Accordingly, the Company proposes to appoint M/s. Shankerand Kapani,
Chartered Accountants, as Statutory Auditors of the Company to hold
office until the conclusion of the ensuing Annual General Meeting. The
Company has received a letter torn M/s. Shankerand Kapani to the effect
that their reappointment, if made, would be within the prescribed
limits under Section 224(1 B) of the Companies Act, 1956 and that they
are not disqualified for reappointment within the meaning of Section
226 of the said Act.
A proposal seeking their appointment is provided as part of the Notice
of the ensuing Annual General Meeting.
As regards Auditors' observations, they are self explanatory and do not
call for any further comments.
LISTING FEE PAYMENT
The Company has made payment of listing fees upto the financial year
2011-12 to the Calcutta Stock Exchange Limited. Listing fees payable to
Bombay Stock Exchange Ltd is under dispute.
PARTICULARS OF EMPLOYEES
The Company does not have any employees whose particulars are required
to be given in terms of the provisions of Section 217(2A) of the
Companies Act, 1956, read with the Companies (Particulars of Employees)
Rules, 1975.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report as Annexure 1.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements entered into with the Stock Exchanges forms part of
the Annual Report. Certificate confirming compliance of the conditions
of Corporate Governance as stipulated under the aforesaid Clause 49,
forms part of this Annual Report.
ACKNOWLEDGEMENT
The Board also records its appreciation for the support and cooperation
received from various stakeholders during the period under review.
On behalf of the Board of Directors
Place: Mumbai Mangal Prabhat Lodha Ashok Tiwari
Date: 5th September,
2011 Managing Director Director
Mar 31, 2010
The Directors present the Forty Seventh Annual Report and the Audited
Statement of Accounts of the Company for the year ended 31st March,
2010.
FINANCIAL RESULTS
Particulars For the year ended For 15 months ended
March 31,2010 March 31,2009
Income - 102,401,497
Less: Expenditure 5,761,860 49,074,450
Profit/(Loss) before except
ional item and taxation (5,761,860) 53,327,047
Less: Exceptional item 11,169,969 5,584,981
Less: Provision for FBT - 118,264
Profit/(Loss) after except
ional items and taxation (16,931,829) 47,623,802
Balance of loss brought for
ward from previous period (163,218,521) (137,449,832)
Amount available for
appropriation (180,150,350) (89,826,030)
Less: Transfer from General
Reserve - 333,333
Less: Adjustment on Demerger - (73,725,824)
Balance of profit/(loss) car
ried over to balance sheet (180,150,350) (163,218,521)
OPERATIONS
There were no operations during the year. The company made efforts to
restart bead wire production but could not succeed. However
re-commencement of manufacturing of bead wire is not viable due to
obsolete technology.
The Company had altered its Object Clause so as to include carrying on
of real estate and allied activities in an earlier year. The Company
has launched a Residential Project on certain portion of its land at
Thane, Mumbai on 1st May, 2010.
MANAGEMENT DISCUSSION AND ANALYSIS
In accordance with the Scheme of De-merger, the Tyre Mould Division had
been transferred to resulting company i.e., National Standard Tyre
Moulds (India) Limited. During the year, fixed assets relating to the
bead wire Division has been sold / written off as re-commencement of
manufacturing of bead wire is not viable due to obsolete technology.
The Company had altered its Object Clause so as to include carrying on
of real estate and allied activities in an earlier year. During the
current year, the Company has launched a Residential Project on certain
portion of its land at Thane, Mumbai. We believe that the Mumbai
Metropolitan Region is one of the most attractive and profitable real
estate markets in India in terms of depth of demand for real estate
developments across business segments and price points.
Management is of the firm view that rapid growth of Indias economy in
times to come shall present very good opportunities for construction
industry. It would be therefore prudent for company to explore and tap
opportunities in real estate sector.
Since the ongoing and planned projects are concentrated in the Mumbai
Metropolitan Region, we are particularly susceptible to market
conditions in Mumbai and its surrounding area. Competition from other
developers in the Mumbai Metropolitan Region may adversely affect our
ability to develop and sell or lease our projects, and continued
development by other market participants could result in saturation of
the real estate market. The real estate sector in India is highly
regulated and our results of operations are expected to continue to be
affected by the nature and extent of the regulation of our business.
INTERNAL CONTROL SYSTEMS AND THEIR ADEQUACY
The Companys internal audit and reporting systems, used for evaluation
and operations monitoring which was thrown out of gear are being
strengthened with respect to its new line of business i.e. Real Estate
business. The performance of the company is regularly reviewed by
Senior Management and the Board of Directors to ensure that it is in
keeping with the overall corporate policy and in line with the
companys objective.
DIVIDEND
Since your company had no operations and distributable profits, the
Board expresses its inability to consider and recommend any dividend
for the year under review.
DIRECTORS
Dr. (Mrs.) Usha Sunderajan and Mr. Anurag Singhvi resigned as directors
of the Company on 10th May, 2010 and 26th December, 2009, respectively.
Dr. A. L. Ananthanarayanan resigned from position of Managing Director
of the Company w.ef. May 10, 2010. Your Directors record their deep
appreciation for the valuable contribution made by them to the Company
during their tenure.
Pursuant to the provisions of Section 260 of the Companies Act, 1956,
Dr. A. L Ananthanarayanan, Shri Deependra Gupta, Shri Sagar Gawade,
Shri Mangesh Puranik and Shri Ashok Tiwari were appointed as an
Additional Directors on the Board. They shall hold office upto the date
of the ensuing Annual General Meeting. The Company has received a
notice in writing under the provisions of Section 257 of the Companies
Act, 1956 for appointment of Dr. A. L. Ananthnarayanan, Shri Deependra
Gupta, Shri Sagar Gawade, Shri Mangesh Puranik and Shri Ashok Tiwari as
a Director of the Company.
In accordance with the provisions of Section 256 of the Companies Act,
1956, Shri NPS Shinh retires by rotation at the forthcoming Annual
General Meeting and being eligible, has offered himself for
re-appointment.
Brief Resume of the Directors proposed to be appointed / reappointed,
nature of their expertise in specific functional areas and names of
companies in which they hold directorships and memberships /
chairmanships of Board Committees, shareholding and relationships
between directors inter-se as stipulated under Clause 49 of the Listing
Agreement entered into with the Stock Exchanges in India is provided as
part of the Annual Report.
DIRECTORS RESPONSIBILITY STATEMENT
Pursuant to the requirement under Section 217(2AA) of the Companies
Act, 1956, with respect to Directors Responsibility Statement, it is
hereby confirmed that:-
I. in the preparation of the accounts for the financial year ended
31st March, 2010, the applicable accounting standards read with
requirements set out under Schedule VI to the Companies Act, 1956 have
been followed and that there are no material departures from the same;
II. the Directors have selected such accounting policies and applied
them consistently and made judgments and estimates that are reasonable
and prudent so as to give a true and fair view of the state of affairs
of the Company as at 31 st March, 2010 and of the loss of the Company
for the year ended on that date;
III. the Directors have taken proper and sufficient care for the
maintenance of adequate accounting records in accordance with the
provisions of the Companies Act, 1956, for safeguarding the assets of
the Company and for preventing and detecting fraud and other
irregularities;
IV. the Directors have prepared the accounts for the financial year
ended 31st March, 2010 on a "going concern" basis.
AUDITORS & AUDITORS REPORT
M/s C.P. Ranka & Co, statutory auditors of the company retire at the
ensuing Annual General Meeting and have expressed their willingness to
continue, if so appointed. As required under the provisions of Section
224(1 B) of the Companies Act, 1956, the Company has obtained written
confirmation from the auditors proposed to be re-appointed to the
effect that their reappointment, if made, would be in conformity with
the limits specified in the said section.
A proposal seeking their re-appointment is provided as part of the
Notice of the ensuing Annual General Meeting.
As regards Auditors observations, they are self explanatory and do not
call for any further comments.
LISTING FEE PAYMENT
The Company has made payment of listing fees upto the financial year
2010-11 to Calcutta Stock Exchange. The Company has not paid its
listing fees to.Bombay Stock Exchange Ltd. The Company is making
efforts to activate the trading in its shares.
PARTICULARS OF EMPLOYEES
In terms of provisions of Section 217(2A) of the Companies Act, 1956,
read with the Companies (Particulars of Employees) Rules, 1975 as
amended, the names and other particulars of the employees are as
below:-
Sr. Name of the
employee Age Date of Experience Designation
No and qualif
ication Joining
1 Sh A.LAnanth
anarayanan 64 01.10.2009 26 Managing
(M.E. from NT,
Kharagpur Director *
and doctorate
in finance
from the Univ
ersity of
British Colu
mbia (Canada)
Sr. Gross Particulars of
No Remuneration Last Employment
1 Rs. 7,50,000/- Self Employment
(w.e.f. 1st
October 2009)
Note:
1. The Gross Remuneration shown above is subject to tax and comprises
of Salary and allowances.
2. Nature of employment is contractual.
3. The terms and conditions of employment are as per Companys Rules.
4. He is not related to any directors of the Company.
* Ceased to be managing director of the company w.e.f May 10, 2010.
CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE
EARNINGS AND OUTGO
The particulars relating to energy conservation, technology absorption,
foreign exchange earnings and outgo, as required to be disclosed under
Section 217(1)(e) of the Companies Act, 1956 read with the Companies
(Disclosure of particulars in the Report of Board of Directors) Rules,
1988 are annexed to this Report.
CORPORATE GOVERNANCE
The Report on Corporate Governance as stipulated under Clause 49 of the
Listing Agreements entered into with the Stock Exchanges forms part of
the Annual Report. Certificate from the Auditors of the Company,
Messers C.P. Ranka & Co. on compliance of the conditions of Corporate
Governance as stipulated under the aforesaid Clause 49, is annexed to
this Report.
ACKNOWLEDGEMENT
The Board also records its appreciation for the support and
co-operation received from various stakeholders & employees during the
period under review.
On behalf of the Board of Directors
N P S Shinh Deependra Gupta
Director Director
Place: Mumbai,
Date: 26th August, 2010
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