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National Standard (India) Ltd.

BSE: 504882 Sector: Infrastructure
NSE: N.A. ISIN Code: INE166R01015
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National Standard (India) Ltd. (NATIONALSTANDAR) - Director Report

Company director report

Dear Members

Your Directors have the pleasure in presenting the 53rd AnnualReport of yourCompany along with the audited financial statements for the financial year ended 31stMarch 2016.

1. FINANCIAL RESULTS & OVERVIEW

The Company’s performance during the financial year ended 31st March2016 as compared to the previous financial year is summarized below:

(Rs. in lakhs)
Particulars 2015-16 2014-15
Total Income 20552.98 16200.96
Less : Total expenses 11436.95 9554.42
Profit Before tax 9116.03 6646.54
Less: Tax Expenses 3440.60 2408.63
Less: Prior Period Taxation adjustments (387.39) 0.01
Profit for the year 6062.82 4237.90

Results of operations and the state of the Company’s affairs

During the financial year 2015-16 the total income increased by 26.86% to Rs.20552.98 lakhs from Rs. 16200.96 lakhs for the financial Year 2014-15. Total expensesincreased by 19.70% to Rs. 11436.95 lakhs for the financial year 2015-16 from Rs.9554.42 lakhs for the financial year 2014-15.

The Net Profit for the financial year 2015-16 has increased by 43.06% to Rs.6062.82lakhs as compared to the net profit of Rs.4237.90 lakhs during the financial year2014-15.

2. TRANSFER TO RESERVES

Your Director do not recommend any amount to be transferred to the reserves for thefinancial year ended 31st March 2016.

3. DIVIDEND

With a view to conserve the resources of the Company the Board of Directors of yourCompany do not recommend any dividend for the financial year ended 31st March2016.

4. BUSINESS & SECTOR REVIEW Indian Economy

India has emerged as the fastest growing major economy in the world as per the CentralStatistics Organisation (CSO) and International Monetary Fund (IMF). According to theEconomic Survey 2015-16 the Indian economy will continue to grow more than 7 per cent in2016-17. The improvement in India’s economic fundamentals has accelerated in the year2015 with the combined impact of strong government reforms RBI’s inflation focussupported by benign global commodity prices. India was ranked the highest globally interms of consumer confidence during October-December quarter of 2015 continuing itsearlier trend of being ranked the highest during first three quarters of 2015 as per theglobal consumer confidence index created by Nielsen.

According to IMF World Economic Outlook Update (January 2016) Indian economy isexpected to grow at 7 to 7.5 per cent during FY 2016-17 despite the uncertainties in theglobal market. The Economic Survey 2015-16 had forecasted that the Indian economy will begrowing by more than seven per cent for the third successive year 2016-17 and can startgrowing at eight per cent or more in next two years. Foreign direct investment (FDI) inIndia has increased by 29 per cent during October 2014-December 2015 period post thelaunch of Make in India campaign compared to the 15-month period before the launch.

Source http://www.ibef.org/economy/indian-economy-overview

Industry review

The Indian real estate sector has witnessed high growth in recent times with the risein demand for office as well as residential spaces. According to data released byDepartment of Industrial Policy and Promotion (DIPP) the construction development sectorin India has received Foreign Direct Investment (FDI) equity inflows to the tune of US$24.156 billion in the period April 2000-September 2015. Real estate is currently thefourth-largest sector in the country in terms of Foreign Direct Investment (FDI) inflows.

The Indian real estate market is expected to touch US$ 180 billion by 2020. The housingsector alone contributes 5-6 % to the country’s Gross Domestic Product (GDP). In theperiod FY08-20 the market size of this sector is expected to increase at a CompoundAnnual Growth Rate (CAGR) of 11.2 %. Retail hospitality and commercial real estate arealso growing significantly providing the much-needed infrastructure for India’sgrowing needs.

Source http://www.ibef.org/economy/indian-economy-overview

Mumbai Real Estate

MMR market showed signs of revival in the second half of FY 2015-16 with residentialsales volume increasing by 5% year on year though full year volumes were down 7% year onyear. Also 35% decline in new launches led to improvement in demand-supply scenario;inventory levels improved to 11 quarters compared to 12 quarters last year. Whileinventory of unsold units in MMR is higher than cities such as Bangalore and Pune it ismuch below NCR having inventory level of 17 quarters. Prices remained stable or increasedmarginally across most of the micro-markets. Prices in MMR grew 3% in FY16 higher thanNCR (flat y-o-y) and Pune (2%) but were marginally below Bangalore (4%).

Despite year on year decline in volumes few large developers with an established brandmanaged to sell a significant chunk of the inventory mainly due to timely deliveryquality construction and a high level of services. With the implementation of Real EstateRegulatory Bill (RERA) in next 6-12 months delivery timelines and transparency isexpected to improve in the industry. We expect RERA to benefit large developers withestablished track record thereby leading to market share gains.

Activities in the office market have also improved significantly with absorptionincreasing to 7.5 mnsqft in MMR region (highest in past four years) due to consolidationand growth by corporate entities largely in the BFSI and IT/ITeS industry. Owing to theimproved demand-supply scenario vacancy levels declined to 20% from 22% last year. Thisresulted in lease rentals increasing by 2-3% across micro-markets. With Securities andExchange Board of India clearing most of the roadblocks for Real Estate Investment Trusts(REIT) we believe there is a huge opportunity in office space for developers andinvestors in India. Also pick up in commercial activities is expected to provide a fillipto residential sales.

Government Initiatives

The Government of India along with the governments of the respective states has takenseveral initiatives to encourage the development in the sector. The Smart City Projectwhere there is a plan to build 100 smart cities is a prime opportunity for the realestate companies. Below are some of the other major Government Initiatives:

• Prime Minister Mr. Narendra Modi approved the launch of Housing for All by 2022.Under the Sardar Patel Urban Housing Mission 30 million houses will be built in India by2022 mostly for the economically weaker sections and low-income groups throughpublic-private-partnership (PPP) and interest subsidy.

• The Government of India has relaxed the norms to allow Foreign Direct Investment(FDI) in the construction development sector. FDI limits for townships and settlementdevelopment projects have been raised to 100%. Real estate projects within the SpecialEconomic Zone are also permitted (100 percent FDI). This move should boost affordablehousing projects and smart cities across the country.

• The Securities and Exchange Board of India has notified final regulations thatwill govern real estate investment trusts (REITs) and infrastructure investment trusts.This move will enable easier access to funds for cash-strapped developers and create a newinvestment avenue for institutions and high net worth individuals and eventually ordinaryinvestors.

• The Government of Maharashtra announced a series of measures to bringtransparency and increase the ease of doing business in the real estate sector.

• The Real Estate (Regulation & Development) Act 2016 which seeks to protecthome-buyers as well as help boost investments in the real estate industry was enacted inMay 2016.

Opportunities and challenges: Opportunities

As India awaits policy reforms to pick up speed your Company firmly believes that thedemand for Real Estate in a country like India should remain strong in the medium to longterm. Your company is ideally placed to further strengthen its development potential byacquiring new land parcels.

Challenges

While the management is confident of creating and exploiting the opportunities it alsofinds the following challenges:

• Unanticipated delays in project approvals

• Availability of accomplished and trained labour force

• Increased cost of manpower

• Rising cost of construction

• Growth in auxiliary infrastructure

• Over-regulated environment

Risks and concerns

Market price fluctuation

The performance of your Company may be affected by the sales realizations of itsprojects. These prices are driven by prevailing market conditions the nature and locationof the projects and other factors such as brand and reputation and the design of theprojects. Your company follows a prudent business model and tries to ensure steady cashflow even during adverse pricing scenario.

Sales volume

The volume of bookings depends on the ability to design projects that will meetcustomer preferences getting various approvals in time general market factors projectlaunch and customer trust in entering into sale agreements well in advance of receivingpossession of the projects. Your Company sells its projects in phases from the time itlaunches the project based on the type and scale of the project and depending on marketconditions

Outlook

FY2016 outlook would be governed by the implementation of REIT Regulations theproposed New Real Estate Bill and the New Development Plan for Mumbai. We expect FY2016-17to be the start of growth year for the Indian economy as a whole in view of variousmeasures being taken by the new government to boost manufacturing and infrastructuredevelopment in the country. Economists expect India’s GDP growth in the range of7.0-8.0% for FY2016-17. Your company will target to ensure steady operations and deliverhigh quality projects for its customers.

Business Overview

The Company has undertaken an aspirational residential project by the name of LodhaGrandezza in the central business district of Thane Wagle Estate. The Project comprisestwin 18 storey residential towers in a mixed use development with three commercialSupremus towers comprising of chic boutique offices with spaces in the range of 2000square feet to 20000 square feet. The target client profile of this project is thehigher/upper middle income segment of the market."Lodha Excellencia" a premiumresidential project with 20-storeyed towers with 2 & 3 BHK Garden LuxuryAir-conditioned apartments in Thane strategically located for easy connectivity wasdelivered in 3 years.

5. RELATED PARTY TRANSACTIONS

The transactions/contracts/arrangements falling within the purview of provisions ofSection 188(1) of the Companies Act 2013 entered by the Company with related parties asdefined under the provisions of Section 2(76) of the Companies Act 2013 during thefinancial year under review are given in form AOC-2 which is furnished in Annexure I andforms part of this report.

In compliance with the Listing Regulations the Company has a policy for transactionswith Related Parties (‘RPT Policy’).The RPT Policy is available on the Companywebsite viz. www.nsil.net.in on the Investor Relation page under the sectiontitled‘Polices’.

6. CHANGES IN SHARE CAPITAL

During the financial year 2015-16 there has been no change in the equity share capitalof the Company.

7. DIRECTORS AND KEY MANAGERIAL PERSONNEL Appointment

Mr. Umashankar Hegde Mr. Maninder Singh Chhabra & Mr. Bhushan Shah were appointedas Additional Directors on the Board of the Company on 28th October 2015 3rd February2016 & 6th July 2016 respectively and hold office upto the date of the ensuing AnnualGeneral Meeting. Your Company has received notices from shareholders along with requisitedeposits proposing their candidatures for appointment as Directors at the ensuing AnnualGeneral Meeting. Mr. Mahesh Thakur was appointed as Chief Executive Officer of the Companywith effect from 14th August 2015. Mr. Varun Shah was appointed as Company Secretary andCompliance Officer w.e.f 3rd September 2016.

Mr. Narinder Pal Singh and Mr. A.L.Ananthanarayanan continued to be Directors of theCompany during the year under review.

Mr. Rameshchandra Chechani continues to be the Chief Financial Officer of the Company

Re-appointment

As per the provisions of the Companies Act 2013 Ms. Smita Ghag would retire at theensuing Annual General Meeting and being eligible offers herself for reappointment.

Resignation

Mr. Sagar Gawde and Mr. Santosh Kumar Ojha resigned as Independent Directors of theCompany with effect from 30th July 2015 and 08 April 2016 respectively.

Mr. Deepak Chitnis resigned as the Director of the Company w.e.f 18th January 2016.

Further Mr. Pinkesh Shah was re-appointed as the Manager of the Company w.e.f 28th May2015. However due to his preoccupations he resigned as Manager and Chief ExecutiveOfficer (CEO) of the Company w.e.f 14th August 2015. Mr. Abhijeet Shinde resigned as theCompany Secretary and Compliance officer of the Company w.e.f 21st October2015 and in his place Ms. Ami Parikh was appointed as the Company Secretary and Complianceofficer of the Company w.e.f. 3rd November 2015 who resigned on 2ndAugust 2016.

8. BOARD MEETINGS

During the financial year2015-2016 6 (Six) Board meetings were held on 28thApril 2015 14th May 2015 14th August 2015 16thSeptember 2015 3rd November 2015 and 3rd February 2016. Theintervening gap between two meetings was within the period specified in the Companies Act2013 and the Secretarial Standard. Details of meeting attended by Director are as below:

Name of Director(s) Category Number of Meetings which director was entitled to attend Total no. of board meetings attended
1. Smita Ghag Chairperson & Non-Executive Director 6 6
2. Narinder Pal Singh Non-Executive Director 6 3
3. Ananthanarayanan Ariyanaya KipuramLakshminarayanan Non-Executive Director 6 3
4. Deepak Chitnis1 Non-Executive Director 5 5
5. Sagar Gawde2 Independent Director 2 2
6. Santosh Kumar Ojha3 Independent Director 6 3
7. Umashankar Hegde Additional Director (Categorized as Independent Director) 2 2
8. Maninder Chhabra4 Additional Director - -

1 Mr. Deepak Chitnis resigned as Director of the Company w.e.f. 18thJanuary 2016

2 Mr. Sagar Gawde resigned as an Independent Director of the Companyw.e.f 30thJuly 2015

3 Mr. Santosh Kumar Ojha resigned as an Independent Director of the Company w.e.f.8th April 2016.

4 Mr. Maninder Chhabra was appointed as a Director of the Company w.e.f. 3rdFebruary 2016

9. COMMITTEES OF THE BOARD

The details of various Committees constituted by the Board of Directors of the companyare given hereunder:

A. Audit Committee

The Audit Committee has been constituted by the Board of Directors of the Company inaccordance with the provisions of Section 177 of the Companies Act 2013 and in accordancewith the provisions of SEBI (Listing Obligation and Disclosures Requirements) Regulations2015. The details in respect of the composition number of meetings held and attended bythe members of the Audit Committee during the financial year ended 31st March 2016 aregiven in the Corporate Governance Report appended to this Annual Report.

B. Nomination and Remuneration Committee:

In accordance with the provisions of Section 178 of the Companies Act 2013 and SEBI(Listing Obligation and Disclosures Requirements) Regulations 2015 the Board hasconstituted Nomination and Remuneration Committee (NRC). The details in respect of thecomposition number of meetings held and attended by the members of the Nomination andRemuneration Committee during the financial year ended 31st March 2016 aregiven in the Corporate Governance Report appended to this Annual Report. The Board onrecommendation of the Nomination and Remuneration Committee has approved a policy settingout the criteria for determining qualifications positive attributes independence of aDirector and other matters provided under Section 178(3) of the Companies Act 2013. ThePolicy on Directors appointment and remuneration for Directors Key Managerial PersonnelSenior Management Personnel including policy for performance evaluation of IndependentDirectors Board Committees and other individual Directors is attached herewith as AnnexureII.

C. Corporate Social Responsibility Committee

The Board of Directors of your Company has constituted Corporate Social ResponsibilityCommittee and also approved its terms of reference in line with the provisions of Section135 of the Companies Act 2013 read together with the Rules made thereunder. The detailsin respect of the composition number of meetings held and attended by the members of theCorporate Social Responsibility Committee during the financial year ended 31stMarch 2016 are given in the Corporate Governance Report appended to this Annual Report.

The details required under the Companies (Corporate Social Responsibility Policy)Rules 2014 are given in CSR Report appended as Annexure III to this Report.

The brief outline of the initiatives undertaken by the Company on CSR activities areset out in Annexure III of this Report. The CSR Policy of the Company is alsoannexed to this Report as Annexure III.

D. Stakeholders Relationship Committee:

The Board has already constituted Stakeholders Relationship Committee in accordancewith Section 178 of the Companies Act 2013 and SEBI (Listing Obligation and DisclosuresRequirements) Regulations 2015. The details in respect of the composition number ofmeetings held and attended by the members of the Stakeholders Relationship Committeeduring the financial year ended 31st March 2016 are given in the CorporateGovernance Report appended to this Annual Report.

10. DECLARATION GIVEN BY INDEPENDENT DIRECTORS

The Company has received and taken on record declaration from the Independent Directorsof the Company in accordance to Section 149(7) of the Companies Act 2013 that they meetthe criteria of independence as laid down under Section 149(6) of the Companies Act 2013and Regulation 16 (1) (b) of SEBI (Listing Obligations and Disclosure Requirements)Regulations 2015.

11. BOARD EVALUATION

During the year in terms of the requirements of the Companies Act 2013the Boardcarried out the evaluation of the Board as a whole Board Committees and Directors. Theevaluation process focused on various aspects of the functioning of the Board andCommittees such as composition of the Board and Committees experience and competenciesperformance of specific duties and obligations etc. A separate exercise was carried out toevaluate the performance of individual Directors on parameters such as attendancecontribution and independent judgement. The performance evaluation of the Non-ExecutiveDirectors (other than Independent Directors) was carried out by the Independent Directorsat their meeting held on 17th March 2016.

The results of the evaluation were shared with the Board Chairman of respectiveCommittees and individual Directors.

Based on the outcome of the evaluation the Board and Committees have agreed on anaction to further improve the effectiveness and functioning of the Board and Committees.

12. DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURESAS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014

The disclosure on the details of remuneration to directors and other employees pursuantto Section 197 read with Rule 5(1)of the Companies (Appointmentand Remuneration ofManagerialPersonnel) Rules 2014 has been annexed herewith as Annexure IV.

Since there are no employees on the roll of the Company the requirement of disclosingthe details of employees pursuant to Rule (5)(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 is not applicable.

13. EXTRACT OF ANNUAL RETURN

Pursuant to Section 92(3) of the Companies Act 2013 (‘the Act’) and rule12(1) of the Companies (Management and Administration) Rules 2014 extract of annualreturn is annexed as Annexure V.

14. AUDIT & AUDITORS

a. Report on Statutory Audit

The Report given by the Auditors on the financial statements of the Company is part ofthe Annual Report. There is no qualification reservation adverse remark or disclaimergiven by the Auditors in their Report.

b. Statutory Auditors

M/s. Shanker and Kapani Chartered Accountants were appointed as Statutory Auditors atthe 51st Annual General Meeting for the period of 5 years subject toratification by members at every Annual General Meeting held thereafter. However M/sShanker and Kapani Chartered Accountants vide their letter dated 3rd September2016 resigned as Auditors of the Company.

In accordance with the provisions of Section 139 (8) of the Companies Act 2013 theBoard of Directors of the Company at its Meeting held on September 3 2016 have filled thecasual vacancy caused by their resignation and have recommended the appointment of M/sMZSK & Associates Chartered Accountants as the Statutory Auditors of the Company whoshall hold office till the conclusion of the 53rd Annual General Meeting.

M/s. MZSK & Associates is a leading Chartered Accountancy Firm in India and is theMember Firm of BDO International which has presence in 6 cities in India viz. MumbaiPune New Delhi - Gurgaon Bengaluru Hyderabad and Aurangabad with a team of 13 Partnersand over 280 Employees which includes Chartered Accountant's Advocates CompanySecretaries and Articles.

The firm serves several Multinational Companies and Indian Corporates across allindustries in Technology Services Real Estate Manufacturing & Distribution Segmentsproviding integrated advice and support. Further the Board of Directors of the Companyhave recommended the appointment of M/s. MZSK & Associates Chartered Accountants asthe Statutory Auditors of the Company for period of five years from the conclusion of the53rd Annual General Meeting till the conclusion of the 58th AnnualGeneral Meeting of the Company to be held in the year 2021 (subject to ratification of theappointment by the Members at every Annual General Meeting held after the 53rdAnnual General Meeting).

A proposal seeking their appointment has been incorporated in the Notice of the AnnualGeneral Meeting

c. Internal Audit

Pursuant to the provisions of Section 138 of the Companies Act 2013 and as per therecommendation of the Audit Committee the Board of Directors appointed Mr. Parag ParekhChartered Accountant Mumbai as an Internal Auditor of the Company. The Internal AuditTeam monitors and evaluates the efficiency and adequacy of internal control systems in theCompany. Significant Observations and Corrective actions given by the Internal Audit Teamare presented to the Audit Committee from time to time.

d. Secretarial Audit

M/s. Shravan A. Gupta and Associates (Membership No. A27484 CP No. 9990) PracticingCompany Secretary has been appointed as the Secretarial Auditor of the Company to carryout Secretarial Audit for the financial year

2015-16. The Secretarial Audit Report issued by M/s Shravan A. Gupta and Associates inform MR-3 for the financial year 2015-16 forms part of this report and is annexed as AnnexureVI. The said report does not contain any observation or qualification requiringexplanation or comments from the Board under the Section 134(3) of the Companies Act2013.

e. Cost Audit

Pursuant to the provisions of Section 148 of Companies Act 2013 read withNotification/Circulars issued by the Ministry of Corporate Affairs from time to time andas per the recommendation of the Audit Committee the Board of Directors appointed Mr.Dushyant C. Dave (Membership No: 7759) as the Cost Auditor to conduct the audit of costrecords of the Company for the financial year 2015-16.

15. LOANS GUARANTEES SECURITIES AND INVESTMENT

The Company is engaged in the business of providing "infrastructuralfacilities" as defined in Schedule VI of the Companies Act 2013 and therefore theprovisions of Section 186 are not applicable to any loans and guarantee given or securityprovided by the Company in terms of exemption provided u/s 186(11) (a).

During the financial year ended 31st March 2016 the Company has not madeany Investments.

The disclosures w.r.t Regulation 34(3) of the SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 relating to Loans and Advances to related parties is givenin the Financial Statements (Refer Note 23 (9) of the Financial Statements)

16. HOLDING SUBSIDIARY ASSOCIATE AND JOINT VENTURE COMPANY

The Company continues to be the subsidiary of Anantnath Constructions And Farms Pvt.Ltd. which in turn is the subsidiary of Lodha Developers Private Limited. SambhavnathInfrabuild and Farms Private Limited is the Ultimate holding Company.

During the financial year ended 31st March 2016 the Company did not haveany subsidiaries joint venture and associate Companies.

17. 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 addressedthrough mitigating actions on a continuing basis. The key risks and mitigating actions arealso placed before the Board of Directors/Audit Committee of the Company.

Pursuant to the requirements of Section 134(3)(n) of the Companies Act 2013 theCompany has also put in place "Risk Management Policy".

18. INTERNAL FINANCIAL CONTROLS

Internal Financial Controls with reference to financial statements as designed andimplemented by the Company are adequate. During the year under review no material orserious observation has been received from the Statutory Auditors and the InternalAuditors of the Company on the inefficiency or inadequacy of such controls. The Companyhas policies and procedures in place for ensuring proper and efficient conduct of itsbusiness safeguarding of its assets the prevention and defectiveness of frauds etc.

19. INTERNAL CONTROL SYSTEMS

The Company's internal control systems are commensurate with the nature of its businessand the size and complexity of operations. These systems are routinely tested andcertified by Statutory as well as Internal Auditor and cover all offices sites and keybusiness areas. Significant audit observations and follow up actions thereon are reportedto the Audit Committee. The Audit Committee reviews adequacy and effectiveness of theCompany's internal control environment and monitors the implementation of auditrecommendations including those relating to strengthening of the Company's riskmanagement policies and systems. These systems provide a reasonable assurance in respectof financial and operational information complying with applicable statutes safeguardingof assets of the Company prevention & detection of frauds accuracy &completeness of accounting records and ensuring compliance with corporate policies.

20. VIGIL MECHANISM

The Company has established a Vigil Mechanism process by adopting a Whistle BlowerPolicy for directors and employees. This policy outlines the procedures for reportinghandling investigating and deciding on the course of action to be taken in caseinappropriate conduct / behaviour is/are noticed reported or suspected. The Policyprovides for adequate safeguards against victimization of persons who use the mechanismand has a process for providing direct access to the Ombudsman in appropriate orexceptional cases.

The employees of the Company have the right to report their concern or grievance to theChairman of the Audit Committee. The Whistle Blower Policy is posted on the Company’swebsite http://www.nsil.net.in/pdf/ Vigil%20Mechanism%20Policy.pdf

21. FAMILIARISATION PROGRAMME FOR INDEPENDENT DIRECTORS

The Company held the familiarization programme for the Independent Directors of theCompany and familiarized the Independent Directors with their their roles rightsresponsibilities in the Company nature of the industry in which the Company operatesbusiness model of the Company. The details of the same are put up on the website of theCompany at the link http://www.nsil.net.in/pdf/Familarisation%20programme.pdf.

22. CODE OF CONDUCT

Pursuant to Regulation 34(3) and Schedule V of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 the declaration signed by the CEO affirming thecompliance of Code of Conduct by the Directors and senior management personnel for thefinancial year ended 31st March 2016 is annexed to and forms part of theCorporate Governance Report appended to this Annual Report.

23. CORPORATE GOVERNANCE

The Company is committed to maintain the highest standards of Corporate Governance andadhere to the Corporate Governance requirement as set out by SEBI. The Report on CorporateGovernance 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) Regulations2015 the Practicing Company Secretary Certificate on Corporate Governance is enclosed tothe Corporate Governance Section of the Annual Report.

24. DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGSAND 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) At all its major projects electrical designs have been fine tuned to contain the voltage drop to less than 5%.
(iv) 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. Same as Above
c) Steps taken for utilizing alternate source of energy
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) Minimise use of paper in its offices across all sites.
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? Not applicable
d) If not fully absorbed areas where this has not taken place reasons thereof
4. The expenditure incurred on Research and Development Nil

C. Foreign exchange earnings and Outgo

During the financial year ended 31st March 2016 the total foreign exchangeused was Nil and the total foreign exchange earnings was Rs. 73.92 lakhs

25. SUSPENSION IN TRADING OF EQUITY SHARES OF THE COMPANY

The trading in the Equity Shares of the Company is suspended on BSE Limited and CSELimited.

The Company is in the process of completing all pending Corporate Actions with BSELimited in order to revoke the suspension of trading in the Equity Shares of the Company.Also as a prerequisite the Company has obtained ISIN (Permanent ISIN: INE166R01015) fromCentral Depository Services (India) Limited (CDSL) and National Securities DepositoryLimited (NSDL) for all shares listed on BSE Limited i.e. 20000000 Equity Shares forproviding dematerialisation facility to the Shareholders of the Company.

26. GENERAL

Your Directors state that for the financial year ended March 31 2016 no disclosure isrequired in respect of the following items and accordingly confirm as under: a. TheCompany 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 orcommitments affecting the financial position of the Company between March 31 2016 and thedate of this report d. The Company has not accepted any deposits during financial year2015-16. e. No instance of fraud has been reported to Board of Directors of the Company bythe Auditors or any other person. f. There are no significant or material for which orderswere passed by the Regulators/Courts/Tribunals which impact the going concern status andCompany’s operations in future. g. During the financial year 2015-16 there is nochange in the nature of the business of the Company. h. There has been no Issue of equityshares with differential rights as to dividend voting or otherwise during the financialyear 2015-16 i. The Company has not issued any shares (including sweat equity shares) toemployees of the Company under any scheme during the financial year 2015-16.

27. DIRECTORS’ RESPONSIBILITY STATEMENT

Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of theCompanies Act 2013 the Board of Directors hereby confirms that: (a) in the preparationof the annual accounts for the financial year ended 31st March 2016 theapplicable accounting standards read with the requirements set out under Schedule III tothe Act have been followed; (b) the Directors had selected such accounting policies andapplied them consistently and made judgments and estimates that are reasonable and prudentso as to give a true and fair view of the state of affairs of the Company as at 31stMarch 2016 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 adequateaccounting records in accordance with the provisions of this Act for safeguarding theassets 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 Directorshad laid down internal financial controls to be followed by the Company and such internalfinancial controls are adequate and been operating effectively; and (f) the Directors haddevised proper systems to ensure compliance with the provisions of all applicable laws andthat such systems were adequate and operating effectively.

ACKNOWLEDGEMENT

Your Directors place on record their appreciation for stakeholders at all levels whohave 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 : 3rd September 2016 Director Director
Place : Mumbai DIN: 02630680 DIN: 02447362

ANNEXURE l FORM AOC -2 Particulars of material contracts or arrangement or transactionsat arm’s length basis

(Pursuant to Clause (h) of sub-section (3) of Section 134 of the Act and Rule 8(2) ofthe Companies (Accounts) Rules 2014-AOC 2) This forms pertains to the disclosure ofparticulars of contracts/arrangements entered into by the company with related partiesreferred to in sub-section (1) of Section 188 of the Companies Act 2013 including certainarm’s length transactions under third proviso thereto.

1. Details of contracts or arrangement or transactions not at arm’s lengthbasis:

Name(s) of the related party and nature of relationship Bakelite Hylam Limited (Mr. Narinder Pal Singh Director of the Company is also a Director on the Board of this Company and holds more than 2% of Shareholding in this Company)
Nature of contracts/arrangements/transactions Availing or Rendering Services as per Clause (iv) of Section 188 (3) of the Companies Act 2013
Duration of the contracts / arrangements/transactions -
Salient terms of the contracts or arrangements or transactionsincluding the value if any Consultancy Services with Bakelite Hylam Limited relating to Real Estate Projects of the Company for an amount not exceeding Rs. 5 crores.
Justification for entering into such contracts or arrangements or transactions The Company was earlier part of the Bakelite Hylam Ltd Group and hence Bakelite Hylam Ltd had an understanding of the business requirements of the Company. Hence the Company had availed consultancy services from Bakelite Hylam Ltd for its real estate project. The availment of these services by the Company is at arm's length basis.
Date(s) of approval by the Board 28th January 2015
Amount paid as advances if any Nil
Date on which the special resolution was passed in general meeting as required under first proviso to section 188 N.A

Note:- The above said transaction was at arm's length basis but since it was not inordinary course of business the same has been disclosed herein.

2. Details of material contracts or arrangement or transactions at arm’slength basis

Name(s) of the related party and nature of relationship Nature of contracts/ arrangements/ transactions Duration of the contracts/ arrangements/ Transactions Value Rs. (in Lakhs) Salient terms of the contracts or arrangements or transactions including the value if any Justification for entering into such contracts or arrangements or transactions: Date(s) of approval by the Board if any Amount paid as advances if any
NIL

 

For and on behalf of the Board of Directors
National Standard (India) Limited
Maninder Chhabra Smita Ghag
Date : 3rd September 2016 Director Director
Place : Mumbai DIN: 02630680 DIN: 02447362

ANNEXURE II POLICY ON DIRECTORS’APPOINTMENT AND REMUNERATION FOR DIRECTORS KEYMANAGERIAL PERSONNEL SENIOR MANAGEMENT PERSONNEL AND OTHER EMPLOYEES

Background & Objectives:

Clause 49 of the Listing Agreement andSection 178 of the Companies Act 2013 (‘theAct’) requires the Nomination and Remuneration Committee to identify persons who arequalified to become Directors and who may be appointed in Senior Management and toformulate a Policy relating to the remuneration for the Directors Key ManagerialPersonnel (KMP) Senior Management and other employees of the Company and recommend thesame for approval of the Board. Further Section 134 of the Act stipulates that the BoardReport shall include a statement on Company’s Policy on Directors’ appointmentand remuneration including criteria for determining qualifications positive attributesindependence of Director and remuneration for Key Managerial Personnel and otheremployees.

This Policy shall act as a guideline for determining inter-alia qualificationspositive attributes and independence of a Director matters relating to the remunerationappointment removal and evaluation of performance of the Directors Key ManagerialPersonnel Senior Management and other employees.

Objective and Role of Committee:

To attract recruit and retain good and exceptional talent.

To identify persons who are qualified to become Directors and who may be appointment inSenior Management in accordance with the criteria laid down in this Policy.

To guide the Board in relation to appointment and removal of Directors.

To evaluate the performance of the Members of the Board including IndependentDirectors. Formulation of criteria for evaluation of Independent Director and the Board.

To determine criteria for payment of remuneration to Directors Key ManagerialPersonnel Senior Management and Employees.

To recommend to the Board on remuneration payable to the Directors including KeyManagerial Personnel Senior Management and Employees if required.

To ensure that level and composition of remuneration is reasonable and sufficientrelationship of remuneration to performance is clear and meets appropriate performancebenchmarks.

To devise a Policy on Board diversity.

To carry out any other function as is mandated by the Board from time to time and/orenforced by any statutory notification amendment or modification as may be applicable.

To perform such other functions as may be necessary or appropriate for the performanceof its duties.

Definitions:

"Act" means the Companies Act 2013 and rules thereunder.

"Board of Directors" or "Board" means the Board ofDirectors of National Standard (India) Limited as constituted from time to time.

"Company" means National Standard (India) Limited.

"Committee" means Nomination and Remuneration Committee of the Company asconstituted or reconstituted by the Board.

"Director" means a director appointed to the Board of a Company.

"Independent Director" means an independent director referred to insub-section (5) of Section 149 of the Companies Act 2013.

"Policy" means Nomination and Remuneration Policy.

"Key Managerial Personnel" (KMP) means: a. Chief Executive Officer or theManaging Director or the Manager

b. Whole-time Director c. Chief Financial Officer d. Company Secretary e. Such otherofficer as may be prescribed

"Senior Management Personnel" for this purpose shall mean personnel ofthe Company who are members of its core management team excluding Board of Directorscomprising all members of management one level below the executive Director(s) includingthe functional/vertical heads.

Unless the context otherwise requires words and expressions used in this Policy andnot defined herein but defined in the Companies Act 2013 as may be amended from time totime shall have the meaning respectively assigned to them therein.

Composition

The Committee shall comprise at least three (3) Directors all of whom shall benon-executive Directors and at least half shall be independent.

The Board shall reconstitute the Committee as and when required to comply with theprovisions of the Companies Act 2013 and applicable statutory requirement.

Minimum two (2) members shall constitute a quorum for Committee meeting. Membership ofthe Committee shall be disclosed in the Annual Report. Chairman of the Committee shall bean Independent Director.

Chairperson of the Company may be appointed as a member of the Committee but shall notChair the Committee

Frequency of Meetings:

The meeting of the Committee shall be held at such regular intervals as may berequired.

Committee Member’s Interest:

A member of the Committee is not entitled to be present when his or her ownremuneration is discussed at a meeting or when his or her performance is being evaluated.

The Committee may invite such executives as it considers appropriate to be presentat the meetings of the Committee.

Voting:

Matters arising for determination at Committee meetings shall be decided by a majorityof votes Members and voting and any such decision shall for all purposes be deemed adecision of the Committee.

In the case of equality of votes the Chairman of the meeting will have a casting vote.

Appointment– Criteria Identification

The Committee shall identify and ascertain the integrity professional qualificationexpertise and experience of the person who is proposed to be appointed as a Director KMPor at a Senior Management level and appropriate recommendation shall be made to the Boardwith respect to his/her appointment. However the Committee while identifying person whois proposed to be appointed as a Director KMP or at a Senior Management level mayidentify and appoint the employees of the group companies.

A person should possess adequate qualification expertise and experience for theposition he/she is considered for appointment as KMP Senior Management Personnel of theCompany. The Committee on the recommendation of Human Resource Department (HRDepartment) if required shall have the discretion to decide whether qualificationexpertise and experience possessed by a person is sufficient / satisfactory for theconcerned position.

Appointment of Independent Directors shall be subject to the provisions of Section 149of the Act read with schedule IV and rules made thereunder. Before appointment asIndependent Director the Committee shall satisfy itself that the proposed personsatisfies the criteria of independence as stipulated under Section 149(6) of the Act.

Appointment of Directors on the Board of a Company shall be subject to therecommendation made by the Committee.

However the decision of the Board with respect to appointment of a Director shall befinal.

Appointment of Managing Director and Whole-time Director shall be subject to provisionsof Sections 196 197 198 and 203 of the Act read with Schedule V and rules made thereunder. The Committee shall ensure that a person shall not occupy position as a ManagingDirector/Whole-time Director beyond the age of seventy years unless his appointment isapproved by a special resolution passed by the Company in general meeting. Nore-appointment shall be made earlier than one year before the expiry of term.

No person shall be eligible to be appointed as a Director if he/she is subject to anydisqualifications as stipulated under the Companies Act 2013 or any other law(s) for thetime being in force.

Removal:

Due to reasons for any disqualification mentioned in the Act or under any otherapplicable Act rules and regulations there under the Committee may recommend to theBoard with reasons recorded in writing removal of a Director KMP or Senior ManagementPersonnel subject to the provisions and compliance of the said Act rules andregulations.

Retirement:

The Director KMP or Senior Management Personnel shall retire as per the applicableprovisions of the Act and the prevailing Policy of the Company if any. The Board willhave the discretion to retain the Director in the same position/ remuneration orotherwise even after attaining the retirement age for the benefit of the Company.

Evaluation:

A) Independent Directors/Non-Executive Directors

The Committee shall carry out evaluation of performance of IndependentDirectors/Non-Executive Directors every year ending 31st March. In case if aDirector is a member of the Committee he/she shall abstain himself/herself fromparticipation when he/she is being evaluated.

As a part of evaluation the Committee shall determine the following criteria:

• Membership & attendance - Committee and Board Meetings

• Contribution during such meetings

• Willingness to spend time and effort learning about the Company and its business

• Active participation in strategic decision making

• Inputs to executive management on matters of strategic importance

• Individual Performance and Contribution

• Such other matters as the Committee/Board may determine from time to time.

B) Executive Directors

The Committee shall carry out evaluation of performance of Executive Directors everyyear ending 31st March. In case if a Director is a member of the Committeehe/she shall abstain himself/herself from participation when he/she is being evaluated.The evaluation shall be on the basis of Key Performance Indicators (KPI) which would beidentified based on

a) their commitment to achieve Company’s goals and alignment with the strategicdirection

b) their decision making ability and c) their ability and actions to safeguard theinterest of shareholders of the Company and weights assigned for each measure ofperformance keeping in view the distinct roles of each Executive Director. The identifiedKPI for Executive Directors shall be approved by the Board pursuant to recommendation ofthe Committee if required.

C) Key Managerial Personnel /Senior Management/ Employees

The HR Department shall assign the responsibility of carrying out the evaluation of theaforementioned persons every year ending March 31st to the concerneddepartment heads. KPI are identified well in advance at the commencement of the financialyear. Performance benchmarks shall be set and evaluation of employees would be done by therespective reporting manager(s)/Management to determine whether the performance benchmarksare achieved. The payment of remuneration/annual increment to the aforementioned personsshall be determined after the satisfactory completion of Evaluation process.

The objective of carrying out the evaluation by the Company is to identify and rewardthose with exceptional performances during any financial year. Additional Training andDevelopment Orientation programs on need basis shall be provided to employees whoseperformance during any financial year do not meet the benchmark criteria.

Further the performance of the Committees formed by the Board will be evaluated basedon the terms of reference assigned to the respective Committees.

Matters relating to remuneration perquisites for Directors KMP/Senior ManagementPersonnel & Employees:

Clause 49 of the Listing Agreement and Section 178 of the Act emphatically specifythat the Committee while formulating the Policy shall ensure the following: the level andcomposition of remuneration is reasonable and sufficient to attract retain and motivateDirectors of the quality required to run the Company successfully; relationship ofremuneration to performance is clear and meets appropriate performance benchmarks; andremuneration to Directors Key Managerial Personnel and senior management involves abalance between fixed and incentive pay reflecting short and long-term performanceobjectives appropriate to the working of the Company and its goals.

In the Company the remuneration structure for Executive Directors/Senior Management& Employees comprises of :

a) A fixed base salary set at a level aimed at attracting and retainingexecutives with professional and personal competences required to drive the Company’sperformance.

b) Performance Bonus based on achieving the minimum KPI predefined at thecommencement of the financial year.

c) Retirement benefits including PF gratuity etc.

d) Such other emolument(s) as the HR department may after consultation with theManagement determine from time to time.

Criteria for Remuneration:

1) KMP/Senior Management/other employees

Upon the satisfactory completion of Evaluation process and after taking intoconsideration the performance appraisal of the concerned employee(s) and also taking intoconsideration the profitability/performance of the Company salary increments/performancebonus would be decided by the concerned Department Head(s)/Management as the case may be.The increments/ performance bonus declared shall be solely as per Company Policy.

Determination of remuneration/performance bonus for KMP /Senior Management/otheremployees so far as there are no regulatory requirements need not berecommended/approved by the Committee/Board. The concerned Department Head(s)/Managementon the recommendation of the HR department shall have the discretion to determine thequantum of remuneration to be payable to KMP/Senior Management and other employees as thecase may be. Regulatory compliance if any needs to be complied appropriately beforedetermining/approving remuneration.

2) Executive Director(s) (EDs)

The remuneration/compensation etc. to Executive Directors (EDs) of the Company duringany financial year shall be determined on the basis of they achieving the Key PerformanceIndicators (KPIs) as is set on them at the commencement of every financial year. Theremuneration/compensation shall be determined by the Committee after considering the KPIachieved by EDs. The Committee may consider the recommendation of HR department whiledetermining the remuneration to be paid to EDs.

The remuneration payable to EDs and Whole-time Directors shall be subject to theprovisions of Section 197 and 198 of the Companies Act 2013 or which may be mutuallyagreed.

3) Non-Executive Director/Independent Director

The Non-executive / Independent Directors (NEDs) of the Company may be paid sittingfees as per the applicable Regulations. Any revision in the quantum of sitting fees shallbe subject to approval of Board of Directors of the Company. Further the travellingboarding and lodging expenses if any shall be reimbursed to the Directors based out ofMumbai.

The profit-linked Commission may be paid within the monetary limit approved by theshareholders of the Company and subject to compliance with the provisions of CompaniesAct 2013 if any. The aforesaid Commission shall be paid subject to NEDs satisfying thecriteria approved by the Board for receiving remuneration.

Pursuant to the provisions of the Act an Independent Director shall not be entitled toany stock option (ESOPs) of the Company.

Where any insurance is taken by the Company on behalf of its KMP and any otheremployees for indemnifying them against any liability the premium paid on such insuranceshall not be treated as part of the remuneration payable to any such personnel. Providedthat if such person is proved to be guilty the premium paid on such insurance shall betreated as part of the remuneration.

Amendments to the Policy:

The Board of Directors on its own and / or as per the recommendations of Nomination andRemuneration Committee can amend this Policy as and when deemed fit.

In case of any amendment(s) clarification(s) circular(s) etc. issued by the relevantauthorities not being consistent with the provisions laid down under this Policy thensuch amendment(s) clarification(s) circular(s) etc. shall prevail upon the provisionshereunder and this Policy shall stand amended accordingly from the effective date as laiddown under such amendment(s) clarification(s) circular(s) etc.

ANNEXURE III REPORT ON CSR ACTIVITIES/ INITIATIVES

[Pursuant to Section 135 of the Act & Rules made thereunder]

Sr. No. Particulars Details
1. A brief outline of the Company’s CSR policy including overview of projects or programs proposed to be undertaken and a reference to the web- link to the CSR policy and projects and programs The Policy emphasizes initiatives in specific areas of social development that would include primary and secondary education skills development vocational training health and hygiene preventive health care and sanitation women empowerment environment and ecological protection character building by providing training opportunities in sports and cultural activities etc.
The Company has framed its CSR Policy in compliance with the provisions of the Companies Act 2013 and the same is available on the Company’s website at the web-link : http://www.nsil.net.in/pdf/Corporate%20Social%20 Responsibility%20 Policy.pdf
2. Present Composition of the CSR Committee Ms. Smita Ghag Chairperson
Mr. Umashankar Hegde Member
Mr. Bhushan Shah Member
3. Average Net Profit of the Company for last three financial years Rs. 400468333/-
4. Prescribed CSR Expenditure (two percent of the amount as per item 3 above) Rs. 8009367/-
5. Details of CSR spent during the financial year;
a. Total amount spent for the financial year Rs. 8100000/-
b. Amount unspent if any Nil
c. Manner in which the amount spent during the financial year is detailed below: Refer Annexure A
6. In case the Company has failed to spend the two percent of the average net profit of the last three financial years or any part thereof the Company shall provide the reasons for not spending the amount in its Board Report. N.A

The implementation and monitoring of CSR policy is in compliance with CSR objectivesand policy of the Company.

Ms. Smita Ghag Mr. Umashankar Hegde
Chairperson of CSR Committee Member
DIN: 02447362 DIN:06797098

Annexure A

CSR Project or activity identified Sector in which the project is covered Project or programs (1) Local area or other (2) Specify the state and district where projects or programs was undertaken

Amount outlay (budget) project or programs wise

Amount spent on the projects or programs sub heads: (1) Direct Expenditure on projects and programs (2) Overheads:

Cumulative expenditure up to the reporting period

Amount spent Direct or through implementing agency*

1 Donation given to the Trust for promoting education and undertaking other community welfare measures such as imparting vocational training etc Vocational Training Programs {Schedule VII(ii)} Mumbai Maharashtra Rs. 8009367/- Rs. 8100000/- Rs. 8100000/- Implementing Agency
Rs. Rs. Rs.
Total 8009367 8100000 8100000

*Lodha Charitable Trust is registered Public Charitable Trust established in 2007 withan overall aim of enabling lives living and livelihood for a stronger India. The focusareas of the foundation are health education and livelihood development. Lodha CharitableTrust has a track record of more than three years in undertaking such projects andprograms.

Annexure-III Corporate Social Responsibility Policy

A. Preamble :

National Standard (India) Limited ("the Company") has adopted a Policy onCorporate Social Responsibility (CSR). The Company shall strive to be a sociallyresponsible company and strongly believes in development which is beneficial for thesociety at large. The Company shall carry out the CSR activities where it has its majorbusiness presence.

B. Policy Objective :

The objective of this Policy is to set guiding principles for carrying out CorporateSocial Responsibility (CSR) activities and also to set up process of implementation andmonitoring of the CSR activities to be undertaken by the Company.

C. Scope and Implementation of CSR :

The Company shall implement the CSR activities / programs as a combined effort betweenitself and its subsidiaries in such a manner that their individual CSR Committees willbe in a position to report separately on CSR activities / programs in accordance withSection 135 of Companies Act 2013 and notified rules.

All CSR projects/activities will be over and above the normal course of the Company'sbusiness.

The Company may decide to do CSR activities through a registered trust or registeredsociety or a Section 8 Company either singly or along with its holding or subsidiary orassociate company or along with any other company or holding or subsidiary or associatecompany of such company or otherwise.

If such trust society or section 8 companies are not established by the Company oraforementioned companies - then they should have an established track record of 3 years inundertaking similar projects or programs.

The Company shall engage / co-ordinate with these Implementing Agencies and seekrequisite documents / papers so as to ensure that they have an established track record inundertaking CSR activities.

The Company shall specify the project or programs to be undertaken by these entitiesthe modalities of utilization of funds on such projects and programs and the monitoringand reporting mechanism.

The Company may also collaborate with other companies for undertaking CSR activities -provided they are able to report separately such activities.

D. Composition and Quorum of CSR Committee :

Pursuant to the provisions of Section 135 of the Act the Members of CSR Committeeshall be appointed by the Board of Directors of the Company. Members of the CSR Committeeshall meet at mutually decided time as and when required by sending notice or e-mails inorder to perform decide and monitor the implementation of this CSR Policy. The quorum ofCSR Committee shall be two members or one third of the total strength whichever is higher.

E. Scope of CSR Committee is as under:

1. Formulate and recommend to the Board a Corporate Social Responsibility Policy;

2. Finalise and approve the amount of expenditure to be incurred on the activities tobe undertaken for Corporate Social Responsibility and for this purpose approve the annualplans and budgets;

3. Ensure that the company spends towards Corporate Social Responsibility in everyfinancial year amount as may be recommended by the CSR Committee;

4. Ensure that the activities as are included in Corporate Social Responsibility Policyof the company are undertaken by the company;

5. Monitor the Corporate Social Responsibility Policy of the Company from time to time.

Any other matter as the CSR Committee may deem appropriate after the approval of theBoard of Directors or as may be directed by the Board from time to time.

F. Areas of CSR activities:

The Company may undertake the below activities under the ambit of CSR:

1. Eradicating hunger poverty and malnutrition promoting health care includingpreventive health care and sanitation

and making available safe drinking water;

2. Promoting education hosting events performances in pure arts including specialeducation and employment enhancing vocational skills especially among children women andthe differently abled and livelihood enhancement projects;

3. Promoting gender equality empowering women setting up homes and hostels for womenand orphans; day care centers and such other facilities and measures for reducinginequalities faced by socially and economically backward groups;

4. Ensuring environmental sustainability ecological balance protection of flora andfauna and conservation of natural resources;

5. Protection of national heritage art and culture; setting up public libraries;promotion and development of traditional arts and handicrafts;

6. Contributions to the Prime Minister's National Relief Fund or any other fund set upby the Central Government for socio-economic development and relief and welfare of theScheduled Castes the Scheduled Tribes other backward classes minorities and women;

7. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by the Central Government;

8. Rural development projects;

9. Slum area development;

10. Contribution to Prime Minister's National Relief Fund etc.;

11. Contributions or funds provided to technology incubators located within academicinstitutions which are approved by Central Government; 12. Contribution to corpus of atrust / society / section 8 company would also qualify as CSR expenditure as long as theyare created exclusively for undertaking CSR activities or where the corpus is createdexclusively for the purpose directly relatable to a subject covered in Schedule VII of theAct; The Company may contribute to other areas of interest as permitted under ScheduleVII of the Act & update the above list as per Section 135 and Schedule VII of theAct as amended from time to time.

G. Budget

A specific budget will be allocated for CSR activities alongwith the projected plan onan annual basis. The amount & the projected plan will be approved by the Board on therecommendation of the CSR Committee. Any surplus arising and/ or additional revenuegenerated out of CSR Activities undertaken by the Company shall not form part of thebusiness profit of the Company and same shall be spent for undertaking any CSR Activitiesonly.

H. Dissemination of information of CSR activities :

The Company's involvement in the CSR projects and/or activities and details of workexecuted and progress made will be communicated through its annual reports and other modesas may be required from time to time.

I. Monitoring :

The Company will set up a monitoring process for implementation of the CSRprojects/activities and reporting to the CSR Committee in compliance with the requirementsof Section 135 of the Companies Act 2013.

J. Reporting Framework

The Company shall lay down a reporting framework for each and every program / projectbeing undertaken towards CSR activities laying down specifically the sector / location inwhich the activity has been undertaken the description of the activities beingundertaken the amount allocated towards the same the amount spent towards the CSRactivities and such other particulars as may be required from time to time depending uponthe nature of the CSR activity.

Any or all provisions of the CSR Policy would be subject to revision/amendment as maybe required / deemed fit by the Company from time to time.

ANNEXURE IV DETAILS PERTAINING TO REMUNERATION AS REQUIRED UNDER SECTION 197(12) OF THECOMPANIES ACT 2013 READ WITH RULE 5(1) OF THE COMPANIES (APPOINTMENT AND REMUNERATION OFMANAGERIAL PERSONNEL) RULES 2014

(i) The percentage increase in remuneration of each Director Chief Executive OfficerChief Financial Officer and Company Secretary during the financial year 2015-16 ratio ofthe remuneration of each Director to the median remuneration of the employees of theCompany for the financial year 2015-16 are given as under:

Name of Director / KMP and Designation Period Remuneration of Director / KMP for financial year 2015-16 (Amount in Rs.) % increase in remuneration in the financial year 2015-16 Ratio of remuneration of each Director to the median remuneration of employees#
1. Mahesh Thakur* Chief Executive Officer 14th August 2015 to 31st March 2016 4690668/- N.A.# N.A.##
2. Ramesh Chechani* Chief Financial Officer 1st April 2015 to 31st March 2016 6499403/- 2.38% N.A.##
3. Abhijeet Shinde* Company Secretary 1st April 2015 to 21st October 2015 385208/- 13.22% N.A.##
4. Ami Parikh* Company Secretary 3rd November 2015 to 31st March 2016 530481/- N.A.# N.A.##

* Mr. Mahesh Thakur Chief Executive Officer Mr. Ramesh Chechani Chief FinancialOfficer and Mr. Abhijeet Shinde and Ms. Ami Parikh Company Secretary are not on thepayroll of the Company and are deputed by Group Companies. Their remuneration is beingreimbursed by the Company to the said Group Companies.

# The percentage increase for remuneration cannot be derived during the financial year2015-16 for Mr. Mahesh Thakur as he was appointed as Chief Executive Officer on 14thAugust 2015 and Ms. Ami Parikh who was appointed as Company Secretary on 3rd November2015.

## Since there is no payment of remuneration made to the Directors and Key ManagerialPersonnel during the year under review the criteria for increase in remuneration ratio ofremuneration of each director to the median remuneration of employees are not applicable.

(ii) There are no employees on the rolls of Company and hence the percentage increasein the median remuneration of employees of the Company during the financial year ended 31stMarch 2016 is not applicable;

(iii) Since the Company has not paid any remuneration to any of its managerialpersonnel either in previous financial year or in current financial year the pointpertaining to average percentage increase / decrease in the salaries of employees otherthan the managerial personnel is not applicable.

(iv) The affirmation that the remuneration to the Directors KMP’s and otheremployees is as per the Remuneration Policy is not applicable as the remuneration to abovementioned KMPs is paid by the group companies and later on reimbursed.

(v) Since there are no employees on the rolls of the Company the Company is notrequired to disclose the details of employees pursuant to Rule (5)(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014.

ANNEXURE VI

Form No. MR-3 SECRETARIAL AUDIT REPORT

FOR THE FINANCIAL YEAR ENDED 31st March 2016

[Pursuant to section 204(1) of the Companies Act 2013 and rule No.9 of the Companies(Appointment and Remuneration Personnel) Rules 2014]

To

The Board of Directors

M/s. NATIONAL STANDARD (INDIA) LIMITED CIN:L27109MH1962PLC265959

412 Floor 4 17 G Vardhaman Chamber Cawasji Patel Road Horniman Circle Fort Mumbai400001

We have conducted the secretarial audit of the compliance of applicable statutoryprovisions and the adherence to good corporate practices by M/s. NATIONAL STANDARD(INDIA) LIMITED(hereinafter called the "company"). Secretarial Audit wasconducted in a manner that provided us a reasonable basis for evaluating the corporateconducts/statutory compliances and expressing my opinion thereon.

Based on my/our verification of the Company’s books papers minute books formsand returns filed and other records maintained by the company and also the informationprovided by the Company its officers agents and authorized representatives during theconduct of secretarial audit we hereby report that in my/our opinion the company hasduring the audit period covering the financial year ended on 31st March 2016 compliedwith the statutory provisions listed hereunder and also that the Company has properBoard-processes and compliance-mechanism in place to the extent in the manner and subjectto the reporting made hereinafter: We have examined the books papers minute books formsand returns filed and other records maintained by Company for the financial year ended on31st March 2016 according to the provisions of:

(i) The Companies Act 2013 and the Rules made thereunder ;

(ii) The Depositories Act 1996 and the Regulations and Bye-laws framed there under;

(iii) The Securities Contracts (Regulation) Act 1956 (‘SCRA’) and the Rulesmade there under;

(iv) Foreign Exchange Management Act 1999 and the applicable rules and regulationsmade there under; Not Applicable

(v) The following Regulations and Guidelines prescribed under the Securities andExchange Board of India Act 1992 (‘SEBI Act’);

(a) The Securities and Exchange Board of India (Substantial Acquisition of Shares andTakeovers) Regulations 2011; Not Applicable during the period under Review

(b) The Securities and Exchange Board of India (Prohibition of Insider Trading)Regulations 2015;

(c) The Securities and Exchange Board of India (Issue of Capital and DisclosureRequirements) Regulations 2009;

Not Applicable during the period under Review

(d) The Securities and Exchange Board of India (Employee Stock Option Scheme andEmployee Stock Purchase Scheme) Guidelines 1999; Not Applicable during the periodunder Review

(e) The Securities and Exchange Board of India (Listing Obligation and DisclosureRequirements Regulations 2015;

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

(g) The Securities and Exchange Board of India (Delisting of Equity Shares)Regulations 2009- Not Applicable during the period under Review

(h) The Securities and Exchange Board of India (Buyback of Securities) Regulations1998- Not Applicable during the period under Review

(vi) The other laws as are applicable specifically to the Company during the periodunder Review:

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

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

(ii) The Listing Agreements entered into by the Company with BSE Listed and CalcuttaStock Exchange of India Limited During the period under review the Company has compliedwith the provisions of the Act Rules Regulations Guidelines Standards etc. mentionedabove:

We Further report that during the year under review:

The status of the Company during the financial year has been that of a Equity ListedPublic Company.

The Board of Directors of the Company is duly constituted with proper balance ofExecutive Directors Non-Executive Directors and Independent Directors. The changes in thecomposition of the Board of Directors that took place during the period under review werecarried out in compliance with the provisions of the Companies Act 2013.

Adequate notice is given to all directors to schedule the Board Meetings agenda anddetailed notes on agenda are sent at least seven days in advance a system exists forseeking and obtaining further information and clarifications on the agenda items beforethe meeting and for meaningful participation at the meeting. Majority decision is carriedthrough while the dissenting members’ views are captured and recorded as part of theminutes.

Majority decision is carried through while the dissenting members’ views arecaptured and recorded as part of the minutes.

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

We further report that the Company has complied with the provisions of the Act andRules made under that Act in carrying out the following changes: (a) Appointment andResignation of Directors/ and Key Managerial Person KMP during the period under review

Shravan A. Gupta & Associates
Practicing Company Secretary
Shravan A. Gupta
ACS: 27484 CP: 9990
Place: Mumbai
Date: 3rd September 2016