The Directors are pleased to present the 57th Annual Report of the Companyalong with the audited financial statements for the financial year ended March 31 2020.
|Particulars ||Financial Year Ended March 31 2020 ||Financial Year Ended March 31 2019 |
|Revenue from operations ||538.8 ||1382.21 |
|Other income ||946.16 ||1124.85 |
|Total Income ||1484.96 ||2507.06 |
|Finance cost ||13.21 ||28.96 |
|Total Expenditure ||656.11 ||1906.23 |
|Profit before tax ||828.85 ||600.83 |
|Tax Expenses ||-176.28 ||-124.89 |
|Net Profit for the year ||652.57 ||475.94 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
During the financial year 2019-20 revenue from operations reduced because ofcompletion of project lifecycle and sale of balance units in the Company's Thane project.The Company gained a profit of Rs 652.57 lakhs during financial year 2019-20 as against aprofit of Rs 475.94 lakhs during the previous financial year.
The Company's project at Thane is almost fully sold out. The Company is evaluatingvarious other business opportunities in the real estate space.
The Company has temporarily deployed its project surplus which has resulted in it beingclassified as Non-Banking Finance Company (NBFC) during the year ended March 31 2020 interms of the criteria laid down by the Reserve Bank of India (RBI). The Company is inprocess of applying to RBI for exemption from being classified and registered as NBFC.
There is no material impact of outbreak of Covid-19 on the business of the Company.
DIVIDEND AND RESERVES
The Board does not recommend any dividend for the financial year under review. Noamount is proposed to be transferred to reserves during the year.
As per the requirements of Section 92(3) of the Act and Rules framed thereunder theextract of the annual return for financial year 2019-20 is given in Annexure I in theprescribed Form MGT-9 which is a part of this report.
CHANGES IN SHARE CAPITAL
There was no change in the authorized and paid-up share capital of the Company duringfinancial year 2019-20.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
As per the provisions of the Companies Act 2013 and Articles of Association of theCompany Ms. Smita Ghag Director of the Company retires by rotation and being eligibleoffer herself for reappointment.
Mr. A L Ananthanarayanan and Mr. Maninder Chhabra resigned as Directors with effectfrom May 9 2019 and May 23 2019 respectively. The Board places on record theirappreciation for the services rendered by them during their tenure as Directors.
In terms of Section 203 of the Act the following are the Key Managerial Personnel ofthe Company as on the date of this report:
Mr. Chirag Sarvaiya Chief Executive Officer
Mr. Rameshchandra Chechani Chief Financial Officer
Ms. Madhur Mittal Company Secretary
The Company has received declarations under section 149 of the Act from all independentdirectors confirming that they meet the criteria of independence prescribed under the Actand the Listing Regulations. In the opinion of the Board they fulfil the conditions ofindependence as specified in the Act and the Listing Regulations and are independent ofthe management.
None of the Non-Executive Directors had any pecuniary relationship or transaction withthe Company which could potentially conflict with the interests of the Company at large.
BOARD AND BOARD COMMITTEES
Details on board composition attendance evaluation and board committees are availablein the Report on Corporate Governance which forms a part of this Annual Report.
CORPORATE SOCIAL RESPONSIBILITY POLICY
Details required under the Companies (Corporate Social Responsibility Policy) Rules2014 are given in CSR Report appended as Annexure II to this Report. The Board has adopteda CSR Policy which is available on the Company's website at www.nsil. net.in. Salientfeatures of the Policy are set out in Annexure III 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 withPart D of Schedule II to the Listing Regulations the NRC is responsible for formulatingthe criteria for determining qualifications positive attributes and independence of aDirector. The NRC is also responsible for recommending to the Board a policy relating toremuneration of Directors Key Managerial Personnel and other employees. In line with thisrequirement the Board has adopted a Nomination and Remuneration Policy which is availableon the Company's website at www.nsil.net.in. Salient features of the Policy are reproducedin Annexure IV to this Report.
AUDITORS & AUDITOR'S REPORT Statutory Auditors & Auditor's Report
MSKA & Associates (F.K.A. MZSK & Associates) Chartered Accountants (FirmRegistration No. 105047W) the statutory auditors of your Company hold office until theconclusion of the 58th AGM to be held in the year 2021.
The Auditor's Report does not contain any qualifications reservations or adverseremarks.
Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act 2013 read with theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 SharatkumarShetty Practicing Company Secretary (Membership No. 31888 and COP No. 18123) wasappointed as Secretarial Auditor to conduct a secretarial audit of records and documentsof the Company for financial year 2019-20.
The Secretarial Audit Report confirms that the Company has generally complied with theprovisions of the Act Rules Regulation Guidelines and Secretarial Standards and carriesno adverse remarks. The Secretarial Audit Report is provided in Annexure V.
Cost Auditor & Cost Audit Report
The provisions of Cost audit as prescribed under Section 148 of the Companies Act 2013are not applicable to the Company for the financial year 2019-20.
LOANS GUARANTEES SECURITIES AND INVESTMENTS
The Company is in the business of providing infrastructural facilities asdefined in Schedule VI of the Companies Act 2013 and therefore the provisions of Section186 are not applicable to the extent of any loan made guarantee given or securityprovided by the Company in terms of exemption provided u/s 186. Particulars of investmentsmade by the Company are provided in the financial statements which may be read inconjunction with this Report.
RELATED PARTY TRANSACTIONS
All related party transactions of the Company are at arm's length basis and are in theordinary course of business. None of the related party transactions entered into by theCompany were in conflict with the Company's interest. There are no materially significantrelated party transactions made by the Company with Promoters Directors or Key ManagerialPersonnel etc. which may have potential conflict with the interest of the Company atlarge.
Members approval for material Related Party Transaction as defined under Regulation 23of the Listing Regulations shall be obtained at the ensuing Annual General Meeting.
All Related Party Transactions are placed before the Audit Committee/Board asapplicable for their approval. There are no related party transactions during thefinancial year 2019-20 those are 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 Limitedwhich in turn is a subsidiary of Macrotech Developers Limited. The ultimate holdingcompany is Sambhavnath Infrabuild and Farms Private Limited. During the year underreview the Company did not have any subsidiary joint ventures or associate companies.
RISK MANAGEMENT AND INTERNAL CONTROLS
Your Company has robust process in place to identify key risks and to prioritizerelevant action plans to mitigate these risks. Your Company has adopted a Risk Managementpolicy which is based on three pillars: Business Risk Assessment Operational ControlsAssessment and Policy Compliance processes. Major risks identified by the businesses andfunctions 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 businessand the size and complexity of operations. These systems are routinely tested andcertified by the Statutory as well as the Internal Auditor and cover all offices sitesand key business areas. Significant audit observations and follow up actions thereon arereported to the Board/ Audit Committee. The Board / Audit Committee reviews adequacy andeffectiveness of the Company's internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompany's risk management policies and systems. These systems provide a reasonableassurance in respect of financial and operational information complying with applicablestatutes safeguarding of assets of the Company prevention & detection of fraudsaccuracy & completeness of accounting records and ensuring compliance with corporatepolicies.
Your Company provides a common platform to its employees and directors for complainthandling in the form of whistleblowing (vigil) mechanism. The Company has established avigil mechanism process by adopting a Vigil Mechanism / Whistle Blower Policy fordirectors and employees. This policy outlines the procedures for reporting handlinginvestigating and deciding on the course of action to be taken in case inappropriateconduct / behaviour is/are noticed reported or suspected. The Policy provides foradequate safeguards against victimization of persons who use the mechanism and has aprocess 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 theChairman of the Audit Committee. The Company is committed to adhere to the higheststandards of ethical moral and legal conduct of business operations. The Vigil Mechanism/ Whistle Blower Policy is posted on the Company's website www.nsil.net.in.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT 2013 AND OTHER DISCLOSURES ASPER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES 2014
The information required under Section 197 of the Act read with rule 5(1) of theCompanies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant tothe Company as the Company has no employees directors do not draw any remuneration (otherthan 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 theCompanies (Appointment and Remuneration of Managerial Personnel) Rules 2014 as amendedfrom time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION FOREIGN EXCHANGE EARNINGS ANDOUTGO
The particulars as required under the provisions of Section 134(3) (m) of the CompaniesAct 2013 read with Rule 8 of the Companies (Accounts) Rules 2014 in respect ofconservation of energy technology absorption foreign exchange earnings and outgo etc.are furnished in Annexure VI to this report.
During the financial year 2019-20 the Company neither earned any foreign exchange interms of actual inflows nor is there any foreign exchange outgo in terms of actualoutflows.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Acta Management Discussion & Analysis Statement Report on Corporate Governance andPracticing Company Secretary's Certificate thereon are included in the Annual Report.
Your Directors state that for the financial year ended March 31 2020 no disclosure isrequired 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 theCompany between March 31 2020 and the date of this report.
d. The Company has not accepted any deposits during financial year 2019-20.
e. No instance of fraud has been reported to the Board by the Auditors or any otherperson.
f. No significant or material orders which impact the going concern status andCompany's operations in future were passed by Regulators/Courts/Tribunals.
g. There was no change in the nature of the business of the Company during thefinancial year 2019-20.
h. There was no issue of equity shares with differential rights as to dividend votingor otherwise during the financial year
i. The Company has not issued any shares (including sweat equity shares) to itsemployees under any scheme during the financial year 2019-20.
j. The Company has complied with applicable Secretarial Standards issued by theInstitute of the Company Secretaries of India during the financial year 2019-20.
DIRECTORS Rs RESPONSIBILITY STATEMENT
Pursuant to Section 134(5) of the Act the Board of Directors to the best of itsknowledge and ability confirms that:
a. in the preparation of the annual accounts the applicable accounting standards hadbeen followed and there are no material departures;
b. Directors had selected such accounting policies and applied them consistently andmade judgments and estimates that are reasonable and prudent so as to give a true and fairview of the state of affairs of the Company at the end of the financial year and of theprofit of the Company for that period;
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 Directors had laid down internal financial controls to be followed by theCompany and that such internal financial controls are adequate and were operatingeffectively; and
f. the Directors had devised proper systems to ensure compliance with the provisions ofall applicable laws and that such systems were adequate and operating effectively.
Your Directors would like to express their grateful appreciation for the assistance andsupport extended by all stakeholders.
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For and on behalf of the Board
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National Standard (India) Limited
|Date: June 9 2020 ||Smita Ghag ||Bhushan Shah |
|Place : Mumbai ||Chairperson ||Director |
| ||DIN: 02447362 ||DIN: 07484485 |