The Directors are pleased to present the 58th Annual Report of the Companyalong with the audited financial statements for the financial year ended March 31 2021.
Rs. In Lakhs
|Particulars ||Financial Year Ended March 31 2021 ||Financial Year Ended March 31 2020 |
|Revenue from operations ||1685.82 ||538.80 |
|Other income ||1450.99 ||946.16 |
|Total Income ||3136.81 ||1484.96 |
|Finance cost ||21.14 ||13.21 |
|Total Expenditure ||1561.77 ||656.11 |
|Profit before tax ||1575.04 ||828.85 |
|Tax Expenses ||(469.72) ||(176.28) |
|Net Profit for the year ||1105.32 ||652.57 |
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the financial year 2020-21 wasRs. 1685.82 lakhs asagainst Rs. 538.80 lakhs during the previous financial year. Total revenue increased toRs. 3136.81 lakhs for the year ended March 31 2021 as compared to Rs. 1484.96 lakhsduring the year ended March 31 2020.The net profit after tax for the financial year2020-21 was Rs. 1105.32 lakhs as compared to the Rs. 652.57 lakhs during the financialyear 2019-20.
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.
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 yearended on March 31 2021 is available on the Companys website at www.nsil.net.in.
CHANGES IN SHARE CAPITAL
There was no change in the authorized and paid-up share capital of the Company duringfinancial 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 theCompany Mr. K L Arimpur Director retires by rotation and being eligible offers himselffor reappointment.
Mr. Bhushan Shah was appointed as an Independent Director pursuant to Section 149 ofthe Companies Act 2013 read with the Companies (Appointment & Qualification rdAnnual GeneralofDirectors) Meeting held on September 29 2016 to hold office upto July 52021 ("First 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 aftertaking into account the performance evaluation of Mr. Bhushan Shah during his first termof five years and considering his knowledge acumen expertise and experience in his fieldand the substantial contribution made by him during his tenure as an Independent Directorhas recommended to the Board that re-appointment of Mr. Bhushan Shah as IndependentDirector on the Board of the Company to hold office for a second term of five consecutiveyears 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 theCompany with effect from July 20 2021 by the Board of Directors on the recommendation ofthe Nomination and Remuneration Committee (NRC) in accordance with Section 161(1) of theAct and the Articles of Association. He was also appointed as an Non-Executive andNon-Independent Director for a period of 5 years with effect from July 20 2021 and holdsoffice upto the date of the forthcoming AGM. A notice under Section 160(1) of the Act hasbeen received from a Member signifying its intention to propose his appointment as aDirector.
Mr. Vinod Shah (DIN 00127085) was appointed as an Additional Director of the Companywith effect from July 20 2021 by the Board of Directors on the recommendation of theNomination and Remuneration Committee (NRC) in accordance with Section 161(1) of the Actand the Articles of Association. He was also appointed as an Independent Director for aperiod of 5 years with effect from July 20 2021 and holds office upto the date of theforthcoming AGM. A notice under Section 160(1) of the Act has been received from a Membersignifying its intention to propose his appointment as a Director.
The Nomination and Remuneration Committee has also satisfied itself with regards tointegrity expertise and experience (including the proficiency) of the independentdirectors.
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.
Key Managerial Personnel
Mr. Chirag Sarvaiya resigned from the post of Chief Executive officer from the close ofbusiness hours on September 3 2020. The Board places on record its appreciation for theservices rendered by him during his tenure as Chief Executive officer.
Mr. Darshan Multani was appointed as a Chief Executive officer with effect fromSeptember 3 2020
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. Darshan Multani Chief Executive Officer
Mr. Rameshchandra Chechani Chief Financial Officer
Ms. Madhur Mittal Company Secretary
MEETINGS OF THE BOARD
During the financial year ended March 31 2021 four Board Meetings were held; on June9 2020 September 3 2020 November 4 2020 and January 21 2021
Details on board composition attendance evaluation and board committees are availablein 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 committeesand individual directors pursuant to the provisions of the Act and the Listingregulations. The Evaluation process focused on various aspects of the functioning of theBoard and Committees such as composition of the Board Board Oversight and effectivenessperformance of Board Committees Board skills and structure etc. Separate exercise wascarried out to evaluate the performance of individual Directors on various parameters andprocedure as prescribed in Companys "Policy on Evaluation of Performance ofBoard". Performance of the board was evaluated after seeking inputs from all thedirectors. The performance of the committees was evaluated by the Board after seekinginputs from the committee members. The Board and the Nomination and Remuneration Committeereviewed the performance of individual directors on the basis of various parameters asstated.
In a separate meeting of independent directors performance of non-independentdirectors and the board as a whole was evaluated taking into account the views ofexecutive directors and non-executive directors. Performance evaluation of independentdirectors was done by the entire board excluding the independent director beingevaluated.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in accordance withSection 135 of the Companies Act.
The contents of the CSR policy and revised format of CSR Report notified in theCompanies (Corporate Social Responsibility Policy) Amendment Rules 2021 dated January 222021 is attached as Annexure I to this report. The Board has adopted a CSR Policywhich is available on the Companys website athttp://www.nsil.net.in/investor-relation/policies Salient features of the Policy are setout 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 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 Companys website at www.nsil.net.in. Salient features of the Policy arereproduced in Annexure III to this Report.
AUDITORS & AUDITORS REPORT
Statutory Auditors & Auditors Report
MSKA & Associates Chartered Accountants were appointed as Statutory Auditors ofyour Company at the 53rd Annual General Meeting held on September292016foratermfiveconsecutive years and hold office till the conclusion of theforthcoming
Annual General Meeting.
The Board of Directors at its meeting held on April 26 2021 after considering therecommendations 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 holdoffice for a period of five consecutive years from the conclusion of the ensuing 58 thAnnual General Meeting until the conclusion of the 63rd Annual General Meetingto be held in the calendar year 2026.
The Company has received letter from them to the effect that their appointment is validand within the prescribed limits under Section 141(3)(g) of the Companies Act 2013 andthat they are eligible and not disqualified from appointment.
A resolution proposing re-appointment of MSKA & Associates Chartered Accountantsas the Statutory Auditors of the Company pursuant to Section 139 of the Companies Act2013 forms part of the Notice of Annual General Meeting.
The statutory auditors report for financial year 2020-21 does not contain anyqualifications reservations or adverse The Auditors report is enclosed with thefinancial statements with this Annual Report. No frauds have been reported by the Auditorduring financial year 2020-21.
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 2020-21.
The Secretarial Audit Report for financial year 2020-21 does not contain anyqualifications reservations or adverse remarks.
The Secretarial Audit Report of the Company is provided in Annexure IV to thisReport
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 2020-21.
PARTICULARS OF LOANS GUARANTEES SECURITIES AND INVESTMENTS
In terms of Section 134 of the Companies Act 2013 the particulars of loansguarantees and investments made by the Company under Section 186 of the Companies Act2013 are detailed in Notes to the standalone financial statements.
RELATED PARTY TRANSACTIONS
All related party transactions of the Company are at arms length basis and are inthe ordinary course of business. None of the related party transactions entered into bythe Company were in conflict with the Companys interest. There are no materiallysignificant related party transactions made by the Company with Promoters Directors orKey Managerial Personnel etc. which may have potential conflict with the interest of theCompany at large.
Members approval for material Related Party Transaction as defined under Regulation 23of the Listing Regulations has been obtained at the 57th AGM further one timeapproval for ratifying Related Party Transaction is recommended for approval of Members atthe ensuing Annual General Meeting.
As required under Regulation 23 of the Listing Regulations the Company has formulateda Related Party Transactions Policy which is available on the website of the Company athttp://www.nsil.net.in/investor-relation/policies
All Related Party Transactions are placed before the Audit Committee/Board asapplicable for their approval. There are no related party transactions during thefinancial 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 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 Companys internal control systems are commensurate with the nature of itsbusiness and 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 Companys internal control environment and monitors theimplementation of audit recommendations including those relating to strengthening of theCompanys 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.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Companys Whistle Blower Policy is in line with the provisions of Section 177of the Companies Act 2013 and as per Regulation 22 of the Listing Regulations. ThisPolicy establishes a vigil mechanism for Directors and employees to report genuineconcerns regarding unethical behaviour actual or suspected fraud or violation of theCompanys Code of Conduct. The said mechanism also provides for adequate safeguardsagainst victimization of persons who use such mechanism and makes provision for directaccess 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 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 Companys websitehttp://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 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 and technology absorption are furnished in Annexure V tothis report.
During the financial year 2020-21 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 Secretarys Certificate thereon are included in the Annual Report.
Your Directors state that for the financial year ended March 31 2021 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 Boardsreport.
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 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 provisionsrelating 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 theAuditors or any other person.
g. No significant or material orders were passed by the Regulators/Courts/Tribunalswhich impact the going concern status and Companys operations in future.
h. During the financial year 2020-21 there was no change in the nature of the businessof the Company.
i. There has been no issue of equity shares with differential rights as to dividendvoting or otherwise during the financial year 2020-21.
j. No petition/application has been admitted under Insolvency and Bankruptcy code bythe Honorable NCLT.
k. The Company has complied with applicable Secretarial Standards issued by theInstitute of the Company Secretaries of India during the financial year 2020-21.
l. Business Responsibility Report is not applicable to the company for the financialyear 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 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 year;
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.
| ||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 |