Your Directors take pleasure in presenting the 36th AnnualReport on the business and operation of the Company along with Audited Accounts for thefinancial year ended 31st March 2022.
ABOUT YOUR COMPANY
NMS Resources Global Limited is a public limited company listed onIndia's premiere Stock Exchange BSE Limited and MSEI (Metropolitan Stock Exchange of IndiaLimited) and engaged in the business of Consultancy Skill Development infrastructure aswell as Pay roll services.
(Rs. in Lakhs)
| ||Standalone ||Consolidated |
| ||2021-22 ||2020-21 ||2021-22 ||2020-21 |
|Revenue from Operation ||44.01 ||0.0 ||273.95 ||1024.30 |
|Other Income ||0.00075 ||0.13 ||2.99 ||11.32 |
|Total Expenses ||42.58 ||63.22 ||273.22 ||952.20 |
|Profit/ (Loss) before depreciation Finance cost tax and Exceptional Items ||1.42 ||(63.09) ||3.72 ||83.43 |
|Exceptional Items ||0 ||0 ||0 ||0 |
|Profit/ (Loss) before depreciation Finance cost tax (after Exceptional Items) ||1.42 ||(63.09) ||3.72 ||83.43 |
|Less: Finance Cost ||0.11 ||0.05 ||0.11 ||41.36 |
|Depreciation ||0.03 ||0.08 ||0.09 ||30.97 |
|Profit/(Loss) before tax ||1.42 ||(63.09) ||3.72 ||83.42 |
|Less: Tax Expenses ||0.86 ||0 ||1.48 ||29.08 |
|Profit/(Loss) After Tax ||0.56 ||(63.09) ||2.24 ||54.34 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review due to on-going COVID-19 the company wasunable to generate any sufficient revenues from operation and had profit of Rs. 56362.86only. Company is engaged in the multiple business but due to Covid-19 pandemic businesswere collapsed and likely to be revived in present and upcoming financial years.
In view of losses of the past years your directors do not recommendany dividend for the financial year ended March 31st 2022. The Board assuresyou to present a much strong financial statements in coming years.
TRANSFER TO RESERVES
The profits transferred and other additions to reserves are as follows:
Amount in Rs. Lakhs
| ||F.Y. 2021-2022 ||F.Y. 2020-21 |
|1 Capital Reserve ||0.00 ||0.00 |
|2 Capital Redemption Reserve ||0.00 ||0.00 |
|3 Securities Premium reserve ||0.00 ||0.00 |
|4 Debenture Redemption Reserve ||0.00 ||0.00 |
|5 Revaluation Reserve ||0.00 ||0.00 |
|6 Shares Option Outstanding Account ||0.00 ||0.00 |
|7 Other Reserve ||0.00 ||0.00 |
|8 Surplus (Profit & Loss Account) ||(228.96) ||(229.52) |
|Balance brought forward from previous year ||(229.52) ||(166.43) |
|Less: T ax on Regular Assessment Paid ||0.00 ||0.00 |
|Add: Profit/Loss for the period ||0.56 ||(63.09) |
|Total ||(228.96) ||(229.52) |
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material changes and commitment affecting the financialposition of Company which has occurred between the end of financial year of the Company towhich the financial statements relate and the date of this report other than thosedisclosed in the Annual report.
CHANGE IN NATURE OF BUSINESS
During the period under review the Company has not changed its natureof business.
At ensuing Annual General Meeting the Board recommends theappointment of M/S SPS Associates Chartered Accountants (FRN:012358N) New Delhi asStatutory Auditors of the Company for a term of five years from the Financial years fromthe financial year 2021-22 . Accordingly M/S SPS Associates Chartered Accountants (FRN:012358N) New Delhi will continue as statutory auditors of the Company till the conclusionof Annual General Meeting for the financial year 2025-2026.
The comments in the Auditors' Report read with the notes to theaccounts on the financial statement for the financial year 2021-22 are self-explanatoryand do not call for further explanation.
MATTER OF EMPHASIS OF AUDITORS AND MANAGEMENT'S REPLY Emphasis ofMatter :
a. The Management is not regular in depositing of undisputed statutoryvarious dues.
Due to the Covid -19 Pandemic Businesses and work force of the companysuffered drastically. Due to the said reason certain dues such as GST TDS etc. werepending for the payment in the F.Y. 21-22. Substantial part of the said dues had beencleared after the clouser of the FY.21-22 as per the law. Now the company is paying allpending and in continuation of business dues efficiently.
As required under Section 204 of the Companies Act 2013 and Rulesthereunder the Board had appointed M/s Ankur Singh & Associates Practicing CompanySecretaries as Secretarial Auditors of the Company for the F.Y. 2021-22.
MATTER OF EMPHASIS OF SECRETARIAL AUDITORS AND MANAGEMENT'S REPLYEmphasis of Matter :
b. We observed that during the period under review the company has notmade the proper compliances of SEBI (LODR) Regulations 2015.
The Company is in process of rectifying the non-compliances mentionedby the Secretarial Auditor in their Secretarial Audit Report.
There are no other qualifications reservations adverse remarks ordisclaimers given by the Secretarial Auditor in the Report except those mentioned above.
The company has also obtained a certificate from M/s Ankur Singh &Associates Practising Company Secretary confirming that none of the Directors on theBoard of the Company has been debarred or disqualified from being appointed or continuingas Directors of Companies by the Securities and Exchange Board of India/ Ministry ofCorporate Affairs or any such Statutory Authority.
The Annual Secretarial Compliance Report and the Secretarial AuditReport and certificate regarding disqualification of Directors for the F. Y. 2021-22 isprovided as Annexure-1 &Annexure A-1 respectively.
As on March 31st 2022 the Board comprises of EightDirectors i.e. 1 Managing Director 3 NonExecutives Director and 4 Independent Directorsas under:
A) Executive Directors
1. Mr. O. P. Yadav (Managing Director)
B) Non-Executive Director
1. Mrs. Meenakshi Gupta
2. Mr. Pankaj Chander
3. Mr. Dhananjai Gupta
C) Independent Directors
1. Mr. Hari Prakash Gupta
2. Mr. Ujjwal Narayan
3. Mr. Sugan Choudhary
4. Mr. Sanjay Singh
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the IndependentDirectors of the Company confirming that they meet the criteria of independence asprescribed under Section 149(6) of the Companies Act 2013 read with Regulation 25 of theSEBI (Listing Obligations and Disclosure Requirements) Regulations 2015.
CHIEF FINANCIAL OFFICER
Pursuant to the provisions of Section 203 of the Companies Act 2013appointment of Mr. Subham Choudhary Chief Financial Officer was formalized as the KeyManagerial Personnel of the Company.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 203 of the Act thefollowing personnel have been designated as the Key Managerial Personnel of the Company:
|Name ||Designation |
|Om Pal Yadav ||Managing Director |
|Charu Varshney* ||Company Secretary |
|Subham Choudhary** ||Chief Financial Officer |
*From 18.07.2022 **From 30.05.2022
The Board of Directors has carried out an annual evaluation of its ownperformance and individual directors pursuant to the provisions of the Companies Act2013. The performance of the Board was evaluated by the Board on the basis of the criteriasuch as the Board composition and structure effectiveness of Board process informationand functioning etc. The Board and Nomination and Remuneration Committee reviewed theperformance of the individual directors on the basis of the criteria such as thecontribution of individual director to the Board and committee meetings like preparednesson the issue to be discuss meaningful and constructive contribution and inputs inmeetings etc. In a separate meeting of independent directors performance ofnon-independent director performance of the Board as a whole and performance of Chairmanwas evaluated.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company tosafeguard and protect its assets as well as to improve the overall productivity of itsoperations. All the transactions are properly authorized recorded and reported to themanagement. The Company is following applicable Accounting Standards for properlymaintaining the books of accounts and reporting financial statements. The detailed processof review not only ensures reliability of control systems and legal compliances withapplicable legislation defined policies and processes but also reviews efficiency ofsystems and ensures safeguarding of tangible and intangible assets.
NOMINATION & REMUNERATION POLICY
The Board of Directors on the recommendation of the Nomination &Remuneration Committee framed a policy for selection and appointment of Directors KeyManagerial Personnel Senior Management and their remuneration as required under Section178 of the Companies Act 2013. The Nomination & Remuneration Policy of the Company isannexed herewith and marked as Annexure II to this Report.
The Company has a Risk Management Manual in place that defines thepolicies lays out the strategies and methodology to decide on the risk-taking ability ofthe organization.
The Company constantly reviews its exposure to various types of riskwhether it be regulatory operational environmental financial or political. The Companyhas in place adequate systems to ensure compliance with all regulatory and statutorymatters reviews the same on a periodic basis and takes appropriate corrective action whennecessary.
MANAGEMENT DISCUSSION AND ANALYSIS REPORT
Management Discussion and Analysis Report as required under Regulation34 of the SEBI Listing Regulations is annexed as Annexure III to this Board Report.
CORPORATE GOVERNANCE REPORT
Your Company believes and preached the Corporate Governance practiceswhich are in line with legal requirements of Regulation 27 of SEBI (Listing Obligationsand Disclosure Requirements) Regulations 2015 and Companies Act 2013. The Company hasadopted the practices which are prevalent in the industry. Further Regulation 15 ofSecurities and Exchange Board of India (Listing Obligations and Disclosure Requirements)Regulation 2015 has exempted certain Companies from mandatory Compliance of provision ofRegulation 27 of listing agreement under SEBI(Listing Obligation and DisclosureRequirement) Regulation 2015 entered in to with the Stock Exchange where the Share of theCompany are listed. In terms of said regulation every Company which has paid up capitalless than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complyingwith the provisions of Regulation 15 of SEBI (Listing Obligation and DisclosureRequirements) Regulation 2015.
The Paid up capital of your company is less than Rs. 10 Crore and Networth is less than 25 Crore therefore your Company is exempted from the complying with theprovision of regulation 27 however your director assure you that your company willcontinue to follow the good corporate governance practices.
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuringcompliance with the provisions of Section 134(3)(c) read with Section 134(5) of theCompanies Act 2013 in the preparation of the annual accounts for the year ended 31stMarch 2022 and state that:
a. in the preparation of the annual accounts for the financial yearended on 31stMarch 2022 the applicable accounting standards had been followedalong with proper explanation relating to material departures;
b. the directors had selected such accounting policies and applied themconsistently and made judgments and estimates that are reasonable and prudent so as togive a true and fair view of the state of affairs of the company at the end of thefinancial year and of the profit and loss of the company for that period;
c. the directors had taken proper and sufficient care for themaintenance of adequate accounting records in accordance with the provisions of this Actfor safeguarding the assets of the company and for preventing and detecting fraud andother irregularities;
d. the directors had prepared the annual accounts on a going concernbasis;
e. the directors had laid down internal financial controls to befollowed by the company and that such internal financial controls are adequate and wereoperating effectively; and
f. the directors had devised proper systems to ensure compliance withthe provisions of all applicable laws and that such systems were adequate and operatingeffectively.
PARTICULARS OF EMPLOYEES
Particulars of employees as required under Rule 5(2) of the Companies(Appointment and Remuneration of Managerial Personnel) Rules 2014 are required to beannexed to the Board's Report. In accordance with the provisions of Section 136 of theAct the Annual Report excluding the aforesaid information is being sent to all themembers of the Company and others entitled thereto. Any member interested in obtainingsuch particulars may write to the Company Secretary at the Registered Office of theCompany.
PARTICULARS OF REMUNERATION
The information required under Section 197(12) of the Companies Act2013 read with Rule 5(1) of the Companies (Appointment and Remuneration of ManagerialPersonnel) Rules 2014
i) The ratio of the remuneration of each Director to the medianremuneration of the employees of the Company for the financial year 2021-22:
No Director has drawn any remuneration from the Company during thefinancial year 202122 therefore ratio of remuneration of each director the medianremuneration of the employees of the Company is not ascertainable.
ii) the percentage increase in remuneration of each Director ChiefFinancial Officer Chief Executive Officer Company Secretary or Manager if any in thefinancial year 2021-22:
Remuneration of Chief Financial Officer and Company Secretaries has notbeen increased during the financial year 2021-22.
iii) The percentage increase in the median remuneration of employees inthe financial year 2021-22: No increase of remuneration of employees during the financialyear 2021-22.
iv) The number of permanent employees on the rolls of company: 5 (Five)
v) Average percentile increase already made in the salaries ofemployees other than the managerial personnel in the last financial year and itscomparison with the percentile increase in the managerial remuneration and justificationthereof and point out if there are any exceptional circumstances for increase in themanagerial remuneration:
Amount in Rs.
| ||2021-22 ||2020-21 ||Increase/Decrease in % |
|Average Salary of Employee other than key Managerial Personnel (Per Annum) ||N.A. ||N.A. ||N.A. |
|Managing Director/Director/CFO ||Nil ||Nil ||Nil |
vi) The key parameters for any variable component of remunerationavailed by the Directors:
The key parameters for the variable component of remuneration if anyavailed by the Directors are considered by the Board of Directors based on therecommendations of the Nomination and Remuneration Committee as per the Nomination &Remuneration Policy for Directors.
vii) Affirmation that the remuneration is as per the remunerationpolicy of the Company: Remuneration is paid to the Key Managerial personal (i.e. CFO andCompany Secretary) of the Company. It is hereby affirmed that the remuneration paid is asper the Nomination and Remuneration Policy of the Company.
PARTICULARS OF CONTRACTS OR ARRANGEMENTS WITH RELATED PARTIES
There were no contracts or arrangements entered into by the Company inaccordance with the Section 188 of the Companies Act 2013. However the details of thetransactions with related party are provided in the accompanying financial statements.Related party transactions are subject to the Audit Committee and the Board for approval.
The policy on materiality of related party transactions and dealingwith related party transactions as approved by the Board can be accessed on the Company'swebsite at the link: www.nmsresourcesglobal.com
Members are aware that the Company had started a sustainabilityinitiative with the aim of going green and minimizing the impact on the environment. Likethe previous year electronic copies of the Annual Report 2021-22 and Notice of the 36thAGM are being sent to all Members whose email addresses are registered with the Company /Depository Participant(s). For Members who have not registered their email addressesphysical copies of the Annual Report 2021-22 and the Notice of the 36th AGM aresent in the permitted mode. Members requiring physical copies can send a request to theCompany Secretary.
The Company is providing remote e-voting facility to all Members toenable them to cast their votes electronically on all resolutions set forth in the Noticeof the AGM. This is pursuant to Section 108 of the Companies Act 2013 and Rule 20 of theCompanies (Management and Administration) Rules 2015 read with Regulation 44 of the SEBIListing Regulations 2015. The instructions for remote e- voting are provided in theNotice of the AGM.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited and MSEI (MetropolitanStock Exchange of India Limited).
CHANGES IN SHARE CAPITAL
The Authorized Share Capital of the company is Rs. 55000000 dividedinto 5500000 equity shares of Rs.10/- each. During the period under review the saidcapital has not been raised by the company. The Issued Subscribed & Paid-up Capitalremains is Rs. 30056000/-.
There has been no change in the share capital of the Company during theyear.
INTERNATIONAL SECURITY IDENTIFICATION NUMBER (ISIN)
Your Company has admitted its securities with National ServicesDepository Limited (NSDL) and Central Depository Services (India) Limited (CDSL) to enableour shareowners to hold their shares in Dematerialized form. International SecurityIdentification Number (ISIN) of your Company is INE169F01014.
COMMITTEES OF THE BOARD
The Committees of the Board focus on certain specific areas and makeinformed decisions in line with the delegated authority. The following substantiveCommittees constituted by the Board function according to their respective roles anddefined scope:
Nomination and Remuneration Committee
Stakeholder Relationship Committee
Risk Management Committee
A) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a) extract of the annualreturn as on March 31 2022 is available on company's website athttps://www.nmsresourcesglobal.com.
B) MEETINGS OF THE BOARD
During the financial year ended March 31 2021 12 meetings of theBoard of Directors were held during the year. None of the two Board Meetings have a gap ofmore than 120 days between them. The dates of meetings are mentioned below:
|Sr. No. ||DATE ||Sr. No. ||DATE |
|1. ||15.03.2021 ||7. ||07.12.2021 |
|2. ||30.06.2021 ||8. ||14.02.2022 |
|3. ||12.08.2021 ||9. ||04.03.2022 |
|4. ||27.08.2021 || || |
|5. ||01.10.2021 || || |
|6. ||13.11.2021 || || |
C) COMPOSITION OF AUDIT COMMITTEE
The Audit Committee as on March 31 2022 comprises of three membersMr. Sugan Choudhary and two are Non-executive and independent director viz. Mr. UjjwalNarain and Mr. Pankaj Chander. Mr. Sugan Choudhary is heading the Committee.
D) COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee as on date comprises of threemembers viz. Mr. Ujjwal Narain Mr. Om Pal Yadav and Mr. Sugan Choudhary. Mr. UjjwalNarain is heading the Committee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of threemembers Mr. Ujjwal Narain Sanjay Singh and Mr. Sugan Choudhary. Mr. Ujjwal Narain isheading the Committee.
F) RISK MANAGEMENT COMMITTEE
The Risk Management Committee as on date comprises of three membersMr. Sanjay Singh Mr.Ujjwal Narain and Mr. Om Pal Yadav. Mr. Sanjay Singh is heading theCommittee.
G) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act 2013 the Board ofDirectors has adopted a vigil mechanism/whistle blower policy of the Company.
The company's attitude towards unethical behavior actual or suspectedfraud or violation of the company's code of conduct or ethics policy is very strict. TheCompany follows absolute intolerance for such matters and expect the directors andemployees to report genuine concerns about such abuse. The vigil mechanism/whistle blowerpolicy can be accessed on the Company's website at the link:www.nmsresourcesglobal.com
H) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE(PREVENTION PROHIBITION AND REDRESSAL) ACT 2013
The Company has zero tolerance towards sexual harassment at workplaceand during the year under review your Board has constituted an Internal ComplaintsCommittee to consider and redress complaints of sexual harassment & also adopted apolicy on prevention prohibition and redressal of sexual harassment at workplace in linewith the provisions of Sexual Harassment of Women at Workplace (Prevention Prohibitionand Redressal) Act 2013 and the rules framed thereunder. During the financial year2021-22 the Company has received no complaints on sexual harassment.
I) PATICULARS OF LOANS GIVEN INVESTMENT MADE GUARANTEES GIVEN ANDSECURITY PROVIDED
Particulars of loans given investments made guarantees given andsecurities are provided in the financial statements.
Your Directors state that no disclosure or reporting is required inrespect of the following items as there were no transactions on these items during theyear under review:
1. Details relating to deposits covered under Chapter V of theCompanies Act 2013.
2. Issue of equity shares with differential rights as to dividendvoting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of theCompany under any scheme.
4. The Managing Directors of the Company did not receive anyremuneration or commission from subsidiary.
5. No significant or material orders were passed by the Regulators orCourts or Tribunals which impact the going concern status and Company's operations infuture.
As on 31.03.2022 the Corporation has Four subsidiary companies viz.
(i) M S Corridor Management Private Limited
(ii) Ebony & Ivory Advertising India Private Limited
(iii) Geo It Skills Private Limited
The Annual Accounts of all the subsidiary companies have been auditedand finalized and the Consolidated Annual Accounts have been prepared and presented inthis Annual Report. A statement containing the salient features of the FinancialStatements of subsidiary companies forms part of the Consolidated Annual Accounts 2021-22.
PARTICULARS OF CONSERVATION OF ENERGY TECHNOLOGY ABSORPTION ANDFOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of theCompanies Act 2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 andforming part of the Director's report for the year ended 31st March 2022 aregiven below : NIL
A. CONSERVATION OF ENERGY AND TECHNOLOGY ABSORPTION
(i) the steps taken or impact on conservation of energy;
Your Company is primarily engaged in the business of Trading andconsultancy which does not require the Electricity or Power consumption on large scale.However Your Company is conscious about its responsibility to conserve energy power andother energy sources wherever possible. We emphasis towards a safe and clean environmentand continue to adhere to all regulatory requirements and guidelines.
(ii) the steps taken by the company for utilizing alternate sources ofenergy;
The Company has been taking energy saving measures viz. Use of energysaver electrical equipments LED fittings are provided inside the building for common arealighting in the Company Efficient ventilation system in the office of the Company.
(iii) the capital investment on energy conservation equipments;
Your company has nil capital investment on energy conservationequipments.
B. Technology absorption-
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reductionproduct development or import substitution; N.A.
(iii) in case of imported technology (imported during the last threeyears reckoned from the beginning of the financial year)- N.A.
(a) the details of technology imported; N.A.
(b) the year of import; N.A.
(c) whether the technology been fully absorbed; N.A.
(d) if not fully absorbed areas where absorption has not taken placeand the reasons thereof; and
(iv) the expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Nil
Directors wish to place on record their deep thanks and gratitude to;
a) The Government as well as their respective Departments connectedwith the business of the Company Bankers of the Company for their co-operation andcontinued support.
b) The Shareholders Suppliers and Contractors for the trust andconfidence reposed and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincereappreciation for the efforts put in by the officers and employees at all levels inachieving the results and hopes that they would continue their sincere and dedicatedendeavour towards attainment of better working results during the current year.