Your Directors take pleasure in presenting the 33rd Annual Report on thebusiness and operation of the Company along with Audited Accounts for the financial yearended 31st March 2019.
about your company
NMS Resources Global Limited (Formerly IFM Impex Global Limited') is a publiclimited company listed on India's premiere Stock Exchange BSE Limited and MSEI(Metropolitan Stock Exchange of India Limited) and engaged in the business of ConsultancySkill Development infrastructure as well as Pay roll services.
| || |
(Rs. in Lakhs)
| ||2018-19 ||2017-18 |
|Revenue from Operation ||36.35 ||18.76 |
|Other Income ||234.39 ||0.00 |
|Total Expenses ||266.42 ||14.76 |
|Profit/(Loss) before depreciation Finance cost tax and Exceptional Items ||4.84 ||4.12 |
|Exceptional Items ||0 ||2.36 |
|Profit/(Loss) before depreciation Finance cost tax (after Exceptional Items) ||4.84 ||1.76 |
|Less: Finance Cost & Depreciation ||0.52 ||0.13 |
|Profit/(Loss) before tax ||4.32 ||1.64 |
|Less: Tax Expenses ||0 ||(0-12) |
|Profit/(Loss) After Tax ||4.32 ||1.76 |
review of operations and future prospects
During the year under review the company has earned total revenue of Rs. 36.35 Lakhsfrom operation and earned net profit of Rs. 4.32 Lakhs which is approximately 145.45 %increase in comparison of previous year. Company has engaged in the business ofconsultancy skill development. These are services perform extremely well in the presentas well as future.
In view of losses of current and past years your directors do not recommend anydividend for the financial year ended March 31 2019. The Board assures you to present amuch strong financial statements in coming years.
transfer to reserves
The profits transferred and other additions to reserves are as follows:
| || ||Amount in Rs. |
| ||F.Y. 2018-19 ||F.Y. 2017-18 |
|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) ||(16771574) ||(17204136) |
|Balance brought forward from previous year ||(17204136) ||(17379181) |
|Less: Tax on Regular Assessment Paid ||0.00 ||0.00 |
|Add: Profit/Loss for the period ||432562 ||175045 |
|Total ||(16771574) ||(17204136) |
material changes from end of financial year to date of report
There are no material changes and commitment affecting the financial position ofCompany which has occurred between the end of financial year of the Company to which thefinancial statements relate and the date of this report other than those disclosed in theAnnual report.
change in nature of business
During the period under review the Company has not changed its nature of business.
At 32nd Annual General Meeting held on September 29th 2018 theMembers of Company approved the appointment of M/s N Kantan & Associates CharteredAccountant (FRN: 014757C] as statutory auditors of the Company for a term of 5 years fromthe financial year 2017-18 onwards on such terms and conditions and remuneration as may bedecided by the Audit. Accordingly M/s N Kantan & Associates Chartered Accountant(FRN: 014757C] will continue as statutory auditors ofthe Company till the financial year2021- 22.
Vide notification dated May 7 2018 issued by Ministry of Corporate Affairs therequirement of seeking ratification of appointment of statutory auditors by members ateach AGM has been done away with. Accordingly no such item has been considered in noticeof the 33rd AGM.
There are no qualifications in statutory audit report. The comments in the AuditorsReport read with the notes to the accounts are self-explanatory and do not call forfurther explanation.
The Auditors' report on the financial statement for the financial year 2018-19 is selfexplanatory.
The Board has appointed M/s SVR & Co. Company Secretaries to conduct SecretarialAudit under the provisions of Section 204 of the Companies Act 2013 for the financialyear 2018-19. The Secretarial Audit Report for the financial year ended 31stMarch 2019 is annexed herewith and marked as Annexure I to this Report.
matter of emphasis of secretarial auditors and managements reply
Emphasis of Matter
During the reporting period the Company had not complied with the provisions ofSection 179(3) read with Rule 8(4) of (Meetings of Board and Its Powers) Rules of theCompanies Act 2013. During the reporting period the Company had not complied theprovision of section 179(3)(g) of the Companies Act 2013
During the reporting period the Company had not filed various e-forms on manyoccasions with in prescribed time under Companies Act 2013.
During the Year the company had not complied Regulation 45 for change of itsname. Management's Reply:
Company has in process of rectified the non-compliance mentioned by the SecretarialAuditor in their Secretarial Audit Report.
In accordance with the requirements of the Companies Act 2013 and the Company'sArticles of Association Mr. Om Pal Yadav Executive Director of the Company retires byrotation and shown her willingness for Re-appointment.
On the recommendation of Nomination and Remuneration Committee the Board had appointedMr. Sanjay Kumar Gupta (DIN: 01219963} as a Whole Time Director of the Company. As per theprovisions of the Act Mr. Sanjay Kumar Gupta holds office up to the date of the ensuingAnnual General Meeting of the Company.
Your Company has received notice under Section 160 of the Act from a member proposingreappointment of Mr. Sanjay Kumar Gupta as a Whole Time Director on the Board of yourCompany. Accordingly the necessary resolution seeking approval of the members forappointment of Mr. Sanjay Kumar Gupta has been incorporated in the Notice of the ensuingAnnual General Meeting.
On the recommendation of Nomination and Remuneration Committee the Board had appointedMrs. Udita Gupta (DIN: 06545020} as a Non-Executive Director of the Company. As per theprovisions of the Act Mrs. Udita Gupta (DIN: 06545020} holds office up to the date of theensuing Annual General Meeting of the Company.
Your Company has received notice under Section 160 of the Act from a member proposingappointment of Mrs. Udita Gupta (DIN: 06545020} as a Non-Executive Director on the Boardof your Company. Accordingly the necessary resolution seeking approval of the members forappointment of Mrs. Udita Gupta has been incorporated in the Notice ofthe ensuing AnnualGeneral Meeting.
Recommendation of the Nomination and Remuneration Committee the Board had appointedMr. Chandan Singh (DIN: 06957479} as the additional Independent Director of the Companywith effect from 25th July 2019 for a period of 5 years.
As per the provisions of the Act Mr. Chandan Singh holds office up to the date of theensuing Annual General Meeting of the Company.
Your Company has received notice under Section 160 of the Act from a member proposingappointment of Mr. Chandan Singh as an Independent Director on the Board of your Company.Accordingly the necessary resolution seeking approval of the members for appointment ofMr. Chandan Singh has been incorporated in the Notice of the ensuing Annual GeneralMeeting.
Brief profiles of the Directors proposed to be appointed/re-appointed at the ensuingAnnual General Meeting are annexed to the Notice convening Annual General Meeting.
The Board recommends their appointment at the ensuing Annual General Meeting.
Declaration by Independent Directors
The Company has received declarations from all the Independent Directors of the Companyconfirming that they meet the criteria of independence as prescribed under Section 149(6}of the Companies Act 2013 read with Regulation 25 of the SEBI (Listing Obligations andDisclosure Requirements} Regulations 2015.
chief financial officer
Pursuant to the provisions of Section 203 of the Companies Act 2013 appointment ofMr. Rahul Taneja Chief Financial Officer was formalized as the Key Managerial Personnelof the Company.
key managerial personnel
In accordance with the provisions of Section 203 of the Act the following personnelhave been designated as the Key Managerial Personnel of the Company:
|Name ||Designation |
|Om Pal Yadav ||Managing Director |
|Abhineet Srivastava ||Company Secretary |
|Rahul Taneja ||Chief Financial Officer |
The Board of Directors has carried out an annual evaluation of its own performance andindividual directors pursuant to the provisions of the Companies Act 2013. Theperformance of the Board was evaluated by the Board on the basis of the criteria such asthe Board composition and structure effectiveness of Board process information andfunctioning 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 to safeguard and protectits assets as well as to improve the overall productivity of its operations. All thetransactions are properly authorized recorded and reported to the management. The Companyis following applicable Accounting Standards for properly maintaining the books ofaccounts and reporting financial statements. The detailed process of review not onlyensures reliability of control systems and legal compliances with applicable legislationdefined policies and processes but also reviews efficiency of systems and ensuressafeguarding of tangible and intangible assets.
nomination & remuneration policy
The Board of Directors on the recommendation of the Nomination & RemunerationCommittee framed a policy for selection and appointment of Directors Key ManagerialPersonnel Senior Management and their remuneration as required under Section 178 of theCompanies Act 2013. The Nomination & Remuneration Policy of the Company is annexedherewith and marked as Annexure II to this Report.
The Company has a Risk Management Manual in place that defines the policies lays outthe strategies and methodology to decide on the risk taking ability of the organization.
The Company constantly reviews its exposure to various types of risk whether it beregulatory operational environmental financial or political. The Company has in placeadequate systems to ensure compliance with all regulatory and statutory matters reviewsthe same on a periodic basis and takes appropriate corrective action when necessary.
management discussion and analysis report
Management Discussion and Analysis Report as required under Regulation 34 of the SEBIListing Regulations is annexed as Annexure III to this Board Report.
corporate governance report
Your Company believes and preached the Corporate Governance practices which are in linewith legal requirements of Regulation 27 of SEBI (Listing Obligations and DisclosureRequirements) Regulations 2015 and Companies Act 2013. The Company has adopted thepractices which are prevalent in the industry. Further Regulation 15 of Securities andExchange Board of India (Listing Obligations and Disclosure Requirements) Regulation 2015has exempted certain Companies from mandatory Compliance of provision of Regulation 27 oflisting agreement under SEBI(Listing Obligation and Disclosure Requirement) Regulation2015 entered in to with the Stock Exchange where the Share of the Company are listed. Interms of said regulation every Company which has paid up capital less than Rs. 10 Croreand Net worth less than Rs. 25 Crore are exempted from complying with the provisions ofRegulation 15 of SEBI(Listing Obligation and Disclosure Requirements) Regulation 2015.
The Paid up capital of your company is less than Rs. 10 Crore and Net worth is lessthan 25 Crore therefore your Company is exempted from the complying with the provision ofregulation 27 however your director assure you that your company will continue to followthe good corporate governance practices.
directors responsibility statement
The Board of Directors acknowledges the responsibility for ensuring compliance with theprovisions of Section 134(3) (c) read with Section 134(5) of the Companies Act 2013 inthe preparation of the annual accounts for the year ended 31st March 2019 and state that:
a. in the preparation of the annual accounts for the financial year ended on 31stMarch 2019 the applicable accounting standards had been followed along with properexplanation relating to material departures;
b. the directors had selected such accounting policies and applied them consistentlyand made judgments and estimates that are reasonable and prudent so as to give a true andfair view of the state of affairs of the company at the end of the financial year and ofthe profit and loss 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.
particulars of employees
Particulars of employees as required under Rule 5(2) of the Companies (Appointment andRemuneration of Managerial Personnel) Rules 2014 are required to be annexed to theBoard's Report. In accordance with the provisions of Section 136 of the Act the AnnualReport excluding the aforesaid information is being sent to all the members of the Companyand others entitled thereto. Any member interested in obtaining such particulars may writeto the Company Secretary at the Registered Office of the Company.
particulars of remuneration
The information required under Section 197(12) of the Companies Act 2013 read withRule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) Rules2014
i) The ratio of the remuneration of each Director to the median remuneration of theemployees of the Company for the financial year 2018-19:
No Director has drawn any remuneration from the Company during the financial year2018-19 therefore ratio of remuneration of each director the median remuneration of theemployees of the Company is not ascertainable.
ii) the percentage increase in remuneration of each Director Chief Financial OfficerChief Executive Officer Company Secretary or Manager if any in the financial year2018-19:
Remuneration of Chief Financial Officer and Company Secretaries has not been increasedduring the financial year 2018-19.
iii) The percentage increase in the median remuneration of employees in the financialyear 2018-19:
No increase of remuneration of empolyees during the financial year 2018-19.
iv) The number of permanent employees on the rolls of company:
v) Average percentile increase already made in the salaries of employees other than themanagerial personnel in the last financial year and its comparison with the percentileincrease in the managerial remuneration and justification thereof and point out if thereare any exceptional circumstances for increase in the managerial remuneration:
| || || ||Amount in Rs. |
| ||2018-19 ||2017-18 ||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 |
(As the Company has only one permanent employee therefore average salary is notascertainable
vi) The key parameters for any variable component of remuneration availed by theDirectors:
The key parameters for the variable component of remuneration if any availed by theDirectors are considered by the Board ofDirectors based on the recommendations oftheNomination and Remuneration Committee as per the Nomination & Remuneration Policy forDirectors.
vii) Affirmation that the remuneration is as per the remuneration policy of theCompany:
Remuneration is paid to the Key Managerial personal (i.e. CFO and Company Secretary) ofthe Company. It is hereby affirmed that the remuneration paid is as per the Nomination andRemuneration Policy of the Company.
particulars of contracts or arrangements with related parties
There were no contracts or arrangements entered into by the Company in accordance withthe Section 188 of the Companies Act 2013. However the details of the transactions withrelated party are provided in the accompanying financial statements. Related partytransactions are subject to the Audit Committee and the Board for approval.
The policy on materiality of related party transactions and dealing with related partytransactions as approved by the Board can be accessed on the Company's website at thelink: www.nmsresourcesglobal.com
Members are aware that the Company had started a sustainability initiative with the aimof going green and minimizing the impact on the environment. Like the previous yearelectronic copies of the Annual Report 2018-19 and Notice of the 33rd AGM are being sentto all Members whose email addresses are registered with the Company / DepositoryParticipant(s). For Members who have not registered their email addresses physical copiesof the Annual Report 2018-19 and the Notice of the 33rd AGM are sent in the permittedmode. Members requiring physical copies can send a request to the Company Secretary.
The Company is providing remote e-voting facility to all Members to enable them to casttheir votes electronically on all resolutions set forth in the Notice of the AGM. This ispursuant to Section 108 of the Companies Act 2013 and Rule 20 of the Companies(Management and Administration) Rules 2015 read with Regulation 44 of the SEBI ListingRegulations 2015. The instructions for remote e-voting are provided in the Notice of theAGM.
listing on the stock exchange
The Company's shares are listed with BSE Limited and MSEI (Metropolitan Stock Exchangeof India Limited).
changes in share capital
The Authorized Share Capital of the company is Rs. 55000000 divided into 5500000equity shares of Rs.10/- each. During the period under review the said capital has notbeen raised by the company. The Issued Subscribed & Paid-up Capital remains is Rs.30056000/-.
There has been no change in the share capital of the Company during the year.
international security identification number (isin)
Your Company has admitted its securities with National Services Depository Limited(NSDL) and Central Depository Services (India) Limited (CDSL) to enable our shareowners tohold their shares in Dematerialized form. International Security Identification Number(ISIN) of your Company is INE169F01014.
committees of the board
The Committees of the Board focus on certain specific areas and make informed decisionsin line with the delegated authority. The following substantive Committees constituted bythe Board function according to their respective roles and defined 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 annual return as onMarch 31 2019 in form MFT-9 is enclosed as Annexure-IV to this report for the financialyear 2018-19 on its website at https://www.nmsresourcesglobal.com.
b) meetings of the board
During the financial year ended March 31 2019 11 meetings of the Board of Directorswere held four times as per the statutory minimum requirement. None of the two BoardMeetings have a gap of more than 120 days between them. The dates of meetings arementioned below:
|Sr .No. ||date ||Sr. No. || |
|1. ||10/05/2018 ||2. ||29/05/2018 |
|3. ||13/08/2018 ||4. ||25/08/2018 |
|5. ||31/08/2018 ||6. ||01/09/2018 |
|7. ||14/11/2018 ||8. ||14/02/2019 |
|9. ||26/02/2019 ||10. ||04/03/2019 |
|11. ||29/03/2019 || || |
c) composition of audit committee
The Audit Committee as on date comprises of three members including one is Whole TimeDirector viz. Mr. Om Pal Yadav and two are Independent Non executive director viz. Mr.Chandan Singh and Mr. Ravinder Dixit. Mr. Chandan Singh is heading the Committee.
d) composition of nomination and remuneration committee
The Nomination and Remuneration Committee as on date comprises of three members viz.Mr. Om Pal Yadav Mr. Chandan Singh and Mr. Ravinder Dixit. Mr. Chandan Singh is headingthe Committee.
e) composition of stakeholder relationship committee
The Stakeholder Relationship Committee as on date comprises of three members includingone is Managing Director viz. Mr. Om Pal Yadav and two are Non executive Independentdirectors viz. Mr. Chandan Singh and Mr. Ravinder Dixit. Mr. Om Pal Yadav is heading theCommittee.
f) risk management committee
The Risk Management Committee as on date comprises of three members including one isDirector Mr. Sanjay Kumar Gupta and two other Director viz. Mr. Chandan Singh and Mr. OmPal Yadav. Mr. Sanjay Kumar Gupta is heading the Committee.
g) vigil machanism/whistle blower policy
Pursuant to Section 177 of the Companies Act 2013 the Board of Directors has adopteda vigil mechanism/whistle blower policy of the Company.
The company's attitude towards unethical behavior actual or suspected fraud orviolation of the company's code of conduct or ethics policy is very strict. The Companyfollows absolute intolerance for such matters and expect the directors and employees toreport genuine concerns about such abuse. The vigil mechanism/whistle blower policy can beaccessed on the Company's website at the link: www.nmsresourcesglobal.com
h) disclosure as per sexual harassment of women at workplace (prevention prohibitionand redressal) act 2013
The Company has zero tolerance towards sexual harassment at workplace and during theyear under review your Board has constituted an Internal Complaints Committee to considerand redress complaints of sexual harassment & also adopted a policy on preventionprohibition and redressal of sexual harassment at workplace in line with the provisions ofSexual Harassment of Women at Workplace (Prevention Prohibition and Redressal) Act 2013and the rules framed thereunder.
During the financial year 2018-19 the Company has received no complaints on sexualharassment.
i) paticulars of loans given investment made guarantees given and security provided
Particulars of loans given investments made guarantees given and securities areprovided in the financial statements. Nil
Your Directors state that no disclosure or reporting is required in respect of thefollowing items as there were no transactions on these items during the year under review:
1. Details relating to deposits covered under Chapter V of the Companies Act 2013.
2. Issue of equity shares with differential rights as to dividend voting or otherwise.
3. Issue of shares (including sweat equity shares) to employees of the Company underany scheme.
4. The Managing Directors of the Company did not receive any remuneration or commissionfrom subsidiary.
5. No significant or material orders were passed by the Regulators or Courts orTribunals which impact the going concern status and Company's operations in future.
The Company does not have any subsidiary or associate company.
particulars of conservation of energy technology absorption and foreign exchangeearnings and out go.
Information required to be given pursuant to section 134(3)(m) of the Companies Act2013 read with Rule 8(3) of the Companies (Accounts) Rules 2014 and forming part of theDirector's report for the year ended 31st March 2019 are given below :
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 and consultancy which doesnot require the Electricity or Power consumption on large scale. However Your Company isconscious about its responsibility to conserve energy power and other energy sourceswherever possible. We emphasis towards a safe and clean environment and continue to adhereto all regulatory requirements and guidelines.
(ii) the steps taken by the company for utilizing alternate sources of energy;
The Company has been taking energy saving measures viz. Use of energy saver electricalequipments LED fittings are provided inside the building for common area lighting in theCompany Efficient ventilation system in the office ofthe Company.
(iii) the capital investment on energy conservation equipments;
Your company has nil capital investment on energy conservation equipments.
B. Teehnology absorption-
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement cost reduction product developmentor import substitution; N.A.
(iii) in case of imported technology (imported during the last three years reckonedfrom 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 place and the reasonsthereof; 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 connected with the businessof the Company Bankers of the Company for their co-operation and continued support.
b) The Shareholders Suppliers and Contractors for the trust and confidence reposed andto the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere appreciation for theefforts put in by the officers and employees at all levels in achieving the results andhopes that they would continue their sincere and dedicated endeavour towards attainment ofbetter working results during the current year.
|Reg. Office: ||By Order of the Board of Director || |
|H.No. 48 Hasanpur ||nms resources global limited || |
|I.P. Extension Delhi ||Sd/- ||Sd/- |
|Delhi - 110092 ||Om Pal Yadav ||Sanjay Kumar Gupta |
|Date: 29.08.2019 ||(Managing Director) ||(Director) |
|Place: New Delhi ||DIN: 01607006 ||DIN: 01219963 |
| ||Add: C-351/9 Majlis ||Add: 59Deep NagarNear |
| ||Park Adarsh Nagar ||Ekta Vihar Ambala Cantt |
| ||Delhi 110033 ||Ambala 133004 |