Dear Members,
The Directors are pleased to present the 61st Annual Report of the Company along with the audited financial statements for the financial year ended March 31, 2024.
FINANCIAL HIGHLIGHTS
(Rs. In lakhs)
REVIEW OF PERFORMANCE AND FUTURE OUTLOOK
Revenue from operations during the Financial Year 2023-24 was Rs 2,137.32 lakhs as against Rs 1,734.50 lakhs during the previous financial year. Total income increased to Rs 3,789.26 lakhs for the year ended March 31, 2024 as compared to Rs 2,792.09 lakhs during the year ended March 31, 2023.The net profit after tax for the financial year 2023-24 was Rs 1,473.86 lakhs as compared to the Rs 824.77 lakhs during the financial year 2022-23.
The Company's real estate development project was completed in 2018. The Company presently does not have any ongoing project nor is any new project envisaged in the near future. The revenue from operations arises out of sale of balance inventory of the Company's project which was completed in FY 2018-19.
DIVIDEND AND RESERVES
The Board does not recommend any dividend for the financial year under review. No amount is proposed to be transferred to reserves during the year.
DIVIDEND DISTRIBUTION POLICY
In terms of Regulation 43A of the SEBI (Listing Obligations and Disclosure Requirements) Regulations, 2015, (‘Listing Regulations') the Board of Directors of the Company (the ‘Board') formulated and adopted the Dividend Distribution Policy (the ‘Policy') which sets out the parameters and circumstances to be considered by the Board in determining the distribution of dividend to its shareholders and/or retaining profits earned by the Company. The Policy is available in the investor section of the Company's website at www.nsil.net.in.
ANNUAL RETURN
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 year ended on March 31, 2024 is available on the Company's 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 during Financial Year 2023-24.
DIRECTORS AND KEY MANAGERIAL PERSONNEL
Retiring by rotation
Ms Smita Ghag, Director retires by rotation and being eligible offers herself for reappointment. Necessary resolution for her reappointment forms part of the accompanying AGM notice. A brief resume, nature of expertise, details of directorships held in other companies along with her shareholding in the Company, as stipulated under the Secretarial Standards and Listing Regulations is appended as an Annexure to the Notice of the ensuing AGM.
Key Managerial Personnel
Ms. Sheetal Hambarde was appointed as Company Secretary & Compliance Officer on December 12, 2023 in place of Ms. Madhur Mittal who resigned as Company Secretary & Compliance Officer on September 15, 2023.
Key Managerial Personnel of the Company as per Section 203 of the Act, as on March 31, 2024 are
Mr. Darshan Multani, Chief Executive Officer
Mr. Rameshchandra Chechani, Chief Financial Officer
Ms. Sheetal Hambarde, Company Secretary
Declarations by Independent Directors
Pursuant to Section 149(7) of the Act, the Company has received declarations from all Independent Directors, confirming that they meet the criteria of independence as specified in Section 149(6) of the Act, as amended, read with Rules framed thereunder and Regulation 16(1)(b) of the Listing Regulations. In terms of Regulation 25(8) of the Listing Regulations, the Independent Directors have confirmed that they are not aware of any circumstance or situation which exists or may be reasonably anticipated that could impair or impact their ability to discharge their duties with an objective independent judgement and without any external influence and that they are independent of the Management.
The Independent Directors have also confirmed that they have complied with the Company's Code of Conduct and that they are registered on the databank of Independent Directors maintained by the Indian Institute of Corporate Affairs. The Directors have further confirmed that they are not debarred from holding the office of director under any order of SEBI other regulator. The Board of Directors of the Company have taken on record the aforesaid declaration and confirmation submitted by the Independent Directors.
BOARD AND BOARD MEETINGS
The Board has an optimum combination of Executive and Non-Executive Directors including woman directors and conforms to the provisions of the Act and Listing Regulations. As on March 31, 2024, the Board comprised seven Directors, of which three are Non-Executive Non-Independent Directors and four are Non- Executive Independent Directors. There is one-woman independent director on the Board. The composition of the Board of the Company as on March 31, 2024 was as under: -
*Appointed as director w.e.f. July 12, 2023
Details on board composition, attendance, evaluation and board committees are provided in the Report on Corporate Governance which forms part of this Annual Report.
Independent Directors' Meeting
In compliance with Schedule IV to the Act (Code for Independent Directors) and the Listing Regulations, the Independent Directors of the Company met separately on March 29, 2024.
BOARD EVALUATION
The Board carried out an annual evaluation of its own performance, board committees, and individual directors pursuant to the provisions of the Act and the Listing regulations. Performance of the board was evaluated after seeking inputs from all the directors on the basis of criteria such as board composition and structure, effectiveness of board processes, information and functioning, etc. The performance of the committees was evaluated by the Board after seeking inputs from the committee members. The Board and the NRC reviewed the performance of individual directors on the basis of criteria such as the contribution of the individual director to the board and committee meetings.
In a separate meeting of independent directors, performance of non-independent directors, Chairperson and the board as a whole was evaluated, taking into account the views of the directors. Performance evaluation of independent directors was done by the entire board, excluding the independent director being evaluated.
CORPORATE SOCIAL RESPONSIBILITY
Corporate Social Responsibility (CSR) Committee has been constituted in accordance with Section 135 of the Act. The Annual CSR Report is attached as Annexure I to the Board's report. The Board has adopted a CSR Policy which is available on the Company's website at www.nsil.net.in/investor-relation/policies. Salient features of the Policy are set out in Annexure II to the Board's 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 with Part D of Schedule II to the Listing Regulations, the NRC is responsible for formulating the criteria for determining qualifications, positive attributes and independence of a Director. The NRC is also responsible for recommending to the Board, a policy relating to remuneration of Directors, Key Managerial Personnel and other employees. In line with this requirement, the Board has adopted a Nomination and Remuneration Policy which is available on the Company's website at www.nsil.net.in. Salient features of the Policy are reproduced in the operations of the company are not energy intensive however the Company is committed to optimization of energy usage to the Board's Report.
AUDITORS & AUDITOR'S REPORT
Statutory Auditors & Auditor's Report
MSKA & Associates, Chartered Accountants were re-appointed as Statutory Auditors of your Company at the 58th Annual General Meeting held on September 24, 2021, for a second term of five consecutive years and hold office till the of the Annual General Meeting to be held in the FY 2026.
The statutory auditor's report for Financial year 2023-24 does not contain any qualifications, reservations or adverse remarks. The Auditor's report is enclosed with the financial statements with this Annual Report. No frauds have been reported by the Auditor during Financial year 2023-24.
Secretarial Auditor & Secretarial Audit Report
Pursuant to the provisions of Section 204 of the Companies Act, 2013 read with the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, Shravan A. Gupta & Associates, Practicing Company Secretary was appointed as Secretarial Auditor to conduct a secretarial audit for the Financial year 2023-24.
The Secretarial Audit Report for Financial year 2023-24 does not contain any qualifications, reservations or adverse remarks.
The Secretarial Audit Report of the Company is provided in Annexure IV to the Board's Report.
COST AUDITOR & COST AUDIT REPORT
The provisions of Cost audit as prescribed under Section 148 of the Companies Act, 2013 are not applicable to the Company for the Financial year 2023-24.
PARTICULARS OF LOANS, GUARANTEES, SECURITIES AND INVESTMENTS
In terms of Section 134 of the Companies Act, 2013, the particulars of loans, guarantees and investments made by the Company under Section 186 of the Companies Act, 2013 are detailed in Notes to the standalone financial statements.
RELATED PARTY TRANSACTIONS
Transactions/contracts/arrangements, falling within the purview of provisions of Section 188(1) of the Act, entered by the Company with related parties as defined under the provisions of Section 2(76) of the Act, during the financial year under review were in the ordinary course of business and have been transacted at arms' length basis. The Related Party Transactions Policy is available on the Company's website at www.nsil.net.in/investor-relation/policies. Disclosures as required pursuant to Para A of Schedule V of the Listing regulations form part of the Audited Financial Statements for Financial year 2023-24.
All Related Party Transactions are placed before the Audit Committee/Board, as applicable, for their approval. The material related party transactions during the Financial Year 2023-24 are as set out in Form AOC-2 annexed to this Board's Report.
HOLDING COMPANY, SUBSIDIARIES, JOINT VENTURE AND ASSOCIATES
The Company is a subsidiary of Macrotech Developers Limited. During the year under review, the Company did not have any subsidiary, joint ventures or associate companies.
RISK MANAGEMENT AND INTERNAL CONTROLS
Risk Management
Your Company has robust process in place to identify key risks and to prioritize relevant action plans to mitigate these risks. 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 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 business and the size and complexity of operations. These systems are routinely tested and certified by the Statutory as well as the Internal Auditor. The Board / Audit Committee reviews adequacy and effectiveness of the Company's internal control environment. These systems provide a reasonable assurance in respect of financial and operational information, complying with applicable statutes, safeguarding of assets of the Company, prevention & detection of frauds, accuracy & completeness of accounting records and ensuring compliance with corporate policies.
WHISTLE BLOWER POLICY AND VIGIL MECHANISM
The Company's Whistle Blower Policy is in line with the provisions of Section 177 of the Act and as per Regulation 22 of the Listing Regulations. This Policy establishes a vigil mechanism for Directors and employees to report genuine concerns regarding unethical behaviour, actual or suspected fraud or violation of the Company's Code of Conduct. The said mechanism also provides for adequate safeguards against victimization of persons who use such mechanism and makes provision for direct access to the chairperson of the Audit Committee in appropriate or exceptional cases. The Vigil Mechanism / Whistle Blower Policy is posted on the Company's website www.nsil.net.in/investor-relation/policies. During the year, the Company did not receive any complaint/ concern under Vigil Mechanism.
DISCLOSURE UNDER SECTION 197(12) OF THE COMPANIES ACT, 2013 AND OTHER DISCLOSURES AS PER RULE 5 OF COMPANIES (APPOINTMENT & REMUNERATION) RULES, 2014
The information required under Section 197 of the Act read with rule 5(1) of the Companies (Appointment and Remuneration of Managerial Personnel) 2014 is not relevant to the Company as the Company has no employees, directors do not draw any remuneration (other than 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 the Companies (Appointment and Remuneration of Managerial Personnel) Rules, 2014, as amended from time to time do not apply as there are no employees.
DETAILS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION, FOREIGN EXCHANGE EARNINGS AND OUTGO
The Company currently has no ongoing project and therefore disclosures pertaining to conservation of energy and technology absorption are not applicable to your Company during the year under review. The Company remains committed to optimization of energy usage During the Financial Year 2023-24, the Company neither earned any foreign exchange in terms of actual inflows nor is there any foreign exchange outgo in terms of actual outflows.
CORPORATE GOVERNANCE REPORT
Pursuant to Regulation 34 of the Listing Regulations and relevant sections of the Act, Report on Corporate Governance and Practicing Company Secretary's Certificate thereon are included with this Annual Report.
MANAGEMENT DISCUSSION AND ANALYSIS
The Management Discussion and Analysis report forms a part of this Annual Report.
BUSINESS RESPONSIBILITY AND SUSTAINABILITY REPORT
The Business Responsibility and Sustainability Report pursuant to regulation 34 of the Listing Regulations, forms part of the Annual Report. The Company does not have any ongoing project nor is any envisaged in the near future. The revenue is derived from sale of inventory of a past real estate project which was completed in 2018. The Company has no employees or workers. The Key Managerial Personnel are on deputation from the holding company, Macrotech Developers Limited. In view of this, for FY 2023-24, the Company is reporting only on Essential Indicators and Leadership Indicators to the extent applicable.
GENERAL
Your Directors state that for the financial year ended March 31, 2024, no disclosure is required in respect of the following items and accordingly confirm as under:
1. The Company has neither revised the financial statements nor the Board's report.
2. There was no change in the authorized and paid-up share capital of the Company.
3. 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.
4. There are no material changes or commitments affecting the financial position of the Company between March 31, 2024 and the date of this report.
5. The Company has not accepted any deposits.
6. No instance of fraud has been reported to Board of Directors of the Company by the Auditors or any other person.
7. No significant or material orders were passed by the Regulators/Courts/Tribunals which impact the going concern status and Company's operations in future.
8. There was no change in the nature of the business of the Company.
9. There has been no issue of equity shares with differential rights as to dividend, voting or otherwise.
10. No petition/application has been admitted under Insolvency and Bankruptcy code by the Honorable NCLT.
11. The Company has complied with applicable Secretarial Standards issued by the Institute of the Company Secretaries of India.
DIRECTORS' RESPONSIBILITY STATEMENT
Pursuant to the requirement of clause (c) of sub-section (3) of Section 134 of the Act, your Directors confirm that:
a. in the preparation of the annual accounts for the Financial Year ended March 31, 2024, the applicable accounting standards read with the requirements set out under Schedule III to the Act, have been followed and there are no material departures thereof;
b. they have selected such accounting policies and applied them consistently and made judgments and estimates that are reasonable and prudent so as to give a true and fair view of the state of affairs of the Company as at March 31, 2024 and of the profit and loss of the Company for the Financial year ended on that date;
c. they have taken proper and sufficient care for the maintenance of adequate accounting records in accordance with the provisions of this Act for safeguarding the assets of the Company and for preventing and detecting fraud and other irregularities;
d. they have prepared the annual accounts on a going concern basis;
e. they have laid down internal financial controls to be followed by the Company and that such internal financial controls are adequate and were operating effectively; and f. they have devised proper systems to ensure compliance with the provisions of all applicable laws and that such systems were adequate and operating effectively.
ACKNOWLEDGEMENTS
Your Directors would like to express their grateful appreciation for the assistance and support extended by all stakeholders.
For and on behalf of the Board
National Standard (India) Limited