Dear Stakeholders,
Your directors take pleasure in presenting the 38th Annual
Report on the business and operation of the Company, along with Audited Accounts, for the
financial year ended 31st March, 2024.
ABOUT YOUR COMPANY
NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL LIMITED) is a
public limited company, listed on India's premiere Stock Exchange BSE Limited and MSEI
(Metropolitan Stock Exchange of India Limited) and engaged in the business of Consultancy,
Skill Development, infrastructure as well as Pay roll services.
FINANCIAL RESULTS
(Rs. in Lakhs)
|
Standalone |
Consolidated |
|
2023-24 |
2022-23 |
2023-24 |
2022-23 |
Revenue from Operation |
2114.75 |
202.11 |
2482.99 |
655.70 |
Other Income |
3.08 |
0 |
14.28 |
3.43 |
Total Expenses |
2074.92 |
178.42 |
2434.68 |
629.98 |
Profit/(Loss) before
depreciation, Finance cost, tax and Exceptional Items |
42.91 |
23.69 |
62.58 |
29.15 |
Exceptional Items |
0 |
0 |
0 |
0 |
Profit/(Loss) before
depreciation, Finance cost, tax (after Exceptional Items) |
42.91 |
23.69 |
62.58 |
29.15 |
Less: Finance Cost |
2.20 |
0.45 |
67.91 |
4.30 |
Depreciation |
3.73 |
0.80 |
52.85 |
11.79 |
Profit/(Loss) before tax |
41.80 |
23.69 |
61.48 |
29.15 |
Less: Tax Expenses |
(11.07) |
(0.15) |
28.10 |
1.41 |
Profit/(Loss) After Tax |
30.73 |
23.84 |
33.38 |
27.74 |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review, able to generate any revenues from
operation of Rs. 2114.75 lac and had profit of Rs. 30.73 lacs only. Company is engaged in
the multiple business but due to Covid-19 pandemic business were collapsed and likely to
be revived in present and upcoming financial years.
DIVIDEND
In view of losses of the past years, your directors do not recommend
any dividend for the financial year ended March 31st, 2024 The Board assures
you to present a much strong financial statements in coming years.
TRANSFER TO RESERVES
No amount is proposed to be transferred to Reserves for the year under
review.
MATERIAL CHANGES FROM END OF FINANCIAL YEAR TO DATE OF REPORT
There are no material changes and commitment, affecting the financial
position of Company which has occurred between the end of financial year of the Company to
which the financial statements relate and the date of this report other than those
disclosed in the Annual report.
CHANGE IN NATURE OF BUSINESS
During the period under review, the Company has not changed its nature
of business.
AUDITORS
M/S SPS Associates, Chartered Accountants (FRN:012358N), New Delhi, as
Statutory Auditors resigned as statutory auditors of the company with completing the
tenure on 14.08.23 and the board of directors has appointed M/s. Aggarwal Pawan &
Associates FRN - 031570N as statutory auditors of the company with effect from 19.08.2023
but due to health issue M/s. Aggarwal Pawan & Associates resigned as statutory
auditors of the company.
Upon the recommendation of the Audit Committee, the Board has subject
to the approval of shareholders approved the appointment of M/s. Mukul Garg &
Associates, Chartered Accountants (FRN- 019503C) as new Statutory Auditors of the Company
to fill the casual vacancy arised due to the resignation of M/s. Aggarwal Pawan &
Associates (FRN-031570N)
AUDITORS' REPORT
There are no qualifications in statutory audit report. The comments in
the Auditors' Report read with the notes to the accounts on the financial statement for
the financial year 2023-24 are self-explanatory and do not call for further explanation.
SECRETARIAL AUDITOR
The Board has appointed M/s Prachi & Associates, Company
Secretaries, to conduct Secretarial Audit under the provisions of Section 204 of the
Companies Act 2013 for the Financial Year 2023-24. The Secretarial Audit Report for the
Financial year ended 31st March 2024 is annexed herewith and marked as Annexure
I to this Report.
The qualifications by the Secretarial Auditor in its Secretarial Audit
Report for the Financial Year 202324:
During the period under review it has also been observed by us that the
Company has not submitted few Forms with the Registrar of Companies within the stipulated
time period however, the same were duly submitted with the additional fees.
Management note to above Point:
The management is in the process of getting all the forms filled
The company has also obtained a certificate from M/s Prachi &
Associates, Company Secretaries confirming that none of the Directors on the Board of the
Company has been debarred or disqualified from being appointed or continuing as Directors
of Companies by the Securities and Exchange Board of India/ Ministry of Corporate Affairs
or any such Statutory Authority.
Directors and Key Managerial Personnel
As on March 31st 2024, the Board comprises 6 Directors of
i.e., 1 Managing Director, 3 Non-Executives Director and 2 Independent Directors as under:
Mr. Sugan Choudhary |
Managing Director |
Mr. Pankaj Chander |
Non- Executive Director |
Mr. Ujjwal Narayan |
Independent Director |
Mr. Sanjay Singh |
Independent Director |
Mr. Dhananjai Gupta |
Non- Executive Director |
Ms. Isha Gupta |
Non- Executive Woman Director |
Changes in Directors and Key Managerial Personnel
Mr. O. P. Yadav (Managing Director) resigned from the company w.e.f
16.05.2023 and Mr. Sugan Choudhary was appointed as Managing Director of the Company
26.07.2023, earlier he was an Independent Director of the Company w.e.f 26.07.2023 change
in designation of Mr. Sugan Choudhary from non executive-independent Director to Executive
Director of the Company. Mr. Pankaj Chander was appointed as Non-Executive Director w.e.f
30.05.2023.
Ms. Charu Varshney, company Secretary cum compliance officer was
resigned from Company w.e.f
01.07.2023 and Mr. Sajan Jain was appointed as company Secretary cum
compliance officer w.e.f
01.09.2023
DECLARATION BY INDEPENDENT DIRECTORS
The Company has received declarations from all the Independent
Directors of the Company confirming 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 and Disclosure Requirements) Regulations, 2015.
CHIEF FINANCIAL OFFICER
Pursuant to the provisions of Section 203 of the Companies Act, 2013,
appointment of Mr. Subham Choudhary, Chief Financial Officer was formalized as the Key
Managerial Personnel of the Company.
KEY MANAGERIAL PERSONNEL
In accordance with the provisions of Section 203 of the Act, the
following personnel have been designated as the Key Managerial Personnel of the Company as
on date of present director's report:
Name |
Designation |
Sugan Choudhary |
Managing Director |
Subham Choudhary |
Chief Financial Officer |
Sajan Jain |
Company Secretary |
BOARD EVALUATION
The Board of Directors has carried out an annual evaluation of its own
performance and individual directors pursuant to the provisions of the Companies Act,
2013. The performance of the Board was evaluated by the Board on the basis of the criteria
such as the Board composition and structure, effectiveness of Board process, information
and functioning etc. The Board and Nomination and Remuneration Committee reviewed the
performance of the individual directors on the basis of the criteria such as the
contribution of individual director to the Board and committee meetings like preparedness
on the issue to be discuss meaningful and constructive contribution and inputs in
meetings, etc. In a separate meeting of independent directors, performance of
non-independent director, performance of the Board as a whole and performance of Chairman
was evaluated.
EFFICIENT INTERNAL CONTROL SYSTEM AND THEIR ADEQUACY
Adequate internal controls have been laid down by the Company to
safeguard and protect its assets as well as to improve the overall productivity of its
operations. All the transactions are properly authorized, recorded and reported to the
management. The Company is following applicable Accounting Standards for properly
maintaining the books of accounts and reporting financial statements. The detailed process
of review not only ensures reliability of control systems and legal compliances with
applicable legislation, defined policies and processes but also reviews efficiency of
systems 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, Key
Managerial Personnel, Senior Management and their remuneration as required under Section
178 of the Companies Act, 2013. The Nomination & Remuneration Policy of the Company is
annexed herewith and marked as Annexure II to this Report.
RISK MANAGEMENT
The Company has a Risk Management Manual in place that defines the
policies, lays out the 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 be regulatory, operational, environmental, financial or political. The Company
has in place adequate systems to ensure compliance with all regulatory and statutory
matters reviews the 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 SEBI Listing 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 line with legal requirements of Regulation 27 of SEBI (Listing Obligations
and Disclosure Requirements) Regulations, 2015 and Companies Act 2013. The Company has
adopted the practices which are prevalent in the industry. Further Regulation 15 of
Securities and Exchange Board of India (Listing Obligations and Disclosure Requirements)
Regulation, 2015 has exempted certain Companies from mandatory Compliance of provision of
Regulation 27 of listing agreement under SEBI(Listing Obligation and Disclosure
Requirement), Regulation 2015 entered in to with the Stock Exchange where the Share of the
Company are listed. In terms of said regulation every Company which has paid up capital
less than Rs. 10 Crore and Net worth less than Rs. 25 Crore are exempted from complying
with the provisions of Regulation 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 less than 25 Crore therefore your Company is exempted from the complying with the
provision of regulation 27, however your director assure you that your company will
continue to follow the good corporate governance practices.
Net Worth Certificate received from Prachi Bansal, Practicing Company
Secretary reflecting Paid-up Share Capital and Net worth of the M/s NMS Global Limited
(formally known as NMS Resources Global Limited) as per Balance Sheet is Annexed with
Directors Report
DIRECTOR'S RESPONSIBILITY STATEMENT
The Board of Directors acknowledges the responsibility for ensuring
compliance with the provisions of Section 134(3)(c) read with Section 134(5) of the
Companies Act, 2013 in the preparation of the annual accounts for the year ended 31st
March, 2024 and state that:
a. in the preparation of the annual accounts for the financial year
ended on 31st March, 2024, the applicable accounting standards had been
followed along with proper explanation relating to material departures;
b. the directors had 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 at the end of the
financial year and of the profit and loss of the company for that period;
c. the directors had 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. 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 the company and that such internal financial controls are adequate and were
operating effectively; and
f. the directors had devised proper systems to ensure compliance with
the provisions of all 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 and Remuneration of Managerial Personnel) Rules, 2014 are required to be
annexed to the Board's Report. In accordance with the provisions of Section 136 of the
Act, the Annual Report excluding the aforesaid information is being sent to all the
members of the Company and others entitled thereto. Any member interested in obtaining
such particulars may write to 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 with Rule 5(1) of the Companies (Appointment and Remuneration of Managerial
Personnel) Rules, 2014
i) The ratio of the remuneration of each Director to the median
remuneration of the employees of the Company for the financial year 2023-24:
No Director has drawn any remuneration from the Company during the
financial year 2023-24 therefore ratio of remuneration of each director the median
remuneration of the employees of the Company is not ascertainable.
ii) the percentage increase in remuneration of each Director, Chief
Financial Officer, Chief Executive Officer, Company Secretary or Manager, if any, in the
financial year 2023-24 :
Remuneration of Chief Financial Officer and Company Secretaries has not
been increased during the financial year 2023-24.
iii) The percentage increase in the median remuneration of employees in
the financial year 2023-24:
No increase of remuneration of employees during the financial year
2023-24.
iv) The number of permanent employees on the rolls of company: 2(Two)
v) Average percentile increase already made in the salaries of
employees other than the managerial personnel in the last financial year and its
comparison with the percentile increase in the managerial remuneration and justification
thereof and point out if there are any exceptional circumstances for increase in the
managerial remuneration:
|
2023-24 |
2022-23 |
Increase/Decrease in % |
Average Salary of Employee other
than key |
N.A. |
N.A. |
N.A. |
Managerial Personnel (Per Annum) |
|
|
|
Managing Director/Director/CFO |
Nil |
Nil |
Nil |
(As the Company has only two permanent employee therefore average
salary is not ascertainable)
vi) The key parameters for any variable component of remuneration
availed by the Directors:
The key parameters for the variable component of remuneration, if any,
availed by the Directors are considered by the Board of Directors based on the
recommendations of the Nomination and Remuneration Committee as per the Nomination &
Remuneration Policy for Directors.
vii) Affirmation that the remuneration is as per the remuneration
policy of the Company:
Remuneration is paid to the Key Managerial personal (i.e. CFO and
Company Secretary) of the Company. It is hereby affirmed that the remuneration paid is as
per 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 in
accordance with the Section 188 of the Companies Act, 2013. However, the details of the
transactions 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 dealing
with related party transactions as approved by the Board can be accessed on the Company's
website at the link: https://nmslimited.in/
GREEN INITIATIVE
Members are aware that the Company had started a sustainability
initiative with the aim of going green and minimizing the impact on the environment. Like
the previous year, electronic copies of the Annual Report 2023-24 and Notice of the 38th
AGM 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 addresses,
physical copies of the Annual Report 2023-24 and the Notice of the 38th AGM are
sent in the permitted mode. Members requiring physical copies can send a request to the
Company.
The Company is providing remote e-voting facility to all Members to
enable them to cast their votes electronically on all resolutions set forth in the Notice
of the AGM. This is pursuant 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
Listing Regulations, 2015. The instructions for remote e-voting are provided in the Notice
of the AGM.
LISTING ON THE STOCK EXCHANGE
The Company's shares are listed with BSE Limited and MSEI (Metropolitan
Stock Exchange of India Limited).
CHANGES IN SHARE CAPITAL
The Authorized Share Capital of the company is Rs. 5,50,00,000 divided
into 55,00,000 equity shares of Rs.10/- each. During the period under review, the said
capital has not been raised by the company. The Issued, Subscribed & Paid-up Capital
remains is Rs. 3,00,56,000/-.
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 to hold 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 decisions in line with the delegated authority. The following substantive
Committees constituted by the Board function according to their respective roles and
defined scope:
• Audit Committee
• Nomination and Remuneration Committee
• Stakeholder Relationship Committee
• Risk Management Committee
DISCLOSURES:
A) EXTRACT OF ANNUAL RETURN
Pursuant to Section 92(3) and Section 134(3)(a), extract of the annual
return as on March 31, 2024 in form MGT-9 is enclosed as Annexure-IV. The same is
also available on company's website at https://nmslimited.in/ .
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2024, 13 meetings of the
Board of Directors were held during the year. None of the two Board Meetings have a gap of
more than 120 days between them.
The Board of Directors formulates the business policies of the company,
reviews the performance and decides on the main issues concerning the company. During the
year under review, Thirteen Board Meetings were held on 30th May, 2023, 03rd
June, 2023, 20th July, 2023, 26th July, 2023, 13th August, 2023,
19th August, 2023, 28th August, 2023, 01st September, 2023, 05th
October, 2023, 10th November, 2023, 08th December, 2023, 16th
December, 2023 and 13th February, 2024.
The Audit Committee as on March 31, 2024 comprises of Four members,
including one is Managing director viz. Mr. Sugan Choudhary and one non-executive director
viz. Mr. Dhananjai Gupta and other Independent director Mr. Ujjwal Narayan Mr. Sugan
Choudhary 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. Sugan Choudhary and Mr. Ujjwal Narain. Mr. Ujjwal
Narain heading the Committee.
E) COMPOSITION OF STAKEHOLDER RELATIONSHIP COMMITTEE
The Stakeholder Relationship Committee as on date comprises of three
members, Mr. Ujjwal Narain, Sanjay Singh and Mr. Sugan Choudhary. Mr. Ujjwal Narain is
heading the Committee.
G) VIGIL MACHANISM/WHISTLE BLOWER POLICY
Pursuant to Section 177 of the Companies Act, 2013, the Board of
Directors has adopted a vigil mechanism/whistle blower policy of the Company.
The company's attitude towards unethical behavior, actual or suspected
fraud or violation of the company's code of conduct or ethics policy, is very strict. The
Company follows absolute intolerance for such matters and expect the directors and
employees to report genuine concerns about such abuse. The vigil mechanism/whistle blower
policy can be accessed on the Company's website at the link: https://nmslimited.in/
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 workplace
and during the year under review, your Board has constituted an Internal Complaints
Committee to consider and redress complaints of sexual harassment & also adopted a
policy on prevention, prohibition and redressal of sexual harassment at workplace in line
with the provisions of Sexual Harassment of Women at Workplace (Prevention, Prohibition
and Redressal) Act, 2013 and the rules framed thereunder.
During the financial year 2023-24, the Company has received no
complaints on sexual harassment.
I) PATICULARS OF LOANS GIVEN, INVESTMENT MADE, GUARANTEES GIVEN AND
SECURITY PROVIDED
Particulars of loans given, investments made, guarantees given and
securities are provided in the financial statements.
J) GENERAL
Your Directors state that no disclosure or reporting is required in
respect of the following 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 under any scheme.
4. The Managing Directors of the Company did not receive any
remuneration or commission from subsidiary.
5. No significant or material orders were passed by the Regulators or
Courts or Tribunals which impact the going concern status and Company's operations in
future.
SUBSIDIARY COMPANY
As on 31.03.2024, the Corporation has Seven subsidiary companies viz.
i. M S CORRIDOR MANAGEMENT PRIVATE LIMITED
ii. EBONY & IVORY ADVERTISING INDIA PRIVATE LIMITED
iii. GEO IT SKILLS PRIVATE LIMITED
iv. KUBERAKSHI ADVISORY SERVICES PRIVATE LIMITED
v. CREDIBLE MANAGEMENT SOLUTIONS PRIVATE LIMITED
vi. IDM ENTERPRISES PRIVATE LIMITED
vii. MSC-BVI CONSULTING PRIVATE LIMITED
viii. NMS ENTERPRISES LIMITED
The Annual Accounts of all the subsidiary companies have been audited
and finalized and the Consolidated Annual Accounts have been prepared and presented in
this Annual Report. A statement containing the salient features of the Financial
Statements of subsidiary companies forms part of the Consolidated Annual Accounts 2023-24.
PARTICULARS OF CONSERVATION OF ENERGY, TECHNOLOGY ABSORPTION AND
FOREIGN EXCHANGE EARNINGS AND OUT GO.
Information required to be given pursuant to section 134(3)(m) of the
Companies Act, 2013 read with Rule 8(3) of the Companies (Accounts) Rules, 2014 and
forming part of the Director's report for the year ended 31st March, 2024 are
given 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 and
consultancy which does not require the Electricity or Power consumption on large scale.
However, Your Company is conscious about its responsibility to conserve energy, power and
other energy sources wherever possible. We emphasis towards a safe and clean environment
and continue to adhere to 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 electrical equipment's, LED fittings are provided inside the building for common
area lighting in the Company, Efficient ventilation system in the office of the Company.
(iii) the capital investment on energy conservation equipment's ;
Your company has nil capital investment on energy conservation
equipment's.
B. Technology absorption-
(i) the efforts made towards technology absorption; N.A.
(ii) the benefits derived like product improvement, cost reduction,
product development or import substitution; N.A.
(iii) in case of imported technology (imported during the last three
years 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 place,
and the reasons thereof; and
(iv) the expenditure incurred on Research and Development. N.A.
C. FOREIGN EXCHANGE EARNINGS & OUTGO
Foreign Exchange Earnings & Outgo: Nil
ACKNOWLEDGEMENT
Directors wish to place on record their deep thanks and gratitude to;
a) The Government as well as their respective Departments connected
with the business of 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 and to the Customers for their valued patronage.
c) The Board also takes this opportunity to express its sincere
appreciation for the efforts put in by the officers and employees at all levels in
achieving the results and hopes that they would continue their sincere and dedicated
endeavor towards attainment of better working results during the current year.
ANNEXURE (1) TO BOARD OF DIRECTORS REPORT MR-3
SECRETARIAL AUDIT REPORT
FOR THE FINANCIAL YEAR ENDED ON 31STMARCH, 2024
[Pursuant to Section 204(1) of the Companies Act, 2013 and Rule No. 9
of the Companies (Appointment and Remuneration Personnel) Rules, 2014]
To
The Members NMS GLOBAL LIMITED
(FORMERLY NMS RESOURCES GLOBAL LIMITED)
H.No. 48, Hasanpur, I.P. Extension Delhi-110092.
We have conducted the Secretarial Audit of the compliances of
applicable statutory provisions and the adherence to good corporate practices by NMS
GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL LIMITED) having CIN:
L74110DL1986PLC025457 (hereinafter called the Company) Secretarial Audit was conducted
in a manner that provided us a reasonable basis for evaluating the corporate
conducts/statutory compliances and expressing my opinion thereon.
Based on our verification of the NMS GLOBAL LIMITED (FORMERLY NMS
RESOURCES GLOBAL LIMITED) books, papers, minute books, forms and returns filed and other
records maintained by the Company and also the information provided by the Company, its
officers, agents and authorized representatives during the conduct of Secretarial Audit,
We hereby report that in our opinion the Company has during the audit period covering the
financial year ended on 31st March, 2024 complied with the statutory provisions
listed hereunder and also that the Company has proper Board-processes and
compliance-mechanism in place to the extent, in the manner and subject to the reporting
made hereinafter:
We have examined the books, papers, minute books, forms and returns
filed and other records maintained by NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES GLOBAL
LIMITED) for the financial year ended on 31st March, 2024 according to the
provisions of (to the extent
applicable):
(i) The Companies Act, 2013(the Act) and the rules made there under;
(ii) The Securities Contracts (Regulation) Act, 1956 ('SCRA') and the
rules made there under
Not applicable to the Company during the Audit Period.
(iii) The Depositories Act, 1996 and the Regulations and Bye-laws
framed there under-
(iv) Foreign Exchange Management Act, 1999 and the rules and
regulations made there under to
The extent of Foreign Direct Investment, Overseas Direct Investment and
External Commercial Borrowings- Not applicable to the Company during the Audit Period.
(v) The following Regulations and Guidelines prescribed under the
Securities and Exchange Board of India Act, 1992 ('SEBI Act') viz.: -
(a) The Securities and Exchange Board of India (Substantial Acquisition
of Shares and Takeovers) Regulations, 2011.
(b) The Securities and Exchange Board of India (Prohibition of Insider
Trading) Regulations, 2015.
(c) The Securities and Exchange Board of India (Issue of Capital and
Disclosure Requirements) Regulations, 2009. Not applicable to the Company during the
Audit Period
(d) The Securities and Exchange Board of India (Share Based Employee
Benefits) Regulation, 2014. - Not applicable to the Company during the Audit Period.
(e) The Securities and Exchange Board of India (Issue and Listing of
Debt Securities) Regulations, 2008. - Not applicable to the Company during the Audit
Period.
(f) The Securities and Exchange Board of India (Registrars to an Issue
and Share Transfer Agents) Regulations, 1993 regarding the Companies Act and dealing with
client;
(g) The Securities and Exchange Board of India (Delisting of Equity
Shares) Regulations, 2009.- Not applicable to the Company during the Audit Period.
(h) The Securities and Exchange Board of India (Buyback of Securities)
Regulations, 1998. - Not applicable to the Company during the Audit Period.
(i) The Securities and Exchange Board of India (Listing Obligations and
Disclosure Requirements) Regulations, 2015
(vi) Indian Stamp Act, 1899;
(vii) Indian Contract Act, 1872;
(viii) Income Tax Act, 1961 and indirect tax laws;
(x) Other applicable Laws;
I have also examined compliance with the applicable clauses of the
following:
1. Secretarial Standards issued by The Institute of Company Secretaries
of India.
2. The Listing agreements entered into by the Company with the Bombay
Stock Exchange and Metropolitan Stock Exchange of India Limited (MSE).
During the period under review the Company has complied with the
provisions of the Act, Rules, Regulations, Guidelines, Standards, etc. mentioned above
I Further Report that compliance of applicable financial laws
including Direct and Indirect Tax Laws by the Company has not been review in this audit
since the same has been subject to review by the Statutory Auditors and other designated
professionals.
I Further Report that: -
The Company has complied with the requirements of Structural Digital
Data Base in terms of Securities & Exchange Board of India (Prohibition of Insider
Trading) Regulation, 2015 including various Circulars issued by SEBI thereunder and
Circular(s) issued by BSE Limited dated March 16, 2023.
The changes in the composition of the Board of Directors that took
place during the period under review were carried out in compliance with the provisions of
the Act.
Adequate notice is given to all directors to schedule the Board
Meetings, agenda and detailed notes on agenda were sent at least seven days in advance and
a system exists for seeking and obtaining further information and clarifications on the
agenda items before the meeting and for meaningful participation at the meeting. However,
the same needs to be maintained in improvised and efficient manner. During the period
under review it has also been observed by us that the Company has not submitted few Forms
with the Registrar of Companies within the stipulated time period however, the same were
duly submitted with the additional fees.
Majority decision is carried through while the dissenting members
'views are captured and recorded as part of the minutes.
I further report that there are adequate systems and processes in the
Company commensurate with the size and operations of the Company to monitor and ensure
compliance with applicable laws, rules, regulations and guidelines.
'ANNEXURE 1' TO THE SECRETARIAL AUDIT REPORT'
To
The Members NMS GLOBAL LIMITED
(FORMERLY NMS RESOURCES GLOBAL LIMITED)
H.No. 48, Hasanpur, I.P. Extension Delhi-110092.
My report of even date is to be read along with this letter.
1. Maintenance of secretarial record and devise proper systems to
ensure compliance with the provisions of all applicable laws and regulations is the
responsibility of the management of the Company. Our responsibility is to express an
opinion on these secretarial records, standards and procedure followed by the Company with
respect to secretarial compliances.
2. We have followed the audit practices and processes as were
appropriate to obtain reasonable assurance about the correctness of the contents of the
Secretarial Records. The verification was done on test basis to ensure that correct facts
are reflected in secretarial records. I believe that the processes and practices, I
followed provide a reasonable basis for my opinion.
3. We have not verified the correctness and appropriateness of
financial records and books of accounts of the company.
4. Wherever required, we have obtained the management representation
about the compliance of laws, rules and regulations and happening of events etc.
5. The compliance of the provisions of Corporate and other applicable
laws, rules, regulations, standards is the responsibility of management. my examination
was limited to the verification of procedures on test basis.
Disclaimer:
The Secretarial Audit Report is neither an assurance as to the future
viability of the company nor of the
efficacy or effectiveness with which the management has conducted the
affairs of the company.
CERTIFICATE OF NON-DISQUALIFICATION OF DIRECTORS (Pursuant to
Regulation 34(3) and Schedule V Para C clause (10)(1) of the SEBI (Listing Obligations and
Disclosure Requirements) Regulations, 2015)
To,
The Members of NMS GLOBAL LIMITED
(FORMERLY NMS RESOURCES GLOBAL LIMITED)
H.No. 48, Hasanpur, I.P. Extension Delhi-110092.
We have examined the relevant registers, records, forms, returns and
disclosures received from the Directors of NMS GLOBAL LIMITED (FORMERLY NMS RESOURCES
GLOBAL LIMITED) (hereinafter referred to as "the Company") having CIN
L74110DL1986PLC025457 and having registered office at H.No. 48, Hasanpur, I.P. Extension
Delhi-110092, produced before us by the Company for the purpose of issuing this
Certificate, in accordance with Regulation 34(3) read with Schedule V Para-C Sub Clause
10(1) of the Securities Exchange Board of India (Listing Obligations and Disclosure
Requirements) Regulations, 2015. In our opinion and to the best of our information and
according to the verifications (Including Directors Identification Number (DIN) status at
the portal www.mca.gov.in as considered necessary and explanations furnished to us by the
Company & its officers. We hereby certify that none of the Directors on the Board of
the Company as stated below for the Financial Year ending on 31st March, 2024 have been
debarred or disqualified from being appointed or continuing as Directors of companies by
the Securities and "Exchange Board of India, Ministry of Corporate Affairs, or any
such other Statutory Authority.
S.No. Name of Director |
DIN |
Date of appointment in
company |
Date of Resignation in
company |
1. Sanjay Singh |
09313879 |
04/03/2022 |
- |
2. Ujjwal Narayan |
01097661 |
11/11/2020 |
- |
3. Dhananjai Gupta |
09313878 |
04/03/2022 |
- |
4. Om Pal Yadav |
01607006 |
31/10/1999 |
16/05/2023 |
5. Sugan Chaudhary* |
07239488 |
13/11/2021 |
- |
6. Isha Gupta |
07741551 |
28/12/2022 |
- |
7. Pankaj Chander |
00053351 |
30/05/2023 |
- |
*Mr. Sugan Chaudhary w.e.f 26.07.2023 designated as Managing Director
of the Company.
Ensuring the eligibility for the appointment/continuity of every
Director on the Board is the responsibility of the management of the Company. Our
responsibility is to express an opinion on these based on our verification. This
certificate is neither an assurance as to the future viability of the Company nor of the
efficiency or effectiveness with which the management has conducted the affairs of the
Company.
ANNEXURE [II] TO BOARD OF DIRECTORS' REPORT NOMINATION AND REMUNERATION
POLICY
I. GUIDING PRINCIPLES
The Policy ensures that
> The level and composition of remuneration is reasonable and
sufficient to attract, retain and motivate Directors of the quality required to run the
Company successfully;
> Relationship of remuneration to performance is clear and meets
appropriate performance benchmarks and
> Remuneration to Directors, Key Managerial Personnel and Senior
Management involves a balance between fixed and incentive pay reflecting short and long
term performance objectives appropriate to the working of the Company and its goals.
II. ROLE OF THE COMMITTEE
The role of the Committee inter alia will be the following:
> To formulate a criteria for determining qualifications, positive
attributes and independence of a Director.
> Formulate criteria for evaluation of Independent Directors and the
Board.
> Identify persons who are qualified to become Directors and who may
be appointed in Senior Management in accordance with the criteria laid down in this
policy.
> To carry out evaluation of every Director's performance.
> To recommend to the Board the appointment and removal of Directors
and Senior Management.
> To recommend to the Board policy relating to remuneration for
Directors, Key Managerial Personnel and Senior Management.
> Ensure that level and composition of remuneration is reasonable
and sufficient, relationship of remuneration to performance is clear and meets appropriate
performance benchmarks.
> To devise a policy on Board diversity.
III. FREQUENCY OF THE MEETINGS
The meeting of the Committee shall be held at such regular intervals as
may be required.
IV. APPOINTMENT AND REMOVAL OF DIRECTOR, KMP AND SENIOR MANAGEMENT
Appointment criteria and qualifications:
> The Committee shall identify and ascertain the integrity,
qualification, expertise and experience of the person for appointment as Director, KMP or
at Senior Management level and recommend to the Board his / her appointment.
> A person should possess adequate qualification, expertise and
experience for the position he / she is considered for appointment. The Committee has
discretion to decide whether qualification, expertise and experience possessed by a person
are sufficient / satisfactory for the concerned position.
> The Company shall not appoint or continue the employment of any
person as Managing Director/Whole-time Director/Manager who has attained the age of
seventy years. Provided that the term of the person holding this position may be extended
beyond the age of seventy years with the approval of shareholders by passing a special
resolution based on the explanatory statement annexed to the notice for such motion
indicating the justification for extension of appointment beyond seventy years.
Term / Tenure:
Managing Director/Whole-time Director/Manager (Managerial Person):
> The Company shall appoint or re-appoint any person as its
Managerial Person for a term not exceeding five years at a time. No re-appointment shall
be made earlier than one year before the expiry of term.
Independent Director:
> An Independent Director shall hold office for a term up to five
consecutive years on the Board of the Company and will be eligible for re-appointment on
passing of a special resolution by the Company and disclosure of such appointment in the
Board's report.
> No Independent Director shall hold office for more than two
consecutive terms, but such Independent Director shall be eligible for appointment after
expiry of three years of ceasing to become an Independent Director. Provided that an
Independent Director shall not, during the said period of three years, be appointed in or
be associated with the Company in any other capacity, either directly or indirectly.
However, if a person who has already served as an Independent Director for 5 years or more
in the Company as on 1st October, 2014 or such other date as may be determined
by the Committee as per regulatory requirement, he / she shall be eligible for appointment
for one more term of 5 years only.
> At the time of appointment of Independent Director it should be
ensured that number of Boards on which such Independent Director serves is restricted to
seven listed companies as an Independent Director and three listed companies as an
Independent Director in case such person is serving as a Whole-time Director of a listed
company or such other number as may be prescribed under the Act.
Evaluation:
> The Committee shall carry out evaluation of performance of every
Director,
> KMP and Senior Management on yearly basis or as when required.
Removal:
Due to reasons for any disqualification mentioned in the Companies Act,
2013, rules made thereunder or under any other applicable Act, rules and regulations, the
Committee may recommend, to the Board with reasons recorded in writing, removal of a
Director, KMP or Senior Management subject to the provisions and compliance of the said
Act, rules and regulations.
Retirement:
The Director, KMP and Senior Management shall retire as per the
applicable provisions of the Companies Act, 2013 and the prevailing policy of the Company.
The Board will have the discretion to retain the Director, KMP, Senior Management in the
same position / remuneration or otherwise even after attaining the retirement age, for the
benefit of the Company.
V. PROVISIONS RELATING TO REMUNERATION OF MANAGERIAL PERSON, KMP AND
SENIOR MANAGEMENT • General:
> The remuneration / compensation / commission etc. to Managerial
Person, KMP and Senior Management Personnel will be determined by the Committee and
recommended to the Board for
approval. The remuneration / compensation / commission etc. shall be
subject to the prior/post approval of the shareholders of the Company and Central
Government, wherever required.
> The remuneration and commission to be paid to Managerial Person
shall be as per the statutory provisions of the Companies Act, 2013, and the rules made
thereunder for the time being in force.
> Increments to the existing remuneration / compensation structure
may be recommended by the Committee to the Board which should be within the slabs approved
by the Shareholders in the case of Managerial Person. Increments will be effective from
the date of reappointment in respect of Managerial Person and 1st April in respect of
other employees of the Company.
• Remuneration to Managerial Person, KMP and Senior Management:
> Fixed pay:
Managerial Person, KMP and Senior Management shall be eligible for a
monthly remuneration as may be approved by the Board on the recommendation of the
Committee in accordance with the statutory provisions of the Companies Act, 2013, and the
rules made thereunder for the time being in force and also depend on the financial
position of Company.
> Minimum Remuneration:
If, in any financial year, the Company has no profits or its profits
are inadequate, the Company shall pay remuneration to its Managerial Person in accordance
with the provisions of Schedule V of the Companies Act, 2013 and if it is not able to
comply with such provisions, with the prior approval of the Central Government.
> Provisions for excess remuneration:
If any Managerial Person draws or receives, directly or indirectly by
way of remuneration any such sums in excess of the limits prescribed under the Companies
Act, 2013 or without the prior sanction of the Central Government, where required, he /
she shall refund such sums to the Company and until such sum is refunded, hold it in trust
for the Company. The Company shall not waive recovery of such sum refundable to it unless
permitted by the Central Government.
• Remuneration to Non-Executive / Independent Director:
> Remuneration / Commission:
The remuneration / commission shall be in accordance with the statutory
provisions of the Companies Act, 2013, and the rules made thereunder for the time being in
force.
> Sitting Fees:
The Non- Executive / Independent Director may receive remuneration by
way of fees for attending meetings of Board or Committee thereof. Provided that the amount
of such fees shall not exceed the maximum amount as provided in the Companies Act, 2013,
per meeting of the Board or Committee or such amount as may be prescribed by the Central
Government from time to time.
> Limit of Remuneration /Commission:
Remuneration /Commission may be paid within the monetary limit approved
by shareholders, subject to the limit not exceeding 1% of the net profits of the Company
computed as per the applicable provisions of the Companies Act, 2013.
> Stock Options:
An Independent Director shall not be entitled to any stock option of
the Company.
VI. REVIEW AND AMENDMENT
> The Committee or the Board may review the Policy as and when it
deems necessary.
> The Committee may issue the guidelines, procedures, formats,
reporting mechanism and manual in supplement and better implementation to this Policy, if
it thinks necessary.
> This Policy may be amended or substituted by the Committee or by
the Board as and when required and also by the Compliance Officer where there is any
statutory changes necessitating the change in the policy.
ANNEXURE [III] TO BOARD OF DIRECTORS' REPORT MANAGEMENT DISCUSSION
& ANALYSIS REPORT {MDAR}
CHINA DOWN TREND
The Company's operations span across various business segments
comprising of Trading and Consultancy Services in the field of Contractual Services like
Civil Construction, Pre-Engineered Buildings, Skill Development, Financial Consultancy,
Engineering Services & Publication, manpower hiring and Advertising.
The Company has significant presence across India. The vast experience
of the Directors of the Company in the sector of Civil Construction, Banking, Finance,
Engineering& Advertising Services is an added advantage for the Company. The
management of NMS understands the frequent modulations in the field of construction
industry and hence take up the projects engaging different technologies like
pre-engineered buildings, monolithic, EPS and LGSF along with RCC frame structure.
The economy of the China is going through the down trend. Housing,
manufacturing, automobiles, all sectors in China is going through the negative phase. On
the other hand India has become the most favoured nation and attractive destination for
the foreign investments and manufacturing. Now the India has become the fastest growing
economy of the world and industrial revolution has just begun. We the NMS looking this as
a big opportunity and ready to expand our presence PAN India basis by providing our full
services and consultation to establish new industries in India.
We are committed to provide high quality work that meets International
standards. At all stages of our work, we stay in close touch with our clients to ensure
the work progress in accordance with their expectations.
OPPORTUNITIES
The Service sector is not only a dominant sector in India's GDP, but
has also attracted significant foreign investment flows, contributing significantly to
exports as well as providing large-scale employment. India needs adequate Infrastructure,
Research & Development and Skill Development.
Threats
There are many players in the market providing consultancy in the field
of finance, accounting as well as taxation.
Today's financial firms face unprecedented pressure to cut costs and
improve capital deployment-while fighting financial crime, improving operational and cyber
resilience, and meeting evolving regulations.
Costs for compliance are very high, and financial institutions should
frequently restructure, to keep in compliance and future-proof the enterprise. Most
institutions struggle to balance compliance and operating concerns with their need to
craft a strong reputation as a desirable employer and good corporate citizen.
Initiatives Taken By the Company
After deep analyzing the present world scenario after the endemic of
Covid-19, The company is giving its best efforts to flourish its business and works. It
has a strong perception that the business will grow in upcoming years. The company has
launch its own Online Skill Education Platform with name and style of NMSkar, NMS (Kaushal
And Rozgar).
The company has successfully signed various MOU's and agreement with
its well-known clients for supporting and developing the infrastructure to EV charging
stations, battery Swapping business, infrastructure development and arranging the human
resources. Further company is providing financial, infrastructure and development
consultation to establish new entities in India.
FUTURE OUTLOOK
Presently the company has seven subsidiaries, expert in their core
field of business with vast knowledge of key management. The Indian economic situation is
at upward trend but due to Russia and Ukrain war prices of the commodity has been
increased substantially, which is impacting the cost factor of service industry. However,
the company and management is still in view that even after the high cost or inflation,
development and progress will continue with high pace.
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