Dear Stakeholders,
Your directors take pleasure in presenting the 37th Annual Report on the
business and operation of the Company, along with Audited Accounts, for the financial year
ended 31st March, 2023.
ABOUT YOUR COMPANY
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 |
|
2022-23 |
2021-22 |
2022-23 |
2021-22 |
| Revenue from Operation |
202.11 |
44.01 |
655.70 |
273.96 |
| Other Income |
0 |
0.00075 |
3.43 |
3.00 |
| Total Expenses |
178.42 |
42.59 |
629.98 |
273.23 |
| Profit/(Loss) before depreciation, Finance cost, tax and Exceptional Items |
23.69 |
1.43 |
29.15 |
3.73 |
| Exceptional Items |
0 |
0 |
0 |
0 |
| Profit/(Loss) before depreciation, Finance cost, tax (after Exceptional Items) |
23.69 |
1.43 |
29.15 |
3.73 |
| Less: Finance Cost |
0.45 |
0.11 |
4.30 |
0.11 |
| Depreciation |
0.80 |
0.04 |
11.79 |
0.09 |
| Profit/(Loss) before tax |
23.69 |
1.43 |
29.15 |
3.73 |
| Less: Tax Expenses |
(0.15) |
0.86 |
1.41 |
2.24 |
| Profit/(Loss) After Tax |
23.84 |
0.56 |
27.74 |
(2.24) |
REVIEW OF OPERATIONS AND FUTURE PROSPECTS
During the year under review, due to COVID-19 setbacks, the company was unable to
generate any sufficient revenues from operation and had profit of Rs. 23.84 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, 2023 The Board assures you to present a
much strong financial statements in coming years.
TRANSFER TO RESERVES
The profits transferred and other additions to reserves are as follows:
Amount in lakhs
|
F.Y. 2022-2023 |
F.Y. 2021-2022 |
| 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) |
(193.78) |
(228.97) |
| Balance brought forward from previous year |
|
(229.52) |
| Less: Tax on Regular Assessment Paid |
0.00 |
0.00 |
| Add: Profit/Loss for the period |
|
0.56 |
| Total |
|
(228.96) |
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
At ensuing Annual General Meeting, the Board recommends the appointment of M/S SPS
Associates, Chartered Accountants (FRN:012358N), New Delhi, as Statutory Auditors of the
Company for a term of five years from the Financial Years from the financial year 2022-23.
How ever M/s. SPS Associates 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 for the current financial year as the notice of the present AGM.
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 2022-23 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 2023 is annexed herewith and marked as Annexure I to this Report.
DIRECTORS
As on March 31st 2023, the Board comprises 6 Directors of i.e., 1 Managing
Director, 2 Non-Executives Director and 3 Independent Directors as under:
A) Executive Directors
1. Mr. O. P. Yadav (Managing Director)
B) Non-Executive Director
1. Ms. Isha Gupta
2. Mr. Dhananjai Gupta
C) Independent Directors
1. Mr. Ujjwal Narayan
2. Mr. Sugan Choudhary
3. Mr. Sanjay Singh
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 |
| Charu Varshney* |
Company Secretary |
*Resigned on 1st July 2023
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.
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, 2023 and
state that:
a. in the preparation of the annual accounts for the financial year ended on 31st
March, 2023, 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 2022-23:
No Director has drawn any remuneration from the Company during the financial year
2022-23 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
2022-23 :
Remuneration of Chief Financial Officer and Company Secretaries has not been increased
during the financial year 2022-23.
iii) The percentage increase in the median remuneration of employees in the financial
year 2022-23:
No increase of remuneration of employees during the financial year 2022-23.
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:
Amount in Rs.
|
2022-23 |
2021-22 |
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 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: www.nmsresourcesglobal.com
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 2022-23 and Notice of the 37th 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 2022-23 and the Notice of the 37th 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, 2023 in form MGT-9 is enclosed as Annexure-IV. The same is also available
on company's website at https://www.nmsresourcesglobal.com.
B) MEETINGS OF THE BOARD
During the financial year ended March 31, 2023, 8 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 dates of meetings are mentioned below:
| Sr.No. DATE |
Sr. No. DATE |
| 1. 28.05.2022 |
5 01.09.2022 |
| 2. 30.05.2022 |
6 14.11.2022 |
| 3. 18.07.2022 |
7 28.12.2022 |
| 4. 11.08.2022 |
8 13.02.2023 |
The Audit Committee as on March 31, 2023 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 and Ms. Charu Varshney
is Secretary. 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.
F) RISK MANAGEMENT COMMITTEE
The Risk Management Committee as on date comprises of three members, Mr. Sanjay Singh,
Mr. Ujjwal Narain and Mr. Om Pal Yadav. Mr. Sanjay Singh 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:www.nmsresourcesglobal.com
H) DISCLOSURE AS PER SEXUAL HARASSMENT OF WOMEN AT WORKPLACE (PREVENTION, PROHIBITION
AND REDRESSAL) ACT, 2013
The Company has zero tolerance towards sexual harassment at 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 2022-23, 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 31.03.2023, 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
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 2022-23.
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, 2023 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.
|
By Order of the Board of Director |
|
NMS RESOURCES GLOBAL LIMITED |
|
Sd/- |
|
Sugan Chaudhary |
| Date : 28.08.2023 |
Managing Director |
| Place : Delhi |
DIN:07239488 |
|